REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
As filed with the Securities and Exchange Commission on April 3, 2008
 Registration No. 333-40560
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


POST-EFFECTIVE AMENDMENT NO. 1 TO
 
FORM S-8
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
THE MIDLAND COMPANY
(Exact name of Registrant as Specified in its Charter)
 
Ohio
(State Or Other Jurisdiction Of Incorporation Or Organization)
 
31-0742526
(IRS Employer
Identification Number)
 
7000 Midland Boulevard
Amelia, Ohio 45102-2607
(513) 943-7100
(Address, including zip code, and telephone number, including
area code, of Registrant’s principal executive offices)
 

 
The Midland Guardian Co. Salaried Employees 401(K) Savings Plan
The Midland Company 2000 Associate Discount Stock Purchase Plan
The Midland Company Stock Option Plan For Non-Employee Directors
(Full Title of the Plan)
                             
 
Joseph P. Hayden, III
The Midland Company
7000 Midland Boulevard
Amelia, Ohio 45102-2607
Telephone:  (513) 943-7100
Facsimile:  (513)  943-7111
(Name, Address and Telephone Number of Agent for Service)
 
Copies of all communications to:
 
F. Mark Reuter, Esq
Keating Muething & Klekamp PLL
One East Fourth Street, Suite 1400
Cincinnati, Ohio  45202
Telephone:  (513) 579-6469
Facsimile:  (513) 579-6457
 

 
 
 

DEREGISTRATION OF SECURITIES

On April 3, 2008, pursuant to the Agreement and Plan of Merger dated as of October 16, 2007, by and among Munich-American Holding Corporation, a Delaware corporation (“Parent”), Monument Corporation, An Ohio corporation and an 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 an indirect wholly owned subsidiary of Parent (the “Merger”) and all outstanding shares of common stock, no par value per share (“Common Stock”), being converted into the right to receive $65.00 per share in cash. As a result, the Company has terminated all offerings of its Common Stock pursuant to its existing registration statements, including the Company’s Registration Statement on Form S-8 (File No. 333-40560) (the “Registration Statement”). In accordance with an undertaking made by the Company in its Registration Statement to remove from registration, by means of a post-effective amendment, any shares of the Company’s Common Stock which remain unsold at the termination of the offering, the Company hereby removes from registration all shares of its Common Stock under the Registration Statement which remained unsold as of the effective time of the Merger.
 

 
 
 

SIGNATURES
 
The Registrant.   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 the City of Cincinnati, State of Ohio, on April 3, 2008 .
 
 
THE MIDLAND COMPANY
 
 
       
 
By:
/s/ John W. Hayden  
    John W. Hayden,  
    President & Chief Executive Officer  
       
 
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
Title
Date
*                                                   
James E. Bushman
Director
April 3, 2008
*                                                   
James H. Carey
Director
April 3, 2008
*                                                   
Michael J. Conaton
Director
April 3, 2008
*                                                   
Jerry A. Grundhofer
Director
April 3, 2008
 
*                                                   
Joseph P. Hayden, Jr.
Director
April 3, 2008
*/s/Joseph P. Hayden, III              
Joseph P. Hayden, III
Chairman of the Board, Chief Operating Officer and Director
April 3, 2008
*                                                   
John W. Hayden
President, Chief Executive Officer and Director
(Principal Executive Officer)
April 3, 2008
*                                                    
William T. Hayden
Director
April 3, 2008
*                                                   
William J. Keating
Director
April 3, 2008
*                                                   
John R. LaBar
Director
April 3, 2008
*                                                   
Richard M. Norman
Director
April 3, 2008
*                                                   
David B. O’Maley
Director
April 3, 2008
*                                                   
John M. O’Mara
Director
April 3, 2008
*                                                   
Rene J. Robichaud
Director
April 3, 2008
*                                                   
Marie Francis Thrailkill, 
OSU Ed.D.
Director
April 3, 2008
*                                                   
John I. Von Lehman
Director
April 3, 2008
/s/W. Todd Gray            
W. Todd Gray
Chief Financial and Accounting Officer and Secretary (Principal Financial Officer and Principal Accounting Officer)
April 3, 2008
 
*By Joseph P. Hayden III as Attorney-in-Fact
 

 

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