11-K 1 pma11k2001.htm PMA CAPITAL CORPORATION FORM 11-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________________

FORM 11-K

(Mark One)

 

|X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934


 

For the fiscal year ended December 31, 2001


OR

 

|_| TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


 

For the transition period from ________ to ________


Commission File Number 000-22761

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

PMA Capital Corporation 401(k) Plan

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

PMA Capital Corporation
Mellon Bank Center, Suite 2800
1735 Market Street
Philadelphia, PA 19103--7590


REQUIRED INFORMATION

Financial statements and schedules for PMA Capital Corporation’s 401(k) Plan, prepared in accordance with the financial reporting requirements of the Employee Retirement Income Security Act of 1974, are contained in this Annual Report on Form 11-K.





PMA CAPITAL CORPORATION 401(k) PLAN

FINANCIAL STATEMENTS

As of and for the years ended December 31, 2001 and 2000

AND SUPPLEMENTAL SCHEDULE

As of December 31, 2001




PMA CAPITAL CORPORATION 401(k) PLAN

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

TABLE OF CONTENTS

Pages
 
Report of Independent Accountants 2 
 
Financial Statements:
   Statements of Net Assets Available for Benefits as of December 31, 2001 and 2000 3 
 
Statements of Changes in Net Assets Available for Benefits
   for the years ended December 31, 2001 and 2000 4 
 
Notes to Financial Statements 5-11
 
Supplemental Schedule:
   Assets (Held at End of Year) 12



1


Report of Independent Accountants

To the Participants and Administrator of
PMA Capital Corporation 401(k) Plan:

In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the PMA Capital Corporation 401(k) Plan (the “Plan”) at December 31, 2001 and December 31, 2000, and the changes in net assets available for benefits for the year ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financials statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

June 14, 2002

2


PMA CAPITAL CORPORATION 401(k) PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

as of December 31,
 
2001 2000
 
Investments, at fair value     $ 74,174,329   $ 74,419,092  
 
Participant loans receivable    1,867,768    1,873,833  
 
Cash and cash equivalents    -    343,774  
 
Employer's contribution receivable    125,700    27,365  
 
Participants' contributions receivable    224,945    189,689  


 
    Net assets available for benefits   $ 76,392,742   $ 76,853,753  


The accompanying notes are an integral
part of the financial statements.

3


PMA CAPITAL CORPORATION 401(k) PLAN

STATEMENTS OF CHANGES IN NET ASSETS

AVAILABLE FOR BENEFITS

For the years ended December 31,
 
2001 2000
 
Additions:            
   Investment Income:  
      Interest and dividends   $ 2,642,162   $ 5,563,596  
 
      Net depreciation in fair  
         value of investments    (5,992,799 )  (6,731,746 )
 
   Contributions:  
      Participant    4,673,698    4,235,263  
      Participant rollovers    1,059,202    1,336,127  
 
      Employer    2,745,395    2,423,620  


 
          Total additions    5,127,658    6,826,860  


 
Deductions:  
   Participant withdrawals    5,582,849    5,789,195  
 
   Administrative expenses    5,820    4,715  


          Total deductions    5,588,669    5,793,910  


 
                 Net additions (deductions)    (461,011 )  1,032,950  
 
Net assets available for benefits:  
   Beginning of year    76,853,753    75,820,803  


 
   End of year   $ 76,392,742   $ 76,853,753  


The accompanying notes are an integral
part of the financial statements.

4


PMA CAPITAL CORPORATION 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

1.  

Description of Plan


 

The following brief description of the PMA Capital Corporation 401(k) Plan (the “Plan”) is provided for general informational purposes only. Participants should refer to the Plan document for more complete information.


 

General


 

The Plan is a defined contribution plan and is qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (“IRC”), allowing contributions to be made by participants on a before-tax basis under Section 401(k) of the IRC. The Plan is subject to the Employee Retirement Income Security Act of 1974 (“ERISA”) rules and regulations.


 

Eligibility and Participation


 

Presently, all active regular full and part time employees of PMA Capital Corporation (the “Company”) and its affiliates are eligible to participate in the Plan upon commencement of their employment.


 

Contributions


 

Subject to IRC limits, participants and the Company make contributions to the Plan. Participants may authorize the Company to withhold up to a maximum of 50% of their compensation each year for employee pre-tax contributions to the Plan. In addition, participants may elect to have the Company withhold up to 10% of their compensation as a voluntary (after-tax) contribution. The Company, in turn, will make employer matching contributions on behalf of participants equal to $1.00 for each $1.00 of employee pre-tax or after-tax contributions, up to a maximum of 5% of each participant’s compensation. Contributions are subject to certain limitations.


 

Investment Options


 

At December 31, 2001, contributions were invested, at the election of the participants, in eleven funds (the “Vanguard Funds”) which are managed by The Vanguard Group, an unrelated entity.


 

Prior to June 2001, a self-directed fund was available to participants who had balances in self-directed funds as of December 31, 1992. By June 2001, all participants in the self-directed fund transferred their account balances out of the fund. The self-directed fund was closed and dropped from the Plan in June 2001. The self-directed fund was administered by the Vanguard Group on behalf of the participants.


5


PMA CAPITAL CORPORATION 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

 

Vesting


 

When a participant attains age 65, becomes disabled as defined by the Company’s long-term disability plan, or dies, the full value of the employer’s matching contributions, allocated to the account, plus actual earnings thereon, becomes vested to the participant (or to the participant’s beneficiary in the event of death) and is nonforfeitable. Prior to the occurrence of such an event, the value of the employer’s matching contributions will vest to a participant based on their years of service, as indicated in the following table:


  Less than 1 year 0%
1 year 10%
2 years 40%
3 years 60%
4 years 80%
5 years 100%

 

An employee’s contributions, plus actual earnings thereon, are always 100% vested and nonforfeitable.


 

Plan participants who cease to be employees are entitled to withdraw participant contributions, including allocated net realized and unrealized gains and losses. In addition, such former employees are entitled to their vested value of allocated Company contributions and earnings thereon, based on years of service.


 

Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contribution and (b) Plan earnings, and charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined in the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.


 

Allocation of Investment Income and Realized Gains and Losses


 

Invested assets of the Plan are valued at the end of each business day, by adjusting the account of each member to reflect any appreciation or depreciation in the fair market value or income or losses of the funds. Member accounts are adjusted in proportion to the balance in each member’s account as compared to the total account balances of all members’accounts. The allocation is also affected by the timing of transfers, loans, repayments and distributions. Member accounts in the self-directed fund were valued based on the gains or losses of the individual member’s account.


6


PMA CAPITAL CORPORATION 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

 

Withdrawals and Distributions


 

Withdrawals and distributions of vested account balances are generally made upon retirement, termination, death or disability. A participant’s vested account balance will be distributed in the form of a single lump sum cash payment. However, participants may elect to leave the money in the plan subject to Internal Revenue Service (“IRS”) minimum distribution rules. To the extent amounts are invested in the PMA Capital Corporation Stock Fund (“Company Stock Fund”), a participant may elect to receive such amounts in the Company’s Class A Common Stock or cash.


 

Plan participants may elect to borrow up to the lesser of 50% of their available vested balance or $50,000 minus their highest outstanding loan balance during the prior twelve month period under the Plan. Participants may apply for multiple loans each plan year, however, no more than two loans may be outstanding at any one time. These interest-bearing loans are secured by the participant’s account balance and are repaid through payroll deductions. The interest rate for all loans is the prime rate in effect on the first business day of the month of the loan application. The maximum loan amounts, repayment terms, and other restrictions are determined in accordance with the IRC.


 

Disposition of Forfeiture


 

Forfeitures of Company contributions, resulting from the termination of participants with less than fully vested rights under the Plan, are applied to reduce future employer matching contributions. For the years ended December 31, 2001 and 2000, $220,000 and $116,433, respectively, were used to offset employer matching contributions. The amount of forfeited nonvested accounts totaled $10,675 and $89,138 at December 31, 2001 and 2000, respectively.


 

Plan Termination


 

While the Company has not expressed any intent to discontinue the Plan, it may do so at any time, subject to the provisions of ERISA. In the event of such discontinuance, Plan participants would become fully vested in the Company’s contributions and the related investment income.


2.  

Summary of Significant Accounting Policies


 

The following accounting policies conform with generally accepted accounting principles. The financial statements of the Plan are prepared using the accrual method of accounting.


7


PMA CAPITAL CORPORATION 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

 

Investment Valuation and Income Recognition


 

Investments in the Vanguard Funds are stated at fair value. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year-end. Units of the Retirement Savings Trust are valued at net asset value at year-end. The Company Stock Fund is valued at its year-end unit closing price (comprised of year-end market price plus uninvested cash position). Participant loans are valued at cost which approximates fair value.


 

Interest income is accrued when earned. Dividend income is recorded on the ex-dividend date. Capital gain distributions are included in dividend income.


 

Investments in the self-directed fund (principally equity securities) were carried at fair value based on quoted market prices. Purchases and sales of securities were reflected on a trade-date basis. Gains and losses on the sale of securities were determined using the average cost of investments.


 

Net appreciation (depreciation) in fair value of investments, as presented in the statement of changes in net assets available for benefits, consists of the realized gains and losses and the unrealized appreciation (depreciation) on those investments.


 

Participant Loans Receivable


 

Participant loans receivable are recorded at the original loan amount, plus accrued interest, less subsequent principal and interest repayments.


 

Payment of Withdrawals


 

Withdrawals are recorded when paid.


 

Administrative Expenses


 

The Company pays certain administrative expenses incurred by the Plan.


 

Use of Estimates


 

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein and disclosures of contingent assets and liabilities. Actual results could differ from those estimates.


8


PMA CAPITAL CORPORATION 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

 

Risk and Uncertainties


 

The Plan provides various investment options in funds that invest in stocks, bonds, fixed income instruments and other mutual funds. Investment securities are exposed to various risks, such as interest rate, market and credit risk. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of the investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants’account balances and the amounts reported in the statements of net assets available for benefits and the statements of changes in net assets available for benefits.


3.  

Investments


 

During 2001 and 2000, the Plan’s investments, (including gains and losses on investments bought and sold as well as investments held during the year) appreciated (depreciated) in value as follows:


2001 2000
 
Vanguard Mutual Funds     $ (6,212,769 ) $ (6,559,984 )
PMA Capital Corporation Stock Fund    168,966    (174,220 )
Self-Directed Fund    51,004    2,458  


   Total   $ (5,992,799 ) $ (6,731,746 )


9


PMA CAPITAL CORPORATION 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

 

Investments at December 31, are as follows:


2001

UNITS/   
SHARES
   
FAIR    
VALUE   
 
Vanguard Morgan Growth Fund   884,970   12,947,115 *
Vanguard 500 Index Fund  144,803   15,333,143 *
Vanguard Total International Stock Index Fund  14,208   131,852  
Vanguard STAR Fund  626,072   10,292,627 *
Vanguard Windsor II Fund  354,517   9,072,089 *
Vanguard International Growth Fund  161,811   2,428,779  
Vanguard Explorer Fund  20,186   1,217,391  
Vanguard Total Bond Market Index Fund  340,248   3,450,118  
Vanguard Extended Market Index Fund  26,511   612,150  
Vanguard Retirement Savings Trust  17,026,165   17,026,165 *
PMA Capital Corporation Stock Fund  86,161   1,662,900  

        Total      $74,174,329  

 
 
2000

UNITS/   
SHARES
   
FAIR    
VALUE   
 
Vanguard Morgan Growth Fund  879,065   15,014,414 *
Vanguard 500 Index Fund  133,574   16,277,370 *
Vanguard Treasury Money Market Fund  1,191,847   1,191,847  
Vanguard STAR Fund  397,379   7,077,323 *
Vanguard Windsor II Fund  311,570   8,474,703 *
Vanguard International Growth Fund  166,856   3,148,577  
Vanguard LifeStrategy Growth Fund  96,370   1,887,887  
Vanguard Total Bond Market Index Fund  202,611   2,018,004  
Vanguard LifeStrategy Moderate Growth Fund  87,105   1,501,697  
Vanguard Retirement Savings Trust  16,010,970   16,010,970 *
PMA Capital Corporation Stock Fund  77,119   1,330,297  
Self-Directed Fund: Equity Securities      486,003  

 
        Total      $74,419,092  

*Indicates that investment is in excess of 5% of net assets available for the plan benefits as of December 31, 2001 and 2000 as applicable.

10


PMA CAPITAL CORPORATION 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

4.  

Related Party Transactions


 

The Plan invests in shares of mutual funds managed by an affiliate of Vanguard Fiduciary Trust Company (“VFTC”). VFTC acts as trustee for only those investments as defined by the Plan. Transactions in such investments qualify as party-in-interest transactions which are exempt from the prohibited transactions rules.


5.  

Tax Status


 

The IRS has determined and informed the Company by a letter dated April 10, 2002, that the Plan is qualified as to form under the appropriate sections of the IRC. Accordingly, the trust established under the Plan is tax-exempt.


11


Form 5500
Schedule H, Part IV, Item 4i

PMA CAPITAL CORPORATION 401(k) PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
as of December 31, 2001


         Description of Investment   Fair Value
 
Registered Investment Companies    
 
         Vanguard Morgan Growth Fund*  $12,947,115  

 
         Vanguard 500 Index Fund*  15,333,143  

 
         Vanguard Total International Stock Index Fund*  131,852  

 
         Vanguard STAR Fund*  10,292,627  

 
         Vanguard Windsor II Fund*  9,072,089  

 
         Vanguard International Growth Fund*  2,428,779  

 
         Vanguard Explorer Fund*  1,217,391  

 
         Vanguard Total Bond Market Index Fund*  3,450,118  

 
         Vanguard Extended Market Index Fund*  612,150  

 
         Tax-Exempt Collective Trust 
         Vanguard Retirement Savings Trust*  17,026,165  

 
         Company Stock Fund 
         PMA Capital Corporation Stock Fund*  1,662,900  

 
         Participant Loans 
           (interest rates range from 5.0% to 10.9%)  1,867,768  

 
                            Total Investments  $76,042,097  

*Indicates a party-in-interest.

12


Exhibits

Exhibits are listed in the Index to Exhibits appearing on page E-1.

Signatures

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.

     
PMA Capital Corporation 401(k) Plan
     
     
Date: June 25, 2002 By: /s/ Robert L. Pratter         
Robert L. Pratter
Senior Vice President, General
Counsel and Secretary of
PMA Capital Corporation, and
Plan Administrator



Index to Exhibits

Number Description Method of
Filing
23 Consent of
Independent
Accountants
Filed herewith



-E-1-