UNITED STATES
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): September 27, 2004
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EMC INSURANCE GROUP INC.
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(Exact name of registrant as specified in its charter)
Iowa 0-10956 42-623455
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
717 Mulberry Street, Des Moines, Iowa 50309
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(Address of principal executive office) (Zip Code)
(515) 280-2902
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(Registrant's telephone number, including area code)
Item 7.01 Regulation FD Disclosure
On September 27, 2004 EMC Insurance Group Inc. issued the following
press release:
EMC INSURANCE GROUP INC. ANNOUNCES
REDUCTION IN NUMBER OF SHARES TO BE
OFFERED BY SELLING SHAREHOLDER IN
PROPOSED FOLLOW-ON OFFERING
DES MOINES, Iowa (September 27, 2004) - EMC Insurance Group Inc.
(Nasdaq/NM:EMCI) today announced that Employers Mutual Casualty Company is
reducing the number of shares it will sell in the Company's proposed follow-
on offering to 1.8 million shares from the previously announced 2.4 million
shares. Employers Mutual is also reducing the number of shares it will sell
to the underwriters to cover over-allotments, if any, to 570,000 shares from
the previously announced 660,000 shares.
Employers Mutual is reducing its participation in the offering in
response to a notification recently received from A.M. Best Company concerning
the financial stability rating currently assigned to the participants of the
EMC Insurance Companies pooling agreement. In this notification, A.M. Best
Company informed Employers Mutual that the insurance subsidiaries of EMC
Insurance Group Inc. that participate in the pooling agreement would no
longer qualify for a pool or group affiliation rating if Employers Mutual's
ownership of the Company should fall below 50.1 percent, as contemplated in
the Company's recently filed S-1 Registration Statement. A.M. Best Company
stated that its standards require the lead company to maintain greater than
50% ownership and voting control of the boards of directors of each of the
pool members in order for the pool members to receive the same financial
stability rating (with a pool or group affiliation code) and the same
financial size category as the lead company. A.M. Best Company's position on
this issue was not communicated to Employers Mutual prior to the filing of
the S-1 Registration Statement. Employers Mutual has determined that the
continuance of a pool or group affiliation rating is important to the
continued success of its future operations and has, therefore, elected to
reduce its participation in the offering to ensure that it will retain
absolute voting control of the Company even if the over-allotment option is
exercised in full by the underwriters.
EMC Insurance Group Inc., the publicly-held insurance holding company
of EMC Insurance Companies, owns subsidiaries with operations in property and
casualty insurance and reinsurance. EMC Insurance Companies is one of the
largest property and casualty entities in Iowa and among the top 60 insurance
entities nationwide.
The Private Securities Litigation Reform Act of 1995 provides issuers the
opportunity to make cautionary statements regarding forward-looking
statements. Accordingly, any forward-looking statement contained in this
report is based on management's current expectations and actual results of
the Company may differ materially from such expectations. The risks and
uncertainties that may affect the actual results of the Company include but
are not limited to the following: catastrophic events and the occurrence of
significant severe weather conditions; state and federal legislation and
regulations; rate competition; changes in interest rates and the performance
of financial markets; the adequacy of loss and settlement expense reserves,
including asbestos and environmental claims; rating agency actions and other
risks and uncertainties inherent to the Company's business. When we use the
words "believe", "expect", "anticipate", "estimate" or similar expressions,
we intend to identify forward-looking statements. You should not place undue
reliance on these forward-looking statements.
The information contained in this Current Report shall not be deemed to
be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 (the "Exchange Act") or otherwise subject to the liabilities of that
section, nor shall it be incorporated by reference into a filing under the
Securities Act of 1933, or the Exchange Act, except as shall be expressly
set forth by specific reference in such a filing.
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.
EMC INSURANCE GROUP INC.
Registrant
/s/ Bruce G. Kelley
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Bruce G. Kelley
President & Chief Executive Officer
/s/ Mark E. Reese
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Mark E. Reese,
Vice President & Chief Financial Officer
September 27, 2004