SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Midland Financial Group, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of class of securities)
597517-10-1
(CUSIP number)
Michael A. Robinson
One Commerce Square, Suite 1700, Memphis, Tennessee 38103 (901) 525-1322
(Name, address and telephone number of person
authorized to receive notices and communications)
April 29, 1996
(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 Rule 13d-1(b)(3) or (4), check the following box [
].
Check the following box if a fee is being paid with the statement [X].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note. Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1 (a) for other parties to
whom copies are to be sent.
(Continued on following pages)
(Page 1 of 26 Pages)
Exhibit Index Appears on Page 21<PAGE>
SCHEDULE 13D
CUSIP NO. 597517-10-1 13D PAGE 2 OF 26 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MARCo Holdings, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e)[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
NUMBER OF 7 SOLE VOTING POWER
SHARES 186,630 (See Item 5(a))
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY (See Item 5(a))
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 186,630 (See Item 5(a))
PERSON WITH 10 SHARED DISPOSITIVE POWER
(See Item 5(a))
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
186,630 (Includes 84,000 shares that may be acquired from the exercise of
warrants).
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 597517-10-1 13D PAGE 3 OF 26 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MARCo Incorporated
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e)[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5(a).
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY See Item 5(a).
EACH 9 SOLE DISPOSITIVE POWER
REPORTING See Item 5(a).
PERSON WITH 10 SHARED DISPOSITIVE POWER
See Item 5(a).
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5.
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 597517-10-1 13D PAGE 4 OF 26 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Michael A. Robinson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e)[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5(a).
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY See Item 5(a).
EACH 9 SOLE DISPOSITIVE POWER
REPORTING See Item 5(a).
PERSON WITH 10 SHARED DISPOSITIVE POWER
See Item 5(a).
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5.
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 597517-10-1 13D PAGE 5 OF 26 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Charles P. Brown and Anne W. Brown, Joint Tenants
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 130,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 130,000
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
See Item 5(a).
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 597517-10-1 13D PAGE 6 OF 26 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
C. P. Brown Family Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e)[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
NUMBER OF 7 SOLE VOTING POWER
SHARES 45,818
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 45,818
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,818
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
See Item 5(a).
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.8%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D
CUSIP NO. 597517-10-1 13D PAGE 7 OF 26 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Thomas W. Staed and Barbara D. Staed, Joint Tenants
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e)[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 108,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 108,000
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
See Item 5(a).
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 597517-10-1 13D PAGE 8 OF 26 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Blaine Brantley Staed Irrevocable Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES 14,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 14,000
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than .1%.
14 TYPE OF REPORTING PERSON*
00
<PAGE>
SCHEDULE 13D
CUSIP NO. 597517-10-1 13D PAGE 9 OF 26 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Leslie Shelton Staed Irrevocable Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES 14,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 14,000
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than .1%
14 TYPE OF REPORTING PERSON*
00
<PAGE>
SCHEDULE 13D
CUSIP NO. 597517-10-1 13D PAGE 10 OF 26 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Whitney Egan Staed Irrevocable Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e)[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES 14,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 14,000
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than .1%
14 TYPE OF REPORTING PERSON*
00
<PAGE>
MIDLAND FINANCIAL GROUP, INC.
(CUSIP NO. 597517-10-1)
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common shares, no par value (the "Common
Stock") of Midland Financial Group, Inc., a Tennessee corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 825
Crossover Lane, Suite 112, Memphis, Tennessee 38117.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of MARCo Holdings, L.P., a Tennessee
limited partnership ("MARCo Holdings"), whose principal business address is
1700 One Commerce Square, Memphis, Tennessee 38103. The sole general partner
of MARCo Holdings is MARCo Incorporated, a Tennessee corporation ("MARCo
Inc."). MARCo Holdings is an investment limited partnership. The business of
MARCo Holdings is managed by its general partner MARCo Inc. of which Michael A.
Robinson is principal shareholder, Chairman, President and Chief Executive
Officer. Mr. Robinson is a United States Citizen whose business address is the
same as MARCo Holdings and MARCo Inc. Mr. Robinson's present principal
occupation is as a partner of Glankler Brown, PLLC law firm.
This statement is also being filed on behalf of the C.P. Brown Trust (the
"Brown Trust") and Charles P. and Anne W. Brown. The Brown Trust was formed
pursuant to the laws of the State of Tennessee. Mr. Brown and Mrs. Brown are
United States citizens. The business address for Mr. Brown and Mrs. Brown is
1407 Union Avenue, Suite 100, Memphis, Tennessee 38174. The Brown Trust's
business address is 50 N. Front Street, Suite 1075, Memphis, Tennessee 38103
and Kimbrough Brown Mullins, an attorney, is trustee. Mr. Brown's present
principal occupation is Chairman of Brown & Associates, LLC. Mrs. Brown's
present principal occupation is homemaker.
In addition, this statement is being filed on behalf of Thomas W. Staed
and Barbara D. Staed and the Blaine Brantley Staed Irrevocable Trust, Leslie
Shelton Staed Irrevocable Trust and Whitney Egan Staed Irrevocable Trust
(collectively, the "Staed Trust"). The Staed Trust was formed pursuant to the
laws of the State of Florida and its business address is 501 North Grandview
Avenue, SunBank Building, Daytona Beach, Florida. E. William Crotty, an
attorney, is the trustee of the Staed Trust. Mr. and Mrs. Staed are United
States citizens and their business address is 2025 S. Atlantic Avenue, Daytona
Beach Shores, Florida 32118. Mr. Staed's present principal occupation is
President of Oceans Eleven Resorts, Inc. Mrs. Staed's present principal
occupation is Secretary of Oceans Eleven Resorts, Inc.
During the last five years, none of the persons identified pursuant to
this Item 2 has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and has not, as a
result of such proceeding, been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or states securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In 1992, Mr. Robinson contributed to MARCo Holdings, shares of Common
Stock that Mr. Robinson acquired in 1986 in a private transaction with the
Issuer with a combination of cash and delivery of a promissory note which has
been paid in full. In 1992, MARCo Holdings also acquired warrants to purchase
84,000 shares of Common Stock at an exercise price of $12.85 a share. These
warrants have not been exercised.
The Brown Trust acquired 45,818 shares of Common Stock through the
exercise of warrants in 1993 by payment in cash of the purchase price of $3.93
per share. Trust funds were used for this purchase.
Mr. Brown acquired 130,000 shares of Common Stock in 1980 by the use of
personal funds and such shares are held in joint tenancy with Mrs. Brown.
Mr. Staed acquired shares of Common Stock in 1988, and acquired additional
shares in 1993 through the exercise of warrants at a purchase price of $3.93
per share, with personal funds and the proceeds of commercial bank loans from
National Bank of Commerce, Memphis, Tennessee. These shares are held in joint
tenancy with Mrs. Staed.
The Staed Trust acquired 42,000 (14,000 each) shares of Common Stock in
1993 through the exercise of warrants by payment of the purchase price of $3.93
per share with funds borrowed from the National Bank of Commerce, Memphis,
Tennessee.
ITEM 4. PURPOSE OF TRANSACTION.
On April 29, 1996, MARCo Holdings, the Brown Trust, Mr. and Mrs. Brown,
Mr. and Mrs. Staed and the Staed Trust agreed to form a group (the "Shareholder
Group") to consider various options to seek to maximize stockholder value in
the Issuer.
Except as described above, the Shareholder Group does not presently have
any plans or proposals which relate to or would result in any of the
transactions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The members of the Shareholder Group beneficially own the number and
percentage of shares of Common Stock set forth below:
Name Amount of Percentage of
Stock Class(1)
MARCo Holding 186,630(2) 3.3%
Brown Trust 45,818(3) .8%
Charles P. and Anne W. Brown 130,000(4) 2.3%
Thomas W. and Barbara D. Staed 108,000(5) 1.9%
Staed Trust 42,000(6) .7%
TOTAL 512,448(7) 9.1%
(1) Percentage calculations are based on 5,546,522 shares of Common Stock
outstanding as reported in the Issuer's Form 10-K for the fiscal year
ended December 31, 1995.
(2) Includes 84,000 shares that MARCo Holdings has a right to acquire through
the exercise of warrants at $12.85 a share. Mr. Robinson serves as an
officer and director of MARCo, Inc., the sole general partner of MARCo
Holdings, and though these relationships shares voting and dispositive
with MARCo Holdings and MARCo Inc.
(3) The Brown Trust holds these shares in trust for the Brown's children.
The trustee is the niece of Mr. Brown. Mr. and Mrs. Brown disclaim
beneficial ownership of the shares held by the Brown Trust.
(4) Includes 29,000 shares held in street name by Raymond James & Associates,
Inc.
(5) Includes 88,000 shares held in street name by Raymond James & Associates,
Inc.
(6) Includes 14,000 shares held in trust for each of the Staed's three
children. Mr. and Mrs. Staed disclaim beneficial ownership of the shares
held by the Staed Trust.
(7) Includes 84,000 shares that MARCo Holdings has a right to acquire through
the exercise of warrants at $12.85 a share.
(b) The members of the Shareholder Group have the power to vote or direct
the disposition of their shares of Common Stock as set forth in (a) above.
(c) None of the Shareholder Group has acquired shares of Common Stock
during the past sixty (60) days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The members of the Shareholder Group agreed on April 29, 1996 to join
together to consider various options to seek to maximize stockholder value in
the Issuer.
MARCo Holdings' shares of Common Stock are pledged as collateral for a
commercial loan from a commercial banking institution. In the event of a
default pursuant to this loan, the bank would have voting power with respect to
these shares. The loan is not in default.
Mr. Staed has pledged 20,000 shares of Common Stock to the National Bank
of Commerce.
Mr. Robinson acts as Mr. Brown's attorney and his law firm represents one
of the Issuer's outside directors. The trustee of the Brown Trust is Mr.
Brown's niece.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Joint Filing Agreement<PAGE>
SIGNATURES
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.
April 29, 1996
(Date)
MARCO INCORPORATED
BY:/s/ Michael A. Robinson
(Signature)
Michael A. Robinson
Title: Chairman, President and
Chief Executive Officer<PAGE>
SIGNATURES
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.
April 29, 1996
(Date)
MARCO HOLDINGS, L.P.
BY: MARCo Incorporated, General
Partner
BY:/s/ Michael A. Robinson
(Signature)
Michael A. Robinson
Title: Chairman, President and
Chief Executive Officer
<PAGE>
SIGNATURES
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.
May 2, 1996
(Date)
BY:/s/ Michael A. Robinson
(Signature)
Michael A. Robinson, Individually
(Name/Title)
<PAGE>
SIGNATURES
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.
April 29, 1996
(Date)
BY:/s/ Charles P. Brown
(Signature)
Charles P. Brown, Joint Tenant
(Name/Title)
BY:/s/ Anne W. Brown
(Signature)
Anne W. Brown, Joint Tenant
(Name/Title)
<PAGE>
SIGNATURES
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.
April 29, 1996
(Date)
C.P. BROWN FAMILY TRUST
BY:/s/ Kimbrough Brown Mullins
(Signature)
Kimbrough Brown Mullins, Trustee
(Name/Title)
<PAGE>
SIGNATURES
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.
May 2, 1996
(Date)
BY:/s/ Thomas W. Staed
(Signature)
Thomas W. Staed, Joint Tenant
(Name/Title)
BY:/s/ Barbara D. Staed
(Signature)
Barbara D. Staed, Joint Tenant
(Name/Title)
<PAGE>
SIGNATURES
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.
May 2, 1996
(Date)
BLAINE BRANTLEY STAED,
IRREVOCABLE TRUST
BY:/s/ E. William Crotty
(Signature)
E. William Crotty, Trustee
(Name/Title)
LESLIE SHELTON STAED,
IRREVOCABLE TRUST
BY:/s/ E. William Crotty
(Signature)
E. William Crotty, Trustee
(Name/Title)
WHITNEY EGAN STAED,
IRREVOCABLE TRUST
BY:/s/ E. William Crotty
(Signature)
E. William Crotty, Trustee
(Name/Title)
<PAGE>
EXHIBIT INDEX
Description Sequential Page Number
99.1 Joint Filing Agreement
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1)(iii) under the Securities Exchange Act
of 1934, as amended, the persons named below agree to the Joint Filing on
behalf of each of them of a Schedule 13D with respect to the Common Stock of
Midland Financial Group, Inc., a Tennessee corporation, and any further
amendments thereto. This Joint Filing Agreement shall be filed as an Exhibit
to the Statement on Schedule 13D.
Dated April 29, 1996 MARCo Holdings, L.P.
BY: MARCo, Incorporated, General Partner
BY: /s/ Michael A. Robinson
Michael A. Robinson, CEO<PAGE>
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1)(iii) under the Securities Exchange Act
of 1934, as amended, the persons named below agree to the Joint Filing on
behalf of each of them of a Schedule 13D with respect to the Common Stock of
Midland Financial Group, Inc., a Tennessee corporation, and any further
amendments thereto. This Joint Filing Agreement shall be filed as an Exhibit
to the Statement on Schedule 13D.
Dated April 26, 1996 BY: /s/ Charles P. Brown
Charles P. Brown
BY: /s/ Anne W. Brown
Anne W. Brown
<PAGE>
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1)(iii) under the Securities Exchange Act
of 1934, as amended, the persons named below agree to the Joint Filing on
behalf of each of them of a Schedule 13D with respect to the Common Stock of
Midland Financial Group, Inc., a Tennessee corporation, and any further
amendments thereto. This Joint Filing Agreement shall be filed as an Exhibit
to the Statement on Schedule 13D.
Dated April 26, 1996 BY: /s/ Kimbrough B. Mullins
Kimbrough B. Mullins, Trustee
<PAGE>
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1)(iii) under the Securities Exchange Act
of 1934, as amended, the persons named below agree to the Joint Filing on
behalf of each of them of a Schedule 13D with respect to the Common Stock of
Midland Financial Group, Inc., a Tennessee corporation, and any further
amendments thereto. This Joint Filing Agreement shall be filed as an Exhibit
to the Statement on Schedule 13D.
Dated April 30,1996 BY: /s/ Thomas W. Staed
Thomas W. Staed
BY: /s/ Barbara D. Staed
Barbara D. Staed
<PAGE>
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1)(iii) under the Securities Exchange Act
of 1934, as amended, the persons named below agree to the Joint Filing on
behalf of each of them of a Schedule 13D with respect to the Common Stock of
Midland Financial Group, Inc., a Tennessee corporation, and any further
amendments thereto. This Joint Filing Agreement shall be filed as an Exhibit
to the Statement on Schedule 13D.
May 2, 1996
(Date)
BLAINE BRANTLEY STAED,
IRREVOCABLE TRUST
BY:/s/ E. William Crotty
(Signature)
E. William Crotty, Trustee
(Name/Title)
LESLIE SHELTON STAED,
IRREVOCABLE TRUST
BY:/s/ E. William Crotty
(Signature)
E. William Crotty, Trustee
(Name/Title)
WHITNEY EGAN STAED,
IRREVOCABLE TRUST
BY:/s/ E. William Crotty
(Signature)
E. William Crotty, Trustee
(Name/Title)
