As filed with the Securities and Exchange Commission on December 17, 1997
Registration No. 33-34499
______________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
______________________________________
EMC INSURANCE GROUP INC.
(Exact name of registrant as specified in its charter)
Iowa 42-6234555
- ---------------------------------- -------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
717 Mulberry Street, Des Moines, Iowa 50309 (515) 280-2511
----------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Bruce G. Kelley
President and Chief Executive Officer
EMC Insurance Group Inc.
717 Mulberry Street
Des Moines, Iowa 50309
(515) 280-2511
Copy to:
G. R. Neumann, Esq.
Nyemaster, Goode, Voigts,
West Hansell & O'Brien, P.C.
700 Walnut, Suite 1600
Des Moines, IA 50309
(515) 283-3121
- -----------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including area code
of agent for service)
Approximate date of commencement of proposed sale to the public:
upon filing of this Post-Effective Amendment No. 1.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [X]
<PAGE>
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
Title Of Amount to Proposed Proposed Amount of
Each Class be Registered Maximum offering Maximum Aggregate Registration
Of price per unit offering price Fee
Securities (1) (2) (1)(2) (3)
To Be
Registered
- ---------- -------------- ----------------- ----------------- ------------
Common Stock 2,000,000 $ 14.00 $ 28,000,000 $6,005
(par value $1.00) Shares
- -----------------------------------------------------------------------------
(1) On April 27, 1990, Registration Statement No. 33-34499 was filed to
register 1,000,000 shares of Common Stock, par value $1.00. An
additional 1,000,000 shares of Common Stock, par value $1.00, are
being registered hereby.
(2) Calculated using the last sale price on the NASDAQ National Market
System on December 12, 1997. Estimated solely for purposes of
calculating the registration fee pursuant to Rule 457(c).
(3) On April 27, 1990, registration fees of $1,875.00 were paid with
respect to the 1,000,000 shares of Common Stock pursuant to
Registration Statement No. 33-34499. Additional fees of $ 4,130
with respect to an additional 1,000,000 shares of Common Stock
pursuant to this Post-Effective Amendment No. 1 are being paid on
the date hereof.
<PAGE>
PROSPECTUS
EMC INSURANCE GROUP INC.
Amended and Restated Dividend Reinvestment and Common Stock Purchase Plan
Common Stock
--------------
The Amended and Restated Dividend Reinvestment and Common Stock Purchase Plan
(the "Plan") of EMC Insurance Group Inc. (the "Company") provides holders of
shares of the Company's Common Stock with a simple and convenient method of
purchasing additional shares of the Company's Common Stock without payment of
any brokerage commission or service charge. Any holder of shares of Common
Stock is eligible to participate in the Plan.
Participants in the Plan may select either or both of the following:
- any shareholder may have all or part of their cash dividends on their
shares of the Company's Common Stock automatically reinvested and/or
- any shareholder may invest by making optional cash payments of not less
than $100 per payment and up to $9,000 per quarter.
The purchase price of shares purchased with reinvested Common Stock
dividends or with optional cash payments on any dividend payment date will be
100 percent of the last sale price of the Common Stock as reported on the NASDAQ
National Market System on such dividend payment date (or the next preceding day
on which such prices are reported if they are not so reported on
such dividend payment date).
Any provision of the Plan, including the ability to invest by making
optional cash payments, may be suspended, modified or eliminated at any time by
the Company.
All questions and inquiries concerning the Plan should be addressed as
follows:
UMB Bank, n.a.
Securities Transfer Division
P. O. Box 410064
Kansas City, MO 64141-0064
Telephone: 800-884-4225
FAX: 816-221-0438
RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.
______________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
______________________________________
The date of this Prospectus is December 17, 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington D.C. 20549 and at the following Regional Offices of the Commission:
New York Regional Office, 7 World Trade Center, Suite 1300, New York, New York
10048; and the Chicago Regional Office, Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can
be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. With respect to
documents filed by the Company electronically with the Commission, copies of
such material may be obtained at the Commission's Web site at
http://www.sec.gov.
The Company has filed with the Commission a Registration Statement under
the Securities Act of 1933, as amended, with respect to the Common Stock offered
hereby. This Prospectus does not contain all the information in the
Registration Statement and the exhibits and schedules thereto, certain portions
of which have been omitted pursuant to the rules and regulations of the
Commission. The information so omitted may be obtained from the offices of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at the fees
prescribed by the Commission.
Reference is hereby made to the Registration Statement and to the exhibits
relating thereto for further information with respect to the Company and the
securities offered hereby. Statements contained herein concerning the
provisions of documents are summaries of such documents, and each such statement
is qualified in its entirety by reference to the copy of the applicable document
filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the Commission, are
incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the calendar year ended
December 31, 1996, filed pursuant to Section 13 of the Exchange Act.
(2) The Company's Quarterly Report on Form 10-Q for the three-month
period ended March 31, 1997, filed pursuant to Section 13 of the
Exchange Act.
(3) The Company's Quarterly Report on Form 10-Q for the three-month
period ended June 30, 1997, filed pursuant to Section 13 of the
Exchange Act.
<PAGE>
(4) The Company's Quarterly Report on Form 10-Q for the three-month
period ended September 30, 1997, filed pursuant to Section 13 of the
Exchange Act.
(5) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A under Section 12 of the Exchange
Act, including any amendments or reports filed for the purpose of
updating such description.
(6) All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the
termination of the offering made hereby shall be deemed to be
incorporated by reference herein and to be a part hereof from the
date of the filing of such reports and documents. Any statement
contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for
the purpose of this Prospectus to the extent that such a statement
contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies
or supersedes such document.
The Company undertakes to provide, without charge to each person to whom a
Prospectus is delivered, upon written or oral request of such person, a copy of
any and all of the information that has been incorporated by reference in the
Registration Statement of which this Prospectus is a part (not including
exhibits to the information that is incorporated by reference herein unless
such exhibits are specifically incorporated by reference into the information
incorporated by reference). Such oral or written request may be made to: EMC
Insurance Group Inc., 717 Mulberry Street, Des Moines, Iowa 50309, Attention:
Corporate Secretary.
<PAGE>
THE COMPANY
The Company is an insurance holding company with operations in property
and casualty insurance, nonstandard risk automobile insurance, reinsurance and
an excess and surplus lines insurance agency. Approximately 67 percent of the
Company's Common Stock is owned by Employers Mutual Casualty Company
("Employers Mutual"). The Company's property and casualty insurance business
is conducted through a pool which includes Employers Mutual and other Employers
Mutual affiliates. The Company's reinsurance subsidiary assumes a 100 percent
quota share portion of Employers Mutual's assumed reinsurance business,
exclusive of certain reinsurance contracts.
The Company's business address is 717 Mulberry Street, Des Moines, Iowa
50309 (telephone number 515-280-2511).
USE OF PROCEEDS
The Company is unable to determine and has no basis for estimating either
the number of shares of Common Stock that will be purchased under the Plan or
the proceeds that will be received by the Company from the sale of such shares.
The Company presently proposes to use the proceeds from the sale of Common Stock
offered hereby to increase the invested assets of the Company which will provide
the Company with increased capacity to write insurance. The ability of an
insurance company to expand its volume of business depends in part on the amount
of its statutory capital and surplus.
THE PLAN
Description of the Plan
The following is a statement of the provisions of the Plan in a question
and answer format. The Plan is hereby incorporated by reference and all terms
defined therein, unless indicated otherwise in the Prospectus, shall have the
same meaning herein.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide all owners of the Company's Common
Stock with a simple and convenient way to invest cash dividends in the
Company's Common Stock and make optional cash purchases of the Company's Common
Stock at a price equal to 100 percent of market value, but without payment of
any brokerage commission or service charge. The shares of Common
Stock will be purchased directly from the Company under the Plan from its
authorized but unissued Common Stock.
<PAGE>
Advantages
2. What are the advantages of the Plan?
The Plan provides shareholders with a systematic method of purchasing
additional shares of the Company's Common Stock. Participants in the Plan may:
(a) have dividends and/or optional cash payments reinvested in Common Stock
without any charges for brokerage commissions or record-keeping; and (b) derive
full investment use of funds, as the Plan provides for fractions of shares to be
credited to Participants' accounts. In addition, cumbersome safekeeping
requirements and record-keeping costs are eliminated through the free custodial
service and reporting provisions of the Plan.
Administration
3. Who administers the Plan?
UMB Bank, n.a., Kansas City, Missouri (the "Plan Administrator"),
administers the Plan for Participants, keeps records, sends statements of
accounts to Participants and performs other duties relating to the Plan. The
Plan Administrator purchases shares of Common Stock from the Company and credits
the shares to the accounts of the individual Participants. Shares of Common
Stock purchased under the Plan will be registered in the name of the Plan
Administrator (or its nominee) and held by the Plan Administrator for each
Participant in the Plan.
Participation
4. Who is eligible to participate?
All shareholders of the Company's Common Stock are eligible to participate
in the Plan. Beneficial owners of shares registered in a name other than their
own, such as that of a broker, bank nominee, or trustee must first become record
holders of such shares in their own name in order to
participate.
5. How does an eligible shareholder participate?
An eligible holder of Common Stock may join the Plan by signing an
Authorization Card and returning it to the Plan Administrator. An Authorization
Card is enclosed with this Prospectus for this purpose. Additional forms may be
obtained at any time by written request.
6. When may a shareholder join the Plan?
An eligible shareholder may join the Plan at any time. Once in the Plan,
the holder will remain a Participant until he or she discontinues his or her
participation or sells all shares held in his or her name and in the Plan
account.
<PAGE>
If an Authorization Card specifying reinvestment of dividends is received
by the Plan Administrator on or before the record date established for a
particular dividend, reinvestment will commence with that dividend. Dividend
payment dates for the Common Stock and the related record dates are typically
as follows:
Approximate Approximate
Record Date Payment Date
___________ ___________
March 4 March 18
June 4 June 18
September 4 September 18
December 4 December 18
Actual dividend record and payment dates are established by the Company's
Board of Directors. The Company's Board of Directors presently intends to
continue its policy of paying regular quarterly cash dividends when justified
by its financial condition.
If the Authorization Card is received after the record date established for
a particular dividend, then the reinvestment of dividends will not begin until
the dividend payment date following the next record date, as applicable.
7. What does the Authorization Card provide?
The Authorization Card provides for the purchase of additional shares of
Common Stock through the following investment options:
(a) The dividend reinvestment feature directs the Plan Administrator to
invest, in accordance with the Plan, all or part of your cash dividends on the
shares then or subsequently registered in your name, and on all shares held for
your benefit in your Plan account; and
(b) The optional cash payment feature permits you to make optional cash
payments for the purchase of additional shares in accordance with the Plan, with
or without reinvesting dividends on shares registered in your name.
You may select the dividend reinvestment feature and/or the optional cash
payment feature. In all cases, cash dividends on all of the shares held in your
account under the Plan will be reinvested in accordance with the Plan, including
dividends on such shares purchased with optional cash payments.
<PAGE>
8. How may a Participant change investment features under the Plan?
As a Participant, you may change your participation in the dividend
reinvestment feature or the optional cash payment feature at any time by
completing a new Authorization Card and returning it to the Plan Administrator
or by writing a letter to the Plan Administrator.
Costs
9. Are there any expenses to Participants in connection with purchases under
the Plan?
No. Participants will incur no brokerage commissions or service charges
for the purchases made under the Plan. All costs of administration of the Plan
will be paid by the Company.
Purchases
10. How many shares of common stock will be purchased for Participants?
If you become a Participant in the Plan, the number of shares to be
purchased cannot be specified by the Participant since it depends on the amount
of your dividends and/or optional cash payments and the purchase price of the
Common Stock. Your account will be credited with that number of shares,
including fractions computed to four decimal places, equal to the total amount
to be invested divided by the purchase price per share.
The manner in which the Plan operates does not permit the company to honor
a request that a specific number of shares of Common Stock be purchased.
11. When and at what price will shares of Common Stock be purchased under the
Plan?
Purchases of Common Stock with reinvested dividends and optional cash
payments will be made on the dividend payment date. The price at which shares
of Common Stock will be purchased with reinvested dividends and optional cash
payments will be 100 percent of the last sale price of the Common Stock as
reported on the NASDAQ National Market System on such dividend payment date (or
the next preceding day on which such prices were reported if they are not
reported on such dividend payment date). No shares will be sold under the Plan
at less than the par value of such shares.
Funds to be used for optional cash purchases must be received by the Plan
Administrator at least 7 days prior to the applicable dividend payment date.
No interest will be paid by the Plan Administrator on optional cash payments.
<PAGE>
Optional Cash Payments
12. How does the optional cash payment feature work?
Any shareholder who has submitted a signed Authorization Card is eligible
to make optional cash payments at any time. The Plan Administrator will apply
any optional cash payment received from an eligible Participant 7 days before
the dividend payment date to the purchase of Common Stock for the account of
the Participant on such dividend payment date.
If you want to make only optional cash payments (and not reinvest
dividends on your Common Stock), the Company will pay dividends on Common
Stock registered in your name in the usual manner and will apply any
optional cash payment received from you to the purchase of additional
shares of Common Stock for your account under the Plan. Unless shares
acquired with optional cash payments are withdrawn from your account,
dividends paid on such shares will be reinvested.
An initial optional cash payment may be made by a Participant when
enrolling in the Plan by enclosing a check or money order with the
Authorization Card. Checks or money orders should be made payable to UMB Bank,
n.a. in U.S. funds for any optional cash payment made.
13. What are the limitations on the amount of optional cash payments?
The same amount of money need not be sent for each investment. Any
optional cash payments you make must not be less than $100 nor may they total
more than $9,000 per quarter. Payments may be made by check or money order
payable to UMB Bank, n.a. in U.S. funds. No interest will be paid by the Plan
Administrator on optional cash payments.
14. Under what circumstances will optional cash payments be returned?
Optional cash payments received by the Plan Administrator will be returned
to you upon written request signed by the record owner(s) and received at least
2 full business days prior to the dividend payment date. Any optional cash
payment received within 6 days before or 3 days after a dividend payment date
will be returned by the Plan Administrator to the Participant. In addition,
any payment received in an amount of less than $100 will be returned, and any
portion of any payment in excess of $9,000 per quarter will be returned.
Reports to Participants
15. What kind of reports will be sent to Participants in the Plan?
As soon as practicable after each purchase, a Participant will receive a
transaction record which shall include information concerning the effective
purchase price and the number of shares acquired. These statements are a
record of the cost of purchases of shares under the Plan and should be retained
for tax purposes. In addition, each Participant will receive copies of the
Company's annual and quarterly reports to shareholders, proxy statements and
dividend income information for tax reporting purposes.
<PAGE>
Dividends
16. Will Participants be credited with dividends on shares held in their
accounts under the Plan?
Yes. As the record holder for the shares held in Participants' accounts
under the Plan, the Plan Administrator will receive dividends for all such
shares held on the dividend record date, will credit such dividends to
Participants' accounts on the basis of full and fractional shares held in these
accounts, and will automatically reinvest such dividends in additional shares of
Common Stock.
Certificates for Shares
17. Will certificates be issued for shares of Common Stock purchased under the
Plan?
Unless requested, the Plan Administrator will not issue certificates to
Participants for shares of Common Stock purchased under the Plan. Your shares
will be held in the name of the Plan Administrator or its nominee. The number
of shares purchased for your account under the Plan will be shown on your
statement of account. This feature protects against loss, theft or destruction
of stock certificates.
Certificates for any number of whole shares credited to your account under
the Plan will be issued to you upon written request. If you are reinvesting
cash dividends with respect to the shares registered in your name, cash
dividends with respect to shares withdrawn from your account will continue to
be reinvested unless you thereafter submit a signed written request canceling
your dividend reinvestment participation. Dividends on any full or fractional
shares remaining in your account will also continue to be reinvested.
The Company and Plan Administrator, at their discretion, may terminate any
account which contains only a fraction of a share by paying the account holder
the dollar value of such fractional share. Certificates for fractions of
shares will not be issued.
Accounts under the Plan will be maintained in the names in which
certificates of the Participants were registered at the time the Participants
entered the Plan. Should you want your shares registered and issued in a
different name or should you want to change the name in which your account is
maintained, you must so indicate in a written request and comply with any
applicable transfer requirements.
Shares credited to the account of a Participant under the Plan may not be
pledged or assigned. A Participant who wishes to pledge or assign shares
credited to his or her account must first withdraw such shares from the
account.
<PAGE>
Withdrawal of Shares in Plan Accounts
18. How may a Participant withdraw shares purchased under the Plan?
You may withdraw all or a portion of the shares from your Plan account by
notifying the Plan Administrator in writing to that effect and specifying in
the notice the number of whole shares to be withdrawn. Certificates for the
whole shares of Common Stock so withdrawn will be issued to you. In no case
will certificates for fractional shares be issued. Any notice of withdrawal
of Common Stock purchased with optional cash payments will not be effective
until the Participant's check or money order has been cleared by the honoring
institution. If you are reinvesting dividends on all shares registered in your
name, dividends with respect to shares withdrawn from your account will
continue to be reinvested unless you thereafter submit a signed written request
canceling your participation in the dividend reinvestment feature of the Plan.
Neither the Company nor the Plan Administrator will repurchase or sell for
a Participant any shares of Common Stock credited to the Participant's account
under the Plan.
19. What happens to the fraction of a share when a Participant withdraws all
shares from the Plan?
If a Participant's account contains a fractional share for which
withdrawal is requested, the Plan Administrator will make a cash payment based
on the last sale price of the Common Stock as reported on the NASDAQ National
Market System on the date of receipt of such request. The fractional share is
multiplied by the current price; and the cash payment, together with
certificates for the whole shares, will be mailed directly to the withdrawing
Participant.
20. What happens to a Participant's Plan account if all shares of Common Stock
in the Participant's own name are transferred or sold?
If you dispose of all shares of Common Stock registered in your name, the
Plan Administrator will continue to reinvest the dividends on the shares held
in your Plan account until you notify the Plan Administrator that you wish to
withdraw such shares from your account.
Discontinuance of Dividend Reinvestment
21. How does a Participant discontinue the reinvestment of dividends under the
Plan?
Participation in the Plan may be terminated by a Participant at any time
by written notice to the Plan Administrator at least 10 days prior to the
record date. However, if such notice is received by the Plan Administrator
after that date, the dividend for that period will be reinvested pursuant to
the Plan.
Other Information
<PAGE>
22. What happens if the Company declares a stock split, issues a stock
dividend or has a Common Stock rights offering?
It is understood that any stock dividends or split shares distributed by
the Company on shares held by the Plan Administrator for the Participant will
be credited to the Participant's account. In the event that the Company makes
available to its shareholders rights to purchase additional shares, debentures
or other securities, the Company will deliver any such rights accruing to
shares held on behalf of a Participant to the Plan Administrator, and the Plan
Administrator will then deliver the rights to the Participant.
23. How will a Participant's shares be voted at a meeting of shareholders?
All proxy soliciting material will be forwarded to each Participant, and
full shares credited to a Participant's account under the Plan will be voted in
accordance with such Participant's direction.
If a proxy card is not returned or if it is returned unsigned, none of the
Participant's shares indicated on such card will be voted unless the
Participant votes in person.
24. What are the federal tax consequences of participating in the Plan?
The following discussion is provided for purposes of general information
only. Participants are advised to consult their own tax advisors to determine
how the federal income tax laws apply to their own situations.
Generally, to the extent cash dividends are declared and distributed by
the Company from its current year or accumulated earnings and profits, any
dividends reinvested under the Plan will be taxable as ordinary income to the
Participant, even though the Participant does not receive cash. Thus,
Participants are taxed on dividends in the same manner as shareholders who are
not participants in the Plan. This means that the amount of the dividend which
is reinvested will be taxable as ordinary income in the year the shares are
purchased.
Distributions in excess of the Company's current year or accumulated
earnings and profits will be treated as a non-taxable return of capital
reducing the recipient's basis in his stock, and to the extent that such
distributions exceed the Participant's tax basis, the excess will be taxed as
a gain realized on the sale or exchange of such stock. Such reduction in basis
will result in increased gain or decreased loss realized on the subsequent
disposition of the stock. In general, any such gain will be treated as capital
gain if the stock is held as a capital asset. Because no predictions may be
made with respect to earnings and profits in 1997, or thereafter, it is
impossible to predict the taxability of distributions.
<PAGE>
Upon withdrawals from or termination of the Plan, Participants will not
realize federal taxable income when they receive certificates for whole shares
that have been credited to their accounts under the Plan. However, a
Participant who receives a cash adjustment for a fractional share credited to
his account may realize a gain or loss.
Gain or loss may also be realized by the Participant when whole shares are
sold by the Participant after withdrawal from the Plan. The amount of such
gain or loss will be the difference between the amount the Participant receives
for his shares and his tax basis. The tax basis of any shares acquired through
the Plan with reinvested dividends or optional cash payments generally will be
equal to the amount paid for the shares. Gains or losses upon the sale of
shares held for more than one year are classified as long-term, while gains or
losses attributable to shares held for less than one year are classified as
short-term. The Taxpayer Relief Act of 1997 altered the taxation of capital
gains regarding individuals. For sales and exchanges after July 28, 1997, in
which the asset has been held at least 18 months, there is a reduction in the
tax rate applicable to the gain. A reduction in tax rates is also applicable
for sales taking place between May 7, 1997 and July 28, 1997 for assets held
more than 12 months. There is a further tax rate reduction on assets held more
than five years which are acquired (or deemed to be acquired) after December
31, 2000. Capital gains are generally taxed to corporations in the same manner
as ordinary income (although the technical distinction between capital gains
and ordinary income is retained). The holding period for shares acquired
through the Plan will begin on the day after the purchase date.
In the case of any Participant as to whom federal income tax withholding
on dividends is required, the Plan Administrator will make dividend
reinvestment net of the amount of tax required to be withheld.
25. What is the responsibility of the Company and the Plan Administrator under
the Plan?
Neither the Company nor the Plan Administrator will be liable in
administering the Plan for any act done in good faith or for any omission to
act, including, without limitation, any claim of liability arising out of
failure to terminate a Participant's account upon such Participant's death
prior to receipt of notice in writing of such death, the prices at which shares
are purchased for the Participant's account, the times when purchases are made
or fluctuations in the market value of the Common Stock.
The Participant should recognize that neither the Company nor the Plan
Administrator can provide any assurance of a profit or protection against loss
on any shares purchased under the Plan.
26. When will the Plan be discontinued or modified?
The Company intends to continue the Plan indefinitely; however, it
reserves the right to suspend or terminate the Plan at any time, without prior
notice to Participants. It also reserves the right to make modifications to
the Plan. Participants will be notified of any such suspension, termination
or modification as soon as is practicable. The Company also reserves the right
to terminate any Participant's participation in the Plan at any time.
<PAGE>
As of the date of this Prospectus, the Company has authorized the issuance
of up to 2,000,000 shares of Common Stock pursuant to the Plan and 971,645
shares have been issued pursuant to the Plan. If all 2,000,000 shares are
issued pursuant to the Plan and no further shares are authorized by the
Company, the Plan will be discontinued.
27. How is the Plan to be interpreted?
Any question of interpretation arising under the Plan will be determined
by the Company.
28. What about foreign participants in the Plan whose dividends are subject to
income tax withholding?
In the case of a foreign shareholder who is participating in the Plan and
whose dividends are subject to United States Income Tax Withholding, the Plan
Administrator will purchase Common Stock in an amount equal to the net cash
dividend, after the deduction of taxes withheld. Amounts received from foreign
shareholders under optional cash payment provisions of the Plan must be in U.S.
dollars.
LEGAL MATTERS
Certain legal matters in connection with the securities offered hereby
will be passed upon for the Company by Nyemaster, Goode, Voigts, West,
Hansell & O'Brien, P.C., 700 Walnut Street, Suite 1600, Des Moines, Iowa
50309-3899.
EXPERTS
The consolidated financial statements and schedules of EMC Insurance Group
Inc. and Subsidiaries as of December 31, 1996 and 1995 and for each of the
years in the three-year period ended December 31, 1996 are incorporated by
reference herein and in the Registration Statement in reliance upon the reports
of KPMG Peat Marwick LLP, independent certified public accountants, whose
reports are incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
INDEMNIFICATION
The Iowa Business Corporation Act makes provision for the indemnification
of directors and officers in terms sufficiently broad to indemnify such persons
from liability (including reimbursements for expenses incurred) arising under
the Securities Act of 1933. Generally, indemnification is permissible if (i)
the person acted in good faith and, (ii) if acting in the person's official
capacity, in a manner reasonably believed to be in the best interests of the
Company and, in all other cases, that the person's conduct was at least not
opposed to the Company's best interests and, (iii) in the case of any criminal
proceeding, the person had no reasonable cause to believe the person's conduct
was unlawful. The By-Laws of the Company provide for indemnification of
officers, directors, employees, or agents as permitted under the Iowa Business
Corporation Act or as otherwise permitted by law.
<PAGE>
The Plan provides for indemnification to the full extent permitted by law
of any person in connection with any proceeding, suit or action brought by
reason of any action taken or not taken under the Plan while such person was a
member of the Board of Directors of Employers Mutual or the Company.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is therefore unenforceable.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES
OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES OR AN OFFER TO ANY
PERSON IN ANY JURISDICTION WHERE SUCH OFFER WOULD BE UNLAWFUL.
THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
<PAGE>
TABLE OF CONTENTS
PAGE
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . .4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . .4
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . .6
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . .6
THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Description of the Plan . . . . . . . . . . . . . . . . . .6
Purpose . . . . . . . . . . . . . . . . . . . . . . . . . .6
Advantages. . . . . . . . . . . . . . . . . . . . . . . . .7
Administration. . . . . . . . . . . . . . . . . . . . . . .7
Participation . . . . . . . . . . . . . . . . . . . . . . .7
Costs . . . . . . . . . . . . . . . . . . . . . . . . . . .9
Purchases . . . . . . . . . . . . . . . . . . . . . . . . .9
Optional Cash Payments. . . . . . . . . . . . . . . . . . 10
Reports to Participants . . . . . . . . . . . . . . . . . 10
Dividends . . . . . . . . . . . . . . . . . . . . . . . . 11
Certificates for Shares . . . . . . . . . . . . . . . . . 11
Withdrawal of Shares in Plan Accounts . . . . . . . . . . 12
Discontinuance of Dividend Reinvestment . . . . . . . . . 13
Other Information . . . . . . . . . . . . . . . . . . . . 13
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . 15
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . 16
EMC INSURANCE GROUP INC.
COMMON STOCK
OFFERED PURSUANT TO ITS
AMENDED AND RESTATED
DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
_________________________________
PROSPECTUS
_________________________________
DECEMBER 17, 1997
_________________________________
<PAGE>
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following are the estimated expenses to be incurred by the Company in
connection with the offering described in this registration statement:
SEC registration fee. . . . . . . . . . . . . . . . .$ 6,005
Cost of printing and engraving. . . . . . . . . . . . $2,000
Legal fees and expenses . . . . . . . . . . . . . . . $2,000
Accounting fees and expenses. . . . . . . . . . . . . $2,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . $1,000
____________
Total
$13,005
====================================
Item 15. Indemnification of Directors and Officers.
Reference is made to the discussion in the Prospectus under the heading
"Indemnification", which describes the indemnification against certain
liabilities which may be available to directors and officers of EMC Insurance
Group Inc. and Employers Mutual Casualty Company in connection with the Plan.
Item 16. Exhibits.
4 EMC Insurance Group Inc. Amended and Restated Dividend Reinvestment
and Common Stock Purchase Plan.
5 Opinion of Nyemaster, Goode, McLaughlin, Voigts, West, Hansell &
O'Brien, P.C. with respect to the legality of the stock being
issued.
23.1 Consent of Nyemaster, Goode, Voigts, West, Hansell & O'Brien, P.C.
(included in Exhibit 5 hereto).
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (incorporated by reference from the Company's
Annual Report on Form 10-K for the year-ended December 31, 1996).
<PAGE>
28 Consolidated Schedule P of Annual Statements provided to state
regulatory authorities (incorporated by reference from the Company's
Annual Report on Form 10-K for the year-ended December 31, 1996).
<PAGE>
Item 17. Undertakings
The undersigned Registrant hereby undertakes that:
(1) for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof;
(2) for purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective;
(3) for the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Des Moines, State of
Iowa, on December 17, 1997.
EMC INSURANCE GROUP INC.
By: /s/ Bruce G. Kelley
-----------------------------------------
Bruce G. Kelley
Its President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed
below by the following persons in the capacities and on the date indicated.
Date
------
By: /s/ Bruce G. Kelley December 17, 1997
------------------------------------------
Bruce G. Kelley
Its President, Chief Executive Officer,
and Director
By: /s/ Mark Reese December 17, 1997
-----------------------------------------
Mark Reese
Its Chief Financial and Accounting Officer
By: /s/ George C. Carpenter, III * December 17, 1997
------------------------------------------
George C. Carpenter, III, Director
By: /s/ E. H. Creese * December 17, 1997
------------------------------------------
E. H. Creese, Director
<PAGE>
By: /s/ David J. Fisher * December 17, 1997
------------------------------------------
David J. Fisher, Director
By: /s/ George W. Kochheiser * December 17, 1997
------------------------------------------
George W. Kochheiser, Director
By: /s/ Raymond A. Michel * December 17, 1997
------------------------------------------
Raymond A. Michel, Director
By: /s/ Fred A. Schiek * December 17, 1997
-------------------------------------------
Fred A. Schiek, Director
* By power of attorney
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Item
4 EMC Insurance Group Inc. Amended and Restated Dividend
Reinvestment and Common Stock Purchase Plan.
5 Opinion of Nyemaster, Goode, McLaughlin, Voigts, West, Hansell
& O'Brien, P.C. with respect to the legality of the stock
being issued.
23.1 Consent of Nyemaster, Goode, Voigts, West, Hansell & O'Brien,
P.C.(included in Exhibit 5 hereto).
23.2 Consent of KPMG Peat Marwick LLP
24 Power of Attorney (incorporated by reference from the
Company's Annual Report on Form 10-K for the year-ended
December 31, 1996).
28 Consolidated Schedule P of Annual Statements provided to
state regulatory authorities (incorporated by reference from
the Company's Annual Report on Form 10-K for the year-ended
December 31, 1996).
<PAGE>
Exhibit 4
EMC INSURANCE GROUP INC.
AMENDED AND RESTATED DIVIDEND REINVESTMENT
AND COMMON STOCK PURCHASE PLAN
ARTICLE ONE
PURPOSE
The purpose of this EMC Insurance Group Inc. Amended and Restated Dividend
Reinvestment and Common Stock Purchase Plan is to provide Participants with a
convenient way to reinvest dividends received on the Company's Common Stock and
to purchase additional shares of the Company's Common Stock. The Company
believes that participation in the Plan will help to achieve the unity of
purpose essential to the continued growth of the Company and will be for the
mutual benefit of the Company and the Participants.
ARTICLE TWO
DEFINITIONS
The following defined terms, which are capitalized throughout the Plan,
shall have the meanings set forth in this Article:
BOARD OF DIRECTORS shall mean the board of directors of the Company.
COMMON STOCK shall mean whole or fractional shares of the common stock of
the Company.
COMPANY shall mean EMC Insurance Group Inc., an Iowa corporation.
DIVIDEND REINVESTMENT shall mean the reinvestment of dividends described
in Article Four.
DIVIDENDS shall mean any cash dividends, as declared from time to time, on
the Common Stock.
FAIR MARKET VALUE shall mean, on any given date, the last reported sales
or closing price (as reported by such source as the Board of Directors may
select) of Shares in the over-the-counter market or on the principal
exchange, as the case may be, on which Shares are traded.
INVESTMENT DATE shall mean each date on which the Company shall pay its
Dividend.
OPTIONAL CASH PAYMENTS shall mean payments of the type described in
Article Five.
PARTICIPANT shall mean any person or entity participating in the Plan.
<PAGE>
PARTICIPATING SHARES shall mean the shares of Common Stock owned by a
Participant, the Dividends on which are invested pursuant to the Plan, in
accordance with the Participant's election, and includes all full or
fractional shares of Common Stock held in such Participant's account
under the Plan.
PLAN shall mean all of the provisions of this EMC Insurance Group Inc.
Amended and Restated Dividend Reinvestment and Common Stock Purchase Plan
and any amendments hereto.
PLAN ADMINISTRATOR shall mean the person or entity selected by the Board
of Directors to assist the Board of Directors in administering the Plan.
SHARES shall mean one or more shares of Common Stock.
ARTICLE THREE
ELIGIBILITY
Section 3.01. Any holder of record of Shares is eligible to participate in
the Plan. Beneficial owners of Shares registered in a name other than their own
(such as that of a broker, bank nominee or trustee) must first become
recordholders of such Shares in their own name in order to participate.
Section 3.02. To enroll in the Plan, a person or entity must submit a
properly completed authorization form to the Plan Administrator in such form
and at such time as the Company shall determine.
ARTICLE FOUR
DIVIDEND REINVESTMENT
Section 4.01. A Participant may elect to participate at any time in the
Dividend Reinvestment part of the Plan with respect to all or any portion of
the Shares registered in his name and such Shares shall be Participating Shares.
All whole and fractional Shares of Common Stock held by the Plan Administrator
as custodian pursuant to the Plan also shall be Participating Shares.
Section 4.02. An initial election as to the number of Participating Shares
shall be made by the Participant, on a form provided by the Plan Administrator,
upon enrollment in the Plan. Subsequent elections to change the number of
Participating Shares may be made by the Participant from time to
time thereafter, and such elections shall become effective within 30 days after
receipt by the Plan Administrator.
ARTICLE FIVE
OPTIONAL CASH PAYMENTS
Section 5.01. A Participant may make an Optional Cash Payment at any
time; provided, however, such Participant may not make Optional Cash Payments
for less than $100 or totaling more than $9,000 per calendar quarter. No
interest shall be paid on any Optional Cash Payment prior to the purchase of
any Shares.
<PAGE>
Section 5.02. Unless a Participant withdraws Shares purchased with
Optional Cash Payments from his account, Dividends paid on such Shares will be
reinvested pursuant to the terms of the Plan.
Section 5.03. Optional Cash Payments shall be made by check or money
order payable in U.S. funds to the Plan Administrator. Optional Cash Payments
must be received by the Plan Administrator at least 7 days before an Investment
Date. Any Optional Cash Payment received within 6 days before or 3 days after
an Investment Date will be returned by the Plan Administrator to the
Participant. Optional Cash Payments will also be returned to a Participant if
(1) the Optional Cash Payment amount is less than $100, (2) the Optional Cash
Payment amount exceeds $9,000 for a calendar quarter (but only the amount of
such excess will be returned), or (3) the Plan Administrator receives a written
request signed by the Participant, provided such request is received at least
2 full business days prior to a Dividend Investment Date.
ARTICLE SIX
PAYMENT OF DIVIDENDS BY THE COMPANY
TO THE PLAN ADMINISTRATOR
As and when Dividends are paid on the Common Stock, the Company shall
promptly pay to the Plan Administrator all Dividends payable on Participating
Shares (less any tax withheld).
ARTICLE SEVEN
PURCHASES OF COMMON STOCK BY THE PLAN ADMINISTRATOR
Section 7.01. The Company shall set aside a total of 2,000,000 shares of
Common Stock to be available for purchase under the Dividend Reinvestment and
Optional Cash Payment portions of the Plan.
Section 7.02. The Plan Administrator shall apply the Dividends received
in accordance with Article Six and any Optional Cash Payments received in
accordance with Article Five to the purchase of Shares of Common Stock, and
will allocate such Shares (including fractional Shares computed to four decimal
places) to each Participant in accordance with the amount of Dividends and/or
Optional Cash Payments received with respect to such Participant.
Section 7.03. Purchases of Common Stock shall be made from the Company
out of shares originally reserved for such purpose. The purchase price per
Share for Dividend Reinvestment and for Optional Cash Payments shall be 100
percent of the Fair Market Value of the Common Stock on each Investment Date.
Section 7.04. Except where necessary or appropriate to comply with any
federal securities law which may be applicable, Dividends and any Optional Cash
Payments shall be invested by the Plan Administrator on each Investment Date.
<PAGE>
ARTICLE EIGHT
COMMINGLING OF FUNDS
The Plan Administrator may commingle the funds of a Participant with those
of other Participants.
ARTICLE NINE
CUSTODY OF PURCHASED COMMON STOCK;
ISSUANCE OF CERTIFICATES TO PARTICIPANTS
Section 9.01. Except as set forth in Section 9.02 below, the Plan
Administrator shall hold as custodian in its own name or in the name of one of
its nominees all the Common Stock purchased and held pursuant to the Plan.
Section 9.02. If a Participant so requests in writing at any time, the
Plan Administrator shall deliver to such Participant one or more certificates,
registered in the name of the Participant, for all or any of the full Shares of
Common Stock held by the Plan Administrator as custodian for the account of
such Participant. In the absence of a new election in accordance with Article
Four and excluding the Shares so delivered, the issuance of certificates
pursuant to this Section 9.02 shall not affect the number of a Participant's
Participating Shares. Certificates for fractional Shares shall not be issued.
The Plan Administrator may in its discretion, terminate any account which
contains only a fraction of a Share by paying the Participant the Fair Market
Value of such fractional Share.
ARTICLE TEN
NON-CASH DIVIDENDS AND DISTRIBUTIONS; RIGHTS OFFERINGS
Section 10.01. Absent an election by the Participant to the contrary, in
the event any Dividends on any Participating Shares are paid in Common Stock,
or if Common Stock is distributed in connection with any stock split or similar
transaction, such Common Stock shall be delivered by the Company to the Plan
Administrator on behalf of a Participant, and all such Shares shall become
Participating Shares.
Section 10.02. If the Company distributes to its shareholders rights to
subscribe for or purchase additional Shares or any other securities, the
Company shall deliver any such rights accruing to Shares held on behalf of a
Participant to the Plan Administrator, and the Plan Administrator shall then
deliver the rights to the Participant.
ARTICLE ELEVEN
RECORDS; REPORTS TO PARTICIPANTS; VOTING RIGHTS
Section 11.01. The Plan Administrator shall establish and maintain a
separate account under the Plan for each Participant in the name under which
participation in the Plan was registered and shall maintain all accounting and
other records necessary to prepare the report described in Section 11.02.
<PAGE>
Section 11.02. As promptly as practicable after each purchase of Common
Stock pursuant to the Plan, the Plan Administrator shall prepare and send to
each Participant, whose Dividends and/or Optional Cash Payments have been
applied to such purchase, a report which shall include information concerning
the effective purchase price and the number of Shares acquired.
Section 11.03. The Company, in cooperation with the Plan Administrator,
shall furnish each Participant with all proxy material, including a form of
proxy, relating to the annual or special meeting of the Company's shareholders.
Such form of proxy shall cover all full shares of Common Stock
held on behalf of a Participant under the Plan, and will be voted as and to the
extent specified thereon by the Participant. The Plan Administrator shall have
no authority to vote any shares of Common Stock held on behalf of any
Participant, whether or not they are voted by a Participant.
Section 11.04. The Company and the Plan Administrator shall cooperate in
taking all actions reasonable to assure accurate reporting to Participants and
to the Internal Revenue Service of Dividends paid and any taxes withheld
thereon; provided, however, that no action or failure to act on the part of
the Company or the Plan Administrator shall relieve any Participant of any tax
which may be payable on Dividends or otherwise under this Plan.
ARTICLE TWELVE
TERMINATION OF PARTICIPATION
A Participant may terminate all or any part of his participation in the
Plan at any time by written notice to the Plan Administrator at least ten days
prior to the record date. Participation shall cease automatically upon the
receipt of notice of the death of a Participant. All or a portion of the Plan
may be terminated pursuant to Article Fourteen, whereupon participation also
may be terminated. Upon any such termination, the affected Participant or his
designated beneficiary shall receive certificates, registered in his name, for
the number of full shares of Common Stock held for the Participant together
with a check for the Fair Market Value (on the date such notice is received by
the Plan Administrator) of any fractional Shares of Common Stock, and any
Dividends (or other distributions) and/or Optional Cash Payments received after
such termination shall be forwarded to the Participant. Termination from the
Optional Cash Payment portion of the Plan will not be effective until the
Participant's check or money order has been cleared by the honoring
institution. If Dividends are being reinvested on all shares registered in a
Participant's account, Dividends with respect to shares remaining in a
Participant's account after a partial withdrawal will continue to be reinvested
unless the Participant thereafter submits a signed written request canceling
participation in the Dividend Reinvestment portion of the Plan.
<PAGE>
ARTICLE THIRTEEN
ADMINISTRATION
The Plan shall be administered by the Board of Directors. The Board of
Directors may request advice or assistance from, delegate ministerial duties to
or employ such other persons as are necessary to administer the Plan. The
Board of Directors shall be vested with full and final authority to make,
administer, and interpret such rules and regulations as it deems necessary to
administer the Plan, and any determination, decision, or action of the Board of
Directors in connection with the construction, interpretation, administration,
or application of the Plan shall be final, conclusive, and binding upon all
Participants and any and all persons claiming under or through any Participant.
The Company shall pay all costs of administration of the Plan.
ARTICLE FOURTEEN
IMPLEMENTATION, MODIFICATION AND TERMINATION OF THE PLAN
The Board of Directors shall have complete authority to implement,
suspend, or terminate the Plan, in whole or in part, or to modify the Plan. The
Board of Directors shall have the right to terminate any Participant's
participation in the Plan at any time.
ARTICLE FIFTEEN
NO LIABILITY
Neither the Company, the Plan Administrator nor the Board of Directors,
nor any to their respective directors, officers, employees, or members, shall
be liable for any act done in good faith, or for any good faith omission to
act, including, without limitation, any claims of liability (i) arising out of
failure to terminate timely a Participant's account or (ii) with respect to the
timing or the price of any purchase or sale of Shares or the fluctuations in
Fair Market Value of Common Stock. The Company shall indemnify the Plan
administrator, the Board of Directors, and other relevant directors, officers
and employees against such loss or liability.
ARTICLE SIXTEEN
NOTICES
All notices, requests, demands, and other communications required or
permitted to be given under the Plan shall be deemed to have been duly given
when received if in writing and delivered personally, or when sent if properly
mailed or transmitted by any standard form of telecommunication. Notices to
the Company or the Board of Directors shall be directed to EMC Insurance Group
Inc., 717 Mulberry Street, Des Moines, Iowa 50309, or to any other address to
which the Company or the Board of Directors may direct. Notices to a
Participant shall be directed to such Participant at his last address of record
with the Company or the Plan Administrator. Notices to the Plan Administrator
shall be directed to the Plan Administrator's principal place of business.
<PAGE>
ARTICLE SEVENTEEN
GOVERNING LAW
These terms and conditions of this Plan shall be governed by the laws of
the State of Iowa.
December 17, 1997
EXHIBITS 5 & 23.1 TO
POST-EFFECTIVE AMENDMENT NO. 1
TO REGISTRATION STATEMENT
EMC Insurance Group Inc.
717 Mulberry Street
Des Moines, Iowa 50309
Re: Amended and Restated Dividend Reinvestment
and Common Stock Purchase Plan
Ladies and Gentlemen:
In connection with the registration of 2,000,000 shares (the "Shares") of
the Common Stock $1.00 par value of EMC Insurance Group Inc., an Iowa
corporation (the "Company"), being registered under the Securities Act of 1933,
as amended, pursuant to a post-effective amendment no. 1 to registration
statement on Form S-3 to be filed with the Securities and Exchange Commission
(the "Registration Statement"), we have acted as counsel to the Company. The
Shares may be sold by the Company from time to time in connection with the
Amended and Restated Dividend Reinvestment and Stock Purchase Plan of the
Company. For purposes of this opinion, we have made such investigations and
examined such documents and questions of law as we deemed necessary and
appropriate.
Based on the foregoing, we are of the opinion that the Shares, when sold,
will be legally issued, fully paid and non-assessable.
We hereby consent to the inclusion of this opinion as Exhibit 5 to the
Registration Statement and to all references to this law firm in the
Registration Statement or the Prospectus included therein.
We express no opinion in connection with the matters contemplated by the
Registration Statement, and no opinion may be implied or inferred, except as
expressly set forth herein.
Respectfully submitted,
Nyemaster, Goode, Voigts, West,
Hansell & O'Brien, P.C.
By /s/ G. R. Neumann
-----------------------------
G. R. Neumann
GRN:pjt
Exhibit 23.2
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
We consent to incorporation by reference in the post effective amendment
no.1 to the registration statement (No. 33-34499) on Form S-3 of EMC Insurance
Group Inc. of our reports dated February 26, 1997 relating to the consolidated
balance sheets of EMC Insurance Group Inc. and Subsidiaries as of December 31,
1996 and 1995 and the related consolidated statements of income, stockholders'
equity and cash flows for each of the years in the three-year period ended
December 31, 1996 and all related schedules, which reports appears in the
December 31, 1996 Annual Report on Form 10-K of EMC Insurance Group Inc.
We consent to the reference to our firm under the caption "Experts" in
the Prospectus.
By /s/ KPMG PEAT MARWICK
-------------------------------
KPMG PEAT MARWICK LLP
Des Moines, Iowa
December 17, 1997
