-----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, RxR6KtE8lOEtEHVmAG1WA3vrhBuqmNsmMiOXsZdvx6wa7xFCRcBZ6LAuKWO18Kxg v8ShXBYWtzyc8GEh4xm3wg== 0001036050-99-000319.txt : 19990217 0001036050-99-000319.hdr.sgml : 19990217 ACCESSION NUMBER: 0001036050-99-000319 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990216 SUBJECT COMPANY: 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: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-53303 FILM NUMBER: 99542535 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OWLETT EDWARD H CENTRAL INDEX KEY: 0001055635 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1655 CROOKED OAK DRIVE CITY: LANCASTER STATE: PA ZIP: 17601-4299 MAIL ADDRESS: STREET 1: THE PMA BUILDING STREET 2: 380 SENTRY PKWY CITY: BLUEBELL STATE: PA ZIP: 19422-2328 SC 13G/A 1 SCHEDULE 13G/A - EDWARD H. OWLETT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* PMA Capital Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, $5 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 693419202 ------------------------------ (CUSIP Number) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13G CUSIP No. 693419202 PAGE 2 OF 6 Pages --------- --- --- =========================== ========================= - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Edward H. Owlett - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 Citizen of the United States of America - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF 861,400 shares SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 OWNED BY 85,500 shares ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING 861,400 shares PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 85,500 shares - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 946,900 shares - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 (SEE INSTRUCTIONS) - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 9.0% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 IN - ------------------------------------------------------------------------------ SCHEDULE 13G CUSIP No. 693419202 PAGE 3 OF 6 Pages --------- --- --- =========================== =========================== Item 1(a) Name of Issuer: PMA Capital Corporation Item 1(b) Address of Issuer's Principal Executive Offices: 1735 Market Street, Philadelphia, Pennsylvania 19103-7590 Item 2(a) Name of Person Filing: Edward H. Owlett Item 2(b) Address of Principal Business Office or, If None, Residence: One Charles Street, Wellsboro, PA 16901 Item 2(c) Citizenship: Citizen of the United States of America Item 2(d) Title of Class of Securities: Class A Common Stock, $5 par value per share Item 2(e) CUSIP Number: 693419202 --------- Item 3. If this Statement is filed pursuant to 13d-1(b), or 13d-2(b), check whether the person filing is a: Not applicable. SCHEDULE 13G CUSIP No. 693419202 PAGE 4 OF 6 Pages --------- --- --- =========================== =========================== Item 4. Ownership. (a) Amount Beneficially Owned: 946,900 shares (1) (b) Percent of Class: 9.0% (1) (c) Number of Shares as to which such person has: (i) sole power to vote or to direct the vote: 861,400 shares (1) (ii) shared power to vote or to direct the vote: 85,500 shares (1) (iii) sole power to dispose or to direct the disposition of: 861,400 shares (1) (iv) shared power to dispose or to direct the disposition of: 85,500 shares (1) ---------------------- (1) Represents (i) 738,160 shares of the Company's Common Stock, $5 par value per share, or 5.5% of the outstanding shares of the Company's Common Stock, which are convertible into 738,160 shares of the Company's Class A Common Stock, and (ii) 208,740 shares of the Company's Class A Common Stock. Of these shares, (i) 392,200 shares of Common Stock and 9,500 shares of Class A Common Stock are held in certain Owlett family trusts, and Mr. Owlett shares voting and dispositive power with Citizens & Northern Bank with respect to 47,500 of such shares of Common Stock and 9,500 of such shares of Class A Common Stock; and (ii) 20,660 shares of Common Stock and 7,840 shares of Class A Common Stock are held by Mr. Owlett's wife, and Mr. Owlett disclaims beneficial ownership of the shares held by his wife. This total also includes 102,250 shares of Common Stock and 77,150 shares of Class A Common Stock held in certain trusts for which Mr. Owlett serves as trustee; Mr. Owlett disclaims beneficial ownership of the shares held in these trusts. On each matter submitted to the Company's shareholders for a vote, holders of the Company's Common Stock are entitled to ten votes per share, and holders of the Company's Class A Common Stock are entitled to one vote per share. Therefore, based upon total shares outstanding of 13,520,261 shares of Common Stock and 9,837,963 shares of Class A Common Stock, which information has been supplied by the Company, and assuming no conversions of shares of Common Stock into Class A Common Stock, Mr. Owlett is entitled to cast 5.2% of the total votes that could be cast on a matter submitted to the Company's shareholders for a vote. SCHEDULE 13G CUSIP No. 693419202 PAGE 5 OF 6 Pages --------- --- --- =========================== =========================== Item 5. Ownership of Five Percent or Less of a Class: Not applicable. Item 6. Ownership of More Than Five Percent on Behalf of Another Person: No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock and Common Stock beneficially owned by Mr. Owlett, except that the right to receive dividends with respect to (i) the shares held by the Owlett family trusts described above, (ii) the shares held by certain other trusts of which Mr. Owlett serves as trustee described above and (iii) shares held by Mr. Owlett's wife, are held by such respective persons. Also, Mr. Owlett's wife has the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares held by her. None of these trusts or Mr. Owlett's wife, however, beneficially own more than 5% of the Company's Class A Common Stock or Common Stock. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported On by the Parent Holding Company: Not applicable. Item 8. Identification and Classification of Members of the Group: Not applicable. Item 9. Notice of Dissolution of a Group: Not applicable. Item 10. Certification: Not applicable. SCHEDULE 13G CUSIP No. 693419202 PAGE 6 OF 6 Pages --------- --- --- =========================== =========================== SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 12, 1999 /s/ Edward H. Owlett ------------------------ ------------------------------- Edward H. Owlett -----END PRIVACY-ENHANCED MESSAGE-----