-----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, VkGT2PJtIV/c/fZj9Ekcq6v7DHUx+eb3E8UlClO0XLbH48M1ObhwB/3Pcj6m9n3i PKYvTveeMngsKGEFIpTFCQ== 0000950159-00-000032.txt : 20000208 0000950159-00-000032.hdr.sgml : 20000208 ACCESSION NUMBER: 0000950159-00-000032 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000207 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PMA CAPITAL 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/A SEC ACT: SEC FILE NUMBER: 005-53303 FILM NUMBER: 525364 BUSINESS ADDRESS: STREET 1: 1735 MARKET STREET SUITE 2800 STREET 2: 380 SENTRY PKWY CITY: PHILADELPHIA STATE: PA ZIP: 19103-7590 BUSINESS PHONE: 2156655046 MAIL ADDRESS: STREET 1: 1735 MARKET STREET SUITE 2800 STREET 2: 380 SENTRY PARKWAY CITY: PHILADELPHIA STATE: PA ZIP: 19103-7590 FORMER COMPANY: FORMER CONFORMED NAME: PENNSYLVANIA MANUFACTURERS CORP DATE OF NAME CHANGE: 19970702 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SMITHSON JOHN W CENTRAL INDEX KEY: 0001055633 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A 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/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* PMA Capital Corporation ----------------------- (Name of Issuer) Class A Common Stock, $5 par value per share -------------------------------------------- (Title of Class of Securities) 693419202 ---------- (CUSIP Number) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [ X ] Rule 13d-1(d) *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). SCHEDULE 13G - -------------------------------------------------------------------------------- CUSIP No. 693419202 Page 2 of 6 Pages - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John W. Smithson - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (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 601,250 shares --------------------------------------------------------------------------- 6 SHARED VOTING POWER 59,280 shares --------------------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER 601,250 shares --------------------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 59,280 shares - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 660,530 shares - -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) X - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.4% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- SCHEDULE 13G - -------------------------------------------------------------------------------- CUSIP No. 693419202 Page 3 of 6 Pages - -------------------------------------------------------------------------------- Item 1(a) Name of Issuer: PMA Capital Corporation Item 1(b) Address of Issuer's Principal Executive Offices: 1735 Market Street, Philadelphia, PA 19103-7590 Item 2(a) Name of Person Filing: John W. Smithson Item 2(b) Address of Principal Business Office, or, If None, Residence: 1735 Market Street, Philadelphia, PA 19103-7590 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: 693419202 Item 3 If this Statement is filed pursuant to 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Not applicable. Item 4 Ownership: (a) Amount Beneficially Owned: 660,530 shares (1)(2) (b) Percent of Class: 6.4%(1)(2) (c) Number of Shares as to which such person has: (i) sole power to vote or direct the vote: 601,250 shares(1) SCHEDULE 13G - -------------------------------------------------------------------------------- CUSIP No. 693419202 Page 4 of 6 Pages - -------------------------------------------------------------------------------- (ii) shared power to vote or direct the vote: 59,280 shares(1)(2) (iii)sole power to dispose or to direct the disposition of: 601,250 shares(1) (iv) shared power to dispose or to direct the disposition of: 59,280 shares(1)(2) ------------------- (1) Represents (i) 193,900 shares of the Company's Common Stock, $5 par value per share, or 1.5% of the outstanding shares of the Company's Common Stock, of which 136,700 are owned by Mr. Smithson directly, 55,000 shares are owned by Mr. Smithson's wife and 2,200 shares are owned by Mr. Smithson's dependent daughters, and which are convertible into an aggregate of 193,900 shares of the Company's Class A Common Stock, (ii) 96,314 shares of the Company's Class A Common Stock owned by Mr. Smithson directly and 2,080 shares of Class A Common Stock held in trusts for his daughters, of which his wife is the trustee and Mr. Smithson disclaims beneficial ownership, and (iii) options to purchase 368,236 shares of Class A Common Stock that are currently exercisable or will become exercisable within the next 60 days. 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 12,648,658 shares of Common Stock and 9,692,854 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 and no exercises of currently exercisable stock options, the holders of the shares reported in this footnote would be entitled to cast 1.5% of the total votes that could be cast on a matter submitted to the Company's shareholders for a vote. (2) As of December 31, 1999, PMA Foundation (the "Foundation") owned 4,561,225 shares of Common Stock and 912,225 shares of Class A Common Stock, or 36.1% and 9.4%, respectively, of each such class (5,473,450 shares of Class A Common Stock, or 38.4% of such class, assuming conversion of all shares of Common Stock held by the Foundation into shares of Class A Common Stock). The Board of Trustees of the Foundation has sole voting power and investment power with respect to the shares of Common Stock and Class A Common Stock of the Company held by the Foundation. Mr. Smithson is a member of the Board of Trustees of the Foundation and disclaims beneficial ownership of the Foundation's shares, which are excluded from the shares reported above. As of December 31, 1999, Pennsylvania Manufacturers' Association, Northeast Branch ("NE Branch") owned 70,500 shares of Common Stock and 14,100 shares of Class A Common Stock, representing less than 1% of each class of stock. The Board of Trustees of NE Branch has sole voting power and investment power with respect to the shares held by the NE Branch. Mr. Smithson is a member of the Board of Trustees of NE Branch and disclaims beneficial ownership of NE Branch's shares, which are excluded from the shares reported above. SCHEDULE 13G - -------------------------------------------------------------------------------- CUSIP No. 693419202 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. Smithson, except the right to receive dividends with respect to shares held by his wife, his daughters and the trusts for his daughters, is held by such persons. Also, Mr. Smithson's wife has the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares held by her or for which she is the trustee. Neither Mr. Smithson's wife nor the trusts, however, beneficially own more than 5% of the Company's Common Stock or Class A Common Stock. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported On by the Parent Holding Company or Control Person: 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 Certifications: Not applicable. SCHEDULE 13G - -------------------------------------------------------------------------------- CUSIP No. 693419202 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 2, 2000 /s/ John W. Smithson ---------------- -------------------- John W. Smithson -----END PRIVACY-ENHANCED MESSAGE-----