-----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, BEji/XNYHmrKFdIlmLcRxbbif+iMtyLO89HPswWSuZeImgcdXK9TUsnbJQWJoqQv eCnu80Cq22cbW26zoym4/A== 0000893220-08-000387.txt : 20080214 0000893220-08-000387.hdr.sgml : 20080214 20080214150232 ACCESSION NUMBER: 0000893220-08-000387 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: FRANCES MAGUIRE 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43665 FILM NUMBER: 08613972 BUSINESS ADDRESS: STREET 1: ONE BALA PLAZA STREET 2: SUITE 100 CITY: WYNNEWOOD STATE: PA ZIP: 19004 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 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 6106455001 MAIL ADDRESS: STREET 1: 306 EAST LANCASTER AVENUE CITY: WYNNEWOOD STATE: PA ZIP: 19096 SC 13G/A 1 w48758gsc13gza.txt SCHEDULE 13G AMENDMENT #14 JAMES J. MAGUIRE SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (RULE 13D-102) 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 (AMENDMENT NO. 14) Philadelphia Consolidated Holding Corp. - ------------------------------------------------------------------------------- (NAME OF ISSUER) Common Stock, no par value - ------------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 717528 10 3 - ------------------------------------------------------------------------------- (CUSIP NUMBER) December 31, 2007 - ------------------------------------------------------------------------------- (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-(c) [ X ] Rule 13d-1(d) - -------------- (1) 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 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). SCHEDULE 13G CUSIP No. 717528 10 3 Page 2 of 9 Pages - ------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 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. - ------------------------------------------------------------------------------- NUMBER OF SHARES 5. SOLE VOTING POWER BENEFICIALLY 5,343,445 (1) OWNED BY EACH ------------------------------------------------------ REPORTING 6. SHARED VOTING POWER PERSON WITH 6,076,298 ------------------------------------------------------ 7. SOLE DISPOSITIVE POWER 5,343,445 (1) ------------------------------------------------------ 8. SHARED DISPOSITIVE POWER 6,076,298 - ------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,419,743 (1) - ------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X] - ------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.8% (1) - ------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- (1) See Item 4 of this Amendment for information relating to 989,836 shares (1.4 percent of the class) which Mr. Maguire has the right to acquire under the terms of a trust of which his wife, Frances Maguire, is the sole trustee, and Mr. Maguire is the beneficiary. *SEE INSTRUCTIONS BEFORE FILLING OUT SCHEDULE 13G CUSIP No. 717528 10 3 Page 3 of 9 Pages - ------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 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. - ------------------------------------------------------------------------------- NUMBER OF SHARES 5. SOLE VOTING POWER BENEFICIALLY 1,577,836 OWNED BY EACH ------------------------------------------------------ REPORTING 6. SHARED VOTING POWER PERSON WITH 6,679,694 ------------------------------------------------------ 7. SOLE DISPOSITIVE POWER 1,577,836 ------------------------------------------------------ 8. SHARED DISPOSITIVE POWER 6,679,694 - ------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,257,530 - ------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.5% - ------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 717528 10 3 Page 4 of 9 Pages Item 1(a). Name of Issuer: Philadelphia Consolidated Holding Corp. Item 1(b). Address of Issuer's Principal Executive Offices: One Bala Plaza, Suite 100 Bala Cynwyd, PA 19004 Item 2(a). Name of Person Filing: James J. Maguire Item 2(b). Address of Principal Business Office or, if None, Residence: One Bala Plaza, Suite 100 Bala Cynwyd, PA 19004 Item 2(c). Citizenship: USA Item 2(d). Title of Class of Securities: Common Stock (no par value) Item 2(e). CUSIP Number: 717528 10 3 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: Not Applicable (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act; (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act; (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Exchange Act; (d) [ ] Investment Company registered under Section 8 of the Investment Company Exchange Act; (e) [ ] Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F); SCHEDULE 13G CUSIP No. 717528 10 3 Page 5 of 9 Pages (g) [ ] Parent Holding Company or Control Person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] Saving Association as defined in Section 3(b) of The Federal Deposit Insurance Act; (i) [ ] Church Plan that is excluded from the definition of an Investment Company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. (a) Amount beneficially owned: James J. Maguire beneficially owns 11,419,743 shares of Common Stock representing 15.8% of the Common Stock, and Frances Maguire, the wife of James J. Maguire, beneficially owns 8,257,530 shares of Common Stock, representing 11.5% 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 6,076,298 shares of Common Stock, of which he jointly owns 5,251,500 shares with his spouse, Frances Maguire and is co-director, with his wife, of the Maguire Foundation which owns 824,798 shares. In addition, Mr. Maguire has sole power to vote or direct the vote over 5,343,445 shares of Common Stock and the sole power to dispose or direct the disposition over 5,343,445 shares of Common Stock. 989,836 of such shares are shares which Mr. Maguire has the right to acquire under the terms of a trust of which his wife, Frances Maguire, is the sole trustee, and Mr. Maguire is the beneficiary. Frances Maguire has sole power to dispose or direct the disposition of 1,577,836 shares of Common Stock. Mr. Maguire disclaims beneficial ownership of 588,000 of such shares, which shares are held in Mrs. Maguire's name alone. (b) Percent of Class:15.8% (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: 5,343,445 (ii) Shared power to vote or to direct the vote: 6,076,298 (iii) Sole power to dispose or direct the disposition of: 5,343,445 (iv) Shared power to dispose or to direct the disposition of: 6,076,298 SCHEDULE 13G CUSIP No. 717528 10 3 Page 6 of 9 Pages Item 5. Ownership of Five Percent or Less of a Class. Not Applicable 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 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. February 13, 2008 ---------------------------------- (Date) /s/ James J. Maguire ---------------------------------- (Signature) James J. Maguire ---------------------------------- (Name/Title) SCHEDULE 13G CUSIP No. 717528 10 3 Page 7 of 9 Pages Item 1(a). Name of Issuer: Philadelphia Consolidated Holding Corp. Item 1(b). Address of Issuer's Principal Executive Offices: One Bala Plaza, Suite 100 Bala Cynwyd, PA 19004 Item 2(a). Name of Person Filing: Frances Maguire Item 2(b). Address of Principal Business Office or, if None, Residence: One Bala Plaza, Suite 100 Bala Cynwyd, PA 19004 Item 2(c). Citizenship: USA Item 2(d). Title of Class of Securities: Common Stock (no par value) Item 2(e). CUSIP Number: 717528 10 3 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: Not Applicable (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act; (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act; (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Exchange Act; (d) [ ] Investment Company registered under Section 8 of the Investment Company Exchange Act; (e) [ ] Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F); SCHEDULE 13G CUSIP No. 717528 10 3 Page 8 of 9 Pages (g) [ ] Parent Holding Company or Control Person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] Saving Association as defined in Section 3(b) of The Federal Deposit Insurance Act; (i) [ ] Church Plan that is excluded from the definition of an Investment Company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. (a) Amount beneficially owned: The 8,257,530 shares beneficially owned by Ms. Frances Maguire, as calculated in accordance with Rule 13d-3(d)(1), include 5,251,500 shares which she owns jointly with her husband, James J. Maguire, 824,798 shares owned by the Maguire Foundation of which she is co-director with her husband, 603,396 shares held in two family trusts of which she is co-trustee and 989,836 shares held in a trust of which she is sole trustee and Mr. James J. Maguire is the beneficiary. Under the terms of the trust of which Ms. Maguire is the sole trustee and Mr. Maguire is the beneficiary, Mr. Maguire has the right to acquire all or any portion of the shares in such trust by substituting assets having a fair market value equal to the fair market value of the shares acquired at the time of such acquisition. (b) Percent of Class:11.5% (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: 1,577,836 (ii) Shared power to vote or to direct the vote: 6,679,694 (iii) Sole power to dispose or direct the disposition of: 1,577,836 (iv) Shared power to dispose or to direct the disposition of: 6,679,694 Item 5. Ownership of Five Percent or Less of a Class. Not Applicable SCHEDULE 13G CUSIP No. 717528 10 3 Page 9 of 9 Pages 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 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. February 13, 2008 ---------------------------------- (Date) /s/ Frances Maguire ---------------------------------- (Signature) Frances Maguire ---------------------------------- (Name/Title) -----END PRIVACY-ENHANCED MESSAGE-----