-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UzHExCEQp383BGxKRhWgw372U84SdSqlAEsDCvFaUwA4LTt8kHJG273MT7ET6I4V n0mZN2m+SnCByd3BaTkZng== 0001169232-03-006356.txt : 20031105 0001169232-03-006356.hdr.sgml : 20031105 20031105081204 ACCESSION NUMBER: 0001169232-03-006356 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031105 GROUP MEMBERS: GUY W. MILLNER GROUP MEMBERS: LAWRENCE STUMBAUGH FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SERCAP HOLDINGS LLC CENTRAL INDEX KEY: 0001226943 IRS NUMBER: 582351345 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: P.O. BOX 723128 CITY: ATLANTA STATE: GA ZIP: 31139 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASSURANCEAMERICA CORP CENTRAL INDEX KEY: 0000008497 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 870281240 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58867 FILM NUMBER: 03977872 BUSINESS ADDRESS: STREET 1: RIVER EDGE ONE SUITE 600 STREET 2: 5500 INTERSTATE NORTH PKWY CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 770 933 8911 MAIL ADDRESS: STREET 1: RIVER EDGE ONE SUITE 600 STREET 2: 5500 INTERSTATE NORTH PKWY CITY: ATLANTA STATE: GA ZIP: 30328 FORMER COMPANY: FORMER CONFORMED NAME: BRAINWORKS VENTURES INC DATE OF NAME CHANGE: 20001115 FORMER COMPANY: FORMER CONFORMED NAME: AURIC METALS CORP DATE OF NAME CHANGE: 19920703 SC 13D/A 1 d57286_sc13da.txt AMENDMENT TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) AssuranceAmerica Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 04621M 1 02 (CUSIP Number) Lawrence Stumbaugh AssuranceAmerica Corporation RiverEdge One 5500 Interstate North Parkway Suite 600 Atlanta, Georgia 30328 (770) 933-8911 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 2, 2003 (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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 04621M 1 02 13D Page 2 of 8 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Sercap Holdings, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (Conversion of Stock) - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Georgia - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 42,390,000 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 42,390,000 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 42,390,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 93.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO (Limited Liability Company) - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 04621M 1 02 13D Page 3 of 8 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Guy W. Millner - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (Conversion of Stock) - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 37,080,653 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 37,080,653 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,080,653 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 82.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 04621M 1 02 13D Page 4 of 8 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Lawrence Stumbaugh - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (Conversion of Stock) - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 5,309,347 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 5,309,347 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,309,347 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 04621M 1 02 13D Page 5 of 8 Pages This Amendment No. 1 hereby amends and supplements that certain Statement on Schedule 13D filed on April 11, 2003, by Sercap Holdings, LLC, Guy W. Millner and Lawrence Stumbaugh relating to the common stock, par value $0.01 per share, of AssuranceAmerica Corporation, a Nevada corporation, as follows: Item 1. Security and Issuer Item 1 is hereby amended and restated to read in its entirety as follows: "This Schedule 13D relates to the common stock, par value $0.01 per share (the "Common Stock"), of AssuranceAmerica Corporation, a Nevada corporation (the "Issuer"). The Issuer's principal executive offices are located at RiverEdge One, 5500 Interstate North Parkway, Suite 600, Atlanta, Georgia 30328." Item 2. Identity and Background Item 2 is hereby amended and restated to read in its entirety as follows: "This statement is being filed jointly by Sercap Holdings, LLC ("Sercap"), Guy W. Millner and Lawrence Stumbaugh (each individually, a "Reporting Person" and, collectively, the "Reporting Persons"). Sercap is a limited liability company organized under the laws of the State of Georgia, with its principal place of business and principal office located at 3535 Piedmont Road, N.E., Suite 440, Atlanta, Georgia 30305. Sercap is an insurance-based holding company. Guy W. Millner, Lawrence Stumbaugh and MI Holdings, Inc., a Georgia corporation, are the members of Sercap. Messrs. Millner and Stumbaugh also serve on Sercap's Board of Directors. Guy W. Millner is a citizen of the United States of America, and his business address is RiverEdge One, 5500 Interstate North Parkway, Suite 600, Atlanta, Georgia 30328. Mr. Millner's present occupation is Chairman of the Board of Directors of the Issuer and of Sercap. Lawrence Stumbaugh is a citizen of the United States of America, and his business address is RiverEdge One, 5500 Interstate North Parkway, Suite 600, Atlanta, Georgia 30328. Mr. Stumbaugh's present occupation is as Chief Executive Officer and President of the Issuer and of Sercap. MI Holdings, Inc. is a corporation organized under the laws of the State of Georgia, with its principal place of business located at 3535 Piedmont Road, N.E., Suite 440, Atlanta, Georgia 30305. MI Holdings, Inc. is an insurance-based holding company, but also holds certain interests in Neighborhood Variety Stores, LLC, a retail craft chain located in Florida. Mr Millner serves as the Chairman of MI Holdings, Inc. and may be deemed to control MI Holdings, Inc. During the last five years, to the best of their knowledge, none of the Reporting Persons have been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future CUSIP No. 04621M 1 02 13D Page 6 of 8 Pages violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws." Item 3. Source and Amount of Funds or Other Consideration Item 3 is hereby amended and restated to read in its entirety as follows: "On April 1, 2003, pursuant to the terms of an Agreement and Plan of Merger and Reorganization by and among the Issuer, AAHoldings Acquisition Sub, Inc., AAHoldings, LLC and AssuranceAmerica dated April 1, 2003 (the "Merger Agreement"), all shares of the common stock of AssuranceAmerica Corporation, a Georgia corporation ("AssuranceAmerica"), held by Sercap automatically converted into 19,344,617 shares of Common Stock. On July 2, 2003, pursuant to the terms of the Merger Agreement, all shares of AssuranceAmerica's Series A Converting Preferred Stock held by Sercap automatically converted into 23,045,383 shares of Common Stock upon the effectiveness of an amendment to the Issuer's Articles of Incorporation increasing the number of authorized shares of Common Stock." Item 4. Purpose of Transaction Item 4 is hereby amended and restated to read in its entirety as follows: "(b) The Reporting Persons acquired the Common Stock as a result of and pursuant to a merger between AssuranceAmerica and a wholly-owned subsidiary of the Issuer, the purpose of which was to facilitate the Issuer's entrance into the property and casualty insurance industry (the "Merger"). To effect the Merger, a newly-formed subsidiary of the Issuer, AAHoldings Acquisitions Sub, Inc., a Georgia corporation, merged with and into AssuranceAmerica, a property and casualty-oriented insurance holding company, which currently focuses on the non-standard automobile insurance markets. As a result of the Merger, AssuranceAmerica became the surviving subsidiary of the Issuer. Pursuant to the terms of the Merger Agreement, on April 1, 2003, all of AssuranceAmerica's common stock held by Sercap automatically converted into 19,344,617 shares of Common Stock and on July 2, 2003, all of AssuranceAmerica's Series A Converting Preferred Stock held by Sercap automatically converted into 23,045,383 shares of Common Stock." (e) See (b) above. Item 5. Interest in Securities of the Issuer Item 5 is hereby amended by replacing subsections(a) through (c) thereof with the following: "(a) The following calculations are based on the Issuer having 45,171,090 shares of Common Stock issued and outstanding as of the date hereof. CUSIP No. 04621M 1 02 13D Page 7 of 8 Pages Sercap beneficially owns 42,390,000 shares of Common Stock, which represents approximately 93.8% of the outstanding Common Stock. Guy Millner indirectly beneficially owns 37,080,653 shares of Common Stock held by Sercap, which represents approximately 82.1% of the outstanding Common Stock. Mr. Millner is deemed an indirect beneficial owner of shares of Common Stock beneficially owned by Sercap by virtue of his approximately 82.5% direct membership interest in Sercap and his 5.0% membership interest in Sercap through MI Holdings, Inc. Lawrence Stumbaugh indirectly beneficially owns 5,309,347 shares of Common Stock held by Sercap, which represents approximately 11.8% of the outstanding Common Stock. Mr. Stumbaugh is deemed an indirect beneficial owner of shares of Common stock beneficially owned by Sercap by virtue of his approximately 12.5% membership interest in Sercap. (b) Sercap holds the sole power to vote and dispose of or to direct the disposition of 42,390,000 shares of Common Stock. Guy Millner holds the sole power to vote and dispose of, or to direct the disposition of 37,080,653 shares of Common Stock held by Sercap, which includes 2,119,500 shares indirectly controlled by Mr. Millner through MI Holdings, Inc. Lawrence Stumbaugh holds the sole power to vote and dispose of or to direct the disposition of 5,309,347 shares of Common Stock held by Sercap. (c) On July 2, 2003, pursuant to the terms of the Merger Agreement, all shares of AssuranceAmerica's Series A Converting Preferred Stock held by Sercap automatically converted into 23,045,383 shares of Common Stock upon the effectiveness of an amendment to the Issuer's Articles of Incorporation increasing the number of authorized shares of Common Stock." Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer Item 6 is hereby amended by adding the following to the end thereof: "The Issuer has issued certain unsecured promissory notes to Sercap. The notes accrue interest at a rate of 8.0% per annum. As of October 24, 2003, the amount of outstanding principal and accrued interest under such notes totaled approximately $7.0 million. As permitted under the notes, the Issuer has made no payments of accrued interest on such notes since the date of issuance. The notes provide for the repayment of principal beginning in December 2004 in an amount equal to the greater of $500,000 or an amount equal to 25% of the Issuer's net income after tax, plus non-cash items, less working capital. However, the notes also permit the Issuer to postpone any and all payments under the notes without obtaining the consent of, and without giving notice or paying additional consideration to, Sercap. Sercap intends to convert $1.5 million of the outstanding principal and accrued interest under such notes into 3.0 million shares of Common Stock upon the closing of a certain private placement of Common Stock." CUSIP No. 04621M 1 02 13D Page 8 of 8 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: October 31, 2003 SERCAP HOLDINGS, LLC By: /s/ Guy W. Millner --------------------------- Guy W. Millner, Manager Date: October 31, 2003 /s/ Guy W. Millner ------------------------------- GUY W. MILLNER Date: October 31, 2003 /s/ Lawrence Stumbaugh -------------------------------- LAWRENCE STUMBAUGH ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. ss.1001). -----END PRIVACY-ENHANCED MESSAGE-----