As filed with the Securities and Exchange Commission on November 22, 2002.
Registration No. 333-______________
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UNITED STATES 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 COMPANY 2002 EMPLOYEE INCENTIVE STOCK PLAN
THE MIDLAND COMPANY 2002 RESTRICTED STOCK
AND 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
___________________
Title of Amount Proposed Proposed Amount of
Securities To Be Maximum Maximum Registration
To Be Registered Registered(1) Offering Aggregate Fee(3)
Price Offering Price(2)
Per Share(2)
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Common Stock, 2,300,000 Shares $17.68 $40,664,000 $3,742
No par value
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(1) This Registration Statement is filed for up to 2,000,000 shares issuable
pursuant to The Midland Company 2002 Employee Incentive Stock Plan and
300,000 shares issuable pursuant to The Midland Company 2002 Restricted
Stock and Stock Option Plan for Non-Employee Directors.
(2) Estimated solely for purposes of calculating the registration fee.
(3) Calculated pursuant to Rule 457(h) based on the average of the high and
low prices of the Common Stock on the Nasdaq Stock Market on November 15,
2002 at $17.68 per share.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by The Midland Company with the
Securities and Exchange Commission are incorporated herein by reference and made
a part hereof:
1. Midland's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001, Forms 10-Q for the quarters ended March 31,
2002, June 30, 2002 and September 30, 2002 and Form 8-K filed
on July 19, 2002.
2. The description of Midland's common stock contained in its
Registration Statement on Form 8-C, filed on June 16, 1969.
All reports and other documents subsequently filed by Midland 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
Common Stock offered has been sold or which deregisters all Common Stock 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
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Ohio Revised Code, Section 1701.13(E), 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 judgment 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
deemed otherwise by the court. Indemnification is to be made by a majority vote
of a quorum of disinterested directors or the written opinion of independent
counsel or by the shareholders or by the court. Midland's Code of Regulations
provides that Midland shall indemnify its directors and officers to the fullest
extent not prohibited by law. Additionally, Midland maintains director and
officer liability insurance which provides coverage against certain liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8. EXHIBITS*
Exhibit 4.1 The Midland Company 2002 Employee Incentive Stock Plan
(incorporated by reference to Midland's proxy materials
filed with the Securities and Exchange Commission on March
12, 2002).
Exhibit 4.2 The Midland Company 2002 Restricted Stock and Stock Option
Plan for Non-Employee Directors (incorporated by reference
to Midland's proxy materials filed with the Securities and
Exchange Commission on March 12, 2002).
Exhibit 5 Opinion of Keating, Muething & Klekamp, P.L.L.
Exhibit 15 Letter re: Unaudited Interim Financial Information
Exhibit 23.1 Consent of Deloitte & Touche LLP.
Exhibit 23.2 Consent of Keating, Muething & Klekamp, P.L.L. (contained
in Exhibit 5)
Exhibit 24 Power of Attorney (contained in the signature page)
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* All exhibits are filed herewith unless otherwise indicated.
ITEM 9. UNDERTAKINGS
9.1 The undersigned registrant hereby undertakes to file during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement: (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of this 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
this 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;
(iii) to include any material information with respect to the plan of
distribution in the Registration Statement; provided, however, that (i) and (ii)
above 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.
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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) of Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
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SIGNATURES
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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 Cincinnati, Ohio, on November 22, 2002.
THE MIDLAND COMPANY
By: /s/ John I. Von Lehman
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John I. Von Lehman
Executive Vice President, Chief
Financial Officer and Secretary
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 whose signature appears below
marked with an asterisk hereby authorizes Joseph P. Hayden, III or John I. Von
Lehman as attorney-in-fact to sign on his or her behalf individually and in each
capacity indicated below, any amendments, including post-effective amendments,
to this Registration Statement.
Signature Date
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/s/ James E. Bushman November 22, 2002
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James E. Bushman
/s/ James H. Carey November 22, 2002
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James H. Carey
/s/ Michael J. Conaton November 22, 2002
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Michael J. Conaton
/s/ Jerry A. Grundhofer November 22, 2002
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Jerry A. Grundhofer
/s/ Joseph P. Hayden, Jr. November 22, 2002
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Joseph P. Hayden, Jr.
/s/ Joseph P. Hayden III November 22, 2002
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Joseph P. Hayden III
/s/ John W. Hayden November 22, 2002
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John W. Hayden
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Signature Date
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/s/ Robert W. Hayden November 22, 2002
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Robert W. Hayden
/s/ William T. Hayden November 22, 2002
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William T. Hayden
/s/ William J. Keating, Jr. November 22, 2002
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William J. Keating. Jr.
/s/ John R. LaBar November 22, 2002
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John R. LaBar
/s/ Richard M. Norman November 22, 2002
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Richard M. Norman
/s/ David B. O'Maley November 22, 2002
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David B. O'Maley
/s/ John M. O'Mara November 22, 2002
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John M. O'Mara
/s/ Glenn E. Schembechler November 22, 2002
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Glenn E. Schembechler
/s/ Marie Francis Thrailkill November 22, 2002
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Marie Francis Thrailkill, OSU Ed.D.
/s/ John I. Von Lehman November 22, 2002
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John I. Von Lehman
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