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Exhibit (a)(1)(C)
NOTICE OF GUARANTEED DELIVERY
for
Tender of Shares of Common Stock
of
Meridian Insurance Group, Inc.
(Not to be Used For Signature Guarantees)
This Notice of Guaranteed Delivery, or one substantially in the form hereof,
must be used to accept the offer (as defined below) (i) if certificates ("Common
Share Certificates") evidencing shares of common stock, no par value (the
"Common Shares"), of Meridian Insurance Group, Inc., an Indiana corporation (the
"Company"), are not immediately available, (ii) if Common Share Certificates and
all other required documents cannot be delivered to ChaseMellon Shareholder
Services, L.L.C., as Depositary (the "Depositary"), prior to the Expiration Date
(as defined in Section 1. "Terms of the Offer; Expiration Date" of the Offer to
Purchase (as defined below)) or (iii) if the procedure for delivery by book-
entry transfer cannot be completed on a timely basis. This Notice of Guaranteed
Delivery may be delivered by hand or mail or transmitted by telegram or
facsimile transmission to the Depositary and must include a guarantee by an
Eligible Institution (as defined in the Letter of Transmittal and the Offer to
Purchase) and a representation that the shareholder owns the Common Shares, and
that the tender of the Common Shares effected thereby complies with Rule 14e-4
under the Securities Exchange Act of 1934, as amended, each in the form set
forth in this Notice of Guaranteed Delivery. See Section 3. "Procedures for
Accepting the Offer and Tendering Common Shares" of the Offer to Purchase.
The Depositary for the Offer is:
ChaseMellon Shareholder Services, L.L.C.
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By Mail: By Overnight Courier Delivery: By Hand:
Post Office Box 3301 85 Challenger Road-Mail 120 Broadway, 13/th/ Floor
South Hackensack, NJ 07606 Drop-Reorg New York, NY 10271
Attn: Reorganization Department Ridgefield Park, NJ 07660 Attn: Reorganization Department
Attn: Reorganization Department
By Facsimile Transmission:
(201) 296-4293
Confirm by Telephone:
(201) 296-4860
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DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION TO A
NUMBER OTHER THAN AS LISTED ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee signatures.
If a signature on a Letter of Transmittal is required to be guaranteed by an
"Eligible Institution" under the instructions thereto, such signature guarantee
must appear in the applicable space provided in the signature box on the Letter
of Transmittal.
THE GUARANTEE INCLUDED HEREIN MUST BE COMPLETED.
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Ladies and Gentlemen:
The undersigned hereby tenders to Meridian Insurance Group Acquisition
Corporation, an Illinois corporation and a wholly owned subsidiary of American
Union Insurance Company, an Illinois stock insurance company, upon 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"), receipt of each of
which is hereby acknowledged, the number of Common Shares specified below
pursuant to the guaranteed delivery procedure described in Section 3.
"Procedures for Accepting the Offer and Tendering Common Shares" of the Offer to
Purchase.
Number of Shares:____________________ ___________________________________
___________________________________
Certificate Nos. (If Available): Signature(s) of Holder(s)
_____________________________________
Dated:______________, 2000
_____________________________________
Name(s) of Holders:
[_] Check box if Shares will be
delivered by book-entry transfer
___________________________________
Account No.__________________________ ___________________________________
Please Type or Print
___________________________________
Address
___________________________________
Zip Code
___________________________________
Area Code and Telephone No.
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THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a commercial bank, broker, dealer, credit
union, savings association or other entity which is a member in good standing of
the Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Guarantee Program or the Stock Exchange Medallion Program
(each, an "Eligible Institution") hereby (a) represents that the above named
person(s) "own(s)" the Common Shares tendered hereby within the meaning of Rule
14e-4 under the Securities Exchange Act of 1934, as amended ("Rule 14e-4"), (b)
represents that the tender of Common Shares effected hereby complies with Rule
14e-4, and (c) guarantees delivery to the Depositary, at one of its addresses
set forth above, of Common Share Certificates tendered hereby in proper form for
transfer, or confirmation of book-entry transfer of such Common Shares into the
account maintained by the Depositary at The Depositary Trust Company in each
case with delivery of a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof) with any required signature guarantees, or
an Agent's Message (as defined in Section 3. "Procedures for Accepting the
Offer and Tendering Common Shares" of the Offer to Purchase), and any other
documents required by the Letter of Transmittal, within three (3) National
Association of Securities Dealers, Inc. trading days after the date of execution
of this Notice of Guaranteed Delivery.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of transmittal and the
Common Share Certificates to the Depositary within the time period shown herein.
Failure to do so could result in financial loss to such Eligible Institution.
All terms used herein have the meanings set forth in the Offer to Purchase.
(PLEASE PRINT)
Name:___________________________________________________________________________
Address:________________________________________________________________________
(Zip Code)
AUTHORIZED SIGNATURE:___________________________________________________________
Name:___________________________________________________________________________
________________________________________________________________________________
Title:__________________________________________________________________________
Daytime Area Code and Tel. No.:_________________________________________________
Dated:__________________________________________________________________________
NOTE: DO NOT SEND COMON SHARE CERTIFICATES WITH THIS NOTICE OF GUARANTEED
DELIVERY. COMMON SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF
TRANSMITTAL.
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