UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

Todd A. Strother

Senior Vice President-Chief Legal Officer

Employers Mutual Casualty Company

717 Mulberry Street

Des Moines, Iowa 50309

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

- with a copy to-

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box £.

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This Amendment No. 1 to Schedule 13D (this "Amendment") amends the Schedule 13D, dated November 15, 2018, (the "Original Schedule 13D" and, together with the Amendment, the "Schedule 13D"), and is being filed by Employers Mutual Casualty Company ("EMCC" or the "Reporting Person") with respect to the shares of common stock, $1.00 par value (the "Common Stock"), of EMC Insurance Group Inc., an Iowa corporation (the "Issuer"). Except as specifically set forth herein, the Original Schedule 13D remains unmodified.

Item 4 of the Original Schedule 13D is hereby amended by adding the following:

As previously reported, on November 15, 2018, EMCC sent a non-binding proposal to the Board of Directors of the Issuer stating that the Reporting Person proposes to acquire all of the outstanding shares of Common Stock that the Reporting Person does not currently own for $30 per share in cash (the "Proposal").

On January 31, 2019, in response to inquiries and industry reports, EMCC sent a letter to the Special Committee of the Board of Directors of the Issuer to clarify its Proposal and issued a related press release publically disclosing the contents of such letter.   In the Proposal to the Issuer, EMCC indicated that it was willing to engage in an open discussion with the Issuer's special committee on any alternative transaction structures or alternative transactions so desired by the special committee.  However, in response to inquiries and industry reports, EMCC now believes it is important to clarify that this statement was intended only to convey EMCC's willingness to consider an alternative transaction for it to acquire all of the outstanding shares of the Issuer's common stock not already owned by EMCC.  This statement was not intended to convey that EMCC was willing to consider an alternative transaction brought by the Issuer's special committee or any other party that involves the merger of EMCC with or into a third party.  EMCC is not willing to consider any such proposal.

 

No assurances can be given that the Proposal will be consummated. The Reporting Person reserves the right to modify or withdraw the Proposal at any time and in any manner, and the Proposal provides that no legally binding obligation with respect to the Proposal or the proposed transaction will arise unless and until the relevant parties enter into mutually acceptable definitive documentation.

 

The summary above is qualified in its entirety by reference to the Letter to the Special Committee of the Board of Directors of the Issuer dated January 31, 2019 and the related press release dated February 1, 2019, attached hereto as Exhibits 99.3 and 99.4, respectively, hereto.

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SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the Reporting Person certifies that the information set forth in this statement is true, complete and correct.

Dated: January 31, 2019

EMPLOYERS MUTUAL CASUALTY COMPANY

By: /s/ David J.W. Proctor, J.D.

Name: David J.W. Proctor, J.D.

Title: Chairman of the Board of Directors