UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Meridian Insurance Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
589644-10-3
(CUSIP Number)
June 30, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the disclosures provided
in a prior cover page.
The information required in 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 13G
CUSIP No. 589644-10-3
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American Union Financial Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
HC
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 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
HC
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tracy M. Shepard
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
HC
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Direct Auto Insurance Company (formerly "Union Automobile
Insurance Company")
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
IC CO
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American Union Life Insurance Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
IC CO
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Direct Auto Indemnity Company (formerly "Prairie State
Farmers Insurance Company")
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
IC CO
Item 1(a). Name of Issuer:
Meridian Insurance Group, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
2955 North Meridian Street
Indianapolis, IN 46206
Item 2(a). Name of Person Filing:
Item 2(b). Address of Principal Business Office:
Item 2(c). Citizenship:
This statement is filed jointly by the following persons
(collectively, the "Reporting Persons"):
Gregory M. Shepard
c/o American Union Financial Corporation
303 East Washington Street
Bloomington, IL 61701
(United States Citizen)
Tracy M. Shepard
c/o American Union Financial Corporation
303 East Washington Street
Bloomington, IL 61701
(United States Citizen)
American Union Financial Corporation
303 East Washington Street
Bloomington, IL 61701
(Illinois corporation)
Direct Auto Insurance Company
(formerly "Union Automobile Insurance Company")
303 East Washington Street
Bloomington, IL 61701
(Illinois corporation)
American Union Life Insurance Company
303 East Washington Street
Bloomington, IL 61701
(Illinois corporation)
Direct Auto Indemnity Company
(formerly "Prairie State Farmers Insurance Company")
303 East Washington Street
Bloomington, IL 61701
(Illinois corporation)
Item 2(d). Title of Class of Securities:
Common Stock, no par value
Item 2(e). CUSIP Number
589644-10-3
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is
a(n):
(a) [ ] Broker or Dealer registered under Section
15 of the Act (15 U.S.C. 78o);
Not applicable
(b) [ ] Bank as defined in Section 3(a)(6) of the
Act (15 U.S.C. 78c);
Not applicable
(c) [X] Insurance Company as defined in Section
3(a)(19) of the Act (15 U.S.C. 78c);
Direct Auto Insurance Company
(formerly "Union Automobile Insurance Company")
American Union Life Insurance Company
Direct Auto Indemnity Company
(formerly "Prairie State Farmers
Insurance Company")
(d) [ ] Investment Company registered under Section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-
8);
Not applicable
(e) [ ] Investment Adviser registered under Section 240.13d-
1(b)(1)(ii)(E);
Not applicable
(f) [ ] Employee Benefit Plan or Endowment Fund in
accordance with Section 240.13d-1(b)(1)(ii)(F);
Not applicable
(g) [X] Parent Holding Company or Control Person in
accordance with Section 240.13d-1(b)(ii)(G);
Gregory M. Shepard and Tracy M. Shepard
(individuals who may be deemed to control American
Union Financial Corporation)
American Union Financial Corporation
(h) [ ] Savings Associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
Not applicable
(i) [ ] Church Plan that is excluded from the definition of
an Investment Company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
Not applicable
(j) [ ] Group, in accordance with Section 240.13d-1(b)(ii)(J).
Item 4. Ownership:
The current beneficial ownership effective as of June 30, 1998, and
as of the date of the filing hereof of the subject securities is as
follows:(1)
Gregory M. Shepard
(a) Amount Beneficially Owned: 0
(b) Percent of Class: 0%**
(c) Number of shares as to which person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 0
(iv) shared power to dispose or to direct the
disposition of: 0
Tracy M. Shepard
(a) Amount Beneficially Owned: 0
(b) Percent of Class: 0%**
(c) Number of shares as to which person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 0
(iv) shared power to dispose or to direct the
disposition of: 0
American Union Financial Corporation
(a) Amount Beneficially Owned: 0
(b) Percent of Class: 0%**
(c) Number of shares as to which person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 0
(iv) shared power to dispose or to direct the
disposition of: 0
Direct Auto Insurance Company (formerly "Union Automobile Insurance
Company")
(a) Amount Beneficially Owned: 0
(b) Percent of Class: 0%**
(c) Number of shares as to which person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 0
(iv) shared power to dispose or to direct the
disposition of: 0
American Union Life Insurance Company
(a) Amount Beneficially Owned: 0
(b) Percent of Class: 0%**
(c) Number of shares as to which person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 0
(iv) shared power to dispose or to direct the
disposition of: 0
Direct Auto Indemnity Company (formerly "Prairie State Farmers
Insurance Company")
(a) Amount Beneficially Owned: 0
(b) Percent of Class: 0%**
(c) Number of shares as to which person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 0
(iv) shared power to dispose or to direct the
disposition of: 0
** Percentage based on 6,641,519 shares of the Issuer's Common
Stock outstanding as of March 31, 1998.
Item 5. Ownership of Five Percent or less of a Class:
As of June 30, 1998, the following Reporting Persons have ceased to
be the beneficial owner of more than 5% of the Common Stock of the
Issuer: American Union Financial Corporation, Gregory M.
Shepard,(2) Tracy M. Shepard, Direct Auto Insurance Company
(formerly "Union Automobile Insurance Company"), and American Union
Life Insurance Company.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person:
Not applicable
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding
Company:
Not applicable
Item 8. Identification and Classification of Members of the
Group:
Not applicable
Item 9. Notice of Dissolution of Group:
Not applicable
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
a purpose or effect.
SIGNATURE
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.
Dated this 10th day of July, 1998.
/s/ Tracy M. Shepard
Tracy M. Shepard
/s/ Gregory M. Shepard
Gregory M. Shepard
American Union Financial Corporation
By /s/ Gregory M. Shepard
Gregory M. Shepard, President
Direct Auto Insurance Company
(formerly "Union Automobile Insurance Company")
By /s/ Gregory M. Shepard
Gregory M. Shepard, President
American Union Life Insurance Company
By /s/ Gregory M. Shepard
Gregory M. Shepard, President
Direct Auto Indemnity Company
(formerly "Prairie State Farmers Insurance Company")
By /s/ Gregory M. Shepard
Gregory M. Shepard, President
(1) Gregory M. Shepard and Tracy M. Shepard each own 50 percent,
and collectively own 100 percent, of the common stock of American
Union Financial Corporation ("AUFC"), an Illinois corporation.
Prior to June 30, 1998, neither Gregory M. Shepard nor Tracy M.
Shepard directly owned any of the outstanding shares of Meridian
Insurance Group, Inc. AUFC owns 100 percent of the capital stock
of Direct Auto Insurance Company (formerly "Union Automobile
Insurance Company"), an Illinois corporation ("Direct Auto
Insurance") which in turn owns 100 percent of the capital stock of
American Union Life Insurance Company, an Illinois corporation
("AULIC") and Direct Auto Indemnity Company (formerly "Prairie
State Farmers Insurance Company"), an Illinois corporation ("Direct
Auto Indemnity") (collectively, the "AUFC Companies"). Effective
June 30, 1998, Gregory M. Shepard purchased (i) 64,290 shares of
Common Stock of the Issuer from AUFC, (ii) 680,400 shares of Common
Stock of the Issuer from AULIC, and (iii) 222,210 shares of the
Common Stock of the Issuer from Direct Auto Indemnity. As a result
of such sales to Gregory M. Shepard, no Reporting Persons other
than Gregory M. Shepard have an ownership interest, either direct
or beneficial, in the shares of Common Stock of the Issuer.
Gregory M. Shepard's purchase of the 966,900 shares of Common Stock
in his capacity as an individual and not as a control person of the
AUFC Companies is the subject of a separate Schedule 13G filed as
of the date hereof.
(2) As referred to in footnote 1, while Gregory M. Shepard has
ceased to be a beneficial owner of more than 5% of the Common Stock
of the Issuer in his capacity as a control person, as of the date
of this filing Gregory M. Shepard, in his capacity as an
individual, owns 966,900 shares of Common Stock of the Issuer or
14.6% of the shares of Common Stock of the Issuer outstanding as of
March 31, 1998. Such ownership is the subject of a separate
Schedule 13G filed as of the date hereof.
