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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
PENNCORP FINANCIAL GROUP, INC.
(Name of Issuer)
Common Stock ($.01 par value)
$3.375 Conv. Preferred Stock
$3.500 Conv. Preferred Stock
(Title of Class of Securities)
Common Stock CUSIP 708094107
$3.375 Pref. CUSIP 708094206
$3.500 Pref. CUSIP 708094701
(CUSIP Numbers)
AUGUST 20, 1998
(Date of Event Which Requires Filing of this Statement)
On August 20, 1998, the filer acquired net additions of 1,307,300 shares
of common stock, 208,300 shares of $3.375 conv. preferred, and
38,000 shares of $3.500 conv. preferred bringing new total of common &
common equivalents to over 5% which required this filing.
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP Nos. 708094107 / 708094206 / 708094701
_________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph L. Harrosh ###-##-####
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (See Instructions) (b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION United States
_________________________________________________________________
| (7) SOLE VOTING POWER
| 2,408,900 com. stock
| 228,200 $3.375 conv. pref.
| 38,000 $3.500 conv. pref.
| 2,968,207 com. & com. equivalents
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|
| (8) SHARED VOTING POWER
| -0-
NUMBER OF SHARES BENEFICIALLY |_____________________________
OWNED BY EACH REPORTING | (9) SOLE DISPOSITIVE POWER
PERSON WITH | 2,408,900 com. stock
| 228,200 $3.375 conv. pref.
| 38,000 $3.500 conv. pref.
| 2,968,207 com. & com. equivalents
_____________________________
|
| (10) SHARED DISPOSITIVE
| POWER
| -0-
___________________________________|_____________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,408,900 Shares Common Stock ($0.01 Par Value)
228,200 $3.375 conv. pref. (conv. into 2.2124) = 504,869 com. eq. shares
38,000 $3.500 conv. pref. (conv. into 1.4326) = 54,438 com. eq. shares
2,968,207 common & common equivalents
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) :
8.0126% common stock
9.9217% $3.375 conv. preferred
1.3217% $3.500 conv. preferred
9.6926% of common shares outstanding plus filer's common equivalents*
*Foot Note to 13: As of August 11, 1998 there were 30,064,070
common shares outstanding. If filer's $3.375 conv. preferred
were converted into 504,869 shares and $3.500 conv. preferred were
converted into 54,438 common shares, the filer's 2,968,207 common &
common equivalent shares would equal 9.6926% of the combined 30,064,070
common shares outstanding plus the filer's 539,307 common equivalent shares.
_________________________________________________________________
14 TYPE OF REPORTING PERSON IN
_________________________________________________________________
Item 1.
(a) Name of Issuer:
PennCorp Financial Group, Inc.
(b) Address of Issuer's Principal Executive Offices:
590 Madison Avenue, New York, NY 10022.
Phone (212) 896-2700. Attn: David Stone
Item 2.
(a) Name of Person Filing:
Joseph L. Harrosh
(b) Address of Principal Business Office:
40900 Grimmer Blvd., Fremont, CA 94538
(c) Citizenship:
United States
(d) Title of Class of Securities:
Common Stock ($0.01 par value)
$3.375 Conv. Preferred
$3.500 Conv. Preferred
(e) CUSIP Number:
383485109 Common Stock
708094206 $3.375 Conv. Preferred
708094701 $3.500 Conv. Preferred
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer identified
in Item 1.
(a) Amount beneficially owned: 2,408,900 Common stock
228,200 $3.375 Conv. Pfd
38,000 $3.500 Conv. Pfd
2,968,207 common & common equivalents
(b) Percent of class: 8.0126% Common stock
9.9217% $3.375 Conv. Pfd
1.3217% $3.500 Conv. Pfd
9.6926% common & common equivalents
(c) Number of Shares as to which the person has:
(i) Sole power to vote or to direct to vote:
2,968,207 common & common equivalents
(ii) Share power to vote or to direct to vote:
0 Shares
(iii) Sole power to dispose or to direct the disposition of:
2,968,207 common & common equivalents
(iv) Shared power to dispose or to direct the disposition of:
0 Shares
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person
If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be included
in response to this item and, if such interest relates to more than five
percent of the class, such person should be identified. A listing of the
shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of empolyee benefit plan pension
fund endowment fund is not required.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
If a parent holding company has filed this schedule, pursuant to
Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company has filed this schedule pursuant
to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
Item 8. Identification and Classification of Memebers of the Group
If a group has filed this schedule pursuant to Section 240.13d-
1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating
the identity and Item 3 classification of each memeber group. If a group
has filed this schedule pursuant to Section 240.13d-1(c) or Section
240.13d-1(d), attach an exhibit stating the identity of each member group.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings with
respect to transactions in the security reported on will be filed, if
required, by members of the group, in their individual capacity. See item 5
Item 10. Certification
(a) The following certification shall be included if the
statement is filed pursuant to Section 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securites and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
(b) The following certification shall be included if the
statement is filed pursuant to Section 240.13d-1(c):
By signing below I certify that to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: August 20, 1998
/s/ JOSEPH L. HARROSH
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Joseph L. Harrosh
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