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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: November 17, 1998
Commission File Number 1-11422
PENNCORP FINANCIAL GROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or 13-3543540
organization) (I.R.S. employer identification no.)
590 Madison Avenue 10022
New York, New York (Zip code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 896-2700
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Item 5. Other Events
On November 16, 1998, the Registrant entered into the Amendment No. 4
and Waiver dated as of November 16, 1998 to the Credit Agreement, dated as of
March 12, 1997, by and among the Registrant, the lenders signatory to the Credit
Agreement and The Bank of New York, filed herewith as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(C) Exhibits.
99.1 Amendment No. 4 and Waiver to Credit Agreement.
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SIGNATURE
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.
By:/s/Scott D. Silverman
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Scott D. Silverman
Executive Vice President, Chief Administrative
Officer, General Counsel and Secretary
Date: November 17, 1998
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INDEX TO EXHIBITS
Exhibit Number Description
99.1 Amendment No. 4 and Waiver to Credit Agreement.
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EXHIBIT 99.1
AMENDMENT NO. 4 and WAIVER
Dated as of November 16, 1998
to
CREDIT AGREEMENT
Dated as of March 12, 1997
PENNCORP FINANCIAL GROUP, INC., a Delaware corporation (the "Company"), the
lenders signatory to the Credit Agreement referred to below (the "Banks"), the
Managing Agents and the Co-Agents named therein (the "Agents") and THE BANK OF
NEW YORK, as administrative agent for the Banks (the "Administrative Agent"),
hereby agree as follows:
1. Credit Agreement. Reference is hereby made to the Credit
Agreement, dated as of March 12, 1997, among the Company, the Banks, the Agents
and the Administrative Agent (as amended, modified or waived prior to the date
hereof, the "Credit Agreement"). Terms used in this Amendment and Waiver (this
"Amendment and Waiver") that are defined in the Credit Agreement and are not
otherwise defined herein are used herein with the meanings therein ascribed to
them. The Credit Agreement as modified by this Amendment and Waiver is and shall
continue to be in full force and effect and is hereby in all respects confirmed,
approved and ratified.
2. Amendments. (a) Section 9 of the Credit Agreement is hereby
amended by adding:
(i) the word "or" at the end of present subsection (o);
(ii) a new subsection "(p)" thereto reading as follows:
"(p) The Company shall fail to receive (i) the
payments due to be made pursuant to the terms of
certain of the Surplus Notes and (ii) tax sharing
payments, together in the aggregate amount of
$13,650,000 on or before the close of business on
November 20, 1998; and"; and
(iii) a new subsection "(q)" thereto reading as
follows:
"(q) The Company shall fail to deliver to the Banks,
(i) on or before November 20, 1998, all information
furnished prior to the Effective Date, or (ii) within
three Business Days, all information furnished after
the Effective Date, by the Company to the
Commissioner of Insurance of the Texas Department of
Insurance pursuant that certain letter agreement
dated September 22, 1998 from the Company and its
Subsidiaries addressed to the Commissioner of
Insurance of the Texas Department of Insurance."
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(b) Section 11.03 of the Credit Agreement is hereby
amended by:
(i) deleting from subparagraph (c) the words "(A) the
protection, preservation, exercise or enforcement of any of
its rights in, under or related to or the Loan Documents or
(B)";
(ii) changing the "." appearing at the end of
subparagraph (c) to "; and"; and
(iii) adding a new subparagraph (d) reading as follows:
"(d) (i) include, as one of the "disbursements" of
Winthrop, Stimson, Putnam & Roberts referred to in
subparagraph (b) of this Section 11.03, the
reasonable fees and disbursements of Ernst & Young
LLP, and Winthrop, Stimson, Putnam & Roberts and
shall pay the amount thereof promptly upon the
submission by Winthrop, Stimson, Putnam & Roberts to
the Company of an invoice of Ernst & Young LLP,
specifying such fees and disbursements, it being
understood that Ernst & Young shall submit such
invoices on a monthly basis; and
(ii) notwithstanding anything to the contrary
contained in subparagraph (c) of this Section 11.03,
pay or reimburse each Bank for all reasonable costs
and expenses (including reasonable fees and
disbursements of any legal counsel employed or
retained by such Bank) incurred by such Bank from and
including, November 2, 1998, in connection with, or
arising out of, or in any way related to, consulting
with respect to and attending meetings relating to
the protection, preservation, exercise, enforcement,
waiver or amendment, of any of its rights in, to or
related to the Loan Documents, any such costs and
expenses to be reimbursed promptly after the
submission of an invoice specifying such cost and
expense."
3. Waivers. (a) The Banks hereby waive compliance with Section 8.19
of the Credit Agreement to the extent that any non-compliance resulted from the
failure to deliver the Pledged Securities and Surplus Notes by the time set
forth in Section 8.19 of the Credit Agreement.
(b) The Banks hereby waive compliance with Section 8.01(a)
and (b) of the Credit Agreement for the period from and including the Effective
Date through and including March 30, 1999 (the "Waiver Period"), to the extent
that any non-compliance results solely from the failure to deliver the financial
statements, balance sheets and certificates required by such Section 8.01(a) and
(b) on a due date that is not a Business Day; provided that, notwithstanding the
foregoing, the Company shall deliver such financial statements, balance sheets
and certificates to each of the Banks no later than the next succeeding Business
Day.
(c) The Banks hereby waive compliance with Section 8.10 of
the Credit Agreement for the Waiver Period to the extent that any non-compliance
results solely from the $145,000,000 mark to market adjustment required by GAAP
of the fair market value of the PennUnion Companies as discussed in the
Company's Form 10-Q filed with the Securities and Exchange Commission ("SEC")
for the fiscal quarter ending September 30, 1998.
(d) The Banks hereby waive compliance with Section 8.11 of
the Credit Agreement for the Waiver Period to the extent that any non-compliance
results solely from the $15,900,000 increase in disability claim reserves
(non-cash), for Pennsylvania Life Insurance Company during the three month
period ended September 30, 1998.
(e) The Banks hereby waive compliance with Section 8.13 of
the Credit Agreement for the Waiver Period to the extent that any non-compliance
results solely from the $145,000,000 mark to market adjustment required by GAAP
of the fair market value of the Penn Union Companies as discussed in the
Company's Form 10-Q filed with the SEC for the fiscal quarter ending September
30, 1998.
(f) The Banks hereby waive compliance with Section 8.16 of
the Credit Agreement to the extent that any non-compliance results solely from
the capital contributions by the Company to Kivex, Inc. (i) prior to the
Effective Date (as defined in Section 5), in the aggregate amount of $1,125,000,
for the purpose of funding capital and other costs and expenses of Kivex, Inc.
and (ii) subsequent to the Effective Date and on or prior to December 31, 1998
for the purpose of funding the payment by Kivex, Inc. of the salaries, at the
rates in effect on the Effective Date, of Kivex, Inc.'s employees that were
employees on the Effective Date, which capital contributions were not and, in
the case of the capital contributions referred to in clause (ii), would not be,
in compliance with Section 8.16 but for this Waiver.
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(g) The Banks hereby waive compliance with Section 8.19 of
the Credit Agreement to the extent that any non-compliance results solely from
the capital contributions by the Company to Kivex, Inc. (i) prior to the
Effective Date, in the aggregate amount of $1,125,000, for the purpose of
funding capital and other costs and expenses of Kivex, Inc. and (ii) subsequent
to the Effective Date and on or prior to December 31, 1998 for the purpose of
funding the payment by Kivex, Inc. of the salaries, at the rates in effect on
the Effective Date, of Kivex, Inc.'s employees that were employees on the
Effective Date, which capital contributions were not and, in the case of the
capital contributions referred to in clause (ii), would not be, in compliance
with Section 8.19 but for this Waiver.
4. Fees. The Company agrees to pay, by 4:00 P.M. New York City time
on November 16, 1998, a fee to each Bank, in an amount equal to .25% of such
Bank's Commitment on November 16, 1998. Such fees, once paid, shall not be
refundable in whole or in part, and the failure to make any such payment when
due shall constitute an Event of Default under the Credit Agreement.
5. Effective Date. The amendments and waivers provided for herein
shall be effective as of the date first written above (the "Effective Date"),
but shall not become effective as of such date until this Amendment and Waiver
has been executed by the Company, the Majority Banks and the Administrative
Agent. Execution of this Amendment and Waiver by the Company shall be deemed a
representation and warranty made by the Company on the Effective Date that no
other Events of Default exist as of the Effective Date other than those
specifically referred to and waived herein. The failure of such representation
and warranty to be accurate and complete when made shall constitute an Event of
Default under the Credit Agreement.
6. Governing Law. This Amendment and Waiver shall be governed by,
and construed in accordance with, the law of the State of New York.
7. Counterparts. This Amendment and Waiver may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument and any of the parties hereto may execute this Amendment and
Waiver by signing any such counterpart.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 4 and Waiver to be duly executed as of the day and year first above written.
PENNCORP FINANCIAL GROUP, INC.
By:/s/Keith A. Maib
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Name: Keith A. Maib
Title: President & CEO
THE BANK OF NEW YORK, as
Administrative Agent and as a Bank
By:/s/Peter Helt
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Name: Peter Helt
Title: Vice President
THE CHASE MANHATTAN BANK, as a
Managing Agent and as a Bank
By:/s/Glenn R. Meyer
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Name: Glenn R. Meyer
Title: Managing Director
THE FIRST NATIONAL BANK OF CHICAGO,
as a Managing Agent and as a Bank
By:/s/Richard A. Peterson
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Name: Richard A. Peterson
Title: First Vice President
NATIONSBANK, N.A., as a Managing Agent
and as a Bank
By:/s/William E. Livingstone, IV
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Name: William E. Livingstone, IV
Title: Senior Vice President
FLEET NATIONAL BANK, as a Co-Agent
and as a Bank
By:/s/William A. Bagby
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Name: William A. Bagby
Title: Senior Vice President
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MELLON BANK, N.A., as a Co-Agent
and as a Bank
By:/s/Gary A. Saul
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Name: Gary A. Saul
Title: Vice President
BANK OF MONTREAL, as a Co-Agent
and as a Bank
By:
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Name:
Title:
CIBC INC., as a Co-Agent and as a Bank
By:/s/Gerald Girardi
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Name: Gerald Girardi
Title: Executive Director
CIBC Oppenheimer Corp., as Agent
DRESDNER BANK AG, NEW YORK BRANCH &
GRAND CAYMAN BRANCH, as a Co-Agent
and as a Bank
By:/s/Anthony C. Valencourt /s/Lloyd C. Stevens
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Name: Anthony C. Valencourt Lloyd C. Stevens
Title: Senior Vice President Vice President
SUNTRUST BANK, CENTRAL FLORIDA
NATIONAL ASSOCIATION
By:
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Name:
Title:
BANK ONE, TEXAS N.A.
By:
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Name:
Title:
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FIRST UNION NATIONAL BANK
By:/s/Kimberly Shaffer
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Name: Kimberly Shaffer
Title: Vice President
LTCB TRUST COMPANY
By:/s/Jun Ebihara
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Name: Jun Ebihara
Title: SVP
ING (U.S.) CAPITAL CORPORATION
By:
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Name:
Title:
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