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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
PMA Foundation 23-6296953
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
5,473,450 shares
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
5,473,450 shares
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,473,450 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
40.0%
12 TYPE OF REPORTING PERSON*
00
*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:
PMA Foundation
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:
Pennsylvania
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:
5,473,540 shares (1)
(b) Percent of Class:
40.0%(1)
(c) Number of Shares as to which such person has:
(i) sole power to vote or direct the vote: 5,473,450
shares(1)
(ii) shared power to vote or direct the vote: 0
(iii) sole power to dispose or to direct the disposition
of: 5,473,450 shares(1)
(iv) shared power to dispose or to direct the disposition
of: 0
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(1) Represents (i) 4,561,225 shares of the Company's Common
Stock, $5 par value per share, or 30.7% of the outstanding
shares of the Company's Common Stock, which are convertible
into 4,561,225 shares of the Company's Class A Common
Stock, and (ii) 912,225 shares of the Company's Class A
Common Stock. 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, PMA
Foundation is entitled to cast 29.5% of the total votes
that could be cast on a matter submitted to the Company's
shareholders for a vote. These shares do not include shares
of the Company's Common Stock and Class A Common Stock held
by Pennsylvania Manufacturers' Association, Northeast
Branch ("NE Branch"). Certain trustees of PMA Foundation
also serve as directors and/or officers of the NE Branch.
As of December 31, 1997, the NE Branch owned 70,500
shares of Common Stock and 14,100 shares of Class A Common
Stock of the Company.
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SCHEDULE 13G
CUSIP No. 708870209 Page 5 of 6 Pages
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
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 PMA Foundation.
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
CUSIP No. 708870209 Page 6 of 6 Pages
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.
PMA FOUNDATION
Date: February 11, 1998 By: /s/ Frederick W. Anton III
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Title: President
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