<PAGE> 1
---------------------------
OMB APPROVAL
---------------------------
OMB Number: 3235-0145
Expires: December 31, 1997
Estimated average burden
hours per response....14.90
---------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
MERIDIAN INSURANCE GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
589644-10-3
- --------------------------------------------------------------------------------
(CUSIP Number)
GREGORY M. SHEPARD
15 Country Club Place
Bloomington, Illinois 61701
(309) 829-1061
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 5, 1999
- --------------------------------------------------------------------------------
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
/ /.
*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> 2
SCHEDULE 13D
CUSIP NO. 589644-10-3
---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gregory M. Shepard
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
1,094,500
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
1,094,500
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,094,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.1
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
2
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 589644-10-3
---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR 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) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
177,500
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
177,500
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
177,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
3
<PAGE> 4
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"), and
amended by Amendment No. 1 to Schedule 13D dated October 31, 1998 and Amendment
No. 2 to Schedule 13D dated March 31, 1999, relating to the common stock, no par
value per share (the "Common Stock" or the "Shares") of Meridian Insurance
Group, Inc. (the "Company"). The principal executive offices of the Company are
located at 2955 North Meridian Street, P.0. 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.
ITEM 2. IDENTITY AND BACKGROUND.
This amendment is being jointly filed by Shepard and American Union
Financial Corporation ("AUFC"), pursuant to the agreement which is attached to
this statement as Exhibit 1. Shepard and AUFC are sometimes collectively
referred to herein as the "Reporting Persons."
This amendment is filed to report AUFC's purchases of Shares on the
open market between April 5, 1999 and May 17, 1999. Shepard owns 50% of the
common stock of AUFC. The remaining 50% of the common stock is owned by Mr.
Tracy M. Shepard, who is Executive Vice President and a director of AUFC, and is
the brother of Shepard. The joint filing by the Reporting Persons of this
amendment should not be deemed an admission by the Reporting Persons that either
of them possesses any voting or investment power over the Shares held by the
other. Notwithstanding any connection between the Reporting Persons, at this
time each of the Reporting Persons disclaims beneficial ownership of the Shares
held by the other.
Shepard. Shepard's address is 15 Country Club Place, Bloomington,
Illinois 61701. His principal occupation is President of AUFC and President of
two subsidiaries of AUFC, American Union Insurance Company, an Illinois property
and casualty insurance company ("AUIC"), American Union Life Insurance Company,
an Illinois life, accident and health insurance company ("AULIC") (collectively,
the "AUFC Companies"). Shepard is also a director of AUFC. In addition, Shepard
is the Chief Executive Officer of Illinois HealthCare Insurance Company, an
Illinois life, accident and health 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 is a United States citizen.
AUFC. AUFC is an Illinois business corporation whose principal business
is to serve as a holding company for the insurance company subsidiaries stated
above. AUFC's office and principal business address is 303 East Washington
Street, Bloomington, Illinois 61701. The directors and executive officers of
AUFC are Shepard and Tracy M. Shepard. Tracy M. Shepard's address is 310 West
Virginia Avenue, Normal, Illinois 61761. His principal occupation is
developing real estate, which he does as President of Country Acres Land
Corporation, a real-estate development company located at 303 East Washington
Street, Bloomington, Illinois 61701.
During the last five years, neither Shepard nor AUFC, nor, to the best
of their knowledge, any director or officer of AUFC, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a proceeding of a judicial or administrative body of competent
jurisdiction resulting in them becoming subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to federal or state securities laws or finding any violation with
respect to such laws.
4
<PAGE> 5
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As of the date of this amendment, Shepard owns 1,094,500 Shares.
Shepard's purchase, and the source and amount of consideration used therefor,
was reported on a Schedule 13D filed with the Securities and Exchange Commission
on August 31, 1998. On January 6, 1999, Shepard received 99,500 Shares from the
Company as a result of a stock dividend.
As of the date of this amendment, AUFC owned 177,500 Shares, which it
purchased using AUFC general corporate funds. The aggregate price paid by AUFC
for these Shares was $2,931,931.
ITEM 4. PURPOSE OF TRANSACTION.
AUFC acquired the Shares for the purpose of investment because it
believed the Shares represented a favorable investment opportunity. It is
evaluating and expects to continue to evaluate 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 its business, AUFC may in the future
take such actions with respect to such holdings in the Company as it 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.
Except as set forth above, AUFC has no present plans or proposals which
would result in or relate to any of the transactions described in (a) through
(j) of Item 4 of Schedule 13D. In the future, however, AUFC 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) (i) Shepard. On the date of this amendment, the aggregate number of
Shares of which Shepard may be deemed the beneficial owner is 1,094,500
(approximately 15.08% of the Shares outstanding), all of which are held by
Shepard as an individual. Shepard may be deemed the beneficial owner of the
Shares held by AUFC. Shepard disclaims beneficial ownership of the Shares held
by AUFC.
(ii) AUFC. On the date of this statement, the aggregate number of
Shares of which AUFC may be deemed the beneficial owner is 177,500
(approximately 2.44% of the Common Stock outstanding), all of which are held by
AUFC. AUFC disclaims beneficial ownership of the Shares held by Shepard. Tracy
M. Shepard owns no Shares.
5
<PAGE> 6
(b)(i) Shepard. Shepard has sole power to vote and sole power to
dispose or direct the disposition of the 1,094,500 Shares he holds as an
individual. Shepard does not have shared power to vote or direct the vote or
dispose or direct the disposition of any Shares. Shepard disclaims any power to
vote or direct the disposition of the Shares held by AUFC.
(ii) AUFC. AUFC has sole power to vote and sole power to dispose or
direct the disposition of the 177,500 Shares held by AUFC. AUFC does not have
shared power to vote or shared power to direct the disposition of any Shares.
Tracy M. Shepard does not have sole or shared power to vote or direct the
disposition of any Shares.
(c)(i) Shepard. Shepard has not engaged in any transactions in the
Shares during the 60 days preceding the date of this amendment.
(ii) AUFC. Between April 5, 1999 and May 17, 1999, AUFC purchased a
total of 177,500 Shares in open market transactions effected on the NASDAQ, at
prices ranging from $15.1855 to $16.9250 per share as follows:
Date Shares Price ($)
---- ------ ---------
April 5, 1999 10,900 15.1855
April 9, 1999 49,900 16.6250
April 15, 1999 56,900 16.6250
April 29, 1999 10,300 16.5000
May 3, 1999 7,800 16.3833
May 4, 1999 500 16.1750
May 5, 1999 5,500 16.3000
May 6, 1999 500 16.3000
May 7, 1999 5,000 16.1750
May 7, 1999 1,000 16.2900
May 11, 1999 8,000 16.9250
May 17, 1999 6,400 16.8750
May 17, 1999 14,800 16.6666
Tracy M. Shepard has not engaged in any transactions in the Shares
during the 60 days preceding the date of this amendment.
(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, the Shares
disclosed herein as being beneficially owned by each of the Reporting Persons.
(e) Not applicable.
6
<PAGE> 7
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
among the Reporting Persons or between such persons and any other person with
respect to any securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description
Exhibit 1. Joint Filing Agreement.
7
<PAGE> 8
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.
May 19, 1999
Gregory M. Shepard
/s/ Gregory M. Shepard
------------------------------------
American Union Financial Corporation
/s/ Gregory M. Shepard
------------------------------------
By: Gregory M. Shepard
Its: President
8
<PAGE> 9
EXHIBIT INDEX
Exhibit No. Description
Exhibit 1. Joint Filing Agreement.
9
<PAGE> 1
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned agree that the amendment to the statement on Schedule 13D to
which this Agreement is attached is filed on behalf of each of them pursuant to
Rule 13d-1(k).
May 19, 1999
Gregory M. Shepard
/s/ Gregory M. Shepard
------------------------------------
American Union Financial Corporation
/s/ Gregory M. Shepard
------------------------------------
By: Gregory M. Shepard
Its: President
