SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Southwestern Life Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
845606102
(CUSIP Number)
Michael Katz, Esq., 2 American Lane, Greenwich, Connecticut 06836-2571, Tel:
(203) 862-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 13, 2000
(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 which 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.
*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 ("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>
SCHEDULE 13D
Page 8 of 8
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Paloma Strategic Fund L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
48,900
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
48,900
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.54%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Paloma Strategic Advisors L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
48,900
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
48,900
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
48,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.54%
14. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Paloma International L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
194,400
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
194,400
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
194,400
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.15%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
S. Donald Sussman
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
7. SOLE VOTING POWER
243,300
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
243,300
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
243,300
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.69%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This statement is filed pursuant to Rule 13d-2(a) with respect to the
shares of common stock (the "Common Stock") of Southwestern Life Holdings, Inc.
(f/k/a Penncorp Financial Group, Inc.) (the "Issuer") beneficially owned by the
Reporting Persons specified herein as of July 28, 2000 and amends and
supplements the Schedule 13D dated January 3, 2000 filed by the Reporting
Persons with respect to Penncorp Financial Group, Inc. (the "Schedule 13D").
Except as set forth herein, the Schedule 13D is unmodified.
ITEM 3. Source and Amount of Funds or Other Consideration.
The source and amount of funds used by Paloma Strategic and Strategic
Advisors in making their purchases of the shares of Common Stock beneficially
owned by them are set forth below:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $1,555,526
The source and amount of funds used by Paloma International in making
its purchases of the shares of Common Stock beneficially owned by it are set
forth below:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $1,494,392
ITEM 4. Purpose of Transaction.
The Reporting Persons can no longer be deemed members of or associated
with the Ad Hoc Committee of the Issuer's preferred stockholders (as described
in the Schedule 13D).
ITEM 5. Interest in Securities of the Issuer.
(a) Paloma International beneficially owns 194,400 shares of Common
Stock, constituting 2.15% of all of the outstanding shares of Common Stock.
Paloma Strategic and Strategic Advisors beneficially own 48,900 shares
of Common Stock, constituting .54% of all of the outstanding shares of Common
Stock.
Through Paloma International and Paloma Strategic, Sussman beneficially
owns 243,300 shares of Common Stock constituting 2.69% of all of the outstanding
shares of Common Stock.
(b) Each of the Reporting Persons has the sole power to vote or direct
the vote of, and to dispose or direct the disposition of, the shares of Common
Stock beneficially owned by it.
<PAGE>
(c) The following transactions were effected by Paloma International
during the past sixty (60) days:
Approx. Price per
Amount of Shs. Share (excl. of
Date Security Bought (Sold) commissions)
06/15/00 Common (60,000) $14.000
07/06/00 Common (45,000) $13.625
07/07/00 Common (18,000) $13.625
Paloma International effected the above transactions over-the-counter.
The following transactions were effected by Paloma Strategic during the
past sixty (60) days:
Approx. Price per
Amount of Shs. Share (excl. of
Date Security Bought (Sold) commissions)
06/15/00 Common (15,000) $14.000
07/06/00 Common (5,000) $13.625
07/07/00 Common (2,000) $13.625
Paloma Strategic effected the above transactions over-the-counter.
(d) Not applicable.
(e) The Reporting Persons ceased to be the beneficial owners of an
aggregate of more than 5% of the outstanding shares of Common Stock on June 13,
2000.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned each certifies that the information with respect to it set forth
in this statement is true, complete and correct.
Dated: July 28, 2000
PALOMA STRATEGIC FUND L.P.
By: Paloma Strategic Advisors L.L.C., as Attorney-in-Fact
By: /s/ Michael J. Berner
Michael J. Berner
Vice President
PALOMA STRTEGIC ADVISORS L.L.C.
By: /s/ Michael J. Berner
Michael J. Berner
Vice President
PALOMA INTERNATIONAL L.P.
By: Latitude L.L.C., as General Partner
By: /s/ Michael J. Berner
Michael J. Berner
Vice President
/s/ S. Donald Sussman
S. Donald Sussman
