-----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, V09oT2vDkv8rNRPnTo/gi0FjYRxaEn3pwPZc6HhWF1A3gTflJ0benVM79CLi+hCH MNiWu2gN5k7XePKxfN7j9Q== 0000950159-08-001361.txt : 20081003 0000950159-08-001361.hdr.sgml : 20081003 20081003160821 ACCESSION NUMBER: 0000950159-08-001361 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081003 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20081003 DATE AS OF CHANGE: 20081003 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: 001-31706 FILM NUMBER: 081106804 BUSINESS ADDRESS: STREET 1: 380 SENTRY PARKWAY CITY: BLUE BELL STATE: PA ZIP: 19422 BUSINESS PHONE: 610-397-5298 MAIL ADDRESS: STREET 1: 380 SENTRY PARKWAY CITY: BLUE BELL STATE: PA ZIP: 19422 FORMER COMPANY: FORMER CONFORMED NAME: PENNSYLVANIA MANUFACTURERS CORP DATE OF NAME CHANGE: 19970702 8-K 1 pma8k.htm pma8k.htm
UNITED STATES
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 3, 2008
 
PMA Capital Corporation
(Exact name of registrant as specified in its charter)
 
Pennsylvania
  
001-31706
  
23-2217932
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(I.R.S. Employer Identification No.)
 
380 Sentry Parkway
Blue Bell, Pennsylvania
  
19422
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code:
 
(610) 397-5298
 

(Former name or former address, if changed since last report.)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 
 
 

Item 1.01.  Entry into a Material Definitive Agreement.
 
As previously announced, on March 28, 2008, PMA Capital Corporation (the “Company”) entered into a Stock Purchase Agreement (the “Agreement”) with Armour Reinsurance Group Limited (“Armour”), a Bermuda-based corporation, pursuant to which Armour will purchase from the Company all of the issued and outstanding shares of PMA Capital Insurance Company, a Pennsylvania domestic property and casualty insurance company, PMA Re Management Company, a Pennsylvania corporation, and High Mountain Reinsurance, Ltd., a Cayman Islands exempted limited liability company.  The closing of the sale and transfer of ownership is pending approval by the Pennsylvania Insurance Department (the “Department”).
 
The Department notified the Company that the public comment period related to the sale remains open.  The Department’s financial examination of PMA Capital Insurance Company, which includes its review of the loss reserves, is also still in process.
 
Under the original terms of the Agreement, the Agreement could have been terminated by either the Company or Armour if the closing of the sale had not occurred within six months of signing the Agreement.  The Company and Armour amended the Agreement to extend the termination date to December 15, 2008 or such later date as the parties may mutually agree.
 
 

 
 
 
 

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 thereunto duly authorized.
 
       
PMA Capital Corporation
 
       
October 3, 2008
      
By:
/s/ William E. Hitselberger
           
Name:
  
William E. Hitselberger
           
Title:
  
Executive Vice President and Chief Financial Officer
                 



 
 
 
 
 
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