UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
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| þ | | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2006
OR
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| 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
(Exact name of Registrant as specified in its charter)
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| Ohio | | 31-1718622 |
| (State or other jurisdiction of | | (I.R.S. Employer Identification No.) |
| incorporation or organization) | | |
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| 465 Cleveland Avenue | | 43082 |
| Westerville, Ohio | | (Zip Code) |
| (Address of principal executive offices) | | |
(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.
YESþ NOo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filero Accelerated filerþ Non-accelerated filero
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
o Yesþ No
As of May 10, 2006, the registrant had 13,211,019 outstanding Common Shares, without par value.
Explanatory Note
This Amendment No. 1 to our Quarterly Report on Form 10-Q/A amends our certifications filed as Exhibits 31.1 and 31.2 by Edward F. Feighan and Erin E. West pursuant to Rule 13a-14(a)-15d-14(a) for the quarterly period ended March 31, 2006, originally filed on May 10, 2006 (the “Original Filing”). We are filing this Amendment No. 1 to include the language underlined in the text below, which was inadvertently omitted from the Original Filing:
4. ProCentury’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for ProCentury and have:
| | b) | | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
This Amendment No. 1 does not affect any other information contained in the Original Filing.
Item 6. Exhibits
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The following exhibits are filed herewith:
| | 31.1 | | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act |
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| | 31.2 | | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act |
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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.
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| | | PROCENTURY CORPORATION | | |
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| Date June 9, 2006 | | By: | | /s/ Erin E. West | | |
| | | | | Erin E. West | | |
| | | | | Chief Financial Officer and Treasurer | | |
| | | | | (Principal Financial and Accounting Officer) | | |
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EXHIBIT INDEX
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| | 31.1 | | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act |
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| | 31.2 | | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act |
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