-----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, IP6/+tZOk9VYUEUZC6ACEF0HiQoEv3U348Ga1TV+76Fww7j13oVFci/va2NfenFj 18gOG94NfZrwWXuSFH3sNg== 0001209191-08-063976.txt : 20081203 0001209191-08-063976.hdr.sgml : 20081203 20081203184803 ACCESSION NUMBER: 0001209191-08-063976 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081201 FILED AS OF DATE: 20081203 DATE AS OF CHANGE: 20081203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SWEENEY SEAN S CENTRAL INDEX KEY: 0001188227 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22280 FILM NUMBER: 081228480 MAIL ADDRESS: STREET 1: C/O PHILADELPHIA INS COMPANIES STREET 2: ONE BALA PLAZA STE 100 CITY: BALA CYNWYD STATE: PA ZIP: 19004 ISSUER: 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 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 4/A 1 doc4a.xml FORM 4/A SUBMISSION X0303 4/A 2008-12-01 2008-12-01 1 0000909109 PHILADELPHIA CONSOLIDATED HOLDING CORP PHLY 0001188227 SWEENEY SEAN S SUITE 100 ONE BALA PLAZA BALA CYNWYD PA 19004 1 1 0 0 EVP Common Stock, no par value 2008-12-01 4 D 0 284227 61.50 D 0 D Options to Purchase Common Stock (right to buy) 12.8267 2008-12-01 4 D 0 50000 D 2007-01-22 2012-01-22 Common Stock 50000 255000 D Options to Purchase Common Stock (right to buy) 13.4033 2008-12-01 4 D 0 30000 D 2007-06-04 2012-06-04 Common Stock 30000 225000 D Options to Purchase Common Stock (right to buy) 12.7933 2008-12-01 4 D 0 45000 D 2008-08-06 2013-08-06 Common Stock 45000 180000 D Options to Purchase Common Stock (right to buy) 17.74 2008-12-01 4 D 0 90000 D 2009-02-11 2014-02-11 Common Stock 90000 90000 D Options to Purchase Common Stock (right to buy) 22.6167 2008-12-01 4 D 0 90000 D 2010-02-10 2015-02-10 Common Stock 90000 0 D Stock Appreciation Right 32.9967 2008-12-01 4 D 0 60000 D 2011-02-07 2016-02-07 Common Stock 60000 65459 D Stock Appreciation Right 47.52 2008-12-01 4 D 0 26319 D 2012-02-21 2017-02-21 Common Stock 26319 39140 D Stock Appreciation Right 34.18 2008-12-01 4 D 0 27560 D 2013-02-27 2018-02-27 Common Stock 27560 11580 D Stock Appreciation Right 37.12 2008-12-01 4 D 0 11580 D 2013-04-29 2018-04-29 Common Stock 11580 0 D Disposed of pursuant to an Agreement and Plan of Merger dated as of July 22, 2008 by and among the Issuer, Tokio Marine Holdings, Inc., and Tokio Marine Investment (Pennsylvania) Inc. (the "Merger Agreement") which provided that, at the effective time of the merger, each share of common stock would be converted into the right to receive $61.50 in cash. Includes 13,218 of restricted shares and performance shares for which, pursuant to the Merger Agreement, all vesting or holding conditions were waived. Also includes 35,112 shares issued under an employee or director stock purchase plan for which, pursuant to the Merger Agreement, all vesting or holding conditions were waived. Effective at the time of the closing of the transactions contemplated by the Merger Agreement, each option, whether or not fully vested, ceased to represent a right to acquire shares of common stock of the Issuer and was converted into the right to receive a cash payment representing the difference between the exercise price of the option and $61.50, multiplied by the number of shares subject to the option. Effective at the time of the closing of the transactions contemplated by the Merger Agreement, each stock appreciation right, whether or not fully vested, ceased to represent a right to acquire shares of common stock of the Issuer and was converted into the right to receive a cash payment representing the difference between the reference price and $61.50, multiplied by the number of shares subject to the stock appreciation right. The exit box was inadvertently not checked on the original filing and is now checked. Craig P. Keller, Attorney-In-Fact 2008-12-03 -----END PRIVACY-ENHANCED MESSAGE-----