-----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, IuJww1Z0MolNvYjhftBNjHytSs67uYjR8gbEbhmJgZFUQdjAal5EkWIFufD3LRTl iqscA8vO3V6GSlL3czBWNw== 0001144204-04-015358.txt : 20040929 0001144204-04-015358.hdr.sgml : 20040929 20040929165109 ACCESSION NUMBER: 0001144204-04-015358 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040927 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040929 DATE AS OF CHANGE: 20040929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 21ST CENTURY HOLDING CO CENTRAL INDEX KEY: 0001069996 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 650248866 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25001 FILM NUMBER: 041053274 BUSINESS ADDRESS: STREET 1: 4161 N W 5TH STREET CITY: PLANTATION STATE: FL ZIP: 33317 BUSINESS PHONE: 9545819993 MAIL ADDRESS: STREET 1: 4161 N W 5TH STREET CITY: PLANTATION STATE: FL ZIP: 33317 8-K 1 v07115_8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: SEPTEMBER 27, 2004 (DATE OF EARLIEST EVENT REPORTED) 21ST CENTURY HOLDING COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 0-2500111 65-0248866 - ----------------------------------------- -------------------------------- ------------------------------------------ (STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION)
3661 WEST OAKLAND PARK BLVD., SUITE 300 LAUDERDALE LAKES, FL 33311 - ------------------------------------------------------ ------------------ (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (954) 581-9993 NOT APPLICABLE (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF THE REGISTRANT UNDER ANY OF THE FOLLOWING PROVISIONS (SEE GENERAL INSTRUCTION A.2. BELOW): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4( c) under the Exchange Act (17 CFT 240.13e-4( c)) ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On September 27, 2004, 21st Century Holding Company issued a press release relating to the impact of Hurricane Jeanne and guidance regarding the Company's anticipated earnings for 2004 and 2005. A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.1 and incorporated herein reference. The information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto is hereby intended to be furnished pursuant to Item 2.02. "Results of Operations and Financial Condition." As provided in General Instruction B.2. of SEC Form 8-K, such information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K. ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. 99.1 21st Century Holding Company Press Release, dated September 27, 2004. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 21ST CENTURY HOLDING COMPANY Date: September 27, 2004 By: /s/ Richard A. Widdicombe ----------------------------------------- Name: Richard A. Widdicombe Title: Chief Executive Officer (Principal Executive Officer) Date: September 27, 2004 By: /s/ James Gordon Jennings, III ----------------------------------------- Name: James Gordon Jennings, III Title: Chief Financial Officer (Principal Accounting and Financial Officer) 4 EXHIBIT INDEX EXHIBIT NO. EXHIBIT TITLE 99.1 21st Century Holding Company Press Release, dated September 27, 2004. 5 EX-99.1 2 v07115_ex99-1.txt EXHIBIT 99.1 FOR IMMEDIATE RELEASE - --------------------- CONTACT: EDWARD J. LAWSON, PRESIDENT AND CHAIRMAN, 21ST CENTURY HOLDING COMPANY (954) 308-1257 OR (954) 581-9993 21ST CENTURY HOLDING COMPANY REPORTS LOSSES FOR HURRICANE JEANNE AND FORWARD GUIDANCE PLANTATION, FLORIDA, SEPTEMBER 27, 2004 - EDWARD J. (TED) LAWSON, PRESIDENT & CHAIRMAN OF THE BOARD OF 21ST CENTURY HOLDING COMPANY (NASDAQ: TCHC), comments about Federated National Insurance Company, a subsidiary of 21st Century, "First and foremost we would like to assure all of our policyholders that were affected by Hurricane Jeanne that our adjusters are in the stricken area and working hard to help take care of them. Our claim lines are open 24 hours a day, 7 days a week. Our offices are staffed and we are responding to our policyholders needs." Mr. Lawson continued, "First of all, as with the other storms this season, this hurricane should not impair Federated National or its ability to write business in the future. We believe Federated National has enough reinsurance in place to handle this storm. American Vehicle, our other insurance subsidiary, writes general liability and personal auto insurance and will not be affected. After an unprecedented four major hurricanes, Mother Nature has reduced our estimated earnings for 2004 down to approximately break even. Guidance for 2005 however, will remain the same at approximately $2.67 per share (post stock split). The Company is presently exploring alternatives to reduce its exposure to these types of storms. Although these measures may increase operating expenses, management believes that they will protect long-term profitability. A basic insurance company's function is to spread the risk among a group of common interest parties (such as homeowners) but those parties, over time, must bear the risk. At the appropriate time we will need to file for rate relief. However, right now our emphasis is on our insureds, as it should be. We will be reporting our third quarter earnings around November 10th and will have a conference call at that time." ABOUT THE COMPANY The Company, through its subsidiaries, underwrites standard and non-standard personal automobile insurance, flood insurance, general liability insurance, mobile home insurance and homeowners' property and casualty insurance in the State of Florida. The Company underwrites general liability and homeowners insurance as an admitted carrier in the State of Louisiana. The Company also operates as an approved (non-admitted) carrier in the State of Georgia underwriting general liability coverage for contractors, mercantile classes and special events. In addition, the Company has underwriting authority and processes claims for third party insurance companies. In addition to insurance services, the Company offers premium finance services to its insureds as well as insureds of certain third party insurance companies. Lastly, the Company offers other ancillary services including licensing of its tax preparation software products, electronic income tax filing, tax preparation, and automobile tag and title transfer services. The Company offers single and master franchise opportunities to individuals through its subsidiaries, Fed USA Insurance/Financial Services and EXPRESSTAX(R) Franchise Corporation. Safe harbor statements under the Private Securities Litigation Reform Act of 1995: Statements in this press release that are not historical fact are forward-looking statements that are subject to certain risks and uncertainties that could cause actual events and results to differ materially from those discussed herein. Without limiting the generality of the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "intend," "could," "would," "estimate," or "continue" or the other negative variations thereof or comparable terminology are intended to identify forward-looking statements. The risks and uncertainties include, without limitation, uncertainties related to estimates, assumptions and projections generally; inflation and other changes in economic conditions (including changes in interest rates and financial markets); pricing competition and other initiatives by competitors; ability to obtain regulatory approval for applications to underwrite in an additional jurisdiction or for requested rate changes, and the timing thereof; legislative and regulatory developments; the outcome of litigation pending against the Company and any settlement thereof; risks related to the nature of the Company's business; dependence on investment income and the composition of the Company's investment portfolio; the adequacy of the Company's liability for loss and loss adjustment expense; insurance agents; claims experience; limited experience in the insurance industry; ratings by industry services; catastrophe losses; reliance on key personnel; weather conditions (including the severity and frequency of storms, hurricanes, tornadoes and hail); changes in driving patterns and loss trends; acts of war and terrorist activities; court decisions and trends in litigation, and health care and auto repair costs; and other matters described from time to time by the Company in releases and publications, and in periodic reports and other documents filed with the United States Securities and Exchange Commission. In addition, investors should be aware that generally accepted accounting principles prescribe when a company may reserve for particular risks, including litigation exposures. Accordingly, results for a given reporting period could be significantly affected if and when a reserve is established for a major contingency. Reported results may therefore appear to be volatile in certain accounting periods. ##### -----END PRIVACY-ENHANCED MESSAGE-----