UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Meridian Insurance Group, Inc.
------------------------------
(Name of Issuer)
Common Shares
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(Title of Class of Securities)
589644-10-3
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(CUSIP Number)
Norma J. Oman
Meridian Mutual Insurance Company
2955 N. Meridian Street
Indianapolis, Indiana 46208-4788
(317) 931-7000
--------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
with copies to:
Stephen J. Hackman
Ice Miller
One American Square
Box 82001
Indianapolis, Indiana 46282-0002
(317) 236-2100
October 25, 2000
----------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition
which is the subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-1(3), 240.13d-1(f)
or 240.13d-1(g), check the following box [ ].
<PAGE>
SCHEDULE 13D
CUSIP NO. 589644-10-3
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Meridian Mutual Insurance Company # 35-0913391
--------------------------------- ------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[ ]
(B)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC, OO
------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
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NUMBER OF SHARES BENEFICIALLY OWNED
-----------------------------------
7. SOLE VOTING POWER
0
---
8. SHARED VOTING POWER
3,811,500
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9. SOLE DISPOSITIVE POWER
0
---
10. SHARED DISPOSITIVE POWER
3,811,500
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,811,500
---------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |X|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.6%
-----
14. TYPE OF REPORTING PERSON
IC
--
<PAGE>
ITEMS 1 THROUGH 7 OF SCHEDULE 13D
FOR
MERIDIAN MUTUAL INSURANCE COMPANY
This Schedule 13D relates to the beneficial ownership of Common Shares of
Meridian Insurance Group, Inc., an Indiana corporation (the "Issuer" or "MIGI"),
by Meridian Mutual Insurance Company (hereinafter also referred to as "Meridian
Mutual" or the "Reporting Person").
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Schedule 13D relates is the
Common Shares of the Issuer. The Issuer's principal executive offices are
located at 2955 North Meridian Street, Indianapolis, Indiana 46206.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by Meridian Mutual, an Indiana mutual
insurance company. The principal offices of Meridian Mutual are located at 2955
North Meridian Street, Indianapolis, Indiana 46206. Certain information with
respect to the Directors and Executive Officers of Meridian Mutual is set forth
on Schedule A and incorporated herein by reference.
Neither Meridian Mutual nor any person listed in Schedule A attached hereto
has been convicted during the last five years in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
Neither Meridian Mutual nor any person listed in Schedule A attached hereto
has during the last five years been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding is or has been subject to any civil judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation in respect to such
laws.
Neither the filing of this Schedule 13D nor the entering into the Voting
Agreement shall be deemed to be an admission that Meridian Mutual and State Auto
comprise a "group" within the meaning of Section 13(d)(3) of the Security and
Exchange Act of 1934 (the "Act") or Rule 13d-5(b)(1) promulgated thereunder.
Meridian Mutual expressly disclaims the existence of a group and any membership
in any group within the meaning of Section 13(d)(3) of the Act or Rule
13d-5(b)(1) promulgated thereunder of the Issuer.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Meridian Mutual directly owns 3,811,500 Common Shares of the Issuer. All of
the Issuer's shares were acquired when Meridian Mutual incorporated the Issuer
in 1986. Through subsequent stock dividends, the number of Common Shares of the
Issuer has since then been increased to its current number. The Issuer remained
a wholly-owned subsidiary of Meridian Mutual until March, 1987. At that time,
the Issuer sold Common Shares in a public offering. This reduced Meridian
Mutual's ownership in the Issuer from 100 percent to approximately 65 percent.
The Issuer completed a second public offering of Common Shares in 1993, further
reducing Meridian Mutual's percentage ownership in the Issuer to approximately
46.8 percent of its then outstanding Common Shares. Meridian Mutual's percentage
ownership increased to its current level of 48.6 percent as a result of certain
repurchases of Common Shares by the Issuer.
<PAGE>
Meridian Mutual may be deemed to have acquired beneficial ownership of
470,680 Common Shares owned by State Auto (as defined in Item 4) by virtue of
the Voting Agreement (as defined and described in Item 4). Meridian Mutual
expressly disclaims beneficial ownership of any Common Shares of the Issuer held
by State Auto. The Voting Agreement was entered into as a condition to State
Auto entering into the Merger Agreements (as defined and described in Item 4).
ITEM 4. PURPOSE OF TRANSACTION.
On October 25, 2000, State Automobile Mutual Insurance Company, an Ohio
mutual insurance company ("State Auto"), MIGI Acquisition Corp., an Indiana
corporation ("MergerCo") and the Issuer entered into an Agreement and Plan of
Merger (the "MIGI Merger Agreement") providing for the merger (the "MIGI
Merger") of MergerCo with and into the Issuer on the terms and conditions stated
therein. Such conditions include, among other things, the approval of the MIGI
Merger Agreement and the MIGI Merger by the affirmative vote of shareholders of
the Issuer owning a majority of the outstanding Common Shares. As a condition to
State Auto entering into the Merger Agreements (as defined below), Meridian
Mutual, the largest shareholder of the Issuer, entered into a Voting Agreement
and Irrevocable Proxy (the "Voting Agreement") with State Auto. Pursuant to the
Voting Agreement, Meridian Mutual has agreed (i) to vote, or cause to be voted,
for the approval of the MIGI Merger Agreement and the MIGI Merger at any meeting
of shareholders of the Issuer called for that purpose, all of the Common Shares
that Meridian Mutual is entitled to vote, whether held by Meridian Mutual on the
date of such agreement or subsequently acquired, and (ii) to vote, or cause to
be voted, such shares against the approval of any agreement providing for a
merger or other business combination transaction of the Issuer with a party
other than State Auto and its subsidiaries; provided that the foregoing
obligations will be suspended if the Issuer's Board of Directors, subject to
full compliance with the terms of the MIGI Merger Agreement, resolves not to
recommend, and does not recommend, to the shareholders that they approve the
MIGI Merger Agreement and the MIGI Merger, or withdraws its recommendation that
they do so. In furtherance of the foregoing, Meridian Mutual, pursuant to the
Voting Agreement, also appointed State Auto, acting through its designated
officers, its proxy to vote all of its Common Shares with respect to the
approval of the MIGI Merger Agreement and the MIGI Merger at any meeting of
shareholders of the Issuer. Pursuant to the Voting Agreement, Meridian Mutual
also agreed not to transfer its Common Shares except as State Auto might
otherwise agree. As of the date of the Voting Agreement, Meridian Mutual held
and had sole voting power with respect to 3,811,500 Common Shares. At such time,
such Common Shares represented 48.6% of the outstanding Common Shares of the
Issuer. The purpose of the Voting Agreement is to facilitate approval of the
MIGI Merger Agreement and the MIGI Merger by the Issuer's shareholders.
- 2 -
<PAGE>
Under the terms of the MIGI Merger Agreement, MergerCo will be merged with
and into the Issuer, with the Issuer becoming a wholly-owned subsidiary of State
Auto. In connection with the MIGI Merger, the Common Shares held by Meridian
Mutual, the Issuer, State Auto, and MergerCo will be cancelled, with no
consideration being exchanged for such Common Shares. Under the MIGI Merger
Agreement, shareholders other than the Issuer, State Auto, MergerCo, and
Meridian Mutual are entitled to receive $30.00 per Common Share held by such
shareholder. The Board of Directors of State Auto and the Issuer have approved
the MIGI Merger Agreement.
In addition to the MIGI Merger Agreement, on October 25, 2000, Meridian
Mutual entered into an Agreement to Merge with and into State Auto (the "Mutual
Merger Agreement" and together with the MIGI Merger Agreement, the "Merger
Agreements") providing for the merger (the "Mutual Merger" and together with the
MIGI Merger, the "Mergers") of Meridian Mutual with and into State Auto on the
terms and conditions stated therein. 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 Issuer will become a
wholly-owned subsidiary of State Auto, and (c) the public shareholders of the
Issuer 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 Issuer, and the Mutual Merger must be approved by the
policyholders of Meridian Mutual and State Auto and re-approved by the board of
directors of each party. The MIGI Merger Agreement also provides for the payment
of a break-up fee or liquidated damages to State Auto or liquidated damages to
the Issuer if the MIGI Merger Agreement is terminated under certain
circumstances.
The foregoing descriptions of the MIGI Merger Agreement and the Voting
Agreement do not purport to be complete and are qualified in their entirety by
reference to the text of such agreements, which are filed as exhibits to this
Schedule 13D and are incorporated herein by reference.
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<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The following table sets forth, as of the date of this filing, the
aggregate number and percentage of Common Shares of the Issuer beneficially
owned by Meridian Mutual and each of its Directors and Executive Officers.
Each person has the sole power to vote or direct the vote and sole power to
dispose or direct the disposition of the shares indicated unless otherwise
set forth in the notes to the table.
<TABLE>
<CAPTION>
Person Number of Shares Percentage of Class
------ ---------------- -------------------
<S> <C> <C> <C>
Meridian Mutual 4,282,180 (1) 48.6%
Directors:
Norma J. Oman 180,728 (3) 2.30%
Ramon L. Humke 24,339 (2) *
John T. Hackett 12,248 (2) *
Douglas W. Huemme 3,354 (8) *
Martha D. Lamkin 8,964 (2) *
G. Benjamin Lantz, Jr. 8,705 (2) *
James D. Price 24,763 (2)(4 )(9) *
Sarah W. Rowland 8,948 (2) *
Officers:
Steven R. Hazelbaker 45,281 (5) *
Carl W. Buedel 46,492 (7) *
Timothy J. Hanrahan 39,787 (6) *
Joyce K. Wright 25,940 (10) *
William C. Paumen 1,650 (11) *
Joel E. Brown 12,951 (12) *
James H. Lyon 28,751 (13) *
Margo A. Townsend 33,858 (14) *
Steven E. English 0 *
Susan C. Bowron-White 3,117 (15) *
<FN>
* The asterisk means this person beneficially owns less than one percent of
the Issuer's outstanding Common Shares.
</FN>
</TABLE>
- 4 -
<PAGE>
(1) Includes 470,680 Common Shares of the Issuer held by State Auto as to
which Meridian Mutual has no voting or investment power and disclaims
beneficial ownership. Meridian Mutual also disclaims the existence of
a "group" with respect to the Common Shares of the Issuer held by
State Auto.
(2) This number includes options to purchase 7,260 Common Shares granted
under MIGI's 1994 Outside Director Stock Option Plan.
(3) This number includes 141,814 Common Shares Ms. Oman has the option to
purchase under MIGI's Incentive Stock Plans.
(4) This number includes 2,420 Common Shares held by Mr. Price's spouse.
(5) This number includes 39,833 Common Shares Mr. Hazelbaker has the
option to purchase under MIGI's Incentive Stock Plans and
approximately 1,116 Common Shares held by the MIGI 401(k) Plan.
(6) This number includes 24,261 Common Shares Mr. Hanrahan has the option
to purchase under MIGI's Incentive Stock Plans.
(7) This number includes 28,561 Common Shares Mr. Buedel has the option to
purchase under MIGI's Incentive Stock Plans.
(8) This number includes options to purchase 2,420 Common Shares granted
under MIGI's 1994 Outside Director Stock Option Plan.
(9) This number includes 1,210 Common Shares held under a retirement
account for the benefit of Mr. Price.
(10) This number includes 12,197 Common Shares Ms. Wright has the option to
purchase under MIGI's Incentive Stock Plans.
(11) This number includes 1210 Common Shares Mr. Paumen has the option to
purchase under MIGI's Incentive Stock Plans.
(12) This number includes 12,329 Common Shares Mr. Brown has the option to
purchase under MIGI's Incentive Stock Plans and approximately 402
Common Shares held by the MIGI 401(k) Plan
(13) This number includes 25,085 Common Shares Mr. Lyon has the option to
purchase under MIGI's Incentive Stock Plans.
(14) This number includes 24,462 Common Shares Ms. Townsend has the option
to purchase under MIGI's Incentive Stock Plans.
(15) This number includes 2,420 Common Shares Ms. Bowron-White has the
option to purchase under MIGI's Incentive Stock Plans and
approximately 343 Common Shares held by the MIGI 401(k) Plan.
- 5 -
<PAGE>
(b) Pursuant to the proxy granted by Meridian Mutual in the Voting Agreement,
Meridian Mutual and State Auto may be deemed to have the shared power to
vote, or to direct the vote of, an aggregate of 3,811,500 Common Shares of
the Issuer.
Pursuant to the proxy granted by Meridian Mutual in the Voting Agreement,
Meridian Mutual and State Auto may be deemed to have the shared power to
dispose, or to direct the disposition of, an aggregate of 3,811,500 Common
Shares of the Issuer.
(c) Within the past 60 days, the sum of $779 has been withheld from the salary
of Mr. Steven R. Hazelbaker, Executive Vice President and Chief Operating
Officer of the Issuer, with which the Issuer's 401(k) Plan has purchased
approximately 43 Common Shares for the benefit of Mr. Hazelbaker.
To the knowledge of Meridian Mutual, except as described in the previous
paragraph and except as disclosed in Item 4 of this Schedule 13D, none of
the entities or persons named in Item 2 of this Schedule 13D has effected
any transaction in the Issuer's securities in the past 60 days.
(d) To the knowledge of Meridian Mutual, except as contemplated by the Voting
Agreement, Meridian Mutual has retained all rights in respect of its Common
Shares of the Issuer, including, presumably, the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of, such securities.
Meridian Mutual disclaims the power to vote, or the power to direct the
vote of, any Common Shares of the Issuer other than those identified in
this Schedule 13D.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Except as indicated in the discussion set forth in other items of this
Schedule 13D, which discussion is incorporated herein by reference, there are no
contracts, arrangements, understandings or relationships between Meridian Mutual
and any other person with respect to the securities of the Issuer.
- 6 -
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit
No. Description
------- -----------
1 Voting Agreement and Irrevocable Proxy dated as of October 25, 2000,
by and among State Automobile Mutual Insurance Company and Meridian
Mutual Insurance Company.
2 Agreement and Plan of Merger dated as of October 25, 2000, by and
among State Automobile Mutual Insurance Company, MIGI Acquisition
Corp., and Meridian Insurance Group, Inc.
<PAGE>
SIGNATURE
After reasonable 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.
Date: November 6, 2000
MERIDIAN MUTUAL INSURANCE COMPANY
By: /s/ Norma J. Oman
-----------------------------------------
Name: Norma J. Oman
Title: President
<PAGE>
SCHEDULE A
The following table sets forth the name, business address, present
principal occupation or employment of each Director and Executive Officer of
Meridian Mutual, and the name, principal business and address of any corporation
or organization in which such employment is carried on. Each individual named
below is a citizen of the United States of America.
<TABLE>
<CAPTION>
Present Principal
Name and Address Occupation or Business
---------------- ----------------------
<S> <C>
Norma J. Oman Ms. Oman has served as President, Chief
President, Chief Executive Officer Executive Officer, and a director of
Meridian Insurance Meridian Mutual since 1990. Ms. Oman has
P.O. Box 1980 served as President, Chief Executive
Indianapolis, IN 46206 Officer and director of Meridian
Insurance Group, Inc. (property and
casualty insurance provider) since 1991.
Ms. Oman is also a director of Meridian
Security Insurance Company and Lilly
Industries, Inc.
Ramon L. Humke Mr. Humke has served as Chairman of the
President and Chief Operating Officer Board of Directors of Meridian Mutual
Indianapolis Power & Light Co. since 1992. He has also served as a
P.O. Box 1595 director of Meridian Insurance Group,
Indianapolis, IN 46206-1595 Inc., since 1987, and as its Chairman
since 1992. Mr. Humke has been the
President, Chief Operating Officer and a
director of Indianapolis Power and Light
Company (retailer of electric services)
since 1990. Mr. Humke is also a director
of IPALCO Enterprises, Inc.
John T. Hackett Mr. Hackett has served as a member of
Managing General Partner the Board of Directors of Meridian
CID Equity Partners Mutual since 1981. Mr. Hackett has been
One American Square, Suite 2850 a Managing General Partner of CID Equity
Box 82074 Partners, L.P., a venture capital firm,
Indianapolis, IN 46282 since 1991. Mr. Hackett also serves as a
director of Meridian Insurance Group,
Inc., Ball Corporation, Irwin Financial
Corporation, Waterlink, Inc., and Wabash
National Corporation.
Douglas W. Huemme Mr. Huemme has served as a director of
Chairman and Chief Executive Officer Meridian Mutual since 1998. Since prior
Lilly Industries, Inc. to 1995, Mr. Huemme has served as
200 W. 103rd Street Chairman and Chief Executive Officer of
Indianapolis, IN 46290 Lilly Industries, Inc., a manufacturer
of industrial coatings and specialty
chemical products.
<PAGE>
Martha D. Lamkin Ms. Lamkin has served as a director of
Executive Vice President, Corporate Affairs Meridian Mutual since 1988. Ms. Lamkin
USA Group serves as Executive Vice President,
30 S. Meridian Street Corporate Affairs for USA Group, a
Indianapolis, IN 46204 financial information and management
service provider for the educational
industry.
G. Benjamin Lantz, Jr. Retired.
Meridian Insurance
P.O. Box 1980
Indianapolis, IN 46206
James D. Price Mr. Price has served as a member of the
President, Investments for Prudential Board of Directors of Meridian Mutual
Prudential Securities, Inc. since 1987. Mr. Price is a First Vice
201 N. Illinois, Suite 2100 Securities Incorporated, a full-service
Indianapolis, IN 46204 brokerage firm. He has also served as a
director of Meridian Insurance Group,
Inc., since 1998.
Sarah W. Rowland Ms. Rowland has served as a member of
The Rowland Associates, Inc. the Board of Directors of Meridian
701 East New York Street Mutual since 1986. Ms. Rowland was Chief
Indianapolis, IN 46202 Executive Officer of Rowland Design,
Inc., an Indianapolis, Indiana, interior
design and space planning firm, from
1993 to 1999, and she has been chairman
of its board of directors since 1993.
She also is a director of Meridian
Insurance Group, Inc., Indianapolis
Power and Light Company and IPALCO
Enterprises, Inc.
Steven R. Hazelbaker Executive Vice President of the Issuer
Meridian Insurance
P.O. Box 1980
Indianapolis, IN 46206
Carl W. Buedel Senior Vice President of the Issuer
Meridian Insurance
P.O. Box 1980
Indianapolis, IN 46206
- 2 -
<PAGE>
Timothy J. Hanrahan Senior Vice President of the Issuer
Meridian Insurance
P.O. Box 1980
Indianapolis, IN 46206
Joyce K. Wright Vice President of the Issuer
Meridian Insurance
P.O. Box 1980
Indianapolis, IN 46206
William C. Paumen Vice President of the Issuer
Meridian Insurance
P.O. Box 1980
Indianapolis, IN 46206
Joel E. Brown Vice President of the Issuer
Meridian Insurance
P.O. Box 1980
Indianapolis, IN 46206
James H. Lyon Vice President of the Issuer
Meridian Insurance
P.O. Box 1980
Indianapolis, IN 46206
Margo A. Townsend Vice President of the Issuer
Meridian Insurance
P.O. Box 1980
Indianapolis, IN 46206
Steven E. English Treasurer of the Issuer
Meridian Insurance
P.O. Box 1980
Indianapolis, IN 46206
Susan C. Bowron-White Secretary of the Issuer
Meridian Insurance
P.O. Box 1980
Indianapolis, IN 46206
</TABLE>
- 3 -
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
If Incorporated by Reference,
Exhibit Document with which Exhibit
No. Description was Previously Filed
------- ----------- -----------------------------
<S> <C>
1 Voting Agreement and Irrevocable Proxy dated as of October Contained herein.
25, 2000, by and among State Automobile Mutual Insurance
Company and Meridian Mutual Insurance Company.
2 Agreement and Plan of Merger dated as of October 25, 2000, Contained herein.
by and among State Automobile Mutual Insurance Company,
MIGI Acquisition Corp., and Meridian Insurance Group, Inc.
</TABLE>
