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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
    FORM 10-Q/A (Amendment No. 1)
 (Mark One) x
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2004 OR o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to. 000-50641
(Commission File Number)    PROCENTURY CORPORATION     Ohio
    
    31-1718622(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer Identification No.)465 Cleveland AvenueWesterville, Ohio
    
    43082(Address of principal executive offices)
    
    (Zip Code)
 (614) 895-2000
(Registrants telephone number, including area code)    Indicate by check mark whether registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report(s)), and (2) has been subject to
such filing requirements for the past 90 days. YES
x NO o Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). YES oNO x As
of August 17, 2004, the registrant
had 13,101,195
outstanding Common Shares, without par value.




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EXPLANATORY NOTE This Form 10-Q/A amends and restates Item 2 of Part II: Other Information
of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 of
ProCentury Corporation (the Company) to provide information related to the
Companys use of proceeds from its initial public offering of common shares,
without par value. This amendment does not include any restatement of the
Companys previously filed financial statements. PART II: OTHER INFORMATION Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities On April 26, 2004, the Company commenced the initial public offering of
its common shares, without par value, pursuant to its Registration Statement on
Form S-1 (File No. 333-111294), which was declared effective by the Securities
and Exchange Commission on April 20, 2004. The Company registered and sold
8,900,000 common shares, which includes 8,000,000 common shares offered by the
Company and 900,000 common shares offered by selling shareholders, at a price
to the public of $10.50 per common share, with an aggregate maximum offering
price of $93,450,000. The managing underwriters for the offering were
Friedman, Billings, Ramsey & Co., Inc., A.G. Edwards & Sons, Inc. and Raymond
James & Associates, Inc. The Company did not receive any proceeds from the sale of common shares by
the selling shareholders in the offering. The net proceeds to the Company were
approximately $76.6 million, as described in the following table: Aggregate offering proceeds to the Company.
    
    $
    84.0Underwriting discounts and commissions
    
    
    6.5Finders fee
    
    
    Expenses paid to or for underwriters
    
    
    0.2Other fees and expenses (estimated)
    
    
    1.3Total expenses (estimated)
    
    
    7.4Net offering proceeds to the Company
    
    $
    76.6
 The Company contributed $55.0 million to the capital of its primary
insurance subsidiary, Century Surety Company, repaid $8.7 million of bank
indebtedness outstanding at the closing of the offering to Eaton National Bank
& Trust Co. (Eaton) and redeemed all of the Companys
outstanding Class B common shares for a redemption price of $5.5 million.
Jeffrey A. Maffett, our director, is Chairman of Colonial Bank Corporation, the
parent of Eaton, and is Chairman, President and Chief Executive Officer of
Oculina Bank, a subsidiary of Colonial Bank Corporation. The remainder of the
net proceeds, approximately $7.4 million, was retained by the Company for other
general corporate purposes. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 3.1
    
    Amended and Restated Articles of Incorporation of ProCentury (1)3.2
    
    Amended and Restated Code of Regulations of ProCentury (1)31.1
    
    Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act (2)31.2
    
    Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act (2)32.1
    
    Certification of Principal Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act
and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (2)




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32.2
    
    Certification of Principal Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act
and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (2)
   (1)
    
    Incorporated by reference from the Companys Quarterly Report on Form 10-Q
for the period ended March 31, 2004, filed with the Securities and Exchange
Commission on June 4, 2004.(2)
    
    These certifications are not deemed to be filed for purposes of Section
18 of the Exchange Act, or otherwise subject to the liability of that section.
These certifications will not be deemed to be incorporated by reference into
any filing under the Securities Act or the Exchange Act, except to the extent
that the registrant specifically incorporates them by reference. The registrant hereby undertakes to furnish supplementally a copy of any
omitted schedule or other attachment to the Securities and Exchange Commission
upon request. (b) Reports on
Form 8-K None.




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SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf of the
undersigned thereunto duly authorized. PROCENTURY CORPORATIONDate: August 18, 2004By:
    
    /s/ Charles D. HammCharles D. HammChief Financial Officer and Treasurer(Principal Financial and Accounting Officer)