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): January 8, 2019


EMC INSURANCE GROUP INC.
(Exact name of registrant as specified in its charter)

Iowa
 
0-10956
 
42-6234555
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)

717 Mulberry Street, Des Moines, Iowa
 
50309
(Address of Principal Executive Offices)
 
(Zip Code)

(515) 345-2902
(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o







Item 8.01
Other Events
On January 9, 2019, EMC Insurance Group Inc. (the "Company") issued a press release announcing that the special committee of its board of directors (the "Special Committee"), established to consider the non-binding indicative share acquisition proposal received from Employers Mutual Casualty Company on November 15, 2018, has selected legal counsel and a financial advisor to assist the Special Committee in reviewing, evaluating and responding to the proposal. The press release is furnished as Exhibit 99.
Item 9.01
Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit Number
 
Description

99
 



SIGNATURES

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, on January 9, 2019.


EMC INSURANCE GROUP INC.
Registrant
 
 
/s/ Mark E. Reese
Mark E. Reese
Senior Vice President and
Chief Financial Officer





EXHIBIT 99



IMAGEA19.JPG
NEWS RELEASE

EMC Insurance Group Inc. Announces Special Committee Retention of Legal Counsel and Financial Advisor

DES MOINES, Iowa (January 9, 2019) - EMC Insurance Group Inc. (Nasdaq: EMCI) (the “Company”) today announced that the special committee of its board of directors (the “Special Committee”) has retained Willkie Farr & Gallagher LLP as the Special Committee’s legal counsel and Sandler O’Neill + Partners, L.P. as its independent financial advisor in connection with its review, evaluation and response to the non-binding proposal letter dated November 15, 2018 from Employers Mutual Casualty Company (“EMCC”) to acquire all of the outstanding common stock of the Company not already owned by EMCC (the “Proposal”).

The Special Committee is considering and evaluating the Proposal. The Special Committee cautions the Company’s stockholders and others considering trading in the Company’s common stock that no decisions have been made with respect to the Company’s response to the Proposal. There can be no assurance that any definitive agreement will be finalized and executed or that the proposed transaction or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide updates with respect to this or any other transaction, except as required under applicable law.

About EMC Insurance Group Inc.
EMC Insurance Group Inc. is a publicly held insurance holding company with operations in property and casualty insurance and reinsurance, which was formed in 1974 and became publicly held in 1982. The Company’s common stock trades on the Global Select Market tier of the Nasdaq Stock Market under the symbol EMCI. Additional information regarding the Company may be found at investors.emcins.com. The Company’s parent company is EMCC. The Company and EMCC, together with their subsidiary and affiliated companies, conduct operations under the trade name EMC Insurance Companies.

Cautionary Note Regarding Forward-Looking Statements
This news release contains statements regarding the Proposal that may be deemed to be “forward-looking statements” within the meaning of applicable securities laws, and the Company may make related 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 the Company and include the possibility that discussions with EMCC may not be successful and the possibility that any proposed transaction with EMCC may not be entered into or completed on the terms contained in the Proposal or at all, including as a result of changes in the business or prospects of the Company or EMCC. As a result, undue reliance should not be placed on these forward-looking statements. Any forward-looking statements in this news release are made only as of the date of this news release. The Company does not assume any obligation to publicly update any forward-looking statements except as required by law.

Contacts
Investors:      Steve Walsh, 515-345-2515, steve.t.walsh@emcins.com             
Media:          Lisa Hamilton, 515-345-7589, lisa.l.hamilton@emcins.com