UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Reporting Person:
Vicuna Advisors LLC
230 Park Avenue
7th Floor
New York, New York 10169
Attn: Kenneth F. Cooper
2. Date of Event Requiring Statement (Month/Day/Year)
12/23/1999
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary):
4. Issuer Name and Ticker or Trading Symbol:
PennCorp Financial Group, Inc. (PFG)
5. Relationship of Reporting Persons(s) to Issuer:
___ Director
___ Officer (give title below)
_X_ 10% Owner
___ Other (specify below)
_______________
6. If Amendment, Date of Original (Month/Day/Year)
Page 1 of 18 Pages
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7. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security
$3.375 Convertible Preferred Stock, $.01 par value ("$3.375 Conv. Pfd.")
$3.50 Series II Convertible Preferred Stock, $.01 par value ("$3.50 Conv.
Pfd.")
2. Amount of Securities Beneficially Owned
335,000 shares of $3.375 Conv. Pfd.
461,600 shares of $3.50 Conv. Pfd.
3. Ownership Form: Direct (D) or Indirect (I)
I
I
4. Nature of Indirect Beneficial Ownership
$3.375 Conv. Pfd. - As investment adviser to Vicuna Capital I, L.P. and
WNP Investment Partnership, L.P.
$3.50 Conv. Pfd. - As investment adviser to Vicuna Capital I, L.P. and
WNP Investment Partnership, L.P.
Table II - Derivative Securities Beneficially Owned (e.g., puts,
calls, warrants, options, convertible securities)
1. Title of Derivative Security
$3.375 Convertible Preferred Stock, $.01 par value ("$3.375 Conv. Pfd.")
$3.50 Series II Convertible Preferred Stock, $.01 par value ("$3.50 Conv.
Pfd.")
2. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable
$3.375 Conv. Pfd. - immediately
$3.50 Conv. Pfd. - immediately
Expiration Date
Page 2 of 18 Pages
<PAGE>
$3.375 Conv. Pfd. - None, unless redeemed
$3.50 Conv. Pfd. - None, unless redeemed
3. Title and Amount of Securities Underlying Derivative Security
Title
$3.375 Conv. Pfd. - Common Stock
$3.50 Conv. Pfd. - Common Stock
Amount or Number of Shares
$3.375 Conv. Pfd. - 741,154 shares of Common Stock
$3.50 Conv. Pfd. - 661,334 shares of Common Stock
4. Conversion or Exercise Price of Derivative Security
$3.375 Conv. Pfd. - 2.2124 shares of Common Stock
$3.50 Conv. Pfd. - 1.4327 shares of Common Stock
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
$3.375 Conv. Pfd. - I
$3.50 Conv. Pfd. - I
6. Nature of Indirect Beneficial Ownership
$3.375 Conv. Pfd. - As investment adviser to Vicuna Capital I, L.P. and
WNP Investment Partnership, L.P.
$3.50 Conv. Pfd. - As investment adviser to Vicuna Capital I, L.P. and
WNP Investment Partnership, L.P.
Explanation of Responses:
This Form 3 is being filed jointly by Vicuna Advisors LLC
("Advisors"), a Delaware limited liability company, Vicuna Partners
LLC, a Delaware limited liability company ("Partners"), Vicuna Capital
I, L.P., a Delaware limited partnership ("Capital"), WNP Investment
Partnership, a Delaware limited partnership ("WNP"), and Joshua G.
Welch (collectively, the "Reporting Persons"). Capital and WNP are
private partnerships organized to make investments in securities.
Advisors is the investment adviser to Capital and WNP and Partners is
the general partner of Capital and WNP. Welch is the Managing Member of
Advisors and Partners. The filing of this statement is not an admission
by any Reporting Person that such Reporting Person and any other
Reporting Person or any other person constitute a "group" for purposes
of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended,
or Rule 13d-5 thereunder or that any
Page 3 of 18 Pages
<PAGE>
Reporting Person is the beneficial owner of any securities owned by any
other Reporting Person or any other person.
On December 21, 1999, PennCorp Financial Group, Inc.
("PennCorp) and its advisors invited holders of approximately 74% of
its outstanding Preferred Stock (the "Ad Hoc Committee"), including
Advisors, to a meeting to hear a presentation regarding a proposed
restructuring of PennCorp (the "Restructuring") and PennCorp's progress
on a proposed plan to sell substantially all of the assets of its
operating subsidiaries (the "Sale Alternative"). Although the Reporting
Persons believed that PennCorp's goal in calling the meeting was to
build a consensus among the members of the Ad Hoc Committee for the
Restructuring, PennCorp instead indicated its intention to move forward
with the Sale Alternative and then consummate a liquidation of PennCorp
in a Chapter 11 bankruptcy. In response to this information, on
December 23, 1999, the Ad Hoc Committee delivered a letter to the board
of directors of PennCorp (the "Board") objecting to this course of
action and calling for the Board's acceptance of a Restructuring of
PennCorp pursuant to a term sheet attached as an exhibit to the letter.
Each of the Reporting Persons may be deemed to be a member of a group
within the meaning of Rule 13d-5(b) under the Securities Exchange Act
of 1934, as amended, with the other members of the Ad Hoc Committee,
but hereby expressly disclaims such membership in a group and
beneficial ownership of the shares held by such other members of the Ad
Hoc Committee.
Signatures to this Form 3 follow all attachments.
Page 4 of 18 Pages
<PAGE>
Attachment To Form 3 of Vicuna Advisors LLC
in Respect of PennCorp Financial Group, Inc. (PFG)
Date of Event Requiring Statement: 12/23/1999
This Form 3 is being filed jointly by Vicuna Advisors LLC ("Advisors"),
a Delaware limited liability company, Vicuna Partners LLC, a Delaware limited
liability company ("Partners"), Vicuna Capital I, L.P., a Delaware limited
liability company ("Capital"), WNP Investment Partnership, a Delaware limited
partnership ("WNP"), and Joshua G. Welch (collectively, the "Reporting
Persons"). Advisors is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person:
Vicuna Partners LLC
230 Park Avenue
7th Floor
New York, New York 10169
Attn: Kenneth F. Cooper
2. Date of Event Requiring Statement (Month/Day/Year)
12/23/1999
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary):
4. Issuer Name and Ticker or Trading Symbol:
PennCorp Financial Group, Inc. (PFG)
5. Relationship of Reporting Persons(s) to Issuer:
___ Director
___ Officer (give title below)
_X_ 10% Owner
___ Other (specify below)
_________________
6. If Amendment, Date of Original (Month/Day/Year)
Page 5 of 18 Pages
<PAGE>
7. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security
$3.375 Convertible Preferred Stock, $.01 par value ("$3.375 Conv. Pfd.")
$3.50 Series II Convertible Preferred Stock, $.01 par value ("$3.50 Conv.
Pfd.")
2. Amount of Securities Beneficially Owned
335,000 shares of $3.375 Conv. Pfd.
461,600 shares of $3.50 Conv. Pfd.
3. Ownership Form: Direct (D) or Indirect (I)
I
I
4. Nature of Indirect Beneficial Ownership
$3.375 Conv. Pfd. - As general partner of Vicuna Capital I, L.P. and
WNP Investment Partnership, L.P.
$3.50 Conv. Pfd. - As general partner of Vicuna Capital I, L.P. and
WNP Investment Partnership, L.P.
Table II - Derivative Securities Beneficially Owned (e.g., puts,
calls, warrants, options, convertible securities)
1. Title of Derivative Security
$3.375 Convertible Preferred Stock, $.01 par value ("$3.375 Conv. Pfd.")
$3.50 Series II Convertible Preferred Stock, $.01 par value ("$3.50 Conv.
Pfd.")
2. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable
$3.375 Conv. Pfd. - immediately
$3.50 Conv. Pfd. - immediately
Expiration Date
Page 6 of 18 Pages
<PAGE>
$3.375 Conv. Pfd. - None, unless redeemed
$3.50 Conv. Pfd. - None, unless redeemed
3. Title and Amount of Securities Underlying Derivative Security
Title
$3.375 Conv. Pfd. - Common Stock
$3.50 Conv. Pfd. - Common Stock
Amount or Number of Shares
$3.375 Conv. Pfd. - 741,154 shares of Common Stock
$3.50 Conv. Pfd. - 661,334 shares of Common Stock
4. Conversion or Exercise Price of Derivative Security
$3.375 Conv. Pfd. - 2.2124 shares of Common Stock
$3.50 Conv. Pfd. - 1.4327 shares of Common Stock
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
$3.375 Conv. Pfd. - I
$3.50 Conv. Pfd. - I
6. Nature of Indirect Beneficial Ownership
$3.375 Conv. Pfd. - As general partner of Vicuna Capital I, L.P.
and WNP Investment Partnership, L.P.
$3.50 Conv. Pfd. - As general partner of Vicuna Capital I, L.P.
and WNP Investment Partnership, L.P.
Explanation of Responses:
See Explanation to Responses of Form 3 of Advisors.
Signatures to this Form 3 follow all attachments.
Page 7 of 18 Pages
<PAGE>
Attachment To Form 3 of Vicuna Advisors LLC
in Respect of PennCorp Financial Group, Inc. (PFG)
Date of Event Requiring Statement: 12/23/1999
This Form 3 is being filed jointly by Vicuna Advisors LLC ("Advisors"),
a Delaware limited liability company, Vicuna Partners LLC, a Delaware limited
liability company ("Partners"), Vicuna Capital I, L.P., a Delaware limited
liability company ("Capital"), WNP Investment Partnership, a Delaware limited
partnership ("WNP"), and Joshua G. Welch (collectively, the "Reporting
Persons"). Advisors is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person:
Vicuna Capital I, L.P.
230 Park Avenue
7th Floor
New York, New York 10169
Attn: Kenneth F. Cooper
2. Date of Event Requiring Statement (Month/Day/Year)
12/23/1999
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary):
4. Issuer Name and Ticker or Trading Symbol:
PennCorp Financial Group, Inc. (PFG)
5. Relationship of Reporting Persons(s) to Issuer:
___ Director
___ Officer (give title below)
_X_ 10% Owner
___ Other (specify below)
___________________
6. If Amendment, Date of Original (Month/Day/Year)
Page 8 of 18 Pages
<PAGE>
7. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security
$3.375 Convertible Preferred Stock, $.01 par value ("$3.375 Conv. Pfd.")
$3.50 Series II Convertible Preferred Stock, $.01 par value ("$3.50 Conv.
Pfd.")
2. Amount of Securities Beneficially Owned
231,600 shares of $3.375 Conv. Pfd.
342,150 shares of $3.50 Conv. Pfd.
3. Ownership Form: Direct (D) or Indirect (I)
D
D
4. Nature of Indirect Beneficial Ownership
Table II - Derivative Securities Beneficially Owned (e.g., puts,
calls, warrants, options, convertible securities)
1. Title of Derivative Security
$3.375 Convertible Preferred Stock, $.01 par value ("$3.375 Conv. Pfd.")
$3.50 Series II Convertible Preferred Stock, $.01 par value ("$3.50 Conv.
Pfd.")
2. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable
$3.375 Conv. Pfd. - immediately
$3.50 Conv. Pfd. - immediately
Expiration Date
$3.375 Conv. Pfd. - None, unless redeemed
$3.50 Conv. Pfd. - None, unless redeemed
Page 9 of 18 Pages
<PAGE>
3. Title and Amount of Securities Underlying Derivative Security
Title
$3.375 Conv. Pfd. - Common Stock
$3.50 Conv. Pfd. - Common Stock
Amount or Number of Shares
$3.375 Conv. Pfd. - 512,392 shares of Common Stock
$3.50 Conv. Pfd. - 490,198 shares of Common Stock
4. Conversion or Exercise Price of Derivative Security
$3.375 Conv. Pfd. - 2.2124 shares of Common Stock
$3.50 Conv. Pfd. - 1.4327 shares of Common Stock
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
$3.375 Conv. Pfd. - D
$3.50 Conv. Pfd. - D
6. Nature of Indirect Beneficial Ownership
Explanation of Responses:
See Explanation to Responses of Form 3 of Advisors.
Signatures to this Form 3 follow all attachments.
Page 10 of 18 Pages
<PAGE>
Attachment To Form 3 of Vicuna Advisors LLC
in Respect of PennCorp Financial Group, Inc. (PFG)
Date of Event Requiring Statement: 12/23/1999
This Form 3 is being filed jointly by Vicuna Advisors LLC ("Advisors"),
a Delaware limited liability company, Vicuna Partners LLC, a Delaware limited
liability company ("Partners"), Vicuna Capital I, L.P., a Delaware limited
liability company ("Capital"), WNP Investment Partnership, a Delaware limited
partnership ("WNP"), and Joshua G. Welch (collectively, the "Reporting
Persons"). Advisors is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person:
WNP Investment Partnership, L.P.
230 Park Avenue
7th Floor
New York, New York 10169
Attn: Kenneth F. Cooper
2. Date of Event Requiring Statement (Month/Day/Year)
12/23/1999
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary):
4. Issuer Name and Ticker or Trading Symbol:
PennCorp Financial Group, Inc. (PFG)
5. Relationship of Reporting Persons(s) to Issuer:
___ Director
___ Officer (give title below)
_X_ 10% Owner
___ Other (specify below)
______________
6. If Amendment, Date of Original (Month/Day/Year)
Page 11 of 18 Pages
<PAGE>
7. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security
$3.375 Convertible Preferred Stock, $.01 par value ("$3.375 Conv. Pfd.")
$3.50 Series II Convertible Preferred Stock, $.01 par value ("$3.50 Conv.
Pfd.")
2. Amount of Securities Beneficially Owned
103,400 shares of $3.375 Conv. Pfd.
119,450 shares of $3.50 Conv. Pfd.
3. Ownership Form: Direct (D) or Indirect (I)
D
D
4. Nature of Indirect Beneficial Ownership
Table II - Derivative Securities Beneficially Owned (e.g., puts,
calls, warrants, options, convertible securities)
1. Title of Derivative Security
$3.375 Convertible Preferred Stock, $.01 par value ("$3.375 Conv. Pfd.")
$3.50 Series II Convertible Preferred Stock, $.01 par value ("$3.50 Conv.
Pfd.")
2. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable
$3.375 Conv. Pfd. - immediately
$3.50 Conv. Pfd. - immediately
Expiration Date
$3.375 Conv. Pfd. - None, unless redeemed
$3.50 Conv. Pfd. - None, unless redeemed
Page 12 of 18 Pages
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3. Title and Amount of Securities Underlying Derivative Security
Title
$3.375 Conv. Pfd. - Common Stock
$3.50 Conv. Pfd. - Common Stock
Amount or Number of Shares
$3.375 Conv. Pfd. - 228,762 shares of Common Stock
$3.50 Conv. Pfd. - 171,136 shares of Common Stock
4. Conversion or Exercise Price of Derivative Security
$3.375 Conv. Pfd. - 2.2124 shares of Common Stock
$3.50 Conv. Pfd. - 1.4327 shares of Common Stock
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
$3.375 Conv. Pfd. - D
$3.50 Conv. Pfd. - D
6. Nature of Indirect Beneficial Ownership
Explanation of Responses:
See Explanation to Responses of Form 3 of Advisors.
Signatures to this Form 3 follow all attachments.
Page 13 of 18 Pages
<PAGE>
Attachment To Form 3 of Vicuna Advisors LLC
in Respect of PennCorp Financial Group, Inc. (PFG)
Date of Event Requiring Statement: 12/23/1999
This Form 3 is being filed jointly by Vicuna Advisors LLC ("Advisors"),
a Delaware limited liability company, Vicuna Partners LLC, a Delaware limited
liability company ("Partners"), Vicuna Capital I, L.P., a Delaware limited
liability company ("Capital"), WNP Investment Partnership, a Delaware limited
partnership ("WNP"), and Joshua G. Welch (collectively, the "Reporting
Persons"). Advisors is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person:
Joshua G. Welch
230 Park Avenue
7th Floor
New York, New York 10169
Attn: Kenneth F. Cooper
2. Date of Event Requiring Statement (Month/Day/Year)
12/23/1999
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary):
4. Issuer Name and Ticker or Trading Symbol:
PennCorp Financial Group, Inc. (PFG)
5. Relationship of Reporting Persons(s) to Issuer:
___ Director
___ Officer (give title below)
_X_ 10% Owner
___ Other (specify below)
_________________
6. If Amendment, Date of Original (Month/Day/Year)
Page 14 of 18 Pages
<PAGE>
7. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security
$3.375 Convertible Preferred Stock, $.01 par value ("$3.375 Conv. Pfd.")
$3.50 Series II Convertible Preferred Stock, $.01 par value ("$3.50 Conv.
Pfd.")
2. Amount of Securities Beneficially Owned
335,000 shares of $3.375 Conv. Pfd.
461,600 shares of $3.50 Conv. Pfd.
3. Ownership Form: Direct (D) or Indirect (I)
I
I
4. Nature of Indirect Beneficial Ownership
$3.375 Conv. Pfd. - As Managing Member of Vicuna Advisors LLC, the
investment adviser to Vicuna Capital I, L.P. and WNP Investment
Partnership, L.P., and as Managing Member of Vicuna Partners LLC,
the general partner of Vicuna Capital I, L.P. and WNP Investment
Partnership, L.P.
$3.50 Conv. Pfd. - As Managing Member of Vicuna Advisors LLC, the
investment adviser to Vicuna Capital I, L.P. and WNP Investment
Partnership, L.P., and as Managing Member of Vicuna Partners LLC,
the general partner of Vicuna Capital I, L.P. and WNP Investment
Partnership, L.P.
Table II - Derivative Securities Beneficially Owned (e.g., puts,
calls, warrants, options, convertible securities)
1. Title of Derivative Security
$3.375 Convertible Preferred Stock, $.01 par value ("$3.375 Conv. Pfd.")
$3.50 Series II Convertible Preferred Stock, $.01 par value ("$3.50 Conv.
Pfd.")
Page 15 of 18 Pages
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2. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable
$3.375 Conv. Pfd. - immediately
$3.50 Conv. Pfd. - immediately
Expiration Date
$3.375 Conv. Pfd. - None, unless redeemed
$3.50 Conv. Pfd. - None, unless redeemed
3. Title and Amount of Securities Underlying Derivative Security
Title
$3.375 Conv. Pfd. - Common Stock
$3.50 Conv. Pfd. - Common Stock
Amount or Number of Shares
$3.375 Conv. Pfd. - 741,154 shares of Common Stock
$3.50 Conv. Pfd. - 661,334 shares of Common Stock
4. Conversion or Exercise Price of Derivative Security
$3.375 Conv. Pfd. - 2.2124 shares of Common Stock
$3.50 Conv. Pfd. - 1.4327 shares of Common Stock
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
$3.375 Conv. Pfd. - I
$3.50 Conv. Pfd. - I
6. Nature of Indirect Beneficial Ownership
$3.375 Conv. Pfd. - As Managing Member of Vicuna Advisors LLC,
the investment adviser to Vicuna Capital I, L.P. and
WNP Investment Partnership, L.P., and as Managing Member
of Vicuna Partners LLC, the general partner of Vicuna
Capital I, L.P. and WNP Investment Partnership, L.P.
$3.50 Conv. Pfd. - As Managing Member of Vicuna Advisors LLC,
the investment adviser to Vicuna Capital I, L.P. and
WNP Investment Partnership, L.P., and as Managing Member
of Vicuna Partners LLC, the general partner of
Vicuna Capital I, L.P. and WNP Investment Partnership, L.P.
Page 16 of 18 Pages
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Explanation of Responses:
See Explanation to Responses of Form 3 of Advisors.
Signatures to this Form 3 follow all attachments.
Page 17 of 18 Pages
<PAGE>
SIGNATURE
WITNESS, the signatures of the undersigned this 3rd day of January
2000.
VICUNA ADVISORS LLC
By: /s/ Joshua G. Welch
----------------------------------
Joshua G. Welch
Managing Member
VICUNA PARTNERS LLC
By: /s/ Joshua G. Welch
----------------------------------
Joshua G. Welch
Managing Member
VICUNA CAPITAL I, L.P.
By: Vicuna Partners LLC, General Partner
By: /s/ Joshua G. Welch
---------------------------------
Joshua G. Welch
Managing Member
WNP INVESTMENT PARTNERSHIP, L.P.
By: Vicuna Partners LLC, General Partner
By: /s/ Joshua G. Welch
--------------------------------
Joshua G. Welch
Managing Member
Page 18 of 18 Pages
