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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: November 15, 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)
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ITEM 5. OTHER EVENTS
On November 15, 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 November 15, 1996.
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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: November 15,1996 By /s/ SCOTT D. SILVERMAN
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Scott D. Silverman
Senior Vice President, General Counsel
and Secretary
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
99 Press Release dated November 15, 1996.
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NEWS RELEASE
***FOR IMMEDIATE RELEASE***
PennCorp Financial Group, Inc.
New York, New York 10151
Analysts' Contact:
Ms. Elizabeth Malone
(301) 656-1777
Media Contact:
Ms. Carol Spencer
(301) 215-8230
November 15, 1996
PENNCORP FINANCIAL GROUP, INC.
ANNOUNCES SIGNING OF DEFINITIVE MERGER AGREEMENT WITH
WASHINGTON NATIONAL CORPORATION
New York, N.Y. - November 15, 1996 - PennCorp Financial Group, Inc. (NYSE: PFG)
announced today the signing of a definitive agreement to acquire the stock of
Washington National Corporation (NYSE: WNT).
The transaction, valued at approximately $400 million, is subject to approval
by PennCorp and Washington National shareholders and certain regulatory
agencies, and is expected to be completed during the first quarter of 1997.
The consideration for the transaction will be PennCorp Financial Group common
stock and cash. The transaction is intended to be a tax free merger with
respect to PennCorp Financial common stock received.
Under the agreement, the holder of each outstanding share of Washington
National common stock will be entitled to receive $29.50 in the form of cash,
subject to the cash limitation described below, or shares of PennCorp common
stock, or a combination of cash and shares of PennCorp common stock. The
aggregate purchase price is subject to a reduction of up to $3 million
(approximately $.23 per share) depending on the price obtained in a sale of
Washington National's commercial mortgage portfolio. Approximately $73 million
of cash consideration will be available on a pro-rata basis to those Washington
National Corporation common stock shareholders who elect to receive cash for
their shares. In addition, approximately $27 million will be used to purchase
shares held by a Washington National pension plan, to redeem the shares of
Washington
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National Corporation's $2.50 convertible preferred stock (which will be
redeemed prior to the close of this transaction), and to retire outstanding
Washington National Corporation options and shares of restricted stock.
Additionally, two Washington National board members will be named to PennCorp's
board of directors.
The amount of PennCorp common stock received in the merger will depend on the
average closing price of PennCorp common stock during the 20 trading days
ending on the third trading day prior to the closing. If the average closing
price is between $31.66 and $38.69 per share, the value of PennCorp common
stock received will remain at $29.50 (subject to the above adjustment). If the
average closing price is between $28.14 and $31.66, the amount of PennCorp
common stock received will be the same as for a price of $31.66. If the
average closing price is below $28.14, the transaction may be terminated by
Washington National unless PennCorp provides additional shares to maintain the
value at the same level as for an average closing price of PennCorp common
stock of $28.14. If the average closing price is between $38.69 and $42.21 per
share, the amount of PennCorp common stock received will be the same as for a
price of $38.69. If the average closing price is greater than $42.21, the
transaction may be terminated by PennCorp unless Washington National agrees to
adjust the number of shares of PennCorp common stock to maintain the value at
the same level as for an average closing price of $42.21.
Subject to the filing of appropriate materials with the Securities and Exchange
Commission, both companies expect to mail proxy statements to shareholders and
hold shareholder meetings to vote on the transaction as soon as possible.
Washington National Corporation is an insurance holding company whose two main
operating subsidiaries are Washington National Insurance Company, the premier
writer of disability products to the educator market, and United Presidential
Life, a leading writer of universal life products. As of June 30, 1996
Washington National Corporation, had over 2.9 billion of assets and GAAP book
value (adjusted for option proceeds and severance payments) of $392 million.
"We are excited about adding these two quality insurance operations into
PennCorp", stated David J. Stone, Chairman and CEO of PennCorp Financial.
"Washington National Insurance Company and United Presidential provide PennCorp
with additional distribution channels into our target middle market,
substantial cross-marketing opportunities and the potential for significant
consolidation savings. Additionally, this transaction evidences PennCorp's
continuing plan of consolidating life insurance companies in transactions that
make financial sense and which are accretive to earnings."
PennCorp is an insurance holding company. Through its subsidiaries, PennCorp
underwrites and markets life, annuities and fixed benefit accident and sickness
insurance to the middle market throughout the United States, Canada, and the
Caribbean basin.
