8-K

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): September 21, 2010

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 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 21, 2010, each of Vincent T. Donnelly, Anthony Ciofani, John M. Cochrane, Stephen L. Kibblehouse and John Santulli entered into a letter agreement pursuant to which they agreed to terminate their employment or severance agreement, as applicable, effective upon the closing of the merger among PMA Capital Corporation, Old Republic International Corporation and OR New Corp.  Termination of the officer employment and severance agreements is a condition to the closing of the merger, which condition has now been satisfied.

Item 5.07  Submission of Matters to a Vote of Security Holders.

           On September 21, 2010, at a Special Meeting of Shareholders of PMA Capital Corporation (the “Company”), the shareholders of the Company adopted the Agreement and Plan of Merger, dated June 9, 2010, among the Company, Old Republic International Corporation and OR New Corp.  The final voting results for the proposal to adopt the Agreement and Plan of Merger are set forth below.

Votes For	Votes Against	Abstentions	Broker Non-Votes
24,029,419	1,034,296	38,038	0

At the Special Meeting, the Company’s shareholders were also asked to approve the adjournment of the Special Meeting for the purpose of soliciting additional proxies in favor of the proposal to adopt the merger agreement, if necessary.  Because the Agreement and Plan of Merger was adopted by the Company’s shareholders, this proposal became moot.  The final voting results for this proposal are set forth below.

Votes For	Votes Against	Abstentions	Broker Non-Votes
22,334,103	2,722,205	45,443	0

Item 8.01  Other Events.

On September 21, 2010, PMA Capital Corporation issued a press release announcing that shareholders adopted the Agreement and Plan of Merger, dated as of June 9, 2010, by and among PMA Capital Corporation, Old Republic International Corporation and OR New Corp., that the Company’s officers have agreed to terminate their employment and severance agreements effective upon closing of the merger, and that the anticipated closing date of the merger is October 1, 2010.  The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.	Description
99.1	Press release issued September 21, 2010.

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
September 21, 2010	By:	/s/ Stephen L. Kibblehouse
	Name:		Stephen L. Kibblehouse
	Title:		Executive Vice President and General Counsel

Exhibit Index

Exhibit No.	Description
99.1	Press release issued September 21, 2010.

EX-99.1

Exhibit 99.1

 

For Immediate Release	Contact:	John M. Cochrane
		(610) 397-5298
		john_cochrane@pmagroup.com

Shareholders of PMA Capital Approve Merger with Old Republic

Blue Bell, PA, September 21, 2010 – PMA Capital Corporation (NASDAQ: PMACA) today announced that its Shareholders have voted to adopt the Agreement and Plan of Merger, dated as of June 9, 2010, among PMA Capital, Old Republic International Corporation and a wholly-owned subsidiary of Old Republic.  PMA Capital has now received all shareholder and regulatory approvals necessary to proceed with the closing of the merger.   It is anticipated that the merger will close on Friday, October 1, 2010.

Under the terms of the merger agreement, shareholders of PMA will receive 0.55 shares of Old Republic common stock for each share of PMA Capital common stock, subject to potential adjustment based on the market price of Old Republic’s common stock as described in the merger agreement.

PMA Capital also announced that Vincent T. Donnelly and each other officer of PMA Capital party to an employment or severance agreement with the Company has agreed to terminate his or her agreement effective upon the closing of the merger, satisfying that condition to the closing of the merger.  All of these officers expect to continue in similar executive positions under Old Republic’s new ownership.

PMA Capital Corporation, headquartered in Blue Bell, Pennsylvania, is a holding company whose operating subsidiaries provide insurance and fee-based services.  Insurance products include workers’ compensation and other commercial property and casualty lines of insurance.  Fee-based services include third party administrator, managing general agent and program administrator services.  The operating subsidiaries are marketed under PMA Companies and include The PMA Insurance Group, PMA Management Corp., PMA Management Corp. of New England and Midlands Management Corporation.

For additional information, visit www.pmacapital.com.

Forward-looking Statements

This press release includes certain forward-looking statements regarding the anticipated closing date of the merger. The forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may cause the outcome of the forward-looking statement to

be materially different from that expressed in such forward-looking statements. These factors include, among others, the ability of PMA and Old Republic to satisfy the closing conditions set forth in the merger agreement in a timely manner. These factors also include, but are not limited to, the risks and uncertainties described in Old Republic’s and PMA’s reports filed with the Securities and Exchange Commission (“SEC”) and the definitive proxy statement filed by PMA with the SEC.   PMA disclaims any intention or obligation to update or revise any forward-looking statements, except as required by law.