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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
MERIDIAN INSURANCE GROUP, INC.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
589644-10-3
(CUSIP Number)
Gregory M. Shepard
2205 East Empire Street, Suite A
Bloomington, Illinois 61704
Telephone: (309) 661-1793
Facsimile: (309) 661-1797
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 18, 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 (S)(S)240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S)240.13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 589644-10-3
1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons
Meridian Insurance Group Acquisition Corporation
I.R.S. No. 37-1401664
2. Check the Appropriate Box if a Member of a Group (See instructions)
(a) [x]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See instructions)
OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Illinois
Number of 7. Sole Voting Power
Shares 0
Beneficially 8. Shared Voting Power
Owned by 0
Each 9. Sole Dispositive Power
Reporting 0
Person 10. Shared Dispositive Power
With 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
0.0%
14. Type of Reporting Person (See instructions)
CO
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CUSIP No. 589644-10-3
1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons
American Union Insurance Company
I.R.S. No. 37-0558630
2. Check the Appropriate Box if a Member of a Group (See instructions)
(a) [x]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See instructions)
OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Illinois
Number of 7. Sole Voting Power
Shares 0
Beneficially 8. Shared Voting Power
Owned by 0
Each 9. Sole Dispositive Power
Reporting 0
Person 10. Shared Dispositive Power
With 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
0.0%
14. Type of Reporting Person (See instructions)
CO
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CUSIP No. 589644-10-3
1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons
Gregory M. Shepard
S.S. No. ###-##-####
2. Check the Appropriate Box if a Member of a Group (See instructions)
(a) [x]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See instructions)
OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [X]
6. Citizenship or Place of Organization
Illinois
Number of 7. Sole Voting Power
Shares 1,588,400
Beneficially 8. Shared Voting Power
Owned by 0
Each 9. Sole Dispositive Power
Reporting 1,588,400
Person 10. Shared Dispositive Power
With 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,588,400
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
20.23%
14. Type of Reporting Person (See instructions)
IN
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CUSIP No. 589644-10-3
1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons
Tracy M. Shepard
S.S. No. ###-##-####
2. Check the Appropriate Box if a Member of a Group (See instructions)
(a) [x]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See instructions)
OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Illinois
Number of 7. Sole Voting Power
Shares 0
Beneficially 8. Shared Voting Power
Owned by 0
Each 9. Sole Dispositive Power
Reporting 0
Person 10. Shared Dispositive Power
With 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
0.0%
14. Type of Reporting Person (See instructions)
IN
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Item 1. Security and Issuer.
This statement amends the statement on Schedule 13D dated August 30, 2000
and relates to the offer by Meridian Insurance Group Acquisition Corporation, an
Illinois corporation ("Offeror"), a wholly owned subsidiary of American Union
Insurance Company, an Illinois stock insurance company ("Parent") (Offeror and
Parent are sometimes called the "AUIC Companies"), in turn wholly owned by
Gregory M. Shepard ("G. Shepard") and Tracy M. Shepard (collectively, the
"Shepards"), to purchase 2,985,769 of the outstanding shares of common stock, no
par value per share (the "Shares"), of Meridian Insurance Group, Inc. (the
"Company") at a price of $25.00 per share, net to the seller in cash and without
interest thereon, on the terms and subject to the conditions set forth in the
Supplement, dated September 18, 2000 (the "Supplement") to the Offer to
Purchase, dated August 31, 2000 (the "Offer to Purchase") and the related
Amended Letter of Transmittal (which, as amended from time to time, together
constitute the "Offer"). The principal executive offices of the Company are
located at 2955 North Meridian Street, Indianapolis, Indiana 46206-4788.
Item 2. Identity and Background.
(a)-(c) This Schedule 13D is filed by American Union Insurance Company, an
Illinois stock insurance company ("Parent"), Meridian Insurance Group
Acquisition Corporation, an Illinois corporation ("Offeror") and a wholly owned
subsidiary of Parent (Offeror and Parent are sometimes referred to as, the "AUIC
Companies"), Gregory M. Shepard ("G. Shepard"), the Chairman of the Board of
Directors and President of Parent, and Tracy M. Shepard ("T. Shepard"), the
Executive Vice President and a Director of Parent. Parent is in the property
and casualty insurance business. Offeror is newly formed by Parent in
connection with the Offer and the transactions contemplated thereby. It is not
anticipated that, prior to the consummation of the Offer and the transactions
contemplated thereby, Offeror will have any significant assets or liabilities or
will engage in any activities other than those incident to the Offer and the
transactions contemplated thereby. The principal business offices of each of
G. Shepard, T. Shepard and the AUIC Companies are located at 2205 East Empire
Street, Suite A, Bloomington, Illinois 61704. Attached hereto as Exhibit A is a
list of all executive officers and directors of the AUIC Companies, including
the principal business address, the principal occupation or employment and the
citizenship of each.
(d)-(e) During the five years prior to the date hereof, except as
disclosed below, none of the AUIC Companies or, to the best of their knowledge,
any executive officer or director of any of the AUIC Companies, (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as a result of which, such person
was or is subject to a 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 with respect to such laws.
G. Shepard executed a Securities Exchange Commission ("Commission") consent
decree on May 11, 2000 and has been informed by the Commission that the consent
decree will be entered in the near future. The consent decree states that during
April 1999 G. Shepard, through Parent, purchased shares of the Company on the
open market during the pendency of a tender offer by the Parent for shares of
the Company in violation of Rule 10b-13. G. Shepard, without admitting or
denying the findings, consented to the entry of the consent decree stating that
G. Shepard should cease and desist from committing any violation, or future
violation, of Rule 14e-5 (formerly Rule 10b-13) of the Act.
Item 3. Source and Amount of Funds or Other Consideration.
The total amount of funds required to purchase all of the Shares and to pay
G. Shepard's and the AUIC Companies' related fees and expenses is approximately
$74.9 million. Offeror intends to obtain all of such funds from a capital
contribution from Parent. Parent will finance the capital contribution to
Offeror from its assets and from capital contributions from the Shepards. It is
presently expected that the Shepards will finance approximately 25% of the funds
required to purchase the Shares pursuant to the Offer totaling approximately
$18.725 million.
Item 4. Purpose of Transaction.
(a) The purpose of the Offer is to enable Parent, of which G. Shepard owns
50% of the outstanding common stock and Tracy M. Shepard, his brother, owns 50%
of the outstanding common stock, to acquire control
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of the Company. Parent intends to continue to seek to negotiate with the Company
with respect to the acquisition of the Company. In accordance with applicable
law, Parent or G. Shepard may explore any and all options which may be available
to them. In this regard, and after expiration or termination of the Offer,
Parent or G. Shepard may seek to acquire additional shares of common stock of
the Company through open market purchases, privately negotiated transactions, a
tender offer or exchange or otherwise, upon such terms and at such prices as
they may determine.
Except as indicated in this Schedule 13D, the statement on Amendment No. 8
to Schedule 13D of G. Shepard filed with the Securities and Exchange Commission
on September 18, 2000 (the "G. Shepard Schedule 13D"), the contents of which are
herein incorporated by reference, or as disclosed in the Schedule TO of Offeror
and Parent, filed with the Commission on August 30, 2000 (the "Schedule TO"), as
previously amended by Amendent No. 1, filed with the Commission on September 14,
2000, by Parent, Purchaser and the Shepards, and Amendment No. 2, filed with the
Commission on September 18, 2000, by Parent, Purchaser and the Shepards, the
contents of which, including, without limitation, all exhibits of the Schedule
TO, are incorporated herein by reference, neither of the Shepards nor the AUIC
Companies currently have any specific plans or proposals that relate to or would
result in any of the matters described in subparagraphs (a) through (j) of Item
4 of Schedule 13D.
Item 5. Interests in Securities of the Issuer.
(a) On the date of this statement, the aggregate number of Shares of which
G. Shepard may be deemed the beneficial owner is 1,588,400, all of which are
held by G. Shepard as an individual.
(b) G. Shepard has the sole power to vote and the sole power to dispose or
direct the disposition of the 1,588,400 Shares he holds as an individual.
G. Shepard does not have shared power to vote or direct the vote or dispose or
direct the disposition of any Shares.
(c) Between November 3, 1999 and September 18, 2000, G. Shepard purchased a
total of 400 Shares on November 5, 1999, in an open market transaction effective
on the NASDAQ, at a price of $16.5625 per share. On December 15, 1999, the
Company declared a 10% stock dividend to each shareholder of record as of
December 27, 1999, which resulted in G. Shepard receiving 144,400 additional
Shares to the 1,444,000 Shares G. Shepard held on that date.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Shares
disclosed herein as being beneficially owned by G. Shepard.
(e) Not applicable.
Item 6. Contracts, Arrangements, Underwritings or Relationships with Respect
to Securities of the Issuer.
Except as described in this Schedule 13D, the G. Shepard 13D, or in the
Schedule TO, none of the Shepards, the AUIC Companies or, to the best of their
knowledge, any executive officer or director thereof, has any other contracts,
arrangements, understandings or relationships with any persons with respect to
any securities of the Company. The description of the transactions discussed in
Item 4 and this Item 6 are further described in the Schedule TO and the exhibits
to the Schedule TO. Such documents are incorporated by reference for all of the
terms and conditions of such documents.
Item 7. Material to be Filed as Exhibits.
Exhibit A Executive Officers and Directors of the AUIC Companies
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SIGNATURE
Dated: September 18, 2000
MERIDIAN INSURANCE GROUP
ACQUISITION CORPORATION
By: /s/ Gregory M. Shepard
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Name: Gregory M. Shepard
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Its: President
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AMERICAN UNION INSURANCE
COMPANY
By: /s/ Gregory M. Shepard
-----------------------------
Name: Gregory M. Shepard
---------------------------
Its: President
----------------------------
/s/ Gregory M. Shepard
-------------------------------
GREGORY M. SHEPARD
/s/ Tracy M. Shepard
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TRACY M. SHEPARD
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EXHIBIT INDEX
Exhibit A Executive Officers and Directors of the AUIC Companies
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EXHIBIT A
EXECUTIVE OFFICERS AND DIRECTORS OF THE AUIC COMPANIES
I. American Union Insurance Company
Directors
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Gregory M. Shepard, Chairman of the Board
Tracy M. Shepard, Director
Patrick F. Busch, Director
Merrick C. Hayes, Director
Mark A. Weaver, Director
Executive Officers
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Gregory M. Shepard, President
Tracy M. Shepard, Executive Vice President
Fred H. Backsmeier, Vice President - Underwriting
Wm. Mark Dalton, Vice President - Claims and Secretary
II. Meridian Insurance Group Acquisition Corporation
Directors
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Gregory M. Shepard, Director
Tracy M. Shepard, Director
Executive Officers
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Gregory M. Shepard, President
Tracy M. Shepard, Executive Vice President, Secretary
