SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 12, 2004
Philadelphia Consolidated Holding Corp.
(Exact Name of Registrant as Specified in Charter)
| | | | |
Pennsylvania | | 0-22280 | | 23-2202671 |
|
(State or Other Jurisdiction | | (Commission | | (IRS Employer’ |
of Incorporation) | | File Number) | | Identification No.) |
| | |
One Bala Plaza, Suite 100, Bala Cynwyd, PA | |
|
| 19004
|
|
(Address of Principal Executive Offices) | |
|
| (Zip Code)
|
Registrant’s telephone number, including area code: (610) 617-7900
ITEM 5. OTHER EVENTS.
The Registrant is furnishing this Current Report on Form 8-K solely for the purpose of providing the supplementary data set forth in the Exhibit listed in Item 7(c) below.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
| (a) | | Financial Statements of Business Acquired. |
| (b) | | Pro Forma Financial Information. |
| | | Exhibit 99.1 Fourth Quarter Results December 31, 2003. |
| | | Exhibit 99.2 Fourth Quarter 2003 Conference Call Presentation. |
| | | Exhibit 99.3 Fourth Quarter 2003 Premiums by Segment. |
| | | Exhibit 99.4 Twelve Months 2003 Premiums by Segment. |
| | | Exhibit 99.5 Fourth Quarter 2003 Additional Supplemental Information. |
ITEM 12. Results of Operations and Financial Condition
| | | On February 12, 2004, the registrant conducted a conference call announcing the results of the Company’s operations for the quarter ended December 31, 2003. The conference call presentation is attached as Exhibit 99.2 to this report, and is incorporated herein by reference and shall be deemed “furnished” for purposes of the Securities Act of 1934, as amended. |
| | | The registrant discloses net operating income, a non GAAP financial measure, which it defines as net income adjusted for after-tax net realized investment gains and losses. Because net operating income is not a term defined by GAAP, the registrant’s net operating income may not be comparable to similarly title measures reported by other companies. However, the registrant believes that this measure provides useful information to help investors measure the results of its regular business activities. The registrant utilizes net operating income in its budget and planning process and, in part, in measuring actual performance. |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | |
| | Philadelphia Consolidated Holding Corp. (Registrant) |
| | | | | | |
Dated: February 13, 2004 | | By: | | Craig P. Keller | | |
| | | |
| | |
| | | | Craig P. Keller | | |
| | | | Executive Vice President, Secretary, Treasurer | | |
| | | | and Chief Financial Officer | | |
EXHIBIT INDEX
| | | | |
Exhibit | | Description | | Method of Filing |
| |
| |
|
99.1 | | Fourth Quarter Results December 31, 2003 | | Furnished electronically herewith. |
99.2 | | Fourth Quarter 2003 Conference Call Presentation | | Furnished electronically herewith. |
99.3 | | Fourth Quarter 2003 Premiums by Segment | | Furnished electronically herewith. |
99.4 | | Twelve Months 2003 Premiums by Segment | | Furnished electronically herewith. |
99.5 | | Fourth Quarter 2003 Additional Supplemental Information | | Furnished electronically herewith. |