UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
PMA Capital 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)
693419202
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(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ X ] Rule 13d-1(d)
*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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SCHEDULE 13G
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CUSIP No. 693419202 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Smithson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ______
(b) ______
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of the United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
601,250 shares
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6 SHARED VOTING POWER
59,280 shares
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7 SOLE DISPOSITIVE POWER
601,250 shares
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8 SHARED DISPOSITIVE POWER
59,280 shares
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
660,530 shares
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
X
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%
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12 TYPE OF REPORTING PERSON (See Instructions)
IN
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<PAGE>
SCHEDULE 13G
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CUSIP No. 693419202 Page 3 of 6 Pages
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Item 1(a) Name of Issuer:
PMA Capital Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
1735 Market Street, Philadelphia, PA 19103-7590
Item 2(a) Name of Person Filing:
John W. Smithson
Item 2(b) Address of Principal Business Office, or, If None, Residence:
1735 Market Street, Philadelphia, PA 19103-7590
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:
693419202
Item 3 If this Statement is filed pursuant to 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a:
Not applicable.
Item 4 Ownership:
(a) Amount Beneficially Owned:
660,530 shares (1)(2)
(b) Percent of Class:
6.4%(1)(2)
(c) Number of Shares as to which such person has:
(i) sole power to vote or direct the vote: 601,250 shares(1)
<PAGE>
SCHEDULE 13G
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CUSIP No. 693419202 Page 4 of 6 Pages
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(ii) shared power to vote or direct the vote: 59,280 shares(1)(2)
(iii)sole power to dispose or to direct the disposition of:
601,250 shares(1)
(iv) shared power to dispose or to direct the disposition of:
59,280 shares(1)(2)
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(1) Represents (i) 193,900 shares of the Company's Common Stock, $5
par value per share, or 1.5% of the outstanding shares of the
Company's Common Stock, of which 136,700 are owned by Mr.
Smithson directly, 55,000 shares are owned by Mr. Smithson's wife
and 2,200 shares are owned by Mr. Smithson's dependent daughters,
and which are convertible into an aggregate of 193,900 shares of
the Company's Class A Common Stock, (ii) 96,314 shares of the
Company's Class A Common Stock owned by Mr. Smithson directly and
2,080 shares of Class A Common Stock held in trusts for his
daughters, of which his wife is the trustee and Mr. Smithson
disclaims beneficial ownership, and (iii) options to purchase
368,236 shares of Class A Common Stock that are currently
exercisable or will become exercisable within the next 60 days.
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 12,648,658 shares of Common Stock and
9,692,854 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 and no exercises
of currently exercisable stock options, the holders of the shares
reported in this footnote would be entitled to cast 1.5% of the
total votes that could be cast on a matter submitted to the
Company's shareholders for a vote.
(2) As of December 31, 1999, PMA Foundation (the "Foundation") owned
4,561,225 shares of Common Stock and 912,225 shares of Class A
Common Stock, or 36.1% and 9.4%, respectively, of each such class
(5,473,450 shares of Class A Common Stock, or 38.4% of such
class, assuming conversion of all shares of Common Stock held by
the Foundation into shares of Class A Common Stock). The Board of
Trustees of the Foundation has sole voting power and investment
power with respect to the shares of Common Stock and Class A
Common Stock of the Company held by the Foundation. Mr. Smithson
is a member of the Board of Trustees of the Foundation and
disclaims beneficial ownership of the Foundation's shares, which
are excluded from the shares reported above. As of December 31,
1999, Pennsylvania Manufacturers' Association, Northeast Branch
("NE Branch") owned 70,500 shares of Common Stock and 14,100
shares of Class A Common Stock, representing less than 1% of each
class of stock. The Board of Trustees of NE Branch has sole
voting power and investment power with respect to the shares held
by the NE Branch. Mr. Smithson is a member of the Board of
Trustees of NE Branch and disclaims beneficial ownership of NE
Branch's shares, which are excluded from the shares reported
above.
<PAGE>
SCHEDULE 13G
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CUSIP No. 693419202 Page 5 of 6 Pages
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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. Smithson, except the right to receive dividends with
respect to shares held by his wife, his daughters and the trusts
for his daughters, is held by such persons. Also, Mr. Smithson's
wife has the power to direct the receipt of dividends from, or
the proceeds from the sale of, the shares held by her or for
which she is the trustee. Neither Mr. Smithson's wife nor the
trusts, however, beneficially own more than 5% of the Company's
Common Stock or Class A Common Stock.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported On by the Parent Holding
Company or Control Person:
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 Certifications:
Not applicable.
<PAGE>
SCHEDULE 13G
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CUSIP No. 693419202 Page 6 of 6 Pages
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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 2, 2000 /s/ John W. Smithson
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John W. Smithson
