8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 15, 2002

PMA Capital Corporation
(Exact name of registrant as specified in its charter)

Pennsylvania
(State or other jurisdiction
of incorporation) 000-22761
(Commission
File Number) 23-2217932
(IRS Employer
Identification No.)

1735 Market Street, Suite 2800
Philadelphia, Pennsylvania
(Address of principal executive offices)  
19103-7590
(Zip Code)

Registrant's telephone number, including area code:

(215) 665-5046

Not Applicable
(Former name or former address, if changed since last report)

Item 5. Other Events and Regulation FD Disclosure.

        (a) We are updating our after-tax earnings per share estimates for the three months ended September 30, 2002, and for the full year 2002. When we report 2002 third quarter results, we expect to report third quarter after-tax operating income, which is net income before after-tax realized investment gains and losses, of between $0.36 and $0.38 per diluted share. In addition, we currently expect to report full year 2002 after-tax operating income of between $1.40 and $1.45 per diluted share, excluding losses from our run-off operations. A press release including our updated guidance is attached hereto as Exhibit 99.1 and is incorporated in this Item 5 by reference.

        (b) On October 15, 2002, A.M. Best affirmed the “A” (excellent, 3rd of 16) financial strength rating of PMA Capital Insurance Company, with a negative outlook, and the “A-” (excellent, 4th of 16) financial strength rating of the domestic insurance subsidiaries through which The PMA Insurance Group writes business, with a stable outlook.

CAUTIONARY STATEMENTS FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

        Except for historical information contained or incorporated by reference in this Form 8-K, statements made or incorporated by reference are forward-looking statements for purposes of safe harbor provisions under The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on currently available financial, competitive and economic data and our current operating plans based on assumptions regarding future events. Our actual results could differ materially from those expected by our management. The factors that could cause actual results to vary materially, some of which are described with the forward-looking statements, include, but are not limited to:

o changes in general economic conditions, including the performance of financial markets, interest rates and the level of unemployment;

o regulatory or tax changes, including changes in risk-based capital or other regulatory standards that affect the cost of, or demand for, our products or otherwise affect our ability to conduct business;

o competitive conditions that may affect the level of rate adequacy related to the amount of risk undertaken and that may influence the sustainability of adequate rate changes;

o ability to implement and maintain rate increases;

o the effect of changes in workers' compensation statutes and their administration, which may affect the rates that we can charge and the manner in which we administer claims;

o our ability to predict and effectively manage claims related to insurance and reinsurance policies;

o the lowering or loss of one or more of the financial strength or claims paying ratings of our insurance subsidiaries;

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o adequacy of reserves for claim liabilities;

o adverse property and casualty loss development for events we insured in prior years;

o the uncertain nature of damage theories and loss amounts and the development of additional facts related to the attack on the World Trade Center;

o uncertainty as to the price and availability of reinsurance on business we intend to write in the future, including reinsurance for terrorist acts;

o adequacy and collectibility of reinsurance that we purchased;

o severity of natural disasters and other catastrophes;

o reliance on key management; and

o other factors disclosed from time to time in our most recent Forms 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission.

Investors should not place undue reliance on any such forward-looking statements. Unless otherwise stated, we disclaim any current intention to update forward-looking information and to release publicly the results of any future revisions we may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Item 7. Financial Statements and Exhibits.

        (c) The exhibits accompanying this report are listed in the Index to Exhibits on page E-1.

Item 9. Regulation FD Disclosure.

        (a) On October 15, 2002, the registrant issued a news release, a copy of which is filed as Exhibit 99.2 hereto and is incorporated herein by reference.

        (b) On October 15, 2002, we announced a $75 million offering of convertible senior debentures. A press release announcing the offering is attached as Exhibit 99.3.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PMA Capital Corporation
Date: October 15, 2002	By: /s/William E. Hitselberger
	William E. Hitselberger
	Senior Vice President, Chief
	Financial Officer and Treasurer

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Index to Exhibits

Exhibit Number	Description	Method of Filing
99.1	PMA Capital Corporation news release dated October 15, 2002	Filed herewith
99.2	PMA Capital Corporation news release dated October 15, 2002	Filed herewith
99.3	PMA Capital Corporation news release dated October 15, 2002	Filed herewith

E-1

EX-99

Exhibit 99.1

PMA CAPITAL [LOGO]
A Specialty Risk Management Company

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

PRESS RELEASE

For Release: Immediate

      Contact: Albert D. Ciavardelli
                    (215) 665-5063

PMA Capital Announces Third Quarter 2002 Earnings Expectations and
Conference Call with Investors

Philadelphia, PA, October 15, 2002 – PMA Capital Corporation (NASDAQ: PMACA) today announced that when it reports third quarter 2002 results on October 30, 2002 it expects to report after-tax operating earnings, which represents net income before after-tax realized investment gains and losses, in the range of $0.36 and $0.38 per diluted share. In addition, the Company currently expects to report full year 2002 after-tax operating income of between $1.40 and $1.45 per diluted share, excluding losses from its run-off operations.

PMA Capital expects to release its third quarter 2002 financial results on Wednesday, October 30, 2002 after the market closes. A copy of the Company’s news release and statistical supplement will be available on Wednesday, October 30th via the Company’s website at www.pmacapital.com in the Investor Information section (please use the News Releases button to access the release and the Financial Reports button to access the supplement).

In conjunction with the earning release, PMA Capital management will hold a conference call with investors beginning at 5:30 p.m. Eastern Time on Wednesday, October 30^th to review the third quarter 2002 results along with the outlook for the remainder of 2002 and full year 2003. The conference call will be available via a live webcast over the Internet at www.pmacapital.com. Simply enter the Investor Information section, click on News Releases to find this announcement and then click on the microphone next to this release. Please note that by accessing the conference call via the Internet, you will be in a listen-only mode.

The call-in numbers for the conference call are as follows:

Live Call	Replay
877-679-9049 (Domestic)	800-615-3210 (Domestic)
952-556-2803 (International)	703-326-3020 (International)

A replay of the conference call will be available over the Internet or by dialing the call-in number for the replay along with the passcode 6260564. The replay will be available from approximately 8:30 p.m. Eastern Time on Wednesday, October 30^th until 11:59 p.m. Eastern Time on Friday, November 1st.

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PMA Capital Corporation, headquartered in Philadelphia, Pennsylvania, is an insurance holding company, whose operating subsidiaries provide specialty risk management products and services to customers throughout the United States. The primary product lines of PMA Capital’s subsidiaries include property and casualty reinsurance, underwritten and marketed through PMA Re, and workers’ compensation, integrated disability and other commercial property and casualty lines of insurance in the eastern part of the United States, underwritten and marketed under the trade name The PMA Insurance Group. For more information about PMA Capital and its specialty insurance businesses, please visit us on the Internet at www.pmacapital.com.

CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

The statements contained in this press release and oral statements made by individuals authorized to speak on behalf of PMA Capital Corporation (the “Company”) that are not historical facts are forward-looking statements and are based on estimates, assumptions and projections. Actual results may differ materially from those projected in the forward-looking statements.

These forward-looking statements are based on currently available financial, competitive and economic data and the Company’s current operating plans based on assumptions regarding future events. The Company’s actual results could differ materially from those expected by the Company’s management. The factors that could cause actual results to vary materially, some of which are described with the forward-looking statements, include, but are not limited to:

o changes in general economic conditions, including the performance of financial markets, interest rates and the level of unemployment;

o regulatory or tax changes, including changes in risk-based capital or other regulatory standards that affect the cost of, or demand for, the Company’s products or otherwise affect the ability of the Company to conduct its business;

o competitive conditions that may affect the level of rate adequacy related to the amount of risk undertaken and that may influence the sustainability of adequate rate changes;

o ability to implement and maintain rate increases;

o the effect of changes in workers’compensation statutes and their administration, which may affect the rates that we can charge and the manner in which we administer claims;

o the Company’s ability to predict and effectively manage claims related to insurance and reinsurance policies;

o the lowering or loss of one or more of the financial strength or claims paying ratings of the Company’s insurance subsidiaries;

o adequacy of reserves for claim liabilities;

o adverse property and casualty loss development for events the Company insured in prior years;

o the uncertain nature of damage theories and loss amounts and the development of additional facts related to the attack on the World Trade Center;

o uncertainty as to the price and availability of reinsurance on business we intend to write in the future, including reinsurance for terrorist acts;

o adequacy and collectibility of reinsurance purchased by the Company;

o severity of natural disasters and other catastrophes;

o reliance on key management; and

o other factors disclosed from time to time in the Company’s most recent Forms 10-K, 10-Q and 8-K filed by the Company with the Securities and Exchange Commission.

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Investors should not place undue reliance on any such forward-looking statements. The Company disclaims any obligation to update forward-looking information and to release publicly the results of any future revisions we may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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EX-99

Exhibit 99.2

PMA CAPITAL [LOGO]
A Specialty Risk Management Company

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

PRESS RELEASE

For Release: Immediate

      Contact: Albert D. Ciavardelli
                    (215) 665-5063

PMA Capital Comments on A.M. Best Ratings Affirmation

Philadelphia, PA, October 15, 2002 – PMA Capital Corporation (NASDAQ: PMACA) announced earlier today that it is seeking to raise $75 million through an offering of convertible senior debentures. In response to this capital-raising event, the Company is pleased to acknowledge that A.M. Best has affirmed the financial strength ratings of our insurance subsidiaries at A (Excellent) for PMA Capital Insurance Company and A- (Excellent) for The PMA Insurance Group.

“As we stated in our press release announcing the debt offering earlier today, we intend to use the proceeds from the offering to increase the capital and surplus of our insurance subsidiaries. This additional capital will solidify our level of capital adequacy as we continue to take advantage of the excellent growth opportunities in this favorable underwriting environment,” stated John W. Smithson, President and Chief Executive Officer of PMA Capital.

“A.M. Best has acknowledged our strengthened capital position and today affirmed the ratings of our insurance subsidiaries. With this ratings affirmation, we have a clear path for our insurance operations to continue to pursue excellent business opportunities. Through the first six months of 2002, both PMA Re and The PMA Insurance Group have benefited substantially from the business opportunities they are seeing. As a result, their premium growth has been very strong and underwriting results have met or exceeded our expectations. With this capital-raising event and the affirmation of our ratings, we fully expect our well-established and long-standing businesses to continue to thrive in today’s excellent underwriting environment and into 2003,” commented Smithson.

PMA Capital Corporation, headquartered in Philadelphia, Pennsylvania, is an insurance holding company, whose operating subsidiaries provide specialty risk management products and services to customers throughout the United States. The primary product lines of PMA Capital’s subsidiaries include property and casualty reinsurance, underwritten and marketed through PMA Re, and workers’ compensation, integrated disability and other commercial property and casualty lines of insurance in the eastern part of the United States, underwritten and marketed under the trade name The PMA Insurance Group. For more information about PMA Capital and its specialty insurance businesses, please visit us on the Internet at www.pmacapital.com.

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CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The statements contained in this press release and oral statements made by individuals authorized to speak on behalf of PMA Capital Corporation (the “Company”) that are not historical facts are forward-looking statements and are based on estimates, assumptions and projections. Actual results may differ materially from those projected in the forward-looking statements.

These forward-looking statements are based on currently available financial, competitive and economic data and the Company’s current operating plans based on assumptions regarding future events. The Company’s actual results could differ materially from those expected by the Company’s management. The factors that could cause actual results to vary materially, some of which are described with the forward-looking statements, include, but are not limited to:

o changes in general economic conditions, including the performance of financial markets, interest rates and the level of unemployment;

o regulatory or tax changes, including changes in risk-based capital or other regulatory standards that affect the cost of, or demand for, the Company’s products or otherwise affect the ability of the Company to conduct its business;

o competitive conditions that may affect the level of rate adequacy related to the amount of risk undertaken and that may influence the sustainability of adequate rate changes;

o ability to implement and maintain rate increases;

o the effect of changes in workers’compensation statutes and their administration, which may affect the rates that we can charge and the manner in which we administer claims;

o the Company’s ability to predict and effectively manage claims related to insurance and reinsurance policies;

o the lowering or loss of one or more of the financial strength or claims paying ratings of the Company’s insurance subsidiaries;

o adequacy of reserves for claim liabilities;

o adverse property and casualty loss development for events the Company insured in prior years;

o the uncertain nature of damage theories and loss amounts and the development of additional facts related to the attack on the World Trade Center;

o uncertainty as to the price and availability of reinsurance on business we intend to write in the future, including reinsurance for terrorist acts;

o adequacy and collectibility of reinsurance purchased by the Company;

o severity of natural disasters and other catastrophes;

o reliance on key management; and

o other factors disclosed from time to time in the Company’s most recent Forms 10-K, 10-Q and 8-K filed by the Company with the Securities and Exchange Commission.

Investors should not place undue reliance on any such forward-looking statements. The Company disclaims any obligation to update forward-looking information and to release publicly the results of any future revisions we may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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EX-99

Exhibit 99.3

PMA CAPITAL [LOGO]
A Specialty Risk Management Company

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

PRESS RELEASE

For Release: Immediate

      Contact: Albert D. Ciavardelli
                    (215) 665-5063

PMA Capital Plans to Issue $75 Million of Convertible Senior Debentures

Philadelphia, PA, October 15, 2002 – PMA Capital Corporation (NASDAQ: PMACA) announced today that it is seeking to raise $75 million through an offering of convertible senior debentures pursuant to its currently effective shelf registration statement. The debentures, which will be convertible at the option of the holders into shares of PMA Capital’s Class A common stock, will be due in 2022. The underwriters have been granted an option to purchase an additional $11.25 million principal amount of debentures.

PMA Capital intends to use proceeds from the offering to increase the capital and surplus of its insurance subsidiaries to support expected growth in its reinsurance and insurance operations, and for general corporate purposes.

The offering is being managed by Banc of America Securities LLC (joint-bookrunner) and Credit Suisse First Boston (joint-bookrunner), and is being co-managed by Sandler O’Neill & Partners, L.P.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the debentures to be offered, nor shall there be any sale of debentures in any state in which such offer, solicitation or sale would be unlawful. Offers for the debentures will be made only by means of a prospectus (including a final prospectus supplement) forming a part of the effective registration statement. Copies of the prospectus, when available, with respect to the offering may be obtained from Banc of America Securities LLC, Prospectus Department, 9 West 57^th Street, New York, New York 10019 (telephone: 646.733.4166) and Credit Suisse First Boston, Prospectus Department, One Madison Avenue, New York, New York 10010 (telephone: 212.325.2580) or by faxing requests to 212.325.8057.

PMA Capital Corporation, headquartered in Philadelphia, Pennsylvania, is an insurance holding company, whose operating subsidiaries provide specialty risk management products and services to customers throughout the United States. The primary product lines of PMA Capital’s subsidiaries include property and casualty reinsurance, underwritten and marketed through PMA Re, and workers’ compensation, integrated disability and other commercial property and casualty lines of insurance in the eastern part of the United States, underwritten and marketed under the trade name The PMA Insurance Group. For additional information about PMA Capital and its specialty insurance businesses, please visit us at www.pmacapital.com.

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Certain statements in this release may constitute “forward-looking statements” within the meaning of The Private Securities Litigation and Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those projected in the forward-looking statements as discussed in the Company’s periodic filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

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