American Union Financial Corporation Amends Offer To Purchase Shares of Meridian Insurance Group, Inc.BLOOMINGTON, Ill.--(BUSINESS WIRE)--April 16, 1999-- Gregory M. Shepard M. Shepard is the tenth track on War All The Time. It is named for Matthew Shepard an American student at the University of Wyoming who was fatally attacked near Laramie, Wyoming, on the night of October 6 – October 7, 1998 in what was widely reported by international news , President of American Union Financial Corporation (AUFC AUFC Adelaide United Football Club (Australia) ), a Bloomington, Illinois Bloomington is a city in McLean County, Illinois, United States that is its county seat as well. A 2006 special census indicated that the population was 74,975 [1]. corporation, announced today that it was amending the terms of its tender offer to purchase up to 350,000 shares or 4.82%, of Meridian Insurance Group, Incorporated's (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : MIGI) outstanding common stock. The tender, which commenced on April 2, 1999, is being effected through a "Dutch auction Dutch Auction An auction where the price on an item is lowered until it gets its first bid, and then the item is sold at that price. Notes: The U.S. Treasury (and other countries) uses a Dutch auction when it sells securities. " at a price of not less than $14.50 nor more than $18.50 per share. The terms of this tender offer are being amended to reduce the offer to purchase up to 350,000 shares or 4.82% of MIGI's outstanding common stock, down to an offer to purchase up to 230,000 shares or 3.17% of MIGI's outstanding common stock. The potential $4,255,000 transaction will be financed internally from working capital. AUFC is offering to acquire the shares for the purpose of investment because the company believes the shares represent a favorable investment opportunity. Shareholders who wish to participate must decide how many shares they will tender, if any, and the price within the stated range at which they will offer their shares for purchase. The offer, the proration Proration A situation during a corporate action in which the available cash or shares are not sufficient to satisfy the offers tendered by shareholders. Therefore, a proportion of both cash and shares is granted for each offer tendered. period and withdrawal rights will expire at 12:00 midnight, Eastern Standard Time on Friday, April 30, 1999, unless the offer is extended by AUFC. Following the expiration of the offer, AUFC will set the final share price for the tendered shares which will be the lowest price within the stated range that will permit AUFC to purchase 230,000 shares, or such lesser number as is tendered. All shareholders whose shares are purchased will receive the same price per share. All shares properly tendered at or below the final purchase price will be purchased at the final purchase price, subject to the conditions of the offer, including the terms of the proration. The Information Agent and the Depositary DEPOSITARY, contracts. He with whom a deposit is confided or made. 2. It is, the essence of the contract of deposits that it should be gratuitous on the part 'of the depositary. 9 M. R. 470. is Chase Mellon Shareholder Services, L.L.C. Copies of the Offer to Purchase and related materials, dated April 2, 1999, have been sent to all MIGI shareholders. The terms of the offer and procedures for tendering are explained in detail in those materials. Shareholders are urged to carefully read these materieals prior to making any decision with respect to the offer. Additional copies of these materials may be obtained from the Information Agent by calling Toll-Free (800) 953-2497. AUFC is an Illinois corporation fromed in 1992 and owned 50% by Gregory M. Shepard and 50% by Tracy M. Shepard. AUFC owns 100% of the voting shares Voting Shares Shares that give the stockholder the right to vote on matters of corporate policy making as well as who will compose the members of the board of directors. Notes: Different classes of shares, such as preferred stock, sometimes don't allow for voting rights. of American Union Insurance Company, an Illinois property & casualty insurance company which owns 100% of the voting shares of American Union Life Insurance Company, an Illinois life, accident & health insurance company. Gregory M. Shepard individually owns 15.08% of MIGI's outstanding common shares as of March 5, 1999. MIGI has a Shareholder Rights Plan that entitles certain common shareholders to acquire additional common shares at a 50 percent discount if a person or group acquires 20% or more of MIGI's outstanding common shares. On March 30, 1999, the last reported sale price of the MIGI common shares on the NASDAQ Composite The Nasdaq Composite is a stock market index of all of the common stocks and similar securities (e.g. ADRs, tracking stocks, limited partnership interests) listed on the NASDAQ stock market, meaning that it has over 3,000 components. It is highly followed in the U.S. Tape was $15.50 per share. |
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