<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 14, 1998.
REGISTRATION NO.333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
PMA CAPITAL CORPORATION
-----------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
Pennsylvania 23-2217932
----------------------------- ------------------------
<S> <C>
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1735 Market Street, Suite 2800
Philadelphia, Pennsylvania 19103-7590
------------------------------ -------------------------
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
____________________
PMA Capital Corporation 401(k) Plan
-----------------------------------
(Full title of the plan)
____________________
John W. Smithson, President and Chief Executive Officer
PMA Capital Corporation
1735 Market Street, Suite 2800
Philadelphia, Pennsylvania 19103-7590
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(Name and address of agent for service)
(215) 665-5046
-------------------------------------
(Telephone number, including area code,
of agent for service)
____________________
Copy to:
John W. Kauffman, Esquire
Duane, Morris & Heckscher LLP
One Liberty Place
Philadelphia, Pennsylvania 19103-7396
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered(1) price per share(2) offering price(2) registration fee
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common 1,000,000 shares $18.91 $18,910,000 $5,580
Stock, par value
$5.00 per share
=====================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement (the "Registration Statement") also covers an
indeterminate amount of interests to be offered or sold pursuant to the PMA
Capital Corporation 401(k) Plan (the "Plan").
(2) Pursuant to paragraph (h) of Rule 457, the proposed maximum offering price
per share and the proposed maximum aggregate offering price have been
computed on the basis of $18.91 per share, the average of the high and low
sales prices of the Class A Common Stock of the Company on the Nasdaq
National Market on December 11, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following material is incorporated herein by reference:
(a) The Form 10-K Annual Report for the year ended December 31, 1997, as
filed by the Company with the Securities and Exchange Commission on March 23,
1998.
(b) The Company's Form 10-Q Quarterly Report for the period ended March
31, 1998 as filed by the Company with the Securities and Exchange Commission on
May 15, 1998.
(c) The Company's Form 10-Q Quarterly Report for the period ended June 30,
1998 as filed by the Company with the Securities and Exchange Commission on
August 13, 1998.
(d) The Company's Form 10-Q Quarterly Report for the period ended
September 30, 1998 as filed by the Company with the Securities and Exchange
Commission on November 13, 1998.
(e) The Company's Form 8-K Current Report dated December 7, 1998, as filed
by the Company with the Securities and Exchange Commission on December 7, 1998.
(f) The description of the Company's Class A Common Stock set forth under
Item 11 of the Company's Form 10 Registration Statement (No. 0-22761) filed with
the Securities and Exchange Commission under cover of Form 10/A on January 6,
1998.
All reports or other documents filed pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of this Registration Statement, in each case filed
by the Company prior to the filing of a post-effective amendment that indicates
that all securities offered have been sold or that deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
reports and documents. Any statement contained in a document incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for the purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document, which
also is or is deemed to be incorporated herein by reference, modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
No answer to this item is required because the class of securities to be
offered is registered under Section 12 of the Exchange Act.
II-2
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements and schedules of the Company as of
December 31, 1997 and for each of the years in the three-year period ended
December 31, 1997 have been incorporated by reference herein and in this
Registration Statement in reliance upon the reports of PricewaterhouseCoopers
LLP, independent accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
The validity of the issuance of the shares of Class A Common Stock
registered hereby will be passed upon for the Company by Duane, Morris &
Heckscher LLP, Philadelphia, Pennsylvania. A. John May, a director of the
Company, is a member of Duane, Morris & Heckscher LLP. Mr. May beneficially
owns an aggregate of 257,200 shares of the Company's Common Stock, par value
$5.00 per share, and 66,200 shares of the Company's Class A Common Stock.
Members of Duane, Morris & Heckscher LLP, including Mr. May, hold an aggregate
of 259,700 shares of Common Stock and 70,800 shares of Class A Common Stock of
the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the provisions for indemnification of directors and
officers in the Pennsylvania Business Corporation Law (the "BCL"), which applies
to the Company, the Company's Bylaws provide for indemnification of directors
and officers for all expenses, liabilities and losses (including without
limitation attorney's fees, judgments, fines, taxes, penalties and amounts paid
in settlement) reasonably incurred or suffered by such person in any threatened,
pending or completed action, suit or proceeding (including without limitation an
action, suit or proceeding by or in the right of the Company), whether civil,
criminal, administrative or investigative, or through arbitration, unless the
act or failure to act giving rise to the claim for indemnification is determined
by a court to have constituted willful misconduct or recklessness. The right to
indemnification provided in the Company's Bylaws includes the right to have the
expenses incurred by such person in defending any proceeding paid by the Company
in advance of the final disposition of the proceeding to the fullest extent
permitted by Pennsylvania law; provided that, if Pennsylvania law continues so
to require, the payment of such expenses incurred by such person in advance of
the final disposition of a proceeding may be made only upon delivery to the
Company of an undertaking, by or on behalf of such person, to repay all amounts
so advanced without interest if it is ultimately determined that such person is
not entitled to be indemnified under the Company's Bylaws or otherwise.
Indemnification under such provisions continues as to a person who has ceased to
be a director or officer of the Company and inures to the benefit of his or her
heirs, executors and administrators. The Bylaws for the Company also avail
directors of the Pennsylvania law limiting directors' liability for monetary
damages for any action taken or any failure to take any action except for those
cases in which they have breached or failed to perform their fiduciary duties
under the BCL and such breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness; provided, however, that this limitation of
liability for monetary damages does not apply to the responsibilities or
liabilities of a director pursuant to any criminal statute, or to the
liabilities of a director for payment of taxes pursuant to local, Pennsylvania
or federal law.
II-3
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No answer to this item is required because no restricted securities are to
be reoffered or resold pursuant to this Registration Statement.
ITEM 8. EXHIBITS.
The registrant hereby undertakes that the registrant will submit or has
submitted the Plan and any amendment thereto to the Internal Revenue Service
(the "IRS") in a timely manner and has made or will make all changes required by
the IRS in order to qualify the Plan.
5 Opinion of Duane, Morris & Heckscher LLP.
23.1 Consent of Duane, Morris & Heckscher LLP (included in their opinion
filed as Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (see pages II-6 and II-7 of this Registration
Statement).
_________________
ITEM 9. UNDERTAKINGS.
The registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Act");
(ii) To reflect in any prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which is registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
Registration Statement;
II-4
<PAGE>
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this Item 9
do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offer thereof; and
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby further undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby further undertakes that, insofar as
indemnification for liabilities arising under the Act may be permitted to
directors, officers and controlling persons of the registrant, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Philadelphia, Pennsylvania on December 14, 1998.
PMA CAPITAL CORPORATION
By: /s/ John W. Smithson
------------------------------
John W. Smithson, President and
Chief Executive Officer
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John W. Smithson and Francis W. McDonnell, and
each or either of them, as such person's true and lawful attorneys-in-fact and
agents, with full power of substitution, for such person, and in such person's
name, place and stead, in any and all capacities to sign any or all amendments
or post-effective amendments to this Registration Statement, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Frederick W. Anton III Chairman of the Board and December 14, 1998
- ---------------------------
Frederick W. Anton III a Director
/s/ John W. Smithson President, Chief Executive December 14, 1998
- ---------------------------
John W. Smithson Officer and a Director (prin
cipal executive officer)
/s/ Francis W. McDonnell Senior Vice President, Chief December 14, 1998
- ---------------------------
Francis W. McDonnell Financial Officer and Trea-
surer (principal financial and
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
accounting officer)
- --------------------------- Director December , 1998
Paul I. Detwiler, Jr.
/s/ Joseph H. Foster
- --------------------------- Director December 14, 1998
Joseph H. Foster
/s/ Anne S. Genter
- --------------------------- Director December 14, 1998
Anne S. Genter
- --------------------------- Director December , 1998
James F. Malone III
/s/ A. John May
- --------------------------- Director December 14, 1998
A. John May
- --------------------------- Director December , 1998
Louis N. McCarter III
/s/ John W. Miller, Jr., M.D.
- --------------------------- Director December 14, 1998
John W. Miller, Jr., M.D.
/s/ Edward H. Owlett
- --------------------------- Director December 14, 1998
Edward H. Owlett
- --------------------------- Director December , 1998
Louis I. Pollock
/s/ Roderic H. Ross
- --------------------------- Director December 14, 1998
Roderic H. Ross
/s/ L.J. Rowell, Jr.
- --------------------------- Director December 14, 1998
L.J. Rowell, Jr.
</TABLE>
II-7
<PAGE>
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
administrator of the Plan has duly caused this Registration Statement to be
signed on its behalf by the under signed, thereunto duly authorized, in
Philadelphia, Pennsylvania on December 14, 1998.
PMA CAPITAL CORPORATION
Administrator of the PMA Capital
Corporation 401(k) Plan
By: /s/ Francis W. McDonnell
------------------------------------
Francis W. McDonnell,
Senior Vice President, Chief
Financial Officer and Treasurer
II-8
<PAGE>
EXHIBIT INDEX
(PURSUANT TO ITEM 601 OF REGULATION S-K)
EXHIBIT NO. EXHIBIT DESCRIPTION
- ----------- -------------------
5 Opinion of Duane, Morris & Heckscher LLP.
23.1 Consent of Duane, Morris & Heckscher LLP (included in their
opinion filed as Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (see page II-6 and II-7 of this
Registration Statement).
<PAGE>
EXHIBIT 5
December 14, 1998
The Board of Directors of
PMA Capital Corporation
1735 Market Street, Suite 2800
Philadelphia, Pennsylvania 19103-7590
Gentlemen:
We have acted as counsel to PMA Capital Corporation (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a registration
statement on Form S-8 (the "Registration Statement") relating to the offer and
sale by the Company of up to an aggregate of 1,000,000 shares (the "Shares") of
Class A Common Stock, $5.00 par value, of the Company, pursuant to the Company's
401(k) Plan (the "Plan").
As counsel to the Company, we have supervised all corporate proceedings in
connection with the preparation and filing of the Registration Statement. We
have also examined the Company's Articles of Incorporation and Bylaws, as
amended to date, the corporate minutes and other proceedings and the records
relating to the authorization, sale and issuance of the Shares, and such other
documents and matters of law as we have deemed necessary or appropriate in order
to render this opinion.
Based upon the foregoing, it is our opinion that each of the Shares, when
issued in accordance with the terms and conditions of the Plan, will be duly
authorized, legally and validly issued and outstanding, fully paid and
nonassessable.
We hereby consent to the use of this opinion in the Registration Statement
and the reference to us under "Item 5 - Interests of Named Experts and Counsel"
in the Registration Statement.
Sincerely,
/s/ DUANE, MORRIS & HECKSCHER LLP
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
December 10, 1998
We consent to the incorporation by reference in this Registration Statement of
PMA Capital Corporation on Form S-8 of our reports dated February 6, 1998, on
our audits of the consolidated financial statements and financial statement
schedules of PMA Capital Corporation (formerly, Pennsylvania Manufacturers
Corporation) and subsidiaries as of December 31, 1997 and 1996, and for the
years ended December 31, 1997, 1996 and 1995, incorporated by reference in the
Form 10-K Annual Report of PMA Capital Corporation filed with the Securities and
Exchange Commission on March 23, 1998. We also consent to the reference to us
under "Item 5 - Interests of Named Experts and Counsel" in such Registration
Statement.
/s/ PRICEWATERHOUSECOOPERS LLP
One South Market Street
Harrisburg, Pennsylvania
