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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
MERIDIAN INSURANCE GROUP, INC.
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
589644-10-3
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(CUSIP Number)
GREGORY M. SHEPARD,
303 E. Washington Street,
Bloomington, IL 61701 (309)829-1061
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MARCH 31, 1999
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(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-l(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).
Page 1 of 5
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SCHEDULE 13D
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CUSIP No. 589644-10-3 Page 2 of 5 Pages
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GREGORY M. SHEPARD
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(a)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF 7. SOLE VOTING POWER
SHARES 1,094,500
BENEFICIALLY ------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH -0-
REPORTING ------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
1,094,500
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10. SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,094,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.08%
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14. TYPE OF REPORTING PERSON
IN
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Page 2 of 5 Pages
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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 relating to
the common stock, no par value 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,
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.
The Company's outstanding Shares as of March 5, 1999 were 7,259,661.
On March 31, 1999 American Union Financial Corporation, an Illinois business
corporation ("AUFC") announced a tender offer to purchase up to 350,000 Company
Shares or 4.82% of the Company's March 5, 1999 outstanding Shares (according to
the Company's 1998 10-K). The tender, which is scheduled to commence on April 2,
1999, will be effected through a "Dutch auction" at a price of not less than
$14.50 nor more than $18.50 per Share.
ITEM 2. IDENTITY AND BACKGROUND
Shepard's business address is c/o AUFC, 303 East Washington Street,
Bloomington, Illinois 61701. His principal occupation is President of AUFC and
President of two subsidiaries of AUFC, American Union Insurance Company, an
Illinois property & casualty insurance company ("AUIC"), American Union Life
Insurance Company, an Illinois life, accident and health insurance company
("AULIC") (collectively, the "AUFC Companies"). 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 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
and as a result of which he was or is subject to a judgement, 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 March 31, 1999, Shepard owns 1,094,500 shares. Shepard's purchase of
995,000 Shares was reported on a Schedule 13D filed with the Securities &
Exchange Commission on August 31, 1998. On January 6, 1999 the Company paid
Shepard a 10% stock dividend of 99,500 Shares increasing Shepard's ownership to
1,094,500
.
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ITEM 4. PURPOSE OF TRANSACTION
Shepard acquired the Shares and AUFC intends to acquire its Shares for the
purpose of investment because they believe the Shares represented a favorable
investment opportunity. They are evaluating and expect 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
their business, Shepard or AUFC may in the future take such actions with respect
to such holdings in the Company as they deem 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.
Neither Shepard nor AUFC has any present plans or proposals which would
result in or relate to any of the transactions described in paragraphs (b)
through (j) of Item 4 of Schedule 13D. In the future, however, Shepard and AUFC
reserve 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 1,094,500 Shares, representing 15.08% of the outstanding
Shares. AUFC does not own any Shares.
(b) Shepard has the sole power to vote and the sole power to dispose of
1,094,500 Shares. Shepard has the shared power to vote and the shared
power to dispose of -0- Shares.
(c) None.
(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
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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: March 31, 1999 /s/ Gregory M. Shepard
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Gregory M. Shepard
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