SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
ProCentury Corporation
Common Shares
74268P108
December 31, 2004
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
þ Rule 13d-1(d)
CUSIP No. 74268P108 |
13G | Page 1 of 4 | ||||
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|||||||
| STONEHENGE OPPORTUNITY FUND, LLC | ||||||||
| 31-1674705 | ||||||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||||||
| (a) ¨ | ||||||||
| (b) ¨ | ||||||||
| 3. | SEC USE ONLY | |||||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | |||||||
| Delaware | ||||||||
NUMBER
OF |
5. | SOLE VOTING POWER 878,571 (1) | ||||||
SHARES |
||||||||
BENEFICIALLY |
||||||||
OWNED BY |
6. | SHARED VOTING POWER | ||||||
EACH |
||||||||
REPORTING |
||||||||
PERSON WITH |
7. | SOLE DISPOSITIVE POWER 878,571 (1) | ||||||
| 8. | SHARED DISPOSITIVE POWER | |||||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||||
| 878,571 | ||||||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |||||||
| 6.7% | ||||||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |||||||
| 6.7% | ||||||||
| 12. | TYPE OF REPORTING PERSON | |||||||
| CO | ||||||||
(1) Bluestone Investors, L.P. is the managing member of Stonehenge Opportunity Fund, LLC and Stonehenge Financial Holdings, Inc. is the general partner of Bluestone Investors, L.P., each of which may also be deemed to have sole voting and dispositive power with respect to the common shares held by Stonehenge Opportunity Fund, LLC.
CUSIP No. 74268P108 |
13G | Page 2 of 4 | ||||
Item 1(a) |
Name of Issuer: ProCentury Corporation | |
Item 1(b) |
Address of Issuer's Principal Executive Offices: | |
| 465 Cleveland Avenue | ||
| Westerville, Ohio 43082 | ||
Item 2(a) |
Name of Persons Filing: | |
| Stonehenge Opportunity Fund, LLC | ||
Item 2(b) |
Address of Principal Business Office, or, if None, Residence: | |
| 191 W. Nationwide Boulevard, Suite 600 | ||
| Columbus, Ohio 43215 | ||
Item 2(c) |
Citizenship: Delaware | |
Item 2(d) |
Title of Class of Securities: Common Shares | |
Item 2(e) |
CUSIP Number: 74268P108 | |
Item 3 |
If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the | |
| Person Filing is a: |
| (a) | ¨ | Broker or Dealer registered under Section 15 of the Act | ||||
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act | ||||
| (c) | ¨ | Insurance Company as defined in Section 3(a)(19) of the Act | ||||
| (d) | ¨ | Investment Company registered under Section 8 of the Investment Company Act | ||||
| (e) | ¨ | Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 | ||||
| (f) | ¨ | Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund | ||||
| (g) | ¨ | Parent Holding Company, in accordance with Rule 13d-1 (b)(ii)(G) | ||||
| (h) | ¨ | Group |
Item 4 |
Ownership. |
| (a) | Amount Beneficially Owned: | |||
| (b) | Percent of Class: 6.7% | |||
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: 878,571 (1) | |||
| (ii) | shared power to vote or to direct the vote: 0 |
CUSIP No. 74268P108 |
13G | Page 3 of 4 | ||||
| (iii) | sole power to dispose or to direct the disposition of: 878,571 (1) | |||
| (iv) | shared power to dispose or to direct the disposition of: 0 |
(1) Bluestone Investors, L.P. is the managing member of Stonehenge Opportunity Fund, LLC and Stonehenge Financial Holdings, Inc. is the general partner of Bluestone Investors, L.P., each of which may also be deemed to have sole voting and dispositive power with respect to the common shares held by Stonehenge Opportunity Fund, LLC.
Item 5 |
Ownership of Five Percent or Less of a Class. | |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨. | ||
Item 6 |
Ownership of More than Five Percent on Behalf of Another Person . | |
| NOT APPLICABLE | ||
Item 7 |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. | |
| NOT APPLICABLE | ||
Item 8 |
Identification and Classification of Members of the Group. | |
| NOT APPLICABLE | ||
Item 9 |
Notice of Dissolution of Group. | |
| NOT APPLICABLE | ||
Item 10 |
Certification. | |
| NOT APPLICABLE |
CUSIP No. 74268P108 |
13G | Page 4 of 4 | ||||
SIGNATURE
I certify that the information set forth in this statement with respect to it is true, complete and correct.
| Date: February 11, 2005 | STONEHENGE OPPORTUNITY FUND, LLC |
By: Bluestone Investors, L.P., its managing member
By: Stonehenge Financial Holdings, Inc., its general partner
By: /s/ Michael J. Endres
Name: Michael J. Endres
Title: Principal