SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) October 25, 2000
MERIDIAN INSURANCE GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Indiana
(State of Other Jurisdiction of Incorporation)
0-11413 35-1689161
(Commission File Number) (IRS Employer Identification No.)
2955 North Meridian Street, P. O. Box 1980, Indianapolis, Indiana 46206
Address of Principal Executive Offices) (Zip Code)
317-931-7000
(Registrant's Telephone number, Including Area Code)
MERIDIAN INSURANCE GROUP, INC., AND SUBSIDIARIES
ITEM 5. Other Events
On October 25, 2000, Meridian Insurance Group, Inc. (the
"Company") entered into an Agreement and Plan of Merger
(the "Merger Agreement") providing for the merger (the
"MIGI Merger") of the Company with a newly-formed, wholly-
owned subsidiary of State Automobile Mutual Insurance
Company ("State Auto"). At the same time, the Company's
largest shareholder Meridian Mutual Insurance Company
("Meridian Mutual") entered into an Agreement to Merge
with and into State Auto (the "Mutual Merger" and together
with the MIGI Merger, the "Mergers"). As a result of the
Mergers, (a) the operations of Meridian Mutual and State
Auto will be combined, with State Auto as the surviving
corporation of the Mutual Merger, (b) the Company will
become a wholly-owned subsidiary of State Auto, and (c)
the public shareholders of the Company will receive $30.00
per share in cash. Each Merger is conditioned upon
consummation of the other Merger, receipt of insurance
regulatory approvals and receipt of antitrust clearance.
In addition, the MIGI Merger must be approved by the
shareholders of the Company and the Mutual Merger must be
approved by the policyholders of Meridian Mutual and State
Auto and reapproved by the board of directors of each
party. Meridian Mutual and State Auto have each agreed to
vote all Company shares owned by them in favor of the MIGI
Merger. Together, the mutual companies own approximately
53% of the Company's outstanding shares. The Merger
Agreement also provides for the payment of a break-up fee
or liquidated damages to State Auto or liquidated damages
to the Company if the Merger Agreement is terminated under
certain circumstances.
On October 25, 2000, the Company issued a press release
which is attached hereto as Exhibit 99.01.
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits
2.01 Agreement and Plan of Merger among State
Automobile Mutual Insurance Company, MIGI Acquisition
Corp., and Meridian Insurance Group, Inc., dated
October 25, 2000. The schedules to the Merger Agreement
have been omitted as permitted by the rules of the
Commission. The Registrant agrees to furnish
supplementally a copy of any omitted schedule to the
Commission upon request.
99.01 Press release issued by the Company dated
October 25, 2000.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
MERIDIAN INSURANCE GROUP, INC.
Date: October 30, 2000 By: /s/ Steven E. English
Steven E. English
Chief Financial Officer and Treasurer
