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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
PHILADELPHIA CONSOLIDATED HOLDING CORP.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2202671
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(State of incorporation) (I.R.S. Employer Identification No.)
One Bala Plaza, Suite 100, Bala Cynwyd, Pennsylvania 19004
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(Address of principal executive offices) (Zip Code)
Philadelphia Insurance Companies
Employee Stock Purchase Plan
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(Full title of the plan)
Mr. James J. Maguire,
Chief Executive Officer
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
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(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, PA 19103-2097
(215) 977-2236
FAX: (215) 977-2334
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CALCULATION OF REGISTRATION FEE
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<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
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<S> <C> <C> <C> <C>
Common Stock, 500,000 $17.375 $8,687,500 $2,293.50
No par value
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(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 20, 2000.
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INCORPORATION BY REFERENCE
Pursuant to General Instruction E of Form S-8 under the
Securities Act of 1933, as amended, the contents of the registrant's
registration statement on Form S-8, filed with the SEC on September 5, 1995
(Commission File No. 33-81346) are incorporated herein by reference.
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SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933,
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 20th day of June, 2000.
PHILADELPHIA CONSOLIDATED HOLDING CORP.
By: /s/ James J. Maguire
James J. Maguire
Chairman of the Board of Directors
and Chief Executive Officer
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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 Securities and Exchange 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 the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ James J. Maguire Chairman of the Board of Directors, June 20, 2000
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James J. Maguire Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Craig P. Keller Senior Vice President, Secretary, June 20, 2000
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Craig P. Keller Treasurer and Chief Financial
Officer (Principal Financial and
Accounting Officer)
/s/ James J. Maguire, Jr. President, Chief Operating Officer June 20, 2000
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James J. Maguire, Jr. and Director
/s/ Sean S. Sweeney Executive Vice President and June 20, 2000
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Sean S. Sweeney Director
/s/ William J. Henrich, Jr. Director June 20, 2000
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William J. Henrich, Jr.
/s/ Roger R. Larson Director June 20, 2000
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Roger R. Larson
/s/ Paul R. Hertel, Jr. Director June 20, 2000
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Paul R. Hertel, Jr.
/s/ Thomas J. McHugh Director June 20, 2000
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</TABLE>
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<TABLE>
<S> <C> <C>
Thomas J. McHugh
/s/ Michael J. Morris Director June 20, 2000
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Michael J. Morris
/s/ Dirk Stuurop Director June 20, 2000
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Dirk Stuurop
/s/ J. Eustace Wolfington Director June 20, 2000
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J. Eustace Wolfington
</TABLE>
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PHILADELPHIA INSURANCE COMPANIES
EMPLOYEE STOCK PURCHASE PLAN
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DOCUMENT METHOD OF FILING
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<S> <C> <C>
4.1 Philadelphia Insurance Companies Employee
Stock Purchase Plan. *
4.2 Amendment to Philadelphia Insurance Companies
Employee Stock Purchase Plan dated July 21, 1998. *
4.3 Amendment to Philadelphia Insurance Companies
Employee Stock Purchase Plan dated April 5, 2000. *
5 Opinion of Wolf, Block, Schorr and Solis-Cohen LLP. *
23.1 Consent of PricewaterhouseCoopers L.L.P.,
independent accountants. *
23.2 Consent of Wolf, Block, Schorr and Solis-Cohen LLP
(contained in Exhibit 5). *
24 Power of Attorney (included on signature page in
Part II of the registration statement). *
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* Filed electronically herewith.
