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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
CURRENT REPORT
Pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: NOVEMBER 6, 1996
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MIDLAND FINANCIAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
TENNESSEE 0-20754 62-1104818
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(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
825 CROSSOVER LANE, SUITE 112, MEMPHIS, TENNESSEE 38117
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(Address of Principal executive offices) (Zip Code)
Registrant's telephone number, including area code (901) 680-9100
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS.
On November 6, 1996, Midland Financial Group, Inc. issued the press
release attached hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
The following exhibit is filed as a part of this report.
99. Press Release dated November 6, 1996
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MIDLAND FINANCIAL GROUP, INC.
November 6, 1996 By: /s/ Elena Barham
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Elena Barham
Chief Financial Officer
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Exhibit 99
MIDLAND AGREES TO BE ACQUIRED BY PROGRESSIVE CORPORATION
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ANNOUNCES PRELIMINARY THIRD QUARTER RESULTS AND TERMINATION
OF AGREEMENT IN PRINCIPLE WITH AMERICAN FINANCIAL GROUP
MEMPHIS, Tennessee (November 6, 1996) - Midland Financial Group, Inc.
(Nasdaq/NM-MDLD) today announced that it has signed a definitive agreement to
be acquired by Progressive Corporation (NYSE-PGR). Under the agreement,
Progressive will acquire all of the Company's outstanding stock, or
approximately 5.5 million shares, at a price of $9.00 per share in cash. The
transaction is expected to be completed during the first quarter, subject to
regulatory approval and other customary conditions. Midland Financial Group
will retain its identity and expects to operate as a separate business unit.
"We are pleased to announce this agreement with Progressive, the second
largest non-standard insurer in the country," commented Midland's Chairman and
Chief Executive Officer Joseph W. McLeary. "After careful consideration, the
Company's Board of Directors believes this transaction is the best means to
maximize Midland's value for the benefit of its stockholders."
Separately, Midland said that it expects to report a net loss of between
$3 million and $4 million in the third quarter ended September 30, 1996, or the
equivalent of a loss of approximately $.50 to $.70 per share. In the
year-earlier period, Midland reported a net loss of $5.7 million or $1.05 per
share.
The Company said its anticipated loss will result from a pre-tax charge in
the quarter of approximately $4.5 million to $6.0 million relating primarily to
an increase in the Company's loss reserves for certain discontinued commercial
programs. In addition, Midland will write-off approximately $1.5 million of
deferred policy acquisition costs. Over the past year, Midland has worked to
eliminate the commercial programs. Midland recently signed a new reinsurance
agreement which cedes to a major reinsurer all of the Company's commercial
risks as of July 1, 1996. These efforts have resulted in lower premium volume
in 1996, a trend that is expected to continue in 1997 as the Company continues
to focus on historically profitable business.
Also, as expected, Midland's anticipated third quarter results will
include several unusual and non-recurring items. The cancellation of the
Company's merger transaction with Danielson Holding Corporation in July 1996
resulted in the write-off of approximately $2.4 million of merger-related
expenses. These costs were partially offset by the receipt of key-man life
insurance totaling $1.1 million relating to the death of Charles H. (Hank) Gray
III, who was killed in the crash of TWA Flight 800. The net charge from these
items, which
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is reflected in the Company's preliminary earnings estimate for the quarter,
totaled approximately $1.3 million before giving effect to income taxes.
Midland will report its full results for the third quarter and nine-month
period ended September 30, 1996, prior to November 15, 1996.
The Company also announced that Midland and American Financial Group, Inc.
(NYSE-AFG) have terminated a previously announced agreement in principle
relating to a new $20 million term loan from Cincinnati, Ohio-based American
Financial.
Midland Financial Group currently underwrites and markets non-standard
private passenger automobile insurance. The Company markets its products
through approximately 8,500 independent agents across 20 states, primarily in
the southern and western United States.
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