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): October 23, 2008

Philadelphia Consolidated Holding Corp.
__________________________________________
(Exact name of registrant as specified in its charter)

Pennsylvania	0-22280	23-2202671
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. 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

Not Applicable
______________________________________________
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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

As previously announced on July 23, 2008, Philadelphia Consolidated Holding Corp. (the "Company") and Tokio Marine Holdings, Inc. ("Tokio Marine") entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which a wholly owned subsidiary of Tokio Marine would (subject to the satisfaction of various closing conditions) merge with and into the Company and Tokio Marine would acquire all outstanding shares of the Company for $61.50 per share in cash. On October 23, 2008, the Company issued a press release announcing that at its Special Meeting of Shareholders on October 23, 2008, shareholders approved a proposal to adopt the Merger Agreement. Over 77% of the outstanding shares of Company common stock voted on the proposal to adopt the Merger Agreement at the Special Meeting, and over 99% of these votes were in favor of the proposal. A copy of that press release is attached as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed with this Current Report on Form 8-K:

Exhibit No. Description
99.1 Press Release dated October 23, 2008.

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.
October 23, 2008	By:	Craig P. Keller
		Name: Craig P. Keller
		Title: Executive Vice President, Secretary, Treasurer and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated October 23, 2008

EX-99.1

Philadelphia Consolidated Holding Corp. Shareholders Approve Merger with Tokio Marine

BALA CYNWYD, PA, October 23, 2008 — The shareholders of Philadelphia Consolidated Holding Corp. (NASDAQ: PHLY) approved a proposal at today’s Special Meeting of Shareholders to adopt the Agreement and Plan of Merger dated as of July 22, 2008 among the Company, Tokio Marine Holdings, Inc. (“Tokio Marine”) and Tokio Marine Investment (Pennsylvania) Inc. (the “Merger Agreement”). Over 77% of the outstanding shares of Company common stock voted on the proposal to adopt the Merger Agreement at the Special Meeting, and over 99% of these votes were in favor of the proposal. Under the terms of the Merger Agreement, Tokio Marine Investment (Pennsylvania) Inc. will (subject to the satisfaction of various contingencies) merge with and into the Company and Tokio Marine will acquire all outstanding shares of the Company for $61.50 per share, in cash.

The proposed transaction remains subject to the receipt of the approval of Tokio Marine’s acquisition of control of the Company from the Florida Office of Insurance Regulation and regulatory approval of the proposed merger transaction by the Financial Services Agency of Japan. It is anticipated that the transaction will close during the fourth quarter of 2008.

In operation since 1962, PHLY designs, markets, and underwrites commercial property/casualty and professional liability insurance products incorporating value added coverages and services for select industries. The Company, whose commercial lines insurance subsidiaries are rated A+ (Superior) by A.M. Best Company and A1 for insurance financial strength by Moody’s Investors Services, is nationally recognized as a member of Ward’s Top 50, Forbes’ Platinum 400 list of America’s Best Big Companies and Forbes’ 100 Best Mid-Cap Stocks in America. The organization has 47 offices strategically located across the United States to provide superior service.

To locate your nearest office or for more information, visit us on the web at www.phly.com or contact Joseph J. Barnholt at (610) 617-7626.