0000893220-01-500830.txt : 20011112 0000893220-01-500830.hdr.sgml : 20011112 ACCESSION NUMBER: 0000893220-01-500830 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011102 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHILADELPHIA CONSOLIDATED HOLDING CORP CENTRAL INDEX KEY: 0000909109 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 232202671 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22280 FILM NUMBER: 1774724 BUSINESS ADDRESS: STREET 1: ONE BALA PLAZA STREET 2: SUITE 100 CITY: WYNNEWOOD STATE: PA ZIP: 19004 BUSINESS PHONE: 6106428400 MAIL ADDRESS: STREET 1: ONE BALA PLAZA STREET 2: SUITE 100 CITY: BALA CYNWYD STATE: PA ZIP: 19004 FORMER COMPANY: FORMER CONFORMED NAME: MAGUIRE HOLDING CORP DATE OF NAME CHANGE: 19930714 8-K 1 w54409ke8-k.txt FORM 8-K - PHILADELPHIA CONSOLIDATED HOLDINGS, INC SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) November 2, 2001 Philadelphia Consolidated Holding Corp. (Exact Name of Registrant as Specified in Charter) Pennsylvania 0-22280 23-2202671 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) One Bala Plaza, Suite 100, Bala Cynwyd, Pennsylvania 19004 (Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (610) 617-7900 (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. The Registrant is filing this Current Report on Form 8-K solely for the purpose of filing the Exhibit listed in Item 7(c) below. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. 99.1 Press Release dated November 2, 2001. - 2 - 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. Philadelphia Consolidated Holding Corp. (Registrant) Date: November 5, 2001 By: /s/ Craig P. Keller Craig P. Keller Senior Vice President, Secretary, Treasurer and Chief Financial Officer - 3 - EXHIBIT INDEX
Exhibit Description Method of Filing ------- ----------- ---------------- 99.1 Press Release, dated November 2, 2001 Filed Electronically Herewith
- 4 - EX-99.1 3 w54409kex99-1.txt PRESS RELEASE Exhibit 99.1 [Philadelphia Consolidated Holding Corp. Liberty Bell Graphic] Philadelphia Consolidated Holding Corp. One Bala Plaza Suite 100 Bala Cynwyd, Pennsylvania 19004 610.617.7900 Fax: 610.617.7940 PHILADELPHIA CONSOLIDATED HOLDING CORP. ANNOUNCES PROPOSED PUBLIC OFFERING NOVEMBER 2, 2001 PRESS RELEASE BALA CYNWYD, PA, November 2, 2001 -- Philadelphia Consolidated Holding Corp. (PHLY-NASDAQ) announced today that it has filed a registration statement with respect to a proposed public offering of an aggregate of 4,000,000 shares of its common stock, 3,000,000 of which are being offered by the Company and 1,000,000 of which are being offered by James J. Maguire, the company's Chief Executive Officer and Chairman of the Board of Directors. The Company intends to use its net proceeds from the offering to provide additional capital for its insurance subsidiaries and for general corporate purposes. The Company has granted the underwriters an option to purchase up to 600,000 additional shares to cover over-allotments. The offering is being joint lead-managed by Merrill Lynch & Co. (bookrunner) and Banc of America Securities LLC. A written preliminary prospectus relating to the offering may be obtained from the underwriters. A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of those securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. Forward-Looking Information This release contains forward-looking statements that are based on management's estimates, assumptions and projections. In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Company provides the following cautionary remarks regarding important factors which, among others, could cause the Company's actual results and experience to differ materially from the anticipated results or other expectations expressed in the Company's forward-looking statements. The risks and uncertainties that may affect the operations, performance, development, results of the Company's business, and the other matters referred to above include, but are not limited to: (i) changes in the business environment in which the Company operates, including inflation and interest rates; (ii) changes in taxes, governmental laws and regulations; (iii) competitive product and pricing activity; (iv) difficulties of managing growth profitably; (v) catastrophe losses; and (vi) the amount of time and extent of business interruptions and other losses resulting from the terrorist attacks of September 11, 2001 and any future terrorist attacks. Philadelphia Insurance Companies, rated "A+ (Superior)" by A.M. Best Company, markets and underwrites specialty property and casualty insurance products through 36 proprietary underwriting offices across the U.S. of A. *******