-----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, KWG5LOGgrLfOP+28q+IwacQt+HplzFSbTv1Dg9OrxjomOwNa0DCtoYECvibjC9Xp DWSeehvk8Guvjx4ixyHYQQ== 0000950159-09-001533.txt : 20090624 0000950159-09-001533.hdr.sgml : 20090624 20090624161306 ACCESSION NUMBER: 0000950159-09-001533 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090624 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20090624 DATE AS OF CHANGE: 20090624 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: 09907615 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 PMA CAPITAL CORPORATION FORM 8-K 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) June 24, 2009
 
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 Re”), a Bermuda-based corporation, pursuant to which Armour Re 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’s financial examination of PMA Capital Insurance Company, which includes its review of the loss reserves, is still in process.
 
 
Under the amended terms of the Agreement, the Agreement could have been terminated by either the Company or Armour Re if the closing of the sale had not occurred by June 30, 2009.  The Company and Armour Re amended the Agreement to extend the termination date to October 31, 2009 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
 
       
June 24, 2009
      
By:
/s/ William E. Hitselberger
           
Name:
William E. Hitselberger
           
Title:
Executive Vice President and Chief Financial Officer
               



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