Securities and Exchange Commission
Washington, DC 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 15, 1996
HEALTH INSURANCE OF VERMONT, INC.
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(Exact Name of Registrant as Specified in Charter)
Vermont 0-9934 03-0211497
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(State of Other Juris- (Commission File (IRS Employer
diction of Incorporation) Number) Identification No.)
One Roosevelt Highway, Colchester, Vermont 05446
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(Address of Principal (Zip Code)
Executive Offices)
(802) 655-5500
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
On March 15, 1996, Health Insurance of Vermont, Inc. (the "Company")
entered into an Agreement and Plan of Merger (the "Merger Agreement")
providing for the merger (the "Merger") of a wholly owned subsidiary of Penn
Treaty American Corporation, a Pennsylvania corporation ("PTAC"), with and
into the Company. On May 10, 1996, the Company and PTAC entered into
Amendment No. 1 to the Merger Agreement. Pursuant to the Merger Agreement, as
amended, HIVT is to become a wholly owned subsidiary of PTAC and each
outstanding share of HIVT common stock is to be converted into $4.00 of cash
and $16.00 of common stock. The Company and PTAC have certain rights to
terminate the Merger Agreement if the price per share of PTAC's common stock
is above $20 or below $15, as determined pursuant to the Merger Agreement.
The shares of PTAC's common stock to be issued to the HIVT stockholders will
be registered on a Registration Statement on Form S-4 filed under the
Securities Act of 1933, as amended. The consummation of the Merger is subject
to approval by HIVT's stockholders, receipt of all necessary regulatory
approvals, satisfactory confirmation that the Merger will be treated as a tax-
free reorganization and other customary conditions. The Merger Agreement may
be terminated by the parties if the Merger is not consummated by August 31,
1996.
Item 6. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
2.1 Agreement and Plan of Merger dated as of March 15, 1996 between Penn
Treaty American Corporation and Health Insurance of Vermont, Inc.
(filed with the Registrant's Current Report on Form 8-K, dated March
22, 1996).
2.2 Amendment No. 1 to Agreement and Plan of Merger between Penn Treaty
American Corporation and Health Insurance of Vermont, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to its current report on Form 8-K to
be signed on its behalf by the undersigned hereunto duly authorized.
HEALTH INSURANCE OF VERMONT, INC.
(Registrant)
/s/ John W. Mahoney
By: John W. Mahoney
Title: President
AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 1, dated as of May 10, 1996 (the "Amendment"), to the
Agreement and Plan of Merger (the "Agreement"), dated as of March 15, 1996,
between Penn Treaty American Corporation ("Parent") and Health Insurance of
Vermont, Inc. (the "Company").
W I T N E S S E T H:
WHEREAS, the Agreement provides, among other things, for the merger of a
wholly-owned subsidiary of Parent to be formed as soon as practicable
following the execution of the Agreement ("Merger Sub") with and into the
Company upon the terms and subject to the conditions set forth in the
Agreement (the "Merger"); and
WHEREAS, Parent and the Company have mutually agreed to amend the
Agreement to, among other things, modify the acceptable range of the average
bid price per share of Parent Common Stock, which is used in the computation
of the Final Price (as defined in the Agreement), from no less than $16.00 or
no greater than $18.00 to no less than $15.00 or no greater than $20.00 and to
extend the date by which the Merger must be consummated from July 31, 1996 to
August 31, 1996.
NOW, THEREFORE, in consideration of the premises and the agreements
hereinafter set forth, and intending to be legally bound, Parent and the
Company agree as follows:
1. Subsection 3.1(b)(iii) of the Agreement is hereby amended and
restated in its entirety as follows:
"(iii) The "Final Price" shall mean the average closing bid price of
Parent Common Stock on the Nasdaq National Market during the
period comprised of the twenty consecutive trading days
immediately preceding the fifth business day immediately
preceding the Effective Date (such period is hereinafter
referred to as the "Measurement Period"), as such closing bid
prices are published by the National Association of Securities
Dealers Automated Quotation Service; provided, however,
that if the average closing price of Parent Common Stock,
determined in accordance with the first clause of this sentence,
during the Measurement Period is more than $.20 per share higher
than the average closing bid price of Parent Common Stock during
the Measurement Period, the Final Price shall equal the average
closing price per share minus $.20 per share but this adjustment
shall not cause the Final Price to be reduced to a price per
share less than the average closing bid price of Parent Common
Stock during the Measurement Period. If the Final Price of Parent
Common Stock, determined in accordance with the immediately
preceding sentence, is less than $15.00 or greater than $20.00,
this Merger Agreement shall terminate; provided, however, that
the parties hereto may waive this termination provision in
writing."
2. Subsection 9.1(b) of the Agreement is hereby amended and restated in
its entirety as follows:
"(b) By either Parent or the Company if the Merger shall not have been
consummated on or before August 31, 1996 (provided the
terminating party is not otherwise in material breach of its
representations, warranties or obligations under this Merger
Agreement or responsible for the failure of the Merger to occur
on or before such date)."
3. Except as provided herein, the Agreement shall remain unchanged and
in full force and effect.
4. This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
as of the day and year first above written.
"Company"
HEALTH INSURANCE OF VERMONT, INC.
By: /s/ John W. Mahoney
Title: President
"Parent"
PENN TREATY AMERICAN CORPORATION
By: /s/ A. J. Carden
Title: Executive Vice President
