As filed with the Securities and Exchange Commission
on March 27, 1998
Registration No. 33-34499
_____________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________
POST-EFFECTIVE AMENDMENT NO. 2
TO FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
______________________________________
EMC INSURANCE GROUP INC.
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(Exact name of registrant as specified in its charter)
Iowa 42-6234555
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
717 Mulberry Street, Des Moines, Iowa 50309 (515) 280-2511
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(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. Thomas Sullivan, Esq.
Nyemaster, Goode, Voigts,
West, Hansell & O'Brien, P.C.
700 Walnut, Suite 1600
Des Moines, IA 50309
(515) 283-3126
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(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. 2.
<PAGE>
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]
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. [ ]
<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 variety of services, including (1) automatic reinvestment of
dividends paid on shares of EMC Insurance Group Inc. Common Stock
("Common Stock"), (2) a means of making optional cash payments of
up to $5,000 per month, (3) a free custodial service for depositing
Common Stock certificates with the Plan Administrator for
safekeeping and (4) the ability to sell shares of Common Stock
through the Plan.
No brokerage commissions, fees or service charges will be
charged to participants for purchases of shares of Common Stock
made under the Plan. Shares of Common Stock may be purchased under
the Plan from the Company or in the open market or privately
negotiated transactions. The price of Common Stock purchased from
the Company under the Plan will be the last sale price of the
Common Stock as reported on the NASDAQ National Market System on
the relevant Investment Date (as defined herein) (or the next
preceding day on which such price was reported if it is not
reported on the Investment Date). The price of shares of Common
Stock purchased in the open market or from private sources will be
the weighted average cost of all shares so purchased in relation to
the relevant Investment Date. There is no discount on any
purchases.
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 REPRESENTA-
TION TO THE CONTRARY IS A CRIMINAL OFFENSE.
______________________________________
The date of this Prospectus is March 27, 1998<PAGE>
<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 also 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 of 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, 1997, filed pursuant to Section
13 of the Exchange Act.
(2) 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.
<PAGE>
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 (telephone number 515-280-2511).
<PAGE>
THE COMPANY
The Company is an insurance holding company with operations in
property and casualty 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 prices at which such shares will be
purchased. If the Company issues new shares of Common Stock under
the Plan, the net proceeds will be added to the general funds of
the Company and used for general corporate purposes.
THE PLAN
Description of the Plan
The Amended and Restated Dividend Reinvestment and Common
Stock Purchase Plan (the "Plan") consists in its entirety of the
questions and answers appearing below. The Company's Board of
Directors initially approved the Plan on May 17, 1990 and approved
amendments to the Plan on February 26, 1997 and November 21, 1997.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide participants with a
simple and convenient way to increase their ownership of shares of
the Company's Common Stock by enabling shareholders of record to
invest their cash dividends and/or make optional cash payments,
without payment of any brokerage commission or service charge.
<PAGE>
Features
2. What are some of the features of the Plan?
Participants in the Plan may (a) have cash dividends on all or
less than all of their shares of Common Stock automatically
reinvested and/or (b) invest optional cash payments of up to $5,000
per month (minimum payment of $50). The Plan permits participants
to make optional cash payments without reinvesting any of their
cash dividends, except that the dividends on any shares of Common
Stock purchased or held for safekeeping under the Plan will be
reinvested until such time as the participant withdraws such shares
from the Plan or sells or transfers such shares. The Plan provides
for fractions of shares, as well as full shares, to be credited to
participants' accounts. In addition, dividends with respect to
fractions, as well as with respect to full shares, will be credited
to participants' accounts and reinvested in shares of Common Stock
under the Plan. Regular statements of account will be provided for
record keeping.
The Plan also offers a "share safekeeping" service whereby
participants may deposit their Common Stock certificates with the
Plan Administrator and have their ownership of such Common Stock
maintained on the Plan Administrator's records as part of their
Plan account.
A participant may transfer, at any time and at no cost to the
participant, all or a portion of the participant's shares held
under the Plan to another person or persons.
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 for use in the Plan 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 in the Plan?
All holders of record of shares of the Company's Common Stock
are eligible to participate in the Plan. If you are a beneficial
owner of Common Stock whose shares are registered in names other
than your own (e.g., broker), you must become a shareholder of
record by having your shares transferred into your name in order to
become eligible to participate in the Plan. To do so, you should
contact the broker holding the shares and arrange to withdraw those
shares in certificate form. Those certificates could then be
deposited with the Plan Administrator under the Share Safekeeping
Service, described below in Question 16.
<PAGE>
The Company reserves the right to exclude any person from
participation in the Plan upon giving notice of such exclusion by
registered mail sent to such person's address as reflected on the
Company's records. In addition, if it appears to the Company that
any person is using or contemplating the use of the optional cash
payment investment mechanism in a manner or with an effect that, in
the sole judgment and discretion of the Company, is not in the best
interests of the Company or its other shareholders, then the
Company may decline to issue all or any portion of the shares of
Common Stock for which any optional cash payment by or on behalf of
such participant is tendered. Such optional cash payment (or the
portion thereof not invested in shares of Common Stock) will be
returned by the Plan Administrator as promptly as practicable,
without interest.
5. How does an eligible shareholder sign up for the different
options available under the Plan?
An eligible shareholder may choose from a variety of services
and options under the Plan, including (1) automatic reinvestment of
dividends paid on shares of Common Stock, (2) optional cash
payments of up to $5,000 per month, (3) a free custodial service
for depositing Common Stock certificates with the Plan
Administrator for safekeeping and (4) the ability to sell shares of
Common Stock through the Plan.
The Authorization Card is used to indicate to the Plan
Administrator which dividend or optional cash payment option you
have chosen for your Plan account. The Safekeeping Deposit Form is
used to take advantage of the free custodian service for depositing
Common Stock certificates with the Plan Administrator for
safekeeping. If you wish to sell shares of Common Stock through
the Plan, please refer to Question 19.
BY SIGNING THE AUTHORIZATION CARD OR SAFEKEEPING DEPOSIT FORM,
YOU ARE ACKNOWLEDGING THAT YOU RECEIVED A PLAN PROSPECTUS AND THAT
YOU AGREE TO THE TERMS AND CONDITIONS CONTAINED HEREIN.
6. When may a shareholder join the Plan?
An eligible shareholder may join the Plan at any time. Once
in the Plan, the shareholder will remain a participant until he or
she discontinues his or her participation or sells all shares held
in his or her Plan account.
If an Authorization Card specifying reinvestment of dividends
is received by the Plan Administrator no later than three (3)
business days prior to the record date established for a particular
dividend, reinvestment will commence with that dividend. Dividend
record and payment dates for the Company's Common Stock generally
have been on or about the fourth (4th) and eighteenth (18th) day,
respectively, of March, June, September and December. Actual
dividend record and payment dates are established by the Company's
Board of Directors. A dividend payment date is referred to herein
as an "Investment Date." See Question 11.
<PAGE>
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.
Any optional cash payments submitted with the Authorization
Card will be invested on the next Investment Date, as described in
Question 13.
7. 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
8. What are the costs to shareholders who participate in the
Plan?
The Company will pay all fees, commissions and expenses in
connection with the purchase of shares of Common Stock under the
Plan. The Company will also pay all costs of administration of the
Plan, except when a participant sell shares held in the Plan. See
Question 19.
Purchases
9. How many shares of Common Stock will be purchased for
participants?
The number of shares to be purchased for a participant on an
Investment Date depends on three factors: the amount of the
participant's dividend (after deducting any required income tax
withholding) on his or her Plan shares, the extent of optional cash
payments made by the participant (if any) and the price of the
shares of Common Stock purchased. Each participant's 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.
<PAGE>
10. What will be the price of shares of Common Stock purchased
under the Plan?
The Plan Administrator will purchase shares from the Company,
to the extent that the Company makes shares available. The Plan
Administrator will purchase any other shares required for the Plan
in the open market or from private sources. The price of shares
purchased from the Company will be the last sale price of the
Common Stock as reported on the NASDAQ National Market System on
the relevant Investment Date (or the next preceding day on which
such price was reported if it is not reported on the Investment
Date). The price of shares purchased in the open market or from
private sources will be the weighted average cost of all shares so
purchased in relation to the relevant Investment Date. Purchases
of shares in the open market may be made over a period of several
days. No shares will be sold under the Plan at less than the par
value of such shares.
11. When is the Investment Date?
For the reinvestment of dividends, the dividend payment date
declared by the Board of Directors of the Company constitutes the
"Investment Date" applicable to the reinvestment of such dividend.
For the investment of optional cash payments, the Investment Date
will be the fifteenth (15th) day of every calendar month except in
any month in which the date on which dividends are to be paid is
within five (5) calendar days of such date, in which case the
Investment Date for optional cash payments will be the same as the
Investment Date for the reinvestment of dividends. If any
Investment Date falls on a date when the NASDAQ National Market
System or the Plan Administrator is not regularly open for
business, the first day immediately following such date on which
the NASDAQ National Market System or the Plan Administrator is open
shall be the relevant Investment Date.
12. When will shares be purchased?
Shares acquired from the Company will be purchased for the
accounts of the participants as of the close of business on the
relevant Investment Date. Shares acquired in the open market or
from private sources will be purchased promptly by the Plan
Administrator and in no event later than thirty (30) days after a
relevant Investment Date. These purchases may be made on the
NASDAQ National Market System or in negotiated transactions, and
are subject to such terms and conditions (including price and
delivery) as the Plan Administrator may determine to be acceptable.
Dividend and voting rights will commence upon settlement, which is
normally three (3) business days after the purchase whether from
the Company or any other source. For the purpose of making
purchases, the Plan Administrator will commingle each participant's
funds with those of all other participants.
<PAGE>
Optional Cash Payments
13. What are the optional cash payment features of the Plan?
Participants may make optional cash investments of at least
$50 per payment, up to a maximum of $5,000 per month. The same
amount of money need not be sent for each investment. There is no
obligation, however, to make any optional cash investments to
participate in the Plan. Each month, any optional cash payment
received from a participant prior to an Investment Date for the
month will be used by the Plan Administrator to purchase additional
shares of Common Stock for the account of such participant on such
Investment Date. Any optional cash payment not received prior to
an Investment Date in any month will be used by the Plan
Administrator to purchase additional shares for the account of the
participant on the Investment Date in the following month. No
interest will be paid on optional cash payments held pending
investment.
14. How does a participant make optional cash payments?
Any shareholder who has submitted a signed Authorization Card
is eligible to make optional cash payments at any time. An
optional cash payment may be made by a participant when enrolling
by enclosing with the Authorization Form a personal check or money
order payable to UMB Bank, n.a. Thereafter, a participant may make
optional cash investments by delivering to the Plan Administrator
a written instruction (using the remittance form attached to the
participant's account statement) and a personal check or money
order payable to "UMB Bank, n.a." in U.S. Funds. PARTICIPANTS
SHOULD NOT SEND CASH.
15. When should optional cash payments be made?
Optional cash payments made by a participant and received
prior to an Investment Date in any month will be invested on such
Investment Date. Optional cash payments not received prior to an
Investment Date will be held by the Plan Administrator until the
next Investment Date. No interest will be paid by the Plan
Administrator on any optional cash payments held pending
investment. The method of delivery of any cash investment is at
the election of the participant and will be deemed received when
actually received by the Plan Administrator. If delivery is by
mail, it is recommended that the mailing be made sufficiently in
advance of the relevant Investment Date.
<PAGE>
Safekeeping of Certificates
16. What is the optional Share Safekeeping Service?
Your stock certificates are valuable documents representing
your investment and ownership in the Company. They should be kept
in a secure place where they will be protected from loss, theft, or
destruction. The Plan's Share Safekeeping Service provides for
such protection for your Common Stock certificates by allowing you
to deposit all the certificates for Common Stock held by you with
the Plan Administrator for safekeeping. The Share Safekeeping
Service keeps your Common Stock on deposit in your Plan account at
no cost to you.
At the time you enroll in the Plan, or at any later time, you
may use the Plan's Share Safekeeping Service to deposit all Common
Stock certificates in your possession with the Plan Administrator.
Shares deposited will be transferred into the name of the Plan
Administrator (or its nominee) and credited to your account under
the Plan. Certificates deposited with the Plan Administrator for
safekeeping are treated in the same manner as shares purchased
through the Plan, and may be sold or transferred through the Plan.
To participate in the Share Safekeeping Service, you must
complete and return a Safekeeping Deposit Form, along with all
Common Stock Certificates to be deposited, to the Plan
Administrator by registered, insured mail. THE CERTIFICATES SHOULD
NOT BE ENDORSED.
Reports to Participants
17. What kind of reports will be sent to participants in the Plan?
Each participant in the Plan will receive a quarterly
statement of account from the Plan Administrator. Each participant
making an optional cash payment will receive an updated statement
after each such optional cash payment is invested. In each
instance, the detailed statement will indicate, among other things,
the number of shares purchased and the average cost per share.
These statements are a record of the cost of purchases of shares
under the Plan and should be retained for income tax purposes. In
addition, each participant will receive the same communications as
every other shareholder, including the Company's Annual Report,
Notice of Annual Meeting and Proxy Statement. The Plan
Administrator will provide you with the necessary Internal Revenue
Service information for reporting dividends on shares in your Plan
account.
<PAGE>
Certificates for Shares
18. Will certificates be issued for shares of Common Stock
purchased under the Plan?
Certificates for shares of Common Stock purchased under the
Plan normally will not be issued to participants. The number of
shares credited to a participant's account under the Plan will be
shown on the participant's statement of account. This feature
protects against loss, theft or destruction of stock certificates.
A certificate for any number of whole shares credited to an
account under the Plan (whether purchased under the Plan or
deposited with the Plan Administrator for safekeeping) will be
issued upon the written request of the participant. The issuance
of such certificate will not terminate participation in the Plan.
However, if a participant is not reinvesting his or her cash
dividends other than on shares credited to the participant's
account under the Plan, the issuance of a certificate for all such
shares will remove them from the Plan and the cash dividends on
such shares will not be reinvested thereafter. Any full and
fractional shares not issued will continue to be credited to the
participant's account and cash dividends on such shares will
continue to be reinvested in Common Stock.
Certificates for fractions of shares will not be issued under
any circumstances.
Shares credited to the account of a participant under the Plan
may not be pledged as collateral. A participant who wishes to
pledge or assign such shares must request that a certificate for
such shares be issued to the participant in his or her name.
19. How does a participant sell shares held in the Plan?
A participant may request the Plan Administrator to sell any
number of shares, including fractional shares, held in his or her
Plan account at any time by giving written instructions to the Plan
Administrator. After the receipt of the request, the Plan
Administrator will sell the shares on the next Investment Date (or
shortly thereafter during months in which dividends are paid). If
an account is in the name of joint tenants, each individual whose
name is on the account must execute the request to sell shares.
The participant or participants will receive the proceeds, less an
administrative charge of $5.00 and applicable brokerage
commissions, if any. Proceeds from shares sold through the Plan
will be paid by check.
<PAGE>
20. How does a participant transfer shares held in the Plan?
If a participant wishes to transfer the ownership of all, or
part of, the shares held in his or her Plan account to another
person, whether by gift, private sale or otherwise, the participant
may effect such transfer by mailing a properly completed and
executed stock assignment (stock power) to the Plan Administrator.
Transfers of all or less than all of the participant's shares must
be made in whole share amounts, unless transfer is being made to
another participant in the Plan, in which case fractional shares
may be transferred. If the participant transfers all whole shares
in his or her account, any remaining fractional share will remain
in the account and dividends on the fractional share, and any
optional cash payment, will be invested in Common Stock unless the
participant instructs the Plan Administrator to sell the fractional
share or to terminate participation in the Plan, in which case the
fractional share will be sold and the proceeds (less any sales
commission and a handling charge of $5.00) will be mailed directly
to the participant.
Written requests for transfer sent to the Plan Administrator
must include the name(s), address and tax identification number of
the transferee(s) and be accompanied by an executed stock
assignment (stock power) with medallion signature guarantee. The
signature(s) on the assignment must correspond with the name(s) on
the account.
If instructions for the transfer of all shares credited to a
Plan account are received on or after a dividend record date but
before the related dividend payment date, the transfer will not be
processed until after the dividend payment date. The dividends on
the shares will be reinvested on the dividend payment date and the
shares purchased with the dividends will be included in the shares
transferred. If instructions for the transfer of less than all
shares are received on or after a dividend record date but before
the related dividend payment date, the transfer will be processed
as soon as practicable and the dividend on the shares that have
been transferred, as well as the dividend on the shares remaining
in the account, will be reinvested on the dividend payment date and
the shares purchased will be credited to the participant's account.
A stock certificate for the shares transferred will be issued
to the transferee(s) and information pertaining to the Plan will be
mailed to the transferee(s), unless the transferee(s) already
participates in the Plan.
<PAGE>
Termination
21. How does a participant terminate his or her participation in
the Plan?
A participant may terminate participation in the Plan by
notifying the Plan Administrator, in writing, that he or she wishes
to terminate.
A notice of termination to be achieved by the sale of shares
in the Plan is effective on the next investment date. A notice of
termination to be achieved by the transfer of shares in the Plan is
normally effective when it is received by the Plan Administrator.
However, if the notice to transfer is received on or after a
dividend record date and before the related dividend payment date,
the notice will be effective after the dividend payment date. The
dividend paid on that date, and any optional cash payment, will be
invested under the Plan. The notice will be processed after the
participant's account has been credited with the shares purchased.
Dividends paid after termination from the Plan will be paid in
cash directly to the shareholder unless he or she elects to
re-enroll in the Plan, which may be done at any time.
22. How are shares distributed upon termination?
When a participant terminates participation in the Plan, or
upon termination of the Plan by the Company, a certificate for
whole shares credited to his or her account under the Plan will be
issued and a cash payment will be made for any fraction of a share
based on the then current market price of the shares of Common
Stock of the Company, less any sales commission and a handling
charge of $5.00. Upon termination, the participant may request
that all of the shares, both whole and fractional, credited to his
or her account in the Plan be sold.
Other Information
23. Does participation in the Plan involve any risk?
The Plan itself creates no additional risk. The risk to participants
is the same as with any other investment in shares of Common Stock of
the Company. It is important to recognize, however, that participants
do not have control over the price or the time at which Common Stock
is purchased or sold for their Plan accounts and participants therefore
bear the market risk associated with fluctuations in the price of
Common Stock during the period that their investment instructions are
being processed by the Plan Administrator. Participants also must
recognize that neither the Company nor the Plan Administrator can
assure a profit or protect against a loss on the shares purchased
under the Plan.
<PAGE>
24. What happens if the Company declares a stock split, issues a
stock dividend or has a Common Stock rights offering?
Any shares distributed by the Company as a stock dividend on
shares credited to a participant's account, or upon any split of
such shares, will be credited to the participant's account and held
by the Plan Administrator for safekeeping. Stock dividends
distributed on shares registered in the name of a participant that
are not held by the Plan Administrator under the Plan, as well as
shares distributed on account of any split of such shares, will be
mailed directly to the shareholder. 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.
25. 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.
26. What is the responsibility of the Company and the Plan
Administrator under the Plan?
In administering the Plan, neither the Company, the Plan
Administrator nor any agent will be liable for any action done in
good faith, or for any omission to act in good faith, including,
without limitation, any claim of liability arising (a) with
respect to the prices at which shares are purchased or sold for
your account and the times when such purchases or sales are made,
or (b) from any fluctuation in the market value after the purchase
or sale of shares, or (c) from continuation of your account until
receipt by the Plan Administrator of written notice of termination
or written evidence of your death. Nothing in the above paragraph
shall be deemed to constitute a waiver of any rights that you might
have under the Securities Act of 1933 or other applicable federal
laws.
The participant should recognize that neither the Company nor
the Plan Administrator can provide any assurance of a profit or
protection against a loss on any shares purchased under the Plan.
27. May the Plan be changed?
The Company reserves the right to amend, suspend, modify or
terminate the Plan at any time. Notice of any such amendment,
suspension, modification or termination will be sent to all
participants as soon as is practicable. Any uninvested funds held
by the Plan Administrator at the time of any suspension or
termination of the Plan will be remitted by the Plan Administrator
to the participants. 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. As of March 3, 1998, 1,019,096 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.
28. How is the Plan to be interpreted?
Any question of interpretation arising under the Plan will be
determined by the Company.
29. 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.
FEDERAL INCOME TAX CONSEQUENCES
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 dividend is paid.
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.
<PAGE>
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.
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, 1997 and
1996 and for each of the years in the three-year period ended
December 31, 1997 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.
<PAGE>
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.
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
Features. . . . . . . . . . . . . . . . . . . . . . . . . .7
Administration. . . . . . . . . . . . . . . . . . . . . . .7
Participation . . . . . . . . . . . . . . . . . . . . . . .7
Costs . . . . . . . . . . . . . . . . . . . . . . . . . . .9
Purchases . . . . . . . . . . . . . . . . . . . . . . . . .9
Optional Cash Payments. . . . . . . . . . . . . . . . . . 11
Safekeeping of Certificates . . . . . . . . . . . . . . . 11
Reports to Participants . . . . . . . . . . . . . . . . . 11
Certificates for Shares . . . . . . . . . . . . . . . . . 13
Termination . . . . . . . . . . . . . . . . . . . . . . . 15
Other Information . . . . . . . . . . . . . . . . . . . . 15
FEDERAL INCOME TAX CONSEQUENCES. . . . . . . . . . . . . . . . 17
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . 17
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . 19<PAGE>
<PAGE>
EMC INSURANCE GROUP INC.
COMMON STOCK
OFFERED PURSUANT TO ITS
AMENDED AND RESTATED
DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
_________________________________
PROSPECTUS
_________________________________
MARCH 27, 1998
_________________________________
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:
Cost of printing and engraving. . . . . . . . . . . . $2,000
Legal fees and expenses . . . . . . . . . . . . . . . $2,000
Accounting fees and expenses. . . . . . . . . . . . . $1,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . $1,000
______
Total $6,000
====================================
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.
<PAGE>
Item 16. Exhibits.
23.1 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney.
<PAGE>
Item 17. Undertakings
The undersigned Registrant hereby undertakes that:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement: (i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) To reflect in the
prospectus any facts or events arising after the effective date of
the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and (iii) To include any material
information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to
such information in the Registration Statement; provided, however,
that the Registrant need not file a post-effective amendment to
include the information required to be included by subsection (i)
or (ii) hereof if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
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.
(3) To remove from registration by means of a post-effective
amendment any of the securities which remain unsold at the
termination of the offering.
(4) That, 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 this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(5) 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 Securities Act of 1933 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. 2 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 March 27, 1998.
EMC INSURANCE GROUP INC.
By: /s/ Bruce G. Kelley
-----------------------------
Bruce G. Kelley
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of
1933, this Post-Effective Amendment No. 2 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 March 27, 1998
-------------------------------
Bruce G. Kelley
President, Chief Executive
Officer and Director
By: /s/ Mark E. Reese March 27, 1998
-------------------------------
Mark E. Reese
Chief Financial and Accounting Officer
By: /s/ George C. Carpenter, III * March 27, 1998
-------------------------------
George C. Carpenter, III, Director
By: /s/ E. H. Creese * March 27, 1998
-------------------------------
E. H. Creese, Director
<PAGE>
By: /s/ David J. Fisher * March 27, 1998
-------------------------------
David J. Fisher, Director
By: /s/ George W. Kochheiser * March 27, 1998
-------------------------------
George W. Kochheiser, Director
By: /s/ Raymond A. Michel * March 27, 1998
-------------------------------
Raymond A. Michel, Director
By: /s/ Fred A. Schiek * March 27, 1998
-------------------------------
Fred A. Schiek, Director
* By /s/ Mark E. Reese March 27, 1998
---------------------------
Mark E. Reese
(Attorney-in-Fact)
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Item
23.1 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the post-
effective amendment no. 2 to the registration statement (No. 33-
34499) on Form S-3 of EMC Insurance Group Inc. of our reports dated
February 26, 1998 relating to the consolidated balance sheets of
EMC Insurance Group Inc. and Subsidiaries as of December 31, 1997
and 1996 and the related consolidated statements of income,
stockholders' equity and cash flows and related financial statement
schedules for each of the years in the three-year period ended
December 31, 1997, which appear in the December 31, 1997
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 LLP
-------------------------
KPMG PEAT MARWICK LLP
Des Moines, Iowa
March 27, 1998
EXHIBIT 24
POWER OF ATTORNEY
Know all persons by these presents, that each of the
undersigned hereby constitutes and appoints, jointly and severally,
Bruce G. Kelley and Mark E. Reese, or either of them (with full
power to each of them to act alone), as his true and lawful
attorneys-in-fact and agents, each with full power of substitution
and resubstitution, for him and on his behalf to sign, execute and
file this registration statement and any or all amendments
(including, without limitation, post-effective amendments) to this
registration statement, and to file the same, with all exhibits
thereto and all documents required to be filed with respect
therewith, with the Securities and Exchange Commission or any
regulatory authority, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in connection therewith and about the premises in order to
effectuate the same as fully to all intents and purposes as he
might or could do if personally present, hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any of
them, or his or their substitute or substitutes, may lawfully do or
cause to be done.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 28th day of January, 1998.
By: /s/ Bruce G. Kelley
-------------------------------------
Bruce G. Kelley
President, Chief Executive Officer
and Director
By: /s/ George C. Carpenter III
-------------------------------------
George C. Carpenter III, Director
By: /s/ E. H. Creese
-------------------------------------
E. H. Creese, Director
By: /s/ David J. Fisher
-------------------------------------
David J. Fisher, Director
By: /s/ George W. Kochheiser
-------------------------------------
George W. Kochheiser, Director
By: /s/ Raymond A. Michel
-------------------------------------
Raymond A. Michel, Director
By: /s/ Fredrick A. Schiek
-------------------------------------
Fredrick A. Schiek, Director
