UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1995
----------------------------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM to
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Commission File Number: 0-10956
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EMC INSURANCE GROUP INC.
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(Exact name of registrant as specified in its charter)
Iowa 42-6234555
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
717 Mulberry Street, Des Moines, Iowa 50309
- --------------------------------------- ------------------
(Address of principal executive office) (Zip Code)
(515) 280-2581
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
---- ----
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at April 30, 1995
----- -------------------------------
Common stock, $1.00 par value 10,643,101
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Total pages 14
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PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements
- ------- ---------------------
EMC INSURANCE GROUP INC. AND SUBSIDIARIES
Consolidated Balance Sheets
March 31, December 31,
1995 1994
------------ ------------
(Unaudited)
ASSETS
Investments:
Fixed maturities:
Securities held-to-maturity, at amortized cost
(market value $263,441,262 and $238,721,488) $260,701,422 $243,649,720
Securities available-for-sale, at market value
(amortized cost $64,628,775 and $77,808,992) 64,886,646 76,492,396
Equity securities available-for-sale, at market
value (cost $3,387,500 and $0) ............... 3,523,247 -
Short-term investments, at cost ................ 12,865,814 16,029,426
------------ ------------
Total investments ..................... 341,977,129 336,171,542
Cash ............................................. 1,000,600 1,258,221
Indebtedness of related party .................... 848,148 -
Accrued investment income ........................ 5,680,375 5,560,633
Accounts receivable .............................. 1,012,845 1,280,550
Deferred policy acquisition costs ................ 8,475,536 8,393,635
Deferred income taxes ............................ 14,135,358 14,190,499
Intangible assets, including goodwill, at cost
less accumulated amortization of $1,708,271
and $1,674,643 ................................. 1,849,549 1,883,177
Reinsurance receivables .......................... 14,367,100 14,935,048
Prepaid reinsurance premiums ..................... 2,476,329 2,121,033
Other assets ..................................... 1,440,927 1,575,540
------------ ------------
Total assets .......................... $393,263,896 $387,369,878
============ ============
See accompanying Notes to Interim Consolidated Financial Statements.
EMC INSURANCE GROUP INC. AND SUBSIDIARIES
Consolidated Balance Sheets
March 31, December 31,
1995 1994
------------ ------------
(Unaudited)
LIABILITIES
Losses and settlement expenses ................... $206,136,942 $203,181,615
Unearned premiums ................................ 47,061,603 47,672,570
Other policyholders' funds ....................... 3,165,633 3,102,609
Indebtedness to related party .................... - 937,356
Income taxes payable ............................. 2,193,000 1,736,000
Postretirement benefits .......................... 4,168,132 4,086,674
Deferred income .................................. 1,189,977 1,283,662
Other liabilities ................................ 7,770,285 8,642,703
------------ ------------
Total liabilities ............................ 271,685,572 270,643,189
------------ ------------
STOCKHOLDERS' EQUITY
Common stock, $1 par value, authorized 20,000,000
shares; issued and outstanding, 10,660,914
shares in 1995 and 10,587,629 shares in 1994 ... 10,660,914 10,587,629
Additional paid-in capital ....................... 57,821,454 57,162,911
Unrealized holding gains (losses) on fixed
maturity securities available-for-sale,
net of tax ..................................... 170,194 (1,316,596)
Unrealized holding gains on equity securities
available-for-sale, net of tax ................. 89,593 -
Retained earnings ................................ 53,026,065 50,402,812
Treasury stock, at cost (18,550 shares in 1995
and 10,931 shares in 1994) ..................... (189,896) (110,067)
------------ ------------
Total stockholders' equity ................... 121,578,324 116,726,689
------------ ------------
Total liabilities and stockholders' equity ... $393,263,896 $387,369,878
============ ============
See accompanying Notes to Interim Consolidated Financial Statements.
EMC INSURANCE GROUP INC. AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited)
Three months ended
March 31,
------------------------
1995 1994
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REVENUES:
Premiums earned .................................. $40,000,170 $40,308,915
Investment income, net ........................... 5,847,141 4,925,577
Realized investment gains ........................ 698 307,204
Other income ..................................... 93,685 118,681
----------- -----------
45,941,694 45,660,377
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LOSSES AND EXPENSES:
Losses and settlement expenses ................... 27,736,609 30,510,688
Dividends to policyholders ....................... 706,417 1,030,156
Amortization of deferred policy acquisition costs 7,696,906 7,287,527
Other underwriting expenses ...................... 4,273,453 3,772,235
----------- -----------
40,413,385 42,600,606
----------- -----------
Income before income taxes ...................... 5,528,309 3,059,771
----------- -----------
INCOME TAXES:
Current .......................................... 1,606,895 1,121,750
Deferred ......................................... (78,689) (364,523)
----------- -----------
1,528,206 757,227
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Net income ................................. $ 4,000,103 $ 2,302,544
=========== ===========
Earnings per share ................................. $.38 $.22
=========== ===========
Dividend per share ................................. $.13 $.13
=========== ===========
Average number of shares outstanding ............... 10,594,512 10,336,183
=========== ===========
See accompanying Notes to Interim Consolidated Financial Statements.
EMC INSURANCE GROUP INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
Three months ended
March 31,
--------------------------
1995 1994
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income .................................... $ 4,000,103 $ 2,302,544
------------ ------------
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Losses and settlement expenses ............ 2,955,327 3,778,255
Unearned premiums ......................... (610,967) (630,944)
Other policyholders' funds ................ 63,024 493,799
Deferred policy acquisition costs ......... (81,901) 67,208
Indebtedness of related party ............. (1,785,504) 14,684,292
Accrued investment income ................. (119,742) (91,831)
Accrued income taxes:
Current ................................. 457,000 1,100,000
Deferred ................................ (78,688) (364,523)
Provision for amortization ................ (1,744) 2,872
Realized investment gains ................. (698) (307,204)
Postretirement benefits ................... 81,458 140,358
Reinsurance receivables ................... 567,948 308,605
Prepaid reinsurance premiums .............. (355,296) (383,110)
Amortization of deferred income ........... (93,685) (118,681)
Other, net ................................ (470,100) (2,043,763)
------------ ------------
526,432 16,635,333
------------ ------------
Net cash provided by
operating activities ................ 4,526,535 18,937,877
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed maturity securities
held-to-maturity ............................ (22,204,536) (19,534,553)
Maturities of fixed maturity securities
held-to-maturity ............................ 5,182,886 13,923,082
Purchases of fixed maturity securities
available-for-sale .......................... (12,369,869) (73,662,544)
Maturities of fixed maturity securities
available-for-sale .......................... 25,556,102 62,595,399
Purchases of equity securities
available-for-sale .......................... (3,387,500) -
Sale of equity securities available-for-sale .. - 500,000
Net sales (purchases) of short-term investments 3,163,612 (1,608,378)
------------ ------------
Net cash used in investing activities ....... (4,059,305) (17,786,994)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock ...................... 243,749 199,174
Dividends paid to stockholders ................ (888,771) (870,956)
Purchase of treasury stock, net ............... (79,829) -
------------ ------------
Net cash used in financing activities ..... (724,851) (671,782)
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NET (DECREASE) INCREASE IN CASH ................. (257,621) 479,101
Cash at beginning of year ....................... 1,258,221 675,203
------------ ------------
Cash at end of quarter .......................... $ 1,000,600 $ 1,154,304
============ ============
Income taxes paid ............................... $ 810,000 $ 18,873
Interest paid ................................... 896 -
EMC INSURANCE GROUP INC. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements
(Unaudited)
March 31, 1995
Note 1
- ------
The results of operations for the interim periods reported are not
necessarily indicative of results to be expected for the year. The
information reflects all adjustments which are, in the opinion of
management, necessary to a fair statement of the results for the interim
periods.
Note 2
- ------
Certain amounts previously reported in prior year consolidated financial
statements have been reclassified to conform to current year presentation.
EMC INSURANCE GROUP INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial
- ------- Condition and Results of Operations
(Unaudited)
OVERVIEW
EMC Insurance Group Inc. (the "Company"), an approximately 67 percent
owned subsidiary of Employers Mutual Casualty Company (Employers Mutual), is an
insurance holding company with operations in property and casualty insurance,
reinsurance, nonstandard risk automobile insurance and excess and surplus lines
insurance management. Property and casualty insurance is the most significant
segment, representing 71.1 percent of consolidated premium income.
The three property and casualty insurance subsidiaries of the Company and
two subsidiaries of Employers Mutual are parties to reinsurance pooling
agreements with Employers Mutual (collectively the "pooling agreement"). Under
the terms of the pooling agreement, each company cedes to Employers Mutual all
of its insurance business and assumes from Employers Mutual an amount equal to
its participation in the pool. All losses, settlement expenses and other
underwriting and administrative expenses, excluding the voluntary reinsurance
business assumed by Employers Mutual from unaffiliated insurance companies, are
prorated among the parties on the basis of participation in the pool. The
aggregate participation of the Company's property and casualty insurance
subsidiaries is 22 percent. Operations of the pool give rise to intercompany
balances with Employers Mutual, which are settled on a quarterly basis. The
investment programs and income tax liabilities of the pool participants are not
subject to the pooling agreement.
The purpose of the pooling agreement is to reduce the risk of an exposure
insured by any of the pool participants by spreading it among all the
companies. The pooling agreement produces a more uniform and stable
underwriting result from year to year for all companies in the pool than might
be experienced individually. In addition, each company benefits from the
capacity of the entire pool, rather than being limited to policy exposures of a
size commensurate with its own assets, and from the wide range of policy forms
and lines of insurance written and the variety of rate filings and commission
plans offered by each of the companies. A single set of reinsurance treaties
is maintained for the protection of all six companies in the pool.
The Company's reinsurance subsidiary assumes a 95 percent quota share
portion of Employers Mutual's assumed reinsurance business, exclusive of
certain reinsurance contracts. The reinsurance subsidiary receives 95 percent
of all premiums and assumes 95 percent of all related losses and settlement
expenses of this business. Since 1993, losses in excess of $1,000,000 per
event are retained by Employers Mutual. The reinsurance subsidiary does not
reinsure any of Employers Mutual's direct insurance business, nor any
"involuntary" facility or pool business that Employers Mutual assumes pursuant
to state law. In addition, the reinsurance subsidiary is not liable for credit
risk in connection with the insolvency of any reinsurers of Employers Mutual.
The Company's nonstandard risk automobile insurance subsidiary specializes
in insuring private passenger automobile risks that are found to be
unacceptable in the normal automobile market.
The excess and surplus lines insurance management company provides
insurance agents with access to the excess and surplus lines markets and also
functions as managing underwriter for such lines for Employers Mutual and
several of the pool members.
The results of operations for the interim periods reported are not
necessarily indicative of results to be expected for the year. The information
reflects all adjustments which are, in the opinion of management, necessary to
a fair statement of the results for the interim periods.
EMC INSURANCE GROUP INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial
- ------- Condition and Results of Operations, Continued
(Unaudited)
CONSOLIDATED RESULTS OF OPERATIONS
Operating results for the three months ended March 31, 1995 and 1994 are as
follows:
($ in thousands) 1995 1994
-------- --------
Premiums earned .......................... $ 40,000 $ 40,309
Losses and settlement expenses ........... 27,737 30,511
Other expenses ........................... 12,677 12,090
-------- --------
Underwriting loss ........................ (414) (2,292)
Net investment income .................... 5,847 4,926
Realized investment gains ................ 1 307
Other income ............................. 94 119
-------- --------
Operating income before income taxes ..... $ 5,528 $ 3,060
======== ========
Incurred losses and settlement expenses:
Insured events of the current year ..... $ 24,879 $ 28,240
Increase in provision for insured
events of prior years ................ 2,858 2,271
-------- --------
Total losses and settlement expenses .. $ 27,737 $ 30,511
======== ========
Catastrophe losses ....................... $ 417 $ 1,683
======== ========
Operating income before income taxes increased 80.7 percent to $5,528,000
for the three months ended March 31, 1995 from $3,060,000 for the same period
in 1994. This increase is primarily due to a significant improvement in the
operating results of the reinsurance subsidiary. Operating results for the
property and casualty insurance subsidiaries and the excess and surplus lines
insurance management subsidiary also improved, while results for the
nonstandard risk automobile insurance subsidiary declined.
Premiums earned decreased .8 percent to $40,000,000 for the three months
ended March 31, 1995 from $40,309,000 for the same period in 1994. An increase
in premium income in the reinsurance subsidiary was more than offset by
declines in the nonstandard risk automobile subsidiary and the property and
casualty insurance subsidiaries.
Losses and expenses decreased 5.1 percent to $40,414,000 for the three
months ended March 31, 1995 from $42,601,000 for the same period in 1994. This
decrease is primarily due to a decline in catastrophe losses, which totaled
$417,000 for the three months ended March 31, 1995 compared to $1,683,000 for
the same period in 1994.
Net investment income increased 18.7 percent to $5,847,000 for the three
months ended March 31, 1995 from $4,926,000 for the same period in 1994. This
increase reflects a larger invested asset balance as well as higher interest
rates.
Realized investment gains decreased to $1,000 for the three months ended
March 31, 1995 from $307,000 for the same period in 1994. This decrease
reflects fewer calls and prepayments on fixed maturity securities due to the
rise in interest rates.
Other income for the three months ended March 31, 1995 was $94,000
compared to $119,000 for the same period in 1994. These amounts represent the
amortization of deferred income related to reserve discounting on the
commutation of one of the reinsurance subsidiary's reinsurance contracts under
the quota share agreement in 1993.
EMC INSURANCE GROUP INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial
- ------- Condition and Results of Operations, Continued
(Unaudited)
SEGMENT RESULTS
Property and Casualty Insurance
Operating results for the three months ended March 31, 1995 and 1994 are as
follows:
($ in thousands) 1995 1994
-------- --------
Premiums earned .......................... $ 28,427 $ 28,559
Losses and settlement expenses ........... 19,647 20,247
Other expenses ........................... 9,202 8,906
-------- --------
Underwriting loss ........................ (422) (594)
Net investment income .................... 3,939 3,283
Realized investment gains ................ - 221
-------- --------
Operating income before income taxes ..... $ 3,517 $ 2,910
======== ========
Incurred losses and settlement expenses:
Insured events of the current year ..... $ 18,261 $ 19,283
Increase in provision for insured
events of prior years ................ 1,386 964
-------- --------
Total losses and settlement expenses .. $ 19,647 $ 20,247
======== ========
Catastrophe losses ....................... $ 318 $ 619
======== ========
Premiums earned decreased slightly to $28,427,000 for the three months
ended March 31, 1995 from $28,559,000 for the same period in 1994. Production
increases for 1995 continue to be hampered by intense rate competition and
management does not expect market conditions to change during 1995. Overall, a
small increase in premium volume for the year is expected.
Underwriting loss decreased 29.0 percent to $422,000 for the three months
ended March 31, 1995 from $594,000 for the same period in 1994. Underwriting
results improved in the personal lines of business due to the lack of severe
weather-related losses as well as management continuing to improve the
marketing and underwriting of the personal lines of business in order to obtain
the best selection of business. The commercial liability lines showed improved
results for the first three months of 1995 while the commercial property line
deteriorated due to several large losses. Ongoing medial claims management and
reform measures implemented by several states to control costs continue to
improve the workers' compensation line of business. By monitoring this reform
on a state by state basis and writing more business in states that show a
potential for profit, management has been able to achieve improved results.
EMC INSURANCE GROUP INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial
- ------- Condition and Results of Operations, Continued
(Unaudited)
Reinsurance
Operating results for the three months ended March 31, 1995 and 1994 are as
follows:
($ in thousands) 1995 1994
-------- --------
Premiums earned ............................ $ 8,975 $ 8,461
Losses and settlement expenses ............. 5,995 7,916
Other expenses ............................. 2,876 2,401
-------- --------
Underwriting gain (loss) ................... 104 (1,856)
Net investment income ...................... 1,480 1,296
Realized investment gains .................. 1 77
Other income ............................... 94 119
-------- --------
Operating income (loss) before income taxes $ 1,679 $ (364)
======== ========
Incurred losses and settlement expenses:
Insured events of the current year ....... $ 4,555 $ 6,243
Increase in provision for insured
events of prior years .................. 1,440 1,673
-------- --------
Total losses and settlement expenses .... $ 5,995 $ 7,916
======== ========
Catastrophe losses ......................... $ 99 $ 1,064
======== ========
Premiums earned increased 6.1 percent to $8,975,000 for the three months
ended March 31, 1995 from $8,461,000 for the same period in 1994. This
increase primarily reflects additional premium volume on new and existing pro
rata contracts. Premiums for 1995 are expected to remain above 1994 levels
through June, but then decline with the expiration of four large national pro
rata accounts which were cancelled effective December 31, 1994. Overall,
premiums for 1995 are expected to show only a slight increase. During 1995,
more emphasis will be placed upon writing excess of loss business in non-
hurricane prone areas and increasing participation on existing contracts that
have favorable terms. Pro rata business will continue to be written, but the
emphasis will be on local and regional accounts and excess of loss business.
Some national account pro rata business will remain, but with terms that
provide appropriate limitations and protections for catastrophe exposure.
Underwriting gain for the three months ended March 31, 1995 was $104,000
compared to an underwriting loss of $1,856,000 for the same period in 1994.
Loss experience improved significantly due in part to a decline in catastrophe
losses, which totaled $99,000 for the three months ended March 31, 1995 and
$1,064,000 for the same period in 1994. In addition to catastrophe losses,
results for the first three months of 1994 were adversely affected by crop hail
losses totaling $700,000, which were not present in the first three months of
1995.
EMC INSURANCE GROUP INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial
- ------- Condition and Results of Operations, Continued
(Unaudited)
Nonstandard Risk Automobile Insurance
Operating results for the three months ended March 31, 1995 and 1994 are as
follows:
($ in thousands) 1995 1994
-------- --------
Premiums earned ............................ $ 2,598 $ 3,289
Losses and settlement expenses ............. 2,095 2,348
Other expenses ............................. 700 820
-------- --------
Underwriting (loss) gain ................... (197) 121
Net investment income ...................... 308 291
Realized investment gains .................. - 5
-------- --------
Operating income before income taxes ....... $ 111 $ 417
======== ========
Incurred losses and settlement expenses:
Insured events of the current year ....... $ 2,063 $ 2,714
Increase (decrease) in provision for
insured events of prior years .......... 32 (366)
-------- --------
Total losses and settlement expenses .... $ 2,095 $ 2,348
======== ========
Premiums earned decreased 21.0 percent to $2,598,000 for the three months
ended March 31, 1995 from $3,289,000 for the same period in 1994. Rate
competition in the nonstandard market combined with the continued relaxing of
underwriting standards in the standard market has led to a decrease in premium
volume. Several companies in the nonstandard market are currently writing
business at a discounted rate in an attempt to gain market share. The company
has elected to emphasize profitability over premium volume and has not reduced
rates in order to retain business.
Underwriting loss for the first three months of 1995 was $197,000 compared
to an underwriting gain of $121,000 for the same period in 1994. Underwriting
results for 1994 benefited from a decrease in the provision for insured events
of prior years of $366,000.
Excess and Surplus Lines Insurance Management
Operating income before income taxes increased to $222,000 for the three
months ended March 31, 1995 from $124,000 for the same period in 1994. The
improvement in 1995 operations is the result of a continued emphasis on writing
more excess and surplus lines business through Employers Mutual's agency force.
Parent Company
Operating income before income taxes was $0 for the three months ended
March 31, 1995 compared to an operating loss of $27,000 for the same period in
1994. This improvement is primarily due to an increase in investment income
caused by higher interest rates.
EMC INSURANCE GROUP INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial
- ------- Condition and Results of Operations, Continued
(Unaudited)
OTHER INFORMATION
The majority of the Company's assets are invested in fixed maturities.
These investments provide a substantial amount of income which offsets
underwriting losses and contributes to net earnings. As these investments
mature the proceeds will be reinvested at current rates, which may be higher or
lower than those now being earned; therefore, more or less investment income
may be available to contribute to net earnings depending on the interest rate
level.
LIQUIDITY AND CAPITAL RESOURCES
The Company maintains a portion of the investment portfolio in relatively
short-term and highly liquid investments to ensure the availability of funds to
meet claims and expenses. The remainder of the investment portfolio is
invested in securities with maturities that approximate the anticipated
liabilities of the insurance issued. Net unrealized holding gains on fixed
maturity securities available-for-sale totaled $170,000 at March 31, 1995.
This compares to net unrealized holding losses of $1,317,000 at December 31,
1994. Since the Company does not actively trade in the bond market, such
fluctuations in the market value of these investments are not expected to have
a material impact on the operations of the Company. The Company closely
monitors the bond market and makes appropriate adjustments in investment policy
as changing conditions warrant.
During the first three months of 1995, the Company invested approximately
$3,500,000 in equity securities. The Company plans to reinvest approximately
$10,000,000 of additional short-term funds and maturing U.S. Treasury Bills
into equity securities by June 30, 1995. The overall liquidity position of the
Company will not be affected by these investments. Net unrealized holding
gains on equity securities totaled $90,000 at March 31, 1995.
The major ongoing sources of the Company's liquidity are insurance premium
income, investment income and cash provided from maturing or liquidated
investments. The principal outflows of cash are payments of claims,
commissions, premium taxes, operating expenses, income taxes, dividends and
investment purchases.
As of March 31, 1995, the Company had no material commitments for capital
expenditures.
EMC INSURANCE GROUP INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION
- -------- -----------------
Item 6. Exhibits and Reports on Form 8-K
- ------- --------------------------------
(a) None.
(b) No Form 8-K was filed by the registrant during the quarter ended
March 31, 1995.
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, thereunto duly authorized.
EMC INSURANCE GROUP INC.
Registrant
/s/ E. H. Creese
--------------------------
E. H. Creese
Senior Vice President & Treasurer
(Chief Financial Officer)
Date: May 11, 1995