SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) November 20, 2001
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Philadelphia Consolidated Holding Corp.
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(Exact Name of Registrant as Specified in Charter)
Pennsylvania 0-22280 23-2202671
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One Bala Plaza, Suite 100, Bala Cynwyd, Pennsylvania 19477
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (610) 617-7900
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On November 20, 2001, Philadelphia Consolidated Holding Corp. (the
"Company") and James J. Maguire, the Company's Chief Executive Officer and
Chairman of the Board of Directors, entered into a Purchase Agreement with
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Banc
of America Securities LLC, as representatives of the several underwriters named
therein. The Purchase Agreement provides for the issue and sale by the Company,
and the purchase by the underwriters, of an aggregate of 3,000,000 shares of the
Company's common stock, plus up to an additional 600,000 shares subject to the
underwriters' overallotment option, and for the sale by James J. Maguire, and
the purchase by the underwriters, of an aggregate of 1,000,000 shares of the
Company's common stock, all under a Registration Statement on Form S-3
(Registration No. 33-72722).
The Purchase Agreement and a press release relating thereto are attached
hereto as Exhibits 1.1 and 99.1, respectively, and are incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
1.1 Purchase Agreement by and among Philadelphia Consolidated Holding
Corp., James J. Maguire and Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Banc of America
Securities LLC.
99.1 Press Release dated November 21, 2001.
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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)
Date: November 26, 2001
By: /s/ Craig P. Keller
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Craig P. Keller
Senior Vice President, Secretary,
Treasure and Chief Financial Officer
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EXHIBIT INDEX
Exhibit Description Method of Filing
1.1 Purchase Agreement by and among
Philadelphia Consolidated Holding Corp.,
James J. Maguire and Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Banc of America Securities LLC. Filed Electronically Herewith
99.1 Press Release, dated November 21, 2001 Filed Electronically Herewith
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