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): March 1, 2005
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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)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
Effective March 1, 2005, David O. Narigon, Senior Vice President - Claims for
the Registrant and Employers Mutual Casualty Company (Employers Mutual), the
parent company of the Registrant, resigned from these positions.
In connection with this resignation, Employers Mutual and Mr. Narigon entered
into a severance and release agreement that became binding on March 1, 2005.
Pursuant to the agreement, Mr. Narigon will receive a severance payment equal
to eighteen months of current annual salary to be paid on a bi-weekly basis
and a one-time additional severance payment of $8,000. Employers Mutual
also agreed to provide Mr. Narigon with (1) up to $5,000 in career
transition services or, in the alternative, up to $6,500 of reimbursed
tuition at an accredited mediator training school or program and (2) up to
$1,000 in financial and tax planning services. Mr. Narigon will retain his
rights with respect to his participation in Employers Mutual's incentive
stock option plans in accordance with the terms of such plans; however, Mr.
Narigon shall have the option of foregoing the exercise of stock options that
are vested as of March 1, 2005 and applying the gain he could have received
by exercising such options on March 1, 2005 against the purchase price of the
company car and/or office furniture that he has the option to purchase.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
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99 Severance and Release Agreement between Employers
Mutual Casualty Company and David O. Narigon
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
Sr. Vice President &
Chief Financial Officer
March 2, 2005
EXHIBIT INDEX
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Exhibit No. Description
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99 Severance and Release Agreement between Employers
Mutual Casualty Company and David O. Narigon