|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previous: KEYSTONE FUND OF THE AMERICAS, 497, 1997-02-03 |
Next: CAMPBELL STRATEGIC ALLOCATION FUND LP, S-1/A, 1997-02-03 |
File No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) JANUARY 29, 1997
PENN-AMERICA GROUP, INC.
(Exact name of registration as specified in this charter)
Commission file number 0-9613
Pennsylvania 23-2731409
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
420 S. York Road, Hatboro, Pennsylvania 19040
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 443-3600
<PAGE>
PENN-AMERICA GROUP, INC.
FORM 8-K
JANUARY 29, 1997
Item 5 -
The Board of Directors of the Registrant, Penn-America Group, Inc.
unanimously approved the three-for-two split of the common stock of the Company.
The three-for-two split was announced on January 29, 1997 by Penn-America Group,
Inc. effective for stockholders of record on February 14, 1997 to be distributed
on March 7, 1997. Cash will be paid in lieu of fractional shares based on the
closing price of the Company's stock as of the record date. The Company, prior
to the announcement of the three-for-two split, distributed an annual cash
dividend of $0.16 per share. It is the Company's present intention to maintain
the $0.16 per share annual cash dividend at this time. (See Exhibit I Press
Release of Stock Split.)
As of December 31, 1996, prior to the split, the Company had 4,450,754
shares of common stock outstanding. As a result of the stock split announced by
the Company in January of 1997, the pro-forma effect of the split on the
outstanding stock of the Company at year-end would be to increase the number of
shares outstanding by 2,225,377 shares to 6,676,131 shares as of December 31,
1996. Exhibit II reflects the effect of the three-for-two split on the pre-split
and post-split balance sheets of the Registrant. All subsequent financial
statement information filed by the Registrant will be retroactively adjusted to
reflect the three-for-two stock split.
2
<PAGE>
PENN-AMERICA GROUP, INC.
FORM 8-K
EXHIBITS
Exhibit I January 29, 1997 Stock Split Press Release
Exhibit II Pre-Split and Post-Split Balance Sheets reflecting
Three-for-Two Stock Split
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PENN-AMERICA GROUP, INC
By: /s/Rosemary Ferrero
Rosemary Ferrero,
Vice President - Finance
Secretary
Dated: February 3, 1997
NEWS
For Release: January 29, 1997
Contact: Financial: Rosemary Ferrero, CPA
Chief Financial Officer
(215) 443-3612
Media: David Kirk, APR
(610) 792-3329
Summary: Penn-America Group, Inc. (NASDAQ:PAGI) announces
three-for-two stock split
HATBORO, PA, January 29, 1997 -- Penn-America Group, Inc. (NASDAQ: PAGI)
announced that it has declared a three-for-two stock split in the form of a 50%
stock dividend payable to stockholders of record as of February 14, 1997. The
distribution date is to be March 7, 1997. Cash will be paid in lieu of
fractional shares based on the closing price of the company's stock as of the
record date. The company does not plan to change its current $0.16 per share
annual dividend; this will effectively increase the annual cash dividend per
share by 50 percent.
President & CEO, Jon Saltzman stated, "Our stock has appreciated almost 80%
since our public offering in October 1993. This split should improve our
liquidity and reward our stockholders who've been with us from early on"
The following is the effect that the three-for-two stock split would have
had on the number of shares outstanding and earnings per share for the twelve
and three month periods ended December 31, 1996:
Actual:
Shares outstanding as of December 31, 1996 4,450,754
Earnings per share for the twelve months
ended December 31, 1996 $1.57
Earnings per share for the three months
ended December 31, 1996 $0.49
-more-
<PAGE>
Pro forma to reflect 3 for 2 stock split:
* Shares outstanding as of December 31, 1996 6,688,166
Earnings per share for the twelve months
ended December 31, 1996 $1.05
Earnings per share for the three months
ended December 31, 1996 $0.32
*Adjusted for options exercised and stock issued as part of an
Executive Compensation Plan in January 1997.
In a related announcement, Penn-America Group, Inc. released its fourth
quarter and year-end 1996 earnings.
Penn-America Group, Inc., through its wholly-owned subsidiary, Penn-America
Insurance Company, is a specialty commercial property/casualty and personal
automobile insurer serving small, Main Street businesses such as restaurants,
contractors and retail businesses in rural and suburban markets. The company
distributes its products through a network of about 50 entrepreneurial general
insurance agents.
# # #
Exhibit 2 - Pre Three-for-Two Stock Split
PENN-AMERICA GROUP, INC. AND SUBSIDIARY
Consolidated Balance Sheets
(in thousands except share data)
<TABLE>
<CAPTION>
December 31,
1996 1995
<S> <C> <C>
ASSETS
Investments:
Fixed Maturities:
Available for sale, at fair value,
(amortized cost 1996, $49,244 and 1995, $42,948) $ 48,954 $ 43,281
Held to maturity, at amortized cost, (fair value 1996, $44,111
and 1995, $34,812) 44,227 34,276
Equity securities, at fair value (cost 1996, $10,597 and 1995, $8,726) 12,390 10,667
Short-term investments, at cost, which approximates fair value 7,000 7,000
---------------- ----------------
Total investments 112,571 95,224
Cash 2,979 5,204
Receivables:
Accrued investment income 1,671 1,385
Premiums receivable, net 10,494 8,981
Reinsurance recoverable 15,719 13,952
Note receivable, affiliate 275 400
---------------- ----------------
Total receivables 28,159 24,718
Prepaid reinsurance premiums 2,668 2,438
Deferred policy acquisition costs 7,231 5,716
Capital lease 1,950 1,786
Income tax recoverable 249 529
Deferred income tax 2,211 1,947
Other assets 587 201
================ ================
Total assets 158,605 137,763
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Unpaid losses and loss adjustment expenses $ 70,728 $ 60,139
Unearned premiums 30,865 26,245
Accounts payable and accrued expenses 1,773 1,842
Capitalized lease obligation 2,030 1,890
Notes payable:
Affiliate 150
Bank 9,000 10,000
Other liabilities 1,872 1,247
---------------- ----------------
Total liabilities 116,268 101,513
---------------- ----------------
Stockholders' equity:
Preferred stock, $ .01 par value; authorized 2,000,000 shares;
none issued
Common stock, $.01 par value; authorized 10,000,000 shares; issued and
outstanding 1996, 4,450,754 shares and
1995, 4,430,000 (note ) 45 44
Additional paid-in capital 21,866 21,608
Unrealized investment gains, net 993 1,501
Retained earnings 19,533 13,251
---------------- ----------------
42,437 36,404
Unearned compensation from restricted stock awards (100) (154)
---------------- ----------------
Total stockholders' equity 42,337 36,250
---------------- ----------------
Total liabilities and stockholders' equity $ 158,605 $ 137,763
================ ================
</TABLE>
<PAGE>
Exhibit 2 - Post Three-for-Two Stock Split
PENN-AMERICA GROUP, INC. AND SUBSIDIARY
Consolidated Balance Sheets
(in thousands except share data)
<TABLE>
<CAPTION>
December 31,
1996 1995
<S> <C> <C>
ASSETS
Investments:
Fixed Maturities:
Available for sale, at fair value,
(amortized cost 1996, $49,244 and 1995, $42,948) $ 48,954 $ 43,281
Held to maturity, at amortized cost, (fair value 1996, $44,111
and 1995, $34,812) 44,227 34,276
Equity securities, at fair value (cost 1996, $10,597 and 1995, $8,726) 12,390 10,667
Short-term investments, at cost, which approximates fair value 7,000 7,000
---------------- ----------------
Total investments 112,571 95,224
Cash 2,979 5,204
Receivables:
Accrued investment income 1,671 1,385
Premiums receivable, net 10,494 8,981
Reinsurance recoverable 15,719 13,952
Note receivable, affiliate 275 400
---------------- ----------------
Total receivables 28,159 24,718
Prepaid reinsurance premiums 2,668 2,438
Deferred policy acquisition costs 7,231 5,716
Capital lease 1,950 1,786
Income tax recoverable 249 529
Deferred income tax 2,211 1,947
Other assets 587 201
================ ================
Total assets 158,605 137,763
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Unpaid losses and loss adjustment expenses $ 70,728 $ 60,139
Unearned premiums 30,865 26,245
Accounts payable and accrued expenses 1,773 1,842
Capitalized lease obligation 2,030 1,890
Notes payable:
Affiliate 150
Bank 9,000 10,000
Other liabilities 1,872 1,247
---------------- ----------------
Total liabilities 116,268 101,513
---------------- ----------------
Stockholders' equity:
Preferred stock, $ .01 par value; authorized 2,000,000 shares;
none issued
Common stock, $.01 par value; authorized 10,000,000 shares; issued and
outstanding 1996, 6,671,131 shares and
1995, 4,430,000 (note ) 67 44
Additional paid-in capital 21,844 21,608
Unrealized investment gains, net 993 1,501
Retained earnings 19,533 13,251
---------------- ----------------
42,437 36,404
Unearned compensation from restricted stock awards (100) (154)
---------------- ----------------
Total stockholders' equity 42,337 36,250
---------------- ----------------
Total liabilities and stockholders' equity $ 158,605 $ 137,763
================ ================
</TABLE>
|
|