UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q/A
(Mark One)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2004
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
000-50641
(Commission File Number)
PROCENTURY CORPORATION
| Ohio | 31-1718622 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 465 Cleveland Avenue | ||
| Westerville, Ohio | 43082 | |
| (Address of principal executive offices) | (Zip Code) |
(614) 895-2000
(Registrant’s telephone number, including area code)
Indicate by check mark whether registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report(s)), and (2) has been subject to such filing requirements for the past 90 days.
YESx NOo
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
YESo NOx
As of August 17, 2004, the registrant had 13,101,195 outstanding Common Shares, without par value.
EXPLANATORY NOTE
This Form 10-Q/A amends and restates Item 2 of Part II: Other Information of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 of ProCentury Corporation (the “Company”) to provide information related to the Company’s use of proceeds from its initial public offering of common shares, without par value. This amendment does not include any restatement of the Company’s previously filed financial statements.
PART II: OTHER INFORMATION
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities
On April 26, 2004, the Company commenced the initial public offering of its common shares, without par value, pursuant to its Registration Statement on Form S-1 (File No. 333-111294), which was declared effective by the Securities and Exchange Commission on April 20, 2004. The Company registered and sold 8,900,000 common shares, which includes 8,000,000 common shares offered by the Company and 900,000 common shares offered by selling shareholders, at a price to the public of $10.50 per common share, with an aggregate maximum offering price of $93,450,000. The managing underwriters for the offering were Friedman, Billings, Ramsey & Co., Inc., A.G. Edwards & Sons, Inc. and Raymond James & Associates, Inc.
The Company did not receive any proceeds from the sale of common shares by the selling shareholders in the offering. The net proceeds to the Company were approximately $76.6 million, as described in the following table:
| Aggregate offering proceeds to the Company. | $ | 84.0 | ||
| Underwriting discounts and commissions | 6.5 | |||
| Finders fee | — | |||
| Expenses paid to or for underwriters | 0.2 | |||
| Other fees and expenses (estimated) | 1.3 | |||
| Total expenses (estimated) | 7.4 | |||
| Net offering proceeds to the Company | $ | 76.6 | ||
The Company contributed $55.0 million to the capital of its primary insurance subsidiary, Century Surety Company, repaid $8.7 million of bank indebtedness outstanding at the closing of the offering to Eaton National Bank & Trust Co. (“Eaton”) and redeemed all of the Company’s outstanding Class B common shares for a redemption price of $5.5 million. Jeffrey A. Maffett, our director, is Chairman of Colonial Bank Corporation, the parent of Eaton, and is Chairman, President and Chief Executive Officer of Oculina Bank, a subsidiary of Colonial Bank Corporation. The remainder of the net proceeds, approximately $7.4 million, was retained by the Company for other general corporate purposes.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
| 3.1 | Amended and Restated Articles of Incorporation of ProCentury (1) | |
| 3.2 | Amended and Restated Code of Regulations of ProCentury (1) | |
| 31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act (2) | |
| 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act (2) | |
| 32.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (2) |
| 32.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (2) |
| (1) | Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2004, filed with the Securities and Exchange Commission on June 4, 2004. | |
| (2) | These certifications are not deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. These certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates them by reference. |
The registrant hereby undertakes to furnish supplementally a copy of any omitted schedule or other attachment to the Securities and Exchange Commission upon request.
(b) Reports on Form 8-K
None.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf of the undersigned thereunto duly authorized.
| PROCENTURY CORPORATION | ||||
| Date: August 18, 2004 | ||||
| By: | /s/ Charles D. Hamm | |||
| Charles D. Hamm | ||||
| Chief Financial Officer and Treasurer | ||||
| (Principal Financial and Accounting Officer) | ||||
