form8-k.htm
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 28, 2010


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))
 
 
 
 

Item 1.01
Entry into a Material Definitive Agreement.

On February 3, 2010, EMC Insurance Group Inc. (the “Company”) issued a press release announcing that the terms of the quota share reinsurance agreement between the Company’s reinsurance subsidiary, EMC Reinsurance Company, and Employers Mutual Casualty Company (Employers Mutual), the Company’s parent organization, have been revised for 2010. Effective January 1, 2010, the reinsurance subsidiary’s retention, or cap, on losses assumed per event increased from $2.0 million to $3.0 million.  This change is a result of management’s efforts to ensure that the terms of the agreement are fair and equitable to both parties. This revision was approved at a joint meeting of the Inter-Company Committees of the boards of directors of the Company and Employers Mutual on January 28, 2010.  The agreement is filed as Exhibit 10.1.2.  The press release is furnished as Exhibit 99.


Item 7.01
Regulation FD Disclosure.

On February 3, 2010, the Company issued a press release announcing management is increasing its 2009 operating income1 guidance from the previous range of $1.80 to $2.05 per share, to a revised range of $2.50 to $2.60 per share. The revised range is based on a projected GAAP combined ratio of 100.2 percent.  Additional financial information will be available when management reports fourth quarter and year-end financial results on February 25, 2010.  For 2010, management is projecting operating income in a range of $1.90 to $2.15 per share based on a projected GAAP combined ratio of 103.7 percent.  The press release is furnished as Exhibit 99.

1The Company uses a non-GAAP financial measure called “operating income” that management believes is useful to investors because it illustrates the performance of our normal, ongoing operations, which is important in understanding and evaluating our financial condition and results of operations. While this measure is consistent with measures utilized by investors to evaluate performance, it is not a substitute for the U.S. GAAP financial measure of net income.

Item 9.01
Financial statements and Exhibits.

 
(c)
Exhibits.

Exhibit Number
  
Description
     
10.1.2
  
Restated Quota Share Reinsurance Retrocessional Agreement, as amended
99
  
Press Release

The information contained in this Current Report under Item 7.01 as well as Exhibit 99, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 
 
 

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 February 3, 2010.


 
EMC INSURANCE GROUP INC.
 
Registrant
   
 
/s/  Bruce G. Kelley
 
Bruce G. Kelley
 
President & Chief Executive Officer
  (Principal Executive Officer) 

 
/s/  Mark E. Reese
 
Mark E. Reese
 
Senior Vice President and
 
Chief Financial Officer
  (Principal Finanical and Accounting Officer) 


EXHIBIT INDEX

Exhibit Number
  
Description
     
 
Restated Quota Share Reinsurance Retrocessional Agreement, as amended
 
Press Release