UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
AssuranceAmerica Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
04621M 1 02
(CUSIP Number)
Lawrence Stumbaugh
AssuranceAmerica Corporation
RiverEdge One
5500 Interstate North Parkway
Suite 600
Atlanta, Georgia 30328
(770) 933-8911
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 2, 2003
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
The information required on 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. 04621M 1 02 13D Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Sercap Holdings, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (Conversion of Stock)
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
42,390,000
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 42,390,000
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,390,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
93.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO (Limited Liability Company)
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 04621M 1 02 13D Page 3 of 8 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Guy W. Millner
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (Conversion of Stock)
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
37,080,653
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 37,080,653
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,080,653
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 04621M 1 02 13D Page 4 of 8 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Lawrence Stumbaugh
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (Conversion of Stock)
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
5,309,347
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 5,309,347
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,309,347
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 04621M 1 02 13D Page 5 of 8 Pages
This Amendment No. 1 hereby amends and supplements that certain Statement
on Schedule 13D filed on April 11, 2003, by Sercap Holdings, LLC, Guy W. Millner
and Lawrence Stumbaugh relating to the common stock, par value $0.01 per share,
of AssuranceAmerica Corporation, a Nevada corporation, as follows:
Item 1. Security and Issuer
Item 1 is hereby amended and restated to read in its entirety as follows:
"This Schedule 13D relates to the common stock, par value $0.01 per share
(the "Common Stock"), of AssuranceAmerica Corporation, a Nevada corporation (the
"Issuer"). The Issuer's principal executive offices are located at RiverEdge
One, 5500 Interstate North Parkway, Suite 600, Atlanta, Georgia 30328."
Item 2. Identity and Background
Item 2 is hereby amended and restated to read in its entirety as follows:
"This statement is being filed jointly by Sercap Holdings, LLC ("Sercap"),
Guy W. Millner and Lawrence Stumbaugh (each individually, a "Reporting Person"
and, collectively, the "Reporting Persons").
Sercap is a limited liability company organized under the laws of the
State of Georgia, with its principal place of business and principal office
located at 3535 Piedmont Road, N.E., Suite 440, Atlanta, Georgia 30305. Sercap
is an insurance-based holding company. Guy W. Millner, Lawrence Stumbaugh and MI
Holdings, Inc., a Georgia corporation, are the members of Sercap. Messrs.
Millner and Stumbaugh also serve on Sercap's Board of Directors.
Guy W. Millner is a citizen of the United States of America, and his
business address is RiverEdge One, 5500 Interstate North Parkway, Suite 600,
Atlanta, Georgia 30328. Mr. Millner's present occupation is Chairman of the
Board of Directors of the Issuer and of Sercap.
Lawrence Stumbaugh is a citizen of the United States of America, and his
business address is RiverEdge One, 5500 Interstate North Parkway, Suite 600,
Atlanta, Georgia 30328. Mr. Stumbaugh's present occupation is as Chief Executive
Officer and President of the Issuer and of Sercap.
MI Holdings, Inc. is a corporation organized under the laws of the State
of Georgia, with its principal place of business located at 3535 Piedmont Road,
N.E., Suite 440, Atlanta, Georgia 30305. MI Holdings, Inc. is an insurance-based
holding company, but also holds certain interests in Neighborhood Variety
Stores, LLC, a retail craft chain located in Florida. Mr Millner serves as the
Chairman of MI Holdings, Inc. and may be deemed to control MI Holdings, Inc.
During the last five years, to the best of their knowledge, none of the
Reporting Persons have been convicted in a criminal proceeding, excluding
traffic violations or similar misdemeanors, or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future
CUSIP No. 04621M 1 02 13D Page 6 of 8 Pages
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws."
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and restated to read in its entirety as follows:
"On April 1, 2003, pursuant to the terms of an Agreement and Plan of
Merger and Reorganization by and among the Issuer, AAHoldings Acquisition Sub,
Inc., AAHoldings, LLC and AssuranceAmerica dated April 1, 2003 (the "Merger
Agreement"), all shares of the common stock of AssuranceAmerica Corporation, a
Georgia corporation ("AssuranceAmerica"), held by Sercap automatically converted
into 19,344,617 shares of Common Stock.
On July 2, 2003, pursuant to the terms of the Merger Agreement, all shares
of AssuranceAmerica's Series A Converting Preferred Stock held by Sercap
automatically converted into 23,045,383 shares of Common Stock upon the
effectiveness of an amendment to the Issuer's Articles of Incorporation
increasing the number of authorized shares of Common Stock."
Item 4. Purpose of Transaction
Item 4 is hereby amended and restated to read in its entirety as follows:
"(b) The Reporting Persons acquired the Common Stock as a result of and
pursuant to a merger between AssuranceAmerica and a wholly-owned subsidiary of
the Issuer, the purpose of which was to facilitate the Issuer's entrance into
the property and casualty insurance industry (the "Merger").
To effect the Merger, a newly-formed subsidiary of the Issuer, AAHoldings
Acquisitions Sub, Inc., a Georgia corporation, merged with and into
AssuranceAmerica, a property and casualty-oriented insurance holding company,
which currently focuses on the non-standard automobile insurance markets. As a
result of the Merger, AssuranceAmerica became the surviving subsidiary of the
Issuer.
Pursuant to the terms of the Merger Agreement, on April 1, 2003, all of
AssuranceAmerica's common stock held by Sercap automatically converted into
19,344,617 shares of Common Stock and on July 2, 2003, all of AssuranceAmerica's
Series A Converting Preferred Stock held by Sercap automatically converted into
23,045,383 shares of Common Stock."
(e) See (b) above.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended by replacing subsections(a) through (c) thereof
with the following:
"(a) The following calculations are based on the Issuer having 45,171,090
shares of Common Stock issued and outstanding as of the date hereof.
CUSIP No. 04621M 1 02 13D Page 7 of 8 Pages
Sercap beneficially owns 42,390,000 shares of Common Stock, which
represents approximately 93.8% of the outstanding Common Stock.
Guy Millner indirectly beneficially owns 37,080,653 shares of Common Stock
held by Sercap, which represents approximately 82.1% of the outstanding Common
Stock. Mr. Millner is deemed an indirect beneficial owner of shares of Common
Stock beneficially owned by Sercap by virtue of his approximately 82.5% direct
membership interest in Sercap and his 5.0% membership interest in Sercap through
MI Holdings, Inc.
Lawrence Stumbaugh indirectly beneficially owns 5,309,347 shares of Common
Stock held by Sercap, which represents approximately 11.8% of the outstanding
Common Stock. Mr. Stumbaugh is deemed an indirect beneficial owner of shares of
Common stock beneficially owned by Sercap by virtue of his approximately 12.5%
membership interest in Sercap.
(b) Sercap holds the sole power to vote and dispose of or to direct the
disposition of 42,390,000 shares of Common Stock.
Guy Millner holds the sole power to vote and dispose of, or to direct the
disposition of 37,080,653 shares of Common Stock held by Sercap, which includes
2,119,500 shares indirectly controlled by Mr. Millner through MI Holdings, Inc.
Lawrence Stumbaugh holds the sole power to vote and dispose of or to
direct the disposition of 5,309,347 shares of Common Stock held by Sercap.
(c) On July 2, 2003, pursuant to the terms of the Merger Agreement, all
shares of AssuranceAmerica's Series A Converting Preferred Stock held by Sercap
automatically converted into 23,045,383 shares of Common Stock upon the
effectiveness of an amendment to the Issuer's Articles of Incorporation
increasing the number of authorized shares of Common Stock."
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer
Item 6 is hereby amended by adding the following to the end thereof:
"The Issuer has issued certain unsecured promissory notes to Sercap. The
notes accrue interest at a rate of 8.0% per annum. As of October 24, 2003, the
amount of outstanding principal and accrued interest under such notes totaled
approximately $7.0 million. As permitted under the notes, the Issuer has made no
payments of accrued interest on such notes since the date of issuance. The notes
provide for the repayment of principal beginning in December 2004 in an amount
equal to the greater of $500,000 or an amount equal to 25% of the Issuer's net
income after tax, plus non-cash items, less working capital. However, the notes
also permit the Issuer to postpone any and all payments under the notes without
obtaining the consent of, and without giving notice or paying additional
consideration to, Sercap. Sercap intends to convert $1.5 million of the
outstanding principal and accrued interest under such notes into 3.0 million
shares of Common Stock upon the closing of a certain private placement of Common
Stock."
CUSIP No. 04621M 1 02 13D Page 8 of 8 Pages
SIGNATURES
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: October 31, 2003 SERCAP HOLDINGS, LLC
By: /s/ Guy W. Millner
---------------------------
Guy W. Millner, Manager
Date: October 31, 2003 /s/ Guy W. Millner
-------------------------------
GUY W. MILLNER
Date: October 31, 2003 /s/ Lawrence Stumbaugh
--------------------------------
LAWRENCE STUMBAUGH
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. ss.1001).