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) August 24, 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
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Item 4. Changes in Registrant's Certifying Accountants
At a meeting held on August 18, 1999, the Board of Directors of Penn-America
Group, Inc. ratified the approval of the Audit Committee of the Board of
Directors to engage Ernst & Young LLP as its independent auditors for the fiscal
year ending December 31, 1999. Ernst & Young LLP replaces the firm of KPMG LLP,
who were dismissed as auditors.
The audit reports of KPMG LLP on the consolidated financial statements of
Penn-America Group, Inc. as of and for the years ended December 31, 1998 and
1997 did not contain an adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope, or accounting principles.
In connection with the audits of the Company's financial statements for the two
fiscal years ended December 31, 1998, and in subsequent interim period through
August 18, 1999, there were no disagreements with KPMG LLP on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedures which, if not resolved to the satisfaction of KPMG LLP,
would have caused KPMG LLP to make reference to the matter in their reports. The
Company has requested KPMG LLP to furnish it a letter addressed to the
Commission stating whether it agrees with the above statements. A copy of the
letter dated August 24, 1999 from KPMG LLP is filed as Exhibit 1 to this Form
8-K.
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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: August 24, 1999 BY: /s/ Rosemary Ferrero
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Rosemary Ferrero
(Principal Accounting Officer)
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EXHIBIT 1
RESPONSE FROM KPMG LLP
August 24, 1999
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Penn-America Group, Inc. and under
the date of January 22, 1999, we reported on the consolidated financial
statements of Penn-America Group, Inc. and subsidiaries as of and for the years
ended December 31, 1998 and 1997. On August 18, 1999, our appointment as
principal accountants was terminated. We have read Penn-America Group, Inc.'s
statements included under Item 4 of its Form 8-K dated August 24, 1999, and we
agree with such statements, except that we are not in a position to agree or
disagree with Penn-America Group, Inc.'s statement that the change was approved
by the audit committee of the board of directors.
Very truly yours,
/s/ KPMG LLP
