SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. __)(*)
PENNCORP FINANCIAL GROUP, INC.
(Name of Issuer)
$3.375 CONVERTIBLE PREFERRED STOCK
$3.50 SERIES II CONVERTIBLE PREFERRED STOCK
(Title of Class of Securities)
708904701
708094206
(CUSIP Number)
Mr. Kenneth F. Cooper
Vicuna Advisors LLC
230 Park Avenue
7th Floor
New York, NY 10169
(212) 499-2940
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
DECEMBER 23, 1999
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|
NOTE. Schedules filed in paper format shall include a signed original and
five copies of the Schedule, including all exhibits. SEE Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 12 Pages)
- ------------------------
(*) 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 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 (the "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).
<PAGE>
- --------------------------- --------------------------
CUSIP No. 708094701 13D Page 2 of 12 Pages
708094206
- --------------------------- --------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Vicuna Advisors LLC
TIN: 13-4006560
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|X|
-
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_|
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED Zero
BY
EACH
REPORTING ------------------------------------------------------------
PERSON 8 SHARED VOTING POWER
WITH 335,000 shares of $3.375 Convertible Preferred Stock
461,600 shares of $3.50 Series II Convertible
Preferred Stock
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
Zero
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
335,000 shares of $3.375 Convertible Preferred Stock
461,600 shares of $3.50 Series II Convertible
Preferred Stock
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
335,000 shares of $3.375 Convertible Preferred Stock (per share
convertible into 2.2124 shares of Common Stock) and 461,600 shares of
$3.50 Series II Preferred Stock (per share convertible into 1.4327
shares of common stock), totaling 1,402,488 common stock equivalents
(see Item 5).
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |X|
(11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% of $3.375 Convertible Preferred Stock
16.1% of $3.50 Series II Convertible Preferred Stock
4.6% of common stock equivalents
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
<PAGE>
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CUSIP No. 708094701 13D Page 3 of 12 Pages
708094206
- --------------------------- --------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Vicuna Partners LLC
TIN: 13-4006612
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
-
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_|
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED Zero
BY
EACH
REPORTING ------------------------------------------------------------
PERSON 8 SHARED VOTING POWER
WITH 335,000 shares of $3.375 Convertible Preferred Stock
461,600 shares of $3.50 Series II Convertible
Preferred Stock
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
Zero
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
335,000 shares of $3.375 Convertible Preferred Stock
461,600 shares of $3.50 Series II Convertible
Preferred Stock
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
335,000 shares of $3.375 Convertible Preferred Stock (per share
convertible into 2.2124 shares of Common Stock) and 461,600 shares of
$3.50 Series II Preferred Stock (per share convertible into 1.4327
shares of common stock), totaling 1,402,488 common stock equivalents
(see Item 5).
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |X|
(11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% of $3.375 Convertible Preferred Stock
16.1% of $3.50 Series II Convertible Preferred Stock
4.6% of common stock equivalents
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------- --------------------------
CUSIP No. 708094701 13D Page 4 of 12 Pages
708094206
- --------------------------- --------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Vicuna Capital I L.P.
TIN: 13-4006625
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|X|
-
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_|
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 231,600 shares of $3.375 Convertible Preferred Stock
BY 342,150 shares of $3.50 Series II Convertible
EACH Preferred Stock
REPORTING ------------------------------------------------------------
PERSON 8 SHARED VOTING POWER
WITH Zero
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
231,600 shares of $3.375 Convertible Preferred Stock
342,150 shares of $3.50 Series II Convertible
Preferred Stock
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
Zero
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
231,600 shares of $3.375 Convertible Preferred Stock (per share
convertible into 2.2124 shares of Common Stock) and 342,150 shares of
$3.50 Series II Preferred Stock (per share convertible into 1.4327
shares of common stock), totaling 1,002,590 common stock equivalents
(see Item 5).
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_|
(11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1% of $3.375 Convertible Preferred Stock
11.9% of $3.50 Series II Convertible Preferred Stock
3.3% of common stock equivalents
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------- --------------------------
CUSIP No. 708094701 13D Page 5 of 12 Pages
708094206
- --------------------------- --------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WNP Investment Partnership L.P.
TIN: 13-4006626
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|X|
-
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_|
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 103,400 shares of $3.375 Convertible Preferred Stock
BY 119,450 shares of $3.50 Series II Convertible
EACH Preferred Stock
REPORTING ------------------------------------------------------------
PERSON 8 SHARED VOTING POWER
WITH Zero
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
103,400 shares of $3.375 Convertible Preferred Stock
119,450 shares of $3.50 Series II Convertible
Preferred Stock
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
Zero
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
103,400 shares of $3.375 Convertible Preferred Stock (per share
convertible into 2.2124 shares of Common Stock) and 119,450 shares of
$3.50 Series II Preferred Stock (per share convertible into 1.4327
shares of common stock), totaling 399,898 common stock equivalents
(see Item 5).
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |X|
(11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5% of $3.375 Convertible Preferred Stock 4.2% of $3.50 Series II
Convertible Preferred Stock 1.4% of common stock equivalents
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------- --------------------------
CUSIP No. 708094701 13D Page 6 of 12 Pages
708094206
- --------------------------- --------------------------
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
1 Joshua G. Welch
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
-
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_|
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED Zero
BY
EACH
REPORTING ------------------------------------------------------------
PERSON 8 SHARED VOTING POWER
WITH 335,000 shares of $3.375 Convertible Preferred Stock
461,600 shares of $3.50 Series II Convertible
Preferred Stock
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
Zero
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
335,000 shares of $3.375 Convertible Preferred Stock
461,600 shares of $3.50 Series II Convertible
Preferred Stock
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
335,000 shares of $3.375 Convertible Preferred Stock (per share
convertible into 2.2124 shares of Common Stock) and 461,600 shares of
$3.50 Series II Preferred Stock (per share convertible into 1.4327
shares of common stock), totaling 1,402,488 common stock equivalents
(see Item 5).
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_|
(11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.6% of $3.375
Convertible Preferred Stock 16.1% of $3.50 Series II Convertible
Preferred Stock
4.6% of common stock equivalents
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE>
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the $3.375 Convertible Preferred
Stock (the "$3.375 Preferred Stock") and the $3.50 Series II Convertible
Preferred Stock (the "$3.50 Preferred Stock" and, with the $3.375 Preferred
Stock, the "Preferred Stock") of PennCorp Financial Group, Inc. ("PennCorp").
Each share of $3.375 Preferred Stock is convertible into 2.2124 shares of
PennCorp's common stock, par value $.01 per share (the "Common Stock"), and each
share of $3.50 Preferred Stock is convertible into 1.4327 shares of Common
Stock. PennCorp's principal executive office is located at 717 North Harwood
Street, Suite 2400, Dallas, Texas 75201.
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
This Statement is being filed by each of the following persons (the
"Reporting Persons") pursuant to Rule 13d-1(k) promulgated by the Securities and
Exchange Commission (the "Commission") pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"): Vicuna Advisors LLC, a
Delaware limited liability company ("Advisors"), Vicuna Partners LLC, a Delaware
limited liability company ("Partners"), Vicuna Capital I L.P., a Delaware
limited partnership ("Capital"), WNP Investment Partnership, L.P., a Delaware
limited partnership ("WNP"), and Joshua G. Welch ("Welch").
Partners is the general partner of Capital and WNP and Advisors is the
investment adviser to Capital and WNP. Welch is the Managing Member of Partners
and Advisors.
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 Exchange or Rule
13d-5 thereunder or that any Reporting Person is the beneficial owner of any
securities owned by any other Reporting Person or any other person. See Item 5
of this Schedule 13D for information concerning a letter submitted by the
Reporting Persons and certain other persons to the Board of Directors of
PennCorp.
Certain information required by this Item 2 concerning the members of
Advisors and Partners is set forth on Schedule A attached hereto, which is
incorporated herein by reference.
The principal business of each of Capital and WNP is to make investments in
common and preferred stock and other interests in business organizations,
domestic or foreign, with the principal objective of appreciation of capital
invested. The principal business of Partners is to act as general partner of
Capital and WNP. The principal business of Advisors is to provide portfolio
management services to Capital and WNP. The address of the principal business
and principal office of each of the Reporting Persons is c/o Vicuna Advisors
LLC, 230 Park Avenue, 7th Floor, New York, New York 10169.
During the past five years, none of the Reporting Persons nor, to the best
knowledge of the Reporting Persons, any of the persons listed on Schedule A
attached hereto, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). During the past five years, none of the
Reporting Persons nor, to the best knowledge of the Reporting Persons, any of
the persons listed on Schedule A attached hereto, was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which such person was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Mr. Welch is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
The source of funds used to purchase the shares of Preferred Stock owned by
the Reporting Persons (the "Shares") was working capital of Capital and WNP. The
amount of such funds was $6,136,584 for the Shares owned by Capital and
$2,418,236 for the Shares owned by WNP.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
The Shares were acquired in the ordinary course of business for investment
purposes. The Reporting Persons' intention was to review their investment in
PennCorp on a continuing basis and, depending upon price and availability of
securities of PennCorp, subsequent developments affecting PennCorp, PennCorp's
business and prospects, general stock market and economic conditions, tax
<PAGE>
considerations and other factors deemed relevant, to consider increasing or
decreasing the size of their investment in PennCorp.
The Reporting Persons have executed a confidentiality agreement with
PennCorp whereby they have agreed, among other things, to limit trading of the
Preferred Stock to other preferred shareholders of PennCorp who have executed
confidentiality agreements with PennCorp. The Reporting Persons have held
discussions with the management of the Company and its representatives and
other preferred shareholders of PennCorp who have executed confidentiality
agreements with PennCorp.
On December 21, 1999, 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. The letter and
the term sheet are incorporated herein by reference as Exhibit A. The Reporting
Persons believe that the Restructuring on the terms set forth in the term sheet
is the only viable alternative for PennCorp at this juncture to insure maximum
value to PennCorp's stakeholders, including holders of Preferred Stock, or any
value to the holders of the Common Stock. Advisors, as part of the Ad Hoc
Committee, intends to take all actions at its disposal (including litigation) to
prevent the consummation of the Sale Alternative. Each of the Reporting Persons
may be deemed to be a member of a group within the meaning of Rule 13d-5(b) 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.
ITEM 5. INTEREST IN SECURITIES OF PENNCORP.
------------------------------------
As of the date hereof, Capital is the beneficial owner 231,600 shares of
$3.375 Preferred Stock and 342,150 Shares of $3.50 Preferred Stock and WNP is
the beneficial owner 103,400 shares of $3.375 Preferred Stock and 119,450 shares
of $3.50 Preferred Stock. Each share of $3.375 Preferred Stock is convertible
into 2.2124 shares of Common Stock and each share of $3.50 Preferred Stock is
convertible into 1.4327 shares of Common Stock. The shares of $3.375 Preferred
Stock and $3.50 Preferred Stock owned by
<PAGE>
Capital are convertible into 512,392 and 490,198 shares of Common Stock,
respectively, or a total of 1,002,590 shares of Common Stock. The shares of
$3.375 Preferred Stock and $3.50 Preferred Stock owned by WNP are convertible
into 228,762 and 171,136 shares of Common Stock, respectively, or a total of
399,898 shares of Common Stock. By virtue of its status as general partner of
Capital and WNP, Partners might be deemed to be the beneficial owner of the
securities owned by Capital and WNP. By virtue of its status as investment
adviser to Capital and WNP, Advisors might be deemed to be the beneficial owner
of the securities owned by Capital and WNP. By virtue of his status as Managing
Member of Advisors and Partners, Welch might be deemed to be the beneficial
owner of the securities owned by Capital and WNP. Advisors, Partners and Welch
each disclaims beneficial ownership of the securities owned by Capital and WNP.
As of the date hereof, Capital is the beneficial owner of 10.1% of the
$3.375 Preferred Stock, 11.9% of the $3.50 Preferred Stock and 3.3% of the
Common Stock and WNP is the beneficial owner of 4.5% of the $3.375 Preferred
Stock, 4.2% of the $3.50 Preferred Stock and 1.4% of the Common Stock. By virtue
of its status as general partner of Capital and WNP, Partners might be deemed to
be the beneficial owner of the securities owned by Capital and WNP. By virtue of
its status as investment adviser to Capital and WNP, Advisors might be deemed to
be the beneficial owner of the securities owned by Capital and WNP. By virtue of
his status as Managing Member of Advisors and Partners, Welch might be deemed to
be the beneficial owner of the securities owned by Capital and WNP. Advisors,
Partners and Welch each disclaims beneficial ownership of the securities owned
by Capital and WNP. The percentages of the outstanding $3.375 Preferred Stock,
$3.50 Preferred Stock and Common Stock reported in this Schedule 13D are
calculated on the basis of 2,300,000 shares of $3.375 Preferred Stock, 2,875,000
shares of $3.50 Preferred Stock and 29,214,731 shares of Common Stock issued and
outstanding, as reported in PennCorp's Form 10-Q for the quarter ended September
30, 1999.
By virtue of its status as general partner of Capital and WNP, Partners
might be deemed to share indirectly with Capital and WNP power to vote or direct
the vote of the securities owned by Capital and WNP. By virtue of its status as
investment adviser to Capital and WNP, Advisors might be deemed to share
indirectly with Capital and WNP power to vote or direct the vote of the
securities owned by Capital and WNP. By virtue of his status as Managing Member
of Advisors and Partners, Welch might be deemed to share indirectly with Capital
and WNP power to vote or direct the vote of the securities owned by Capital and
WNP.
By virtue of its status as general partner of Capital and WNP, Partners
might be deemed to share indirectly with Capital and WNP power to dispose or
direct the disposition of the securities owned by Capital and WNP. By virtue of
its status as investment adviser to Capital and WNP, Advisors might be deemed to
share indirectly with Capital and WNP power to dispose or direct the disposition
of the securities owned by Capital and WNP. By virtue of his status as Managing
Member of Advisors and Partners, Welch might be deemed to share indirectly with
Capital and WNP power to dispose or direct the disposition of the securities
owned by Capital and WNP.
No transactions were effected by the Reporting Persons or, to the best
knowledge of the Reporting Persons, any of the persons listed on Schedule A
attached hereto, in the Preferred Stock or Common Stock during the 60 days prior
to the date of this Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
---------------------------------------------------------------------
TO SECURITIES OF PENNCORP.
---------------------------
Reference is made to the information disclosed under Item 4 of this
Schedule 13D which is incorporated by reference in response to this Item.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
---------------------------------
Exhibit A: Letter to the Board of Directors of PennCorp
Financial Group, Inc. dated December 23, 1999.
Incorporated by reference to Exhibit F to Amendment No.
3 to Schedule 13D of Brown's Dock, L.L.C., et al.,
relating to the Preferred Stock and Common Stock, filed
with the Securities and Exchange Commission on December
27, 1999.
Exhibit B: Agreement of Joint Filing, dated as of January 3, 2000,
among Advisors, Partners, Capital, WNP and Welch.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: January 3, 2000
VICUNA ADVISORS LLC
By: /s/ Joshua G. Welch
------------------------------------
Joshua G. Welch
Managing Member
VIVCUNA 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
/s/ Joshua G. Welch
-------------------------------------
Joshua G. Welch
<PAGE>
SCHEDULE A
----------
The following table sets forth the names, addresses and principal
occupations of the members of Advisors. Each such person is a citizen of the
United States.
-------
- --------------------------------------------------------------------------------
NAME ADDRESS PRINCIPAL OCCUPATION
---- ------- --------------------
- --------------------------------------------------------------------------------
Joshua G. Welch 230 Park Avenue Managing Member
7th Floor Vicuna Advisors LLC
New York, New York 10169
- --------------------------------------------------------------------------------
Kenneth F. Cooper 230 Park Avenue Managing Member
7th Floor Vicuna Advisors LLC
New York, New York 10169
- --------------------------------------------------------------------------------
Richard B. Sachs 345 Park Ave. Senior Managing Director
New York, New York 10167 Bear Stearns & Co. Inc.
- --------------------------------------------------------------------------------
The following table sets forth the names, addresses and principal
occupations of the members of Partners. Each such person is a citizen of the
United States.
---
- --------------------------------------------------------------------------------
NAME ADDRESS PRINCIPAL OCCUPATION
---- ------- --------------------
- --------------------------------------------------------------------------------
Joshua G. Welch 230 Park Avenue Managing Member
7th Floor Vicuna Advisors LLC
New York, New York 10169
- --------------------------------------------------------------------------------
Kenneth F. Cooper 230 Park Avenue Managing Member
7th Floor Vicuna Advisors LLC
New York, New York 10169
- --------------------------------------------------------------------------------
Richard B. Sachs 345 Park Ave. Senior Managing Director
New York, New York 10167 Bear Stearns & Co. Inc.
- --------------------------------------------------------------------------------
<PAGE>
EXHIBIT B
AGREEMENT RE JOINT FILING OF
SCHEDULE 13D
------------
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree that the Schedule 13D dated
January 3, 2000 relating to the $3.375 Convertible Preferred Stock and the
$3.50 Series II Convertible Preferred Stock of PennCorp Financial Group, Inc.,
as the same may be amended from time to time hereafter, is being filed with the
Securities and Exchange Commission on behalf of each of them.
Dated: January 3, 2000
VICUNA ADVISORS LLC
By: /s/ Joshua G. Welch
-------------------------------------
Joshua G. Welch
Managing Member
VIVCUNA 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
/s/ Joshua G. Welch
-------------------------------------
Joshua G. Welch
