SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 24, 2000
--------------
PMA Capital Corporation
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 000-22761 23-2217932
---------------------------- ----------- -------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1735 Market Street, Suite 2800
Philadelphia, Pennsylvania 19103-7590
-------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(215) 665-5046
--------------
Not Applicable
--------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
------------
On April 24, 2000, the registrant issued a news release, a copy of which
is filed as Exhibit 99 hereto and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
---------------------------------
(c) The exhibit accompanying this report is listed in the Index to
Exhibits on the following page.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PMA Capital Corporation
Date: April 24, 2000 By: /s/Francis W. McDonnell
-----------------------
Francis W. McDonnell
Senior Vice President, Chief Financial
Officer and Treasurer
<PAGE>
Index to Exhibits
Number Description Method of Filing
------ ----------- ----------------
99 PMA Capital Corporation Filed herewith
news release dated
April 24, 2000
[PMA Capital Logo OMITTED]
PMA Capital
A Specialty Risk Management Company
Mellon Bank Center Suite 2800
1735 Market Street
Philadelphia, PA 19103-7590 PRESS RELEASE
For Release: Immediate
Contact: Albert D. Ciavardelli
(215) 665-5063
PMA Capital Corporation Receives Shareholder
--------------------------------------------
Approval to Reclassify its Common Stock
---------------------------------------
Philadelphia, PA, April 24, 2000 - PMA Capital Corporation (NASDAQ: PMACA)
announced today that at its Annual Shareholders' Meeting, shareholders approved
the Board of Directors' proposal to reclassify each issued share of Common Stock
into one share of Class A Common Stock. In addition, all of the other Board
proposals subject to shareholder vote were approved.
John W. Smithson, the Company's President and Chief Executive Officer, stated:
"We are pleased that our shareholders recognized the importance of simplifying
the capital structure of PMA Capital by voting for the reclassification proposal
that eliminates the dual class of common stock structure. We believe that having
a single class of common stock and having all of our outstanding shares trade on
the Nasdaq Stock Market System is an important step for the Company."
The reclassification amendment will be effective as of 5:00 p.m. (Eastern Time)
on April 24, 2000. This means that as of the opening of trading on April 25,
2000, approximately 22 million shares of the Company's Class A Common Stock will
be eligible for trading on the Nasdaq Stock Market System. Shareholders are not
required to exchange their existing Common Stock certificates for Class A Common
Stock certificates. The certificates representing the Common Stock will
automatically become certificates representing the Class A Common Stock.
PMA Capital Corporation, headquartered in Philadelphia, Pennsylvania, is an
insurance holding company, whose operating subsidiaries provide specialty risk
management products and services to customers throughout the United States. The
primary product lines of PMA Capital's subsidiaries include: 1) property and
casualty reinsurance, underwritten and marketed through PMA Re; 2) managed care
workers' compensation, integrated disability and other commercial property and
casualty lines of insurance in the Mid-Atlantic and Southern regions of the
United States, underwritten and marketed under the trade name The PMA Insurance
Group; and 3) excess and surplus lines coverages, underwritten and marketed by
Caliber One.
