SC 13D/A

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

1,100,000

SHARED VOTING POWER

-0-

SOLE DISPOSITIVE POWER

1,100,000

SHARED DISPOSITIVE POWER

-0-

0001193125-19-061326.txt : 20190304 0001193125-19-061326.hdr.sgml : 20190304 20190301194203 ACCESSION NUMBER: 0001193125-19-061326 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190304 DATE AS OF CHANGE: 20190301 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EMC INSURANCE GROUP INC CENTRAL INDEX KEY: 0000356130 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 426234555 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49253 FILM NUMBER: 19651379 BUSINESS ADDRESS: STREET 1: 717 MULBERRY ST CITY: DES MOINES STATE: IA ZIP: 50309 BUSINESS PHONE: 5153452902 MAIL ADDRESS: STREET 1: 717 MULBERRY STREET CITY: DES MOINES STATE: IA ZIP: 50309 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHEPARD GREGORY M CENTRAL INDEX KEY: 0001065833 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 303 E WASHINGTON STREET CITY: BLOOMINGTON STATE: IL ZIP: 61701 SC 13D/A 1 d717822dsc13da.htm SC 13D/A SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20459

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

EMC INSURANCE GROUP INC.

(Name of Issuer)

Common Stock, $1.00 par value

(Title of Class of Securities)

268664109

(CUSIP Number of Class of Securities)

Gregory M. Shepard

7028 Portmarnock Place

Lakewood Ranch, FL 34202

(941) 306-5368

(Name, address and telephone number of persons

authorized to receive notices and communications

on behalf of person(s) filing statement)

Copy to:

Eric M. Fogel, Esq.

SmithAmundsen LLC

150 N. Michigan Ave., Suite 3300

Chicago, IL 60601

(312) 894-3325

March 1, 2019

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-l(b)(3) or (4), check the following box ☐.

Page 1 of 3

CUSIP No. 268664109


1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF REPORTING PERSON Gregory M. Shepard
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS PF, BK
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☒
6.		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

Page 2 of 4

SCHEDULE 13D

ITEM 1.

SECURITY AND ISSUER.

This statement constitutes Amendment No. 1 to the Schedule 13D relating to the common stock, $1.00 par value (the “Shares”), issued by EMC Insurance Group Inc. (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission (the “Schedule 13D”) to furnish additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

ITEM 4.

PURPOSE OF TRANSACTION.

Item 4 of the Schedule 13D is hereby amended to add the following at the end thereof:

On March 1, 2019, the Filing Person sent a letter to Issuer’s Todd A. Strother, Senior Vice President and Chief Legal Officer (the “March 1 Letter”). A copy of the March 1 Letter is attached hereto as Exhibit 7.5 and is incorporated by reference herein.

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 7.5 Letter dated March 1, 2019, from the Filing Person to Todd A. Strother, Senior Vice President and Chief Legal Officer of the Issuer.

Page 3 of 4

SIGNATURE

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

DATED: March 1, 2019

/s/ Gregory M. Shepard

Gregory M. Shepard

Page 4 of 4

EX-99.7.5 2 d717822dex9975.htm EX-99.7.5 EX-99.7.5

Exhibit 7.5

Gregory M. Shepard

Attorney at Law

7028 Portmarnock Place

Lakewood Ranch, FL 34202

March 1, 2019

Office of the Chief Legal Officer

EMC Insurance Group Inc.

P.O. Box 712

Des Moines, Iowa 50306

Re: Special Committee of the Board of Directors

Dear Mr. Strother:

On February 25, 2019, counsel for the Special Committee of independent members of the Board of Directors (the “Special Committee”) of EMC Insurance Group Inc. (the “Company”) called my attorney to inform me that the Company had declined my request to join the Company’s board of directors. I am very disappointed with this decision. My skills, knowledge, background, educational and professional achievements, breadth of experience and abilities are far greater than anyone other than Mr. Kelley on your board. My relevant work experience to date shows why I am the best candidate to represent the non-EMCC shareholders on the Company’s Board of Directors at this critical moment. Individually, I am the beneficial owner of 1,100,000 shares of common stock of the Company and, behind Employers Mutual Casualty Insurance Company (“EMCC”) and Dimensional Fund Advisors LP, the 3^rd largest shareholder of the Company. I’ve got what they call “skin in the game”.

I have been investigating and analyzing mutual property and casualty companies for 38 years. I began a study in 1983 involving the 327 mutual property and casualty companies rated by A.M. Best & Company. Later in 1994, I identified 13 U.S. mutual property and casualty insurance companies with downstream public holding companies. I have now followed those 13 companies for almost 25 years. I have been investing in many of the downstream public holding companies as well. I have a profound understanding of the value of the enterprise controlled by Mr. Kelley. I understand the value of controlling a mutual insurer. Pooling percentages, management fees, investment fees, and reinsurance agreements between the various mutual, non-mutual and publicly-traded companies of the enterprise controlled by Mr. Kelley do not matter in the final analysis. At the end of the day, Mr. Kelley wants to keep control of the mutual enterprise and for good reason: it is the control that is intensely valuable. However, other significant investors and mutual insurers would jump at the opportunity to buy Mr. Kelley’s 4^th generation control of not only EMCC, but also the Company and the entire enterprise which he controls. As far as I’m considered, Mr. Kelley has decided to put his control out for bid and, in the interests of fairness and maximizing shareholder value, I would like to consider making a bid.

At this point, I would like to speak to the Special Committee and their independent legal and financial advisors regarding EMCC’s November 15, 2018 Proposal Letter (the “Proposal”) from Chairman David J.W. Proctor.

Assuming, that EMCI’s Special Committee has been fully empowered to act on behalf, and in the best interests, of EMCI and its public shareholders to review the Proposal and consider alternatives thereto, then I would like the opportunity to engage in an open discussion with the special committee on alternative transaction structures or alternative transactions so desired by the Special Committee. I have been in contact with investor(s) with the ability to make a superior offer to your Proposal. I believe that EMCC’s Proposal is considerably undervalued and is neither fair nor in the best interests of the minority shareholders. Our offer would not call for any payments from EMCC or the Company, and therefore would benefit your policyholders, agents and employees. We would also be flexible with regards to EMCI’s options.

I look forward to hearing from the Special Committee.

Yours truly,

/s/ Gregory M. Shepard

Gregory M. Shepard