8-K

 

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 (Date of Earliest Event Reported): January 4, 2005

Affirmative Insurance Holdings, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	000-50795	75-2770432
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
4450 Sojourn Drive, Suite 500, Addison, Texas		75001
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 972-728-6300

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:

[  ]  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 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

On January 4, 2005, Affirmative Insurance Holdings, Inc. issued a press release regarding the closing of its acquisition of agency operations in Florida and Texas. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished in this report, including the exhibit, shall not be deemed to be incorporated by reference into any of Affirmative's filings with the SEC under the Securities Act of 1933, except as shall be expressly set forth by specific reference in any such filing, and shall not be deemed to be "filed" with the SEC under the Securities Exchange Act of 1934.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit 99.1 - Press release dated January 4, 2005

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.

	Affirmative Insurance Holdings, Inc.
January 5, 2005	By:	Timothy A. Bienek
		Name: Timothy A. Bienek
		Title: Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press release dated January 4, 2005

EX-99.1

News Release

Contact: Stewart Yee

Investor Relations

Affirmative Insurance Holdings, Inc.
(972) 728-2117

AFFIRMATIVE INSURANCE HOLDINGS, INC. COMPLETES AGENCY ACQUISITIONS IN FLORIDA AND TEXAS

ADDISON, Texas (January 4, 2005) – Affirmative Insurance Holdings, Inc. (Nasdaq: AFFM), a producer and provider of personal non-standard automobile insurance, today announced the completion of two previously disclosed acquisitions. The first acquisition consists of the assets of the retail agency and franchise operations of 21^st Century Holding Company (Nasdaq: TCHC) and the second acquisition consists of the assets of BW Insurance Agency, Inc.

The 21^st Century Holding Company transaction includes the assets of 24 company-owned retail stores and franchise operations consisting of 42 franchise locations in four designated market areas (“DMA^Ò”) in Florida, operating under the FED USA^Ò brand. The retail agency and franchise operations produce approximately $50.0 million annually of non-standard automobile insurance premiums for multiple insurance companies.

The retail stores and franchise operations will continue to operate under the FED USA brand and produce business for the insurance subsidiaries of 21^st Century Holding Company as well as for other insurance companies not affiliated with 21^st Century Holding Company. Affirmative paid 21^st Century Holding Company $7.0 million in cash and will pay up to an additional $2.5 million subject to certain performance criteria being met.

In the BW Insurance Agency transaction, Affirmative acquired the assets of 10 retail stores in Texas, nine in the Houston DMA and one in the Beaumont DMA. These stores produce approximately $5.0 million of non-standard automobile insurance premiums for multiple insurance companies annually, and will be converted to the A-Affordable^Ò brand name and produce business under A-Affordable’s multiple company distribution model.

Affirmative paid BW Insurance Agency $750,000 in cash and will pay up to an additional $750,000 subject to certain performance criteria being met.

-more-

ABOUT AFFIRMATIVE INSURANCE HOLDINGS
Headquartered in Addison, Texas, Affirmative Insurance Holdings, Inc., is a producer and provider of non-standard automobile insurance policies to individual consumers in highly targeted geographic markets. Affirmative currently offers products and services in 11 states, including Texas, Illinois, California and Florida.

FORWARD LOOKING STATEMENTS DISCLOSURE
Certain information in this news release and other statements or materials are not historical facts but are forward-looking statements relating to such matters as: assumed future results of Affirmative Insurance Holdings, Inc.’s (“the Company”) business; financial condition; liquidity; results of operations; plans; and objectives. In connection with the “safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the Company provides the following cautionary remarks regarding important factors which, among others, could cause the Company’s actual results and experience to differ materially from the anticipated results or other expectations expressed in the Company’s forward-looking statements. The risks and uncertainties that may affect the operations, performance, results of the Company’s business, and the other matters referred to above include, but are not limited to: general volatility of the non-standard personal automobile and reinsurance markets; the market price of our common stock; changes in business strategy; severe weather conditions; availability, terms, and deployment of capital; the degree and nature of competitor product and pricing activity; changes in the non-standard personal automobile insurance industry, interest rates or the general economy; identification and integration of potential acquisitions; claims experience; availability of qualified personnel; and the loss of one or more members of the Company’s management team.

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