<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Philadelphia Consolidated Holding Corp.
-----------------------------------------
(Name of Issuer)
Common Stock, No Par Value
-----------------------------------------
(Title of Class of Securities)
717528 10 3
-----------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing 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
no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
*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 the disclosures provided in a prior cover page.
The information required in 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).
(Continued on following page(s))
Page 1 of 7 Pages
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CUSIP NO. 717 528 10 3 13G PAGE 2 OF 7 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James J. Maguire
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
5 SOLE VOTING POWER
2,306,746
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 880,250
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 2,306,746
8 SHARED DISPOSITIVE POWER
880,250
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,186,996
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
43.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 717 528 10 3 13G PAGE 3 OF 7 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frances Maguire
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
5 SOLE VOTING POWER
100,000
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 880,250
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 100,000
8 SHARED DISPOSITIVE POWER
880,250
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
980,250
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.1%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 10549
---------------------------------
SCHEDULE 13G UNDER THE SECURITIES
EXCHANGE ACT OF 1934
---------------------------------
ITEM 1. SECURITY AND ISSUER:
The Issuer's name is Philadelphia Consolidated Holding Corp. and its
executive offices are located at Suite 100, One Bala Plaza, Bala Cynwyd,
Pennsylvania 19004.
Item 2. IDENTITY AND BACKGROUND:
This statement is being filed by James J. Maguire and Frances
Maguire, both United States citizens whose principal business offices are
located at Suite 100, One Bala Plaza, Bala Cynwyd, Pennsylvania 19004, with
respect to shares of the Issuer's Common Stock, no par value (CUSIP Number
717528 10 3) ("Common Stock").
Page 4 of 7 Pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
Not Applicable.
ITEM 4. OWNERSHIP:
James J. Maguire beneficially owns 3,186,996 shares of Common Stock
representing 43.2% of the Common Stock, and Frances Maguire, the wife of James
J. Maguire, beneficially owns 980,250 shares of Common Stock, representing
16.1% of the Common Stock, as calculated in accordance with Rule 13d-3(d)(1).
Mr. Maguire has shared power to vote or direct the vote and shared power to
dispose of or direct the disposition over 880,250 shares of Common Stock, which
he jointly owns with his spouse, Frances Maguire. In addition, Mr. Maguire has
sole power to vote or direct the vote and sole power to dispose or direct the
disposition over 1,306,746 shares of stock as a result of immediately
exercisable options which Mr. Maguire holds to acquire 1,306,746 shares of
Common Stock, and Frances Maguire has sole power to dispose of or direct the
disposition of 100,000 shares of Common Stock. In February 1995, Mr. and Mrs.
Maguire transferred 1,000,000 shares held jointly by them to Mr. Maguire
individually; and Mr. Maguire then immediately transferred these shares to The
James J. Maguire 1995 Annuity Trust. On March 5, 1996 and on February 21, 1997,
247,950 and 181,653 of those shares, respectively, were distributed by the
Trust to Mr. Maguire, the beneficiary thereof. As long as shares remain in the
Trust, Mr. Maguire has the ability to reacquire them due to a provision of the
Trust allowing substitution of assets of equal value by Mr. Maguire. Mr. and
Mrs. Maguire disclaim beneficial ownership of the 570,397 shares remaining in
the Trust. Mr. Maguire disclaims beneficial ownership of the 100,000 shares
held in Mrs. Maguire's name alone.
Page 5 of 7 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:
Not Applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY:
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP:
Not Applicable.
Page 6 of 7 Pages
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ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not Applicable.
ITEM 10. CERTIFICATION:
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete, and correct.
/s/ James J. Maguire
------------------------
Signature
James J. Maguire
/s/ Frances Maguire
------------------------
Signature
Frances Maguire
Dated: April 18, 1997
Page 7 of 7 Pages
