Philadelphia Consolidated Holding Corp - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
August 01 2008 - 3:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2)
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Philadelphia Consolidated Holding Corp.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Philadelphia
Consolidated Holding Corp. is posting on its internal website today the following Addendum #1 to its Employee FAQs.
Philadelphia
Insurance Companies
Employee FAQs
Addendum #1
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Will employees still be receiving a Holiday bonus and are there any changes planned for the
401K match?
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The Company does not anticipate changing any of its benefit plans.
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Will Tokio Marine be offering an Employee Stock Purchase Plan (ESPP)?
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Tokio Marine does not offer an ESPP.
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Will another retirement package be offered by Tokio Marine?
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This has not been discussed with Tokio Marine at this point.
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Are employees permitted to trade their PHLY stock prior to the closing of the merger with
Tokio Marine?
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The Q2 restricted trading period ended on July 25, 2008. Employees may trade their vested shares until the Q3 restricted trading period begins (September 20, 2008). However, please
keep in mind that in accordance with the Companys securities law compliance guidelines, no
employee may at any time sell or purchase any shares when such employee is in possession of
any material, non-public information concerning Philadelphia Consolidated Holding Corp., any
of its subsidiaries or any businesses, operations, financial condition or any other matter
relating to PCHC or any of it subsidiaries.
5.
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If an employee recently purchased shares under the ESPP, will long-term capital gains tax
rates be applicable on the transfer of shares in connection with the merger?
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For all ESPP shares purchased more than 1 year prior to the closing of the merger with Tokio
Marine, the tax rates on long-term capital gains will be applicable.
6.
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Will taxes be withheld upon the transfer of my ESPP shares in connection with the merger?
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If you purchased shares under the Qualified Plan, no taxes will be withheld upon the
transfer of your shares in connection with the merger.
If you purchased shares under the Non-Qualified Plan and you did not file an IRC 83 (b)
election, taxes will be withheld upon the transfer of your shares in connection with the
merger.
If you purchased shares under the Non-Qualified Plan and you filed an IRC 83 (b) election,
no taxes will be withheld upon the transfer of your shares in connection with the merger.
7.
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Can I pay off my ESPP loan balance now?
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You can pay off any outstanding loan balances prior to the closing of the merger with Tokio
Marine and sell such shares through a broker of your choice (subject to the Companys restricted
trading policy).
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What will happen to any outstanding ESPP loan balances as of the date of the closing of the
merger with Tokio Marine?
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Any outstanding ESPP loan balances will be subtracted from the proceeds of the transfer of
your shares in connection with the merger.
9.
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What will happen to the restricted stock that was awarded to me and ESPP shares that I
subscribed to that have not yet vested?
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Such shares will vest upon the closing of the merger with Tokio Marine and be purchased at
$61.50 per share.
10.
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Will taxes be withheld upon the transfer of shares in connection with the merger for my
restricted stock awards?
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Yes. Promptly after the closing of the merger with Tokio Marine, employees will be given
instructions as to how to transfer their shares in connection with the merger for their
restricted stock awards.
11.
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Will employees have the opportunity to purchase stock before the closing of the merger with
Tokio Marine?
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The Company will not be offering shares under the ESPP or issuing any type of equity awards
prior to the closing of the merger with Tokio Marine.
12.
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How will my shares be transferred in connection with the merger if they are held in my
brokerage account?
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Promptly after the closing of the merger with Tokio Marine, employees will be given
instructions as to how to transfer their shares in connection with the merger for shares that
are held in their brokerage account.
13.
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Will employees incur any transaction fees for the transfer of their shares in connection
with the merger?
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It is not anticipated that any transaction fees will be charged for the transfer of PHLY shares in connection with the merger.
14.
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Will the transfer of my shares in connection with the merger result in a tax liability?
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Yes. This is due to the large premium Tokio Marine will be paying PHLY shareholders for
their stock.
These are complicated transactions and taxes will vary from person to person. Employees are
advised to consult with their tax advisor to answer any specific questions.
Forward-Looking Statements
Statements included in this communication that are not historical facts are forward-looking
statements within the meaning of the federal securities laws, including the Private Securities
Litigation Reform Act of 1995. These forward-looking statements include statements regarding
expectations as to the completion of the Merger and the other transactions contemplated by the
Merger Agreement. Forward-looking statements are based on our current expectations and beliefs concerning future events and
involve risks, uncertainties and assumptions. The factors that could cause actual results to
differ materially include, in addition to Risk Factors referred to in filings made with the
Securities and Exchange Commission (SEC), the following: operating costs, customer loss and
business disruption (including, without limitation, difficulties in maintaining relationships with
employees, customers or suppliers) may be greater than expected following the announcement of the
transaction; the retention of certain key employees at PHLY; the conditions to the completion of
the transaction may not be satisfied, or the regulatory approvals required for the transaction may
not be obtained on the terms expected or on the anticipated schedule; the parties may not be able
to meet expectations regarding the timing, completion and accounting and tax treatments of the
merger. Philadelphia Consolidated assumes no obligation to, and expressly
disclaims any obligation, to
update the information in this communication, except as otherwise required by law. Readers are cautioned
not to place undue reliance on these forward-looking statements that speak only as of the date
hereof.
Additional Information and Where to Find It
This communication may be deemed solicitation material in respect of the proposed acquisition of
Philadelphia Consolidated by Tokio Marine Holdings, Inc. In connection with the proposed acquisition, Philadelphia Consolidated intends to file relevant
materials with the SEC, including Philadelphia Consolidateds proxy statement on Schedule 14A.
WE URGE SHAREHOLDERS OF
PHILADELPHIA CONSOLIDATED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, INCLUDING PHILADELPHIA CONSOLIDATEDS
PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain copies of the proxy statement (when
available) as well as other filed documents containing information about Philadelphia Consolidated free of charge at the
SECs web site, http://www.sec.gov, and shareholders of Philadelphia Consolidated will receive information at an
appropriate time on how to obtain transaction-related documents for free from Philadelphia Consolidated. Such documents
are not currently available. Free copies of Philadelphia Consolidateds SEC filings are also available from Philadelphia Consolidated, One
Bala Plaza, Suite 100, Bala Cynwyd, PA 19004, Attention: Joseph
Barnholt, Assistant Vice President, Finance and Tax Reporting,
Investor Relations.
Participants in the Solicitation
Philadelphia
Consolidated, and its directors and executive officers, and Tokio
Marine Holdings, Inc., and its directors and executive
officers, may be deemed to be participants in the solicitation of proxies from the holders of
Philadelphia Consolidateds common stock in respect of the proposed transaction. Information about Philadelphia Consolidateds directors and
executive officers is set forth in the proxy statement for Philadelphia Consolidateds 2008 Annual Meeting of
Shareholders, which was filed with the SEC on April 15, 2008.
Certain information about the directors and
executive officers of Tokio Marine Holdings, Inc. is set forth in its
Schedule 13D to be filed with the SEC with
respect to Philadelphia Consolidateds shares pursuant to the
Exchange Act. Shareholders and investors may obtain additional
information regarding the interest of such participants by reading
the proxy statement regarding the acquisition when it becomes
available. Shareholders and investors may obtain additional information regarding
the interest of such participants by reading the proxy statement regarding the acquisition when it
becomes available.
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