-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QbsbwDFTBXq2WDcfrhxal+IyhU4LCQrNFsikuuhhnCFXYWvJ3A2XUUP982Ln6c4C JJf4NzMLwdH7WdY+yYgIyw== 0000356130-03-000022.txt : 20030409 0000356130-03-000022.hdr.sgml : 20030409 20030409102053 ACCESSION NUMBER: 0000356130-03-000022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030409 ITEM INFORMATION: Other events FILED AS OF DATE: 20030409 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10956 FILM NUMBER: 03643423 BUSINESS ADDRESS: STREET 1: 717 MULBERRY ST CITY: DES MOINES STATE: IA ZIP: 50309 BUSINESS PHONE: 5152802902 MAIL ADDRESS: STREET 1: 717 MULBERRY STREET CITY: DES MOINES STATE: IA ZIP: 50309 8-K 1 april9press.txt APRIL 9, 2003 PRESS RELEASE 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): April 9, 2003 EMC INSURANCE GROUP INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Iowa 0-10956 42-623455 - ------------------------------- ------------ -------------------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation) File Number) Identification No.) 717 Mulberry Street, Des Moines, Iowa 50309 - -------------------------------------- ---------- (Address of principal executive office) (Zip Code) (515) 280-2902 -------------------------------------------------- (Registrant's telephone number, including area code) Item 5. Other Events On April 9, 2003, EMC Insurance Group Inc.(Group) issued the following press release announcing that Employers Mutual Casualty Company will purchase up to 30,000 additional shares of Group in the open market during the second quarter of 2003 in order to maintain the 80 percent ownership threshold that it recently obtained. EMC Insurance Group Inc.'s Majority Shareholder, Employers Mutual Casualty Company, Announces Stock Purchase Program to Maintain 80 Percent Ownership Threshold DES MOINES, Iowa (April 9, 2003) - Employers Mutual Casualty Company ("Employers Mutual") today announced that it will purchase up to 30,000 additional shares of its publicly traded holding company, EMC Insurance Group Inc. ("Group") (Nasdaq/NM:EMCI), in the open market during the second quarter of 2003 in order to maintain the 80 percent ownership threshold that it recently obtained. Employers Mutual surpassed the 80 percent ownership threshold of Group at the end of March upon completion of the first quarter dividend reinvestment program; however, recent stock option exercises, which result in the issuance of new shares of Group, have reduced the cushion (i.e. number of shares owned by Employers Mutual in excess of the 80 percent threshold) to an unacceptably low level. As a result of surpassing the 80 percent ownership threshold, Group will be included in Employers Mutual's consolidated tax return beginning April 1, 2003. If Employers Mutual were to fall below the 80 percent ownership threshold during the second quarter of 2003, it would lose approximately $96,000 of tax benefits. In order to build and maintain a sufficient cushion above the 80 percent ownership threshold, Employers Mutual has informed Group that it will continue to participate in Group's dividend reinvestment program during the second quarter of 2003 and will reinvest 75 percent of the dividends received by it in additional shares of common stock of Group. 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 insurers in Iowa and among the top 60 insurance groups nationwide. For more information, visit our website at www.emcinsurance.com. 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; rate agency actions and other risks and uncertainties inherent to the Company's business. -----END PRIVACY-ENHANCED MESSAGE-----