As filed with the Securities and Exchange Commission on June 30, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Incorporated The Midland Company I.R.S. Employer
Under the Laws 7000 Midland Boulevard Identification No.
of Ohio Amelia, Ohio 45102-2607 31-0742526
(513) 943-7100
The Midland Guardian Co. Salaried Employees 401(k) Savings Plan
The Midland Company 2000 Associate Discount Stock Purchase Plan
The Midland Company Stock Option Plan for Non-Employee Directors
Joseph P. Hayden III
The Midland Company
7000 Midland Boulevard
Amelia, Ohio 45102-2607
Telephone: (513) 943-7100
Facsimile: (513) 943-7111
(Agent for Service of Process)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities To Be Price Offering Registration
To Be Registered Registered(1) Per Share Price Fee(3)
Common Stock 550,000 Shares $22.8125(2) $12,546,875(2) $3,312.38
(1) This Registration Statement is filed for up to 200,000 shares issuable
under The Midland Guardian Co. Salaried Employees 401(k) Savings Plan;
up to 250,000 shares issuable under The Midland Company 2000 Associate
Discount Stock Purchase Plan; and up to 100,000 shares issuable as stock
awards or upon the exercise of stock options under The Midland Company
Stock Option Plan for Non-Employee Directors. In addition, pursuant to
Rule 416(C) under the Securities Act of 1933, this Registration System
also covers an indeterminate amount of plan interests to be offered or
sold pursuant to The Midland-Guardian Co. Salaried Employees 401(k)
Savings Plan.
(2) Estimated solely for purposes of calculating registration fee.
(3) Registration fee has been calculated pursuant to Rule 457(h).
This Registration Statement registers the following securities on
behalf of The Midland Company (the "Registrant"):
- Up to 200,000 shares issuable under The Midland Guardian Co. Salaried
Employees 401(k) Savings Plan which covers all employees of the
Registrant and its subsidiaries;
- Up to 250,000 shares issuable under The Midland Company 2000 Associate
Discount Stock Purchase Plan which covers all employees of the
Registrant and its subsidiaries; and
- Up to an additional 100,000 shares issuable as stock awards or upon
the exercise of stock options under The Midland Company Stock Option
Plan for Non-Employee Directors. The Registrant previously registered
150,000 shares associated with this Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference and
made a part hereof:
4. Annual Report on Form 10-K for the year ended December 31, 1999.
5. Quarterly Report on Form 10-Q for the quarter ended March 31,
2000.
6. The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-C filed with
the Commission under the Securities Exchange Act of 1934 on June
16, 1969.
All reports and other documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The legality of the common stock will be passed upon for the Registrant
by Keating, Muething & Klekamp, P.L.L., 1400 Provident Tower, One East Fourth
Street, Cincinnati, Ohio 45202.
Item 6. Indemnification of Directors and Officers
Section 1701.13(E) of the Ohio General Corporation Law allows
indemnification by the Registrant to any person made or threatened to be made a
party to any proceedings, other than a proceeding by or in the right of the
Registrant, by reason of the fact that he is or was a director, officer,
employee or agent of the Registrant, against expenses, including judgments and
fines, if he acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the Registrant and, with respect to
criminal actions, in which he had no reasonable cause to believe that his
conduct was unlawful. Similar provisions apply to actions brought by or in the
right of the Registrant, except that no indemnification shall be made in such
cases when the person shall have been adjudged to be liable for negligence or
misconduct to the Registrant unless determined by the court. The right to
indemnification is mandatory in the case of a director or officer who is
successful on the merits or otherwise in defense of any action, suit or
proceeding or any claim, issue or matter therein. Permissive indemnification is
to be made by a court of competent jurisdiction, the majority vote of a quorum
of disinterested directors, the written opinion of independent counsel or by the
shareholders.
The Registrant's Code of Regulations provides that the Registrant shall
indemnify its directors and officers to the fullest extent not prohibited by
law.
The Registrant maintains director and officer liability insurance which
provides coverage against certain liabilities.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
5 Opinion of Keating, Muething & Klekamp, PLL
10.1 The Midland Company 2000 Associate Discount Stock Purchase Plan
10.2 The Midland Company Stock Option Plan for Non-Employee Directors
10.3 The Midland Guardian Co. Salaried Employees 401(K) Savings Plan
15 Letter re: Unaudited Interim Financial Statements
23.1 Consent of Keating, Muething & Klekamp, PLL (contained on
Exhibit 5)
23.2 Consent of Deloitte & Touche
24 Power of Attorney (contained on the signature page)
Item 9. Undertakings
9.1 The Registrant hereby undertakes to file, during any period in
which offers or sales are being made, a post-effective amendment to this
Registration Statement:
1. to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
2. to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement.
3. to include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (1) and (2) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
9.2 The undersigned Registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
9.3 The undersigned Registrant hereby undertakes to remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
9.4 The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
9.5 Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Amelia, Ohio, on June 29, 2000.
THE MIDLAND COMPANY
BY:/s/ Joseph P. Hayden III
Joseph P. Hayden III
Chairman of the Board and
Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person below whose signature is
preceded by an (*) designate Joseph P. Hayden III and John W. Hayden, or either
of them, his true and lawful attorney and agent, to sign all amendments to this
Registration Statement as well as any related registration statement (or
amendment thereto) filed pursuant to Rule 462(b) promulgated under the
Securities Act of 1933.
Signature Capacity Date
*/s/Joseph P. Hayden III Chairman of the Board and June 27, 2000
Joseph P. Hayden III Chief Operating Officer
(principal executive officer)
John W. Hayden President, Chief Executive June __, 2000
Officer and Director
*/s/J. P. Hayden, Jr. Chairman of the Executive June 27, 2000
J. P. Hayden, Jr. Committee of the Board
*/s/Michael J. Conaton Vice Chairman of the Board June 27, 2000
Michael J. Conaton
*/s/John I. Von Lehman Executive Vice President, June 26, 2000
John I. Von Lehman Chief Financial Officer,
Secretary and Director
(principal financial and
accounting officer)
*/s/James E. Bushman Director June 30, 2000
James E. Bushman
James H. Carey Director June __, 2000
Jerry A. Grundhofer Director June __, 2000
*/s/Robert W. Hayden Director June 30, 2000
Robert W. Hayden
William T. Hayden Director June __, 2000
*/s/William J. Keating Director June 30, 2000
William J. Keating
*/s/John R. LaBar Director June 27, 2000
John R. LaBar
*/s/David B. O'Maley Director June 30, 2000
David B. O'Maley
John M. O'Mara Director June __, 2000
Glenn E. Schembechler Director June __, 2000
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
duly casued this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Amelia, State of Ohio,
on June 29, 2000.
The Midland Guardian Co. Salaried
Employees 401(k) Savings Plan
By: /s/Edward J. Heskamp
Title: Assistant Treasurer
