SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __) [1]
PHILADELPHIA CONSOLIDATED HOLDING CORP
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
0007175281
(CUSIP Number)
PHILO SMITH, 2950 SUMMER STREET
STAMFORD, CONNECTICUT 06905 (203) 348-7365
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
DECEMBER 21, 1995
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [X]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
_____________________
[1] 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 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).
(Continued on following pages)
Page 1 of 13 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 0007175281 Page 2 of 13 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Philo Smith
2 Check The Appropriate Box If A Member Of A Group
(a) [ ]
(b) [X]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 Source Of Funds
AF
5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant
To Items 2(d) Or 2(e)
[ ]
6 Citizenship Or Place Of Organization
United States citizen
7 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Voting Power
None
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
314,500
9 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Dispositive Power
None
10 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
314,500
11 Aggregate Amount Beneficially Owned By Each Reporting Person
394,500
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares
[ ]
13 Percent Of Class Represented By Amount In Row (11)
6.8%
14 Type Of Reporting Person
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 0007175281 Page 3 of 13 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Philo Smith & Co., Inc.
2 Check The Appropriate Box If A Member Of A Group
(a) [ ]
(b) [X]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 Source Of Funds
AF
5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant
To Items 2(d) Or 2(e)
[ ]
6 Citizenship Or Place Of Organization
Connecticut
7 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Voting Power
None
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
150,000
9 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Dispositive Power
None
10 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
150,000
11 Aggregate Amount Beneficially Owned By Each Reporting Person
150,000
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares
[ ]
13 Percent Of Class Represented By Amount In Row (11)
2.6%
14 Type Of Reporting Person
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 0007175281 Page 4 of 13 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
PSCO Partners Limited Partnership - 06-0921598
2 Check The Appropriate Box If A Member Of A Group
(a) [ ]
(b) [X]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 Source Of Funds
WC
5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant
To Items 2(d) Or 2(e)
[ ]
6 Citizenship Or Place Of Organization
Connecticut
7 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Voting Power
None
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
150,000
9 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Dispositive Power
None
10 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
150,000
11 Aggregate Amount Beneficially Owned By Each Reporting Person
150,000
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares
[ ]
13 Percent Of Class Represented By Amount In Row (11)
2.6%
14 Type Of Reporting Person
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 0007175281 Page 5 of 13 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
PSCO Partners Limited Parntership Two
2 Check The Appropriate Box If A Member Of A Group
(a) [ ]
(b) [X]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 Source Of Funds
WC
5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant
To Items 2(d) Or 2(e)
[ ]
6 Citizenship Or Place Of Organization
Connecticut
7 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Voting Power
80,000
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
None
9 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Dispositive Power
80,000
10 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
None
11 Aggregate Amount Beneficially Owned By Each Reporting Person
80,000
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares
[ ]
13 Percent Of Class Represented By Amount In Row (11)
1.4%
14 Type Of Reporting Person
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 0007175281 Page 6 of 13 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
PSCO Fund Limited
2 Check The Appropriate Box If A Member Of A Group
(a) [ ]
(b) [X]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 Source Of Funds
WC
5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant
To Items 2(d) Or 2(e)
[ ]
6 Citizenship Or Place Of Organization
Bermuda
7 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Voting Power
None
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
164,500
9 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Dispositive Power
None
10 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
164,500
11 Aggregate Amount Beneficially Owned By Each Reporting Person
164,500
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares
[ ]
13 Percent Of Class Represented By Amount In Row (11)
2.8%
14 Type Of Reporting Person
IV
<PAGE>
SCHEDULE 13D
CUSIP No. 0007175281 Page 7 of 13 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Philo Smith Capital Corporation
2 Check The Appropriate Box If A Member Of A Group
(a) [ ]
(b) [X]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 Source Of Funds
AF
5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant
To Items 2(d) Or 2(e)
[ ]
6 Citizenship Or Place Of Organization
Connecticut
7 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Voting Power
80,000
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
164,500
9 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Dispositive Power
80,000
10 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
164,500
11 Aggregate Amount Beneficially Owned By Each Reporting Person
244,500
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares
[ ]
13 Percent Of Class Represented By Amount In Row (11)
4.2%
14 Type Of Reporting Person
CO
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D is filed with respect to the common stock of
Philadephia Consolidated Holding Corp ("Philadelphia
Consolidated"), One Bala Plaza, Suite 100, Bala Cynwyd,
Pennsylvania, 19004.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by Philo Smith, Philo Smith & Co., Inc.,
PSCO Partners Limited Partnership, PSCO Partners Limited
Partnership Two, PSCO Fund Limited and Philo Smith Capital
Corporation.
PSCO Partners Limited Partnership ("PSCO Partners") is a
Connecticut limited partnership located at 2950 Summer Street,
Stamford, Connecticut 06905. It is an investment partnership.
Its General Partners are Philo Smith, an individual, and Philo
Smith & Co., Inc., a Connecticut corporation (the "Company"), both
located at 2950 Summer Street, Stamford, Connecticut 06905. The
principal occupation of Philo Smith is to provide financial
advisory services. The principal business of the Company is to
engage in corporate finance activities, to act as General Partner
of PSCO Partners, and to publish a monthly journal concerning the
insurance industry.
The directors of the Company are Philo Smith, James E. Inglis, 2950
Summer Street, Stamford, Connecticut 06905, whose principal
occupation is acting as Vice President, Treasurer and Secretary of
the Company, James A. Amen, 2950 Summer Street, Stamford,
Connecticut 06905, whose principal occupation is acting as Vice
President of the Company, and George M. Whitmore, Jr., 4 Cedarwood
Drive, Greenwich, Connecticut 06830, a self-employed management
consultant. The officers are Philo Smith, President, James E.
Inglis, Vice President, Treasurer and Secretary, and James A. Amen,
Vice President.
PSCO Partners Limited Partnership Two ("PSCO Partners Two") is a
Connecticut limited partnership located at 2950 Summer Street,
Stamford, Connecticut 06905. It is an investment partnership.
Its General Partner is Philo Smith Capital Corporation, a
Connecticut corporation ("Capital"), located at 2950 Summer Street,
Stamford, Connecticut 06905. The principal business of Capital is
investment management and corporate finance. Capital's directors
are Philo Smith, James E. Inglis, James A. Amen, and George M.
Whitmore, Jr. The officers of Capital are Philo Smith, President,
James E. Inglis, Vice President, Treasurer and Secretary, and James
A. Amen, Vice President.
Page 8 of 13
<PAGE>
PSCO Fund Limited is an open-end investment company incorporated in
Bermuda and located at 6 Front Street, Hamilton 11, Bermuda. The
principal business of PSCO Fund Limited is investment management.
The directors of PSCO Fund Limited are Philo Smith, Dr. Ernst
Baumgartner, employed by DUNA INVEST, 1010 Wien, Salztorgasse 512,
Austria, Frank N.C. Lochan, Senior Vice President, Trilon Financial
Corporation, BCE Place, 181 Bay Street, P. O. Box 171, Suite 4420,
Toronto, Ontario, Canada, M5J 2T3, John C.R. Collis, partner,
Conyers, Dill & Pearman, Clarendon House, 2 Church Street, Hamilton
HM 11, Bermuda, and David T. Smith, Senior Manager, Corporate
Trust, The Bank of Bermuda Limited, Bank of Bermuda Building, 6
Front Street, Hamilton HM 11, Bermuda. The officers of PSCO Fund
Limited are Frank N.C. Lochan, Chairman and President and David T.
Smith, Vice President and Secretary. The investment advisor for
PSCO Fund Limited is Capital.
None of the reporting persons nor any of the other persons
identified in this item has been convicted, during the past five
years, in a criminal proceeding (excluding traffic violations or
similar misdemeanors). None, during the past five years, has been
a party to a civil proceeding resulting in a judgment, decree or
final order relating to securities laws. Each natural person
identified above is a U.S. citizen except for Frank N.C. Lochan, a
Canadian citizen, Dr. Ernst Baumgartner, an Austrian citizen and
John C.R. Collis and David T. Smith, both of whom are British
citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The amount of funds expended for the shares of common stock of
Philadelphia Consolidated held by PSCO Partners was approximately
$2,188,028 (including commissions). PSCO Partners used cash
available to it for such purchases, and no borrowed funds were
involved.
The amount of funds expended for the shares of common stock of
Philadelphia Consolidated held by PSCO Partners Two was
approximately $932,504 (including commissions). PSCO Partners Two
used cash available to it for such purchases, and no borrowed funds
were involved.
The amount of funds expended for the shares of common stock of
Philadelphia Consolidated held by PSCO Fund Limited was
approximately $2,653,788 (including commissions). PSCO Fund
Limited used cash available to it for such purchases, and no
borrowed funds were involved.
Page 9 of 13 Pages
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the purchases by the reporting persons has been to
acquire shares for investment. Philo Smith, the Company, PSCO
Partners, PSCO Partners Two, PSCO Fund Limited and Capital may
purchase additional shares of Philadelphia Consolidated, from time
to time, depending upon price, market conditions, availability of
funds, evaluation of alternative investments and other factors.
Although none of these persons has a present intention to sell the
shares anticipated to be acquired, one or all of them might
determine to sell some or all of such shares based upon need for
funds, price, and similar factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
PSCO Partners owns 150,000 shares of Philadelphia Consolidated
common stock, or approximately 2.6% of the outstanding shares of
that class. PSCO Partners Two owns 80,000 shares of Philadelphia
Consolidated common stock, or approximately 1.4% of the outstanding
shares of that class. PSCO Fund Limited owns 164,500 shares of
Philadelphia Consolidated common stock, or approximately 2.8% of
the outstanding shares of that class.
Philo Smith and the Company share voting and investment power with
respect to shares held by PSCO Partners. Capital has sole voting
and investment power with respect to shares held by PSCO Partners
Two. Philo Smith and Capital share voting and investment power
with respect to shares held by PSCO Fund Limited.
With respect to shares held by PSCO Partners, PSCO Partners Two,
and PSCO Fund Limited, no person other than the holder has the
right or power to receive dividends from, or proceeds from the sale
of, shares of Philadelphia Consolidated.
By virtue of the investment and voting arrangement described above,
Philo Smith and the Company beneficially own 150,000 shares of the
common stock of Philadelphia Consolidated, or approximately 2.6% of
the outstanding, held by PSCO Partners, Capital beneficially owns
80,000 shares of the common stock of Philadelphia Consolidated, or
approximately 1.4% of the outstanding, held by PSCO Partners Two,
and Philo Smith and Capital beneficially own 164,500 shares of the
common stock of Philadelphia Consolidated, or approximately 2.8% of
the outstanding, held by PSCO Fund Limited.
Page 10 of 13 Pages
<PAGE>
In the past sixty days, PSCO Fund Limited has effected the
following transactions in the common stock of Philadelphia
Consolidated, each a purchase through a normal brokerage
transaction in the over-the-counter market:
Trade Date Number of Shares Price
6/06/96 20,000 18 7/8
6/10/96 10,000 18 3/4
6/13/96 10,000 18 5/8
7/26/96 1,500 17.0625
8/01/96 3,000 17 1/8
In the past sixty days, neither PSCO Partners nor PSCO Partners Two
has effected any transactions in the Common Stock of Philadelphia
Consolidated.
Each filing party disclaims membership with any other filing party
in a "group", as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934 and the rules promulgated
thereunder. PSCO Partners owns its shares of Philadelphia
Consolidated separately from PSCO Partners Two and PSCO Fund
Limited, and PSCO Partners Two and PSCO Fund Limited own their
respective shares of Philadelphia Consolidated separately from each
other. Although they have a common investment advisor, from whom
each takes its name, and common investment goals, PSCO Partners,
PSCO Partners Two and PSCO Fund Limited have no agreement or
understanding for concerted action in acquiring, holding or
disposing of shares of the common stock of Philadelphia
Consolidated.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Apart from the agreements and relationship described above in this
Schedule and the agreements between (a) the Company and PSCO
Partners, (b) Capital and PSCO Partners Two, and (c) Capital and
PSCO Fund Limited, there is no contract, arrangement, understanding
or relationship among Philo Smith, the Company, PSCO Partners, PSCO
Partners Two, PSCO Fund Limited and Capital, nor between those
parties collectively and any other person, with respect to the
common stock of Philadelphia Consolidated.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A: Consent to joint filing.
Page 11 of 13 Pages
<PAGE>
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.
Dated this 5th day of August, 1996.
/s/ Philo Smith
Philo Smith
PHILO SMITH & CO., INC.
By: /s/ Philo Smith
Philo Smith, President
PSCO PARTNERS LIMITED PARTNERSHIP
By: /s/ Philo Smith
Philo Smith, General Partner
PSCO PARTNERS LIMITED PARTNERSHIP TWO
By: /s/ Philo Smith
Philo Smith, President of
Philo Smith Capital
Corporation, General Partner
PSCO FUND LIMITED
By: /s/ Philo Smith
Philo Smith, General Manager
PHILO SMITH CAPITAL CORPORATION
By: /s/ Philo Smith
Philo Smith, President
Page 12 of 13 Pages
<PAGE>
EXHIBIT A
CONSENT TO JOINT FILING
The undersigned agree and confirm that the Schedule 13D with respect to
the common stock of Philadelphia Consolidated Holding Corp, to which this
consent is attached as an exhibit is, and subsequent amendments thereof will
be, filed on behalf of each of the undersigned.
Dated this 5th day of August, 1996.
/s/ Philo Smith
Philo Smith
PHILO SMITH & CO., INC.
By: /s/ Philo Smith
Philo Smith, President
PSCO PARTNERS LIMITED PARTNERSHIP
By: /s/ Philo Smith
Philo Smith, General Partner
PSCO PARTNERS LIMITED PARTNERSHIP TWO
By: /s/ Philo Smith
Philo Smith, President of
Philo Smith Capital
Corporation, General Partner
PSCO FUND LIMITED
By: /s/ Philo Smith
Philo Smith, General Manager
PHILO SMITH CAPITAL CORPORATION
By: /s/ Philo Smith
Philo Smith, President
Page 13 of 13 Pages
