form8k.htm
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): July 10, 2009
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EMC INSURANCE GROUP INC. |
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(Exact name of registrant as specified in its charter) |
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Iowa |
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0-10956 |
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42-6234555 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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717 Mulberry Street, Des Moines, Iowa |
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50309 |
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(Address of principal executive offices) |
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(Zip Code) |
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(515) 345-2902 |
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(Registrant’s telephone number, including area code) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure.
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On July 10, 2009, EMC Insurance Group Inc. issued the following press release: |
EMC INSURANCE GROUP INC. ANNOUNCES
2009 SECOND QUARTER EARNINGS CALL AND
REITERATES REPORTING CHANGE THAT BECOMES
EFFECTIVE IN THE SECOND QUARTER
DES MOINES, Iowa (July 10, 2009) – EMC Insurance Group Inc. (Nasdaq/NGS:EMCI) (the “Company”) today announced that 2009 second quarter earnings information will be released to the media before the opening of regular market hours on July 23, 2009. The second quarter earnings release and financial supplement will be available
on the Company’s website (www.emcinsurance.com) at that time.
The Company will host an earnings call at 11:00 a.m. eastern daylight time, July 23, 2009, to allow securities analysts, stockholders and other interested parties the opportunity to hear management discuss the Company’s quarterly results, as well as its expectations for the remainder of 2009. Dial-in information for the call is toll-free
1-877-407-8031 (International: 201-689-8031). The event will be archived and available for digital replay through August 6, 2009. The replay access information is toll-free 1-877-660-6853 (International: 201-612-7415); passcodes (both required for playback) are account no. 286; conference ID no. 327390. A webcast of the teleconference will be presented by PrecisionIR and can be accessed at http://www.investorcalendar.com or from the Company’s
investor relations page at www.emcins.com/ir. The archived webcast will be available until July 23, 2010. A transcript of the teleconference will also be available on the Company’s website shortly after the completion of the teleconference.
Second Quarter Reporting Change
As reported in the Company’s March 31, 2009 Form 10-Q, which was filed with the Securities and Exchange Commission on May 8, 2009, beginning in the second quarter of 2009 the Company will no longer report on a quarterly basis the amount of development experienced on prior years’ reserves. This change in reporting is
being implemented because management believes that there is potential for confusion among investors regarding the perceived impact development has on the Company’s results of operations. Management has determined that continued reporting of the composition of the Company’s underwriting results between the current and prior accident years increases the potential for misinterpretation and, in any event, is not material or relevant to an understanding of the Company’s results of operations. From
management’s perspective, the more important issue is consistency of reserve adequacy. If reserves are maintained at a consistent level of adequacy (and all else remains equal), then development should be fairly consistent from year to year. Therefore, the source of earnings (current or prior accident years) is not relevant. For a more detailed explanation of management’s rationale for this change in reporting, please see the discussion contained under Item 2, Management’s
Discussion and Analysis of Financial Condition and Results of Operations, in the Company’s March 31, 2009 Form 10-Q under the heading “Management Issues and Perspectives”.
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 groups in Iowa and among the top 60 insurance groups nationwide based on premium volume.
For more information, visit our website.
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 beliefs, assumptions and expectations of the Company’s future performance, taking into account all information currently
available to management. These beliefs, assumptions and expectations can change as the result of many possible events or factors, not all of which are known to management. If a change occurs, the Company’s business, financial condition, liquidity, results of operations, plans and objectives may vary materially from those expressed in the forward-looking statements. The risks and uncertainties that may affect the actual results of the Company include, but are not limited
to, the following:
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catastrophic events and the occurrence of significant severe weather conditions; |
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the adequacy of loss and settlement expense reserves; |
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state and federal legislation and regulations; |
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changes in the property and casualty insurance industry, interest rates or the performance of financial markets and the general economy; |
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“other-than-temporary” investment impairment losses; and |
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other risks and uncertainties inherent to the Company’s business, including those discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K. |
Management intends to identify forward-looking statements when using the words “believe”, “expect”, “anticipate”, “estimate”, “project” or similar expressions. Undue reliance should not be placed 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.
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 on July 10, 2009.
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EMC INSURANCE GROUP INC. |
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Registrant |
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/s/ Bruce G. Kelley |
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Bruce G. Kelley |
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President & Chief Executive Officer |
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/s/ Mark E. Reese |
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Mark E. Reese |
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Senior Vice President and |
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Chief Financial Officer |