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Exhibit (a)(1)(M)
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 Supplement (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 Amended
Letter of Transmittal (PINK) and the Offer to Purchase (as defined below)) 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, as amended by
the Supplement.
The Depositary for the Offer is:
ChaseMellon Shareholder Services, L.L.C.
By Mail: By Overnight Courier By Hand:
Post Office Box 3301 Delivery: 120 Broadway, 13th Floor
South Hackensack, NJ 85 Challenger Road--Mail New York, NY 10271
07606 Drop--Reorg Attn: Reorganization
Attn: Reorganization Ridgefield Park, NJ Department
Department 07660
Attn: Reorganization
Department
By Facsimile
Transmission:
(201) 296-4293
Confirm by Telephone:
(201) 296-4860
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 an Amended Letter of Transmittal (PINK) 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 Amended Letter of Transmittal (PINK).
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, which in turn is
wholly owned by Gregory M. Shepard and Tracy N. Shepard, 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 related Amended 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, as
amended by the Supplement.
Number of Shares: ___________________
_____________________________________
Certificate Nos. (If Available):
_____________________________________ _____________________________________
Signature(s) of Holder(s)
Dated: , 2000
_____________________________________
[_]Check box if Shares will be Name(s) of Holders:
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 Amended Letter of Transmittal (PINK) (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, as amended by the Supplement), and any
other documents required by the Amended 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 Amended 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, as amended by the Supplement.
(PLEASE PRINT)
Name: _____________________________________________________________________
Address: __________________________________________________________________
(Zip Code)
AUTHORIZED SIGNATURE: _____________________________________________________
Name: _____________________________________________________________________
___________________________________________________________________________
Title: ____________________________________________________________________
Daytime Area Code and Tel. No.: ___________________________________________
Dated: ____________________________________________________________________
NOTE: DO NOT SEND COMMON SHARE CERTIFICATES WITH THIS NOTICE OF GUARANTEED
DELIVERY. COMMON SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER
OF TRANSMITTAL.
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