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Exhibit (a)(1)(E)
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 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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To Our Clients:
Enclosed for your consideration are an Offer to Purchase dated August 31,
2000 (the "Offer to Purchase") and a related Letter of Transmittal in connection
with the offer 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
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 the Offer to Purchase and in the related Letter of Transmittal (which, as
amended from time to time, together constitute the "Offer").
Shareholders who desire to tender Common Shares pursuant to the Offer and
whose certificates evidencing such Common Shares are not immediately available
or the procedures for book-entry transfer set forth in the Offer to Purchase
cannot be completed on a timely basis or time will not permit all required
documents to reach ChaseMellon Shareholder Services, L..L.C. (the "Depositary")
prior to the Expiration Date (as defined in the Offer to Purchase) may
nevertheless tender their Common Shares according to the guaranteed delivery
procedures set forth in Section 3 "Procedures for Accepting the Offer and
Tendering Common Shares" of the Offer to Purchase.
We are (or our nominee is) the holder of record of Common Shares held by us
for your account. A tender of such Common Shares can be made only by us as the
holder of record and pursuant to your instructions. The Letter of Transmittal
is furnished to you for your information only and cannot be used by you to
tender Common Shares held by us for your account.
We request instructions as to whether you wish to have us tender on your
behalf any or all of the Common Shares held by us for your account, upon the
terms and subject to the conditions set forth in the Offer .
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, (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
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diluted basis, and (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, (3) purchaser being satisfied, in its sole
discretion, that the provisions of the Indiana Control Share
Acquisitions Chapter are inapplicable to the Offer and Proposed Merger
described in the Offer to Purchase, (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
and (5) Purchaser obtaining financing. The Offer is also subject to
certain other terms and conditions set forth in the Offer to Purchase.
(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 exemption
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 purchased pursuant to the Offer
will be made only after timely receipt by the Depositary of certificates
evidencing or a Book-Entry Confirmation (as defined in the Offer to
Purchase) with respect to, such Common Shares and a Letter of
Transmittal (or facsimile thereof), properly completed and duly
executed, with all 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 for
Tendering Common Shares" of the Offer to Purchase.
If you wish to have us tender any or all of your Common Shares, please so
instruct us by completing, executing and returning to us the form contained in
this letter. An envelope in which to return your instructions to us is
enclosed. If you authorize the tender of your Common Shares, all such Common
Shares will be tendered unless otherwise specified in your instructions. Your
instructions should be forwarded to us in ample time to permit us to submit a
tender on your behalf prior to the Expiration Date (as defined in the Offer to
Purchase).
The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal, as amended from time to time, and is being made to all holders of
Common Shares.
Purchaser is not aware of any jurisdiction where the making of the Offer is
prohibited by administrative or judicial action pursuant to any valid state
statute. If Purchaser becomes aware of any valid state statute prohibiting the
making of the Offer or the acceptance of Common Shares pursuant thereto,
Purchaser will make a good faith effort to comply with such state statute. If,
after such good faith effort, Purchaser cannot comply with such state statute,
the Offer will not be made to (nor will tenders be accepted from or on behalf
of) the holders of Common Shares in such state. In any jurisdiction where
federal or state securities laws, or other laws, require the Offer to be made by
a licensed broker or dealer, the Offer shall be deemed to be made on behalf of
Purchaser by one or more registered brokers or dealers licensed under the laws
of such jurisdiction.
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Instructions with Respect to the
Offer to Purchase for Cash
All Outstanding Shares of Common Stock of
Meridian Insurance Group, Inc.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase, dated August 31, 2000 and the related Letter of Transmittal (which,
as amended from time to time, together constitute the "Offer") in connection
with the Offer by Meridian Insurance Acquisition Corporation, an Illinois
corporation, and a wholly owned subsidiary of American Union Insurance Company ,
an Illinois stock insurance company, to purchase all outstanding shares of
common stock, no par value (the "Common Shares), of Meridian Insurance Group,
Inc., an Indiana corporation, at a price of $20.00 per Common Share, net to the
seller in cash, without interest thereon.
This will instruct you to tender the number of Common Shares indicated below
(or, if no number is indicated below, all Common Shares) that are held by you
for the account of the undersigned, upon the terms and subject to the conditions
set forth in the Offer to Purchase.
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Number of Shares to be Tendered:
Shares*
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SIGN HERE
Dated: _______________, 2000 ________________________________________
________________________________________
Signature(s)
________________________________________
________________________________________
________________________________________
Please type or print name(s)
________________________________________
________________________________________
Please type or print address
________________________________________
Area Code and Telephone Number
________________________________________
Taxpayer Identification or Social
Security Number
* Unless otherwise indicated, it will be assumed that all Common Shares held by
us for your account are to be tendered pursuant to the Offer.
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