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): May 26, 2005
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EMC INSURANCE GROUP INC.
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(Exact name of registrant as specified in its charter)
Iowa 0-10956 42-623455
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
717 Mulberry Street, Des Moines, Iowa 50309
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(Address of principal executive office) (Zip Code)
(515) 280-2902
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(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On May 26, 2005, the stockholders of EMC Insurance Group Inc. (the
"Company") approved an amendment to the 2003 Employers Mutual Casualty
Company Incentive Stock Option Plan (the "Plan") which increases the number
of shares of common stock reserved for issuance under the Plan from
500,000 to 1,500,000. The Boards of Directors of Employers Mutual
Casualty Company (Employers Mutual) and the Company previously approved
the amendment, subject to the approval of Employers Mutual's policyholders
and the Company's stockholders. The policyholders of Employers
Mutual approved the amendment to the Plan on March 9, 2005.
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 beliefs, assumptions and expectations
of the Company's future performance, taking into account all information
currently available to management. These beliefs, assumptions and
expectations can change as the result of many possible events or factors, not
all of which are known to management. If a change occurs, the Company's
business, financial condition, liquidity, results of operations, plans and
objectives may vary materially from those expressed in the forward-looking
statements. 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; the
adequacy of loss and settlement expense reserves; state and federal
legislation and regulations; changes in our industry, interest rates or the
performance of financial markets and the general economy; rating agency
actions and other risks and uncertainties inherent to the Company's business.
When the Company uses the words "believe", "expect", "anticipate", "estimate"
or similar expressions, the Company intends to identify forward-looking
statements. You should not place undue reliance on these forward-looking
statements.
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.
EMC INSURANCE GROUP INC.
Registrant
/s/ Bruce G. Kelley
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Bruce G. Kelley
President & Chief Executive Officer
/s/ Mark E. Reese
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Mark E. Reese
Senior Vice President &
Chief Financial Officer
May 26, 2005