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Filed Pursuant to Rule 424B3
SELLING SHAREHOLDER
PROSPECTUS
PHILADELPHIA CONSOLIDATED HOLDING CORP.
1,037,772 SHARES OF COMMON STOCK, NO PAR VALUE
FOR SALE BY SELLING SHAREHOLDERS
Thomas J. Jerger, Dean W. Jerger, Richard M. Jerger, Jr. and Evelyn W.
Jerger are offering to sell up to 1,037,772 shares of our common stock.
Our common stock is listed on the Nasdaq National Market of the Nasdaq
Stock Market Inc. under the symbol PHLY. On April 18, 2000, the last reported
sale price of the common stock on the Nasdaq National Market was $14.75 per
share.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS WHICH ARE DESCRIBED IN THE
"RISK FACTORS" SECTION BEGINNING ON PAGE 6 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.
The date of this prospectus is April 20, 2000.
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TABLE OF CONTENTS
Page
SUMMARY .............................................................. 3
RISK FACTORS........................................................... 6
SELLING SHAREHOLDERS
AND RELATED INFORMATION....................................... 9
PLAN OF DISTRIBUTION................................................... 11
USE OF PROCEEDS........................................................ 11
WHERE YOU CAN FIND MORE INFORMATION --
INCORPORATION OF INFORMATION BY REFERENCE..................... 11
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS............................. 12
LEGAL OPINIONS......................................................... 13
EXPERTS .............................................................. 13
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SUMMARY
INFORMATION ABOUT OUR BUSINESS
Philadelphia Consolidated Holding Corp. was incorporated in
Pennsylvania in 1984 to serve as a holding company for its subsidiaries.
We select and target industries and special areas of demand for
insurance products in which we believe we can grow our business by developing
insurance products that fill coverage needs unique to those industries and
areas. Then, through our subsidiaries, we design, market and sell property and
casualty insurance products that provide coverages and services that are
specific to these industries and special areas of demand but that are not
included in typical property and casualty policies. We use a "mixed" marketing
strategy. This means that we market our insurance products to the insured,
directly or through non-employee insurance agents with whom we have written
agency agreements, and also accept business from independent insurance brokers.
Our production underwriting organization consists of our marketing
staff and markets our products and services. It also reviews applications
against our general guidelines to determine whether the applicants meet the
guidelines before the applications are submitted to the underwriters in our home
office for a more detailed review. Our production underwriting organization
operates from 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.
We offer to the rent-a-car industry coverage for:
- the rent-a-car company's property;
- liability of the renter and the rent-a-car company; and
- physical damage on the rental vehicle.
Additionally, we offer additional coverage at the rental car counter to
rent-a-car customers through arrangements with a number of the largest
rent-a-car companies. This additional coverage protects renters against
liability for bodily injury and property damage over the amount of statutory
coverage provided with the rental vehicle. This coverage also pays claims, up to
the coverage limit, without regard to the renter's personal automobile insurance
coverage.
We also offer a full range of liability and physical damage coverages
to rent-a-car companies and their customers. For the renter, we offer both
liability coverage and physical damage coverage on the vehicle. For the leasing
company, we offer additional coverage over the initial layer of automobile and
liability insurance carried by the leasing company. This coverage protects the
leasing company if there is a loss when the initial coverage for which we are
primarily liable is absent or inadequate. We also offer the following products
to leasing companies:
- interim initial and physical damage coverage, which
protects the leasing company before and after the vehicle is
delivered to the renter;
- coverage that guarantees a stated minimum value of the leased
vehicle at the end of the lease; and
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- guaranteed asset protection coverage which protects the
leasing company and renter 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 provided commercial package policies that
combine numerous risk coverages in a single policy to several specialty markets
for more than 10 years. Our customers for these policies include:
- non-profit and social service organizations;
- health and fitness organizations;
- private and specialty training schools;
- condominium/homeowner association facilities;
- home health care operations; and
- day care facilities.
SPECIALTY LINES. We have provided professional liability insurance for
approximately 10 years. We initially offered directors and officers liability
coverage to nonprofit tax exempt organizations. In 1996, we also introduced a
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;
- liability for employee benefits plan administrators and other
persons who act for others in trust; and
- kidnap ransom.
We currently are focused on broadening the target market for our professional
liability insurance by expanding our production underwriting organization and
introducing new products.
During 1998, we added a variety of coverage enhancements to several of our
policies, including Executive Safeguard(R) and miscellaneous professional and
non-profit directors and officers liability. We also introduced two new
products, accountants and dentists professional liability.
SPECIALTY PROPERTY AND INLAND MARINE LINE. In September 1998, we
introduced a new line of business with our specialty property and inland marine
underwriters. These underwriters specialize 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 line of highly specialized mobile homeowners and preferred
homeowners personal property and casualty insurance policies. At the same time,
we introduced excess liability policies that provide coverage for amounts above
the limits of basic liability coverage policies, such as mobile homeowners,
preferred homeowners and auto.
Preferred homeowners are homeowners who meet stricter underwriting guidelines.
We acquired this business line through a merger between one of our subsidiaries
and The Jerger Company, Inc.
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PRINCIPAL EXECUTIVE OFFICES
Our principal executive offices are located at One Bala Plaza, Suite
100, Bala Cynwyd, Pennsylvania, 19004 (telephone number: (610) 617-7900).
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RISK FACTORS
IF OUR INSURANCE COMPANY SUBSIDIARIES ARE UNABLE TO PAY DIVIDENDS OR MAKE LOANS
TO US, DUE TO GOVERNMENT REGULATIONS THAT APPLY TO INSURANCE COMPANIES OR FOR
ANY REASON, WE MAY NOT BE ABLE TO CONTINUE OUR NORMAL BUSINESS OPERATIONS.
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;
- - Liberty American Insurance Group, Inc., formerly known as 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 our insurance company subsidiaries. These
insurance company subsidiaries are companies that we own that are licensed to
issue insurance policies. Maguire Insurance Agency, Inc. is an underwriting
manager and Mobile Homeowners Insurance Agencies, Inc. is an insurance agency
that markets, underwrites and services mobile homeowners and preferred
homeowners insurance policies.
Our primary sources of funds are dividends and payments from our
subsidiaries that we receive under tax allocation agreements. Government
regulations that apply to insurance companies restrict the ability of our
insurance company subsidiaries to pay dividends and make loans to us. The
accumulated profits of these subsidiaries from which dividends may be paid
totaled $82.7 million at December 31, 1999. Of this amount, these insurance
company subsidiaries may pay a total of about $22.2 million of dividends in 2000
without obtaining prior approval from the department of insurance for the state
in which they located. Further, creditors of any of our subsidiaries will have
the right to be paid in full the amounts they are owed if a subsidiary
liquidates its assets or undergoes a reorganization or other similar transaction
before we will have the right to receive any distribution of assets from the
subsidiary, unless we also are recognized as a creditor of the subsidiary. If we
are unable to receive distributions from our subsidiaries, we may not be able to
continue our normal business
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operations. At December 31, 1999, our subsidiaries had total liabilities,
excluding liabilities owed to us, of approximately $337.6 million.
IF RATING AGENCIES DOWNGRADE THE RATINGS OF OUR INSURANCE COMPANY SUBSIDIARIES,
WE WOULD NOT BE ABLE TO COMPETE AS EFFECTIVELY WITH OUR COMPETITORS AND OUR
ABILITY TO SELL INSURANCE POLICIES MIGHT DECLINE; IN THAT EVENT OUR SALES AND
EARNINGS WOULD BE REDUCED.
A.M. Best Company rates our insurance company subsidiaries "A+"
(Superior). According to A.M. Best Company, companies rated "A+" (Superior)
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. 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 agencies downgrade our ratings
in the future, it is likely that:
- we would not be able to compete as effectively with our
competitors; and
- our ability to sell insurance policies might decline.
If that happens, our sales and earnings would decrease.
IF OUR RESERVES FOR LOSSES AND COSTS RELATED TO ADJUSTMENT OF LOSSES ARE NOT
ADEQUATE, GOVERNMENT REGULATORS MAY REQUIRE THAT WE INCREASE OUR RESERVES WHICH
COULD RESULT IN REDUCTIONS IN NET INCOME AND POLICYHOLDER'S SURPLUS, AND A
DOWNGRADING OF RATINGS OF OUR INSURANCE COMPANY SUBSIDIARIES THAT COULD RESULT
IN DECREASED SALES.
We establish reserves for losses and costs related to the adjustment of
losses under the insurance policies we write. We determine the amount of these
reserves based on our best estimate of the losses and costs we will incur on
existing insurance policies. We obtain periodic reviews by an actuary firm and
an annual statement of opinion from that firm on these reserves by independent
actuaries. While we believe that our reserves are adequate, we base these
reserves on assumptions about future events. The following factors may have a
substantial impact on our future loss experience:
- changes in inflation;
- the amounts of claims settlements;
- the manner in which we are required to structure settlement
payments;
- legislative activity; and
- legislative trends.
Actual losses and the costs we incur related to the adjustment of losses under
insurance policies may be different from the amount of reserves we establish.
Government regulators will require that we increase our reserves if they later
determine that we understated our reserves. When we increase reserves, our net
income for the period will decrease by a corresponding amount. In addition,
strengthening reserves could cause a reduction in policyholders' surplus and a
downgrading of the ratings of our insurance company subsidiaries. This in turn
could hurt our ability to sell insurance policies.
IF WE ARE NOT ABLE TO MAINTAIN ADEQUATE REINSURANCE TO INSURE AGAINST A PORTION
OF OUR RISK, WE WILL HAVE TO BEAR MORE RISK AND COULD EXPERIENCE LOSSES.
We purchase reinsurance coverage to insure against a portion of our
risk on policies we write directly. Reinsurance does not affect our direct
liability to our policyholders on the insurance policies we write. Instead, it
provides us with coverage for a portion of our obligations to pay the claims of
our policyholders. If a reinsurer becomes insolvent or is unable to make
payments under the terms of its reinsurance agreement with us, we will bear the
losses covered by that
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reinsurance agreement. Depending on the amount of risk that we are unable to
reinsure and the amount of claims we receive related to that risk, we could
experience losses.
YEAR 2000 READINESS DISCLOSURE; DUE TO YEAR 2000 ISSUES, THERE IS A RISK OF
INCREASED CLAIMS ON POLICIES WE WRITE THAT COULD RESULT IN LOSSES.
Many computer programs written before the year 2000 used 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 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 that 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.
We issue professional liability coverage, including directors and
officers liability, and commercial insurance policies that provide coverage for
numerous risks. Our policy holders may claim that these policies cover losses
suffered by them as a result of Year 2000 issues. We write our professional
liability policies on a "claims made and reported" basis. Approximately 50% of
these policies that we sold since early 1997 specifically exclude from coverage
liability for Year 2000 problems. Almost all of our new or renewing professional
liability policies that provide coverage effective January 1, 1999 specifically
exclude coverage for Year 2000 liability. On occasion, for qualifying accounts,
our underwriters may remove the exclusion after they receive and review a
satisfactory additional application that provides information about the
applicant's Year 2000 risks, and other underwriting information. 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 those claims. We could
experience losses if insureds are successful in bringing large Year 2000
coverage claims against us. Additionally, we could incur significant expense to
contest Year 2000 issue coverage claims, even if we prevail in our position.
CLAIMS RELATED TO CATASTROPHIC EVENTS COULD RESULT IN CATASTROPHE LOSSES THAT
COULD RESULT IN LOSSES.
It is possible that a catastrophic event could greatly increase claims
under the insurance policies we write. This, in turn, could result in losses for
one or more of our insurance company subsidiaries. Catastrophes may result from
a variety of events or conditions, including hurricanes, windstorms,
earthquakes, hail and other severe weather conditions.
We generally try to reduce our exposure to catastrophe losses through
underwriting and the purchase of catastrophe reinsurance. But, reinsurance may
not be sufficient to cover our actual losses. And, 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. If we are unable to maintain adequate
reinsurance or to withdraw from areas where we experience or expect significant
catastrophe-related claims, we could experience significant losses.
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SELLING SHAREHOLDERS
AND RELATED INFORMATION
The following table includes (1) the identity of each selling
shareholder, (2) the amount of shares that each selling shareholder owned before
the offering, (3) the amount of shares that each selling shareholders is
offering for his or her account and (4) the amount and, if one percent or more,
the percentage of common stock that each selling shareholder will own after
completion of the offering, assuming all shares covered by this prospectus are
sold.
<TABLE>
<CAPTION>
Number of
Beneficial Ownership of Shares of Shares of Beneficial Ownership of Shares of
Selling Common Stock Before Offering (1) Common Stock Common Stock After Offering (2)
Shareholder Number Percentage (3) Being Offered 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 that each selling shareholder will sell all shares of common
stock offered by this prospectus 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.
Effective July 16, 1999, The Jerger Company, Inc., a Florida
corporation, merged with and into a subsidiary of Philadelphia Consolidated
Holding Corp. under a merger agreement among Philadelphia Consolidated Holding
Corp., our subsidiary and The Jerger Company, Inc. We issued the shares of
common stock that are covered by this prospectus on an unregistered basis
in connection with this merger. Each of Mobile Homeowners Insurance Agencies,
Inc. ("Mobile Homeowners"), Mobile USA Insurance Company ("Mobile USA"), MHIA
Premium Finance Company ("MHIA"), Jerger & 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. before the merger. Since the merger, each of those corporations
has been a subsidiary of the surviving company. The surviving company is a
subsidiary of ours. The selling shareholders were the only shareholders of The
Jerger Company, Inc. before the merger. Under the terms of the merger agreement,
we issued the shares to the selling shareholders. We also
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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. Before 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.
On 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, since October 1999,
Executive Vice President of Philadelphia Consolidated Holding Corp. His other
pre-merger positions and offices, as described above, ended on the effective
date of the merger. Mr. Jerger resigned from all 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. Before 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.
Dean W. Jerger held the following positions and offices from the
effective date of the merger until December 3, 1999 when he resigned from all of
his 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.
Richard M. Jerger, Jr. Richard M. Jerger, Jr. held the following
positions and offices, before the effective date of the merger and until August
11, 1999, when he resigned from each of those positions: Director and Executive
Vice President of each of The Jerger 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.
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In addition, from April 1998 until the merger, Mobile Homeowners, a
subsidiary of The Jerger Company, Inc., was one of our agents.
The selling shareholders are not making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted.
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. These shares of
common stock may be sold at:
- a fixed price or prices, which may be changed;
- market prices prevailing at the time of sale;
- prices related to the prevailing market prices; or
- negotiated prices.
We will describe in an accompanying prospectus supplement, as required
by law:
- 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
applicable to a particular sale.
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 INFORMATION BY REFERENCE
We file annual, quarterly and special reports, proxy statements and
other information with 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. Our SEC filings also are
available to the public from the SEC's website at http://www.sec.gov.
We have 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. However, 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 registration statement for additional information
about us, our consolidated subsidiaries and the shares.
The SEC allows us to "incorporate by reference" the information we file
with them. This means that we may disclose information to you by referring you
to other documents we have filed with the SEC. The information that we
incorporate by reference is considered to be part of this prospectus. In
addition, information that we file with the SEC after the date of this
prospectus will automatically update and supersede the information in this
prospectus.
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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 common stock offered by this prospectus have been sold or
de-registered:
- - the annual report on Form 10-K for the fiscal year ended December 31,
1999;
- - the current report on Form 8-K filed with the SEC on March 17, 2000;
and
- - the description of our common stock, no par value, that is contained in
Philadelphia Consolidated Holding Corp.'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.
You may send a written request or call us to obtain without charge a
copy of the documents incorporated by reference in this prospectus. We will not
send exhibits to these documents unless we specifically incorporated the
exhibits by reference in this prospectus. Make your request by calling 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
You should rely only on the information that we have provided or
incorporated by reference in this prospectus. We have not authorized anyone else
to provide you with different information. You should assume that the
information in this prospectus, as well as information we previously filed with
the SEC and incorporated by reference, is accurate only as of the date on the
front cover of this prospectus. Our business, financial condition, results of
operations and prospects may have changed since then.
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 risks and uncertainties that
could
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cause actual results to differ materially from those projected. We have
described some of these risks under "Risk Factors" in this prospectus. We have
included in this prospectus and in our other filings with the SEC additional
risks that may affect our future performance. You should keep in mind these risk
factors and other cautionary statements in this prospectus when considering
forward-looking statements.
LEGAL OPINIONS
Wolf, Block, Schorr and Solis-Cohen LLP will pass on the validity of
the shares of common stock offered in this prospectus.
EXPERTS
We have incorporated by reference in this prospectus the consolidated
financial statements of Philadelphia Consolidated Holding Corp. and its
subsidiaries as of December 31, 1999 and 1998 and for each of the three years in
the period ended December 31, 1999 in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
that firm as experts in accounting and auditing.
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