UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Meridian Insurance Group, Inc.
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(Name of Issuer)
Common Shares
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(Title of Class of Securities)
589644-10-3
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(CUSIP Number)
John R. Lowther, Esq.
State Automobile Mutual Insurance Company
518 East Broad Street
Columbus, Ohio 43215
(614) 462-5052
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 24, 2000
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(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 ss.ss. 240.13d-1(3), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
<PAGE>
SCHEDULE 13D/A (Amendment No. 1)
CUSIP NO. 589644-10-3
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
State Automobile Mutual Insurance Company #31-4316080
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[ ]
(B)[ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC, OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
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7. SOLE VOTING POWER
552,680
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED 3,811,500
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9. SOLE DISPOSITIVE POWER
552,680
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10. SHARED DISPOSITIVE POWER
3,811,500
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,364,180
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.7%
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14. TYPE OF REPORTING PERSON
IC
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<PAGE>
SCHEDULE 13D/A (Amendment No. 1)
CUSIP NO. 589644-10-3
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
MIGI Acquisition Corp.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[ ]
(B)[ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
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7. SOLE VOTING POWER
NUMBER OF -0-
SHARES -----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED
3,811,500
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9. SOLE DISPOSITIVE POWER
-0-
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10. SHARED DISPOSITIVE POWER
3,811,500
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,811,500
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.6%
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14. TYPE OF REPORTING PERSON
CO
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<PAGE>
ITEMS 1 THROUGH 7 OF SCHEDULE 13D/A (AMENDMENT NO. 1)
FOR
STATE AUTOMOBILE MUTUAL INSURANCE COMPANY
AND
MIGI ACQUISITION CORP.
This Schedule 13D/A (Amendment No. 1) (this "Schedule 13D/A") relates to
the beneficial ownership of Common Shares of Meridian Insurance Group, Inc., an
Indiana corporation (the "Issuer"), by the Reporting Persons (as defined in Item
2). This Schedule 13D/A is being filed jointly by the Reporting Persons. This
Schedule 13D/A amends the Schedule 13D filed by the Reporting Persons on
November 3, 2000 (the "Initial Schedule 13D"), and is being filed to report the
Reporting Persons' acquisition of beneficial ownership of an additional one
percent or more of Common Shares of the Issuer since the filing date of the
Initial Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Schedule 13D/A 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/A is being filed jointly by State Automobile Mutual
Insurance Company, an Ohio mutual insurance company ("State Auto"), and MIGI
Acquisition Corp., an Indiana corporation ("MergerCo") (State Auto and MergerCo
are collectively referred to as the "Reporting Persons"). State Auto is an
insurance company. MergerCo has not, and will not, engage in any business other
than as incidental to complete the merger transaction described in Item 4 of
this Schedule 13D/A. The principal offices of both State Auto and MergerCo are
located at 518 East Broad Street, Columbus, Ohio 43215.
No Reporting Person or 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).
No Reporting Person or 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Persons may be deemed to have acquired beneficial ownership
of 3,811,500 Common Shares by virtue of the Voting Agreement (as defined and
described in Item 4). The Voting Agreement was entered into as a condition to
State Auto entering into the Merger Agreements (as defined and described in Item
4).
State Auto directly owns 552,680 Common Shares of the Issuer. 394,680 of
these shares were purchased prior to March 12, 1999, in open-market
transactions. The amount of funds used to purchase these Common Shares was
$6,252,588, and the source of funds for such purchases was working capital of
State Auto. The remaining Common Shares directly owned by State Auto were
purchased on and after October 27, 2000, in open-market transactions. The amount
of funds used to purchase these Common Shares was $4,479,687, and the source of
funds for such purchases was working capital of State Auto.
ITEM 4. PURPOSE OF TRANSACTION.
On October 25, 2000, the Reporting Persons 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 Insurance Company, an Indiana mutual insurance
company and the largest shareholder of the Issuer ("Meridian Mutual"), 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
withdraw 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.
Under the terms of the MIGI Merger Agreement, MergerCo will be merged with
and into the Issuer, with the Issuer becoming a wholly 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 then 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
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 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/A and are incorporated herein by reference.
The 394,680 Common Shares owned directly by State Auto and acquired prior
to March 12, 1999, were acquired for investment purposes. The 158,000 Common
Shares owned directly by State Auto and acquired on and after October 27, 2000,
were acquired to facilitate State Auto's acquisition of the Issuer, as described
above.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) State Auto beneficially owns an aggregate of 4,364,180 Common Shares,
representing 55.7% of the outstanding Common Shares of the Issuer
(calculated on the basis of 7,838,219 shares outstanding, based on
information contained in the MIGI Merger Agreement). Of these Common
Shares: (i) 552,680 are directly owned by State Auto; and (ii)
pursuant to the proxy granted in the Voting Agreement, State Auto has
the shared power to vote, or to direct the vote of, an aggregate of
3,811,500 Common Shares.
MergerCo, by virtue of its participation in the MIGI Merger with State
Auto, and by virtue of State Auto entering into the Voting Agreement,
may be deemed to have the shared power to vote, or to direct the vote
of, an aggregate of 3,811,500 Common Shares (which State Auto has the
shared power to vote, or to direct the vote of, pursuant to the Voting
Agreement).
None of the persons listed on Schedule A attached hereto beneficially
owns any Common Shares of the Issuer.
(b) Pursuant to the Voting Agreement, the Reporting Persons 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. State Auto also
has the sole power to vote 552,680 Common Shares of the Issuer.
Pursuant to the Voting Agreement, the Reporting Persons 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. State Auto has
sole power to dispose of 552,680 Common Shares of the Issuer.
(c) In addition to the transaction described in Item 4 of this Schedule
13D/A, from October 27, 2000 through the date of this Schedule 13D/A,
State Auto has acquired 158,000 Common Shares in open-market
transactions at prices ranging from $28.0284 to $28.6875. Except as
described in the preceding sentence, none of the entities or persons
named in Item 2 of this Schedule 13D/A has effected any transaction in
the Issuer's securities in the past 60 days.
(d) To the knowledge of the Reporting Persons, 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.
The Reporting Persons disclaim 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/A.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE COMPANY.
Except as indicated in the discussion set forth in other items of this
Schedule 13D/A, which discussion is incorporated herein by reference, there are
no contracts, arrangements, understandings or relationships between the
Reporting Persons and any other person with respect to the securities of the
Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit
No. Description
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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 27, 2000
STATE AUTOMOBILE MUTUAL INSURANCE COMPANY
By: /s/ Robert L. Bailey
--------------------------
Name: Robert L. Bailey
Title: Chairman
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 27, 2000
MIGI ACQUISITION CORP.
By: /s/ Robert L. Bailey
--------------------------
Name: Robert L. Bailey
Title: President
<PAGE>
SCHEDULE A
State Automobile Mutual Insurance Company and MIGI Acquisition Corp.
Executive Officers and Directors of
State Automobile Mutual Insurance Company
Robert L. Bailey Chairman of the Board and Director
Robert H. Moone President, Chief Executive Officer and Director
Steven J. Johnston Senior Vice-President, CFO and Director
John R. Lowther Vice-President, Secretary, General Counsel and Director
Michael F. Dodd Senior Vice President and Director
Urlin G. Harris, Jr. Director
James E. Kunk Director
Paul J. Otte Director
Richard K. Smith Director
Executive Officers and Directors of
MIGI Acquisition Corp.
Robert L. Bailey Director and President
Steven J. Johnston Treasurer
John R. Lowther Secretary
All of the foregoing individuals are United States citizens.
<PAGE>
EXHIBIT INDEX
If Incorporated by Reference,
Exhibit Document with which Exhibit was
No. Description Previously Filed
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1 Voting Agreement and Irrevocable Schedule 13D filed with respect
Proxy dated as of October 25, to Meridian Insurance Group,
2000, by and among State Inc. by State Automobile Mutual
Automobile Mutual Insurance Insurance Company and MIGI
Company and Meridian Mutual Acquisition Corp. on November
Insurance Company. 3, 2000 (see Exhibit 1 therein).
2 Agreement and Plan of Merger Current Report on Form 8-K filed
dated as of October 25, 2000, by Meridian Insurance Group, Inc.
by and among State Automobile on October 30, 2000 (see Exhibit
Mutual Insurance Company, MIGI 2.01 therein).
Acquisition Corp., and Meridian
Insurance Group, Inc.
