Attached files
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EX-99.2 - EXHIBIT 99.2 - PMA CAPITAL CORP | ex99-2.htm |
EX-99.1 - EXHIBIT 99.1 - PMA CAPITAL CORP | ex99-1.htm |
UNITED
STATES
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) October 30, 2009
PMA
Capital Corporation
(Exact
name of registrant as specified in its charter)
Pennsylvania
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001-31706
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23-2217932
|
||
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
380
Sentry Parkway
Blue
Bell, Pennsylvania
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19422
|
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(Address
of principal executive offices)
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(Zip
Code)
|
Registrant’s
telephone number, including area code:
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(610)
397-5298
|
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry
into a Material Definitive Agreement.
As
previously announced, on March 28, 2008, PMA Capital Corporation (the “Company”)
entered into a Stock Purchase Agreement (the “Agreement”) with Armour
Reinsurance Group Limited (“Armour Re”), a Bermuda-based corporation, pursuant
to which Armour Re will purchase from the Company all of the issued and
outstanding shares of PMA Capital Insurance Company, a Pennsylvania domestic
property and casualty insurance company, PMA Re Management Company, a
Pennsylvania corporation, and High Mountain Reinsurance, Ltd., a Cayman Islands
exempted limited liability company. The closing of the sale and
transfer of ownership are pending approval by the Pennsylvania Insurance
Department.
Under the
amended terms of the Agreement, the Agreement could have been terminated by
either the Company or Armour Re if the closing of the sale had not occurred by
October 31, 2009. On October 30, 2009, the Company and Armour Re
amended the Agreement to extend the termination date to December 31,
2009.
Item
2.02. Results of Operations and
Financial Condition.
On
November 3, 2009, PMA Capital Corporation (the “Registrant”) issued a news
release regarding its Third Quarter 2009 results, a copy of which is furnished
as Exhibit 99.1 hereto. Additionally, the Registrant’s Third Quarter
2009 Statistical Supplement is furnished as Exhibit 99.2.
The
information, including Exhibits 99.1 and 99.2 attached hereto, furnished under
this Item 2.02 shall not be deemed “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section. The information furnished under this
Item 2.02 shall not be incorporated by reference into any registration statement
or other document pursuant to the Securities Act of 1933, as amended, except as
otherwise expressly stated in such filing.
Item
9.01. Financial Statements and
Exhibits.
(d) Exhibits.
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.
PMA
Capital Corporation
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November
3, 2009
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By:
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/s/ William E.
Hitselberger
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Name:
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William
E. Hitselberger
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|||||||
Title:
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Executive
Vice President and Chief
Financial
Officer
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EXHIBIT
INDEX
Exhibit No.
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Description
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