<PAGE> 1
As filed with the Securities and Exchange Commission on December 23, 1999
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
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 or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation)
ONE BALA PLAZA, SUITE 100
BALA CYNWYD, PA 19004
(610) 617-7900
FAX: (610) 617-7600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
MR. JAMES J. MAGUIRE, CHIEF EXECUTIVE OFFICER
OR
MR. CRAIG P. KELLER, SECRETARY
ONE BALA PLAZA, SUITE 100
BALA CYNWYD, PENNSYLVANIA 19004
(610) 617-7900
FAX: (610) 617-7600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
MICHAEL M. SHERMAN, ESQUIRE
WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP
1650 ARCH STREET
22ND FLOOR
PHILADELPHIA, PENNSYLVANIA 19103-2097
(215) 977-2236
FAX: (215) 977-2334
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this registration statement.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
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If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Shares Amount to be Aggregate Price Aggregate Offering Amount of
to be Registered Registered Per Share(1) Price(1) Registration Fee
---------------- ---------- ------------ -------- ----------------
<S> <C> <C> <C> <C>
Common Stock, 1,037,772 $15.25 $15,826,023 $4,179
no par value
</TABLE>
(1) Estimated solely for the purpose of calculating the aggregate
offering price and the registration fee pursuant to Rule 457(c) promulgated
under the Securities Act of 1933, as amended, and computed on the basis of
$15.25 per share, which price is the average of the high and low sales prices of
the common stock as reported on the Nasdaq National Market of the Nasdaq Stock
Market Inc. on December 20, 1999.
The Registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE> 3
The information in this prospectus is not complete and may be changed. The
selling shareholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
Subject to completion, Dated December 23, 1999
SELLING SHAREHOLDER
PROSPECTUS
PHILADELPHIA CONSOLIDATED HOLDING CORP.
1,037,772 SHARES OF COMMON STOCK, NO PAR VALUE
FOR SALE BY SELLING SHAREHOLDERS
The shareholders of Philadelphia Consolidated Holding Corp. who are
identified in this prospectus are offering up to 1,037,772 shares of our common
stock under this prospectus. We will not receive any of the proceeds from the
sale of the shares.
The selling shareholders may offer and sell their shares of common
stock that are covered by this prospectus from time to time in one or more
transactions to or through brokers or dealers, who may be acting as
underwriters, or directly with investors or other purchasers, at a fixed price
or prices, which may be changed, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. To the extent required, we will describe the specific shares to be sold,
the terms of the offering, including price, the names of any agent, dealer or
underwriter, and any applicable commission, discount or other compensation with
respect to a particular sale in an accompanying prospectus supplement.
Our common stock is listed on the Nasdaq National Market of the
Nasdaq Stock Market Inc. under the symbol PHLY. On December 22, 1999, the last
reported sale price of the common stock on the Nasdaq National Market was
$15.00 per share.
Investing in our common stock involves risks which are described in
the "Risk Factors" section beginning on page 3 of this prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. any representation to the
contrary is a criminal offense.
Our principal executive offices are located at One Bala Plaza, Suite
100, Bala Cynwyd, Pennsylvania, 19004 (telephone number: (610) 617-7900).
The date of this prospectus is , 1999.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
RISK FACTORS...................................................................... 3
THE COMPANY....................................................................... 10
SELLING SHAREHOLDERS
AND RELATED INFORMATION................................................ 12
PLAN OF DISTRIBUTION.............................................................. 14
USE OF PROCEEDS................................................................... 14
WHERE YOU CAN FIND MORE INFORMATION --
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE...................... 14
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS........................................ 16
LEGAL OPINIONS.................................................................... 16
EXPERTS........................................................................... 16
</TABLE>
______________
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RISK FACTORS
Our holding company structure and the government regulations that apply to our
insurance company subsidiaries limit our ability to receive funds from our
subsidiaries
We are a holding company. Our principal assets currently consist of
all or substantially all of the equity interests of our subsidiaries listed
below:
- - Philadelphia Indemnity Insurance Company;
- - Philadelphia Insurance Company;
- - Maguire Insurance Agency, Inc.;
- - PCHC Investment Corp., a Delaware investment corporation;
- - PCHC Financing I, a Delaware business trust;
- - The Jerger Company, Inc., an insurance holding company;
- - MHIA Premium Finance Company;
- - Mobile Homeowners Insurance Agencies, Inc.;
- - Liberty American Insurance Company, formerly known as Mobile United
Property and Casualty Insurance Company, Inc.; and
- - Mobile USA Insurance Company
Philadelphia Indemnity Insurance Company, Philadelphia Insurance
Company, Mobile United Property and Casualty Insurance Company, Inc. and Mobile
USA Insurance Company, Inc. are insurance companies. Maguire Insurance Agency,
Inc. is an underwriting manager and Mobile Homeowners Insurance Agencies, Inc.
is a managing general agency.
Our primary sources of funds are dividends and payments from our
subsidiaries that we receive under tax allocation agreements. Our insurance
company subsidiaries are subject to significant government regulation. Our
ability to receive dividends and loans from our insurance company subsidiaries
is restricted by these regulations. Accumulated profits of our insurance company
subsidiaries from which dividends may be paid totaled $85.1 million at December
31, 1998. Of this amount, our insurance company subsidiaries are entitled to pay
a total of approximately $20.1 million of dividends in 1999 without obtaining
prior approval from the department of insurance for the state in which the
insurance subsidiary is domiciled. Further, our right to receive any
distribution of assets from a subsidiary if it liquidates its assets or
undergoes a reorganization or other similar transaction is subject to the prior
claims of creditors of that subsidiary, except to the extent, if any, that we
are recognized as a creditor of the subsidiary. In that event, the ability of a
holder of our common stock to benefit indirectly from the distribution
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would be similarly restricted. At September 30, 1999, our subsidiaries had total
liabilities (excluding liabilities owed to us) of approximately $317.0 million.
Extensive regulation of our insurance company subsidiaries may adversely affect
our profitability
Our insurance company subsidiaries are subject to a substantial
degree of regulatory oversight, which generally is designed to protect the
interests of policyholders as opposed to the interests of investors, such as the
holders of our common stock. Such regulation relates to:
- - authorized lines of business;
- - capital and surplus requirements;
- - investment limitations;
- - underwriting limitations;
- - required participation in shared property-casualty insurance markets
or pooling arrangements;
- - transactions with affiliates;
- - dividend limitations;
- - changes in control; and
- - a variety of other financial and non-financial components of an
insurance company's business.
New regulations and legislation have been proposed, and are likely to
be proposed in the future, from time to time to (1) limit damage awards; (2)
bring the industry under regulation by the federal government; (3) control
premiums, policy terminations and other policy terms; and (4) impose new taxes
and assessments. It is not possible to determine whether any of these proposals
will be adopted in any jurisdictions and, if so, in what form or in what
jurisdictions. Accordingly, the impact of these initiatives on us is impossible
to determine.
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Adverse conditions in the property and casualty insurance market could have an
adverse effect on our financial condition and results of operations
Our insurance company subsidiaries write:
- - specialized commercial property and casualty insurance products for
- non-profit and social services organizations,
- the auto rental and leasing industries,
- homeowners associations,
- the health, fitness and wellness industry, and
- private schools;
- - select classes of specialty property risks and inland marine
insurance;
- - select classes of professional liability insurance; and
- - mobile homeowners, preferred homeowners and Federal Flood insurance.
Historically, the financial performance of the property and casualty
insurance industry has tended to fluctuate in cyclical patterns of soft markets,
in which pricing is relatively low, followed by hard markets, in which pricing
levels are higher. Although an individual company's financial performance is
dependent on its own specific business characteristics, the profitability of
most property and casualty insurance companies tends to follow this cyclical
market pattern. At present, the property and casualty insurance industry is
experiencing a prolonged soft market. Further deterioration of the market could
have an adverse effect on our financial condition and operations. There can be
no assurance that a hard market will emerge or that the current market will not
worsen.
If our insurance company subsidiaries' ratings are downgraded, our competitive
position, financial condition and results of operations would be adversely
affected
Our insurance company subsidiaries are rated "A+" (Superior) by A.M.
Best Company. According to A.M. Best Company, the "A+" (Superior) rating is
assigned to companies that have, on balance, superior financial strength,
operating performance and market profile, when compared to the standards
established by the A.M. Best Company, and have a very strong ability to meet
their ongoing obligations to policyholders. A.M. Best Company ratings are based
upon factors relevant to policyholders and are not directed toward the
protection of investors, such as holders of our common stock. Our insurance
company subsidiaries also possess an "A" claims paying ability rating by
Standard & Poor's. According to Standard & Poor's, insurers rated "A" offer good
financial security for policyholders. We believe that the ratings assigned by
A.M. Best Company and Standard & Poor's are important factors in marketing our
products. If these
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ratings were to be downgraded in the future, it is likely that our competitive
position and, as a result, our financial condition and results of operations,
would be adversely affected.
If the reserves we have established for losses and loss adjustment expenses are
not adequate, we may be required to increase our reserves which could result in
reductions in net income and policyholder's surplus, downgrading of ratings of
our insurance company subsidiaries and adverse regulatory consequences
We establish reserves for losses and loss adjustment expenses
representing our best estimate of the losses and loss adjustment expenses we
will incur on existing insurance policies. We obtain periodic actuarial reviews
and an annual statement of actuarial opinion on loss and loss adjustment expense
reserves by independent actuaries. While we believe that our reserves for losses
and loss adjustment expenses are adequate, loss and loss adjustment expenses
reserves necessarily are based on assumptions as to future events. Accordingly,
actual losses and loss adjustment expenses may vary from established reserves.
If our reserves are later determined to be understated, we will be required to
increase reserves with a corresponding reduction in net income in the period in
which the deficiency is identified. Furthermore, changes in inflation, claim
settlement patterns, legislative activity and litigation trends may have a
substantial impact on our future loss experience. Accordingly, there can be no
assurance that our reserves will be adequate to cover actual losses. If we are
required to strengthen reserves, such action could result in a reduction in
policyholders' surplus, a downgrading of our insurance company subsidiaries'
ratings and/or adverse regulatory consequences.
Continued availability of reinsurance to insure against a portion of our risk is
important to our financial condition and operations
We purchase reinsurance coverage to insure against a portion of our
risk on policies we write directly. Limiting our insurance risks through
reinsurance will continue to be important to us. Reinsurance does not affect our
direct liability to our policyholders on the business we write. Although our
reinsurance is currently maintained with reinsurers rated "A" (Excellent) or
better by A.M. Best, a reinsurer's insolvency or inability to make payments
under the terms of its reinsurance treaty with us could have a material adverse
effect on us. In addition, there can be no assurance that reinsurance will
remain continuously available to us to the same extent and on the same terms as
are currently available.
If we are not able to compete successfully with our competitors, some of whom
are larger and have greater resources, our results of operations and financial
condition may be adversely affected
The commercial property and casualty insurance industry is highly
competitive. Many of our existing and potential competitors are larger, have
considerably greater financial and other resources, have greater experience in
the insurance industry and offer a broader line of insurance products than we
offer. Not only do we compete with other insurers, but we also compete with
other forms of insurance organizations, such as self-insurance mechanisms. If we
are not able to compete successfully with our competitors, our results of
operations and financial condition may be adversely affected.
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The success of our business is dependent on key personnel
The success of our business is dependent on the efforts and abilities
of our principal executive officers, particularly James J. Maguire, our founder,
principal shareholder, Chairman of the Board and Chief Executive Officer. We
maintain $3.6 million of "key man" insurance on Mr. Maguire's life. However, Mr.
Maguire does not have an employment contract with us and there can be no
assurance that he will remain in his present positions for any period of time.
If we were to lose the services of Mr. Maguire or other principal executive
officers, there could be a material adverse effect on our business.
We have controlling shareholders who have the practical ability to elect all of
our directors and to prevent a change of control contrary to the interests of
other shareholders
James J. Maguire and his wife, Frances Maguire, beneficially own 37.5%
of our common stock. Therefore, Mr. and Mrs. Maguire have a substantial level of
control over us and over matters submitted to our shareholders. Mr. James J. and
Mrs. Frances Maguire are likely to have the practical ability to elect all of
our directors and to prevent a potential change of control (even if such change
of control would be advantageous to the public investors).
Year 2000 readiness disclosure: due to Year 2000 issues, there is a risk of
failure of our systems and increased claims on policies we write that could
affect our operations, liquidity or financial position
Many existing computer programs use only two digits, instead of four,
to identify a year in the date field. These programs were designed and developed
without considering the impact of the upcoming change in the century. If not
corrected, many computer applications could fail or create incorrect results on
or after the Year 2000. The Year 2000 issue affects computer and information
technology systems, as well as non-information technology systems which include
embedded technology such as micro-processors and micro-controllers (or
micro-chips) that have date sensitive programs that may not properly recognize
the year 2000 or beyond. If the systems and products we use are not properly
equipped to identify and recognize the year 2000, our information technology
systems and non-information technology systems could fail or create erroneous
results.
We have completed a Year 2000 readiness assessment of our information
technology systems and non-information technology systems and have repaired or
replaced systems or components of systems that we have identified as Year 2000
non-compliant. This process was completed during the first quarter of 1999. We
are not aware of any remaining Year 2000 issues with respect to our systems that
are reasonably likely to have a material adverse effect on our operations or
financial condition. However, we can give no assurance in that regard.
We also have completed a Year 2000 readiness assessment of material
third parties with whom we maintain significant business relationships. We
completed this process during the second quarter of 1999. We are not aware of
any remaining Year 2000 issues with respect to material third parties that are
reasonably likely to have a material adverse effect on our operations
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or financial condition. However, we are not in a position to determine whether
in fact material third parties will be affected by Year 2000 issues.
The total cost associated with required modifications to become Year
2000 compliant has not had a material effect on our operations or financial
condition. The total amount that we expended on the project through September
30, 1999 was approximately $125,000, which related primarily to information
technology systems and non-information technology systems. This amount came from
our operating funds.
We have not established contingency plans for non-compliance of our
information technology systems or non-information technology systems since we
have completed our systems assessments and have repaired or replaced systems or
components of systems that we identified as Year 2000 non-compliant. We are not
aware of any remaining Year 2000 issues with respect to those assessments that
are reasonably likely to have a material adverse effect on our operations or
financial condition. We completed our review of the Year 2000 readiness of
material third parties by June 30, 1999. Presently, we are not aware of any
major third party issues. If we become aware of a non-compliant material third
party, we will develop a contingency plan which would potentially include
replacing non-compliant material third party vendors or suppliers.
We use computer systems in virtually all aspects of our business. We
also maintain relationships with a number of vendors, suppliers and customers
whose own states of readiness with regard to the Year 2000 issue could
potentially impact us. These parties include software, hardware, and
telecommunication providers, banks and investment brokers, reinsurers and
reinsurance intermediaries, certain agents and utilities. The failure to correct
a material Year 2000 issue or a material third party issue could adversely
impact operations, liquidity and financial position. Due to the uncertainty
involved in the Year 2000 issue, we are unable to determine whether the
consequences of Year 2000 failures will have a material impact on our statement
of operations, liquidity or financial position. However, we believe that the
completion of our Year 2000 project should reduce the risk of significant
interruption of our operations by Year 2000 issues.
Additionally, we issue professional liability coverage, including
directors and officers liability, and commercial multi-peril insurance policies.
Coverage under certain of these policies may cover losses suffered by insureds
as a result of the Year 2000 issues. We write our professional liability
policies on a "claims made and reported" basis. Since early 1997 approximately
50% of these policies have included a Year 2000 exclusion endorsement. We
include a Year 2000 exclusion endorsement on virtually all new or renewing
professional liability policies providing coverage effective January 1, 1999 and
thereafter. On occasion, for qualifying accounts, our underwriters may remove
the exclusion after receipt and review of a satisfactory supplemental
application (which includes a warranty statement) and other underwriting
information. With respect to our commercial multi-peril policies, we believe
that we should not be held liable for claims arising from the Year 2000 issue
under our comprehensive general liability policies. However, we cannot determine
whether or to what extent courts may find liability for such claims.
Additionally, we could incur significant expense to contest Year 2000 issue
coverage claims, even if we prevail in our position. As a result, we
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cannot presently determine what, if any, insurance exposure we may ultimately
have for Year 2000 issue claims.
There can be no assurances that Year 2000 issues will not materially
adversely affect the Company.
Claims related to catastrophic events could result in catastrophe losses that
could have an adverse effect on our operating results and financial condition
It is possible that a catastrophic event could have an adverse effect
on the operating results and financial condition of one or more of our insurance
subsidiaries. Catastrophes may result from a variety of events or conditions,
including hurricanes, windstorms, earthquakes, hail and other severe weather
conditions. It is not possible to predict with certainty when these catastrophes
will occur or how severe they will be.
We generally try to reduce our exposure to catastrophe losses through
underwriting and the purchase of catastrophe reinsurance. Nevertheless,
reinsurance may prove inadequate. Furthermore, a number of states from time to
time have passed legislation that has had the effect of limiting the ability of
insurers to manage risk, such as legislation prohibiting an insurer from
withdrawing from catastrophe-prone areas.
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THE COMPANY
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. You should assume that the
information appearing in this prospectus, as well as information we previously
filed with the Securities and Exchange Commission and incorporated by reference,
is accurate as of the date on the front cover of this prospectus only. Our
business, financial condition, results of operations and prospects may have
changed since that date. The selling shareholders are not making an offer to
sell these securities in any jurisdiction where the offer or sale is not
permitted.
All reference to "we" or "us" or "Philadelphia Consolidated" in this
prospectus and any accompanying prospectus supplement mean Philadelphia
Consolidated Holding Corp. and its consolidated subsidiaries, except where it is
made clear that the term means only Philadelphia Consolidated Holding Corp.
Philadelphia Consolidated Holding Corp. was incorporated in
Pennsylvania in 1984 to serve as a holding company for its subsidiaries.
We design property and casualty insurance products incorporating
value-added coverages and services for select target industries or niches. We
use a "mixed" marketing strategy in which our production underwriting
organization markets our insurance products to the insured, directly or through
our preferred agents, and also accepts business from independent insurance
brokers. Our production underwriting organization operates from proprietary
field offices located across the United States and includes telemarketing staffs
at our regional offices and our Philadelphia home office.
We offer the following product lines:
Commercial automobile and excess liability. We have provided
Commercial Automobile Products to the leasing and rent-a-car industries for over
35 years. Products offered to the rent-a-car industry include coverage for the
business owner's property, dual interest liability, and physical damage on the
rental vehicle.
Additionally, through arrangements with a number of the largest
rent-a-car companies, we offer our excess liability product at the rental car
counter to rent-a-car customers. This coverage protects renters against
liability for bodily injury and property damage, which is in excess of the
statutory coverage provided with the rental vehicle, and is primary over the
renter's personal automobile insurance coverage.
We also offer a full range of liability and physical damage coverages
to automobile leasing companies and their customers. For the driver (the
lessee), we offer both primary liability coverage and physical damage coverage
on the vehicle. For the owner (the lessor), we offer contingent and excess
liability coverage over the primary liability coverage layer which protects
lessors in the event of a loss when the primary coverage is absent or inadequate
and provides
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contingent physical damage coverage. Additional products offered to leasing
companies include:
- - interim primary liability and physical damage coverage, which
protects the lessor of the vehicle before and after it is delivered
to the lessee;
- - residual value coverage which guarantees the value of the leased
vehicle at the termination of the lease; and
- - guaranteed asset protection coverage which protects the lessor and
lessee for the difference between the leased vehicle's actual cash
value and the lease or loan net value in instances where the vehicle
is stolen or damaged beyond repair.
Commercial package. We have been providing Commercial Multi Peril
Package Policies ("Package Programs") to specific targeted niche markets for
over 10 years. Among the organizations to which we offer our specialty niche
Package Programs are non-profit social service agencies, health and fitness
organizations, private and specialty training schools, condominium/homeowner
association facilities and home health care operations and day care facilities.
Specialty lines. We have been providing specialty professional
liability products for approximately 10 years, initially offering Directors and
Officers Liability coverage to Nonprofit 501(c)(3) tax exempt organizations. In
1996, we introduced a proprietary package of coverages in our Executive
Safeguard(R) policy offered to public and private companies. The coverages
offered in the Executive Safeguard(R) policy include directors and officers
liability, employment practices liability, fiduciary liability and kidnap ransom
insurance. Our recent efforts have been focused on broadening the target market
for our specialty lines product offerings through the expansion of our field
production underwriting staff and the introduction of new products. During 1998
we introduced a variety of coverage enhancements to several of our policies,
including Executive Safeguard(R), miscellaneous professional and non-profit
directors and officers and two new products, accountants and dentists
professional liability.
Specialty property and inland marine line. In September 1998, we
introduced a Specialty Property and Inland Marine underwriting organization
which brings a new line of business to Philadelphia Consolidated. This
underwriting organization specializes in:
- - insuring large property risks for a wide range of businesses, from
shopping malls to hotels; and
- - underwriting and providing marketing for all classes of inland marine
insurance (concentrating on the larger segments of inland marine),
including builder's risk, contractor's equipment and motor truck
cargo.
Mobile homeowners and preferred homeowners line. In July 1999, we
introduced a select personal property and casualty business which consists of
highly specialized mobile
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homeowners and preferred homeowners property and casualty insurance policies,
along with personal umbrella insurance to Philadelphia Consolidated. We acquired
this business line as a result of a merger between our wholly-owned subsidiary
and The Jerger Company, Inc.
SELLING SHAREHOLDERS
AND RELATED INFORMATION
The following table includes (1) the identity of each selling
shareholder, (2) the amount of shares owned by the selling shareholder prior to
the offering, (3) the amount of shares to be offered for the selling
shareholder's account and (4) the amount and, if one percent or more, the
percentage of common stock to be owned by the selling shareholder after
completion of the offering, assuming all shares covered by this prospectus are
sold.
<TABLE>
<CAPTION>
Number of Shares of Common Stock
Shares of Common Stock Shares of to Be Beneficially Owned After
Selling Beneficially Owned Prior to Offering Common Stock Offering (2)
Shareholder (1) Being Offered Number Percentage (3)
----------- --- ------------- ------ --------------
Number Percentage (3)
------ --------------
<S> <C> <C> <C> <C> <C>
Thomas J. Jerger 338,404 2.7% 338,404 0 *
Dean W. Jerger 338,404 2.7% 338,404 0 *
Richard M. Jerger, Jr. 338,404 2.7% 338,404 0 *
Evelyn W. Jerger (4) 22,560 * 22,560 0 *
</TABLE>
* Indicates less than one percent
(1) Beneficial ownership figures include shares of issued and outstanding
shares of common stock. None of the selling shareholders holds any
option, warrant, right or convertible security exercisable for or
convertible into common stock.
(2) Assumes the sale of all shares of common stock offered by this
prospectus by each selling shareholder to third parties unaffiliated
with the selling shareholders.
(3) Percentages are calculated in accordance with Section 13(d) of the
Exchange Act and the rules promulgated under the Exchange Act.
(4) As trustee of the Evelyn W. Jerger Revocable Trust u/a/d 3/23/92.
We issued the shares of common stock that are covered by this
prospectus on an unregistered basis in connection with the merger of The Jerger
Company, Inc., a Florida corporation, with and into a wholly-owned merger
subsidiary of Philadelphia Consolidated pursuant to a merger agreement by and
among Philadelphia Consolidated, the wholly-owned merger subsidiary of
Philadelphia Consolidated, The Jerger Company, Inc. and the selling shareholders
other than Evelyn W. Jerger. The effective date of the merger was July 16, 1999.
Each of Mobile Homeowners Insurance Agencies, Inc. ("Mobile Homeowners"), Mobile
USA Insurance Company ("Mobile USA"), MHIA Premium Finance Company ("MHIA"),
Jerger
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& Sons, Inc. ("Jerger & Sons") and Liberty American Insurance Company, formerly
known as Mobile United Property and Casualty Insurance Co., Inc. ("Mobile
United") was a subsidiary of The Jerger Company, Inc. prior to the merger and,
as of and after the effective date of the merger, is a subsidiary of the
surviving company in the merger, The Jerger Company, Inc. (the merger subsidiary
referred to above, which changed its name to "The Jerger Company, Inc." after
the merger), which is a wholly-owned subsidiary of Philadelphia Consolidated.
The selling shareholders were the sole shareholders of The Jerger Company, Inc.
prior to the merger. Under the terms of the merger agreement, in addition to
other consideration, we issued the shares to the selling shareholders and we
entered into an agreement with the selling shareholders to register the resale
of the shares upon their request.
Within the past three years, the selling shareholders held the
following positions or offices and/or had the following relationships with us or
our affiliates, including The Jerger Company, Inc. and its subsidiaries:
Thomas J. Jerger. Prior to the merger, Thomas J. Jerger was Chairman
of the Board and Chief Executive Officer of The Jerger Company, Inc.; Director
and President of Mobile Homeowners; Chairman of the Board and President of
Mobile USA; Chairman of the Board and President of MHIA; Director and Executive
Vice President of Jerger & Sons; and Chairman of the Board and President of
Mobile United. In addition, in April 1999, he was elected Director of
Philadelphia Consolidated Holding Corp.
As of the effective date of the merger, in addition to continuing his
term as a Director of Philadelphia Consolidated Holding Corp., Thomas J. Jerger
held the following positions: President of The Jerger Company, Inc.; President
of Mobile Homeowners; Chairman of the Board and President of Mobile USA;
Chairman of the Board and President of MHIA; Executive Vice President of Jerger
& Sons; Chairman of the Board and President of Mobile United; and Executive Vice
President of Philadelphia Consolidated Holding Corp. (since October 1999. His
other pre-merger positions and offices, as described above, terminated as of the
effective date of the merger. Mr. Jerger resigned from all of his positions and
offices, except his position as Director of Philadelphia Consolidated Holding
Corp., effective November 22, 1999. Mr. Jerger resigned from his position as
Director of Philadelphia Consolidated Holding Corp. effective November 24, 1999.
Dean W. Jerger. Prior to the merger, Dean W. Jerger was Director and
President of The Jerger Company, Inc.; Chairman of the Board and Chief Executive
Officer of Mobile Homeowners; Director of Mobile USA; Director and Executive
Vice President of MHIA; Director and Executive Vice President of Jerger & Sons;
and Director of Mobile United.
As of the effective date of the merger, Dean W. Jerger held the
following positions and offices: Director and Executive Vice President of The
Jerger Company, Inc.; Chairman of the Board and Chief Executive Officer of
Mobile Homeowners; Director of Mobile USA; Director and Executive Vice President
of MHIA; Director and Executive Vice President of Jerger & Sons; and Director of
Mobile United. Mr. Jerger resigned from all of his positions and offices,
effective December 3, 1999.
Richard M. Jerger, Jr. Richard M. Jerger, Jr. held the following
positions and offices, prior to and following the effective date of the merger,
until August 11, 1999, when he resigned from each of those positions: Director
and Executive Vice President of each of The Jerger
13
<PAGE> 16
Company, Inc., Mobile Homeowners, Mobile USA and MHIA; Chairman of the Board and
President of Jerger & Sons; and Director and Executive Vice President of Mobile
United.
Evelyn W. Jerger. Evelyn W. Jerger served as Director and Executive
Vice President of The Jerger Company, Inc. until June 30, 1999 when she resigned
from those positions.
In addition, from April 1998 until the merger, Mobile Homeowners, a
wholly-owned subsidiary of The Jerger Company, Inc., was one of our general
agents.
PLAN OF DISTRIBUTION
The selling shareholders may offer and sell their shares of common
stock that are covered by this prospectus from time to time in one or more
transactions to or through brokers or dealers, who may be acting as
underwriters, or directly with investors or other purchasers, at a fixed price
or prices, which may be changed, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. To the extent required, we will describe the specific shares to be sold,
the terms of the offering, including price, the names of any agent, dealer or
underwriter, and any applicable commission, discount or other compensation with
respect to a particular sale in an accompanying prospectus supplement.
USE OF PROCEEDS
The selling shareholders who offer and sell their shares will receive
all net proceeds from the sale of the shares. We will not receive any proceeds
from the sale of the shares.
WHERE YOU CAN FIND MORE INFORMATION --
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
Philadelphia Consolidated files annual, quarterly and special
reports, proxy statements and other information with the Securities and Exchange
Commission (the "SEC"). You may read and copy any document we file at the
following public reference rooms maintained by the SEC at:
Judiciary Plaza 7 World Trade Center
450 Fifth Street, N.W. 13th Floor
Washington, D.C. 20549 New York, New York 10048
You may obtain information on the operation of the SEC's public
reference rooms by calling the SEC at 1-800-SEC-0330. Philadelphia
Consolidated's SEC filings also are available to the public from the SEC's
website at http.//www.sec.gov.
Philadelphia Consolidated has filed a registration statement on Form
S-3 with the SEC to register the shares offered by this prospectus. This
prospectus is part of the registration statement but, as permitted by SEC rules
and regulations, this prospectus does not contain all the information that you
can find in the registration statement or the exhibits to the registration
statement. You should refer to the registration statement and to the exhibits
filed with the
14
<PAGE> 17
registration statement for further information about Philadelphia Consolidated,
our consolidated subsidiaries and the shares.
The SEC allows us to "incorporate by reference" the information we
file with them. This means that we are permitted to disclose certain information
to you by referring you to other documents we have filed with the SEC. The
information incorporated by reference is considered to be part of this
prospectus, and information that we file with the SEC after the date of this
prospectus will automatically update and supersede this information.
We incorporate by reference in this prospectus all the documents
listed below and any filings we make with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this prospectus and before all
the shares of shares offered by this prospectus have been sold or de-registered:
- - the Annual Report on Form 10-K for the fiscal year ended December 31,
1998;
- - the Quarterly Reports on Form 10-Q for the fiscal quarters ended
March 31, 1999, June 30, 1999 and September 30, 1999;
- - the Current Reports on Form 8-K filed with the SEC on May 10, 1999
and July 29, 1999;
- - the amended Current Report on Form 8-K/A filed with the SEC on
September 24, 1999; and
- - the description of our common stock, no par value, that is contained
in Philadelphia Consolidated's registration statement on Form 8-A/A,
dated September 13, 1993, including any amendments or reports filed
for the purpose of updating the description of the shares.
We will deliver, without charge, to anyone receiving this prospectus,
upon written or oral request, a copy of any document incorporated by reference
in this prospectus but not delivered to you with this prospectus, excluding all
exhibits to those documents except any exhibit that has been specifically
incorporated by reference. You may request a copy of these documents by
telephoning or writing to:
Craig P. Keller
Senior Vice President, Secretary, Treasurer
and Chief Financial Officer
Philadelphia Consolidated Holding Corp.
One Bala Plaza, Suite 100
Bala Cynwyd, PA 19004
(610) 617-7900
15
<PAGE> 18
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
Some of the information in this prospectus may contain
forward-looking statements. These statements can be identified by the use of
forward-looking phrases such as "will likely result," "may," "are expected to,
"is anticipated," "estimate," "projected," "intends to," or other similar words.
These forward-looking statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from those projected,
including those described under "Risk Factors" in this prospectus.
Additional risks that may affect our future performance are included
elsewhere in this prospectus and in our other filings with the SEC. When
considering forward-looking statements, you should keep in mind these risk
factors and other cautionary statements in this prospectus. You should not place
undue reliance on any forward-looking statement that speaks only as of the date
made.
LEGAL OPINIONS
The validity of the shares of common stock offered in this prospectus
will be passed on by Wolf, Block, Schorr and Solis-Cohen LLP.
EXPERTS
The consolidated financial statements of Philadelphia Consolidated
and its subsidiaries as of December 31, 1998 and 1997 and for each of the three
years in the period ended December 31, 1998 incorporated by reference in this
prospectus have been incorporated herein in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
that firm as experts in accounting and auditing.
16
<PAGE> 19
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission
Registration Fee .................. $ 4,179.00
*Accounting Fees and Expenses ..... 3,000.00
*Legal Fees and Expenses .......... 13,000.00
*Miscellaneous .................... 821.00
Total Expenses .................... $21,000.00
==========
</TABLE>
- ----------
* Estimated for purposes of completing the information required pursuant to this
Item 14.
Philadelphia Consolidated will pay all of the above fees and expenses
associated with filing the registration statement.
ITEM 15. 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.
II-1
<PAGE> 20
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 only
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. Section 1744 further provides that such determination will
be made by the board of directors by a majority vote of a quorum consisting of
directors not parties to the action or proceeding; if a quorum is not obtainable
or if obtainable and a majority vote of a quorum of disinterested directors so
directs, by independent legal counsel; or by the shareholders.
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 all constituent
corporations absorbed in a consolidation, merger or division, as well as the
surviving or new corporations surviving or resulting therefrom, 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 D of Chapter 17 of the
BCL shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a Representative and shall inure to the benefit of
the heirs and personal representative of such person.
Section 9 of Article IV of Philadelphia Consolidated Holding Corp.'s
By-Laws provides indemnification to directors for all actions taken by them and
for all failures to take action to the fullest extent
II-2
<PAGE> 21
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 Philadelphia Consolidated Holding
Corp.), whether civil, criminal, administrative, investigative or through
arbitration. Section 9 of Article IV of the By-Laws also permits Philadelphia
Consolidated Holding Corp., by action of its board of directors, to indemnify
officers, employees and other persons to the same extent as directors. The
provisions of Section 9 of Article IV of the By-Laws relating to the limitation
of directors' liability, to indemnification and to the advancement of expenses
constitute a contract between Philadelphia Consolidated Holding Corp. and each
of its directors which may be modified as to any director only with that
director's consent or as otherwise specifically provided in Section 9. Any
repeal or amendment of Section 9 of Article IV of the By-Laws which is adverse
to any director will apply to such director only on a prospective basis, and
will not reduce any limitation on the personal liability of a director of
Philadelphia Consolidated Holding Corp., or limit the rights of an indemnitee to
indemnification or to the advancement of expenses with respect to any action or
failure to act occurring prior to the time of such repeal or amendment. No
repeal or amendment of the By-Laws 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 Philadelphia Consolidated
Holding Corp. 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 Philadelphia Consolidated
Holding Corp. 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 Philadelphia
Consolidated Holding Corp. would have the power to indemnify such person against
such expense, liability or loss under Pennsylvania or other law. Philadelphia
Consolidated Holding Corp. has purchased directors' and officers' liability
insurance.
Each of the selling shareholders has undertaken in writing to
indemnify and hold harmless Philadelphia Consolidated Holding Corp. and its
directors and officers and each person controlling Philadelphia Consolidated
Holding Corp. within the meaning of the Securities Act of 1933, as amended,
among others, with respect to any statement or alleged statement in or omission
from any resale registration statement, any final or summary prospectus
contained therein, or any amendment or supplement thereto, if such statement or
alleged statement or omission or alleged omission was made in reliance upon and
in conformity with written information furnished to Philadelphia Consolidated
Holding Corp. or its representatives by or on behalf of the selling shareholders
for use in the preparation of the resale registration statement; provided,
however, that the amount of any losses, claims, damages, liabilities or expenses
to be paid by the selling shareholders will not exceed the amount of proceeds
received by the selling shareholders from the sale of the securities.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
II-3
<PAGE> 22
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(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 the 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 end 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 (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in
such 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
Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
II-4
<PAGE> 23
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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, such 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 Act and will
be governed by the final adjudication of such issue.
II-5
<PAGE> 24
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
3.1 Articles of Incorporation of Philadelphia
Consolidated Holding Corp., as amended
(incorporated by reference to Exhibit 3.1 filed
with Philadelphia Consolidated Holding Corp.'s
Form S-1 Registration Statement under the
Securities Act of 1933 (Registration No.
33-65958)).
5.1 Opinion of Wolf, Block, Schorr and Solis-Cohen LLP
regarding the validity of the securities being
registered by Philadelphia Consolidated Holding
Corp. hereby.*
10.1 Registration Rights Agreement, dated as of July 9,
1999, among Philadelphia Consolidated Holding
Corp., Thomas Jerger, Dean Jerger, Richard M.
Jerger, Jr. and Evelyn W. Jerger (incorporated by
reference to Exhibit 10.43 filed with Philadelphia
Consolidated Holding Corp.'s Form 10-Q for the
fiscal quarter ended September 30, 1999).
23.1 Consent of PricewaterhouseCoopers LLP related to
the financial statements of Philadelphia
Consolidated Holding Corp.*
23.2 Consent of Wolf, Block, Schorr and Solis-Cohen LLP
(included in Exhibit 5.1).*
24.1 Powers of attorney (included on signature pages of
this Registration Statement).
</TABLE>
- -----------------------------
*Filed electronically herewith.
II-6
<PAGE> 25
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Philadelphia Consolidated Holding Corp. certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement, to be signed on its behalf by the
undersigned, thereunto duly authorized, in Bala Cynwyd, Pennsylvania on December
23, 1999.
PHILADELPHIA CONSOLIDATED HOLDING CORP.
By: /s/ James J. Maguire
James J. Maguire
Chairman of the Board of Directors
and Chief Executive Officer
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
(including, without limitation, any related registration statement or amendment
thereto filed in accordance with Rule 462 under the Securities Act of 1933, as
amended), 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 of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 23, 1999.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ James J. Maguire Chairman of the Board of Directors,
James J. Maguire Chief Executive Officer
and Director (Principal Executive Officer)
/s/ Craig P. Keller Senior Vice President, Secretary, Treasurer
Craig P. Keller and Chief Financial Officer (Principal
Financial and Accounting Officer)
/s/ James J. Maguire, Jr. President, Chief Operating
James J. Maguire, Jr. Officer and Director
</TABLE>
<PAGE> 26
<TABLE>
<S> <C>
/s/ Sean S. Sweeney Executive Vice President and Director
Sean S. Sweeney
/s/ William J. Henrich, Jr. Director
William J. Henrich, Jr.
/s/ Roger R. Larson Director
Roger R. Larson
/s/ Paul R. Hertel, Jr. Director
Paul R. Hertel, Jr.
/s/ Thomas J. McHugh Director
Thomas J. McHugh
/s/ Michael J. Morris Director
Michael J. Morris
/s/ Dirk Stuurop Director
Dirk Stuurop
/s/ J. Eustace Wolfington Director
J. Eustace Wolfington
</TABLE>
<PAGE> 27
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Method of Filing
----------- ----------- ----------------
<S> <C> <C>
3.1 Articles of Incorporation of Philadelphia Consolidated
Holding Corp., as amended (incorporated by reference to
Exhibit 3.1 filed with Philadelphia Consolidated
Holding Corp.'s Form S-1 Registration Statement under
the Securities Act of 1933 (Registration No.
33-65958)).
5.1 Opinion of Wolf, Block, Schorr and Solis-Cohen LLP *
regarding the validity of the securities being
registered by Philadelphia Consolidated Holding Corp.
hereby.
10.1 Registration Rights Agreement, dated as of July 9,
1999, among Philadelphia Consolidated Holding Corp.,
Thomas Jerger, Dean Jerger, Richard M. Jerger, Jr. and
Evelyn W. Jerger (incorporated by reference to Exhibit
10.43 filed with Philadelphia Consolidated Holding
Corp.'s Form 10-Q for the fiscal quarter ended
September 30, 1999).
23.1 Consent of PricewaterhouseCoopers LLP related to the *
financial statements of Philadelphia Consolidated
Holding Corp.
23.2 Consent of Wolf, Block, Schorr and Solis-Cohen LLP *
(included in Exhibit 5.1).
24.1 Powers of attorney (included on signature pages of this
Registration Statement).
</TABLE>
* Filed electronically herewith.
<PAGE> 1
[WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP LETTERHEAD]
December 22, 1999
Philadelphia Consolidated Holding Corp.
One Bala Plaza, Suite 100
Bala Cynwyd, PA 19004
RE: Registration Statement on Form S-3
Ladies and Gentlemen:
As counsel for Philadelphia Consolidated Holding Corp., a Pennsylvania
corporation (the "Company"), we have assisted in the preparation of a
Registration Statement on Form S-3 (the "Registration Statement") in connection
with the proposed offer and sale, from time to time, of up to 1,037,772 shares
of the Common Stock, no par value (the "Common Shares") of the Company by
certain holders (the "Selling Shareholders") of the Common Shares.
In connection therewith, we have examined the originals or copies,
certified or otherwise identified to our satisfaction, of such records,
instruments, documents and matters of law as we have deemed necessary or
appropriate for the purpose of rendering this opinion.
In our examination of documents, instruments and other papers, we have
assumed the genuineness of all signatures on original and certified documents
and the conformity to 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.
In rendering this opinion, we have assumed that there will be no changes
in applicable law between the date of this opinion and any date of delivery of
the Common Shares.
Based upon the foregoing, it is our opinion that:
The Common Shares held by the Selling Shareholders have been validly
issued and are fully paid and non-assessable.
<PAGE> 2
Philadelphia Consolidated Holding Corp.
December 22, 1999
Page 2
We hereby consent to the reference to our firm in the Registration
Statement under the Prospectus caption "Legal Opinions" and to the inclusion of
this opinion as an exhibit to the Registration Statement. In giving this
consent, we do not hereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules or regulations thereunder.
Very truly yours,
WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 5, 1999 relating to the
financial statements, which appears in Philadelphia Consolidated Holding
Corp.'s Annual Report on Form 10-K for the year ended December 31, 1998. We
also consent to the incorporation by reference of our report dated February 5,
1999 relating to the financial statement schedules, which appears in such
Annual Report on Form 10-K. We also consent to the reference to us under the
heading "Experts" in such Registration Statement.
/s/ PRICEWATERHOUSECOOPERS LLP
Philadelphia, Pennsylvania
December 22, 1999
