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Meridian Insurance Group, Inc.
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FOR IMMEDIATE RELEASE
Contact: Steven R. Hazelbaker
Executive Vice President and Chief Operating Officer
(317) 931-7269
MERIDIAN INSURANCE GROUP COMMENTS ON SHEPARD LAWSUIT
INDIANAPOLIS, INDIANA, December 11, 2000--Meridian Insurance Group, Inc.
(Nasdaq: MIGI) commented on the motion filed December 8 by Gregory M. Shepard in
his civil lawsuit against MIGI and its Board of Directors, which seeks a
preliminary injunction to enjoin the merger announced October 25, 2000, between
MIGI and State Automobile Mutual Insurance Company. The lawsuit was originally
filed at the end of August when Gregory M. Shepard and his brother, Tracy M.
Shepard, through Meridian Insurance Group Acquisition Corporation and its
parent, American Union Insurance Company, commenced a hostile tender offer for
MIGI shares at a price of $20 per share. The offer was later amended to seek
only 50.1 percent of MIGI's outstanding shares at a price of $25 per share. On
December 8, 2000, the Shepard group announced that their offer was being
withdrawn because they were unable to structure a transaction comparable to the
proposed merger transaction between MIGI and State Auto.
Norma Oman, President and Chief Executive Officer of MIGI, stated, "We believe
Mr. Shepard's lawsuit is without merit and we will continue our vigorous defense
against this litigation. Our Board of Directors has consistently acted in good
faith, with the best interests of shareholders, policyholders, agents and
employees in mind. We believe the previously announced merger with State Auto,
in which our public shareholders would receive $30 per share, represents
excellent value for our shareholders and is beneficial for all our
constituencies. We are confident this transaction will close."
Meridian Insurance Group, Inc. provides automobile, homeowners, farmowners,
other personal lines of coverage, and commercial insurance. Meridian is licensed
to write business in Arizona, Florida, Georgia, Illinois, Indiana, Iowa, Kansas,
Kentucky, Maryland, Michigan, Minnesota, Missouri, North Dakota, Ohio,
Pennsylvania, South Dakota, Tennessee, Utah, Virginia, Washington, Washington,
D.C. and Wisconsin.
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MIGI's statement in this news release that it is confident that the transaction
with State Auto will close is a forward-looking statement within the meaning of
the Private Securities Litigation Reform Act of 1995. This forward-looking
statement is subject to risks and uncertainties that could cause actual
experience to differ materially from that which is projected, anticipated or
implied. The most significant of these risks and uncertainties are the
litigation risks that attend to the defense of any shareholder litigation of
this type, because, in the event that a preliminary injunction were to be
granted and that injunction were not dissolved or vacated, State Auto would have
the right to terminate the merger with MIGI. Meridian Insurance Group, Inc.,
undertakes no obligation to update or revise any forward-looking statements.
This release is neither an offer to sell nor a solicitation of an offer to buy
the securities of either company, nor a solicitation of a proxy. Any such offer
or solicitation will only be made in compliance with applicable securities law.
