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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number 1-11422
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: June 30, 1997
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission
has verified any information herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full name of registrant: PennCorp Financial Group, Inc.
Former name if applicable:
745 Fifth Avenue, Suite 500
Address of Principal executive office
City, state and zip code: New York, New York 10151
PART II
RULE 12B-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check appropriate box.)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the 15th calendar
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day following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
[ ](c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III
NARRATIVE
The Form 10-Q could not be filed within the prescribed time period without
unreasonable effort or expense. This conclusion is based on the following
facts:
1. On August 14, 1997 the Company was concluding the final review of its Form
10-Q and preparing the document for electronic filing.
2. Late in the afternoon of August 14, 1997, the Company received
correspondence from the Securities and Exchange Commission (the "SEC")
relating to accounting questions raised by the SEC in the course of its
review of the joint proxy statement filed in connection with a merger
between the Company and Washington National Corporation.
3 The Company could not evaluate the SEC's letter and assess its impact on
the Company's Form 10-Q prior to the prescribed time period.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Scott D. Silverman (301) 656-1777
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s).
[X] Yes [ ]No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof?
[ ] Yes [X] No
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If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
PENNCORP FINANCIAL GROUP, INC.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by its behalf by the
undersigned thereunto duly authorized.
Date: August 14, 1997 By: /s/ Scott D. Silverman
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Scott D. Silverman
Senior Vice President
General Counsel and Secretary
