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):February 5, 2004
(Exact name of registrant as specified in its charter)
Ohio | 6-6026 | 31-0742526 | ||
(State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
Item 5.Other Events and Required FD Disclosure.
On February 5, 2004 The Midland Company entered into an Underwriting Agreement with McDonald Investments Inc. with respect to the sale by us and the purchase by McDonald of 1,000,000 shares of our common stock and also to McDonald, of an option to purchase all or any part of 150,000 shares of common stock solely to cover over-allotments. The shares of our common stock to be purchased by McDonald will be issued pursuant to a shelf registration statement we previously filed with the Securities and Exchange Commission and which was declared effective.
Item 7.Financial Statements and Exhibits.
(c) Exhibits. | ||||||
Exhibit No | Description | |||||
1 | Underwriting Agreement, dated February 5, 2004 | |||||
5 | Opinion of Keating, Muething & Klekamp, P.L.L. of the securities registered | |||||
23 | Consent of Keating, Muething & Klekamp, P.L.L. (contained in Exhibit 5) |
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.
THE MIDLAND COMPANY | ||||
Date: February 6, 2004 | By: | /s/ John I. Von Lehman | ||
John I. Von Lehman | ||||
Executive Vice President, Chief | ||||
Financial Officer and Secretary |
EXHIBIT INDEX
Exhibit No. | Description | |
Exhibit 1 | Underwriting Agreement, dated February 5, 2004 | |
Exhibit 5 | Opinion of Keating, Muething & Klekamp, P.L.L. as to the legality of the securities registered | |
Exhibit 23 | Consent of Keating, Muething & Klekamp, P.L.L. (included in Exhibit 5) |