Philadelphia Consolidated Holding Corp - Amended Statement of Ownership (SC 13G/A)
February 14 2008 - 2:03PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(AMENDMENT NO. 14)
Philadelphia Consolidated Holding Corp.
(NAME OF ISSUER)
Common Stock, no par value
(TITLE OF CLASS OF SECURITIES)
717528 10 3
(CUSIP NUMBER)
December 31, 2007
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-(c)
[ X ] Rule 13d-1(d)
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13G
CUSIP No. 717528 10 3 Page 2 of 9 Pages
-------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James J. Maguire
-------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
-------------------------------------------------------------------------------
3. SEC USE ONLY
-------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
-------------------------------------------------------------------------------
NUMBER OF SHARES 5. SOLE VOTING POWER
BENEFICIALLY 5,343,445 (1)
OWNED BY EACH ------------------------------------------------------
REPORTING 6. SHARED VOTING POWER
PERSON WITH 6,076,298
------------------------------------------------------
7. SOLE DISPOSITIVE POWER
5,343,445 (1)
------------------------------------------------------
8. SHARED DISPOSITIVE POWER
6,076,298
-------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,419,743 (1)
-------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [X]
-------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.8% (1)
-------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
IN
-------------------------------------------------------------------------------
(1) See Item 4 of this Amendment for information relating to 989,836 shares
(1.4 percent of the class) which Mr. Maguire has the right to acquire under
the terms of a trust of which his wife, Frances Maguire, is the sole
trustee, and Mr. Maguire is the beneficiary.
*SEE INSTRUCTIONS BEFORE FILLING OUT
|
SCHEDULE 13G
CUSIP No. 717528 10 3 Page 3 of 9 Pages
-------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Frances Maguire
-------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
-------------------------------------------------------------------------------
3. SEC USE ONLY
-------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
-------------------------------------------------------------------------------
NUMBER OF SHARES 5. SOLE VOTING POWER
BENEFICIALLY 1,577,836
OWNED BY EACH ------------------------------------------------------
REPORTING 6. SHARED VOTING POWER
PERSON WITH 6,679,694
------------------------------------------------------
7. SOLE DISPOSITIVE POWER
1,577,836
------------------------------------------------------
8. SHARED DISPOSITIVE POWER
6,679,694
-------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,257,530
-------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
-------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.5%
-------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
IN
-------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
|
SCHEDULE 13G
CUSIP No. 717528 10 3 Page 4 of 9 Pages
Item 1(a). Name of Issuer:
Philadelphia Consolidated Holding Corp.
Item 1(b). Address of Issuer's Principal Executive Offices:
One Bala Plaza, Suite 100
Bala Cynwyd, PA 19004
Item 2(a). Name of Person Filing:
James J. Maguire
Item 2(b). Address of Principal Business Office or, if None, Residence:
One Bala Plaza, Suite 100
Bala Cynwyd, PA 19004
Item 2(c). Citizenship:
USA
Item 2(d). Title of Class of Securities:
Common Stock (no par value)
Item 2(e). CUSIP Number:
717528 10 3
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
Not Applicable
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange
Act;
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Exchange Act;
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Exchange Act;
(e) [ ] Investment Adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
|
SCHEDULE 13G
CUSIP No. 717528 10 3 Page 5 of 9 Pages
(g) [ ] Parent Holding Company or Control Person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] Saving Association as defined in Section 3(b) of The
Federal Deposit Insurance Act;
(i) [ ] Church Plan that is excluded from the definition of
an Investment Company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount beneficially owned:
James J. Maguire beneficially owns 11,419,743 shares
of Common Stock representing 15.8% of the Common
Stock, and Frances Maguire, the wife of James J.
Maguire, beneficially owns 8,257,530 shares of Common
Stock, representing 11.5% of the Common Stock, as
calculated in accordance with Rule 13d-3(d)(1). Mr.
Maguire has shared power to vote or direct the vote
and shared power to dispose of or direct the
disposition over 6,076,298 shares of Common Stock, of
which he jointly owns 5,251,500 shares with his
spouse, Frances Maguire and is co-director, with his
wife, of the Maguire Foundation which owns 824,798
shares. In addition, Mr. Maguire has sole power to
vote or direct the vote over 5,343,445 shares of
Common Stock and the sole power to dispose or direct
the disposition over 5,343,445 shares of Common
Stock. 989,836 of such shares are shares which
Mr. Maguire has the right to acquire under the terms
of a trust of which his wife, Frances Maguire, is the
sole trustee, and Mr. Maguire is the beneficiary.
Frances Maguire has sole power to dispose or direct
the disposition of 1,577,836 shares of Common Stock.
Mr. Maguire disclaims beneficial ownership of 588,000
of such shares, which shares are held in Mrs.
Maguire's name alone.
(b) Percent of Class:15.8%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
5,343,445
(ii) Shared power to vote or to direct the vote:
6,076,298
(iii) Sole power to dispose or direct the
disposition of:
5,343,445
(iv) Shared power to dispose or to direct the
disposition of:
6,076,298
|
SCHEDULE 13G
CUSIP No. 717528 10 3 Page 6 of 9 Pages
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following: [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 13, 2008
----------------------------------
(Date)
/s/ James J. Maguire
----------------------------------
(Signature)
James J. Maguire
----------------------------------
(Name/Title)
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SCHEDULE 13G
CUSIP No. 717528 10 3 Page 7 of 9 Pages
Item 1(a). Name of Issuer:
Philadelphia Consolidated Holding Corp.
Item 1(b). Address of Issuer's Principal Executive Offices:
One Bala Plaza, Suite 100
Bala Cynwyd, PA 19004
Item 2(a). Name of Person Filing:
Frances Maguire
Item 2(b). Address of Principal Business Office or, if None, Residence:
One Bala Plaza, Suite 100
Bala Cynwyd, PA 19004
Item 2(c). Citizenship:
USA
Item 2(d). Title of Class of Securities:
Common Stock (no par value)
Item 2(e). CUSIP Number:
717528 10 3
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
Not Applicable
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange
Act;
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Exchange Act;
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Exchange Act;
(e) [ ] Investment Adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
|
SCHEDULE 13G
CUSIP No. 717528 10 3 Page 8 of 9 Pages
(g) [ ] Parent Holding Company or Control Person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] Saving Association as defined in Section 3(b) of The
Federal Deposit Insurance Act;
(i) [ ] Church Plan that is excluded from the definition of
an Investment Company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount beneficially owned:
The 8,257,530 shares beneficially owned by Ms.
Frances Maguire, as calculated in accordance with
Rule 13d-3(d)(1), include 5,251,500 shares which she
owns jointly with her husband, James J. Maguire,
824,798 shares owned by the Maguire Foundation of
which she is co-director with her husband, 603,396
shares held in two family trusts of which she is
co-trustee and 989,836 shares held in a trust of
which she is sole trustee and Mr. James J. Maguire is
the beneficiary. Under the terms of the trust of
which Ms. Maguire is the sole trustee and Mr. Maguire
is the beneficiary, Mr. Maguire has the right to
acquire all or any portion of the shares in such
trust by substituting assets having a fair market
value equal to the fair market value of the shares
acquired at the time of such acquisition.
(b) Percent of Class:11.5%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
1,577,836
(ii) Shared power to vote or to direct the vote:
6,679,694
(iii) Sole power to dispose or direct the
disposition of:
1,577,836
(iv) Shared power to dispose or to direct the
disposition of:
6,679,694
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
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SCHEDULE 13G
CUSIP No. 717528 10 3 Page 9 of 9 Pages
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following: [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 13, 2008
----------------------------------
(Date)
/s/ Frances Maguire
----------------------------------
(Signature)
Frances Maguire
----------------------------------
(Name/Title)
|
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