UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
001-31978
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(Check one):
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o
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Form 10-K
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Form 20-F
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Form 11-K
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þ
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Form 10-Q
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Form 10-D
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Form N-SAR |
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Form N-CSR |
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For Period Ended: |
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June 30, 2005 |
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o |
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Transition report on Form 10-K |
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Transition report on Form 20-F |
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Transition report on Form 11-K |
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Transition report on Form 10-Q |
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Transition report on Form N-SAR |
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For Transition Period Ended: |
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Nothing in this form shall be constructed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Items(s) to
which the notification relates:
PART I REGISTRANT INFORMATION
Full name of Registrant
Former name if Applicable
One Chase Manhattan Plaza, 41
st Floor
Address of Principal Executive Office (Street and Number)
City, State and Zip Code
PART II RULES 12b25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to
Rule 12-b-25(b), the following should be completed. (Check box if appropriate)
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(a).
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The reason described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or expense |
þ
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(b).
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The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will
be filled on or before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report on form 10-Q or subject distribution
report on Form 10-D, or portion thereof, will be filed on or before the fifth
calendar day following the prescribed due date; and |
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(c).
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The accountants statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable. |
Persons who are to respond to the collection of information contained in this form are
not required to respond unless the form displays a currently valid OMB control number
SEC 1344 (03-05)
PART III NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the
transition report or portion thereof, could not be filed within the prescribed time period.
As disclosed in the Risk Factors section of Assurant, Inc.s (the Company) Annual
Report on Form 10-K for the year ended December 31, 2004, one of the Companys reinsurers thinks
the Company should have been accounting for premiums ceded to them as a loan instead of as an
expense. Based on the Companys investigation to date into this matter, the Company has concluded
that there was a verbal side agreement with respect to one of the Companys reinsurers under its
catastrophic reinsurance program, which has accounting implications that may impact previously
reported financial statements. While management believes that the difference resulting from any
alternative accounting treatment would be immaterial to the Companys financial position or results
of operations, regulators may reach a different conclusion. In 2004, 2003 and 2002, premiums ceded
to this reinsurer were $2.6 million, $1.5 million and $0.5 million, respectively, and losses ceded
were $10 million, $0, and $0, respectively. This contract expired in December of 2004 and was not
renewed.
As part of ongoing, industry-wide investigations, the Company has previously received
subpoenas for information from the United States Securities and Exchange Commission and the United
States Attorney for the Southern District of New York. The areas of inquiry addressed to the
Company include certain loss mitigation products and documents relating to the use of finite risk
insurance. The Company has conducted an evaluation of the transactions that could potentially fall
within the scope of the subpoenas, as defined by the authorities, and has provided information as
requested. As previously reported, the Audit Committee of the Companys Board of Directors is
conducting an investigation of the matters raised by the subpoenas and has retained independent
counsel to assist them.
The Audit Committees continuing investigation has raised the question of whether certain
current and former employees acted properly in connection with the above mentioned reinsurance
arrangement. The Company is reassessing its controls and the appropriateness of its conclusion
regarding their effectiveness. The Company has enhanced its internal controls regarding
reinsurance and will continue to further evaluate its internal controls. As a result of the
continuing investigation, the Company was unable to file its Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 2005 (the 10-Q) within the prescribed time period without
unreasonable effort or expense. The 10-Q which was due to be filed on August 15, 2005, is expected
to be filed prior to or on August 22, 2005; however, there can be no assurance that the 10-Q will
be filed on or prior to such date. The Company is filing this report for a five day extension,
from August 15, 2005 to August 22, 2005, for filing its 10-Q.
PART IV OTHER INFORMATION
(1) |
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Name and telephone number of person to contact in regard to this notification |
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Katherine Greenzang
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212
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859-7021 |
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(Name)
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(Area Code)
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(Telephone Number) |
(2) |
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes þ No o |
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(3) |
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof? Yes o No þ |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and,
if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Some of the statements included in this Form 12b-25, particularly those anticipating
future financial performance, business prospects, growth and operating strategies and similar
matters, are forward-looking statements that involve a number of risks and uncertainties. For those
statements, the Company claims the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995. For a
discussion of the factors that could affect the Companys actual results, please refer to the risk
factors identified from time to time in the Companys SEC reports, including, but not limited to,
the Companys Annual Report on Form 10-K, as filed with the Securities and Exchange Commission.
Assurant, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly
authorized.
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Date
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August 16, 2005
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By: /s/ P. Bruce Camacho |
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Executive Vice President and Chief Financial Officer |