UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.1)*
MIDLAND FINANCIAL GROUP
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
59751710
(CUSIP Number)
*The remainder of this cover shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsquenent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FENIMORE ASSET MANAGEMENT, INC.
14-1564237
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
Joint filing pursuant to Rule 13d-1 (f) (1) See Item 2 (b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
INCORPORATED IN NEW YORK STATE
NUMBER OF 5. SOLE VOTING POWER -
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 57,000
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER -
REPORTING PERSON
WITH 8. SHARED DISPOSITIVE POWER 57,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.03%
12. TYPE OF REPORTING PERSON*
INVESTMENT ADVISOR
<PAGE>
Cusip No. 59751710 13G Page 2 of 3 Pages
Schedule 13G Additional Information
Item #
1. (a) Name of Issuer:
MIDLAND FINANCIAL GROUP
(b) Address of Issuer's Principal Executive Offices:
825 Crossover Lane, Suite 112
Memphis, Tennessee 38117
2. (a) Name of Person Filing:
FENIMORE ASSET MANAGEMENT, INC.
(b) Address of Principal Business Office for Each of the Above:
118 N. Grand Street, Box 310
Cobleskill, NY 12043
(c) Citizenship:
INCORPORATED IN THE STATE OF NEW YORK
(d) Title of Class of Securities:
COMMON STOCK
(e) CUSIP Number:
59751710
3. This statement is filed pursuant to Rule 13d-1(b), or 13d-2(b). The
person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the Investment
Company Act
(e) [x] Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provsions of the Employee Retirement Income Security Act of 1974 or
Endowment Fund
(g) [ ] Parent Holding Company, in accordance with 240.13d-1(b)(ii)(G)
(Note: See Item 7)
(h) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(H)
4. Ownership:
(a) Amount Beneficially Owned: 57,000
(b) Percent of Class: 1.03%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote -
(ii) shared power to vote or to direct the vote 57,000
(iii) sole power to dispose or to direct the disposition of -
(iv) shared power to dispose or to direct the disposition of 57,000
5. Ownership of Five Percent or Less of a Class:
N/A
<PAGE>
CUSIP NO. 59751710 13G Page 3 of 3 Pages
Schedule 13G Additional Information (continued)
Item #
6. Ownership of More than Five Percent on Behalf of Another Person:
N/A
7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:
N/A
8. Identification and Classification of Members of the Group:
N/A
9. Notice of Dissolution of Group:
N/A
10. Certification:
By signing below, the undersigned certify that, to the best of their
knowledge and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purpose or effect.
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.
Date: JANUARY 22, 1997
Signature: By /s/ Joseph A. Bucci
JOSEPH A. BUCCI
COMPLIANCE OFFICER
FENIMORE ASSET MANAGEMENT, INC.
