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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
Edward H. Owlett
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
864,700 shares
6 SHARED VOTING POWER
85,500 shares
7 SOLE DISPOSITIVE POWER
864,700 shares
8 SHARED DISPOSITIVE POWER
85,500 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
950,200 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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SCHEDULE 13G
CUSIP No. 708870209 Page 3 of 6 Pages
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:
Edward H. Owlett
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
One Charles Street, Wellsboro, PA 16901
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
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
CUSIP No. 708870209 Page 4 of 6 Pages
ITEM 4 OWNERSHIP:
(a) Amount Beneficially Owned:
950,200 shares (1)
(b) Percent of Class:
9.6%(1)
(c) Number of Shares as to which such person has:
(i) sole power to vote or direct the vote: 864,700
shares(1)
(ii) shared power to vote or direct the vote: 85,500
shares(1)
(iii) sole power to dispose or to direct the disposition
of: 864,700 shares(1)
(iv) shared power to dispose or to direct the disposition
of: 85,500 shares(1)
___________________
(1) Represents (i) 788,160 shares of the Company's Common
Stock, $5 par value per share, or 5.3% of the outstanding
shares of the Company's Common Stock, which are convertible
into 788,160 shares of the Company's Class A Common Stock,
and (ii) 162,040 shares of the Company's Class A Common
Stock. Of these shares, (i) 385,200 shares of Common Stock
and 9,500 shares of Class A Common Stock are held in
certain Owlett family trusts, and Mr. Owlett shares voting
and dispositive power with Citizens & Northern Bank with
respect to 47,500 of such shares of Common Stock and 9,500
of such shares of Class A Common Stock; and (ii) 20,660
shares of Common Stock and 7,840 shares of Class A Common
Stock are held by Mr. Owlett's wife, and Mr. Owlett
disclaims beneficial ownership of the shares held by his
wife. This total also includes 152,250 shares of Common
Stock and 30,450 shares of Class A Common Stock held in
certain trusts for which Mr. Owlett serves as trustee; Mr.
Owlett disclaims beneficial ownership of the shares held in
these trusts. 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, Mr.
Owlett is entitled to cast 5.1% of the total votes that
could be cast on a matter submitted to the Company's
shareholders for a vote.
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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 Mr. Owlett, except that the right to receive dividends
with respect to (i) the shares held by the Owlett family trusts
described above, (ii) the shares held by certain other trusts of
which Mr. Owlett serves as trustee described above and (iii)
shares held by Mr. Owlett's wife, are held by such respective
persons. Also, Mr. Owlett's wife has the power to direct the
receipt of dividends from, or the proceeds from the sale of, the
shares held by her. None of these trusts or Mr. Owlett's wife,
however, beneficially own more than 5% of the Company's Class A
Common Stock or Common Stock.
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.
Date: February 11, 1998 /s/ Edward H. Owlett
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Edward H. Owlett
