Amended Statement of Beneficial Ownership (sc 13d/a)
August 20 2019 - 12:32PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act of 1934
(Amendment No. 3)
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
(CUSIP Number)
Todd A. Strother
Senior Vice President-Chief Legal Officer
Employers Mutual Casualty Company
717 Mulberry Street
Des Moines, Iowa 50309
(515) 345-7316
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with a copy to-
Steven R. Barth
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, WI 53202-5306
(414) 297-5662
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box
o
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CUSIP No. 268664109
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1
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Name of Reporting Person
Employers Mutual Casualty Company
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Source of Funds
WC, OO
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5
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Iowa
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
11,771,778
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
11,771,778
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
11,771,778
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13
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Percent of Class Represented by Amount in Row (11)
54.5%
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14
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Type of Reporting Person
HC
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2
This Amendment No. 3 to Schedule 13D amends Amendment No. 2 to Schedule 13D (“
Amendment No. 2
”), dated May 8, 2019, Amendment No. 1 to Schedule 13D (“
Amendment No. 1
”), dated January 31, 2019, and Schedule 13D, dated November 15, 2018 (“
Original Schedule 13D
” and, together with Amendment No. 1 and Amendment No. 2, “
Schedule 13D
”), and is being filed by Employers Mutual Casualty Company (the “
Reporting Person
”) with respect to the shares of common stock, $1.00 par value, of EMC Insurance Group Inc., an Iowa corporation (the “
Issuer
”). Except as specifically set forth herein, the Schedule 13D remains unmodified.
Item 3. Source and Amount of Funds and Other Consideration
Item 3 of the Schedule 13D is amended by inserting the following paragraph at the end of such Item:
On August 20, 2019, the Reporting Person completed a private offering of $100 million principal amount of its 5.75% surplus notes due 2039. The Reporting Person received approximately $98.5 million net proceeds from the offering. The Reporting Person intends to fund a portion of the aggregate consideration that would be required to complete the Merger with the net proceeds of the offering.
3
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the Reporting Person certifies that the information set forth in this statement is true, complete and correct.
Dated: August 20, 2019
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EMPLOYERS MUTUAL CASUALTY COMPANY
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By:
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/s/ David J.W. Proctor, J.D.
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Name: David J.W. Proctor, J.D.
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Title: Chairman of the Board of Directors
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4
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