-----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, UrWMhDNML7UGpvWajCC6v4AX+alNb7TsOluXXxhWse6H4j5DWwsSlYYe6Xuz2TIE 4K5nY+GOpN6pI6ag8NeYxA== 0000893220-97-000793.txt : 19970421 0000893220-97-000793.hdr.sgml : 19970421 ACCESSION NUMBER: 0000893220-97-000793 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970418 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHILADELPHIA CONSOLIDATED HOLDING CORP CENTRAL INDEX KEY: 0000909109 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 232202671 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-43665 FILM NUMBER: 97583426 BUSINESS ADDRESS: STREET 1: ONE BALA PLAZA STREET 2: SUITE 100 CITY: WYNNEWOOD STATE: PA ZIP: 19096 BUSINESS PHONE: 6106428400 MAIL ADDRESS: STREET 1: ONE BALA PLAZA STREET 2: SUITE 100 CITY: BALA CYNWYD STATE: PA ZIP: 19004 FORMER COMPANY: FORMER CONFORMED NAME: MAGUIRE HOLDING CORP DATE OF NAME CHANGE: 19930714 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAGUIRE JAMES J ET AL CENTRAL INDEX KEY: 0000937439 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 306 EAST LANCASTER AVENUE CITY: WYNNEWOOD STATE: PA ZIP: 19096 BUSINESS PHONE: 6106455001 MAIL ADDRESS: STREET 1: 306 EAST LANCASTER AVENUE CITY: WYNNEWOOD STATE: PA ZIP: 19096 SC 13G 1 SCHEDULE 13G JAMES J. MAGUIRE 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Philadelphia Consolidated Holding Corp. ----------------------------------------- (Name of Issuer) Common Stock, No Par Value ----------------------------------------- (Title of Class of Securities) 717528 10 3 ----------------------------------------- (CUSIP Number) Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *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 the disclosures provided in a prior cover page. The information required in 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). (Continued on following page(s)) Page 1 of 7 Pages 2 CUSIP NO. 717 528 10 3 13G PAGE 2 OF 7 PAGES 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James J. Maguire 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. 5 SOLE VOTING POWER 2,306,746 NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 880,250 OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 2,306,746 8 SHARED DISPOSITIVE POWER 880,250 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,186,996 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 43.2% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! 3 CUSIP NO. 717 528 10 3 13G PAGE 3 OF 7 PAGES 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Frances Maguire 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. 5 SOLE VOTING POWER 100,000 NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 880,250 OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 100,000 8 SHARED DISPOSITIVE POWER 880,250 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 980,250 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.1% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! 4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 10549 --------------------------------- SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 --------------------------------- ITEM 1. SECURITY AND ISSUER: The Issuer's name is Philadelphia Consolidated Holding Corp. and its executive offices are located at Suite 100, One Bala Plaza, Bala Cynwyd, Pennsylvania 19004. Item 2. IDENTITY AND BACKGROUND: This statement is being filed by James J. Maguire and Frances Maguire, both United States citizens whose principal business offices are located at Suite 100, One Bala Plaza, Bala Cynwyd, Pennsylvania 19004, with respect to shares of the Issuer's Common Stock, no par value (CUSIP Number 717528 10 3) ("Common Stock"). Page 4 of 7 Pages 5 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION: Not Applicable. ITEM 4. OWNERSHIP: James J. Maguire beneficially owns 3,186,996 shares of Common Stock representing 43.2% of the Common Stock, and Frances Maguire, the wife of James J. Maguire, beneficially owns 980,250 shares of Common Stock, representing 16.1% of the Common Stock, as calculated in accordance with Rule 13d-3(d)(1). Mr. Maguire has shared power to vote or direct the vote and shared power to dispose of or direct the disposition over 880,250 shares of Common Stock, which he jointly owns with his spouse, Frances Maguire. In addition, Mr. Maguire has sole power to vote or direct the vote and sole power to dispose or direct the disposition over 1,306,746 shares of stock as a result of immediately exercisable options which Mr. Maguire holds to acquire 1,306,746 shares of Common Stock, and Frances Maguire has sole power to dispose of or direct the disposition of 100,000 shares of Common Stock. In February 1995, Mr. and Mrs. Maguire transferred 1,000,000 shares held jointly by them to Mr. Maguire individually; and Mr. Maguire then immediately transferred these shares to The James J. Maguire 1995 Annuity Trust. On March 5, 1996 and on February 21, 1997, 247,950 and 181,653 of those shares, respectively, were distributed by the Trust to Mr. Maguire, the beneficiary thereof. As long as shares remain in the Trust, Mr. Maguire has the ability to reacquire them due to a provision of the Trust allowing substitution of assets of equal value by Mr. Maguire. Mr. and Mrs. Maguire disclaim beneficial ownership of the 570,397 shares remaining in the Trust. Mr. Maguire disclaims beneficial ownership of the 100,000 shares held in Mrs. Maguire's name alone. Page 5 of 7 Pages 6 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: 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. Page 6 of 7 Pages 7 ITEM 9. NOTICE OF DISSOLUTION OF GROUP: Not Applicable. ITEM 10. CERTIFICATION: Not Applicable. SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete, and correct. /s/ James J. Maguire ------------------------ Signature James J. Maguire /s/ Frances Maguire ------------------------ Signature Frances Maguire Dated: April 18, 1997 Page 7 of 7 Pages -----END PRIVACY-ENHANCED MESSAGE-----