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, 1998
__ 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:
Address of Principal executive office 590 Madison Avenue, 38th Floor
City, state and zip code: New York, New York 10022
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 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 each of August 13, 1998 and August 14, 1998, the Company received a
proposal for the purchase of its Career Sales Division.
2. The proposals provide for proceeds of such a sales transaction for that
Division to be materially less than the Company's original expectations.
3. Because each of the proposals received for the Career Sales Division
involved combinations of cash and securities, and because one of the
proposals contains an offer to acquire additional assets of the Company not
previously contemplated to be sold as part of the sale of the Career Sales
Division, the Company has not had an adequate opportunity to evaluate with
its financial advisor the relative values attributable to each transaction.
In addition, as previously disclosed by the Company, the Company is
evaluating the feasibility of, and the impact on its financial statements,
of a possible spin-off of its Career Sales Division and is comparing the
sales proposals to the possible spin-off. Accordingly, because of the late
date on which the Company received these proposals, it has not been able to
complete the analysis required by Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed of" relating to the carrying value of
the Career Sales Division.
<PAGE>
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Scott D. Silverman (301) 656-1777
(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?
X Yes __ No
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.
As each of the proposals received for the Career Sales Division involved
combinations of cash and securities, and because one of the proposals contains
an offer to acquire additional assets of the Company not previously contemplated
to be sold as part of the sale of the Career Sales Division, the Company has not
had an adequate opportunity to evaluate with its financial advisor the relative
values attributable to each transaction. In addition, as previously disclosed by
the Company, the Company is evaluating the feasibility of, and the impact on its
financial statements, of a possible spin-off of its Career Sales Division and is
comparing the sales proposals to the possible spin-off. Accordingly, because of
the late date on which the Company received these proposals, it has not been
able to complete the analysis required by Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of" relating to the carrying value of the
Career Sales Division.
The results of such analysis are expected to have a material impact on the
Company's financial position and results of operations as of and for the six
month period ended June 30, 1998.
Additionally, the Company anticipates a reduction in net income applicable to
common stock primarily due to the reevaluation of reserve estimates aggregating
approximately $27 million as well as an increase in certain other operating
expenses aggregating approximately $19 million for the three month period ended
June 30, 1998, as compared to the corresponding pro forma (including the
statement of income of the Company as well as the acquisition of Southwestern
Financial Corporation and Subsidiaries including financing thereof, and the
acquisition of the interests of Messrs. Fickes and Stone in Knightsbridge
Management LLC, Knightsbridge Capital LLC and Knightsbridge Consultants LLC
including financing thereof, as though each had occurred on January 1, 1997)
three month period ended June 30, 1997.
PENNCORP FINANCIAL GROUP, INC.
(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, 1998 By: /s/Scott D. Silverman
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Scott D. Silverman
Executive Vice President,
Chief Administrative Officer
& General Counsel
