<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report: August 5, 1996
PENNCORP FINANCIAL GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
1-11422 13-3543540
(Commission File Number) (I.R.S. Employer Identification No.)
745 Fifth Avenue, Suite 500, New York, New York 10151
(Address of Principal Executive Offices) (Zip Code)
(212) 832-0700
(Registrant's Telephone Number, Including Area Code)
<PAGE> 2
ITEM 5. OTHER EVENTS
On August 2, 1996, the Registrant issued the press release filed
herewith as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibits.
99. Press release dated August 2, 1996.
<PAGE> 3
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.
PENNCORP FINANCIAL GROUP, INC.
Date: August 5, 1996 By /s/ SCOTT D. SILVERMAN
------------------------------------------
Scott D. Silverman
Senior Vice President, General Counsel
and Secretary
<PAGE> 4
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
99 Press Release dated August 2, 1996.
<PAGE> 1
EXHIBIT 99
August 2, 1996
PENNCORP FINANCIAL GROUP, INC.
PRICES CONVERTIBLE PREFERRED STOCK
New York, N.Y. -- PennCorp Financial Group, Inc. (NYSE-PFG) ("PennCorp"
or the "Company") announced today that it priced its previously announced
private placement of convertible preferred stock. The Company has agreed to
sell $125 million of its $3.50 Series II Convertible Preferred Stock (plus up
to an additional $18.75 million to cover over-allotments, if any), which will
have an annual dividend yield of $3.50 per share (based on a liquidation value
of $50 per share) and which will be convertible into shares of PennCorp's
common stock at an initial conversion price of $34.90 per share of common
stock, representing a conversion premium of 23%.
Net proceeds of the offering will be used to repay a substantial
portion of the borrowings under the Company's revolving credit agreement
incurred (i) to fund the cash portion of the purchase price for the United
Companies Life Insurance Company ("UC Life") which PennCorp acquired on July
24, 1996, (ii) to make required capital contributions to UC Life in connection
therewith and (iii) to pay related acquisition expenses.
No registration statement for this private placement of the $3.50
Series II Convertible Preferred Stock has been or will be filed with the
Securities and Exchange Commission, and the securities sold in the offering may
not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the Securities Act
of 1933, as amended.
PennCorp Financial Group, Inc. is an insurance holding company. Through
its subsidiaries, the Company underwrites and markets life and fixed benefit
accident and sickness insurance and annuities to the middle market throughout
the United States, Canada and the Caribbean basin.
