UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)
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)
August 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-1(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).
SCHEDULE 13D
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(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
995,000
8 SHARED VOTING POWER
- -0-
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)
14.98%
14 TYPE OF REPORTING PERSON*
IN
The filing of this Schedule 13D is not, and should not be
deemed to be, an admission that such Schedule 13D is required to
be filed. See the discussion under Item 3.
Item 1. Security and Issuer
This Schedule 13D relates to the shares of 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, IN 46206.
Item 2. Identity and Background
This Schedule 13D is being filed by Gregory M. Shepard ("Shepard").
Shepard's business address is c/o American Union Financial
Corporation, 303 E. Washington Street, Bloomington, Illinois,
61701. His principal occupation is President of American Union
Financial Corporation, an Illinois corporation, ("AUFC") and
President of various subsidiaries of AUFC, including Direct Auto
Insurance Company, an Illinois insurance company, 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 E.
Washington Street, Bloomington, IL 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 August 26, 1998, Shepard owns 995,000 Shares. Shepard's
purchase of 966,900 Shares was reported on a Schedule 13G filed
with the Securities & Exchange Commission on July 10, 1998. Such
Schedule 13G reported that, effective June 30, 1998, Shepard used
personal funds to purchase (i) 64,290 Shares from AUFC, (ii)
680,400 Shares from AULIC, and (iii) 222,210 Shares from Direct
Auto Indemnity. Shepard used personal funds to purchase an
additional 28,100 Shares on August 5, 1998, in the open market.
Shepard's purpose for purchasing the Shares has not changed since
Shepard filed the Schedule 13G on July 10, 1998, and thus, Shepard
is still eligible to report additional purchases of shares by
amending such Schedule 13G. However, pursuant to a Stipulation,
including Stipulation of Dismissal, approved and ordered on July
23, 1998, in the United States District Court, Southern District of
Indiana, Indianapolis Division, Shepard has agreed to file this
Schedule 13D with respect to his interest in the Shares. The
filing of this Schedule 13D is not, and should not be deemed to be,
an admission that such Schedule 13D is required to be filed, and
Shepard maintains that a Schedule 13G was, and continues to remain,
an appropriate schedule to file with respect to his ownership of
Shares and the purpose for which he owns the Shares.
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 14.98% 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) Shepard purchased 28,100 Shares on August 10, 1998, at a price
of $19.375/share, for a total consideration of $544,438.00.
The shares were purchased through Jefferies & Company, Inc.
(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 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: August 31, 1998
/s/ Gregory M. Shepard
Gregory M. Shepard
