PENN AMERICA GROUP INC
8-K, 1999-05-21
SURETY INSURANCE
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                       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) May 21, 1999






                            PENN-AMERICA GROUP, INC.
            (Exact name of registration as specified in this charter)







         Pennsylvania                    0-22316                 23-2731409
(State or other jurisdiction of      (Commission File         (I.R.S. Employer
incorporation or organization)            Number)            Identification No.)



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>



Item 5.  Other Events

         On May 21,1999 the Company issued a press release (the "Press Release")
which   indicated   that  two  directors  of  the  Company  had  tendered  their
resignations  immediately following their re-election to the Board of Directors.
Both  directors  for  business  reasons  were no  longer  able to  serve  on the
Company's board.
         A copy of the Press Release is attached as Exhibit 99.01.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (a)   Financial statements of business acquired:

                  Not applicable.

         (b) Pro forma financial information:

                  Not applicable.

         (c)   Exhibits:
 .                 Penn-America Group's press release dated May 21,1999.



                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.

                                                     PENN-AMERICA GROUP, INC.



Date: May 21,1999
BY: /s/ Rosemary Ferrero
  ------------------------
    Rosemary Ferrero
   (Principal Accounting Officer)



<PAGE>




NEWS

For Release:      May 21, 1999

Contact:          Financial:    Rosemary Ferrero, CPA
                                Chief Financial Officer
                                (215) 443-3612 or [email protected]

                  Media:        David Kirk, APR
                                (610) 792-3329 or [email protected]

Summary:          Two Penn-America Group, Inc. (NYSE:PNG) directors
                  resign after re-election to board

                  HATBORO  PA (May 21,  1999) - Two  directors  of  Penn-America
Group,  Inc.  (NYSE:PNG)  tendered  resignations  after their re-election to the
company's board of directors at the regularly  scheduled meeting of the board on
May 19, 1999.  James E. Heerin,  Jr.,  senior vice president and general counsel
for InterAg  Technologies,  Inc. is unable to serve on the board  because of the
policy of Deere & Company which  recently  completed its  acquisition of InterAg
Technolgies  that  prohibits  officers  from  serving  on the  boards  of  other
companies.  Thomas M. Spiro,  managing general partner of TMS Capital  Partners,
L.P.   declined  to  continue  service  on  the  board  due  to  other  business
commitments.
         The nominating  committee of the board will seek  replacements for both
directors. Heerin had served on the board for six years, Spiro for two.
         Jon S.  Saltzman,  president  and CEO noted,  "We will miss the ongoing
contributions  these two  outstanding  business  leaders made to the fundamental
strengths of this business.  All  stockholders can be grateful that we benefited
from  their  guidance  and we wish  both  of them  continued  success  in  their
endeavors."
         Penn-America  Group, Inc.  (www.penn-america.com)  is a specialty niche
insurance company which, through its subsidiaries Penn-America Insurance Company
and  Penn-Star  Insurance  Company,  underwrites  commercial  property,  general
liability,  commercial  multi-peril  and commercial  automobile  insurance.  The
company has  developed a unique and  profitable  niche  providing  small-premium
insurance  products  to small  businesses  in small  cities  and towns in all 50
states through a controlled network of 56 entrepreneurial general agents.
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