FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Meridian Insurance Group, Inc.
(Exact name of registrant as specified in its charter)
Indiana 35-1689161
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
2955 North Meridian Street
P.O. Box 1980
Indianapolis, Indiana 46206
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the
Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
NONE NONE
If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act and
is effective pursuant to General Instruction A.(c), check the
following box. [ ]
If this form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and
is effective pursuant to General Instruction A.(d), check the
following box. [X]
Securities Act registration statement file number to
which this form relates: Not Applicable
Securities to be registered pursuant to Section 12(g) of the
Act:
Rights to Purchase Series A Junior
Participating Preferred Stock, no par value
(Title of Class)
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On September 18, 1998, the Board of Directors of
Meridian Insurance Group, Inc. (the "Company"), adopted a
Shareholder Rights Plan (the "Rights Plan"). The purpose of
the Rights Plan is to deter certain coercive takeover tactics
and enable the Board of Directors to represent effectively the
interests of shareholders in the event of a takeover attempt,
and to protect against market accumulators who may be
interested in putting the Company "into play." The Rights
Plan does not deter negotiated mergers or business
combinations that the Board of Directors determines to be in
the best interests of the Company and its shareholders.
To implement the Rights Plan the Board of Directors
declared a dividend of one preferred share purchase right (a
"Right") for each outstanding common share (the "Common Shares")
of the Company. The dividend was paid on September 28, 1998
to the shareholders of record on that date. Each Right
entitles the registered holder to purchase from the Company
one one-thousandth of a share of Series A Junior Participating
Preferred Stock of the Company, no par value (the "Preferred
Shares"), at a price of $75.00 per one-thousandth of a
Preferred Share, subject to adjustment. The description and
terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and Harris Trust and
Savings Bank, as Rights Agent.
Rights Attach to Common Shares Initially
Initially and until a Distribution Date (as defined
below) occurs, the Rights are attached to all Common Shares
and no separate Rights certificates will be issued. During
this initial period,
the Rights are not exercisable;
the Rights are transferred with the Common Shares and
are not transferable separately from the Common Shares;
new Common Shares certificates or book entry shares
issued will contain a notation incorporating the Rights
Agreement by reference; and
the transfer of any Common Shares will also constitute
the transfer of the Rights associated with those Common
Shares.
Distribution of Rights
Separate certificates evidencing the Rights will be
mailed to holders of record of the Common Shares on the
"Distribution Date." The Distribution Date is the earlier to
occur of the following two events (or such later date as may
be determined by the Board of Directors, upon approval by a
majority of Continuing Directors as defined below):
the tenth day after a public announcement that a
person or group of affiliated or associated persons
has acquired 20% or more of the outstanding Common
Shares (thereby becoming an "Acquiring Person" under
the Rights Plan); or
such date as may be determined by the Board of
Directors of the Company, upon approval of a majority
of the Continuing Directors, after the commencement
or announcement of a tender or exchange offer by a
person or group for 20% or more of the outstanding
Common Shares.
Acquisitions by the following persons will not result in
the person becoming an Acquiring Person: the Company,
Meridian Mutual Insurance Company ("Meridian Mutual"), any
subsidiary or employee benefit plan of the Company or Meridian
Mutual, or any other person approved in advance by the Board
of Directors and the Continuing Directors.
After the Distribution Date, the Rights will be tradable
separately from the Common Shares. After the Distribution
Date and after the Company's right to redeem (as described
below) has expired, the Rights will be exercisable in two
different ways depending on the circumstances as set forth
below.
Right to Purchase Company Stock
If a person or group acquires 20% or more of the
outstanding Common Shares (thereby becoming an Acquiring
Person) and the Company's redemption right has expired, each
holder of a Right (except those held by the Acquiring Person
and its affiliates and associates) will have the right to
purchase, upon exercise, Common Shares (or, in certain
circumstances, one one-thousandths of a Preferred Share or
other similar securities of the Company) having a value equal
to two times the purchase price of the Right. In other words,
the Rights holders other than the Acquiring Person may
purchase Common Shares or their equivalent at a 50% discount.
For example, at the purchase price of $75.00 per Right,
each Right not owned by an Acquiring Person would entitle its
holder to purchase $150.00 worth of Common Shares (or their
equivalent) for $75.00. Assuming a value of $20.00 per Common
Share at such time, the holder of each valid Right would be
entitled to purchase 7.5 Common Shares (or their equivalent)
for $75.00.
Right to Purchase Acquiring Person Stock
Alternatively, if, in a transaction not approved by the
Board of Directors and the Continuing Directors, the Company
is acquired in a merger or other business combination or 50%
or more of its assets or earning power are sold after a person
or group has become an Acquiring Person, and the Company's
redemption right has expired, proper provision will be made so
that each holder of a Right will thereafter have the right to
purchase, upon exercise, that number of shares of common stock
of the acquiring company as have a market value of two times
the exercise price of the Right. In other words, a Rights
holder may purchase the acquiring company's common stock at a
50% discount.
Exchange of Company Stock for Rights
At any time after any person or group becomes an
Acquiring Person and before the Acquiring Person acquires 50%
or more of the outstanding Common Shares, the Board of
Directors may exchange the Rights (other than Rights owned by
the Acquiring Person which will have become void), in whole or
in part, at an exchange ratio of one Common Share (or a share
or interest in a share of a class or series of the Company's
preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
Redemption
The Rights are redeemable by the Company in whole but not
in part at a price of $0.005 per Right at any time up to and
including the tenth day after the time that a person or a
group has become an Acquiring Person, subject to extension of
this redemption period by the Board of Directors. Immediately
upon redemption the right to exercise will terminate and the
only right of holders will be to receive the redemption price.
Expiration of Rights
The Rights will expire on September 18, 2008 unless the
expiration date is extended by amendment as described below or
unless the Rights are earlier redeemed or exchanged by the
Company as described above.
Amendments
As long as the Rights are redeemable, the terms of the
Rights may be amended by the Board of Directors (upon the
approval of a majority of the Continuing Directors) in its
discretion without the consent of the Rights holders. After
that time, no amendment may adversely affect the interests of
the Rights holders (other than the Acquiring Person).
Miscellaneous
"Continuing Director" means a member of the Board of
Directors, who is not an Acquiring Person or a representative
or nominee of an Acquiring Person, and who either (i) was a
member of the Board of Directors on the date of the Rights
Agreement or (ii) thereafter became a member of the Board of
Directors, and whose nomination for election or election to
the Board of Directors was recommended or approved by a
majority of the Continuing Directors then on the Board of
Directors.
The number of outstanding Rights and the number of one
one-thousandths of a Preferred Share issuable upon exercise of
each Right are subject to adjustment under certain
circumstances.
Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-
thousandth interest in a Preferred Share that may be purchased
upon exercise of each Right should approximate the value of
one Common Share.
Until a Right is exercised, a Rights holder, as such,
will have no rights as a shareholder of the Company,
including, without limitation, the right to vote or to receive
dividends.
A copy of the Rights Agreement is included as Exhibit 1
hereto. A copy of the Rights Agreement is available to Rights
holders free of charge upon request to the Corporate Secretary
of the Company.
This summary description of the Rights does not purport
to be complete and is qualified in its entirety by reference
to the Rights Agreement, which is hereby incorporated herein
by reference.
ITEM 2. EXHIBITS.
The following exhibits are filed as a part of this
Registration Statement.
EXHIBIT NO. DESCRIPTION
1 Rights Agreement, dated as of September 18, 1998,
between Meridian Insurance Group, Inc. and Harris
Trust and Savings Bank, as Rights Agent. The
Rights Agreement includes the form of Articles of
Amendment setting forth terms of Series A Junior
Participating Preferred Stock as Exhibit A, the
form of Right Certificate as Exhibit B and the
Summary of Rights to Purchase Preferred Shares as
Exhibit C (incorporated herein by reference to
Exhibit 1 to the Company's Current Report on Form
8-K dated September 18, 1998).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly
caused this Registration Statement to be signed on its behalf
by the undersigned, thereto duly authorized.
MERIDIAN INSURANCE GROUP, INC.
Date: September 29, 1998
By: /s/ Norma J. Oman
Norma J. Oman
President and Chief Executive
Officer
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
1 Rights Agreement, dated as of September 18, 1998,
between Meridian Insurance Group, Inc. and Harris
Trust and Savings Bank, as Rights Agent. The
Rights Agreement includes the form of Articles of
Amendment setting forth terms of Series A Junior
Participating Preferred Stock as Exhibit A, the
form of Right Certificate as Exhibit B and the
Summary of Rights to Purchase Preferred Shares as
Exhibit C (incorporated herein by reference to
Exhibit 1 to the Company's Current Report on Form
8-K dated September 18, 1998).
