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.
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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
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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:
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(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
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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
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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
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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
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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.
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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).
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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
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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.
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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
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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.
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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.
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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.
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
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
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
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
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
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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
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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
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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
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