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): October 15, 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 October 15, 2004 EMC Insurance Group Inc. issued the following
press release:
EMC INSURANCE GROUP INC. ANNOUNCES
PRICING OF SECONDARY OFFERING OF
COMMON STOCK
DES MOINES, Iowa (October 15, 2004) - EMC Insurance Group Inc.
(Nasdaq/NM:EMCI) announced today the pricing of a secondary offering of
3,800,000 shares of common stock at $18.75 per share. The Company will sell
2,000,000 shares, and a selling stockholder, Employers Mutual Casualty
Company, will sell 1,800,000 shares. The transaction is expected to close on
October 20, 2004. The lead underwriter and sole book-running manager for the
offering is Keefe, Bruyette & Woods, Inc. The co-managers for the offering
are A.G. Edwards & Sons, Inc. and KeyBanc Capital Markets, a division of
McDonald Investments Inc. The selling shareholder has granted the
underwriters an option to purchase up to an additional 570,000 common shares
to cover over-allotments, if any. If this over-allotment option is exercised
in full, Employers Mutual's ownership of the Company would decline to
approximately 51.5%.
The registration statement relating to these securities has been
declared effective by the Securities and Exchange Commission and the
secondary offering is being made by means of a prospectus. This announcement
does not constitute an offer to sell or the solicitation of an offer to buy,
nor may there be any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state or
jurisdiction.
Copies of the prospectus relating to the offering may be obtained by
contacting the Syndicate Department of Keefe, Bruyette & Woods, Inc., 787
Seventh Avenue, 4th Floor, New York, NY 10019, or by telephone at 212-887-
8908.
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
October 15, 2004