<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
MERIDIAN INSURANCE GROUP, INC.
----------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00
----------------------------------
(Title of Class of Securities)
589644-10-3
--------------
(CUSIP Number)
GREGORY M. SHEPARD,
303 E. Washington Street,
Bloomington, IL 61701 (309)829-1061
--------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 31, 1998
------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-l(f) or 240.13d-1(g) check the
following box [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5
<PAGE> 2
SCHEDULE 13D
- --------------------- ------------------
CUSIP No. 589644-10-3 Page 2 of 5 Pages
- --------------------- ------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GREGORY M. SHEPARD
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(a)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 995,000
BENEFICIALLY ------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH -0-
REPORTING ------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
995,000
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
995,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.11%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
Page 2 of 5 Pages
<PAGE> 3
ITEM 1. SECURITY AND ISSUER
This statement amends the statement on Schedule 13D dated August 31, 1998
("Schedule 13D"), previously filed by Gregory M. Shepard ("Shepard"), an
individual, relating to the common stock, par value $1.00 per share (the "Common
Stock" or the "Shares") of Meridian Insurance Group, Inc. (the "Company") with
its principal executive offices located at 2955 North Meridian Street, P.O. Box
1980, Indianapolis, Indiana 46206.
Each capitalized term used in this statement which is defined in the
Schedule 13D shall have the meaning ascribed in the Schedule 13D.
The Company's outstanding common shares as of September 30, 1998 were
6,643,519. On November 4, 1998 the Company informed Shepard in writing that the
Company had repurchased 58,300 common shares in the market in October reducing
the October 31, 1998 outstanding common shares to 6,585,219. The Company's
repurchase increased Shepard's percent of the Company's outstanding common
shares as of October 31, 1998 from 14.98% to 15.11%.
ITEM 2. IDENTITY AND BACKGROUND
Shepard's business address is c/o American Union Financial Corporation, 303
East Washington Street, Bloomington, Illinois 61701. His principal occupation is
President of AUFC and President of various subsidiaries of AUFC, including
American Union Insurance Company, an Illinois insurance company ("AUIC"),
American Union Life Insurance Company, an Illinois insurance company ("AULIC"),
Direct Auto Indemnity Company ("Direct Auto Indemnity"), an Illinois insurance
company, Farmers Deposit Company, an Illinois corporation, and Union Insurance
Exchange, Inc., an Illinois corporation (collectively, the "AUFC Companies"). In
addition, Shepard is the Chief Executive Officer of Illinois HealthCare
Insurance Company, an Illinois life insurance company, with health maintenance
organization authority ("Illinois HealthCare"). The AUFC Companies and Illinois
HealthCare are located at 303 East Washington Street, Bloomington, Illinois
61701. Shepard has not, during the last five years, been convicted in a criminal
proceeding. Shepard has not, during the last five years, been a party to any
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which he was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities law or finding any violation with respect to
such laws. Shepard is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of October 31, 1998, Shepard owns 995,000 Shares. Shepard's purchase of
995,000 Shares was reported on a Schedule 13D filed with the Securities &
Exchange Commission on August 31, 1998. Such Schedule 13D reported that Shepard
used personal funds to purchase the Shares.
Page 3 of 5 Pages
<PAGE> 4
ITEM 4. PURPOSE OF TRANSACTION
Shepard acquired the Shares for the purpose of investment because he
believes the Shares represented a favorable investment opportunity. He is
evaluating and expects to continue evaluating the investment potential of the
Shares. Depending on various factors, including the results of such evaluation,
the Company's business prospects and financial position, other developments
concerning the Company, the price level of the Shares, available opportunities
to acquire or dispose of Shares or realize trading profits, conditions in the
securities markets and general economic and industry conditions, reinvestment
opportunities and developments relating to his business, Shepard may in the
future take such actions with respect to such holdings in the Company as he
deems appropriate in light of circumstances existing from time to time. Such
actions may include the purchase of additional Shares in the open market,
through privately negotiated transactions with third parties or otherwise, or
the sale at any time, in the open market, through privately negotiated
transactions with third parties or otherwise, of all or a portion of the Shares
now owned or hereafter acquired.
Shepard has no present plans or proposals which would result in or relate
to any of the transactions described in paragraphs (a) through (j) of Item 4 of
Schedule 13D. In the future, however, Shepard reserves the right to adopt such
plans or proposals subject to applicable regulatory requirements, if any.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Shepard owns 995,000 Shares, representing 15.11% of the outstanding
Shares.
(b) Shepard has the sole power to vote and the sole power to dispose of
995,000 Shares. Shepard has the shared power to vote and the shared
power to dispose of -0- Shares.
(c) None.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, such
securities.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 hereof or between such persons and any other person with respect to any
securities of the Company, including but not limited to transfer or voting of
any other securities, finder's
Page 4 of 5 Pages
<PAGE> 5
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, divisions of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
No exhibits to this Schedule 13D are required to be filed.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: October 31, 1998 /s/ Gregory M. Shepard
-----------------------------
Gregory M. Shepard
Page 5 of 5 Pages
