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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _______)*
Pennsylvania Manufacturers Corporation
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(Name of Issuer)
Class A Common Stock, $5 par value per share
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(Title of Class of Securities)
708870209
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(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
disclosures provided in a prior cover page.
The information required on 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).
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CUSIP No. 708870209 13G Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Smithson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of the United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
517,518 shares
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
517,518 shares
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
517,518 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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SCHEDULE 13G
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CUSIP No. 708870209 Page 3 of 6 Pages
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ITEM 1(A) NAME OF ISSUER:
Pennsylvania Manufacturers Corporation
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The PMA Building, 380 Sentry Parkway, Blue Bell,
Pennsylvania 19422-2328
ITEM 2(A) NAME OF PERSON FILING:
John W. Smithson
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
The PMA Building, 380 Sentry Parkway, Blue Bell,
Pennsylvania 19422-2328
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:
708870209
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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.
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SCHEDULE 13G
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CUSIP No. 708870209 Page 4 of 6 Pages
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ITEM 4 OWNERSHIP:
(a) Amount Beneficially Owned:
517,518 shares (1)
(b) Percent of Class:
6.3%(1)
(c) Number of Shares as to which such person has:
(i) sole power to vote or direct the vote: 517,518
shares(1)
(ii) shared power to vote or direct the vote: 0
(iii) sole power to dispose or to direct the disposition
of: 517,518 shares(1)
(iv) shared power to dispose or to direct the disposition
of: 0
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(1) Represents (i) 195,000 shares of the Company's Common Stock,
$5 par value per share, or 1.3% of the outstanding shares of
the Company's Common Stock, which are convertible into
195,000 shares of the Company's Class A Common Stock, (ii)
86,395 shares of the Company's Class A Common Stock and
(iii) options to purchase 322,518 shares of Class A Common
Stock that are currently exercisable or will become
exercisable within the next 60 days. 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 14,850,789 shares of Common
Stock and 9,117,735 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 and no exercises of currently exercisable stock
options, Mr. Smithson is entitled to cast 1.3% of the total
votes that could be cast on a matter submitted to the
Company's shareholders for a vote.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
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SCHEDULE 13G
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CUSIP No. 708870209 Page 5 of 6 Pages
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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. Smithson.
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 GROUP:
Not applicable.
ITEM 10 CERTIFICATION:
Not applicable.
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SCHEDULE 13G
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CUSIP No. 708870209 Page 6 of 6 Pages
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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 11, 1998 /s/ John W. Smithson
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John W. Smithson
