UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of
The Securities Exchange Act of 1934
Date of Report: September 3, 1997
WASHINGTON NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-7369 36-2663225
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
300 Tower Parkway, Lincolnshire, Illinois 60069
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 793-3000
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Item 5. Other Events.
Washington National Corporation issued a press release yesterday
announcing that it and PennCorp Financial Group, Inc. have
mutually terminated their November 1996 merger agreement,
effective immediately. Washington National stated that it
remains in active discussions with PennCorp regarding the
possibility of restructuring the transaction. Washington
National also intends to explore other options as part of its
continuing effort to maximize shareholder value. However, there
can be no assurance that Washington National will enter into any
transaction or that any such transaction will be on terms more
favorable than the previous merger agreement with PennCorp.
A copy of the press release is attached hereto as Exhibit
99.
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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.
WASHINGTON NATIONAL CORPORATION
(Registrant)
Date: September 3, 1997 By: /s/ Craig R. Edwards
Craig R. Edwards, Vice President,
General Counsel and Secretary
EXHIBIT 99
WASHINGTON NATIONAL CORPORATION ANNOUNCES TERMINATION OF
MERGER AGREEMENT WITH PENNCORP FINANCIAL GROUP
Washington National Corporation announced on September
2, 1997 that by mutual agreement with PennCorp Financial
Group, Inc., the companies have terminated their November
1996 merger agreement effective immediately. The two
companies remain in active discussions regarding the
possibility of restructuring the transaction. However,
Washington National has concluded that, following two
extensions of the original merger agreement, it is still not
possible to predict when a merger with PennCorp could be
completed, and that it is in the best interests of
Washington National and its shareholders to explore
additional options.
Washington National Corporation is an insurance holding
company with subsidiaries engaged primarily in marketing and
underwriting life insurance and annuities for individuals and
specialty health insurance for educators.
