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: NOVEMBER 11, 2004
(DATE OF EARLIEST EVENT REPORTED)
21ST CENTURY HOLDING COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 0-2500111 65-0248866
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION) IDENTIFICATION NO.)
3661 WEST OAKLAND PARK BLVD., SUITE 300
LAUDERDALE LAKES, FL 33311
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(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 CFR 240.13E-4(C))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On November 11, 2004, 21st Century Holding Company (the "Company") issued a
press release to report its results for its third fiscal quarter ended September
30, 2004. A copy of the press release is attached to this current report on Form
8-K as Exhibit 99.1 and incorporated herein by reference.
ITEM 7.01 REGULATION FD DISCLOSURE.
During the Company's investor conference call on November 11, 2004, commencing
at 4:30 P.M., Edward J. Lawson, President and Chairman of the Board, responded
to a question by indicating that the surplus of Federated National Insurance
Company totaled $8 million as of September 30, 2004.
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" and Item 7.01, "Regulation FD Disclosure."
As provided in General Instruction B.6 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 AND EXHIBITS.
(a) Exhibits.
99.1 21st Century Holding Company Press Release, dated November 11, 2004.
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: November 12, 2004 By: /s/ Richard A. Widdicombe
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Name: Richard A. Widdicombe
Title: Chief Executive Officer
(Principal Executive Officer)
Date: November 12, 2004 By: /s/ James Gordon Jennings, III
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Name: James Gordon Jennings, III
Title: Chief Financial Officer
(Principal Accounting and Financial Officer)
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT TITLE
99.1 21st Century Holding Company Press Release, dated November 11, 2004.