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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d.(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 2.01. Completion
of Acquisition or Disposition of Assets.
On April
3, 2008, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”),
dated as of October 16, 2007, by and among Munich - American Holding
Corporation, a Delaware corporation (“Parent”), Monument Corporation, an Ohio
corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and
The Midland Company, an Ohio corporation (the “Company”), Merger Sub merged with
and into the Company, with the Company continuing as the surviving corporation
and becoming a direct wholly owned subsidiary (the “Surviving Corporation”) of
Parent (the “Merger”). Pursuant to the laws of the State of Ohio and
the Company's articles of incorporation, the Merger Agreement was adopted by the
affirmative vote
of
holders of a majority of the
outstanding shares of the Company’s common stock entitled to vote at a special
meeting of the Company’s shareholders held on March 24, 2008.
Prior
to the closing of the Merger, Midland completed the previosuly announced sale of
all of the shares of capital stock of M/G Transport Services, Inc. and MGT
Services, Inc. to an affiliate of Brooklyn NY Holdings, LLC.
The
foregoing description of the Merger Agreement and the Merger is not complete and
is qualified in its entirety by reference to the Merger Agreement, a copy of
which was attached as Exhibit 2.1 to the Company’s Current Report on Form
8-K filed with the Securities and Exchange Commission (the “Commission”) dated
October 16, 2007, and is incorporated herein by reference.
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Item 3.01.
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
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In
connection with the closing of the Merger, the Company has notified the Nasdaq
Global Select Market (the “Nasdaq”) on April 3, 2008 that each outstanding Share
was converted in the Merger into the right to receive $65.00 in cash, without
interest, and requested that the Nasdaq file a Form 25 with the Commission
to strike the Company's common stock, no par value (the "Shares") from listing
and registration thereon. In addition, the Company will be filing with the
Commission a Form 15 to deregister the Shares under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to suspend
the reporting obligations of the Company under Sections 13 and 15(d) of the
Exchange Act.
Item 3.03. Material
Modification to Rights of Security Holders.
Pursuant
to the Merger Agreement and in connection with the consummation of the Merger,
each outstanding Share was converted in the Merger into the right to receive
$65.00 in cash, without interest. See the disclosure regarding the Merger and
the Merger Agreement under Item 2.01 hereof for additional
information.
Item 5.01. Change in Control of
Registrant.
As a
result of the Merger, the Company became a direct wholly owned subsidiary of
Parent. See the disclosure regarding the Merger and the Merger Agreement under
Item 2.01 hereof for additional information.
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Item 5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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As
contemplated by the Merger Agreement, all of the Company's members of the Board
of Directors are being replaced.
Item
5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
Pursuant
to the Merger Agreement, at the effective time of the Merger (the "Effective
Time"), the Company's articles of incorporation were amended and restated in
their entirety as provided in the Merger Agreement (the "Amended and Restated
Articles") to be identical to the articles of incorporation of Merger Sub except
with respect to the name of the Surviving Corporation. Pursuant to the Merger
Agreement, at the Effective Time, the Company's code of regulations was amended
and restated in its entirety as provided in the Merger Agreement (the "Amended
and Restated Regulations") to be identical to the code of regulations of Merger
Sub. A copy of the Amended and Restated Articles and the Amended and Restated
Regulations are attached hereto as Exhibits 3.1 and 3.2, respectively, and are
incorporated herein by reference.
Item
8.01 Other Events.
On April
3, 2008 the Company issued a press release announcing the completion of the
Merger. The press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item
9.01 Financial Statements and
Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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2.1
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Agreement
and Plan of Merger, dated as of October 16, 2007, among the Company,
Parent and Merger Sub* (previously filed as Exhibit 2.1 to the Company’s
Current Report on Form 8-K dated October 16, 2007 and incorporated herein
by reference)
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3.1
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Amended
and Restated Articles of the Company
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3.2
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Amended
and Restated Regulations of the Company
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99.1
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Press
Release dated April 3, 2008
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*
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Schedules
and exhibits omitted pursuant to Item 601(b)(2) of Regulation
S-K. Midland agrees to furnish supplementally a copy of any
omitted schedule or exhibit to the SEC upon
request.
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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.
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THE MIDLAND
COMPANY
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Date:
April 3, 2008
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By:
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/s/ W.
Todd Gray
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W.
Todd Gray
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Executive
Vice President and
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Chief
Financial Officer
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