-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NPNWEd/7tDf290BXVRQrTT1FpUw4x5YmI0q/7Mjm2YQMJ1EVR6ptzAfovYvKF45k 3k7wP4RP7va20XaRGE7xBw== 0000892251-05-000580.txt : 20050728 0000892251-05-000580.hdr.sgml : 20050728 20050728165553 ACCESSION NUMBER: 0000892251-05-000580 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050728 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050728 DATE AS OF CHANGE: 20050728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDLAND CO CENTRAL INDEX KEY: 0000066025 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 310742526 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06026 FILM NUMBER: 05981809 BUSINESS ADDRESS: STREET 1: 7000 MIDLAND BLVD STREET 2: N/A CITY: AMELIA STATE: OH ZIP: 45102-2607 BUSINESS PHONE: 5139437100 MAIL ADDRESS: STREET 1: N/A STREET 2: P O BOX 1256 CITY: CINCINNATI STATE: OH ZIP: 45201 8-K 1 form8k072805.htm FORM 8-K - 7/28/05 Form 8-K - 7/28/05

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):     July 28, 2005



                                        THE MIDLAND COMPANY                           
(Exact name of registrant as specified in its charter)


                      Ohio                                          1-6026                              31-0742526        
(State or other jurisdiction
     of incorporation)
(Commission File Number)  (IRS Employer
Identification No.)


7000 Midland Boulevard, Amelia, Ohio 45102-2607
(Address of principal executive offices) (Zip Code)


(513) 943-7100
Registrant's telephone number, including area code


                                                      Not Applicable                                                       
(Former name or former address, if changed since last report.)

        Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

  [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.02.     Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

                   (a)   Not applicable.

                   (b)   Not applicable.

                   (c)   Not applicable.

                    (d)   On and effective as of July 28, 2005, the Board of Directors of the Company at a regular Board meeting increased the size of its Board of Directors to seventeen and elected René J. Robichaud to fill the one resulting, newly created directorship. Mr. Robichaud has been chief executive officer of NS Group, Inc. since February 2000 and a director of that company since 1999. Mr. Robichaud will serve as a Class I director and his term will expire at the 2008 annual meeting of shareholders of the Company.

                    A copy of the press release issued by the Company describing the appointment is furnished herewith as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

        (c)   Exhibits.

  Exhibit No.
Description
 
  99.1                       Press Release dated July 28, 2005  

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 hereunto duly authorized.





Date:  July 28, 2005
THE MIDLAND COMPANY


BY: /s/John I. VonLehman
      ——————————————
      John I. VonLehman
      Executive Vice President,
      Chief Financial Officer
      and Secretary

EX-99 2 ex991072805.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1

THE MIDLAND COMPANY
7000 MIDLAND BOULEVARD
AMELIA, OHIO 45102-2607
(513) 943-7100

MAILING ADDRESS
P.O. BOX 1256
CINCINNATI, OHIO 45201

For Immediate Release July 28, 2005

Contact:     John I. Von Lehman
                  Executive Vice President and CFO
                  (513) 943-7100

The Midland Company Elects New Board Member

>>Declares Regular Quarterly Dividend

Cincinnati, Ohio, July 28, 2005The Midland Company (Nasdaq:MLAN), a highly focused provider of specialty insurance products and services, today announced that its Board of Directors has elected René J. Robichaud, President and Chief Executive Officer of NS Group, Inc. to the Company’s Board. The appointment brings the number of Midland directors to 17.

“René is a fine addition to our Board,” said Joseph P. Hayden III, Chairman and Chief Operating Officer. “His decades of experience in both industry and investment banking complement the expertise of our other Directors, and no doubt, will add great value to our Company and our shareholders.”

Mr. Robichaud joined NS Group, Inc. in June, 1999 as the company’s President and Chief Operating Officer. In February, 2000 he was promoted to President and Chief Executive Officer. Prior to joining NS Group, Inc., Mr. Robichaud spent over 14 years in investment banking. He has held the positions of Managing Director with Salomon Smith Barney and Principal with Morgan Stanley & Co. He received his BBA from the University of Ottawa, magna cum laude, and his MBA from Harvard University. Mr. Robichaud serves on the Board of the Petroleum Equipment Suppliers Association.

In a separate action, the Board of Directors declared a regular quarterly dividend of 5.625 cents per share, maintaining the annual dividend at 22.5 cents per share. The quarterly dividend is payable October 4, 2005 to shareholders of record on September 21, 2005. The Midland Company presently has 18,908,000 shares outstanding.

About the Company

Midland, which is headquartered in Cincinnati, Ohio, is a provider of specialty insurance products and services through its wholly owned subsidiary, American Modern Insurance Group, which accounts for approximately 95 percent of Midland’s consolidated revenue. American Modern specializes in writing physical damage insurance and related coverages on manufactured housing and has expanded to other specialty insurance products including coverage for site-built homes, motorcycles, watercraft, snowmobiles, recreational vehicles, physical damage on long-haul trucks, extended service contracts, excess and surplus lines coverages, credit life and related products as well as collateral protection and mortgage fire products sold to financial institutions and their customers. Midland also owns a niche transportation business, M/G Transport Group, which operates a fleet of dry cargo barges for the movement of dry bulk commodities on the inland waterways. Midland’s common stock is traded on the Nasdaq National Market under the symbol MLAN. Additional information on the company can be found on the Internet at www.midlandcompany.com.

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