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Exhibt (a)(1)(N)
Supplement to the Offer to Purchase Dated August 31, 2000
Meridian Insurance Group Acquisition Corporation
a wholly owned subsidiary of
American Union Insurance Company
50% owned by Gregory M. Shepard and 50% owned by Tracy M. Shepard
Has Amended Its Offer to Purchase for Cash, Shares of Common Stock
of
Meridian Insurance Group, Inc.
to
Reduce the Number of Shares of Common Stock that It Seeks to Acquire to
2,985,769
to
Eliminate and Add Certain Conditions of the Offer
and to
Increase the Price of Its Offer
to
$25.00 Net Per Share
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON FRIDAY, OCTOBER 20, 2000, UNLESS THE OFFER IS EXTENDED.
September 18, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Meridian Insurance Group Acquisition Corporation
("Purchaser"), an Illinois corporation and a wholly owned subsidiary of
American Union Insurance Company, an Illinois stock insurance company
("Parent"), which in turn is wholly owned by Gregory M. Shepard and Tracy M.
Shepard (the "Shepards") to act as Information Agent in connection with
Purchaser's offer to purchase 2,985,769 of the outstanding shares of common
stock, no par value (the "Common Shares") of Meridian Insurance Group, Inc.,
an Indiana corporation (the "Company"), at a price of $25.00 per Common Share,
net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Supplement, dated September 18,
2000 (the "Supplement"), to the Offer to Purchase, dated August 31, 2000 (the
"Offer to Purchase"), and the Amended Letter of Transmittal (PINK) (which, as
amended from time to time, together constitute the "Offer") enclosed herewith.
Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold Common Shares registered in your name or in the name
of your nominee.
The Offer is conditioned upon, among other things, (1) there being validly
tendered and not properly withdrawn prior to the Expiration Date a number of
Common Shares which, together with Common Shares owned by Parent, the Shepards
and Purchaser constitute at least 50.1% of the voting securities of the
Company outstanding on a fully diluted basis; (2) the Company's redemption of
its preferred share purchase rights; and (3) Parent, the Shepards and
Purchaser having obtained all insurance regulatory approvals necessary for
their acquisition of control of the Company and its insurance subsidiaries and
affiliates on terms and conditions reasonably satisfactory to Purchaser. The
Offer is also subject to certain other terms and conditions set forth in the
Supplement.
For your information and for forwarding to your clients for whom you hold
Common Shares registered in your name or in the name of your nominee, or who
hold Common Shares registered in their own names, we are enclosing the
following documents:
1. The Supplement, dated September 18, 2000, to the Offer to Purchase
dated August 31, 2000.
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2. The Amended Letter of Transmittal (PINK) for your use and for the
information of your clients. Facsimile copies of the Amended Letter of
Transmittal may be used to tender Common Shares;
3. Notice of Guaranteed Delivery to be used to accept the Offer if a
shareholder's certificates evidencing such shareholder's Common Shares and
all other required documents are not immediately available or cannot be
delivered to ChaseMellon Shareholder Services, L.L.C. (the "Depositary") by
the Expiration Date (as defined below) or if the procedure for book-entry
transfer cannot be completed on a timely basis;
4. A printed form of a letter which may be sent to your clients for
whose accounts you hold Common Shares registered in your name or in the
name of your nominee, with space provided for obtaining such clients'
instructions with regard to the Offer; and
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE
AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, OCTOBER 20, 2000, UNLESS THE
OFFER IS EXTENDED.
Your attention is invited to the following:
(1) The tender price is $25.00 per Common Share, net to the seller in
cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer.
(2) The Offer is being made for 2,985,769 of the outstanding Common
Shares. If more than 2,985,769 Common Shares are validly tendered and not
properly withdrawn prior to the Expiration Date (as defined below),
Purchaser, upon the terms and subject to the conditions of the Offer, will
accept for payment and pay for an aggregate of 2,985,769 Common Shares so
tendered, pro rata according to the number of Common Shares validly
tendered by each shareholder and not properly withdrawn on or prior to the
Expiration Date, with appropriate adjustments to avoid tenders of factional
Common Shares.
(3) The Offer and withdrawal rights will expire at 5:00 P.M., New York
City time, on Friday, October 20, 2000, unless the Offer is extended (the
"Expiration Date").
(4) The Offer is conditioned upon, among other things, (1) there being
validly tendered and not properly withdrawn prior to the Expiration Date a
number of Common Shares which, together with Common Shares owned by Parent,
the Shepards and Purchaser constitute at least 50.1% of the voting
securities of the Company outstanding on a fully diluted basis; (2) the
Company's redemption of its preferred share purchase rights; and (3)
Parent, the Shepards and Purchaser having obtained all insurance regulatory
approvals necessary for their acquisition of control of the Company and its
insurance subsidiaries and affiliates on terms and conditions reasonably
satisfactory to Purchaser. The Offer is also subject to certain other terms
and conditions set forth in the Supplement.
(5) Except as otherwise provided in Instruction 6 of the Amended Letter
of Transmittal, tendering shareholders will not be obligated to pay stock
transfer taxes with respect to the purchase of Common Shares by Purchaser
pursuant to the Offer. However, backup federal income tax withholding at a
rate of 31% may be required, unless an exemption applies or unless the
required taxpayer identification information is provided. See Instruction
10 of, and "Important Tax Information" in, the Amended Letter of
Transmittal.
(6) In all cases, payment for Common Shares purchased pursuant to the
Offer will be made only after timely receipt by the Depositary of
certificates evidencing or an Amended Book-Entry Confirmation (as defined
in the Offer to Purchase) with respect to, such Common Shares and an
Amended Letter of Transmittal (or facsimile thereof), properly completed
and duly executed, with all required signature guarantees, or, in the case
of a book-entry transfer, an Agent's Message (as defined in the
Supplement), and any other documents required by the Amended Letter of
Transmittal. See Section 3 "Procedures for Accepting the Offer and for
Tendering Common Shares" of the Offer to Purchase, as amended by the
Supplement.
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If holders of Common Shares wish to tender, but it is impracticable for
them to forward their certificates evidencing such Common Shares or other
required documents prior to the Expiration Date or, if applicable, to comply
with the book-entry transfer procedures on a timely basis, a tender may be
effected by following the guaranteed delivery procedure described in Section
3--"Procedures for Accepting the Offer and Tendering Common Shares" of the
Offer to Purchase, as amended by the Supplement.
Purchaser will not pay any fees or commissions to any broker, dealer or
other person (other than the Depositary and the Information Agent as described
in the Offer to Purchase, as amended by the Supplement) in connection with the
solicitation of tenders of Common Shares pursuant to the Offer. However,
Purchaser will reimburse you for customary mailing & handling expenses
incurred by you in forwarding any of the enclosed materials to your clients.
Purchaser will pay or cause to be paid any stock transfer taxes payable with
respect to the transfer of Common Shares to it, except as otherwise provided
in Instruction 6 of the Amended Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to
ChaseMellon Shareholder Services, L.L.C., the Information Agent, at the
address and telephone numbers set forth on the back cover page of the
Supplement and the Offer to Purchase.
Very truly yours,
ChaseMellon Shareholder Services,
L.L.C.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF PARENT, EITHER OF THE SHEPARDS, PURCHASER,
THE COMPANY, THE INFORMATION AGENT OR THE DEPOSITARY, OR OF ANY AFFILIATE OF
ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR TO
MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER
THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
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