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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)*
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
303 East Washington Street
Bloomington, Illinois 61701
Telephone: (309) 557-1210
Facsimile: (309) 827-0303
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 30, 2000
(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 (S)(S)240.13d-l(e), 240.13d-l(f) or 240.13d-l(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 (S)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).
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CUSIP No. 589644-10-3
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1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Gregory M. Shepard
S.S. No.###-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (See Instructions)
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [X]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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7. SOLE VOTING POWER
NUMBER OF
1,588,400
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
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EACH 9. SOLE DISPOSITIVE POWER
REPORTING
1,588,400
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,588,400
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.23%
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14. TYPE OF REPORTING PERSON (See Instructions)
IN
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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 D. Shepard ("Shepard"), and
amended by Amendment No. 1 to Schedule 13D dated October 31, 1998, Amendment No.
2 to Schedule 13D dated March 31, 1999, Amendment No. 3 to Schedule 13D dated
May 19, 1999, Amendment No. 4 to Schedule 13D dated June 21, 1999, Amendment No.
5 to Schedule 13D dated June 30, 1999, and Amendment No. 6 to Schedule 13D dated
November 4, 1999. This Statement relates to the offer by Meridian Insurance
Group Acquisition Corporation, an Illinois corporation ("Offeror"), a wholly
owned subsidiary of American Union Insurance Company, an Illinois stock
insurance company ("Parent") (Offeror and Parent are sometimes called the "AUIC
Companies"), to purchase all of the outstanding shares of common stock, no par
value per share (the "Shares"), of Meridian Insurance Group, Inc. (the
"Company") at a price of $20.00 per share, net to the seller in cash and without
interest thereon, on the terms and subject to the conditions set forth in the
Offer to Purchase, dated August 31, 2000 (the "Offer to Purchase") and the
related Letter of Transmittal (which, as amended from time to time, together
constitute the "Offer"). The principal executive offices of the Company are
located at 2955 North Meridian Street, P.O. Box 1980, Indianapolis, Indiana
46206.
Item 2. Identity and Background.
(a)-(c) This Schedule 13D is filed by Shepard in relation to the Offer.
Parent, of which Shepard is the Chairman of the Board of Directors and
President, is in the property and casualty insurance business. Offeror is newly
formed by Parent in connection with the Offer and the transactions contemplated
thereby. It is not anticipated that, prior to the consummation of the Offer and
the transactions contemplated thereby, Offeror will have any significant assets
or liabilities or will engage in any activities other than those incident to the
Offer and the transactions contemplated thereby. The principal business offices
of Shepard and the AUIC Companies are located at 303 East Washington Street,
Bloomington, Illinois 61701. Attached hereto as Exhibit A is a list of all
executive officers and directors of the AUIC Companies, including the principal
business address, the principal occupation or employment and the citizenship of
each.
(d)-(e) During the five years prior to the date hereof, except as disclosed
below, none of the AUIC Companies or, to the best of their knowledge, any
executive officer or director of any of the AUIC Companies, (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as a result of which, such person
was or is 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.
Shepard became a party to a consent decree issued by the Securities and Exchange
Commission on May 11, 2000. The consent decree states that during April 1999
Shepard, through Parent, purchased shares of the Company on the open market
during the pendency of a tender offer by the Parent for shares of the Company in
violation of Rule 10b-13. Shepard, without admitting or denying the findings,
consented to the entry of the consent decree stating that Shepard should cease
and desist from committing any violation, or future violation, of Rule 14e-5
(formerly Rule 10b-13) of the Act.
Item 3. Source and Amount of Funds or Other Consideration.
The total amount of funds required to purchase all of the Shares and to pay
Shepard's and the AUIC Companies' related fees and expenses is approximately
$135.9 million. Offeror intends to obtain all of such funds from a capital
contribution from Parent. Parent plans to obtain such funds from any and all
sources available to Parent.
Item 4. Purpose of Transaction.
(a) The purpose of the Offer and the proposed second-step merger, pursuant
to which the Company will merge with and into Offeror with the Company
continuing as the surviving corporation (the "Proposed Merger"), is to enable
Parent, of which Shepard owns 50% of the outstanding common stock and Tracy M.
Shepard, his brother, owns 50% of the outstanding common stock, to acquire
control of, and the entire equity interest in, the Company. Parent intends to
continue to seek to negotiate with the Company with respect to the acquisition
of the Company. In
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accordance with applicable law and subject to the terms of any merger agreement
that it may enter with the Company, Parent or Shepard may explore any and all
options which may be available to them. In this regard, and after expiration or
termination of the Offer, Parent or Shepard may seek to acquire additional
shares of common stock of the Company through open market purchases, privately
negotiated transactions, a tender offer or exchange or otherwise, upon such
terms and at such prices as they may determine. In connection with the Offer and
Proposed Merger, (i) Parent and Offeror intend, if necessary, to solicit proxies
or consents to call a special meeting, at which, shareholders would be asked to
elect a slate of nominees for directors of the Company who support the Offer and
the Proposed Merger and to remove all of the members of the board of directors
of the Company, (ii) Offeror, Shepard and Parent instituted a declaratory
judgment action against the board of directors of the Company in the Southern
District of Indiana claiming that an amendment to the articles of incorporation
of the Company was ineffective (if successful in their declaratory judgment
action, the Company will be deemed to have opted out of Chapters 42 and 43 of
the Indiana Business Corporation Statute which will remove certain barriers to
acquiring controlling interests in the Company), (iii) Offeror will require the
board of directors of the Company to redeem the Company's preferred share
purchase rights at a redemption price of $0.005 per right, and (iv) Shepard
intends to contribute his interest in the Company to Parent.
(b) Reference is hereby made to the disclosure regarding the Offer and the
Proposed Merger set forth in subparagraph (a) of this Item 4 and to Schedule TO
(as defined below), which is herein incorporated by reference.
(d) Reference is hereby made to the disclosure regarding the Offer and the
Proposed Merger set forth in subparagraph (a) of this Item 4 and to Schedule TO
(as defined below), which is herein incorporated by reference.
(g) Reference is hereby made to the disclosure regarding the Offer and the
Proposed Merger set forth in subparagraph (a) of this Item 4 and to Schedule TO
(as defined below), which is herein incorporated by reference.
Except as indicated in this Schedule 13D, the statement on Schedule 13D of
the AUIC Companies filed with the Securities and Exchange Commission on August
30, 2000 (the "AUIC Companies Schedule 13D"), the contents of which are herein
incorporated by reference, or as disclosed in the Schedule TO of Offeror and
Parent filed with the Securities and Exchange Commission on August 30, 2000 (the
"Schedule TO"), the contents of which, including, without limitation, all
exhibits of the Schedule TO, are incorporated herein by reference, neither
Shepard nor the AUIC Companies currently have any specific plans or proposals
that relate to or would result in any of the matters described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
Item 5. Interests in Securities of the Issuer.
(a) On the date of this amendment, the aggregate number of Shares of which
Shepard may be deemed the beneficial owner is 1,588,400, all of which are held
by Shepard as an individual.
(b) Shepard has the sole power to vote and the sole power to dispose or
direct the disposition of the 1,588,400 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.
(c) Between November 3, 1999 and August 30, 2000, Shepard purchased a
total of 400 Shares on November 5, 1999, in an open market transaction effective
on the NASDAQ, at a price of $16.5625 per share. On December 15, 1999, the
Company declared a 10% stock dividend to each shareholder of record as of
December 27, 1999, which resulted in Shepard receiving 144,400 additional Shares
to the 1,444,000 Shares Shepard held on that date.
(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 Shepard.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Underwritings or Relationships with
Respect to Securities of the Issuer.
Except as described in this Schedule 13D, the AUIC Companies Schedule 13D,
or in the Schedule TO, none of Shepard, the AUIC Companies or, to the best of
their knowledge, any executive officer or director thereof, has any other
contracts, arrangements, understandings or relationships with any persons with
respect to any securities of the Company. It is the intention of Shepard to
contribute his current ownership interest in the Company to Parent. The
description of the transactions discussed in Item 4 and this Item 6 are further
described in the Schedule TO and the exhibits to the Schedule TO. Such
documents are incorporated by reference for all of the terms and conditions of
such documents.
Item 7. Material to be Filed as Exhibits.
Exhibit A Executive Officers and Directors of the AUIC Companies
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SIGNATURE
Dated: August 30, 2000
/s/ Gregory M. Shepard
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GREGORY M. SHEPARD
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EXHIBIT INDEX
Exhibit A Executive Officers and Directors of the AUIC Companies
