-----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, LDPvk6hD0foVMngafgV6zNiqoGy6RWA2tXbhdg4W14NxmUl2rc01CamG3CHw3fEu w7aCJVMe0JXJXNh2RO9Tbw== 0000066025-95-000012.txt : 19951222 0000066025-95-000012.hdr.sgml : 19951222 ACCESSION NUMBER: 0000066025-95-000012 CONFORMED SUBMISSION TYPE: S-3D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19951207 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDLAND CO CENTRAL INDEX KEY: 0000066025 STANDARD INDUSTRIAL CLASSIFICATION: 6331 IRS NUMBER: 310742526 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3D SEC ACT: 1933 Act SEC FILE NUMBER: 033-64821 FILM NUMBER: 95600062 BUSINESS ADDRESS: STREET 1: 537 E PETE ROSE WAY CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137213777 MAIL ADDRESS: STREET 1: 537 E PETE ROSE WAY CITY: CINCINNATI STATE: OH ZIP: 45202 S-3 1 As filed with the Securities and Exchange Commission on December 7, 1995 Registration No. ________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 THE MIDLAND COMPANY (Exact name of issuer as specified in its charter) Ohio 31-0742526 (State of (IRS Employer incorporation) Identification No.) 7000 Midland Boulevard Amelia, Ohio 45102-2607 (Address of Principal Executive Office) THE MIDLAND COMPANY DIVIDEND REINVESTMENT PLAN (Full title of the Plan) William McD. Kite Cohen, Todd, Kite & Stanford 525 Vine Street, 16th Floor Cincinnati, Ohio 45202 (513) 421-4020 (Name, address and telephone number of agent for service of process) Approximate date of commencement of proposed sale: As soon as practicable after the effective date of this Registration Statement. CALCULATION OF REGISTRATION FEE - - ------------------------------------------------------------------------------- Proposed Proposed Title of Maximum Maximum Securities Offering Aggregate Amount of to be Amount to be Price Offering Registration Registered Registered Per Share Price Fee - - ------------------------------------------------------------------------------- Common Stock 100,000 49.4375 (a) 4,943,750.00 (a) $1,704.74 without par value - - ------------------------------------------------------------------------------- (a) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, based on the average high and low prices of The Midland Company Common Stock as reported on the American Stock Exchange as of a specified date within five days prior to the date of filing the Registration Statement. 1 CROSS-REFERENCE SHEET Part I - Information Required in Prospectus Page in Prospectus Item 1. Outside Front Cover Page of Prospectus 1 Item 2. Inside Front and Back Cover Pages of Prospectus 2, 5 Item 3. Risk Factors 4 Item 4. Use of Proceeds 4 Item 5. Determination of Offering Price N/A Item 6. Dilution N/A Item 7. Selling Security Holders N/A Item 8. Plan of Distribution 4 Item 9. Description of Securities to be Registered N/A Item 10. Interests of Named Experts and Counsel 5 Item 11. Material Changes 5 Item 12. Incorporation of Certain Information by Reference 5, 6 Item 13. Disclosure of Commission Position on Indemnification for Securities Act Liabilities 6 Part II - Information Not Required in Prospectus PAGE IN REGISTRATION STATEMENT Item 14. Other Expenses of Issuance and Distribution 3 Item 15. Indemnification of Directors and Officers 3, 4 Item 16. Exhibits 4 Item 17. Undertakings 4, 5 2 ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION Legal Fees $10,000.00 Registration Fees 1,704.74 -------------------------------------------------- Total $11,704.74 ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Article VII of the Company's Code of Regulations requires the Company to indemnify all its directors and officers to the full extent permitted by Ohio law. Under Ohio law, a director or officer may be indemnified for costs and expenses as they are incurred unless it is proven by clear and convincing evidence that such director or officer has not acted in good faith or in a manner he reasonably believes to be in or not opposed to the best interests of the Company or with the care that any ordinary prudent person in a like position would use under similar circumstances. Any indemnification received in advance as expenses are incurred will have to be paid back only in the event of deliberate acts or reckless disregard. The Company carries directors' and officers' liability insurance in the amount of $10,000,000 through Great American Insurance Company. ITEM 16. EXHIBITS a. Specimen Certificate of Common Stock. b. Articles of Incorporation (incorporated by reference). c. Consent of Deloitte & Touche LLP. d. Consent of Counsel. e. Opinion of Counsel. f. The Midland Company Dividend Reinvestment Plan. g. Article VII of Code of Regulations pertaining to indemnification see b above (incorporated by reference). h. Letter of Deloitte & Touche LLP regarding unaudited financial information. ITEM 17. UNDERTAKINGS (a) Rule 415 offering. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: 3 (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 the 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 the registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that subparagraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed 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. (2) 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. (3) 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. (b) Filings incorporating subsequent Exchange Act documents by reference. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this 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. The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by 4 Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Clermont, State of Ohio, on the 7th day of December, 1995. THE MIDLAND COMPANY By:s/J. P. Hayden, Jr. J.P. Hayden, Jr., Chairman of the Board and Chief Executive Officer 5 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. Signature Capacity Date s/J. P. Hayden, Jr. Chairman of the Board December 7, 1995 J.P. Hayden, Jr. and Chief Executive Officer (principal executive officer) and Director s/John I. Von Lehman Vice-President, December 7, 1995 John I. Von Lehman Treasurer and Chief Financial Officer (principal financial and accounting officer) and Director s/Michael J. Conaton Director December 7, 1995 Michael J. Conaton s/John R. Labar Director December 7, 1995 John R. LaBar s/Robert W. Hayden Director December 7, 1995 Robert W. Hayden s/J. P. Hayden, III Director December 7, 1995 J.P. Hayden, III s/John W. Hayden Director December 7, 1995 John W. Hayden s/William McD. Kite Director December 7, 1995 William McD. Kite s/William F. Plettner Director December 7, 1995 William F. Plettner s/William T. Hayden Director December 7, 1995 William T. Hayden 6 EXHIBIT INDEX Exhibit No. Description - - ----------- ----------- 4 Specimen Certificate of Common Stock 23 Consent of Deloitte & Touche LLP 23 Consent of Cohen, Todd, Kite & Stanford 5 Opinion of Cohen, Todd, Kite & Stanford 15 Letter of Deloitte & Touche LLP regarding unaudited financial information 99 The Midland Company Dividend Reinvestment Plan 7 PROSPECTUS THE MIDLAND COMPANY DIVIDEND REINVESTMENT PLAN 100,000 Shares of Common Stock, without par value - - - - - - - - - - - Offered as set forth herein to shareholders of The Midland Company pursuant to The Midland Company Dividend Reinvestment Plan This Prospectus relates to shares of Common Stock, without par value (the "Stock"), of The Midland Company (the "Company"), an Ohio corporation, which may be offered for sale to shareholders of the Company (the "Shareholders") under The Midland Company Dividend Reinvestment Plan (the "Plan"). The price for the shares covered by this Prospectus is specified in the Plan which governs the issuance of such shares. SEE "RISK FACTORS" ON PAGE 4. The stock of the Company is listed on the American Stock Exchange. "Affiliates" of the Company (as defined in Rule 144 under the Securities Act of 1933, as amended) may resell Stock by Reoffer Prospectus or in accordance with the Requirements of Rule 144. In addition, Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") effectively imposes certain restrictions on purchases and sales or sales and purchases within any six-month period by any officer, director or owner of 10% or more of any class of equity securities of the Company. The rules concerning Section 16 are complicated, and any person subject to Section 16 should obtain legal advice before selling any Stock acquired pursuant to the Plans. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Price to public Underwriting Proceeds to issuer discounts and or other persons commissions - - ------------------------------------------------------------------------------- per unit $49.4375 0 $49.4375 Total $4,943,750.00 0 $4,943,750.00 (estimated) (estimated) The purchase price fluctuates with the market price on the American Stock Exchange which was $49.4375 per share on December 4, 1995. Other expenses of issuance and distribution: $11,704.74. The date of this Prospectus is December 7, 1995. 1 No person has been authorized to give any information or to make any representations other than those contained in this Prospectus in connection with the Plan, and, if given or made, such information or representations must not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer within any state to any person to whom such offer would be unlawful. Neither delivery of this Prospectus nor any sale made hereunder shall under any circumstances create any implication that information contained herein is correct as of any time subsequent to the date hereof. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Exchange Act and in accordance therewith files, and will continue to file, reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices at 26 Federal Plaza, New York, New York 10007 and the Everett McKinley Dirksen Building, 219 South Dearborn Street, Chicago, Illinois 60604. Copies of such materials can be obtained in person at or by writing to the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and paying the prescribed rates therefor. Since the stock is listed on the American Stock Exchange, reports, proxy statements and other information concerning the Company may also be inspected at the American Stock Exchange, 86 Trinity Place, New York, New York 10006. The Company will provide without charge to each person to whom a copy of this Prospectus has been delivered, upon written or oral request, a copy of any or all of the documents that have been or may be incorporated by reference in this Prospectus and the Registration Statement relating thereto other than exhibits to such documents (unless specifically incorporated by reference in the information incorporated herein by reference). Requests should be directed to the Company at its principal office: The Midland Company, 7000 Midland Boulevard, Amelia, Ohio 45102-2607, Attn: John R. Labar, Secretary (Telephone: (513) 943-7100). 2 TABLE OF CONTENTS OF PROSPECTUS HEADING PAGE Introductory Statement 4 General Information 4 Risk Factors 4 Use of Proceeds 4 Plan of Distribution 4 Interests of Named Experts and Counsel 5 Material Changes 5 Information Incorporated by Reference 5 Indemnification for Securities Act Liabilities 6 Summary of the Plan 6 Federal Income Tax Consequences 7 3 INTRODUCTORY STATEMENT This Prospectus covers stock issuable pursuant to the Plan. As set forth in greater detail herein, Shareholders of the Company are eligible to participate in the Plan. When this Prospectus is delivered, care should be taken that the recipient reviews the appropriate sections of this Prospectus. Statements contained in this Prospectus as to the provisions of the Plan are not complete and reference is made to the text of the Plan which is on file at the offices of the Company and available there for examination, and each statement in this Prospectus is hereby qualified in all respects by such reference. Participation in the Plan is entirely voluntary, and the Company makes no recommendation regarding participation. GENERAL INFORMATION The Company is engaged primarily in the insurance, river transportation and sportswear industries. The Company's executive offices are located at 7000 Midland Boulevard, Amelia, Ohio 45102-2607. The Company's telephone number at such office is (513) 943-7100. The Plan was created and adopted by resolution of the Board of Directors of the Company (the "Board") on December 7, 1995. RISK FACTORS The offering contains the same risk factors ordinarily associated with the purchase of the Company's Common Stock: bad weather may cause losses in the Company's insurance operations; common stock is last in priority in liquidation (behind creditors, debt holders and preferred stockholders); the market for the Shares is thin and it could be difficult for a shareholder to sell all of his shares immediately. USE OF PROCEEDS The proceeds from the sale of stock will be used as general operating funds of the Company. These proceeds represent funds which would otherwise have been paid out as dividends to Shareholders. PLAN OF DISTRIBUTION Shares purchased by dividend reinvestments will be acquired through an administrator from the Company's treasury shares or newly issued shares. In the unlikely event that the Administrator has to purchase any shares on the market, the Company will pay any fees, commissions or expenses associated therewith and there will be no cost to participants. 4 INTERESTS OF NAMED EXPERTS AND COUNSEL The validity of the Common Stock of the Company being registered on the Registration Statement on Form S-3 may be passed upon for the Company by Cohen, Todd, Kite & Stanford, 525 Vine Street, 16th Floor, Cincinnati, Ohio 45202. William McD. Kite and William T. Hayden, Directors of the Company, are partners in the firm. As of December 4, 1995, members of the firm owned an aggregate of 47,294 shares of common stock of the Company. MATERIAL CHANGES None since December 31, 1994, which were not described in Forms 10-Q. INFORMATION INCORPORATED BY REFERENCE The following documents are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K filed for the year ended December 31, 1994; (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 1995 and the Company's Current Report on Form 8-K dated January 5, 1995; (c) The description of the Company's Common Stock contained in the Company's Registration Statement filed pursuant to Section 12 of the Securities Exchange Act of 1934, and any subsequent amendment or report filed for the purpose of updating such description. (d) The Company's definitive proxy statements dated March 10, 1987 (as to indemnification provisions) and March 7, 1995 filed pursuant to Section 14 of the Exchange Act in connection with the annual meeting of its stockholders held on April 13, 1995. (e) The description of the Company's common stock and the Company's Article's of Incorporation (Exhibit 3-A thereto) contained in the Company's Registration Statement on Form S-1 (Registration No. 2-32055) filed with the Commission on March 12, 1969, or contained in any subsequent amendment or report filed for the purpose of updating such description. (f) The Company's Registration Statement on Form S-3 filed with the Commission registering the shares offered pursuant to this Prospectus (and including a copy of the Plan). (g) All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold. Each document or report incorporated herein by reference shall be deemed to be a part hereof from the date of its filing with the Commission until the information contained therein is superseded or updated by a subsequently filed 5 document or report which is incorporated by reference into this Prospectus or by a subsequently furnished appendix to this Prospectus. INDEMNIFICATION FOR SECURITIES ACT LIABILITIES. 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 informed 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. SUMMARY OF THE PLAN Purpose of the Plan. The purpose of the Plan is to give Shareholders of the Company an opportunity to reinvest dividends into shares of its Common Stock. Administration of the Plan. The administration of the Plan will be the responsibility of the Board of Directors which may delegate any and all administrative duties to an administrator. The Administrator will purchase Common Stock of the Company as agent for the participants. The Board has the authority to change the Administrator at any time. The name and address of the Administrator is: Society National Bank P.O. Box 92564 Cleveland, Ohio 44197-9891 Eligibility. All record owners of shares of the Company on or after December 7, 1995, the Effective Date of the Plan, are eligible to participate in the Plan. Stock Subject to the Plan. Under the Plan, a maximum of 100,000 shares of authorized but unissued shares, or shares previously issued but reacquired by the Company and held as treasury stock, are available for issuance by the Company. The Plan provides that in the event that the outstanding stock of the Company is increased, decreased, or changed into or exchanged for a different number or kind of stock or other securities of the Company or of any other corporation, by reason of reorganization, merger, consolidation, recapitalization, reclassification, stock split, combination, or dividend payable in Company stock, then an appropriate adjustment shall be made by the Board in the number and kind of shares under the Plan. 6 Description of the Plan. A Shareholder may join the Plan by completing a Dividend Reinvestment Authorization Card and returning it to the Administrator. Thereafter, the Administrator will reinvest the Shareholder's dividends into shares of the Company's Common Stock. The price of the shares purchased will be the closing price on the most recent day on which shares were traded prior to the dividend payment date. The maximum number of shares including fractional shares will be purchased. The number of shares purchased will depend upon the amount of dividends reinvested and the purchase price of the shares. Shareholders participating will incur no brokerage commissions or service charges for purchases made under the Plan. A shareholder may withdraw from the Plan by written notice to the Administrator. Certificates for whole shares and cash in lieu of fractional shares will be issued to the withdrawing shareholder. However, a withdrawing shareholder may sell all shares held in his account under the Plan. If the Company does not repurchase the shares, the Administrator will sell the shares on the American Stock Exchange and deliver the proceeds, net of brokerage commissions, to the Shareholder. A Shareholder participating in the Plan may vote whole shares held in his account and may obtain certificates for whole shares held in his account. Amendment or Termination of the Plan. The Plan may be amended or terminated at any time by the Board. FEDERAL INCOME TAX CONSEQUENCES Dividends are taxable income to Shareholders even though reinvested in shares. 7 EX-4 2 EXHIBIT 4 The speciman stock certificate of The Midland Company Common Stock contains the following: - - ------------------------------- Front of Certificate - - ------------------------------- GRAPHICS: The Midland Company symbol along the The Midland Company Seal. A rendering of two roman like individuals standing around the Midland symbol with the outline of the United States Of America in the back ground. WRITING: COMMON STOCK Incorporated Under the Laws of the State of Ohio this Certificate is Transferable in Cleveland, Ohio or in New York, New York THE MIDLAND COMPANY Shares Cusip 597486 10 9 Fully paid and non-assessable shares, without par value, of the common stock of The Midland Company transferable on the books of the Company by the holder hereof in person or by duly authorized attorney, upon surrender of this Certificate properly assigned. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. Witness the seal of the Company and the signatures of its duly authorized officers. Date: s/John R. LaBar John R. LaBar Vice President and Secretary s/J. P. Hayden, Jr. J. P. Hayden, Jr. Chairman of the Board - - ------------------------------------ Back of Certificate - - ------------------------------------ WRITING: THE MIDLAND COMPANY The Company is authorized to issue (in addition to no par common stock) various classes of preferred stock. A statement of the express terms of the common stock and the preferred stock is on file at the offices of the Company at 111 East Fourth Street, Cincinnati, Ohio 45202, and a copy will be furnished to any shareholder without charge, within five days after receipt of written request to the Company therefor. The rights of outstanding common stock do not include preemptive rights. Any authorized and unissued common stock of the Company may be sold at such terms as may be determined by the Board of Directors of the Company. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian under Uniform Gifts to Minors Act Additional abbreviations may also be used though not in the above list. For value received, hereby sell, assign and transfer unto Please insert social security or other identifying number of assignee ________ shares of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _____ Attorney to transfer the said stock on the books of the within named Company with full power of substitution in the premises. Date _____ _______ Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever. EX-5 3 EXHIBIT 5 December 7, 1995 The Midland Company P.O. Box 1256 Cincinnati, Ohio 45201-1256 Gentlemen: In connection with the registration on Form S-3 of 100,000 shares of The Midland Company Common Stock under the Company's Dividend Reinvestment Plan, we are of the opinion that the shares will, when sold, be legally issued, fully paid and non-assessable. Very truly yours, COHEN, TODD, KITE & STANFORD By:s/William McD. Kite William McD. Kite, Partner EX-15 4 EXHIBIT 15 LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION December 7, 1995 The Midland Company: We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited interim financial information of The Midland Company and subsidiaries for the three- month periods ended March 31, 1995 and 1994, the six-month periods ended June 30, 1995 and 1994, and the nine-month periods ended September 30, 1995 and 1994, as indicated in our reports dated April 20, 1995, July 20, 1995, and October 20, 1995, respectively; because we did not perform an audit, we expressed no opinions on that information. We are aware that our reports referred to above, which were included in your Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995, June 30, 1995, and September 30, 1995 are being incorporated by reference in this Registration Statement. We also are aware that the aforementioned reports, pursuant to Rule 436(c) under the Securities Act are not considered a part of the Registration Statement prepared or certified by an accountant or reports prepared by an accountant within the meaning of Sections 7 and 11 of that Act. Yours truly, Deloitte & Touche LLP Cincinnati, Ohio EX-23 5 EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of The Midland Company on Form S-3 of our reports dated February 16, 1995 and March 14, 1995, appearing in and incorporated by reference in the Annual Report on Form 10-K of The Midland Company for the year ended December 31, 1994. December 7, 1995 Deloitte & Touche LLP Cincinnati, Ohio EX-23 6 EXHIBIT 23 CONSENT OF COHEN, TODD, KITE & STANFORD We hereby consent to the reference to our firm under the caption "Interests of Named Experts and Counsel" in the Registration Statement pertaining to the registration of 100,000 shares of common stock of The Midland Company pursuant to the Dividend Reinvestment Plan of the Company. COHEN, TODD, KITE & STANFORD December 7, 1995 By:s/William McD. Kite Cincinnati, Ohio William McD. Kite, Partner EX-99 7 THE MIDLAND COMPANY DIVIDEND REINVESTMENT PLAN WHEREAS, The Midland Company (the "Company") desires to establish a Dividend Reinvestment Plan (the "Plan") providing shareholders with a convenient cost effective method to purchase shares of common stock of the Company through dividend reinvestment. NOW THEREFORE, the Company hereby establishes the Plan, the terms of which shall be as follows: 1. PURPOSE. The purpose of this Plan is to give shareholders of the Company an opportunity to reinvest dividends into shares of its Common Stock. 2. DEFINITIONS. Whenever used herein, the following words and phrases shall have the meaning stated below unless a different meaning is plainly required by the context. A. "Board" means the Board of Directors of the Company. B. "Common Stock" means shares of the common stock of the Company. C. "Company" means The Midland Company, an Ohio corporation. D. "Eligible Shareholder" means each person who is the record owner of any share of the Common Stock. E. "Dividend Payment Date" shall mean any date on which the Board has determined that a cash dividend shall become payable to Eligible Shareholders. F. "Closing Price" shall mean the closing price of the Common Stock as reported in the Wall Street Journal or on the composite tape or other comparable reporting system for the Dividend Payment Date or most recent day on which the Common Stock is traded prior to the dividend payment date. 3. ADMINISTRATION. The administration of the Plan will be the responsibility of the Board which may delegate any and all administrative duties to an Administrator. The Administrator will purchase Common Stock of the Company as agent for the participants. The Board has the authority to make changes in the Administrator at any time. If a Shareholder elects to participate in the Plan, the Administrator will keep a continuous record of his participation and send him a quarterly 1 statement of his account under the Plan. The Administrator will also hold and act as custodian of shares purchased or deposited under the Plan. The number of shares credited to a participant's account under the Plan will be shown on his statement of account. Certificates of any number of whole shares credited to a participant's account under the Plan will be issued to the participant upon his written request to the Administrator delivered to the address noted above. Certificates for fractional share interests will not be issued. The Board reserves the right to interpret and regulate the Plan. The Board may establish such procedures and make such other provisions for the administration and operation of the Plan as it deems appropriate to give effect to its purpose. 4. ELIGIBILITY. All Eligible Shareholders on or after December 7, 1995, the Effective Date of the Plan, are eligible to participate in the Plan. 5. ELECTION TO PARTICIPATE. An Eligible Shareholder may join the Plan by completing the Dividend Reinvestment Authorization Card provided by the Administrator and returning it to the Administrator. Dividend Reinvestment Authorization Cards will be furnished to Eligible Shareholders at any time upon request to the Administrator. It is not necessary for a participant to deliver certificates for shares to the Administrator in order to participate. 6. DIVIDEND REINVESTMENT. After a Dividend Reinvestment Authorization Card has been received by the Administrator, the Administrator will reinvest the participant's dividends into shares of common stock. The Dividend Reinvestment Authorization Card shall be effective for an indefinite period of time until the termination of the Plan unless earlier revoked by the participant. Shares acquired after a dividend record date will not receive any dividends to be reinvested. 7. PURCHASE PRICE. The price of the shares purchased with the participants' dividends will be 100% of the Closing Price. Any fraction of a cent will be rounded up. 8. NUMBER OF SHARES PURCHASED. On Dividend Payment Dates accumulated dividends payable on all participants' shares will be pooled and used to purchase shares of Common Stock for the accounts of the participants. The maximum number of shares including fractional shares will be purchased. Each participant's account will be credited with his pro rata share computed to three decimal places of the shares purchased. The number of shares credited to each participant's account will depend on the amount of the participant's 2 dividends and the price of the shares determined as provided under the heading "Purchase Price". 9. FEES AND EXPENSES. Participants will incur no brokerage commissions or service charges for purchases made under the Plan. 10. WITHDRAWAL. A participant may withdraw from the Plan at any time. To withdraw from the Plan, a participant must notify the Administrator in writing of his withdrawal. In the event a participant withdraws or in the event of the termination of the Plan, certificates for whole shares and cash in lieu of fractional shares in the account of the withdrawing participant, or participants in the case of a termination of the Plan, will be delivered by the Administrator. Fractional shares shall be valued at the closing price on the next trading date after the Administrator receives notice of withdrawal or at market price at time of sale. As an alternative to receiving certificates for shares, a participant may request the Administrator to sell all of the shares held in his account under the Plan. Shares requested to be sold shall first be offered for sale by the Administrator to the Company. If the Company declines, such shares will be sold on the American Stock Exchange and the proceeds, net of any brokerage commissions, will be remitted to the participant. Sale requests may be accumulated and sales transactions, if necessary, will occur at least every ten (10) business days. 11. VOTING OF SHARES. Each participant shall have the authority to direct the Administrator in the manner of voting the number of whole shares held in his account. 12. CERTIFICATES. A participant may request in writing that the Administrator deliver certificates for any whole shares held in his account at any time. 13. STOCK DIVIDENDS, STOCK SPLITS OR RIGHTS OFFERINGS. Any shares distributed by the Company as a stock dividend on shares credited to a participant's account under the Plan or upon any split of such shares will be credited to his account. In a rights offering, the Administrator will sell the rights to which a participant is entitled by virtue of the shares of Common Stock allocated to his account under the Plan and the proceeds will be credited to his account and applied to purchase of shares on the next Dividend Payment Date. 14. AUTHORIZED SHARES. The Company has reserved One Hundred Thousand (100,000) shares of Common Stock for issuance under the Plan. Unless terminated earlier by the Company, the Plan will terminate when all such shares have been purchased by participants. Such shares may be treasury shares, newly issued shares of the Company or shares purchased on the open market. If on any Dividend Payment Date there are insufficient shares remaining to fill all 3 purchases then to be made, such shares as are available shall be allocated on a pro rata basis among purchasing participants. 15. AMENDMENT AND TERMINATION. Although the Company intends to continue the Plan as long as Common Stock reserved for issuance under it remains, the Company (by action of the Board of Directors) reserves the right to suspend, modify or terminate the Plan at any time. Any such suspension, modification or termination shall not affect a participant's right to shares of Common Stock already purchased for him except that the Company may take any necessary steps to comply with applicable laws. Upon the termination of the Plan, the Company shall return to participants certificates for whole shares and cash in lieu of fractional shares. 16. REPORTS. Each participant will receive a quarterly statement of his account. Participants will also receive communications sent to other stockholders including the annual report of the Company and its notice of annual meeting and proxy statement. Participation in the Plan will not relieve participants of any income tax which may be payable on such dividends. Participants will receive information necessary for reporting income realized under the Plan to the IRS. 17. SUCCESSORS. This Plan is binding upon all persons entitled to benefit under the Plan, their respective heirs and legal representatives and upon the employer, its successors and assigns and upon the Board as such may be constituted from time to time. 18. STATE LAW. Ohio law will determine all questions arising with respect to the provisions of this agreement except to the extent superseded by federal law. IN WITNESS WHEREOF, the Company has executed this Plan in Amelia, Ohio this 7th day of December, 1995. THE MIDLAND COMPANY By:s/Michael J. Conaton Michael J. Conaton President By:s/John I. Von Lehman John I. Von Lehman Vice Prsident 4 -----END PRIVACY-ENHANCED MESSAGE-----