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Exhibit (a)(1)(D)
ChaseMellon Shareholder Services, L.L.C. CALL TOLL-FREE: (888) 451-6741
44 Wall Street
7/th/ Floor
New York, NY 10005
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
Meridian Insurance Group, Inc.
at
$20.00 Net Per Common Share
by
Meridian Insurance Group Acquisition Corporation
a wholly owned subsidiary of
American Union Insurance Company
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON FRIDAY, SEPTEMBER 29, 2000, UNLESS THE OFFER IS EXTENDED.
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August 31, 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"), to act
as Information Agent in connection with Purchaser's offer to purchase all
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 $20.00 per Common Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in Purchaser's
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") 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 conditional upon, among other things, (1) there being validly
tendered and not properly withdrawn prior to the expiration of the Offer a
number of Common Shares which, together with Common Shares owned by Parent,
Shepard and Purchaser, constitute at least 50.1% of the voting securities of the
Company outstanding on a fully diluted basis (the "Minimum Condition"); (2)
Purchaser being satisfied, in its sole discretion, that the provisions of the
Indiana Business Combination Chapter are inapplicable to the Offer and Proposed
Merger described in the Offer to Purchase (the "Business Combination
Condition"); (3) Purchaser being satisfied, in its sole discretion, that the
provisions of the Indiana Control Share Acquisitions Chapter are inapplicable to
the Offer and the Proposed Merger described in the Offer to Purchase (the
"Control Share
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Acquisitions Condition"); (4) Parent, Shepard and Purchaser having obtained all
insurance regulatory approvals necessary for their acquisition of control of the
Company and its insurance subsidiaries on terms and conditions satisfactory to
Purchaser in its sole discretion (the "Insurance Regulatory Approval
Condition"), and (5) Purchaser obtaining financing ("Purchaser Obtaining
Financing Condition.") The Offer is also subject to certain other terms and
conditions set forth in the Offer to Purchase.
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 Offer to Purchase dated August 31, 2000.
2. The Letter of Transmittal for your use and for the information of your
clients. Facsimile copies of the 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 in the Offer to Purchase) 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, SEPTEMBER 29, 2000, UNLESS THE OFFER
IS EXTENDED.
Your attention is invited to the following:
1. The tender price is $20.00 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 all outstanding Common Shares.
3. The Offer and withdrawal rights will expire at 5:00 P.M., New York
City time, on Friday, September 29, 2000, unless the Offer is extended.
4. The Offer is conditioned upon, among other things, the Minimum
Condition, the Business Combination Condition, the Control Share Acquisitions
Condition, the Insurance Regulatory Approval Condition, and the Purchaser
Obtaining Financing Condition. The Offer is also subject to certain other terms
and conditions set forth in the Offer to Purchase.
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5. Except as otherwise provided in Instruction 6 of the 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 exception applies or unless the required taxpayer
identification information is provided. See Instruction 10 of, and "Important
Tax Information" in, the Letter of Transmittal.
6. In all cases, payment for Common Shares accepted for payment pursuant
to the Offer will be made only after timely receipt by the Depositary of
certificates evidencing such Common Shares (or a confirmation of a book-entry
transfer of such Common Shares into the Depositary's account at the Book-Entry
Transfer Facility (as defined in the Offer to Purchase)), a Letter of
Transmittal (or facsimile thereof) properly completed and duly executed, with
any required signature guarantees, or, in the case of a book-entry transfer, an
Agent's Message (as defined in the Offer to Purchase), and any other documents
required by the Letter of Transmittal. See Section 3 -- "Procedures for
Accepting the Offer and Tendering Common Shares" of the Offer to Purchase.
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.
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) 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 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 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 THE PARENT, SHEPARD, THE 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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