UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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).
<PAGE>
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
606,066 shares
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6 SHARED VOTING POWER
59,280 shares
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7 SOLE DISPOSITIVE POWER
606,066 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
665,346 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)
3.0%
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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:
665,346 shares (1)(2)(3)
(b) Percent of Class:
3.0%(1)(2)(3)
(c) Number of Shares as to which such person has:
(i) sole power to vote or direct the vote: 606,066 shares(2)
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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(2)(3)
(iii) sole power to dispose or to direct the disposition of: 606,066
shares(2)
(iv) shared power to dispose or to direct the disposition of:
59,280 shares(2)(3)
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(1) This Amendment No. 4 is being filed because of the Company's
reclassification of each issued share of its Common Stock, $5 par
value, into one share of Class A Common Stock, $5 par value, which
was effective on April 24, 2000 (the "Conversion"), and which
resulted in an increase in the outstanding shares of Class A Common
Stock from 9.8 million shares to 22.1 million shares. This increase
in the outstanding shares caused a decrease in Mr. Smithson's
percentage ownership.
(2) Represents (i) 297,110 shares of the Company's Class A Common Stock,
$5 par value per share, including 237,830 shares owned by Mr.
Smithson directly, 55,000 shares owned by Mr. Smithson's wife and
4,280 shares held for Mr. Smithson's dependent daughters in trusts
of which his wife is the trustee and for which Mr. Smithson
disclaims beneficial ownership, and (ii) options to purchase 368,236
shares of Class A Common Stock that are currently exercisable or
will become exercisable within the next 60 days.
(3) As of May 31, 2000, PMA Foundation (the "Foundation") beneficially
owned 5,473,450 shares of Class A Common Stock, or 24.7% of such
class. The Board of Trustees of the Foundation has sole voting power
and investment power with respect to the shares of 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 May 31, 2000, Pennsylvania
Manufacturers' Association, Northeast Branch ("NE Branch")
beneficially owned 84,600 shares of Class A Common Stock,
representing less than 1% of that 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:
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following. [X]
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 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. 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
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: June 20, 2000 /s/ John W. Smithson
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John W. Smithson
