John W. Hayden Schedule 13G No. 3
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. 3)*
THE MIDLAND COMPANY
|
| (Name of Issuer)
|
Common Stock
|
|
(Title of Class of Securities)
|
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page
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 subsequent 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).
(Continued
on following page(s))
CUSIP NO. 597486109 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Hayden
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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5 SOLE VOTING POWER
616,026.8
------------ -----------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 583,327.3
OWNED ------------ -----------------------------------------------------
BY EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 616,026.8
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8 SHARED DISPOSITIVE POWER
583,327.3
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,199,354.1
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.4%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
| Item 1(a) |
Name of Issuer:
The Midland Company |
| Item 1(b) |
Address of Issuer's Principal Executive Office:
7000 Midland Boulevard
Amelia, Ohio 45102-2607 |
| Item 2(a) |
Name of Person Filing: John W. Hayden |
| Item 2(b) |
Address of Principal Business Office:
7000 Midland Boulevard
Amelia, Ohio 45102-2607 |
| Item 2(c) |
Citizenship: U.S.A. |
| Item 2(d) |
Title of Class of Securities: Common Stock, No Par Value |
| Item 2(e) |
CUSIP Number: 597486109 |
| Item 3 |
If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the Person Filing is a: N/A |
| |
(a) See Item 9 of cover page.
(b) See Item 11 of cover page.
(c) See Items 5-8 of cover page. |
| |
Items
5, 7 and 9 include 9,896 shares held by Mr. Hayden’s spouse, 207,845 shares held by a
limited liability company controlled by Mr. Hayden, 4,200 shares held in trust for Mr.
Hayden’s children over which Mr. Hayden’s wife has sole voting and investment
power and 59,623.75 shares that may be acquired through the exercise of options within 60
days. Items 6, 8 and 9 include 583,327.3 shares
held by Mr. Hayden as Co-Trustee for various trusts over which Mr. Hayden has shared
voting and investment power.
According
to its Form 10-Q filed with the SEC on November 4, 2004, as of November 2, 2004, Midland
had 18,784,773 shares of its Common Stock outstanding. Accordingly, Mr. Hayden is deemed
to beneficially own 6.4% of the outstanding Common Stock of Midland.
|
| Item 5 |
Ownership of 5% or Less of Class: N/A |
| Item 6 |
Ownership of More Than 5% on Behalf of Another Person: N/A |
| Item 7 |
Identification and Classification of the Subsidiary which Acquired the
Security being Reported on by the Parent Holding Company: N/A |
| Item 8 |
Identification and Classification of Members of the Group: N/A |
| Item 9 |
Notice of Dissolution of Group: N/A |
| Item 10 |
Certification: N/A |
SIGNATURE
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: February 4, 2005 |
|
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John W. Hayden |