<PAGE> 1
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
PHILADELPHIA CONSOLIDATED HOLDING CORP.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2202671
(State of incorporation) (I.R.S. Employer Identification No.)
One Bala Plaza, Suite 100, Bala Cynwyd, Pennsylvania 19004
(Address of principal executive offices) (Zip Code)
PHILADELPHIA INSURANCE COMPANIES
DIRECTORS STOCK PURCHASE PLAN
(Full title of the plan)
Mr. James J. Maguire, President
or
Craig P. Keller, Secretary
Philadelphia Consolidated Holding Corp.
One Bala Plaza, Suite 100
Bala Cynwyd, Pennsylvania 19004
(Name and address of agent for service)
(610) 617-7900
(Telephone number, including area code, of agent for service)
Copies to:
Michael M. Sherman, Esquire
Wolf, Block, Schorr and Solis-Cohen
Twelfth Floor Packard Building
15th and Chestnut Streets
Philadelphia, PA 19102
(215) 977-2236
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Share(2) Offering Price Fee
---------- ------------- ------------ -------------- ---
<S> <C> <C> <C> <C>
Common Stock, 25,000 $34.25 $856,250 $259.47
No par value
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement also covers such additional shares as may
hereafter be offered or issued to prevent dilution resulting from stock
splits, stock dividends, recapitalizations or certain other capital
adjustments.
(2) Pursuant to Rules 457(c) and 457(h)(1) under the Securities Act of 1933,
as amended, represents the average of the high and low prices for the
Common Stock as listed in the Nasdaq National Market of the Nasdaq Stock
Market, Inc. on June 16, 1997.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Philadelphia Consolidated
Holding Corp. (the "Registrant" or the "Company") with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are incorporated by reference in this
Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996.
2. The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997.
3. The description of the Common Stock contained in the
Registration Statement on Form 8-A/A dated September 13, 1993, registering the
Common Stock under the Exchange Act, including any amendments or reports filed
for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment to the Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Prospectus and the Registration Statement and to be a part
hereof and thereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded to the extent that a statement contained herein or in any other
subsequently filed document that also is incorporated by reference herein
modifies or supersedes such earlier statement. Any statement so modified or
superseded shall not be deemed to constitute a part of hereof except as so
modified or superseded.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Subchapter D (Sections 1741 through 1750) of Chapter 17 the
Pennsylvania Business Corporation Law of 1988, as amended (the "BCL"), contains
provisions for mandatory and discretionary indemnification of a corporation's
directors, officers, employees and agents (collectively "Representatives"), and
related matters.
Under Section 1741, subject to certain limitations, a corporation
has the power to indemnify Representatives under certain prescribed
circumstances against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with a
threatened, pending or completed action or proceeding, whether civil, criminal,
administrative or investigative, to which any of them is a party or threatened
to be made a party by reason of his or her being a Representative of the
corporation or serving at the request of the corporation as a Representative of
another corporation, partnership, joint venture, trust or other enterprise, if
he or she acted in good faith and in a manner he or she reasonably believed to
be in, or not opposed to, the best interests of the corporation and, with
respect to any criminal proceeding, had no reasonable cause to believe his or
her conduct was unlawful.
Section 1742 provides for indemnification with respect to
derivative and corporate actions similar to that provided by Section 1741.
However, indemnification is not provided under Section 1742 in respect of any
claim, issue or matter as to which a Representative has been adjudged to be
liable to the corporation unless and only to the extent that the proper court
determines upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, a Representative is fairly and
reasonably entitled to indemnity for the expenses that the court deems proper.
Section 1743 provides that indemnification against expenses is
mandatory to the extent that a Representative has been successful on the merits
or otherwise in defense of any such action or proceeding referred to in Section
1741 or 1742.
Section 1744 provides that, unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the corporation as
authorized in the specific case upon a determination that indemnification of a
Representative is proper because the Representative met the applicable standard
of conduct, and such determination will be made by the board of directors by a
majority vote of a quorum of directors not parties to the action or proceeding;
if a quorum is not obtainable or if obtainable and a majority of disinterested
directors so directs, by independent legal counsel; or by the shareholders.
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<PAGE> 5
Section 1745 provides that expenses incurred by a Representative
in defending any action or proceeding referred to in Subchapter D of Chapter 17
of the BCL may be paid by the corporation in advance of the final disposition of
such action or proceeding upon receipt of an undertaking by or on behalf of the
Representative to repay such amount if it shall ultimately be determined that
such Representative is not entitled to be indemnified by the corporation.
Section 1746 provides generally that except in any case where 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
indemnification and advancement of expenses provided by Subchapter D of Chapter
17 of the BCL shall not be deemed exclusive of any other rights to which a
Representative seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in such Representative's official
capacity and as to action in another capacity while holding that office.
Section 1747 grants a corporation the power to purchase and
maintain insurance on behalf of any Representative against any liability
incurred by such Representative in his or her capacity as a Representative,
whether or not the corporation would have the power to indemnify such
Representative against that liability under Subchapter D of Chapter 17 of the
BCL.
Sections 1748 and 1749 apply the indemnification and advancement
of expenses provisions contained in Subchapter D of Chapter 17 of the BCL to
successor corporations resulting from consolidation, merger or division and to
service as a representative of a corporation or an employee benefit plan.
Section 1750 provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, Subchapter 17C of the BCL shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs and personal representative of such person.
Section 9 of Article IV of the Company's By-Laws provides
indemnification to directors for all actions taken by them and for all failures
to take action to the fullest extent permitted by Pennsylvania law against all
expense, liability and loss reasonably incurred or suffered by them in
connection with any threatened, pending or completed action, suit or proceeding
(including, without limitation, an action, suit or proceeding by or in the right
of the Corporation), whether civil, criminal, administrative, investigative or
through arbitration. Section 9 of Article IV of the Company's By-Laws also
permits the Company, by action of its board of directors, to indemnify officers,
employees and other persons to the same extent as directors. Amendments, repeals
or modifications of Section 9 of Article IV of the
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<PAGE> 6
Company's By-Laws apply to indemnitees prospectively only and such changes
require the consent of each of the directors affected by the change. No repeal
or amendment of the ByLaws will affect any or all of Section 9 of Article IV so
as either to reduce the limitation of directors' liability or limit
indemnification or the advancement of expenses in any manner unless adopted by
the unanimous vote of the directors of the Company then serving or the
affirmative vote of shareholders entitled to cast not less than a majority of
the votes that all shareholders are entitled to cast in the election of
directors. Section 9 of Article IV further permits the Company to maintain
insurance, at its expense, for the benefit of any person on behalf of whom
insurance is permitted to be purchased by Pennsylvania law against any such
expenses, liability or loss, whether or not the Company would have the power to
indemnify such person against such expense, liability or loss under Pennsylvania
or other law.
The Company has purchased directors' and officers' liability
insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following Exhibits are filed as part of this Registration
Statement:
4 Philadelphia Insurance Companies Directors Stock
Purchase Plan.
5 Opinion of Wolf, Block, Schorr and Solis-Cohen.
23.1 Consent of Coopers & Lybrand L.L.P., independent
accountants.
23.2 Consent of Wolf, Block, Schorr and Solis-Cohen
(contained in Exhibit 5).
24 Power of Attorney (included on signature page in
Part II of the Registration Statement).
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
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<PAGE> 7
1. 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, as amended (the "Securities Act");
(ii) To reflect in the 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 was registered) and any deviation from the low or
high and of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(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 (1)(i) and (1)(ii) do not apply if 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 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
2. That, for the purpose of determining any liability under the
Securities 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 offering thereof.
3. 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 undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.
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<PAGE> 8
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE> 9
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, 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 by the undersigned, thereunto duly
authorized, in Bala Cynwyd Pennsylvania, on this 19th day of June, 1997.
PHILADELPHIA CONSOLIDATED HOLDING CORP.
By: /s/ James J. Maguire
---------------------
James J. Maguire
Chairman of the Board, President
and Chief Executive Officer
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<PAGE> 10
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James J. Maguire and Craig P. Keller, and
each of them, the undersigned's true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place and stead, in any and all capacities, to sign any and
all amendments to this Registration Statement (including, without limitation,
post-effective amendments to this Registration Statement), and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
the undersigned might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities indicated, on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/James J. Maguire Chairman of the Board of Directors, June 19, 1997
- --------------------------- President and Chief Executive Officer
James J. Maguire (Principal Executive Officer)
/s/Craig P. Keller Vice President, Chief Financial June 19, 1997
- --------------------------- Officer and Secretary (Principal
Craig P. Keller Financial and Accounting Officer)
/s/Paul R. Hertel, Jr. Director June 18, 1997
- ---------------------------
Paul R. Hertel, Jr.
/s/Roger L. Larson Director June 18, 1997
- ---------------------------
Roger L. Larson
/s/Thomas J. McHugh Director June 18, 1997
- ---------------------------
Thomas J. McHugh
/s/Michael J. Morris Director June 19, 1997
- ---------------------------
Michael J. Morris
</TABLE>
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<TABLE>
<S> <C> <C>
/s/Sean S. Sweeney Director June 19, 1997
- ---------------------------
Sean S. Sweeney
/s/J. Eustace Wolfington Director June 16, 1997
- ---------------------------
J. Eustace Wolfington
</TABLE>
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<PAGE> 12
PHILADELPHIA INSURANCE COMPANIES
DIRECTORS STOCK PURCHASE PLAN
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DOCUMENT METHOD OF FILING
- ----------- -------- ----------------
<S> <C> <C>
4 Philadelphia Insurance Companies
Directors Stock Purchase Plan. *
5 Opinion of Wolf, Block, Schorr and Solis-Cohen. *
23.1 Consent of Coopers & Lybrand, L.L.P.,
independent accountants. *
23.2 Consent of Wolf, Block, Schorr and Solis-Cohen
(contained in Exhibit 5). *
24 Power of Attorney (included on signature page in
Part II of the Registration Statement). *
</TABLE>
* Filed electronically herewith.
<PAGE> 1
EXHIBIT 4
PHILADELPHIA INSURANCE COMPANIES
DIRECTORS STOCK PURCHASE PLAN
1. Purpose and Date of Adoption.
(a) The purpose of the Philadelphia Insurance Companies
Directors Stock Purchase Plan (the "Plan") is to assist the Philadelphia
Consolidated Holding Corp., a Pennsylvania corporation (the "Company") in
retaining and/or recruiting new non-employee members of the Board (as
hereinafter defined) by offering them a greater stake in the Company's success
and a closer identity with it. This is to be accomplished by providing the
non-employee members of the Company's Board of Directors a continuing
opportunity to purchase Shares (as hereinafter defined) from the Company through
monthly offerings.
(b) The Plan is adopted by the Company effective May 8,
1997, subject to the approval of the Plan by the Company's shareholders.
2. Definitions. For purposes of the Plan:
"Agent" means a person appointed by the Committee to
perform such duties as are entrusted to such Agent under the authority of
Section 3(d) of the Plan.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as
amended.
"Committee" means the committee described in Section 3.
"Company" means Philadelphia Consolidated Holding Corp., a
Pennsylvania corporation.
"Fair Market Value" on any date means the closing price
for Shares as reported on the NASDAQ National Market, or as reported on such
other stock exchange, wherever the Shares may be listed, on such date as
reported in the Wall Street Journal, or if there is no closing price reported,
then Fair Market Value of a Share shall mean the average between the closing bid
and asked prices for Shares on such date as reported. If there are no sales
reports or bid or asked quotations, as the case may be, for a given date, the
closest preceding date on which there were sales reports or bid or asked
quotations shall be used. If the Committee determines, in its discretion, that
such valuation does not accurately reflect the value of the Shares or if Shares
are not publicly traded, the Fair Market Value of a Share shall be determined by
the Committee.
"NASDAQ" means the National Association of Security
Dealers, Inc. Automated Quotations System.
<PAGE> 2
"Offering Period" means each calendar month commencing
with the first Offering Period and terminating with the last full month prior to
the termination of the Plan. The first Offering Period shall commence on June 1,
1997.
"Participant" means any non-employee member of the Board
who makes an election to participate in the Plan in accordance with Section 5.
"Plan" means the Philadelphia Insurance Companies
Directors Stock Purchase Plan as set forth in this document, and as may be
amended from time to time.
"Plan Year" means the calendar year, except that the first
Plan Year shall be the short period commencing on June 1, 1997 and ending
December 31, 1997.
"Purchase Date" means the last business day of each
Offering Period.
"Purchase Price" means the lesser of 85% of the Fair
Market Value of a Share on (i) the first business day of the Offering Period or
(ii) the Purchase Date.
"Share" or "Shares" means a share or shares of Common
Stock, no par value, of the Company.
"Subscription Agreement" means the agreement, in a form
established by the Committee, between the Participant and the Company pursuant
to which the Participant agrees to purchase Shares pursuant to the Plan.
3. Administration of the Plan. The Plan shall be administered by
the Company's compensation committee, or by such other committee as may be
designated by the Board, or by the Board itself, as determined from time to time
at the discretion of the Board. The compensation committee of the Company or any
other committee designated to administer the Plan by the Board, or the Board in
its capacity as administrator of the Plan are all referred to herein as the
"Committee." Subject to the express provisions of the Plan, the Committee shall
have full discretionary authority to interpret the Plan, to issue rules for
administering the Plan, to change, alter, amend or rescind such rules, and to
make all other determinations necessary or appropriate for the administration of
the Plan. All determinations, interpretations and constructions made by the
Committee with respect to the Plan shall be final and conclusive.
(a) Meetings. The Committee shall hold meetings at such
times and places as it may determine, shall keep minutes of its meetings, and
shall adopt, amend and revoke such rules or procedures as it may deem proper;
provided, however, that it may take action only upon the agreement of a majority
of the whole Committee. Any action which the Committee shall take through a
written instrument signed by a majority of its members shall be as effective as
though it had been taken at a meeting duly called and held. The Committee shall
report all actions taken by it to the Board.
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<PAGE> 3
(b) Exculpation. No member of the Committee shall be
personally liable for monetary damages as such for any action taken or any
failure to take any action in connection with the administration of the Plan
unless (i) the member of the Committee has breached or failed to perform the
duties of his office under Subchapter B of Chapter 17 of the Pennsylvania
Business Corporation Law of 1988, as amended, and (ii) the breach or failure to
perform constitutes self-dealing, willful misconduct or recklessness; provided,
however, that the provisions of this Section 3(b) shall not apply to the
responsibility or liability of a member of the Committee pursuant to any
criminal statute or to the liability of a member of the Committee for the
payment of taxes pursuant to local, state or federal law.
(c) Indemnification. Service on the Committee shall
constitute, for purposes of rights to indemnification from the Company, service
as a member of the Board. Each member of the Committee shall be entitled,
without further act on his part, to indemnity from the Company and limitation of
liability to the fullest extent provided by applicable law and by the Company's
Articles of Incorporation and/or bylaws in connection with or arising out of any
action, suit or proceeding with respect to the administration of the Plan in
which he or she may be involved by reason of his or her being or having been a
member of the Committee, whether or not he or she continues to be such member of
the Committee at the time of the action, suit or proceeding.
(d) Agent. The Committee may engage an Agent to purchase
Shares on each Purchase Date and to perform custodial and recordkeeping
functions for the Plan, such as holding record title to the Participants' Share
certificates and providing periodic status reports to such Participants.
(e) Delegation. The Committee shall have full
discretionary authority to delegate ministerial functions to management of the
Company.
4. Eligibility. Each non-employee member of the Board shall be
eligible to participate in the Plan as of the first day of any Offering Period
by filing a Subscription Agreement in accordance with the provisions of the
Plan.
5. Election to Participate.
(a) Initial Subscription Agreements. Each non-employee
member of the Board desiring to become a Participant must file with the
Committee a Subscription Agreement specifying the portion of his fees to be used
for the purchase of Shares during each Offering Period commencing with the first
Offering Period commencing after the receipt by the Committee of the
Participant's Subscription Agreement.
(b) Subsequent Subscription Agreements. A Participant
shall continue to participate in the Plan for each subsequent Offering Period
following the first Offering Period after receipt of a Subscription Agreement
for such Participant, unless the Participant files a written notice with the
Committee of his or her intent to terminate his or her participation in the
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<PAGE> 4
Plan. A Participant may change the terms of his or her participation in the Plan
by filing with the Committee a new Subscription Agreement specifying the terms
of his or her participation for subsequent Offering Periods.
6. Conditions and Terms of Purchases of Shares.
(a) Each non-employee member of the Board shall be
eligible to elect to participate in the Plan by filing a Subscription Agreement
with the Committee and shall commence his or her participation in the Plan as of
the first day of the next Offering Period. The Participant shall indicate the
portion (which can be specified as a dollar amount or a percentage, which can be
up to 100%) of his or her fees otherwise payable in cash to him or her in his
capacity as a member of the Board during the Offering Period that is to be used
to acquire Shares under the terms of the Plan.
(b) Each Participant shall be granted on the Purchase Date
that number of Shares which could be purchased at the applicable Purchase Price
as determined on the Purchase Date with the fees that the Participant has
elected to be used to acquire such Shares for the Offering Period; provided,
however, that no fractional shares shall be granted and the portion of the fees
which would have purchased a fractional share shall be paid in cash to the
Participant as soon as practicable following the Purchase Date.
(c) The Subscription Agreement filed by a Participant
shall remain in effect for each subsequent Offering Period, unless such
Subscription Agreement is either amended by means of filing a new Subscription
Agreement or revoked in writing by the Participant. Any amendment to or
revocation of a Subscription Agreement must be filed with the Committee prior to
the first day of the Offering Period for which such amendment or revocation is
to be effective.
(d) The Shares granted to a Participant shall be, for all
purposes, treated as Shares owned by the Participant as of the relevant Purchase
Date (notwithstanding any delay in the issuance of a certificate for such Shares
until the end of the calendar year) and such Participant shall have all rights
to vote such Shares and to receive any dividends paid with respect to such
Shares. In the event of any non-cash dividend (such as a share dividend, or the
like) any such non-cash dividends shall be distributed to the Participant at the
same time as the certificate for the Shares is distributed.
7. Adjustment of Shares on Application of Aggregate Limits. If
the total number of Shares that would be purchased pursuant to properly filed
Subscription Agreements for a particular Offering Period exceeds the number of
Shares then available for purchase under the Plan, then the number of available
Shares shall be allocated among the Participants filing Subscription Agreements
for such Offering Period pro-rata on the basis of the amount of fees each
Participant has specified for the acquisition of Shares under the Plan in each
such Subscription Agreement. To the extent that the full amount of the fees
which have been elected to be used for the acquisition of Shares under the Plan
for a particular Offering Period cannot be
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<PAGE> 5
so used by virtue of the number of Shares then available for purchase under the
Plan, such fees shall be paid in cash to each Participant as soon as practicable
after the Purchase Date.
8. Shares Subject to Plan. The aggregate maximum number of
Shares that may be issued pursuant to the Plan is twenty-five thousand (25,000),
subject to adjustment as provided in Section 16 of the Plan. The Shares
delivered pursuant to the Plan may, at the option of the Company, be Shares
purchased specifically for purposes of the Plan, shares otherwise held in
treasury or Shares originally issued by the Company for such purpose.
9. Distribution of Certificates. Each Participant shall receive
a certificate or certificates for those Shares acquired pursuant to the Plan as
soon as practicable after the end of each calendar year; provided, however, that
a certificate for any Shares held for any Participant whose service as a member
of the Board terminates for any reason shall be distributed to such Participant
as soon as practicable following his or her termination of service.
10. Registration of Certificates. Each certificate distributed
to a Participant may be registered only in the name of the Participant, or, if
the Participant so indicated on the Participant's Subscription Agreement, in the
Participant's name jointly with a member of the Participant's family, with right
of survivorship. A Participant who is a resident of a jurisdiction which does
not recognize such a joint tenancy may have certificates registered in the
Participant's name as tenant in common or as community property with a member of
the Participant's family without right of survivorship.
11. Voting. The Agent shall vote all Shares held for the benefit
of a Participant in accordance with the Participant's instructions.
12. Termination of Service as a member of the Board. In the
event of a Participant ceases to serve as a member of the Board during an
Offering Period, such Participant's Subscription Agreement for such Offering
Period shall be deemed to have been revoked as of the beginning of such Offering
Period and such Participant's fees, if any, payable with respect to his or her
service during such Offering Period shall be paid in cash to the Participant or
to such Participant's estate if his or her termination of Service occurred on
account of his or her death.
13. Rights Not Transferable. Rights under the Plan are not
transferable by a Participant and are exercisable during the Participant's
lifetime only by the Participant.
14. No Right to Continued Service. Neither the Plan nor any
right granted under the Plan shall confer upon any Participant any right to
continuance of service as a member of the Board of Directors of the Company, or
interfere in any way with the right of the Company to terminate the employment
of such Participant.
15. Application of Funds. All funds received or held by the
Company under this Plan may be used for any corporate purpose.
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<PAGE> 6
16. Adjustments in Case of Changes Affecting Shares. In the
event of a subdivision or split of outstanding Shares, or the payment of a stock
dividend, the Share limit set forth in Section 9 shall be adjusted
proportionately, and such other adjustments shall be made as may be deemed
equitable by the Committee.
17. Amendment of the Plan. The Board may at any time, or from
time to time, amend the Plan in such manner as it may deem advisable.
Nevertheless, the Board may not (i) increase the maximum number of shares that
may be issued pursuant to the Plan (ii) materially increase the benefits
accruing to Participants under the Plan, or (iii) modify the requirements as to
eligibility for participation in the Plan without obtaining approval, within
twelve months before or after such action, of the shareholders if any applicable
provisions of the corporate charter, bylaws, applicable State or other law or
any applicable rules of any security exchange on which the Company's shares are
then listed require such shareholder approval for such amendment, in which case
such approval shall be in accordance with the method and degree of shareholder
approval required under such corporate charter, bylaws, applicable State or
other law or applicable rules of any security exchange on which the Company's
shares are then listed.
18. Termination of the Plan. The Plan and all rights of
Participants under any offering hereunder shall terminate at such time as the
Board, at its discretion, determines to terminate the Plan. Upon termination of
this Plan, any Shares held for Participants shall continue to be held for the
Participant's benefit in connection with a successor plan, if any, or, if there
is no successor plan, certificates for such Shares shall be forwarded to the
Participant as soon as practicable.
19. Governmental Regulations.
(a) Anything contained in this Plan to the contrary
notwithstanding, the Company shall not be obligated to sell or deliver any
Shares or certificates for Shares under this Plan unless and until the Company
is satisfied that such sale or delivery complies with (i) all applicable
requirements of the governing body of the principal market in which such Shares
are traded, (ii) all applicable provisions of the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations thereunder and (iii) all
other laws or regulations by which the Company is bound or to which the Company
is subject. If required as a condition to the sale and/or delivery of Shares or
certificates for Shares under the Plan, a Participant shall represent and
warrant to the Company that his purchase and receipt of such Shares or
certificates for Shares shall be for investment and not with a view to
distribution, provided that such representation and warranty shall be
inoperative if, in the opinion of counsel to the Company, such sale of Shares or
certificates for Shares constitutes a sale or distribution pursuant to an
applicable effective registration statement under the Securities Act of 1933 or
is exempt from registration under such Act.
6
<PAGE> 7
(b) The Company may make such provisions as it may deem
appropriate for the withholding of any taxes or payment of any taxes which it
determines it may be required to withhold or pay in connection with any Shares.
The obligation of the Company to deliver certificates under this Plan is
conditioned upon the satisfaction of the provisions set forth in the preceding
sentence.
20. Section 16 Restrictions. Notwithstanding any other provision
of the Plan, each Participant and each grant under the Plan shall be subject to
such restrictions as are required so that transactions under the Plan by such
Participant shall be exempt from Section 16(b) of the Exchange Act.
21. Repurchase of Shares. The Company shall not be required to
repurchase from any Participant any Shares which such Participant acquires under
the Plan.
7
<PAGE> 1
EXHIBIT 5
[WOLF, BLOCK, SCHORR AND SOLIS-COHEN LETTERHEAD]
June 19, 1997
Philadelphia Consolidated Holding Corp.
One Bala Plaza
Suite 100
Bala Cynwyd, PA 19004
RE: Registration Statement on Form S-8 Relating to the
Philadelphia Insurance Companies Directors Stock Purchase
Plan
Ladies and Gentlemen:
As counsel to Philadelphia Consolidated Holding Corp., a
Pennsylvania corporation (the "Company"), we have assisted in the preparation of
a Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to 25,000 shares of the Company's Common Stock, no par value
(the "Common Stock"), that may be issued under the Philadelphia Insurance
Companies Directors Stock Purchase Plan (the "Plan").
In this connection, we have examined the Company's Articles of
Incorporation and Bylaws, the Plan and such other documents and corporate
records relating to the Company and the issuance of the Common Stock as we have
deemed appropriate. In all examinations of documents, instruments and other
papers, we have assumed the genuineness of all signatures on original and
certified documents and the conformity with original and certified documents of
all copies submitted to us as conformed, photostatic or other copies. As to
matters of fact which have not been independently established, we have relied
upon representations of officers of the Company.
Based upon the foregoing, it is our opinion that the shares of
Common Stock offered and to be offered under the Plan are duly authorized and,
when issued and sold pursuant to the terms of the Plan, will be legally issued,
fully paid and non-assessable.
BLUE BELL, PA - CAMDEN, NJ - HARRISBURG, PA - NORRISTOWN, PA - WILMINGTON, DE
<PAGE> 2
Philadelphia Consolidated Holding Corp.
June 19, 1997
Page 2
We hereby expressly consent to the inclusion of this opinion as
an exhibit to the Registration Statement.
Very truly yours,
/s/WOLF, BLOCK, SCHORR and SOLIS-COHEN
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of Philadelphia Consolidated Holding Corp. and Subsidiaries on
Form S-8 of our report dated February 7, 1997, on our audits of the
consolidated financial statements and financial statement schedules of
Philadelphia Consolidated Holding Corp. and Subsidiaries as of December 31,
1996 and 1995 and for each of the three years in the period ended December 31,
1996 which report is incorporated by reference in the Annual Report on Form
10-K.
/s/ Coopers & Lybrand, L.L.P.
- -----------------------------
Coopers & Lybrand, L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
June 19, 1997
