April 22, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Application For Withdrawal of Post-Effective Amendment to
Registration Statement on Form S-3 Filed For Penn-America
Group, Inc. (Commission File No.333-49055)
Dear Sir or Madam:
Pursuant to Rule 477 of the Securities Act of 1933, as amended (the
"Securities Act"), Penn-America Group, Inc. ("Penn-America") hereby requests to
withdraw its Post-Effective Amendment to Registration Statement on Form S-3
(Commission File No. 333-49055) that was filed with the Securities and Exchange
Commission on April 15, 1999 (the "Amendment").
Under the Amendment, Penn-America intended to increase the number of
shares registered under the registration statement, however such an increase
should properly have been instituted pursuant to a new registration statement
under Rule 462(b). In addition, the Amendment was incorrectly filed under EDGAR
form S-3/A instead of form POS AM. As such, the Amendment should be withdrawn as
it cannot be properly declared effective on its face.
On April 20, 1999, Penn-America requested that the form of the
Amendment be converted to EDGAR form POS AM and filed its Registration Statement
on Form S-3/MEF (File No. 333-76599) to properly increase the number of shares
registered.
Please contact Steven C. Robbins at Reed Shaw Smith & McClay at (215)
851-8119 with any questions or comments regarding this application. Thank you
for your attention to this matter.
Sincerely,
PENN-AMERICA GROUP, INC.
By: /s/ Jon S. Saltzman
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President
