SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of
the Securities Exchange Act of 1934
(Amendment No. 3)
Meridian Insurance Group, Inc.
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(Name of Subject Company)
Meridian Insurance Group, Inc.
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(Name of Person(s) Filing Statement)
Common Stock, No Par Value
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(Title of Class of Securities)
589644-10-3
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(CUSIP Number of Class of Securities)
Norma J. Oman
Chief Executive Officer
Meridian Insurance Group, Inc.
2955 North Meridian Street
Indianapolis, Indiana 46208-4788
(317) 931-7000
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(Name, address and telephone number of person authorized
to receive notice and communications on behalf of
the person(s) filing statement)
with copies to:
Stephen J. Hackman
Ice Miller
One American Square
Box 82001
Indianapolis, Indiana 46282-0002
(317) 236-2100
<PAGE>
This Amendment No. 3 (the "Amendment") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended, the
"Schedule 14D-9") filed with the Securities and Exchange Commission on September
11, 2000, by Meridian Insurance Group, Inc., an Indiana corporation (the
"Company" or "MIGI").
The original filing on Schedule 14D-9 related to a tender offer announced
on or about August 30, 2000 and filed with the Commission on August 30, 2000
under cover of a statement on Schedule TO (the "Offer") by Meridian Insurance
Group Acquisition Corporation ("Bidder"), an Illinois corporation and
wholly-owned subsidiary of American Union Insurance Company ("Parent" or
"AUIC"). Parent is an Illinois stock insurance company that is 50% owned by
Gregory M. Shepard ("Shepard"). Shepard is also Chairman of the Board and
President of AUIC. The original Offer was for the purchase of all of the
outstanding shares of Common Stock of MIGI at a purchase price of $20.00 per
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 dated August 31,
2000, and the related Letter of Transmittal. Capitalized terms not defined
herein have the meanings set forth in the Schedule 14D-9.
On September 15, 2000, the Company filed Amendment No. 1 to Schedule 14D-9
responding to certain comments made by the Staff of the Commission.
On September 18, 2000, the Bidder, American Union Financial Corporation,
Gregory M. Shepard and Tracy M. Shepard (collectively the "Bidders"), filed
Amendment No. 2 to the Schedule TO relating to the Offer. According to Amendment
No. 2, the Offer has been amended in certain material respects by a Supplement
thereto dated September 18, 2000 (such Supplement, together with the Offer, the
"Amended Offer"), including but not limited to: (i) the number of shares sought
to be purchased under the Offer has been reduced to 2,985,769 Shares; (ii) the
price per share to be paid under the Offer has been increased to $25 per Share,
net to the Seller in cash, without interest thereon; (iii) the financing
contingency to the obligations of the Bidders has been removed; (iv) the
expiration date of the Offer has been extended; and (v) the Bidders disclosed in
the Supplement that they no longer intend to cause the Company to effect a
second-step merger or similar transaction in order to acquire 100% of the
Company's shares following the conclusion of the Offer, contrary to the
statement in the Offer that they intended to cause such a second-step merger to
occur.
On September 22, 2000, the Company filed Amendment No. 2 to Schedule 14D-9,
in which the Board recommended that the Company's shareholders reject the
Amended Offer for the reasons set forth in the Amendment No. 2.
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<PAGE>
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
Item 7 of the Schedule 14D-9 is hereby amended and restated in its entirety
to read as follows:
"On October 5, 2000, the Company issued a press release, filed as Exhibit G
hereto and the text of which is incorporated herein by reference.
Except as described in the attached press release and except for the Board
resolutions embodying the Board's recommendations described in Item 4:
(a) no negotiation is being undertaken or is underway by the Company in
response to the Offer which relates to or would result in (1) a tender
offer or other acquisition of the Company's securities by the Company,
any subsidiary of the Company, or any other person; (2) an
extraordinary transaction such as a merger, reorganization or
liquidation involving the Company or any subsidiary of the Company;
(3) a purchase, sale or transfer of a material amount of assets by the
Company or any subsidiary of the Company; (4) any material change in
the present dividend rate or policy of the Company, or in the
indebtedness or capitalization of the Company; and
(b) there are no transactions, board resolutions, agreements in principle
or signed contracts entered into in response to the Offer which relate
to or would result in one or more of the matters referred to in clause
(a) of this Item 7."
ITEM 9. EXHIBITS
Exhibit A Letter to Shareholders, dated September 11, 2000.*
Exhibit B Press release issued by the Company, dated September 11,
2000.*
Exhibit C C Excerpted Sections of MIGI's Proxy Statement, dated April
3, 2000, relating to MIGI's Annual Meeting of Shareholders.*
Exhibit D Opinion of A.G. Edwards & Sons, Inc., dated September 8,
2000.*
Exhibit E Letter to Shareholders, dated September 22, 2000.*
Exhibit F Press release issued by the Company, dated September 22,
2000.*
Exhibit G Press release issued by the Company, dated October 5, 2000.
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* Previously filed.
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<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.
October 6, 2000 ----------------------------------------------
Norma J. Oman
President and Chief Executive Officer
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<PAGE>
FOR IMMEDIATE RELEASE
October 5, 2000
Contact: Steven R. Hazelbaker
Executive Vice President and Chief Operating Officer
(317) 931-7269
MERIDIAN INSURANCE GROUP TO EXPLORE STRATEGIC ALTERNATIVES
Meridian Insurance Group, Inc. (Nasdaq: MIGI) announced today that its
Board of Directors has directed management to explore strategic alternatives to
enhance shareholder value. These alternatives may include, among other things,
repurchasing outstanding Company shares, engaging in a corporate reorganization
or restructuring, taking the Company private, demutualizing the Company's mutual
insurance company affiliates, engaging in an affiliation or business
combination, or continuing the Company's long-term independence strategy.
Management has been authorized to engage the investment banking firm of A.G.
Edwards & Sons, Inc., as it deems necessary to assist it with the evaluation of
various alternatives. As part of its evaluation, management expects to enter
into discussions and/or negotiations with third parties regarding one or more of
the alternatives identified above. The Board reconfirmed that the Company has no
interest in engaging in any transaction with American Union Insurance Company,
Gregory M. Shepard or any of their respective affiliates. On September 8 and
September 21, the Board of Directors recommended that shareholders reject a
tender offer for shares of the Company made by American Union, Mr. Shepard and
certain of their affiliates.
Meridian Insurance Group, Inc. provides automobile, homeowners, farmowners,
other personal lines of coverage, and commercial insurance. Meridian is licensed
to write business in the states of Arizona, Florida, Georgia, Illinois, Indiana,
Iowa, Kansas, Kentucky, Maryland, Michigan, Minnesota, Missouri, North Dakota,
Ohio, Pennsylvania, South Dakota, Tennessee, Utah, Virginia, Washington,
Washington, D.C. and Wisconsin.
