File No. 333-49055
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON April 15, 1999
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amended FORM S-3
Registration Statement
under
The Securities Act of 1933
PENN-AMERICA GROUP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2180139
State or other jurisdiction of incorporation or I.R.S. Employer I.D. No.
organization
420 S. York Road
Hatboro, Pennsylvania 19040
(215) 443-3656
(Address & phone number of principal executive offices)
Jon S. Saltzman
President
Penn-America Group, Inc.
420 S. York Road
Hatboro, Pennsylvania, 19040
(Name and address of agent for service)
(215) 443-3600
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(Telephone number, including area code, of agent for service)
Copy to:
Michael B. Pollack, Esquire
Reed Smith Shaw & McClay
2500 One Liberty Place
Philadelphia, PA 19103
(215) 851-8100
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. X
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement thereafter becomes effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Each Maximum Maximum
Class of Amount Offering Aggregate Amount of
Securities To be Price per Offering Registration
to be Registered Registered Security (1) Price Fee
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Common Stock, 20,000 Shares $ 9.50 $ 190,000 $ 52.82
$.01 par value -------------
Total $ 52.82
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(1) Estimate solely for purposes of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933. Securities
priced as of the closing price, as reported on New York Stock Exchange,
under the "PNG" symbol as of April 14, 1999.
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20,000 Shares
PENN-AMERICA GROUP, INC.
Common Stock
All of the Shares of Common Stock offered hereby relate to shares being
provided by Penn-America Group, Inc. as part of an Agency Performance Award and
Profit Sharing Plan (the "Plan") offered to certain qualifying independent
agents of Penn-America Insurance Company, its wholly-owned subsidiary. The
Company wishes to provide an incentive to its independent agents to reward them
in a manner in which, by conducting business with Penn-America Insurance Company
in a favorable manner, good underwriting results and loss ratios, they will be
rewarded with the Company's stock and cash as provided by the "Plan" as
described herein. Except where the context otherwise indicates, the term
"Company" includes Penn-America Group, Inc. ("Penn-America Group" or "PAGI") and
its wholly-owned subsidiary Penn-America Insurance Company ("Penn-America") and
its wholly-owned subsidiary Penn-Star Insurance Company.
The Common Stock of Penn-America Group, Inc. is quoted on the New York
Stock Exchange ("NYSE") under the symbol "PNG". On April 14, 1999 as reported by
NYSE, the closing price for the Common Stock was $ 9.50 per share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This Prospectus does not constitute an offer to sell or the
solicitation of any offer to buy any of the securities offered hereby in any
jurisdiction to or from any person to whom it is unlawful to make or solicit
such offer in such jurisdiction. Neither the delivery of this Prospectus nor any
sale made hereunder shall under any circumstances create any implication that
there has or has not been any change in the information contained herein since
the date hereof.
The date of this Amended Prospectus is April 15, 1999.
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