Shedule 13G

-----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, FrE4eMSEXvQ48+2ou4HdNMtxHM6JjfkGBotNFc0Co9+DKXcML1RzfW6n91rKwdN+ 14E0bZ9ZD77lmvHIBuLkTw== 0001193125-06-020730.txt : 20060206 0001193125-06-020730.hdr.sgml : 20060206 20060206155327 ACCESSION NUMBER: 0001193125-06-020730 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060206 DATE AS OF CHANGE: 20060206 GROUP MEMBERS: FLAGG STREET OFFSHORE LP GROUP MEMBERS: FLAGG STREET PARTNERS LP GROUP MEMBERS: FLAGG STREET PARTNERS QUALIFIED LP GROUP MEMBERS: JONATHAN STARR SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROCENTURY CORP CENTRAL INDEX KEY: 0001273397 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 311718622 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79905 FILM NUMBER: 06581505 BUSINESS ADDRESS: STREET 1: 465 CLEVELAND AVENUE CITY: WESTERVILLE STATE: OH ZIP: 43082 BUSINESS PHONE: 6148952000 MAIL ADDRESS: STREET 1: 465 CLEVELAND AVENUE CITY: WESTERVILLE STATE: OH ZIP: 43082 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Flagg Street Capital LLC CENTRAL INDEX KEY: 0001321850 IRS NUMBER: 743123494 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 44 BRATTLE STREET CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 617-876-6085 MAIL ADDRESS: STREET 1: 44 BRATTLE STREET CITY: CAMBRIDGE STATE: MA ZIP: 02138 SC 13G 1 dsc13g.htm SHEDULE 13G Shedule 13G


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

ProCentury Corporation

(Name of Issuer)

Common Stock, without par value

(Title of Class of Securities)

74268T108

(CUSIP Number)

January 27, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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. 74268T108		13G		Page 2 of 12 Pages


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Jonathan Starr
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization USA


Number of Shares Beneficially Owned by Each Reporting Person With		5. Sole Voting Power 679,353
		6. Shared Voting Power 0
		7. Sole Dispositive Power 679,353
		8. Shared Dispositive Power 0


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 679,353
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.		Percent of Class Represented by Amount in Row (9) 5.14%
12.		Type of Reporting Person (See Instructions) IN


CUSIP No. 74268T108		13G		Page 3 of 12 Pages


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Flagg Street Capital LLC I.R.S. Identification No. 74-3123494
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization Delaware


Number of Shares Beneficially Owned by Each Reporting Person With		5. Sole Voting Power 679,353
		6. Shared Voting Power 0
		7. Sole Dispositive Power 679,353
		8. Shared Dispositive Power 0


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 679,353
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.		Percent of Class Represented by Amount in Row (9) 5.14%
12.		Type of Reporting Person (See Instructions) OO


CUSIP No. 74268T108		13G		Page 4 of 12 Pages


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Flagg Street Partners LP I.R.S. Identification No. 16-1702721
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization Delaware


Number of Shares Beneficially Owned by Each Reporting Person With		5. Sole Voting Power 104,706
		6. Shared Voting Power 0
		7. Sole Dispositive Power 104,706
		8. Shared Dispositive Power 0


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 104,706
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.		Percent of Class Represented by Amount in Row (9) 0.79%
12.		Type of Reporting Person (See Instructions) PN


CUSIP No. 74268T108		13G		Page 5 of 12 Pages


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Flagg Street Partners Qualified LP I.R.S. Identification No. 16-1702722
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization Delaware


Number of Shares Beneficially Owned by Each Reporting Person With		5. Sole Voting Power 169,406
		6. Shared Voting Power 0
		7. Sole Dispositive Power 169,406
		8. Shared Dispositive Power 0


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 169,406
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.		Percent of Class Represented by Amount in Row (9) 1.28%
12.		Type of Reporting Person (See Instructions) PN


CUSIP No. 74268T108		13G		Page 6 of 12 Pages


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Flagg Street Offshore LP I.R.S. Identification No. 16-1702723
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization Delaware


Number of Shares Beneficially Owned by Each Reporting Person With		5. Sole Voting Power 405,241
		6. Shared Voting Power 0
		7. Sole Dispositive Power 405,241
		8. Shared Dispositive Power 0


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 405,241
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.		Percent of Class Represented by Amount in Row (9) 3.07%
12.		Type of Reporting Person (See Instructions) PN

Page 7 of 12 Pages

Item 1.

(a) Name of Issuer: ProCentury Corporation (the “Issuer”).

(b) Address of the Issuer’s Principal Executive Offices: 465 Cleveland Avenue, Westerville, OH

Item 2.

This joint statement on Schedule 13G is being filed by Jonathan Starr, Flagg Street Capital LLC, Flagg Street Partners LP, Flagg Street Partners Qualified LP and Flagg Street Offshore LP, who are collectively referred to as the “Reporting Persons.” Mr. Starr is the controlling managing member of Flagg Street Capital LLC (“Capital”), which is the sole general partner of each of Flagg Street Partners LP (“Partners”), Flagg Street Partners Qualified LP (“Qualified”), and Flagg Street Offshore LP (“Offshore” and together with Partners and Qualified, the “Funds”). Information with respect to each of the Reporting Persons is as follows:

(a) Names of Persons Filing: The names of the Reporting Persons are Jonathan Starr, Flagg Street Capital LLC, Flagg Street Partners LP, Flagg Street Partners Qualified LP and Flagg Street Offshore LP.

(b) Address of Principal Business Office: The principal business office of the Reporting Persons with respect to the shares reported hereunder is 44 Brattle Street, Cambridge, MA 02138.

(c) Citizenship: Mr. Starr is a U.S. citizen. Capital is a Delaware limited liability company. Each of the Funds is a Delaware limited partnership.

(d) Title and Class of Securities: Common stock, no par value (“Common Stock”)

(e) CUSIP Number: 74268T108

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

N/A

Item 4.

Ownership

In the aggregate, the Reporting Persons beneficially own 679,353 shares of the Common Stock of the Issuer, representing approximately 5.14% of the outstanding shares of such class of securities. The beneficial ownership of each Reporting Person is as follows: Each of Capital, as the sole general partner of each of the Funds, and Mr. Starr, as the manager of Capital, beneficially owns 679,353 shares of the Common Stock of the Issuer, representing approximately 5.14% of the outstanding shares of such class of securities. Partners beneficially owns 104,706 shares of the Common Stock of the Issuer, representing approximately 0.79% of

Page 8 of 12 Pages

the outstanding shares of such class of securities. Qualified beneficially owns 169,406 shares of the Common Stock of the Issuer, representing approximately 1.28% of the outstanding shares of such class of securities. Offshore beneficially owns 405,241 shares of the Common Stock of the Issuer, representing approximately 3.07% of the outstanding shares of such class of securities. The percentage of the Common Stock beneficially owned by each Reporting Person is based on a total of 13,211,019 of the Common Stock of the Issuer outstanding as of November 10, 2005, as reported in the most recent quarterly report of the Issuer on Form 10-Q for the quarterly period ended September 30, 2005.

Each Fund has the sole power to vote and dispose of the shares of Common Stock beneficially owned by such Fund. Each of Capital, as the sole general partner of each of the Funds, and Starr, as the manager of Capital, has the sole power to vote and dispose of all of the shares of Common Stock reported in this joint statement Schedule 13G.

Item 5.

Ownership of Five Percent or Less of a Class

N/A

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

N/A

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

N/A

Item 8.

Identification and Classification of Members of the Group

N/A

Item 9.

Notice of Dissolution of Group

N/A

Item 10.

Certification

By signing below I hereby certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 9 of 12 Pages

Signature

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: February 6, 2006

FLAGG STREET PARTNERS LP

By:		Flagg Street Capital LLC
		General Partner

By:		/s/ JONATHAN STARR
		Jonathan Starr
		Managing Member

FLAGG STREET PARTNERS QUALIFIED LP

By:		Flagg Street Capital LLC
		General Partner

By:		/s/ JONATHAN STARR
		Jonathan Starr
		Managing Member

FLAGG STREET OFFSHORE LP

By:		Flagg Street Capital LLC
		General Partner

By:		/s/ JONATHAN STARR
		Jonathan Starr
		Managing Member

Page 10 of 12 Pages


FLAGG STREET CAPITAL LLC

By:		/s/ JONATHAN STARR
		Jonathan Starr
		Managing Member

JONATHAN STARR

By:		/s/ JONATHAN STARR
		Jonathan Starr

Page 11 of 12 Pages

Exhibit 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of February 6, 2006, that only one statement containing the information required by Schedule 13G, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of common stock of ProCentury Corporation and such statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on behalf of each of the undersigned.


DATE: February 6, 2006

FLAGG STREET PARTNERS LP

By:		Flagg Street Capital LLC
		General Partner

By:		/s/ JONATHAN STARR
		Jonathan Starr
		Managing Member

FLAGG STREET PARTNERS QUALIFIED LP

By:		Flagg Street Capital LLC
		General Partner

By:		/s/ JONATHAN STARR
		Jonathan Starr
		Managing Member

FLAGG STREET OFFSHORE LP

By:		Flagg Street Capital LLC
		General Partner

By:		/s/ JONATHAN STARR
		Jonathan Starr
		Managing Member

Page 12 of 12 Pages


FLAGG STREET CAPITAL LLC

By:		/s/ JONATHAN STARR
		Jonathan Starr
		Managing Member

JONATHAN STARR

By:		/s/ JONATHAN STARR
		Jonathan Starr

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