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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 28, 1999
PENNCORP FINANCIAL GROUP, INC.
(Exact name of Registrant as specified in charter)
DELAWARE 1-11422 13-3543540
(State or other jurisdiction (Commission file number) (I.R.S. employer
of incorporation) identification no.)
C/O SOUTHWESTERN FINANCIAL SERVICES CORPORATION
717 NORTH HARWOOD STREET
DALLAS, TEXAS 75201
(Address of principal executive offices)
Registrant's telephone number, including area code: (214) 954-7111
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ITEM 5. Other Events.
See the Press Release filed herewith as Exhibit 99.1.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 - Press Release dated May 28, 1999.
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SIGNATURES
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: June 1, 1999 By: /s/ Scott D. Silverman
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Scott D. Silverman
Executive Vice President and Secretary
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EXHIBIT INDEX
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99.1 Press Release dated May 28, 1999.
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EXHIBIT 99.1
PENNCORP FINANCIAL GROUP NEWS
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Contact: Joseph Kist
Broadgate Consultants
212-232-2222
FOR IMMEDIATE RELEASE
PENNCORP AGREES IN PRINCIPLE TO AMENDMENTS
TO DEFINITIVE AGREEMENT TO SELL ITS CAREER SALES DIVISION
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NEW YORK, May 28, 1999 -- PennCorp Financial Group, Inc. (NYSE: PFG) today
announced that it has agreed in principle, subject to consent of its Board of
Directors and the lenders in its senior bank facility, to amendments to the
definitive agreement to sell its Career Sales Division and related assets to
Universal American Financial Corp. (NASDAQ: UHCO).
The amendments address certain of the pre-closing conditions including the
reserve deficiency relating to the disability income business of Pennsylvania
Life Insurance Company and converts the transaction to an all cash purchase
price. If approved, the amendments would reduce the purchase price from an
aggregate of $175 million, consisting of $136 million in cash and $39 million
initial principal amount of subordinated notes of Universal American, to $137
million in cash, including $6.5 million of cash dividends to be paid by one of
the Career Sales Division subsidiaries to PennCorp.
Additionally, the amendments would eliminate all purchase price adjustments
relating to disability income claim reserves of Pennsylvania Life Insurance
Company, one of the companies included in the Career Sales Division,
indemnification obligations
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related to adequacy of reserves, and the closing obligation relating to the sale
of Union Bankers Insurance Company's comprehensive medical block of business.
Universal American has filed an amendment to its proxy statement that is
currently being reviewed by the Securities and Exchange Commission to reflect
the terms of the amended purchase agreement.
PennCorp Financial Group, Inc. is an insurance holding company. Through its
subsidiaries, the Company underwrites and markets life insurance and accident
and sickness insurance to the middle market through the United States and
Canada.
Cautionary Statement for purposes of the Safe Harbor Provisions of the
Private Securities Litigation Reform Act of 1995: All statements in this press
release including words such as "anticipate," "believe," "plan," "estimate,"
"expect," "intend" and other similar expressions constitute forward-looking
statements under the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to known and unknown risks, uncertainties
and other factors contemplated by the forward-looking statements. Such factors
include, among other things: (1) general economic conditions and other factors,
including prevailing interest rate levels and stock market performance, which
may affect the ability of PennCorp to sell its products, the market value of
PennCorp's investments and the lapse rate and profitability of policies; (2)
PennCorp's ability to achieve anticipated levels of operational efficiencies and
cost-saving initiatives; (3) customer response to new products, distribution
channels and marketing initiatives; (4) mortality, morbidity and other factors
which may affect the profitability of PennCorp's insurance products; (5) changes
in the Federal income tax laws and regulations which may affect the relative tax
advantages of some of PennCorp's products; (6) increasing competition in the
sale of insurance and annuities; (7) regulatory changes or actions, including
those relating to regulation of insurance products and of insurance companies;
(8) ratings assigned to PennCorp's insurance subsidiaries by independent rating
organizations such as A. M. Best Company ("A.M. Best"), which the Company
believes are particularly important to the sale of annuity and other
accumulation products;
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(9) PennCorp's ability to successfully complete its Year 2000 remediation
efforts; (10) the successful completion of the sale of, and the ultimate
realizable value of Businesses Held for Sale; and (11) current and/or
unanticipated litigation. There can be no assurance that other factors not
currently anticipated by management will not also materially and adversely
affect the Company.
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