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 28, 2004
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(Date of earliest event reported)
21ST CENTURY HOLDING COMPANY
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(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 (I.R.S. Employer
incorporation) Number) 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
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(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 1.01 Entry Into a Material Definitive Agreement.
On September 28, 2004, Federated Premium Finance, Inc. ("Federated"), a wholly
owned subsidiary of 21st Century Holding Company, entered into a Second
Modification Agreement (the "Second Modification") between Federated and
Westchester Premium Acceptance Corporation ("WPAC"). WPAC is a sister
corporation to FPF, Inc., both of which are wholly owned subsidiaries of
Flatiron Credit Company, Inc. The Second Modification, which is effective
September 30,2004, renews and extends Federated's existing financing arrangement
as set forth in the Sale and Assignment Agreement dated September 30, 2001, as
amended by the First Modification Agreement dated September 30, 2002, between
Federated and FPF, Inc. (the "Agreement").
The Second Modification extends the Agreement for an additional three-year term
ending September 30, 2007, unless sooner terminated.
The Second Modification also amended certain provisions of the Agreement,
including the following:
o The term "Advance Rate" was amended to reduce to 90.0% (from 95.0%)
the percentage of principal amount of Eligible Receivables available
as advances under the Agreement.
o The term "Maximum Purchase Commitment" was amended to provide that
the maximum availability under the Agreement would initially be
$2,000,000, subject to increase in $500,000 increments, at the
written request of Federated and accepted at the sole discretion of
WPAC, up to a cap of $4,000,000.
o The "Interest Rate" on the amounts advanced was amended to equal to
the greater of 5.75% or a floating rate of interest equal to The
Wall St. Journal prime rate plus a spread that varies with the
credit quality assigned to the various insurers whose receivables
are being sold under the Agreement.
o The "Tangible Net Worth" requirement was increased to $3 million
from $2 million.
Additionally, certain other covenants, definitions and fees were modified in the
Second Modification.
The Second Modification Agreement is filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
10.1 Second Modification Agreement, dated as of September 28, 2004 between
Federated Premium Finance, Inc. and Westchester Premium Acceptance
Corporation
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:October 4, 2004 By: /s/ RICHARD A. WIDDICOMBE
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Name: Richard A. Widdicombe
Title: Chief Executive Officer
(Principal Executive Officer)
Date:October 4, 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
10.1 Second Modification Agreement, dated as of September 28, 2004
between Federated Premium Finance, Inc. and Westchester Premium
Acceptance Corporation