As Filed with the Securities and Exchange Commission on April 27, 1999.
Registration No. 333-
================================================================================
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)
Pennsylvania 23-2217932
------------ ----------
(State of Incorporation) (I.R.S. Empoyer
Identification No.)
1735 Market Street, Suite 2800
Philadelphia, Pennsylvania 19103-7590
-------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
PMA Capital Corporation 1999 Equity Incentive Plan
-----------------------------------------------------
(Full title of the plan)
Charles A. Brawley, III, Esquire
PMA Capital Corporation
1735 Market Street, Suite 2800
Philadelphia, Pennsylvania 19103-7590
---------------------------------------------
(Name and address of agent for service)
(215) 665-5046
----------------
(Telephone number, including area code,
of agent for service)
<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 850,000 shares $20.125 $17,106,250 $4,756
Stock, par value
$5.00 per
share
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, this Registration Statement also registers such additional
shares as may be required to be issued in the Plan listed above in the
event of a stock dividend, reverse stock split, stock split,
reclassification and other siginificant events.
(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 $20.125 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 April 23, 1999.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. Incorporation Of Documents By Reference.
The following documents have been filed by PMA Capital Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") in
accordance with the provisions of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (File No. 000-22761), and are incorporated herein
by reference:
(a) The Company's Annual Report on Form 10-K for the year ended December 31,
1998; and
(b) The description of the Company's Class A Common Stock set forth under Item
11 of the Company's Registration Statement on Form 10/A, Amendment no. 3,
as filed with the Commission on January 6, 1998, including all amendments
and reports for the purpose of updating such description.
All reports or other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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.
Such incorporation by reference will not be deemed to specifically incorporate
by reference the information referred to in Item 402(a)(8) of Regulation S-K.
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.
ITEM 5. Interests of Named Experts and Counsel.
The validity of the securities has been passed upon by Charles A. Brawley, III,
Esq., Vice President--Corporate Counsel for the Company. Mr. Brawley
beneficially owns options to purchase Class A Common Stock granted under the PMA
Capital Corporation 1999 Equity Incentive Plan.
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
<PAGE>
(including without limitation attorney's fees, judgments, fines, taxes,
penalties and amounts paid in settlement) actually and 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.
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.
Documents filed as exhibits hereto are listed in the Exhibit Index appearing on
page E-1.
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
<PAGE>
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; and
(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)(i) and (a)(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 this 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.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described under Item 6 above, or otherwise, 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.
<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, and in the capacities indicated, by the
undersigned, thereunto duly authorized, in the City of Philadelphia,
Commonwealth of Pennsylvania on April 27, 1999.
PMA CAPITAL CORPORATION
By: /s/ Francis W. McDonnell
-------------------------
Francis W. McDonnell
Senior Vice President,
Chief Financial Officer and
Treasurer (principal financial and
accounting officer)
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities
indicated on April 27, 1999.
Signature Title
- ------------ -----------
* John W. Smithson President and Chief
Executive Officer and
a Director (Principal Executive
Officer)
* Frederick W. Anton III Chairman of the Board and
a Director
* Paul I. Detwiler, Jr. Director
* Joseph H. Foster Director
* Anne S. Genter Director
* James F. Malone III Director
* A. John May Director
* Louis N. McCarter III Director
* John W. Miller, Jr. Director
* Edward H. Owlett Director
* Louis I. Pollock Director
* Roderic H. Ross Director
* L. J. Rowell, Jr. Director
* By: /s/ Charles A. Brawley, III
-----------------------------
Charles A. Brawley, III
Attorney-in-Fact
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
<S> <C> <C>
EXHIBIT NO. EXHIBIT DESCRIPTION Method of Filing
- ----------- ------------------- ----------------
5 Opinion of Counsel as to legality of securities Filed herewith
23.1 Consent of Counsel Included in Exhibit 5
filed herewith
23.2 Consent of PricewaterhouseCoopers LLP. Filed herewith
24.1 Power of Attorney Filed herewith
24.2 Certified Resolutions Filed herewith
</TABLE>
Exhibit 5
(PMA Capital logo)
Charles A. Brawley, III
Vice President - Corporate Counsel
Tel: 215.665.5039 Fax: 215.665.5061
Internet: [email protected]
April 27, 1999
The Board of Directors of
PMA Capital Corporation
1735 Market Street, Suite 2800
Philadelphia, Pennsylvania 19103-7590
Re: PMA Capital Corporation 1999 Equity Incentive Plan
Sirs:
This opinion is being delivered in connection with the filing of a Registration
Statement on Form S-8 (the "Registration Statement") by PMA Capital Corporation
(the "Corporation") on or about April 27, 1999 with the Securities and Exchange
Commission (the "Commission") pursuant to the requirements of the Securities Act
of 1933, as amended. Pursuant to the Registration Statement, PMA is registering
the offer and sale of 850,000 shares of its Class A Common Stock, par value
$5.00 per share (the "Shares"), for issuance under the terms and conditions of
the above-referenced plan ("Plan").
I have acted as counsel for the Company in connection with the filing of the
Registration Statement. In so acting, I have made such investigation, including
the examination of originals or copies, certified or otherwise identified to my
satisfaction, of such corporate documents and instruments as I have deemed
relevant and necessary as a basis for the opinion hereinafter set forth. In
connection therewith, I have assumed the genuineness of all signatures and the
authenticity of all documents submitted to me as originals and the conformity to
original documents of all documents submitted to me as certified or photostatic
copies. As to questions of fact material to such opinion, I have relied upon
representations of officers or representatives of the Company.
Based upon the foregoing, I am of the opinion that the Shares, when duly issued
and delivered in accordance with the terms of the Plan, will be legally issued,
fully paid and non-assessable.
This opinion is limited to the Business Corporation Law of the Commonwealth of
Pennsylvania and the federal securities laws of the United States of America.
I hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement, and I further consent to the appearance of my name in the
Registration Statement under the caption "Interests of Named Experts and
Counsel."
Very truly yours,
/s/ Charles A. Brawley, III
Charles A. Brawley, III
Vice President - Corporate Counsel
Mellon Bank Center, Suite 2800
1735 Market Street
Philadelphia PA 19103-7590
Exhibit 23.2
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 5, 1999 relating to the
consolidated financial statements, which appears in the 1998 Annual Report to
Shareholders of PMA Capital Corporation, which is incorporated by reference in
PMA Capital Corporation's Annual Report on Form 10-K for the year ended December
31, 1998. We also consent to the incorporation by reference of our report dated
February 5, 1999 relating to the financial statement schedules, which appears in
such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
New York, NY
April 26, 1999
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director and
officer of PMA Capital Corporation, a Pennsylvania corporation ("PMA"), hereby
makes, designates, constitutes and appoints Francis W. McDonnell and Charles A.
Brawley, III, and each of them (with full power to act without the other), as
the undersigned's true and lawful attorneys-in-fact and agents, with full power
and authority to act in any and all capacities for and in the name, place and
stead of the undersigned
(A) in connection with the filing with the Securities and Exchange Commission
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934,
both as amended, of:
(i) PMA's Annual Report on Form 10-K for the year ended December 31,
1998 and all amendments thereto;
(ii) any and all registration statements pertaining to employee benefit
plans of PMA or its subsidiaries, and all amendments thereto,
including, without limitation, a registration statement on Form S-8 for
the offering of shares of PMA Class A Common Stock under PMA's 1999
Equity Incentive Plan and amendments to PMA's registration statements
on Form S-8 (Registration Numbers 333-68855 and 333-45949); and
(B) in connection with the preparation, delivery and filing of any and all
registrations, amendments, qualifications or notifications under the applicable
securities laws of any and all states and other jurisdictions with respect to
securities of PMA, of whatever class or series, offered, sold, issued,
distributed, placed or resold by PMA, any of its subsidiaries, or any other
person or entity.
Such attorneys-in-fact and agents, or any of them, are also hereby granted full
power and authority, on behalf of and in the name, place and stead of the
undersigned, to execute and deliver all such registration statements, reports,
registrations, amendments, qualifications and notifications to execute and
deliver any and all such other documents, and to take further action as they, or
any of them, deem appropriate. The powers and authorities granted herein to such
attorneys-in-fact and agents, and each of them, also include the full right,
power and authority to effect necessary or appropriate substitutions or
revocations. The undersigned hereby ratifies, confirms, and adopts, as his own
act and deed, all action lawfully taken by such attorneys-in-fact and agents, or
any of them, or by their respective substitutes, pursuant to the powers and
authorities herein granted. This Power of Attorney expires by its terms and
shall be of no further force and effect on May 15, 2000.
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 16th day of March 1999.
/s/ John W. Smithson
-----------------------------
John W. Smithson
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, the Chairman of
the Board of PMA Capital Corporation, a Pennsylvania corporation ("PMA"), hereby
makes, designates, constitutes and appoints Francis W. McDonnell and Charles A.
Brawley, III, and each of them (with full power to act without the other), as
the undersigned's true and lawful attorneys-in-fact and agents, with full power
and authority to act in any and all capacities for and in the name, place and
stead of the undersigned
(A) in connection with the filing with the Securities and Exchange Commission
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934,
both as amended, of:
(i) PMA's Annual Report on Form 10-K for the year ended December 31,
1998 and all amendments thereto;
(ii) any and all registration statements pertaining to employee benefit
plans of PMA or its subsidiaries, and all amendments thereto,
including, without limitation, a registration statement on Form S-8 for
the offering of shares of PMA Class A Common Stock under PMA's 1999
Equity Incentive Plan and amendments to PMA's registration statements
on Form S-8 (Registration Numbers 333-68855 and 333-45949); and
(B) in connection with the preparation, delivery and filing of any and all
registrations, amendments, qualifications or notifications under the applicable
securities laws of any and all states and other jurisdictions with respect to
securities of PMA, of whatever class or series, offered, sold, issued,
distributed, placed or resold by PMA, any of its subsidiaries, or any other
person or entity.
Such attorneys-in-fact and agents, or any of them, are also hereby granted full
power and authority, on behalf of and in the name, place and stead of the
undersigned, to execute and deliver all such registration statements, reports,
registrations, amendments, qualifications and notifications to execute and
deliver any and all such other documents, and to take further action as they, or
any of them, deem appropriate. The powers and authorities granted herein to such
attorneys-in-fact and agents, and each of them, also include the full right,
power and authority to effect necessary or appropriate substitutions or
revocations. The undersigned hereby ratifies, confirms, and adopts, as his own
act and deed, all action lawfully taken by such attorneys-in-fact and agents, or
any of them, or by their respective substitutes, pursuant to the powers and
authorities herein granted. This Power of Attorney expires by its terms and
shall be of no further force and effect on May 15, 2000.
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 17th day of March 1999.
/s/ Frederick W. Anton III
-----------------------------
Frederick W. Anton III
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of
PMA Capital Corporation, a Pennsylvania corporation ("PMA"), hereby makes,
designates, constitutes and appoints Francis W. McDonnell and Charles A.
Brawley, III, and each of them (with full power to act without the other), as
the undersigned's true and lawful attorneys-in-fact and agents, with full power
and authority to act in any and all capacities for and in the name, place and
stead of the undersigned
(A) in connection with the filing with the Securities and Exchange Commission
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934,
both as amended, of:
(i) PMA's Annual Report on Form 10-K for the year ended December 31,
1998 and all amendments thereto;
(ii) any and all registration statements pertaining to employee benefit
plans of PMA or its subsidiaries, and all amendments thereto,
including, without limitation, a registration statement on Form S-8 for
the offering of shares of PMA Class A Common Stock under PMA's 1999
Equity Incentive Plan and amendments to PMA's registration statements
on Form S-8 (Registration Numbers 333-68855 and 333-45949); and
(B) in connection with the preparation, delivery and filing of any and all
registrations, amendments, qualifications or notifications under the applicable
securities laws of any and all states and other jurisdictions with respect to
securities of PMA, of whatever class or series, offered, sold, issued,
distributed, placed or resold by PMA, any of its subsidiaries, or any other
person or entity.
Such attorneys-in-fact and agents, or any of them, are also hereby granted full
power and authority, on behalf of and in the name, place and stead of the
undersigned, to execute and deliver all such registration statements, reports,
registrations, amendments, qualifications and notifications to execute and
deliver any and all such other documents, and to take further action as they, or
any of them, deem appropriate. The powers and authorities granted herein to such
attorneys-in-fact and agents, and each of them, also include the full right,
power and authority to effect necessary or appropriate substitutions or
revocations. The undersigned hereby ratifies, confirms, and adopts, as his own
act and deed, all action lawfully taken by such attorneys-in-fact and agents, or
any of them, or by their respective substitutes, pursuant to the powers and
authorities herein granted. This Power of Attorney expires by its terms and
shall be of no further force and effect on May 15, 2000.
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 17th day of March 1999.
/s/ Paul I. Detwiler, Jr.
-----------------------------
Paul I. Detwiler, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of
PMA Capital Corporation, a Pennsylvania corporation ("PMA"), hereby makes,
designates, constitutes and appoints Francis W. McDonnell and Charles A.
Brawley, III, and each of them (with full power to act without the other), as
the undersigned's true and lawful attorneys-in-fact and agents, with full power
and authority to act in any and all capacities for and in the name, place and
stead of the undersigned
(A) in connection with the filing with the Securities and Exchange Commission
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934,
both as amended, of:
(i) PMA's Annual Report on Form 10-K for the year ended December 31,
1998 and all amendments thereto;
(ii) any and all registration statements pertaining to employee benefit
plans of PMA or its subsidiaries, and all amendments thereto,
including, without limitation, a registration statement on Form S-8 for
the offering of shares of PMA Class A Common Stock under PMA's 1999
Equity Incentive Plan and amendments to PMA's registration statements
on Form S-8 (Registration Numbers 333-68855 and 333-45949); and
(B) in connection with the preparation, delivery and filing of any and all
registrations, amendments, qualifications or notifications under the applicable
securities laws of any and all states and other jurisdictions with respect to
securities of PMA, of whatever class or series, offered, sold, issued,
distributed, placed or resold by PMA, any of its subsidiaries, or any other
person or entity.
Such attorneys-in-fact and agents, or any of them, are also hereby granted full
power and authority, on behalf of and in the name, place and stead of the
undersigned, to execute and deliver all such registration statements, reports,
registrations, amendments, qualifications and notifications to execute and
deliver any and all such other documents, and to take further action as they, or
any of them, deem appropriate. The powers and authorities granted herein to such
attorneys-in-fact and agents, and each of them, also include the full right,
power and authority to effect necessary or appropriate substitutions or
revocations. The undersigned hereby ratifies, confirms, and adopts, as his own
act and deed, all action lawfully taken by such attorneys-in-fact and agents, or
any of them, or by their respective substitutes, pursuant to the powers and
authorities herein granted. This Power of Attorney expires by its terms and
shall be of no further force and effect on May 15, 2000.
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 17th day of March 1999.
/s/ Joseph H. Foster
-----------------------------
Joseph H. Foster
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of
PMA Capital Corporation, a Pennsylvania corporation ("PMA"), hereby makes,
designates, constitutes and appoints Francis W. McDonnell and Charles A.
Brawley, III, and each of them (with full power to act without the other), as
the undersigned's true and lawful attorneys-in-fact and agents, with full power
and authority to act in any and all capacities for and in the name, place and
stead of the undersigned
(A) in connection with the filing with the Securities and Exchange Commission
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934,
both as amended, of:
(i) PMA's Annual Report on Form 10-K for the year ended December 31,
1998 and all amendments thereto;
(ii) any and all registration statements pertaining to employee benefit
plans of PMA or its subsidiaries, and all amendments thereto,
including, without limitation, a registration statement on Form S-8 for
the offering of shares of PMA Class A Common Stock under PMA's 1999
Equity Incentive Plan and amendments to PMA's registration statements
on Form S-8 (Registration Numbers 333-68855 and 333-45949); and
(B) in connection with the preparation, delivery and filing of any and all
registrations, amendments, qualifications or notifications under the applicable
securities laws of any and all states and other jurisdictions with respect to
securities of PMA, of whatever class or series, offered, sold, issued,
distributed, placed or resold by PMA, any of its subsidiaries, or any other
person or entity.
Such attorneys-in-fact and agents, or any of them, are also hereby granted full
power and authority, on behalf of and in the name, place and stead of the
undersigned, to execute and deliver all such registration statements, reports,
registrations, amendments, qualifications and notifications to execute and
deliver any and all such other documents, and to take further action as they, or
any of them, deem appropriate. The powers and authorities granted herein to such
attorneys-in-fact and agents, and each of them, also include the full right,
power and authority to effect necessary or appropriate substitutions or
revocations. The undersigned hereby ratifies, confirms, and adopts, as his own
act and deed, all action lawfully taken by such attorneys-in-fact and agents, or
any of them, or by their respective substitutes, pursuant to the powers and
authorities herein granted. This Power of Attorney expires by its terms and
shall be of no further force and effect on May 15, 2000.
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 17th day of March 1999.
/s/ Anne S. Genter
-----------------------------
Anne S. Genter
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of
PMA Capital Corporation, a Pennsylvania corporation ("PMA"), hereby makes,
designates, constitutes and appoints Francis W. McDonnell and Charles A.
Brawley, III, and each of them (with full power to act without the other), as
the undersigned's true and lawful attorneys-in-fact and agents, with full power
and authority to act in any and all capacities for and in the name, place and
stead of the undersigned
(A) in connection with the filing with the Securities and Exchange Commission
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934,
both as amended, of:
(i) PMA's Annual Report on Form 10-K for the year ended December 31,
1998 and all amendments thereto;
(ii)any and all registration statements pertaining to employee benefit
plans of PMA or its subsidiaries, and all amendments thereto,
including, without limitation, a registration statement on Form S-8 for
the offering of shares of PMA Class A Common Stock under PMA's 1999
Equity Incentive Plan and amendments to PMA's registration statements
on Form S-8 (Registration Numbers 333-68855 and 333-45949); and
(B) in connection with the preparation, delivery and filing of any and all
registrations, amendments, qualifications or notifications under the applicable
securities laws of any and all states and other jurisdictions with respect to
securities of PMA, of whatever class or series, offered, sold, issued,
distributed, placed or resold by PMA, any of its subsidiaries, or any other
person or entity.
Such attorneys-in-fact and agents, or any of them, are also hereby granted full
power and authority, on behalf of and in the name, place and stead of the
undersigned, to execute and deliver all such registration statements, reports,
registrations, amendments, qualifications and notifications to execute and
deliver any and all such other documents, and to take further action as they, or
any of them, deem appropriate. The powers and authorities granted herein to such
attorneys-in-fact and agents, and each of them, also include the full right,
power and authority to effect necessary or appropriate substitutions or
revocations. The undersigned hereby ratifies, confirms, and adopts, as his own
act and deed, all action lawfully taken by such attorneys-in-fact and agents, or
any of them, or by their respective substitutes, pursuant to the powers and
authorities herein granted. This Power of Attorney expires by its terms and
shall be of no further force and effect on May 15, 2000.
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 17th day of March 1999.
/s/ James F. Malone, III
-----------------------------
James F. Malone, III
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of
PMA Capital Corporation, a Pennsylvania corporation ("PMA"), hereby makes,
designates, constitutes and appoints Francis W. McDonnell and Charles A.
Brawley, III, and each of them (with full power to act without the other), as
the undersigned's true and lawful attorneys-in-fact and agents, with full power
and authority to act in any and all capacities for and in the name, place and
stead of the undersigned
(A) in connection with the filing with the Securities and Exchange Commission
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934,
both as amended, of:
(i) PMA's Annual Report on Form 10-K for the year ended December 31,
1998 and all amendments thereto;
(ii)any and all registration statements pertaining to employee benefit
plans of PMA or its subsidiaries, and all amendments thereto,
including, without limitation, a registration statement on Form S-8 for
the offering of shares of PMA Class A Common Stock under PMA's 1999
Equity Incentive Plan and amendments to PMA's registration statements
on Form S-8 (Registration Numbers 333-68855 and 333-45949); and
(B) in connection with the preparation, delivery and filing of any and all
registrations, amendments, qualifications or notifications under the applicable
securities laws of any and all states and other jurisdictions with respect to
securities of PMA, of whatever class or series, offered, sold, issued,
distributed, placed or resold by PMA, any of its subsidiaries, or any other
person or entity.
Such attorneys-in-fact and agents, or any of them, are also hereby granted full
power and authority, on behalf of and in the name, place and stead of the
undersigned, to execute and deliver all such registration statements, reports,
registrations, amendments, qualifications and notifications to execute and
deliver any and all such other documents, and to take further action as they, or
any of them, deem appropriate. The powers and authorities granted herein to such
attorneys-in-fact and agents, and each of them, also include the full right,
power and authority to effect necessary or appropriate substitutions or
revocations. The undersigned hereby ratifies, confirms, and adopts, as his own
act and deed, all action lawfully taken by such attorneys-in-fact and agents, or
any of them, or by their respective substitutes, pursuant to the powers and
authorities herein granted. This Power of Attorney expires by its terms and
shall be of no further force and effect on May 15, 2000.
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 23rd day of March 1999.
/s/ A. John May
-----------------------------
A. John May
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of
PMA Capital Corporation, a Pennsylvania corporation ("PMA"), hereby makes,
designates, constitutes and appoints Francis W. McDonnell and Charles A.
Brawley, III, and each of them (with full power to act without the other), as
the undersigned's true and lawful attorneys-in-fact and agents, with full power
and authority to act in any and all capacities for and in the name, place and
stead of the undersigned
(A) in connection with the filing with the Securities and Exchange Commission
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934,
both as amended, of:
(i) PMA's Annual Report on Form 10-K for the year ended December 31,
1998 and all amendments thereto;
(ii) any and all registration statements pertaining to employee benefit
plans of PMA or its subsidiaries, and all amendments thereto,
including, without limitation, a registration statement on Form S-8 for
the offering of shares of PMA Class A Common Stock under PMA's 1999
Equity Incentive Plan and amendments to PMA's registration statements
on Form S-8 (Registration Numbers 333-68855 and 333-45949); and
(B) in connection with the preparation, delivery and filing of any and all
registrations, amendments, qualifications or notifications under the applicable
securities laws of any and all states and other jurisdictions with respect to
securities of PMA, of whatever class or series, offered, sold, issued,
distributed, placed or resold by PMA, any of its subsidiaries, or any other
person or entity.
Such attorneys-in-fact and agents, or any of them, are also hereby granted full
power and authority, on behalf of and in the name, place and stead of the
undersigned, to execute and deliver all such registration statements, reports,
registrations, amendments, qualifications and notifications to execute and
deliver any and all such other documents, and to take further action as they, or
any of them, deem appropriate. The powers and authorities granted herein to such
attorneys-in-fact and agents, and each of them, also include the full right,
power and authority to effect necessary or appropriate substitutions or
revocations. The undersigned hereby ratifies, confirms, and adopts, as his own
act and deed, all action lawfully taken by such attorneys-in-fact and agents, or
any of them, or by their respective substitutes, pursuant to the powers and
authorities herein granted. This Power of Attorney expires by its terms and
shall be of no further force and effect on May 15, 2000.
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 17th day of March 1999.
/s/ Louis N. McCarter, III
-----------------------------
Louis N. McCarter, III
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of
PMA Capital Corporation, a Pennsylvania corporation ("PMA"), hereby makes,
designates, constitutes and appoints Francis W. McDonnell and Charles A.
Brawley, III, and each of them (with full power to act without the other), as
the undersigned's true and lawful attorneys-in-fact and agents, with full power
and authority to act in any and all capacities for and in the name, place and
stead of the undersigned
(A) in connection with the filing with the Securities and Exchange Commission
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934,
both as amended, of:
(i) PMA's Annual Report on Form 10-K for the year ended December 31,
1998 and all amendments thereto;
(ii) any and all registration statements pertaining to employee benefit
plans of PMA or its subsidiaries, and all amendments thereto,
including, without limitation, a registration statement on Form S-8 for
the offering of shares of PMA Class A Common Stock under PMA's 1999
Equity Incentive Plan and amendments to PMA's registration statements
on Form S-8 (Registration Numbers 333-68855 and 333-45949); and
(B) in connection with the preparation, delivery and filing of any and all
registrations, amendments, qualifications or notifications under the applicable
securities laws of any and all states and other jurisdictions with respect to
securities of PMA, of whatever class or series, offered, sold, issued,
distributed, placed or resold by PMA, any of its subsidiaries, or any other
person or entity.
Such attorneys-in-fact and agents, or any of them, are also hereby granted full
power and authority, on behalf of and in the name, place and stead of the
undersigned, to execute and deliver all such registration statements, reports,
registrations, amendments, qualifications and notifications to execute and
deliver any and all such other documents, and to take further action as they, or
any of them, deem appropriate. The powers and authorities granted herein to such
attorneys-in-fact and agents, and each of them, also include the full right,
power and authority to effect necessary or appropriate substitutions or
revocations. The undersigned hereby ratifies, confirms, and adopts, as his own
act and deed, all action lawfully taken by such attorneys-in-fact and agents, or
any of them, or by their respective substitutes, pursuant to the powers and
authorities herein granted. This Power of Attorney expires by its terms and
shall be of no further force and effect on May 15, 2000.
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 19th day of March 1999.
/s/ John W. Miller, Jr.
-----------------------------
John W. Miller, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of
PMA Capital Corporation, a Pennsylvania corporation ("PMA"), hereby makes,
designates, constitutes and appoints Francis W. McDonnell and Charles A.
Brawley, III, and each of them (with full power to act without the other), as
the undersigned's true and lawful attorneys-in-fact and agents, with full power
and authority to act in any and all capacities for and in the name, place and
stead of the undersigned
(A) in connection with the filing with the Securities and Exchange Commission
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934,
both as amended, of:
(i) PMA's Annual Report on Form 10-K for the year ended December 31,
1998 and all amendments thereto;
(ii) any and all registration statements pertaining to employee benefit
plans of PMA or its subsidiaries, and all amendments thereto,
including, without limitation, a registration statement on Form S-8 for
the offering of shares of PMA Class A Common Stock under PMA's 1999
Equity Incentive Plan and amendments to PMA's registration statements
on Form S-8 (Registration Numbers 333-68855 and 333-45949); and
(B) in connection with the preparation, delivery and filing of any and all
registrations, amendments, qualifications or notifications under the applicable
securities laws of any and all states and other jurisdictions with respect to
securities of PMA, of whatever class or series, offered, sold, issued,
distributed, placed or resold by PMA, any of its subsidiaries, or any other
person or entity.
Such attorneys-in-fact and agents, or any of them, are also hereby granted full
power and authority, on behalf of and in the name, place and stead of the
undersigned, to execute and deliver all such registration statements, reports,
registrations, amendments, qualifications and notifications to execute and
deliver any and all such other documents, and to take further action as they, or
any of them, deem appropriate. The powers and authorities granted herein to such
attorneys-in-fact and agents, and each of them, also include the full right,
power and authority to effect necessary or appropriate substitutions or
revocations. The undersigned hereby ratifies, confirms, and adopts, as his own
act and deed, all action lawfully taken by such attorneys-in-fact and agents, or
any of them, or by their respective substitutes, pursuant to the powers and
authorities herein granted. This Power of Attorney expires by its terms and
shall be of no further force and effect on May 15, 2000.
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 18th day of March 1999.
/s/ Edward H. Owlett
-----------------------------
Edward H. Owlett
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of
PMA Capital Corporation, a Pennsylvania corporation ("PMA"), hereby makes,
designates, constitutes and appoints Francis W. McDonnell and Charles A.
Brawley, III, and each of them (with full power to act without the other), as
the undersigned's true and lawful attorneys-in-fact and agents, with full power
and authority to act in any and all capacities for and in the name, place and
stead of the undersigned
(A) in connection with the filing with the Securities and Exchange Commission
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934,
both as amended, of:
(i) PMA's Annual Report on Form 10-K for the year ended December 31,
1998 and all amendments thereto;
(ii)any and all registration statements pertaining to employee benefit
plans of PMA or its subsidiaries, and all amendments thereto,
including, without limitation, a registration statement on Form S-8 for
the offering of shares of PMA Class A Common Stock under PMA's 1999
Equity Incentive Plan and amendments to PMA's registration statements
on Form S-8 (Registration Numbers 333-68855 and 333-45949); and
(B) in connection with the preparation, delivery and filing of any and all
registrations, amendments, qualifications or notifications under the applicable
securities laws of any and all states and other jurisdictions with respect to
securities of PMA, of whatever class or series, offered, sold, issued,
distributed, placed or resold by PMA, any of its subsidiaries, or any other
person or entity.
Such attorneys-in-fact and agents, or any of them, are also hereby granted full
power and authority, on behalf of and in the name, place and stead of the
undersigned, to execute and deliver all such registration statements, reports,
registrations, amendments, qualifications and notifications to execute and
deliver any and all such other documents, and to take further action as they, or
any of them, deem appropriate. The powers and authorities granted herein to such
attorneys-in-fact and agents, and each of them, also include the full right,
power and authority to effect necessary or appropriate substitutions or
revocations. The undersigned hereby ratifies, confirms, and adopts, as his own
act and deed, all action lawfully taken by such attorneys-in-fact and agents, or
any of them, or by their respective substitutes, pursuant to the powers and
authorities herein granted. This Power of Attorney expires by its terms and
shall be of no further force and effect on May 15, 2000.
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this document as of the 22nd
day of March 1999.
/s/ Louis I. Pollock
-----------------------------
Louis I. Pollock
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of
PMA Capital Corporation, a Pennsylvania corporation ("PMA"), hereby makes,
designates, constitutes and appoints Francis W. McDonnell and Charles A.
Brawley, III, and each of them (with full power to act without the other), as
the undersigned's true and lawful attorneys-in-fact and agents, with full power
and authority to act in any and all capacities for and in the name, place and
stead of the undersigned
(A) in connection with the filing with the Securities and Exchange Commission
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934,
both as amended, of:
(i) PMA's Annual Report on Form 10-K for the year ended December 31,
1998 and all amendments thereto;
(ii) any and all registration statements pertaining to employee benefit
plans of PMA or its subsidiaries, and all amendments thereto,
including, without limitation, a registration statement on Form S-8 for
the offering of shares of PMA Class A Common Stock under PMA's 1999
Equity Incentive Plan and amendments to PMA's registration statements
on Form S-8 (Registration Numbers 333-68855 and 333-45949); and
(B) in connection with the preparation, delivery and filing of any and all
registrations, amendments, qualifications or notifications under the applicable
securities laws of any and all states and other jurisdictions with respect to
securities of PMA, of whatever class or series, offered, sold, issued,
distributed, placed or resold by PMA, any of its subsidiaries, or any other
person or entity.
Such attorneys-in-fact and agents, or any of them, are also hereby granted full
power and authority, on behalf of and in the name, place and stead of the
undersigned, to execute and deliver all such registration statements, reports,
registrations, amendments, qualifications and notifications to execute and
deliver any and all such other documents, and to take further action as they, or
any of them, deem appropriate. The powers and authorities granted herein to such
attorneys-in-fact and agents, and each of them, also include the full right,
power and authority to effect necessary or appropriate substitutions or
revocations. The undersigned hereby ratifies, confirms, and adopts, as his own
act and deed, all action lawfully taken by such attorneys-in-fact and agents, or
any of them, or by their respective substitutes, pursuant to the powers and
authorities herein granted. This Power of Attorney expires by its terms and
shall be of no further force and effect on May 15, 2000.
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 17th day of March 1999.
/s/ Roderic H. Ross
-----------------------------
Roderic H. Ross
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of
PMA Capital Corporation, a Pennsylvania corporation ("PMA"), hereby makes,
designates, constitutes and appoints Francis W. McDonnell and Charles A.
Brawley, III, and each of them (with full power to act without the other), as
the undersigned's true and lawful attorneys-in-fact and agents, with full power
and authority to act in any and all capacities for and in the name, place and
stead of the undersigned
(A) in connection with the filing with the Securities and Exchange Commission
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934,
both as amended, of:
(i) PMA's Annual Report on Form 10-K for the year ended December 31,
1998 and all amendments thereto;
(ii)any and all registration statements pertaining to employee benefit
plans of PMA or its subsidiaries, and all amendments thereto,
including, without limitation, a registration statement on Form S-8 for
the offering of shares of PMA Class A Common Stock under PMA's 1999
Equity Incentive Plan and amendments to PMA's registration statements
on Form S-8 (Registration Numbers 333-68855 and 333-45949); and
(B) in connection with the preparation, delivery and filing of any and all
registrations, amendments, qualifications or notifications under the applicable
securities laws of any and all states and other jurisdictions with respect to
securities of PMA, of whatever class or series, offered, sold, issued,
distributed, placed or resold by PMA, any of its subsidiaries, or any other
person or entity.
Such attorneys-in-fact and agents, or any of them, are also hereby granted full
power and authority, on behalf of and in the name, place and stead of the
undersigned, to execute and deliver all such registration statements, reports,
registrations, amendments, qualifications and notifications to execute and
deliver any and all such other documents, and to take further action as they, or
any of them, deem appropriate. The powers and authorities granted herein to such
attorneys-in-fact and agents, and each of them, also include the full right,
power and authority to effect necessary or appropriate substitutions or
revocations. The undersigned hereby ratifies, confirms, and adopts, as his own
act and deed, all action lawfully taken by such attorneys-in-fact and agents, or
any of them, or by their respective substitutes, pursuant to the powers and
authorities herein granted. This Power of Attorney expires by its terms and
shall be of no further force and effect on May 15, 2000.
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 23rd day of March 1999.
/s/ L.J. Rowell, Jr.
-----------------------------
L.J. Rowell, Jr.
SECRETARY'S CERTIFICATE
I, Robert L. Pratter, Secretary of PMA Capital Corporation, a
corporation organized and existing under the laws of the Commonwealth of
Pennsylvania, (the "Company") hereby certify that the following resolutions were
adopted at the February 3, 1999 meeting of the Board of Directors:
RESOLVED, that the execution by the officers of the Company, in the
name and on behalf of the Company and as attorneys-in-fact for each of its
officers and directors, of a Registration Statement on Form S-8 (the
"Registration Statement"), relating to an aggregate 850,000 shares (the
"Shares") of Class A Common Stock of the Company available for issuance under
the Plan, and the filing of the Registration Statement together with the
exhibits thereto with the Securities and Exchange Commission (the "Commission"),
under the Securities Act of 1933, as amended (the "Act"), are hereby approved,
authorized and confirmed in all respects, with such changes therein and
additions thereto as shall be approved by the officers of the Company executing
the same, their approval to be evidenced conclusively by their execution
thereof;
FURTHER RESOLVED, that the officers of the Company are hereby
authorized and directed to prepare, execute in the name and on behalf of the
Company and as attorneys-in-fact for each of its officers and directors, procure
all necessary signatures to, and file with the Commission any amendment(s) or
post-effective amendment(s) to the Registration Statement deemed by them
necessary or advisable to effect the registration under the Act of the Shares,
their approval of any such amendment(s) or post-effective amendment(s) to be
conclusively evidenced by their execution thereof; and the officers of the
Company are hereby further authorized and directed to appear on behalf of the
Company before the Commission in connection with any matter relating to the
Registration Statement and any amendment(s) or post-effective amendment(s)
thereto;
FURTHER RESOLVED, that the execution and delivery by the officers and
directors of the Company of a power-of-attorney appointing Francis W. McDonnell
and Charles A. Brawley, III and each or either of them to be attorneys-in-fact
and agents with full power of substitution and resubstitution, for each of such
directors and officers and in their name, place and stead, in any and all
capacities to sign the Registration Statement and any amendment(s) to the
Registration Statement, including any post-effective amendment(s), to file the
same with the Commission and to perform all other acts necessary in connection
with any matter relating to the Registration Statement and any amendment(s) or
post-effective amendment(s) thereto be, and it hereby is, approved, authorized
and confirmed in all respects;
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
the Corporation, this 15th day of April, 1999.
/s/ Robert L. Pratter
-----------------------------
Robert L. Pratter, Secretary
(SEAL)
