As filed with the Securities and
Exchange Commission on December 18, 1998 Registration No. 333-_____
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
MERIDIAN INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-1689161
(State or other jurisdiction
(I.R.S. Employer
of incorporation or organization)
Identification No.)
2955 NORTH MERIDIAN STREET
P.O. BOX 1980
INDIANAPOLIS, INDIANA 46206-1980
(Address of Principal Executive Offices)
(Zip Code)
MERIDIAN INSURANCE GROUP, INC. 401(K) PLAN
(Full title of the plan)
J. MARK MCKINZIE
2955 NORTH MERIDIAN STREET
P.O. BOX 1980
INDIANAPOLIS, INDIANA 46206-1980
(Name and address of agent for service)
(317) 931-7000
(Telephone number, including area code, of agent for
service)
Copy to:
TIBOR D. KLOPFER
BAKER & DANIELS
300 NORTH MERIDIAN STREET, SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 237-0300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED (1) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE (2) PRICE (2)
<S> <C> <C> <C> <C>
Common Shares, 25,000 shares $17.6250 $440,625.00 $122.49
without par value
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933
(the "Securities Act"), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein. Pursuant to Rule 457(h)(2)
under the Securities Act, no separate fee is required to register such
interests.
(2) Estimated solely for purposes of calculating the registration fee and
computed in accordance with Rule 457(c) and (h) under the Securities
Act using the average of the high and low sale prices of the Common
Shares as reported by the Nasdaq National Market on December 14, 1998,
which was $17.6250 per share.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
*Information required by Part I of Form S-8 to be contained in the
Section 10(a) Prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act and the Note to Part I of
Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997 (File No. 0-11413), and the information set forth under
the caption "Description of Registrant's Securities to be Registered" in
the Registrant's Registration Statement on Form 8-A filed pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act")
(File No. 0-11413), including any amendments or reports filed for the
purpose of updating such description, are incorporated herein by reference.
All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year for which audited financial statements
are contained in the annual report described above are incorporated herein
by reference. All documents filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act after the date hereof and
prior to the termination of the offering of the securities offered hereby
shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents with the Commission.
The Registrant will promptly provide without charge to each person to
whom a prospectus is delivered a copy of any or all information that has
been incorporated herein by reference (not including exhibits to the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into such information), upon the
written or oral request of such person directed to the Secretary of the
Registrant at its principal offices, 2955 North Meridian Street, P.O. Box
1980, Indianapolis, Indiana 46206-1980, telephone (317) 931-7000.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Chapter 37 of the Indiana Business Corporation Law empowers a
corporation to indemnify any individual who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal, by reason of the fact that he
is or was a director, officer, employee or agent of the corporation or,
while a director of a corporation, is or was serving at the request of the
corporation as a director, officer, partner, member, manager, trustee,
employee or agent of another foreign or domestic corporation, partnership,
limited liability company, joint venture, trust, employee benefit plan or
other enterprise, whether for profit or not, against reasonable expenses
(including counsel fees), judgments, fines (including any excise tax
assessed with respect to an employee benefit plan), penalties and amounts
paid in settlement incurred by him in connection with such action, suit or
proceeding (i) if he acted in good faith and (ii) in the case of conduct in
his official capacity with the corporation, if he reasonably believed his
conduct was in the best interests of the corporation or, in all other
cases, if he reasonably believed his conduct was at least not opposed to
the best interests of the corporation (or with respect to an employee
benefit plan, if he reasonably believed his conduct was in the interests of
the participants in and beneficiaries of the plan), and (iii) with respect
to any criminal action or proceeding, if he had reasonable cause to believe
his conduct was lawful or no reasonable cause to believe his conduct was
unlawful.
Chapter 37 further provides that a corporation shall, unless limited
by its articles of incorporation, indemnify a director or officer who was
wholly successful, on the merits or otherwise, in the defense of any
action, suit or proceeding to which he was a party because he is or was a
director or officer of the corporation against reasonable expenses incurred
by him in connection therewith. Chapter 37 expressly states that the
indemnification thereby provided does not exclude any other rights to
indemnification to which a person may be entitled. Chapter 37 empowers a
corporation to purchase and maintain insurance on behalf of an individual
who is or was a director, officer, employee or agent of the corporation, or
who, while a director, officer, employee or agent of the corporation, is or
was serving at the request of the corporation as a director, officer,
partner, member, manager, trustee, employee or agent of another foreign or
domestic corporation, partnership, limited liability company, joint
venture, trust, employee benefit plan or other enterprise, against
liability asserted against or incurred by the individual in that capacity
or arising from the individual's status as a director, officer, employee or
agent, whether or not the corporation would have power to indemnify the
individual against the same liability under Chapter 37. Finally, Chapter
37 empowers a corporation, under certain circumstances, to advance to an
individual expenses incurred in connection with an action, suit or
proceeding prior to the final disposition thereof; and empowers a court of
competent jurisdiction, in certain cases, to order indemnification of a
director or officer irrespective of whether the director or officer met the
standards of conduct set forth above.
Reference is made to Section 7.01 of Article VII of the Restated
Articles of Incorporation of the registrant concerning indemnification of
directors and officers.
The registrant has obtained directors' and officers' liability
insurance, the effect of which is to indemnify the directors and officers
of the registrant against certain losses caused by an error, misstatement
or misleading statement, wrongful act, omission, neglect or breach of duty
by them or any matter claimed against them in their capacities as directors
and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The list of Exhibits is incorporated herein by reference to the Index
to Exhibits at page 8.
The Registrant hereby undertakes that it will submit or has submitted
the Plan and any amendment thereto to the Internal Revenue Service ("IRS")
in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan under Section 401 of the Internal Revenue
Code.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
Registration Statement;
(iii)To include any material information with respect
to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) of
this section do not apply if the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Indianapolis, State
of Indiana, on December 17, 1998.
MERIDIAN INSURANCE GROUP, INC.
By: /S/ NORMA J. OMAN
Norma J. Oman, President and
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
respective capacities and on the respective dates indicated opposite their
names. Each person whose signature appears below hereby authorizes each of
Norma J. Oman and Steven R. Hazelbaker, each with full power of
substitution, to execute in the name and on behalf of such person any post-
effective amendment to this Registration Statement and to file the same,
with exhibits thereto, and other documents in connection therewith, making
such changes in this Registration Statement as the registrant deems
appropriate, and appoints each of Norma J. Oman and Steven R. Hazelbaker,
each with full power of substitution, attorney-in-fact to sign any
amendment and any post-effective amendment to this Registration Statement
and to file the same, with exhibits thereto, and other documents in
connection therewith.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ NORMA J. OMAN President, Chief Executive Officer December 17, 1998
Norma J. Oman and Director (Principal Executive
Officer)
/S/ STEVEN R. HAZELBAKER Vice President, Chief Financial December 17, 1998
Steven R. Hazelbaker Officer and Treasurer (Principal
Financial and Accounting Officer)
/S/ JOSEPH D. BARNETTE, JR. Director December 17, 1998
Joseph D. Barnette, Jr.
Director
John T. Hackett
/S/ RAMON L. HUMKE Director December 17, 1998
Ramon L. Humke
/S/ SARAH W. ROWLAND Director December 17, 1998
Sarah W. Rowland
/S/ HAROLD C. MCCARTHY Director December 17, 1998
Harold C. McCarthy
/S/ THOMAS H. SAMS Director December 17, 1998
Thomas H. Sams
/S/ DAVID M. KIRR Director December 17, 1998
David M. Kirr
/S/ JAMES D. PRICE Director December 17, 1998
James D. Price
</TABLE>
<PAGE>
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan)
have duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Indianapolis,
State of Indiana on December 17, 1998.
MERIDIAN INSURANCE GROUP, INC. 401(K) PLAN
By: Meridian Insurance Group, Inc. Pension
Committee
/S/ NORMA J. OMAN
Norma J. Oman, Member
/S/ STEVEN R. HAZELBAKER
Steven R. Hazelbaker, Member
/S/ MARGO TOWNSEND
Margo Townsend, Member
/S/ LEON NEDDO
Leon Neddo, Member
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
<S> <C> <C>
4(c) Meridian Insurance Group, Inc. 401(k) Plan. (Incorporated by
reference to Exhibit 4(c) to the Registrant's Registration
Statement on Form S-8 (Registration No. 333-42771.)
23 Consent of PricewaterhouseCoopers LLP.
24 Powers of Attorney (included on the Signature Page of the
Registration Statement).
</TABLE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
December 15, 1998
We consent to the incorporation by reference in the Registration Statement
on Form S-8 of Meridian Insurance Group, Inc. of our report, dated February
25, 1998, on our audits of the consolidated financial statements and
financial statement schedules of Meridian Insurance Group, Inc. as of
December 31, 1997 and 1996 and for each of the three years in the period
ended December 31, 1997, which report is included in the Annual Report on
Form 10-K.
PricewaterhouseCoopers LLP
