-----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, WGAPLGY1Nwn0I2MMfS1ZQ8/jbAFMrSt5ygLBZB00TQIvVM54W7tqXoZkcuQK9gps OOQKZLIXtMT2RiYtSH7CxQ== 0000950159-03-000043.txt : 20030121 0000950159-03-000043.hdr.sgml : 20030120 20030121153637 ACCESSION NUMBER: 0000950159-03-000043 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030120 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20030121 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22761 FILM NUMBER: 03519537 BUSINESS ADDRESS: STREET 1: 1735 MARKET STREET SUITE 2800 CITY: PHILADELPHIA STATE: PA ZIP: 19103-7590 BUSINESS PHONE: 2156655046 MAIL ADDRESS: STREET 1: 1735 MARKET STREET SUITE 2800 CITY: PHILADELPHIA STATE: PA ZIP: 19103-7590 FORMER COMPANY: FORMER CONFORMED NAME: PENNSYLVANIA MANUFACTURERS CORP DATE OF NAME CHANGE: 19970702 8-K 1 pma8k1-20.htm PMA FORM 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): January 20, 2003

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.

        Effective January 20, 2003, the Board of Directors of PMA Capital Corporation appointed Neal Schneider as a member of the Board to fill a vacancy created by the death of Board member Louis I. Pollock. Mr Schneider’s initial term will expire at the 2004 Annual Meeting of Shareholders. Mr. Schneider, who is a certified public accountant, will serve on the Audit Committee of the Board of Directors.

Item 7. Financial Statements and Exhibits.

        (c) The Exhibit Index on page E-1 is incorporated herein by reference.

Item 9. Regulation FD Disclosure.

        PMA Capital Corporation today issued the press releases described below.

o

One press release announces that John W. Smithson, President and Chief Executive Officer, and William E. Hitselberger, Senior Vice President and Chief Financial Officer will make a presentation at the 7th Annual Insurance Conference hosted by the New York Society of Security Analysts. The presentation will take place on Monday, January 27, 2003, beginning at approximately 11:25 a.m. Eastern time. Details about the conference, including information on how to access the presentation materials and the conference via the internet, are provided in the press release attached as Exhibit 99.2 to this Form 8-K and are incorporated into this Item 9 by reference.


o

The other press release announces that PMA Capital expects to release its fourth quarter 2002 financial results on Wednesday, February 5, 2003. On the same day, the Company’s management will hold a conference call to review the fourth quarter 2002 results along with their outlook for full year 2003. Details about the expected release and conference call, including information on how to access the conference call via the internet, are provided in a press release attached as Exhibit 99.3 to this Form 8-K and are incorporated into this Item 9 by reference.


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

               During the presentations and conference call, Messrs. Smithson and Hitselberger and other Company spokespersons may make certain oral statements that constitute 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;


2


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;


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, including future acts of terrorism;


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.

3


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: January 21, 2003 By: /s/ Albert D. Ciavardelli
        Albert D. Ciavardelli
        Vice President - Finance
      

4


Index to Exhibits

   
     
Number Description Method of Filing
 
(99) Additional Exhibits:
 
99.1 PMA Capital Corporation
news release dated
January 21, 2003 announcing
a new director
Filed herewith
 
99.2 PMA Capital Corporation
news release dated
January 21, 2003 announcing
a presentation at insurance
investor conference
Filed herewith
 
99.3 PMA Capital Corporation
news release dated
January 21, 2003 announcing
investor conference call
Filed herewith



E-1


EX-99 3 exhibit99-1.htm EXHIBIT 99.1 EXHIBIT 99.1
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 Appoints Neal Schneider to its Board of Directors

Philadelphia, PA, January 21, 2003 PMA Capital (NASDAQ: PMACA) announced today that its Board of Directors has appointed Neal Schneider as a member of PMA Capital’s Board to fill a vacancy created when Board member Louis I. Pollock passed away in December 2002. Mr. Schneider’s appointment to the Board of Directors is effective January 20, 2003. In addition to being appointed to the Board of Directors for PMA Capital, Mr. Schneider will also serve on the Company’s Audit Committee.

“Mr. Schneider, who is a certified public accountant, has over 30 years of service to insurance and financial services clients. His wealth of experience in serving the needs of property/casualty insurance companies along with his extensive financial knowledge make him an excellent complement to our existing Board and Audit Committee and will broaden their overall expertise,” commented Mr. Frederick W. Anton III, Chairman of the Board of PMA Capital.

Since July 2002, Mr. Schneider has been a partner for Smart and Associates, LLP where he opened and manages their New York City office to serve the financial, operational and technology consulting needs of a broad array of clients, including a significant number of property and casualty insurance companies. Mr. Schneider retired as a partner of Arthur Andersen in 2000. During his over 30-year career at Arthur Andersen, he was the Partner in Charge of their world-wide Insurance Industry Practice responsible for strategy development, implementation and delivery of all professional services to insurance companies around the world. Mr. Schneider also served as the Partner in Charge of Arthur Andersen’s North American Financial Services Practice, which provided audit, tax, actuarial and consulting services to insurance, asset management, capital markets and banking industries. While at Arthur Andersen, Mr. Schneider served as the public accounting firm’s representative on the AICPA Insurance Companies Committee. He also served on the Board of Governors of the Society of Chartered Property and Casualty Underwriters. Mr. Schneider presently serves on the Boards of several privately held insurance oriented companies.


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 contact Investor Relations at 215.665.5046 or visit us at www.pmacapital.com.

2


EX-99 4 exhibit99-2.htm EXHIBIT 99.2 EXHIBIT 99.2
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 to Present at the 7thAnnual Insurance Conference
hosted by the New York Society of Security Analysts

Philadelphia, PA, January 21, 2003 – PMA Capital Corporation (NASDAQ:PMACA) today announced that John W. Smithson, President and Chief Executive Officer, and William E. Hitselberger, Senior Vice President and Chief Financial Officer, will present at the 7th Annual Insurance Conference hosted by the New York Society of Security Analysts. PMA Capital’s presentation at the conference will take place on Monday, January 27, 2003 beginning at approximately 11:25 a.m. Eastern time.

Investors, analysts and the general public are invited to listen to a live webcast of this presentation free of charge over the Internet. The live audio webcast of the presentation can be accessed at www.pmacapital.com. Enter through the Investor Information page (choose Current Investor Information), click on News Releases to find this announcement and then click on the microphone next to this release to access the audio web cast. In addition, a copy of the presentation materials used during the presentation will be available in the Investor Information section of the PMA Capital website. An archive of the presentation will be available at http://www.twst.com/econf/mm/nyssa19/pmaca.html for approximately one week.

During the conference, Mr. Smithson will provide an overview of PMA Capital’s operations and discuss the current environment for specialty commercial property/casualty insurance companies.

Anyone listening to PMA Capital’s presentation will be presumed to have read PMA Capital’s Annual Report on Form 10-K for the year ended December 31, 2001 and Quarterly Report on Form 10-Q for the nine months ended September 30, 2002 and the Company’s third quarter 2002 earnings release, including the discussion under the caption “Cautionary Statements.”


Certain statements made during PMA Capital’s presentation may constitute forward-looking statements for purposes of safe harbor provisions under The Private Securities Litigation and Reform Act of 1995. Actual results may differ materially from those projected in the forward-looking statements as a result of various factors, including those discussed in the Company’s earnings releases and periodic filings with the SEC.

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 contact Investor Relations at 215.665.5046 or visit us at www.pmacapital.com.

2


EX-99 5 exhibit99-3.htm EXHIBIT 99.3 EXHIBIT 99.3
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 to Release Fourth Quarter Results
and Hold Conference Call with Investors

Philadelphia, PA, January 21, 2003 – PMA Capital Corporation (NASDAQ: PMACA) expects to release its fourth quarter 2002 financial results on Wednesday, February 5, 2003 after the market closes. A copy of the Company’s news release and statistical supplement will be available on the Company’s website at www.pmacapital.com in the Investor Information section (go to Current Investor Information and then click on News Releases to access the release; from Current Investor Information, you can click on Financial Reports to access the statistical 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, February 5th to review the 2002 results and our outlook for full year 2003. The conference call will be available via a live webcast over the Internet at www.pmacapital.com. To access the webcast, enter the Investor Information section (choose Current Investor Information), 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  
877-679-9045 (Domestic)  800-615-3210 (Domestic) 
952-556-2802 (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 6385105. The replay will be available from approximately 8:30 p.m. Eastern Time on Wednesday, February 5th until 11:59 p.m. Eastern Time on February 12th.


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 contact Investor Relations at 215.665.5046 or visit us at www.pmacapital.com.

2


-----END PRIVACY-ENHANCED MESSAGE-----