SC 13D

CUSIP No. 268664109 Page 1 of 7 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. ___)

EMC INSURANCE GROUP INC.

(Name of Issuer)

Common Stock, $1.00 par value

(Title of Class of Securities)

268664109

(CUSIP Number)

Todd A. Strother

Senior Vice President-Chief Legal Officer

Employers Mutual Casualty Company

717 Mulberry Street

Des Moines, Iowa 50309

(515) 345-7316

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

- with a copy to-

Steven R. BarthFoley & Lardner LLP 777 East Wisconsin Avenue

Milwaukee, WI  53202-5306

(414) 297-5662

November 15, 2018

(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 £.

CUSIP No. 268664109 Page 2 of 7 

1	NAME OF REPORTING PERSON Employers Mutual Casualty Company
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)£ (b)£
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION Iowa
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 11,771,778
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 11,771,778
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,771,778
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			£
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 54.5%
14	TYPE OF REPORTING PERSON HC

CUSIP No. 268664109 Page 3 of 7 

Item 1. Security and Issuer

This Schedule 13D (this “Schedule 13D”) relates to the common stock, $1.00 par value (the “Common Stock”), of EMC Insurance Group Inc., an Iowa corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 717 Mulberry Street, Des Moines, Iowa 50309.  As of the date of this Schedule 13D, the Reporting Person (as defined below) held in the aggregate 11,771,778 shares of Common Stock of the Issuer, which represents 54.5% of the Issuer’s outstanding Common Stock.

Item 2. Identity and Background

(a) This Schedule 13D is being filed by Employers Mutual Casualty Company (“EMCC” or the “Reporting Person”).

(b)-(c) The principal business address of EMCC is 717 Mulberry Street, Des Moines, Iowa 50309.

The principal business of EMCC is a multiple-line property and casualty insurance company organized as an Iowa mutual insurance company and licensed in all 50 states and the District of Columbia.

(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

The shares of Common Stock beneficially owned by the Reporting Person were acquired from the Issuer at the time of its formation by the Reporting Person and thereafter from time to time through purchases made through the Issuer’s dividend reinvestment and common stock purchase plan and the Reporting Person’s stock purchase program.

The Reporting Person estimates the aggregate consideration that would be required to acquire the shares of Common Stock in the Proposal described and defined in Item 4 would be approximately $295.2 million (not including the impact of any outstanding equity awards).  The shares of Common Stock that would be acquired by the Reporting Person in connection with the Proposal are currently expected to be purchased with a combination of the Reporting Person’s existing cash and credit resources, which may include the issuance of surplus notes and/or a loan from the Federal Home Loan Bank.

Item 4. Purpose of Transaction

On November 15, 2018, the Reporting Person 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”), and on November 16, 2018, the Reporting Person issued a related press release publicly disclosing the Proposal. A copy of the Proposal and press release are filed herewith as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference into this Item 4.

CUSIP No. 268664109 Page 4 of 7 

The Reporting Person indicated in the Proposal that it expects that a special committee consisting of independent members of the Board of Directors of the Issuer will be formed to consider the Proposal, and that such special committee would be fully empowered to act on behalf, and in the best interests, of the Issuer and its public shareholders, as well as retain its own independent legal and financial advisors to assist the special committee in its review of the Proposal. The Reporting Person also stated in the Proposal that it will not proceed with the Proposal unless it is approved by the Issuer’s special committee.

In addition, the Reporting Person’s Proposal will be subject to a non-waivable condition requiring approval of the Proposal by a majority of the shares of Common Stock not owned by the Reporting Person and the Reporting Person’s directors or executive officers.

The Proposal may result in one or more of the actions specified in clauses (a) to (j) of Item 4 of Schedule 13D, including, without limitation, the acquisition of additional securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, the delisting of the shares of Common Stock from Nasdaq and the shares of Common Stock becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended.

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.

Other than as set forth above or in the Proposal or in the Issuer’s periodic reports filed with the Securities and Exchange Commission, the Reporting Person does not have any present plans or proposals that relate to, or that would result in, any of the events described in paragraphs (a) to (j) of the instructions to Item 4 of Schedule 13D. The Reporting Person will, however, continue to review its investment in the Issuer and, depending upon market conditions and other factors that the Reporting Person deems material, the Reporting Person reserves the right to formulate plans or make proposals, and to take any actions with respect to its investment in the Issuer, including any or all of the actions described in paragraphs (a) to (j) of the instructions to Item 4 of Schedule 13D.

The summary above is qualified in its entirety by reference to the Proposal attached as Exhibit 99.1 hereto.

Item 5. Interest in Securities of the Issuer

(a) - (b) As of the date of this Schedule 13D, the Reporting Person held in the aggregate 11,771,778 shares of Common Stock of the Issuer, which represents 54.5% of the outstanding Common Stock.  The percentages used in this Schedule 13D are calculated based upon 21,611,374 outstanding shares of Common Stock as of October 31, 2018 as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2018.

CUSIP No. 268664109 Page 5 of 7 

As of the date of this Schedule 13D, certain executive officers and directors of the Reporting Person beneficially owned shares of Common Stock of the Issuer as follows:

Holder	Position	Number of Shares
David J.W. Proctor	Chairman of the Board	2,700
Thomas W. Booth	Director	5,064
Matthew D. Griffin	Director	0
Steven G. Jacobs	Director	10,755
Ronald W. Jean	Director	86,329
Bruce G. Kelley	Director, President and Chief Executive Officer	299,543 (which includes 26,741 shares issuable under options)
Richard Koch, Jr.	Director	23,243
J. Thomas Lockhart	Director	3,500
Mary O’Gorman Murray	Director	3,600
David S. Ziegler	Director	900
Dan D. Aksamit	Senior Vice President-Chief Risk Officer	1,550
Ian C. Asplund	Senior Vice President-Chief Analytics Officer	9,780 (which includes 2,700 shares issuable under options)
Daniel C. Crew	Senior Vice President-Chief Underwriting Officer	11,367 (which includes 3,813 shares issuable under options)
Bradley J. Fredericks	Senior Vice President-Chief Investment Officer	4,195 (which includes 225 shares issuable under options)
Lisa L. Hamilton	Senior Vice President-Chief Brand Officer	8,767 (which includes 5,064 shares issuable under options)
Rodney D. Hanson	Senior Vice President-Chief Information Technology Officer	17,729 (which includes 2,500 shares issuable under options)
Scott R. Jean	Executive Vice President-Finance & Strategy	20,286 (which includes 1,350 shares issuable under options)
Meyer T. Lehman	Senior Vice President-Chief Actuarial Officer	772
Robert L. Link	Senior Vice President-Chief Administrative Officer and Corporate Secretary	29,651 (which includes 20,250 shares issuable under options)
Mick A. Lovell	Executive Vice President- Operations	21,692 (which includes 13,162 shares issuable under options)
Elizabeth A. Nigut	Senior Vice President-Chief Human Resources Officer	13,766 (which includes 10,550 shares issuable under options)
Larry W. Phillips	Senior Vice President-Chief Field Officer	5,067
Mark E. Reese	Senior Vice President and Chief Financial Officer	33,112 (which includes 12,750 shares issuable under options)
Lisa A. Simonetta	Senior Vice President-Chief Claims Officer	12,179 (which includes 4,950 shares issuable under options)
Sanjeev K. Singh	Senior Vice President-Chief Information Officer	0
Todd A. Strother	Senior Vice President-Chief Legal Officer	253

CUSIP No. 268664109 Page 6 of 7 

(c)As of the date of this Schedule 13D, and within the past 60 days, to the best of the Reporting Person’s knowledge and belief, no transactions involving Common Stock of the Issuer had been engaged in by the Reporting Person or by the Reporting Person’s directors or executive officers, other than as set forth below:

Holder	Trade Date	Number of Shares Purchased	Price Per Share	Where and How Transaction was Effected
Daniel C. Crew	September 30, 2018	64.158	$20.90	Employee Stock Purchase Plan
Elizabeth A. Nigut	September 30, 2018	58.7957	$20.90	Employee Stock Purchase Plan

(d)None.

(e)Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

There are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person with respect to any securities of the Issuer, other than as disclosed in this Schedule 13D and the Issuer’s periodic reports filed with the Securities and Exchange Commission.

Item 7. Material to be Filed as Exhibits

99.1Proposal Letter, dated November 15, 2018.

99.2Press Release, dated November 16, 2018.

CUSIP No. 268664109 Page 7 of 7

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 November 16, 2018

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

EX-99.1

EMPLOYERS MUTUAL CASUALTY COMPANY

November 15, 2018

Board of Directors

EMC Insurance Group Inc.

717 Mulberry Street

Des Moines, Iowa 50309

Dear Members of the Board:

Employers Mutual Casualty Company (“EMCC”) is pleased to submit this non-binding indicative proposal for the potential acquisition by EMCC of all of the outstanding shares of common stock of EMC Insurance Group Inc. (“EMCI”) not owned by EMCC for a cash purchase price of $30 per share.  Although our proposed “going private” transaction does not represent a “change in control” of EMCI, the proposed $30 per share transaction price represents a 26% premium over EMCI’s closing stock price on November 14, 2018 and almost a 13% premium to EMCI’s book value per share.

As you know, EMCC currently owns approximately 55% of EMCI’s outstanding shares.  EMCC is a multiple-line property and casualty insurance company organized as an Iowa mutual insurance company in 1911, and is licensed in all 50 states and the District of Columbia.  EMCC has net admitted assets of almost $3.56 billion and total surplus of over $1.48 billion.  EMCC currently has an AM Best Company Rating of A (Excellent) with a stable outlook, and an issuer credit rating of “a+”.

After having analyzed EMCI’s prospects for enhancing shareholder value over the long-term, as well as various possible alternative strategies that could potentially improve EMCI’s shareholder value, we believe the proposed transaction is in the best interest of EMCI’s public shareholders.  As you are aware, the market for EMCI’s stock is relatively limited and illiquid.  Our proposed transaction will provide EMCI’s public shareholders with immediate and complete liquidity at a very significant premium to EMCI’s current share price.

We anticipate that our proposed transaction would be structured as a merger of a to-be-created wholly-owned subsidiary of EMCC with and into EMCI such that EMCI would become a wholly-owned subsidiary of EMCC. We are proposing a long-form merger structure (as opposed to a tender offer followed by a short-form merger) as we believe it allows for the most comprehensive disclosure of the proposed transaction to EMCI’s public shareholders, as well as provides EMCI’s public shareholders the ability to exercise their appraisal rights in connection with the proposed transaction.

We expect that a special committee consisting of independent members of EMCI’s board of directors would be formed to consider our proposed transaction.  We further expect that EMCI’s special committee would retain its own independent legal and financial advisors to assist in its review of the proposed transaction, and that the special committee would be fully empowered to act on behalf, and in the best interests, of EMCI and its public shareholders to review our proposal, consider alternatives thereto, negotiate the terms of our proposal with us, and recommend acceptance or rejection of our proposal.  We and our advisors are willing to engage in an open discussion with the special committee on any alternative transaction structures or alternative transactions so desired by the special committee. Our proposed transaction will be subject to a non-waivable condition requiring approval of the transaction by a majority of the shares of EMCI not owned by EMCC or EMCC’s directors or executive officers.

We will not proceed with the proposed transaction unless it is approved by EMCI’s special committee.  If the special committee does not recommend, or the public shareholders of EMCI do not approve, of our proposed transaction, then we would intend to continue as a long-term shareholder of EMCI.

We would expect to fund the acquisition of EMCI’s publicly-owned shares through a combination of existing cash and credit resources, which may include the issuance of surplus notes and/or a loan from the Federal Home Loan Bank.  Given our strong financial position and excellent credit rating, we are highly confident in our ability to obtain such financing and we would not anticipate subjecting our proposed transaction to a financing condition.

We would expect that, as a condition to our proposed transaction, all executive officers of EMCC would be required or agree to defer any accelerated vesting of their unvested EMCI restricted stock awards and restricted stock units in connection with our proposed transaction, since we do not believe our proposed transaction constitutes a “change in control” of EMCI.  Furthermore, we would require that the current unvested equity awards of EMCC’s executive officers and substantially all other employees continue to vest on their normal terms and be either frozen at value at the transaction price or be replaced with EMCC long-term incentives that would retain substantially the same financial incentive characteristics as their current unvested EMCI equity awards, and that the anticipated regularly scheduled 2019 EMCI restricted stock unit grants for all employees would be similarly treated in connection with the closing of our transaction.

Consummation of our proposed transaction would be contingent on special committee approval, “majority of the minority” shareholder approval, the conversion of unvested executive officer and substantially all other employee equity awards, receipt of any required regulatory approvals, and other customary conditions to closing.  Given our intimate first-hand knowledge of EMCI, we anticipate that our legal due diligence investigation of EMCI would be very limited, and the business-related representations and warranties we would require in any merger agreement would be relatively minimal.  As such, we are in a unique position to move expeditiously to negotiate and complete the transaction with very little execution risk.

EMCC has engaged Foley & Lardner LLP as its legal advisor and Boenning & Scattergood as its financial advisor in connection with the proposed transaction.

Due to EMCC’s obligations under the federal securities laws, we intend to promptly file a Schedule 13D, including a copy of this letter, with the Securities and Exchange Commission.  We will also issue a press release before the market opens tomorrow. A copy of our press release is attached for your reference.

2

This letter does not constitute a contract, commitment, undertaking or other binding obligation or limitation on the part of any person in any respect. In addition, this letter does not constitute an offer or proposal capable of acceptance, and this letter may be withdrawn at any time and in any manner. Any obligation of EMCC with respect to the proposed transaction will be only as set forth in a definitive executed written agreement.

We look forward to discussing our proposal with you at your convenience and working with you to complete the proposed transaction expeditiously and for the benefit of EMCI’s public shareholders.

Yours sincerely,

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

David J.W. Proctor, J.D.

Chairman of the Board of DirectorsEmployers Mutual Casualty Company

Attachment

3

EX-99.2

NEWS RELEASE

MEDIA ALERT: NO INTERVIEWS OR FURTHER COMMENTS WILL BE MADE AT THIS TIME.

EMPLOYERS MUTUAL CASUALTY COMPANY PROPOSES TO ACQUIRE ALL SHARES

OF EMC INSURANCE GROUP INC. COMMON STOCK IT DOES NOT OWN FOR $30 PER SHARE IN CASH

DES MOINES, Iowa Nov. 16, 2018 (GLOBENEWSWIRE) — Employers Mutual Casualty Company (EMCC) announced today that it has proposed to acquire all of the outstanding shares of common stock of EMC Insurance Group Inc. (Nasdaq: EMCI) (EMCI) that EMCC does not already own for $30 per share in cash, which represents a 26% premium over EMCI’s closing stock price on Nov. 14, 2018 and almost a 13% premium to EMCI’s book value per share.

EMCC currently owns approximately 55% of the outstanding shares of EMCI common stock.

EMCC believes that the proposed transaction is in the best interest of EMCI’s public shareholders. Given the relative limited market trading volume and illiquidity for EMCI’s stock, EMCC believes the transaction will provide EMCI’s public shareholders with immediate and complete liquidity at a significant premium to EMCI’s current share price.

EMCC expects that a special committee of independent directors of the EMCI board of directors will be formed to consider the proposed transaction, and that the special committee will be fully empowered to act on behalf, and in the best interests, of EMCI and its public shareholders, as well as retain its own independent legal and financial advisors to assist in its review of the proposed transaction. EMCC will not proceed with the proposed transaction unless it is approved by EMCI’s special committee.

EMCC is willing to engage in an open discussion with EMCI’s special committee on any alternative transaction structures or alternative transactions so desired by the special committee. In addition, EMCC’s proposed transaction will be subject to a non-waivable condition requiring approval of the proposed transaction by a majority of the shares of EMCI not owned by EMCC or EMCC’s directors or executive officers.

If EMCI’s special committee does not recommend, or the public shareholders of EMCI do not approve, of the proposed transaction, then EMCC would intend to continue as a long-term shareholder of EMCI.

While the proposal is being considered by the EMCI board of directors, business will continue as usual for EMC Insurance Companies. If the proposed transaction is eventually approved by EMCI’s board and shareholders, it should have no impact on the operations of EMC.

EMCC has engaged Foley & Lardner LLP as its legal advisor and Boenning & Scattergood as its financial advisor in connection with the proposed transaction.

Additional Information and Where to Find It

An agreement in respect of the proposed transaction described in this press release has not yet been executed, and this press release is not an offer to purchase or a solicitation of an offer to sell any securities. Any solicitation or offer will only be made through materials filed with the Securities and Exchange Commission (SEC). EMCI shareholders and other interested parties are urged to read these materials if and when they become available because they will contain important information. EMCI shareholders will be able to obtain such documents (when available) free of charge at the SEC’s website, www.sec.gov.

Forward-Looking Statement

This press release contains statements regarding the proposed transaction that may be deemed to be “forward-looking statements” within the meaning of applicable securities laws and EMCC may make related oral, forward-looking statements on or following the date hereof. Forward-looking statements, by their nature, are subject to a variety of inherent risks and uncertainties that could cause actual results to differ materially from the results projected. Many of these risks and uncertainties cannot be controlled by EMCC and include the possibility that discussions with the special committee of the EMCI board of directors may not be successful and the possibility that the proposed transaction may not be entered into or completed on the terms described in this press release or at all, including as a result of changes in the business or prospects of EMCI. Any forward-looking statements in this press release are made only as of the date of this press release. EMCC does not assume any obligation to publicly update any forward-looking statements except as required by law. No information contained on any website referenced in this press release is incorporated by reference herein.

About Employers Mutual Casualty Company

Employers Mutual Casualty Company is part of one of the top 50 insurance organizations in the country based on net written premium. EMCC was organized in 1911 to write workers’ compensation protection in Iowa. Today, operating under the trade name EMC Insurance Companies, EMC and its subsidiaries provide property and casualty insurance products and services throughout the United States and writes reinsurance contracts worldwide. EMCC is licensed in all 50 states and the District of Columbia. For more information, visit www.emcins.com.

About EMC Insurance Group Inc.

EMC Insurance Group Inc. is a publicly held insurance holding company, which was formed in 1974 and became publicly held in 1982. Its common stock trades on the Global Select Market tier of the Nasdaq Stock Market under the symbol EMCI. EMCI’s parent company is EMCC. Additional information regarding EMCI may be found at investors.emcins.com.

Media Contact:	Sandy PeddicordEMC Communications Manager-Public Relationssandy.f.peddicord@emcins.com 515-345-2008
Investor Relations:	Steve Walsh Director of Investor Relations steve.t.walsh@emcins.com 515-345-2515

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