-----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, FdANu605FtvUOLyaJoqjUAqROHQfeWxWkaz/mIYVrG1UOMLsrMQYw8Cxw/JuL7bX plXMo2gDcgmZF9yMVahYDQ== 0001021408-98-000075.txt : 19980218 0001021408-98-000075.hdr.sgml : 19980218 ACCESSION NUMBER: 0001021408-98-000075 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980217 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PENNSYLVANIA MANUFACTURERS CORP CENTRAL INDEX KEY: 0001041665 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 232217932 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-53303 FILM NUMBER: 98542205 BUSINESS ADDRESS: STREET 1: THE PMA BLDG STREET 2: 380 SENTRY PKWY CITY: BLUE BELL STATE: PA ZIP: 19422-2328 BUSINESS PHONE: 2156655046 MAIL ADDRESS: STREET 1: THE PMA BLDG STREET 2: 380 SENTRY PARKWAY CITY: BLUE BELL STATE: PA ZIP: 19422-2328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OWLETT EDWARD H CENTRAL INDEX KEY: 0001055635 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1655 CROOKED OAK DRIVE CITY: LANCASTER STATE: PA ZIP: 17601-4299 MAIL ADDRESS: STREET 1: THE PMA BUILDING STREET 2: 380 SENTRY PKWY CITY: BLUEBELL STATE: PA ZIP: 19422-2328 SC 13G 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. _______)* Pennsylvania Manufacturers Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, $5 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 708870209 --------------- (CUSIP Number) *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 disclosures provided in a prior cover page. 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. 708870209 13G Page 2 of 6 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Edward H. Owlett 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Citizen of the United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 864,700 shares 6 SHARED VOTING POWER 85,500 shares 7 SOLE DISPOSITIVE POWER 864,700 shares 8 SHARED DISPOSITIVE POWER 85,500 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 950,200 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.6% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 708870209 Page 3 of 6 Pages ITEM 1(A) NAME OF ISSUER: Pennsylvania Manufacturers Corporation ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: The PMA Building, 380 Sentry Parkway, Blue Bell, Pennsylvania 19422-2328 ITEM 2(A) NAME OF PERSON FILING: Edward H. Owlett ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE: One Charles Street, Wellsboro, PA 16901 ITEM 2(C) CITIZENSHIP: Citizen of the United States of America ITEM 2(D) TITLE OF CLASS OF SECURITIES: Class A Common Stock, $5 par value per share ITEM 2(E) CUSIP NUMBER: 708870209 ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: Not applicable. SCHEDULE 13G CUSIP No. 708870209 Page 4 of 6 Pages ITEM 4 OWNERSHIP: (a) Amount Beneficially Owned: 950,200 shares (1) (b) Percent of Class: 9.6%(1) (c) Number of Shares as to which such person has: (i) sole power to vote or direct the vote: 864,700 shares(1) (ii) shared power to vote or direct the vote: 85,500 shares(1) (iii) sole power to dispose or to direct the disposition of: 864,700 shares(1) (iv) shared power to dispose or to direct the disposition of: 85,500 shares(1) ___________________ (1) Represents (i) 788,160 shares of the Company's Common Stock, $5 par value per share, or 5.3% of the outstanding shares of the Company's Common Stock, which are convertible into 788,160 shares of the Company's Class A Common Stock, and (ii) 162,040 shares of the Company's Class A Common Stock. Of these shares, (i) 385,200 shares of Common Stock and 9,500 shares of Class A Common Stock are held in certain Owlett family trusts, and Mr. Owlett shares voting and dispositive power with Citizens & Northern Bank with respect to 47,500 of such shares of Common Stock and 9,500 of such shares of Class A Common Stock; and (ii) 20,660 shares of Common Stock and 7,840 shares of Class A Common Stock are held by Mr. Owlett's wife, and Mr. Owlett disclaims beneficial ownership of the shares held by his wife. This total also includes 152,250 shares of Common Stock and 30,450 shares of Class A Common Stock held in certain trusts for which Mr. Owlett serves as trustee; Mr. Owlett disclaims beneficial ownership of the shares held in these trusts. On each matter submitted to the Company's shareholders for a vote, holders of the Company's Common Stock are entitled to ten votes per share, and holders of the Company's Class A Common Stock are entitled to one vote per share. Therefore, based upon total shares outstanding of 14,850,789 shares of Common Stock and 9,117,735 shares of Class A Common Stock, which information has been supplied by the Company, and assuming no conversions of shares of Common Stock into Class A Common Stock, Mr. Owlett is entitled to cast 5.1% of the total votes that could be cast on a matter submitted to the Company's shareholders for a vote. SCHEDULE 13G CUSIP No. 708870209 Page 5 of 6 Pages ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not applicable. ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock and Common Stock beneficially owned by Mr. Owlett, except that the right to receive dividends with respect to (i) the shares held by the Owlett family trusts described above, (ii) the shares held by certain other trusts of which Mr. Owlett serves as trustee described above and (iii) shares held by Mr. Owlett's wife, are held by such respective persons. Also, Mr. Owlett's wife has the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares held by her. None of these trusts or Mr. Owlett's wife, however, beneficially own more than 5% of the Company's Class A Common Stock or Common Stock. 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. SCHEDULE 13G CUSIP No. 708870209 Page 6 of 6 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 11, 1998 /s/ Edward H. Owlett ------------------------ -------------------- Edward H. Owlett -----END PRIVACY-ENHANCED MESSAGE-----