THE MIDLAND COMPANY
537 E. PETE ROSE WAY
CINCINNATI, OHIO 45202
NOTICE OF ANNUAL MEETING
TO THE SHAREHOLDERS OF THE MIDLAND COMPANY:
Notice is hereby given that the Annual Meeting of the Shareholders of
The Midland Company will be held at the Company's offices, 537 E. Pete Rose
Way, Cincinnati, Ohio 45202, on Thursday, April 14, 1994, at 10 a.m., for the
following purposes:
1. To elect 5 members of the Board of Directors to hold office for terms
of three years.
2. To ratify and approve the appointment of Deloitte & Touche as
independent auditors.
3. To transact any other business that may lawfully come before the
meeting.
As of the date of this notice, the foregoing is the only business
which the Board of Directors intends to present or which the Board of Directors
has knowledge that others will present at the meeting.
You are urged to be present. If you do not expect to be present at the
meeting but wish your stock to be voted, please date, fill in and sign the
enclosed form of proxy and mail it in the enclosed return envelope which
requires no postage if mailed in the United States.
Shareholders of record at the close of business on March 11, 1994, will
be entitled to vote at the meeting or any adjournment thereof.
DATED AT CINCINNATI, OHIO THIS 18th day of March, 1994.
JOHN R. LABAR
Secretary
THE MIDLAND COMPANY
537 E. Pete Rose Way
Cincinnati, Ohio 45202
The proxy and statement will first be sent to shareholders on or
about March 18, 1994.
PROXY STATEMENT
The enclosed proxy is solicited by the issuer. Each person giving a
proxy may revoke it at any time before it is voted by giving notice to the
Company in writing or in open meeting, or by a later dated proxy received by
the Company. Any written notice of revocation should be addressed to the
Company as indicated above to the attention of the Secretary. Each valid
proxy received in time will be voted at the meeting, and if a choice is
specified on the ballot, it will be voted in accordance with such
specification. Holders of stock on the books of the Company at the close of
business on the 11th day of March, 1994, are entitled to notice of and to vote
at the meeting. The Company then had outstanding voting securities consisting
of 2,999,081 shares of common stock, the holders of which are entitled to one
(1) vote per share.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth, as of March 11, 1994, the holdings of
persons (including any "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934) known by the Company to be the beneficial
owner of more than 5% of its outstanding common stock. Information has been
furnished by the persons listed. Beneficial ownership has been determined in
accordance with rules and regulations of the Securities and Exchange
Commission.
Name and Address of Amount Beneficially
Beneficial Owner Owned Percent of Class
J. P. Hayden, Jr.
537 E. Pete Rose Way
Cincinnati, Ohio 45202 578,217 (1) 19.0%
Burgess L. Doan
1 Riverfront Place
Newport, KY 41071 373,248 (2) 12.4%
Robert W. Hayden
537 E. Pete Rose Way
Cincinnati, Ohio 45202 351,236 (3) 11.7%
1
Name and Address of Amount Beneficially
Beneficial Owner Owned Percent of Class
John R. LaBar
537 E. Pete Rose Way
Cincinnati, Ohio 45202 340,202 (4) 11.3%
William McD. Kite
525 Vine Street
Cincinnati, Ohio 45202 216,359 (5) 7.2%
Gabelli Fund, Inc.
One Corporate Center
Rye, NY 10580 183,900 6.1%
Dimensional Fund
Advisors, Inc.
1299 Ocean Ave.
Suite 650
Santa Monica, CA 90401 166,900 (6) 5.6%
(1) Includes 462,272 shares over which J. P. Hayden, Jr. has sole
voting and investment power, 59,245 over which he has sole voting power only,
10,800 over which he shares voting and investment power, and 45,900 shares that
may be acquired through exercise of options within 60 days of March 11, 1994.
(2) Includes 176,256 shares over which Burgess L. Doan has sole voting
and investment power, including 34,398 shares held in trust for the benefit of
the family of J. P. Hayden, III, and 40,398 shares held in trust for the benefit
of the family of John W. Hayden. These shares held in trust are not shown as
owned beneficially by J. P. Hayden, III or John W. Hayden. In addition, Mr.
Doan shares voting and investment power over 138,000 shares as co-trustee with
William McD. Kite, under agreement with J. Page Hayden, deceased. J. P.
Hayden Jr. is among the beneficiaries of the trust entitled to receive
distribution of income. These trust shares are not shown as beneficially
owned by J. P. Hayden, Jr. Furthermore, Mr. Doan shares voting and investment
power over 58,992 shares held in trust as a co-trustee for the benefit of the
children of Robert W. Hayden.
(3) Includes 337,336 shares over which Robert W. Hayden has sole voting
and investment power, 1,500 shares over which he has sole voting power, and
12,400 shares that may be acquired through exercise of options within 60 days of
March 11, 1994.
2
(4) Includes 325,602 shares over which John R. LaBar has sole voting and
investment power, 1,500 shares over which he has sole voting power, 100 shares
over which he shares voting and investment power, and 13,000 shares that may
be acquired through exercise of options within 60 days of March 11, 1994.
(5) Includes 211,359 shares over which William McD. Kite shares voting
and investment power, including 138,000 shares over which Mr. Kite is a
co-trustee with Burgess L. Doan under agreement with J. Page Hayden, deceased.
J. P. Hayden, Jr. is among the beneficiaries of the trust entitled to receive
distribution of income. These trust shares are not shown as beneficially
owned by J. P. Hayden, Jr. In addition, it includes 58,987 shares over which
Mr. Kite is a co-trustee for the benefit of children of Robert W. Hayden.
Finally it includes 5,000 shares that may be acquired through exercise of
options within 60 days of March 11, 1994. Mr. Kite, a director, is a partner
of the law firm of Cohen, Todd, Kite & Stanford, general counsel for the
Company. The Company paid the firm fees of $331,138 in 1993.
(6) Dimensional disclaims beneficial ownership of these shares which are
held in investment portfolios it manages for employee benefit plans.
As of March 11, 1994, all Directors and Officers of the Company,
as a group, beneficially owned 1,716,055 shares of the common stock of the
Company. This amount includes 172,600 shares which may be acquired through
exercise of options within 60 days of March 11, 1994. The amount so
beneficially owned represents 54.1% of the aggregate of the shares outstanding
on that date plus the shares which may be so acquired through exercise of
options.
ELECTION OF DIRECTORS
It is intended that proxies given to the persons named in the
enclosed form of proxy will be voted for the election of nominees listed below.
In case any nominee is unable or declines to serve, it is intended that proxies
will be voted for the balance of those named and for such person as shall be
designated by the Board of Directors to replace any such nominee. The issuer
has no knowledge or reason to believe that any nominee will be unable or
unwilling to serve. Shareholders have cumulative voting rights in the
election of Directors. If notice in writing is given by any shareholder to
the President, a Vice President, or the Secretary of the Company, not less
than forty-eight (48) hours before the time fixed for holding the meeting,
that he desires that the voting for the election of Directors be cumulative,
and if an announcement of the giving of such notice is made upon convening of
the meeting, each shareholder shall have the right to cumulate his shares in
voting for the Directors. By this procedure a shareholder, instead of
registering one vote per share for each candidate of his choice, may cast the
entire total of his votes (as many votes as the number of Directors to be
elected multiplied by the number of his shares equals) for one candidate or
distribute them among the candidates otherwise as he desires. This proxy does
not solicit discretionary authority to accumulate votes.
3
The Board of Directors will consist of fifteen members divided into
three classes. Five directors are to be elected at the annual meeting to
serve until the annual meeting in 1997 and until their successors have been
elected and qualified. It is intended that the accompanying proxy will be
voted for the election of the following five nominees:
Shares of Common
Principal Occupation Stock of Company Percent
and Other Director Beneficially Owned of
Directors Business Affiliations Since on March 11, 1994 Class
George R. Baker Corporate Director/ 1971 5,740 (7) 0.2%
(Age 64) Advisor, since July 1,
1985;Director, Reliance
Group Holdings, Inc.,
Reliance Insurance Co.,
W. W. Grainger,Inc.;
WMS Industries, Inc.
Michael J. Conaton President of the Company; 1969 53,200 (8) 1.8%
(Age 60) Director, Society National
Bank
John R. LaBar Vice President and 1963 340,202 (2) 11.3%
(Age 62) Secretary of the Company
J. P. Hayden, III (1) Vice President of 1989 38,870 (9) 1.3%
(Age 41) The Company; President
of M/G Transport Services,
Inc. (wholly owned Subsidiary
of The Midland Company)
William J. Keating Formerly Chairman and 1991 3,000 (13) .01%
(Age 66) Publisher and Chief Executive
Officer of The Cincinnati
Enquirer, Formerly Chairman
of the Board of Associated
Press, Director, Fifth Third
Bancorp and Fifth Third Bank
4
The following directors have been elected to serve until the annual
meeting in 1995 and until their successors have been elected and qualified:
Shares of Common
Principal Occupation Stock of Company Percent
and Other Director Beneficially Owned of
Directors Business Affiliations Since on March 11, 1994 Class
J. P. Hayden, Jr. (1) Chairman of the Board of 1961 578,217 (2) 19.0%
(Age 64) the Company; Director,
Star Banc Corporation
William McD. Kite Attorney, Partner of firm 1966 216,359 (2) 7.2%
(Age 70) of Cohen, Todd, Kite & Stanford
John M. O'Mara Financial Consultant; 1983 7,500 (10) 0.2%
(Age 66) Director, Baldwin &
Lyons, Inc.; Plautronic,
Inc.; Formerly Chairman of
the Executive Committee,
Quality Care Systems;
Formerly President, Chemvest
International, Inc.; Formerly
Chairman of the Board and Chief
Executive Officer of Global
Natural Resources, Inc.
Glenn E. Schembechler Formerly President, 1981 10,400 (11) 0.3%
(Age 64) Detroit Tigers Baseball
Club; Formerly, Athletic
Director and Head Football
Coach, University of Michigan;
Director, Riddell Sports, Inc.
John I. Von Lehman Vice President, Treasurer 1991 12,500 (12) 0.4%
(Age 41) and Chief Financial Officer
of the Company
The following directors have been elected to serve until the annual
meeting in 1996 and until their successors have been elected and qualified:
5
Shares of Common
Principal Occupation Stock of Company Percent
and Other Director Beneficially Owned of
Directors Business Affiliations Since on March 11, 1994 Class
James H. Carey Corporate Director/ 1971 2,440 (3) 0.1%
(Age 61) Advisor; Managing Director,
Briarcliff Financial
Associates, Since June,
1991; Director, Airborne
Freight Corporation; Cowan
Group of Funds; Formerly
President and Chief
Executive Officer of The
Berkshire Bank, NY, NY;
Formerly President, Graham
& Carey, Inc.
Robert W. Hayden (1) Vice President of the 1968 351,236 (2) 11.7%
(Age 55) Company
John R. Orther Certified Public 1961 3,200 (4) 0.1%
(Age 75) Accountant
William F. Plettner Retired Vice Chairman and 1961 58,088 (5) 1.9%
(Age 71) President of the Company
John W. Hayden (1) Vice President of the 1991 58,150 (6) 1.9%
(Age 36) Company; Senior Executive
Vice President of American
Modern Home Insurance
Group (wholly owned
Subsidiary of The
Midland Company)
Information has been furnished by the persons listed. Beneficial
ownership has been determined in accordance with rules and regulations of the
Securities and Exchange Commission. Periods of service as directors include
service as directors of the Company's predecessor, Midland-Guardian Co.
6
(1) J. P. Hayden, Jr. and Robert W. Hayden, both of whom are executive officers
of the Company and various subsidiaries, are brothers. J. P. Hayden, III and
John W. Hayden are sons of J. P. Hayden, Jr.
(2) With reference to the holdings of J. P. Hayden, Jr., Robert W. Hayden, John
R. LaBar, and William McD. Kite, see footnotes (1) through (5) under Principal
Holders of Voting Securities.
(3) Includes 440 shares over which James H. Carey has sole voting and investment
power, and 2,000 shares that may be acquired through exercise of options within
60 days of March 11, 1994.
(4) Includes 700 shares over which John R. Orther has sole voting and investment
power, and 2,500 shares that may be acquired through exercise of options within
60 days of March 11, 1994.
(5) Includes 55,868 shares over which William F. Plettner has sole voting and
investment power, 220 shares over which he shares voting and investment power,
and 2,000 shares that may be acquired through exercise of options within 60
days of March 11, 1994.
(6) Includes 600 shares over which John W. Hayden has sole voting and investment
power, 1,500 over which he has sole voting power, 3,860 shares over which he
shares voting and investment power, 41,690 shares over which he shares
investment power only, and 10,500 shares that may be acquired through exercise
of options within 60 days of March 11, 1994.
(7) Includes 740 shares over which George R. Baker has sole voting and
investment power and 5,000 shares that may be acquired through exercise of
options within 60 days of March 11, 1994.
(8) Includes 2,500 shares over which Michael J. Conaton has sole voting power,
29,700 shares over which he shares voting and investment powers, and 21,000
shares that may be acquired through exercise of options within 60 days of March
11, 1994.
(9) Includes 1,060 shares over which J. P. Hayden, III has sole voting and
investment power, 1,500 shares over which he has sole voting power, 9,270
shares over which he shares voting and investment power, 15,940 shares over
which he shares investment power only, and 11,100 shares that may be acquired
through exercise of options within 60 days of March 11, 1994.
7
(10) Includes 2,500 shares over which John M. O'Mara has sole voting and
investment power, and 5,000 shares that may be acquired through exercise of
options within 60 days of March 11, 1994.
(11) Includes 5,400 shares over which Glenn E. Schembechler has sole voting
and investment power and 5,000 shares that may be acquired through exercise
of options within 60 days of March 11, 1994.
(12) Includes 600 shares over which John I. Von Lehman has sole voting and
investment power, 1,500 shares over which he has sole voting power, and 10,400
shares that may be acquired through exercise of options within 60 days of
March 11, 1994.
(13) Includes 2,000 shares over which William J. Keating shares voting and
investment powers and 1,000 shares that may be acquired through exercise of
options within 60 days of March 11, 1994.
The Board of Directors of the Company has an audit committee and a
compensation committee, but has no nominating committee. The audit committee
is composed of James H. Carey, John R. Orther, John M. O'Mara and Glenn E.
Schembechler. The function of the audit committee is to nominate auditors for
the annual audit of the Company and discuss the audit work with the auditors
appointed to perform the audit. The compensation committee is composed of
George R. Baker, James H. Carey and William J. Keating. The function of the
compensation committee is to review and make recommendations as to
compensation of the senior executive officers of the Company. The Board of
Directors of the Company had four meetings, the audit committee had four
meetings and the compensation committee had three meetings in 1993.
The Company pays outside Directors an annual fee of $12,000 plus an
attendance fee of $750 for each regularly held meeting. In addition, the
Company pays outside Directors who serve on the audit committee or the
compensation committee an annual fee of $2,000 for services on such committee.
The net value realized from exercise of options in 1993 by non-employee
directors was $54,050.
EXECUTIVE COMPENSATION
The following Summary Compensation Table provides an overview of
compensation paid, earned or awarded to the CEO and the four other most highly
paid executive officers of the Company as to whom total annual salary and
bonus exceeded $100,000 for 1993.
8
SUMMARY COMPENSATION TABLE
Long Term Compensation All Other
Annual Compensation Awards Compensations
Restricted
Name and Stock Options/ (2) (3)
Principle Position Year Salary Bonus Awards(1) SAR'S 401(k) Insurance
J.P. Hayden, Jr. 1993 $475,000 $162,396 $229,375 0 $4,497 $2,208
Chairman of the Board 1992 440,000 145,922 0 0 4,364 2,208
and Chief Executive 1991 415,000 110,905 0 15,000 2,029 2,208
Officer
Michael J. Conaton 1993 $260,000 $ 81,198 $114,687 0 $4,497 $2,208
President and 1992 235,000 72,960 0 0 4,364 1,200
Chief Operating 1991 214,000 55,451 0 7,000 3,037 1,200
Officer
John R. LaBar 1993 $155,000 $ 65,559 $ 68,812 0 $4,497 $2,208
Vice President and 1992 141,000 57,769 0 0 4,230 2,208
Secretary 1991 133,500 44,361 0 4,500 1,797 2,208
Robert W. Hayden 1993 $150,000 $ 65,559 $ 68,812 0 $4,497 $1,200
Vice President 1992 134,000 57,769 0 0 4,020 552
1991 126,500 44,361 0 4,500 3,243 552
John I. Von Lehman 1993 $170,000 $ 48,919 $ 68,812 0 $4,497 $ 0
Vice President, 1992 150,000 43,576 0 0 4,364 0
Treasurer and Chief 1991 118,000 33,271 0 4,000 3,540 0
Financial Officer
(1) Dividends will be paid on stock reported in this column. The restricted
stock awarded in 1993 was as follows: J. P. Hayden, Jr., 5,000 shares; Michael
J. Conaton, 2,500 shares; and John R. LaBar, Robert W. Hayden and John I.
Von Lehman, 1,500 shares each.
(2) Total 401(k) matching contributions earned during year, paid and accrued.
(3) Total term life insurance premium paid during year.
A 401(k) Savings Plan has been adopted by the Board of Directors and
approved by the Internal Revenue Service. The plan provides an additional
retirement benefit for salaried employees. An employee may make basic pre-tax
contributions to his plan account up to 6% of his base salary. The Company
will contribute $.50 for each dollar of the employee's basic contribution. An
employee may also make supplemental contributions up to an additional 10% of
his base salary. However, an employee's total contributions may not exceed
$9,240 in 1994. The Company will not match supplemental contributions. Cash
compensation paid pursuant to this plan is included in the Summary
Compensation Table as All Other Compensation.
9
A Pension Plan has been adopted by the Board of Directors and approved
by the Internal Revenue Service. The plan provides for payment of annual
benefits to salaried employees of the Company upon retirement. The monthly
benefits equal the years of service (up to a maximum of 35 years) multiplied
by the sum of 1% of that portion of average monthly salary constituting Social
Security covered compensation, plus 1.75% of that portion of average monthly
salary not constituting Social Security covered compensation. Average monthly
salary is based on the highest average salary for 5 consecutive years.
Proposed compensation in the form of payments from this non-
contributory defined benefit pension plan are not included in the Summary
Compensation Table. The 1993 estimated annual benefits (after deduction for
social security benefits) payable upon retirement is a straight line annuity
paid from the plan and may be individually estimated by reference to the
following table:
Average YEARS OF SERVICE
Annual
Salaries 20 25 30 35
$100,000 $ 31,353 $ 39,192 $ 47,030 $ 54,868
150,000 48,853 61,067 73,280 85,493
200,000 66,353 82,942 99,530 116,118
250,000 83,853 104,817 125,780* 146,743*
300,000 101,353 126,692* 152,030* 177,368*
350,000 118,853* 148,567* 178,280* 207,993*
400,000 136,353* 170,442* 204,530* 238,618*
450,000 153,853* 192,317* 230,780* 269,243*
500,000 171,353* 214,192* 257,030* 299,868*
550,000 188,853* 236,067* 283,280* 330,493*
* Under the Internal Revenue Code, the maximum allowable annual benefit payable
by the plan in 1994 is $118,800. In addition, the maximum pay that can be used
to determine the benefit is $150,000 (previously this was $235,840). However,
the Board of Directors has approved the payment to participants directly by the
Company of any reduction in benefits occasioned by limitations on benefits
contained in the Internal Revenue Code.
The compensation covered by the plan includes only basic salary. The
credited years of service through 1993 and current compensation for 1994
covered by the plan of each of the five most highly compensated executive
officers of the Company is set forth in the following table:
10
Name of Plan Years of
individual Compensation Service
J. P. Hayden, Jr. $525,000 44
Michael J. Conaton 285,000 32.8
John I. Von Lehman 180,000 13.5
John R. LaBar 165,000 40.6
Robert W. Hayden 160,000 33.8
The following table sets forth the aggregated option exercises during
1993 and the option value as of December 31, 1993 for the CEO and the four
other most highly paid executive officers of the Company under the Stock
Option Plan adopted by the Board of Directors and approved by the
shareholders.
Aggregate Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at Year End at Year End
Shares
Acquired Value Exercisable/ Exercisable/
Name On Exercise Realized Unexercisable Unexercisable
J.P. Hayden, Jr. -- -- 45,900 $978,200
0 $0
Michael J. Conaton -- -- 21,000 $447,000
0 $0
John R. LaBar -- -- 13,000 $275,250
0 $0
Robert W. Hayden -- -- 12,400 $260,825
0 $0
John I. Von Lehman -- -- 10,400 $216,012
0 $0
11
Report of the Compensation Committee
The Compensation Committee's compensation policies are to attract and
retain qualified executive officers, to reward them for profitable corporate
performance and to provide incentives for them to create long-term corporate
stability and growth. Therefore, the Company's compensation package for its
executive officers consists of base salary and annual performance based bonus
and incentive awards. The level of these amounts is determined by this
Committee.
The Committee sets base salaries at levels believed by the Committee to
be sufficient to attract and retain qualified executives, including the Chief
Executive Officer, considering other compensation components offered by the
Company and salaries offered by other companies. The Chief Executive
Officer's 1993 salary of $475,000 was an 8% increase over 1992. Salaries of
executive officers are listed in the Summary Compensation Table.
The Committee believes that a significant portion of total compensation
should be subject to specific annual performance criteria. Consequently, the
annual bonus potential is set at a significant percentage of salary. The
target bonus is based on the annual profit performance of the Company and the
individual officer's percentage of participation in the Profit-Sharing Plan.
The Board of Directors of the Company has continued its policy of adopting a
Profit Sharing Plan first initiated in 1968 under which the Board is
authorized to pay to certain of the executive officers of the Company as
additional compensation during each year an aggregate sum not to exceed 3% of
the consolidated earnings (before taxes) of the Company during such year. The
Compensation Committee determines each respective executive officer's,
including the Chief Executive Officer's, percentage of participation in the
plan based on specific job responsibilities. Total executive bonuses are
generally less than 50 percent of the executive's base salary. The Chief
Executive Officer's annual bonus for 1993 was $145,922 which represents 30%
of the bonus pool created under the Profit-Sharing Plan. This is comparable
to prior years and reflects the Company's profit performance for 1993. Cash
compensation paid pursuant to the plan is included in the Summary Compensation
Table.
Long-term incentive awards are made under the Company's Employee
Incentive Stock Plan which authorizes restricted stock awards, stock option
grants and stock appreciation rights. The Plan was adopted to provide
incentives to encourage employee contribution to the Company's stability and
growth. The Plan in administered by the members of the Compensation
Committee. In 1993, restricted stock was awarded to the Chief Executive
Officer and other executive officers as set forth in the Summary Compensation
Table.
The Compensation Committee is composed of three independent nonemployee
directors, whose names are:
George R. Baker
James H. Carey
William J. Keating
12
FIVE YEAR TOTAL RETURN
CAMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN *
AMONG MIDLAND CO., AMERICAN STOCK EXCHANGE COMPOSITE AND THE S&P
PROPERTY AND CASUALTY GROUP
Dollars
250 ---------------------------------------------------------------
B B
200 ---------------------------------------------------------------
A A
B
C
A
150 ------------------------B------------C------------C------------
B
A
C
A C
100 #--------------------------------------------------------------
A = MIDLAND B = S&P PROPERTY/CASUALTY C = AMEX COMPOSITE
50 ---------------------------------------------------------------
1988 1989 1990 1991 1992 1993
1988 1989 1990 1991 1992 1992
===================================================================
MIDLAND 100 116.1 127.1 154.3 189.7 189.4
S & P PROPERTY/CASUALTY 100 146.2 154.3 178.8 209.4 205.7
AMEX COMPOSITE 100 124.6 178.8 144.4 150.4 176.6
ASSUMES $100 INVESTED ON DECEMBER 31, 1988 IN MIDLAND COMMON STOCK,
AMEX COMPOSITE ADN THE S&P PROPERTY AND CASUALTY GROUP.
* TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS.
# STARTING POINT OF $100 FOR ALL THREE CHARTED ITEMS.
13
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has selected the firm of Deloitte & Touche as
auditors to make an examination of the accounts of the Company for the year
1994. This firm of independent certified public accountants has made the
annual audits of the accounts of the Company and its predecessor, Midland-
Guardian Co., since 1952. Such selection of auditors is submitted to the
shareholders for ratification and approval or rejection. If rejected, the
audit committee of the Board of Directors will select other auditors.
Representatives of such auditors are expected to be present at the meeting and
will have an opportunity to make a statement and be available to respond to
appropriate questions.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 1995 annual
meeting must be received at the Company's executive offices on or before
November 15, 1994, in order to be included in the proxy statement and form of
proxy relating to that meeting.
COST OF SOLICITATION
The cost of preparing and mailing this statement and the accompanying
notice of meeting and proxy, and any additional material relating to the
meeting, and the cost of soliciting proxies, will be borne by the Company.
OTHER MATTERS
The Board of Directors knows of no other matters which are likely to
be brought before the meeting. However, if any other matters not now known
properly come before the meeting, the persons named in the enclosed proxy or
their substitute, will vote said proxy in accordance with their judgment of
such matters.
The above notice and proxy statement are sent by order of the Board
of Directors.
JOHN R. LABAR
Secretary
Dated: March 18, 1994
Shareholders may obtain without charge a copy of the Company's 1993 report to
the Securities and Exchange Commission on Form 10-K by sending a request to:
Office of the Secretary - 10K Report, The Midland Company, 537 E. Pete Rose
Way, Cincinnati, Ohio 45202.
14
THE MIDLAND COMPANY 1994 PROXY CARD - FRONT SIDE
THE MIDLAND COMPANY
Annual Meeting April 14, 1994
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints J.P. Hayden, Jr., Michael J. Conaton, and John
R. LaBar, and each of them, attorneys with the powers which undersigned would
possess if personally present, including the power of substitution, to vote
all shares of the undersigned at the Annual Meeting of Stockholders of The
Midland Company to be held at the Company's office, 537 E. Pete Rose Way,
Cincinnati, Ohio, 45202, at 10:00 A.M. on the 14th day of April, 1994, and at
any adjournments thereof. The above proxies are hereby instructed to vote as
shown on the reverse side of this card.
Election of Directors, Nominees: (change of address)
George R. Baker, Michael J. Conaton, John R. LaBar,
J.P. Hayden, III, William J. Keating.
_____________________
_____________________
_____________________
_____________________
(If you have written
in the above space,
please mark the
corresponding box on
the reverse side of
this card.)
You are encouraged to specify your choices my marking the appropriate boxes,
SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. The Proxies cannot
vote your shares unless you sign
and return this Card.
SEE REVERSE SIDE
THE MIDLAND COMPANY 1994 PROXY CARD - REVERSE SIDE
_X_ Please mark you votes as in the example SHARES IN YOUR NAME
FOR WITHHELD
1. Election of Directors ___ ____
For, except vote withheld from the following nominee(s):
______________________________________
2. PROPOSAL TO RATIFY AND APPROVE the appointment f Deloitte & Touche as
independent auditors. FOR ____ AGAINST ____ ABSTAIN ____
3. In their discretion, upon other matters as may properly come before
the meeting.
This proxy when properly executed will be voted in the manner directed herein
by the signed stockholder. If no direction is made, this proxy will be voted
in favor of the proposals.
As to any other matter, or if any of said nominees are not available for
election, attorneys shall vote in accordance with their best judgement.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
CHANGE OF ADDRESS ______
ATTEND MEETING ______
SIGNATURE(S) ____________________________ DATE _______________
SIGNATURE(S) ____________________________ DATE _______________
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
