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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(AMENDMENT NO. 1)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
MERIDIAN INSURANCE GROUP, INC.
(Name of Subject Company (Issuer))
AMERICAN UNION INSURANCE COMPANY (OFFEROR PARENT)
MERIDIAN INSURANCE GROUP ACQUISITION CORPORATION (OFFEROR)
GREGORY M. SHEPARD (SHAREHOLDER OF OFFEROR PARENT)
TRACY M. SHEPARD (SHAREHOLDER OF OFFEROR PARENT)
(Names of Filing Persons (Offerors))
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
589644-10-3
(CUSIP Number of Class of Securities)
Gregory M. Shepard
303 East Washington Street
Bloomington, Illinois 61701
Telephone: (309) 557-1210
Facsimile: (309) 827-0303
(Name, Address and Telephone Numbers of Person Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Eric M. Fogel, Esq.
Duane, Morris & Heckscher LLP
227 West Monroe, Suite 3400
Chicago, Illinois 60606
Telephone: (312) 499-6700
Facsimile: (312) 499-6701
Calculation of Filing Fee
--------------------------------------------------------------------------------
Transaction valuation* Amount of filing fee
--------------------------------------------------------------------------------
$125,880,220.00 $25,176.04
--------------------------------------------------------------------------------
* For purposes of calculating filing fee only. This amount is based on
the offer to purchase all of the outstanding shares of common stock, no par
value, of Meridian Insurance Group, Inc. (the "Shares"), at a purchase price per
Share of $20.00 cash per Share, 7,852,411 Shares issued and outstanding as of
June 30, 2000 (as reported in Meridian Insurance Group, Inc.'s Quarterly Report
on Form 10-Q for the fiscal quarter ended June 30, 2000), less 1,588,400 Shares
owned by Gregory M. Shepard, the President of offeror and the President of
offeror's parent. The
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amount of the filing fee, which was calculated in accordance with Regulation
240.0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of
one percent of the value of the transaction.
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, of the Form or Schedule and the date of its filing.
Amount Previously Paid: $25,176.04
Form or Registration No.: Schedule TO
Filing Party: American Union Insurance Company (Offeror Parent) and
Meridian Insurance Group Acquisition Corporation
Date Filed: August 30, 2000
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
AMENDMENT NO. 1 TO TENDER OFFER STATEMENT
This Amendment No. 1 to the Tender Offer Statement on Schedule TO (the
"Schedule TO") relates to the offer by American Union Insurance Company, an
Illinois stock insurance company ("Parent"), Meridian Insurance Group
Acquisition Corporation, an Illinois corporation and a wholly owned subsidiary
of Parent ("Purchaser"), and Gregory M. Shepard and Tracy M. Shepard, the sole
shareholders of Parent (the "Shepards") to purchase shares of common stock, no
par value per share, ("Common Stock" or the "Shares") of Meridian Insurance
Group, Inc., an Indiana corporation (the "Company"). The item numbers and
responses thereto below are in accordance with the requirements of Schedule TO.
Item 12. Exhibits.
(a)(1)(A) Offer to Purchase, dated August 31, 2000.*
(a)(1)(B) Letter of Transmittal.*
(a)(1)(C) Notice of Guaranteed Delivery.*
(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
other Nominees.*
(a)(1)(E) Form of letter to clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.*
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(1)(G) Press Releases issued by Parent, dated August 30, 2000.*
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(a)(1)(H) Press Release issued by Parent, dated September 5, 2000.
(a)(1)(I) Press Release issued by Parent, dated September 6, 2000.
(a)(1)(J) Press Release issued by Parent, dated September 11, 2000.
(b) None or not applicable.
(d) None or not applicable.
(g) None or not applicable.
(h) None or not applicable.
99.1 The statutory financial statement of Parent (without schedules), as
filed with the Illinois Department of Insurance for 1998.*
99.2 The statutory financial statement of Parent (without schedules), as
filed with the Illinois Department of Insurance for 1999.*
99.3 The statutory financial statement of Parent (without schedules), as
filed with the Illinois Department of Insurance for the six months
ended June 30, 2000.*
* Previously filed.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: September 13, 2000
AMERICAN UNION INSURANCE COMPANY
/s/ Gregory M. Shepard
-----------------------
(Signature)
Gregory M. Shepard, President
-----------------------------
(Name and Title)
September 13, 2000
------------------
(Date)
MERIDIAN INSURANCE GROUP ACQUISITION
CORPORATION
/s/ Gregory M. Shepard
-----------------------
(Signature)
Gregory M. Shepard, President
-----------------------------
(Name and Title)
September 13, 2000
------------------
(Date)
/s/ Gregory M. Shepard
-----------------------
(Signature)
September 13, 2000
------------------
(Date)
/s/ Tracy M. Shepard
---------------------
(Signature)
September 13, 2000
------------------
(Date)
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EXHIBIT INDEX
Exhibit Page
(a)(1)(A) Offer to Purchase, dated August 31, 2000.*
(a)(1)(B) Letter of Transmittal.*
(a)(1)(C) Notice of Guaranteed Delivery.*
(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
other Nominees.*
(a)(1)(E) Form of letter to clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.*
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(1)(G) Press Releases issued by Parent, dated August 30, 2000.*
(a)(1)(H) Press Release issued by Parent, dated September 5, 2000.
(a)(1)(I) Press Release issued by Parent, dated September 6, 2000.
(a)(1)(J) Press Release issued by Parent, dated September 11, 2000.
(b) None or not applicable.
(d) None or not applicable.
(g) None or not applicable.
(h) None or not applicable.
99.1 The statutory financial statement of Parent (without schedules),
as filed with the Illinois Department of Insurance for 1998.*
99.2 The statutory financial statement of Parent (without schedules),
as filed with the Illinois Department of Insurance for 1999.*
99.3 The statutory financial statement of Parent (without schedules),
as filed with the Illinois Department of Insurance for the six
months ended June 30, 2000.*
* Previously filed.
