SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
PennCorp Financial Group, Inc.,
(Name of Issuer)
$3.375 Convertible Preferred Stock
Common Stock, par value $0.01
(Title of Class of Securities)
708094206
(Cusip Number)
Dave Gillespie
301 Commerce Street, Suite 2975
Fort Worth, Texas 76102
(817) 332-9500
(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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
*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>
1. Name of Reporting Person:
Q Investments, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC and OO (See Item 3)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 34,335 Shares of $3.375 Convertible
Preferred Stock
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 34,335 Shares of Preferred
Stock
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
34,335 of Preferred Stock, currently convertible into 75,962 shares of
Common Stock (1).
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.49% of the
Preferred stock and .26% of the Common Stock. (2)
14. Type of Reporting Person: PN
- ----------------------------
(1) Represents shares obtainable upon conversion of the Preferred Stock at
the rate of 2.2124 shares of Common Stock per share of Preferred
Stock.
(2) Pursuant to Rule 13d-3(d)(1)(i), the number of shares deemed to be
outstanding is 29,290,693.
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1. Name of Reporting Person:
Amalgamated Gadget, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO (See Item 3)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
,
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 22,915 Shares of Preferred Stock
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 22,915 Shares of Preferred
Stock
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
22,915 shares of Preferred Stock, currently convertible into 50,697
shares of Common Stock (1)(2).
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11):
1.0% of the Preferred Stock and .17% of the Common Stock. (3)
14. Type of Reporting Person: PN
- ----------------------------
(1) Represents shares obtainable upon conversion of the Preferred Stock at
the rate of 2.2124 shares of common stock per share of Preferred
Stock.
(2) The Preferred Stock was purchased by Amalgamated for and on behalf of
R2 Investments, LDC pursuant to an Investment Management Agreement.
Upon conversion of the Preferred Stock, Amalgamated, pursuant to such
Agreement, will have sole voting and dispositive power over the shares
obtainable thereby and R2 Investments, LDC will have no beneficial
ownership of such shares.
(3) Pursuant to Rule 13d-3(d)(1)(i), the number of shares deemed to be
outstanding is 29,265,428.
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of $3.375 Convertible Preferred
Stock, par value $0.01 (the "Preferred Stock"), and the shares of Common Stock,
par value $0.01 per share (the "Common Stock", collectively the "Stock"), of
PennCorp Financial Group, Inc. (the "Issuer"). The principal executive offices
of the Issuer are located at 717 North Harwood Street, Dallas, Texas 75201.
ITEM 2. IDENTITY AND BACKGROUND.
Pursuant to Regulation 13D-G of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended (the "Act"), the Reporting
Persons are making this filing because they may be deemed to constitute a
"group" within the meaning of Section 13(d)(3) of the Act, although neither the
fact of this filing nor anything contained herein shall be deemed an admission
by the Reporting Persons that a group exists. The other persons who may be
deemed to be members of the group are identified as AIG-Soundshore Partners,
Forest Investment Management, Inverness Management, LLC, Paloma Securities LLC,
Steadfast Financial LLC, W.G. Trading, Paloma Strategic Securities Limited,
Camden Asset Management, Highbridge Capital LLC, Loeb Partners Corp., William M.
McCormick and Vicuna Advisors LLC. Pursuant to Rule 13d-1(k) of the Act, this
filing only contains information about the Reporting Persons. For information
about any of the foregoing other persons, reference is made to their respective
filings on Schedule 13D with respect to the Issuer.
This Schedule 13D Statement is hereby filed by Q Investments, L.P., a
Texas limited partnership ("Investments"), and Amalgamated Gadget, L.P., a Texas
limited partnership ("Amalgamated") (collectively, the "Reporting Persons").
The Reporting Persons are making this single, joint filing because they may be
deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Act, although neither the fact of this filing nor anything contained herein
shall be deemed an admission by the Reporting Persons that a group exists.
Additionally, pursuant to Instruction C to Schedule 13D, information is included
herein with respect to the following persons (collectively, the "Controlling
Persons"): Acme Widget, L.P., a Texas limited partnership ("Acme"), Scepter
Holdings, Inc., a Texas corporation ("Scepter"), and Geoffrey Raynor ("Raynor").
The Reporting Persons and the Controlling Persons are sometimes hereinafter
collectively referred to as the "Item 2 Persons."
(b)-(c)
Reporting Persons
Investments is a Texas limited partnership, the principal business of
which is the purchase, sale, exchange, acquisition and holding of investment
securities. The principal address of Investments, which also serves as its
principal office, is City Center Tower II, 301 Commerce Street, Suite 2975, Fort
Worth, Texas 76102.
Amalgamated is a Texas limited partnership, the principal business of
which is providing investment consulting services to third parties. The
principal address of Amalgamated, which also serves as its principal office, is
City Center Tower II, 301 Commerce Street, Suite 2975, Fort Worth, Texas 76102.
Controlling Persons
Pursuant to Instruction C to Schedule 13D of the Act, information with
respect to the Controlling Persons is set forth below. The principal address of
each Controlling Person, which also serves as its principal office, is City
Center Tower II, 301 Commerce Street, Suite 2975, Fort Worth, Texas 76102.
Acme is a Texas limited partnership, the principal business of which
is serving as the general partner of Investments and activities related thereto.
Scepter is a Texas corporation, the principal business of which is
serving as the general partner of both Acme and Amalgamated and activities
related thereto. Raynor is the sole shareholder of Scepter; Raynor and Robert
McCormick ("McCormick") are its directors; and Raynor (President) and McCormick
(Vice-President) are its officers.
Raynor's principal occupation or employment is serving as the
President of Scepter and McCormick's principal occupation or employment is
serving as its Vice-President.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of the funds used or to be used by each of the
Reporting Persons to purchase the Preferred Stock are set forth below.
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Investments Working Capital
and Other (1) $2,237,062.59
Amalgamated Other Not Applicable (2)
(1) As used herein the term "Working Capital" includes income from
the business operations of the entity plus sums borrowed from, among other
sources, banks and brokerage firm margin accounts, to operate such business in
general.
(2) Amalgamated has not expended any of its funds for purchases of
the Preferred Stock reported herein. Amalgamated, however, expended
$1,141,616.20 of the funds of R2 Investments, L.D.C. ("R2") to purchase the
Stock.
ITEM 4. PURPOSE OF TRANSACTION.
The Item 2 Persons acquired the Preferred Stock in the ordinary course
of business for investment purposes. Except as referenced in the following
paragraph, none of the Item 2 Persons has any plans or proposals which relate to
or would result in any of the actions or transactions specified in clauses (a)
through (j) of Item 4 of Schedule 13D under the Act. Each of the Item 2 Persons
reserves the right to acquire or dispose of the Preferred Stock (and the Common
Stock into which the Stock are convertible), or to formulate other purposes,
plans or proposals regarding the Issuer or the Stock and the Stock held by each
such Item 2 Person to the extent deemed advisable in light of general investment
policies, market conditions and other factors.
On December 23, 1999, the Reporting Persons, together with the other
persons identified in the first paragraph of Item 1, delivered to the Issuer the
letter included herewith as Exhibit 99.2 in furtherance of the above stated
purpose.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
Reporting Persons
INVESTMENTS
The aggregate number of shares of Preferred Stock that Investments
beneficially owns is 34,335, which represents approximately 1.49% of the
2,300,000 shares of Preferred Stock outstanding.
Pursuant to Rule 13d-3(d)(1)(i), Investments may be deemed to be the
beneficial owner of 75,962 shares of Common Stock obtainable upon conversion of
such 34,335 shares of Preferred Stock held by Investments, which constitutes
approximately .26% of the 29,290,693 shares of Common Stock deemed to be
outstanding thereunder.
AMALGAMATED
Pursuant to an Investment Management Agreement with R2, Amalgamated is
the beneficial owner of 22,915 shares of Preferred Stock, which represents
approximately 1.0% of the 2,300,000 outstanding shares of Preferred Stock.
Amalgamated may, pursuant to Rule 13d-3(d)(1)(i), be deemed to be the
beneficial owner of 50,697 shares of Common Stock obtainable upon conversion of
such 22,915 shares of Preferred Stock held by R2, which constitutes
approximately .17% of the 29,265,428 shares of the Stock deemed to be
outstanding thereunder.
Controlling Persons
Because of its position as the sole general partner of Investments,
Acme may be deemed to be the beneficial owner 34,335 shares of Preferred Stock,
which represents approximately 1.49% of the 2,300,000 shares of Preferred Stock
outstanding.
Pursuant to Rule 13d-3(d)(1)(i), Acme may be deemed to be the
beneficial owner of 75,962 shares of Common Stock obtainable upon conversion of
such 34,335 shares of Preferred Stock held by Investments, which constitutes
approximately .26% of the 29,290,693 shares of Common Stock deemed to be
outstanding thereunder.
Because of its position as the sole general partner of Acme and
Amalgamated, Scepter may be deemed may be deemed to be the beneficial owner of
57,250 shares of Preferred Stock, which represents approximately 2.49% of the
2,300,000 shares of Preferred Stock outstanding.
Pursuant to Rule 13d-3(d)(1)(i), Scepter may also be deemed to be the
beneficial owner of 126,659 shares of Common Stock obtainable upon conversion of
such 57,250 shares of Preferred Stock held by R2 and Investments, which
constitutes approximately .43% of the 29,341,390 shares of Common Stock deemed
to be outstanding thereunder.
Because of his position as the President and sole shareholder of
Scepter, Raynor may be deemed to be the beneficial owner of 57,250 shares of
Preferred Stock, which represents approximately 2.49% of the 2,300,000 shares of
Preferred Stock outstanding.
Pursuant to Rule 13d-3(d)(1)(i), Raynor may also be deemed to be the
beneficial owner of 126,659 shares of Common Stock obtainable upon conversion of
such 57,250 shares of Preferred Stock held by R2 and Investments, which
constitutes approximately .43% of the 29,341,390 shares of Common Stock deemed
to be outstanding thereunder.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b)
Reporting Persons
Investments (which acts through its general partner, Acme) has the
sole power to vote or to direct the vote or to dispose or to direct the
disposition of 34,335 shares of Preferred Stock.
Amalgamated (which acts through its general partner, Scepter) has the
sole power to vote or to direct the vote or to dispose or to direct the
disposition of 22,915 shares of Preferred Stock.
Controlling Persons
In its capacity as the general partner of Investments, Acme (which
acts through its general partner, Scepter) has the sole power to vote or to
direct the vote or to dispose or to direct the disposition of 34,335 shares of
Preferred Stock.
In its capacity as the general partner of Acme and Amalgamated,
Scepter has the sole power to vote or to direct the vote or to dispose or to
direct the disposition of 57,250 shares of Preferred Stock.
In his capacity as the President and sole shareholder of Scepter,
Raynor has the sole power to vote or to direct the vote or to dispose or direct
the disposition of 57,250 shares of Preferred Stock.
(c)
During the last 60 days, the Reporting Persons have made no purchases
or sales of shares of the Common or Preferred Stock.
(d)
Not applicable.
(e)
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as set forth herein or in the Exhibits filed herewith, there
are no contracts, arrangements, understandings or relationships with respect to
shares of the Common Stock owned by the Item 2 Persons.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii), filed
herewith.
Exhibit 99.2 --Letter to the Issuer dated December 23, 1999
(incorporated by reference to Amendment No.3 the Schedule 13D, with respect to
the Issuer filed by Brown's Dock, L.L.C., and certain other persons).
<PAGE>
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.
DATED: January 3, 2000
Q INVESTMENTS, L.P.
By: Acme Widget, L.P., its
general partner
By: Scepter Holdings, Inc., its
general partner
By: /s/ Robert McCormick
Robert McCormick, Vice President
AMALGAMATED GADGET, L.P.
By: Scepter Holdings, Inc., its
general partner
By: /s/ Robert McCormick
Robert McCormick, Vice President
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement and Power of Attorney pursuant to Rule
13d-1(f)(1)(iii), filed herewith.
<PAGE>
Exhibit 99.1
1. Joint Filing. Pursuant to Rule 13d-1(f)(1)(iii) of Regulation
13D-G of the General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, the
undersigned agrees that the statement to which this Exhibit is attached is filed
on behalf of each of them in the capacities set forth below.
2. Power of Attorney. Know all persons by these presents that each
person whose signature appears below constitutes and appoints Dave Gillespie,
Scott Rand, Thomas W. Briggs and Calvin M. Jackson, and each of them, as his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstition, for such person and in such person's name, place and stead, in any
and all capacities, to sign any and all amendments to the Schedule 13D, and any
reports filed pursuant to Section 16 of the Securities Exchange Act of 1934,
filed on behalf of each of them with respect to their beneficial ownership of
PennCorp Financial Group, Inc. and to file the same, with all exhibits thereto
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or such person or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
DATED: January 3, 2000
Q INVESTMENTS, L.P.
By: Acme Widget, L.P., its
general partner
By: Scepter Holdings, Inc., its
general partner
By: /s/ Robert McCormick
Robert McCormick, Vice President
AMALGAMATED WIDGET, L.P.
By: Scepter Holdings, Inc., its
general partner
By: /s/ Robert McCormick
Robert McCormick, Vice President
