1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PCHC FINANCING I (Exact name of registrant as specified in its charter) Delaware To Be Applied for (State of incorporation or organization) (IRS Employer Identification No.) 103 Springer Building, First Floor Concord Plaza 3411 Silverside Road Wilmington, DE 19810 Telephone: (302) 478-6160 (Address of principal executive offices) If this form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A(c)(1) please check the following box. / / If this form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. / / Securities Act registration statement file number to which this form relates: 333-49271-01 Securities to be registered pursuant to Section 12(b) of the Act: None Securities to be registered pursuant to Section 12(g) of the Act: Trust Preferred Securities 2 INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED. The class of securities to be registered hereby is the Trust Preferred Securities of PCHC Financing I, a Delaware business trust. For a description of the Trust Preferred Securities, reference is made to the Amendment No. 2 to the Registration Statement on Form S-3 of Philadelphia Consolidated Holding Corp. (Registration Nos. 333-49271 and 333-49271-01), filed with the Securities and Exchange Commission on April 24, 1998 (the "Registration Statement"), and the forms of prospectus and prospectus supplement for the Trust Preferred Securities included therein, which description is incorporated herein by reference. Definitive copies of the prospectus and the prospectus supplement describing the Trust Preferred Securities will be filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and shall be incorporated by reference into this Registration Statement on Form 8-A. ITEM 2. EXHIBITS. 1 Form of Purchase Contract Agreement (incorporated herein by reference to Exhibit 4.11 of the Registration Statement). 2. Form of Pledge Agreement (incorporated herein by reference to Exhibit 4.12 of the Registration Statement). 3. Form of Income PRIDES and Growth PRIDES (incorporated herein by reference to Exhibit A and Exhibit B of Exhibit 4.11 of the Registration Statement). 4. Form of Amended and Restated Declaration of Trust of PCHC Financing I with respect to the Trust Preferred Securities, which comprise a component of the Income PRIDES (incorporated herein by reference to Exhibit 4.5 to the Registration Statement). 5. Form of Trust Preferred Security for PCHC Financing I, with respect to the Trust Preferred Securities (incorporated herein by reference to Exhibit A-1 of Exhibit 4.5 to the Registration Statement). 6. Form of Senior Indenture (incorporated herein by reference to Exhibit 4.1 of the Registration Statement). 2 3 7. Form of Supplemental Indenture (incorporated herein by reference to Exhibit 4.2 of the Registration Statement). 8. Form of Debenture (incorporated herein by reference to Section 7.1 of Exhibit 4.2 of the Registration Statement). 9. Form of Guarantee Agreement in respect of PCHC Financing I, with respect to the Trust Preferred Securities (incorporated herein by reference to Exhibit 4.6 of the Registration Statement). 3 4 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized. PCHC FINANCING I By: PHILADELPHIA CONSOLIDATED HOLDING CORP. as Depositor Date: April 24, 1998 By: /s/ Craig P. Keller -------------------- Name: Craig P. Keller Title: Vice President, Secretary, Chief Financial Officer 4