As filed with the Securities and Exchange Commission on December 17, 1996
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PROVIDENT AMERICAN CORPORATION
------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2214195
- -------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2500 DeKalb Pike
Norristown, Pennsylvania 19404
(610) 279-2500
--------------------------------------------------
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
--------------------
Alvin H. Clemens, Chairman, President and Chief Executive Officer
Provident American Corporation
2500 DeKalb Pike
Norristown, Pennsylvania 19404
(610) 279-2500
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------
Copy to:
Frederick W. Dreher, Esquire
Duane, Morris & Heckscher
4200 One Liberty Place
Philadelphia, PA 19103-7396
--------------------
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|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================================================
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered price per share offering price registration fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 121,267 shares $13.875(1) $1,682,579.60(1) $510
$.10 par value
=====================================================================================================================
</TABLE>
(1) Pursuant to paragraph (c) of Rule 457, the proposed maximum offering price
per share and the proposed maximum aggregate offering price have been
computed on the basis of $13.875 per share, the average of the high and
low sales prices of the Common Stock of the Company on the Nasdaq National
Market System on December 16, 1996.
--------------------
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
121,267 Shares
PROVIDENT AMERICAN CORPORATION
Common Stock
($.10 par value)
---------------------
This Prospectus relates to 121,267 shares of Common Stock (the
"Shares"), $.10 par value, of Provident American Corporation (the "Company")
that were acquired by a certain stockholder of the Company (the "Selling
Stockholder") in a private transaction. See "Selling Stockholder." The Shares
represent approximately 1.2% of the outstanding shares of Common Stock of the
Company. Some or all of the Shares to which this Prospectus relates may be sold
from time to time by the Selling Stockholder, or by pledgees, donees,
transferees or other successors in interest to the Selling Stockholder, at
public or private sale at prevailing market prices, prices related to prevailing
market prices, negotiated prices or fixed prices (and, in the case of sales
through brokers, upon payment of normal brokerage commissions). The Company will
not receive any of the proceeds from the sale of the Shares offered hereunder by
the Selling Stockholder.
The Common Stock of the Company is quoted on the Nasdaq National Market
System under the symbol "PAMC." The last reported sale price of the Common Stock
on the Nasdaq National Market System on December 16, 1996 was $13.625 per share.
---------------------
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 securities in any
jurisdiction to any person to whom it is unlawful to make such offer in such
jurisdiction.
No person has been authorized by the Company to give any information or
to make any representations, other than as contained in this Prospectus, and, if
given or made, such information or representations must not be relied upon.
Neither delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change
in the affairs of the Company since the date hereof.
Unless the context otherwise requires, the term "Company" refers to
Provident American Corporation and its subsidiaries.
---------------------
The date of this Prospectus is December 17, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Information, as of particular dates,
concerning directors and officers, their remuneration, options granted to them,
the principal holders of securities of the Company and any material interest of
such persons in transactions with the Company is disclosed in proxy statements
distributed to stockholders of the Company and filed with the Commission. Such
reports, proxy statements and other information and the Registration Statement
of which this Prospectus is a part can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549 and at its regional offices
located at 7 World Trade Center, Suite 1300, New York, New York 10048 and 500
West Madison Street, Suite 1400, Chicago, Illinois 60601. Copies of such
materials can be obtained from the Public Reference Section of the Commission,
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Commission also maintains a Web site that contains
reports, proxy information statements and other information regarding
registrants at the following address: (http://www.sec.gov). The Company's Common
Stock is quoted on the Nasdaq National Market System. Reports, proxy statements
and other information concerning the Company can be inspected at the offices of
the Nasdaq Stock Market, 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission in Washington, D.C. a
registration statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933 (the "Securities Act") with respect to the securities
covered by this Prospectus. As permitted by the rules and regulations of the
Commission, this Prospectus does not contain all of the information set forth in
the Registration Statement. For further information with respect to the Company
and the securities offered hereby, reference is made to the Registration
Statement, including the exhibits filed or incorporated as a part thereof.
Statements contained herein concerning the provisions of documents filed with,
or incorporated by reference in, the Registration Statement as exhibits are
necessarily summaries of such documents and each such statement is qualified in
its entirety by reference to the copy of the applicable documents filed with the
Commission.
---------------------
The Company will provide without charge to each person to whom a
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any or all of the documents incorporated by reference herein, other than
exhibits to such documents unless such exhibits are specifically incorporated by
reference herein. Such requests should be addressed to: Anthony R. Verdi, Chief
Financial Officer, Provident American Corporation, 2500 DeKalb Pike, Norristown,
Pennsylvania, 19404 (telephone 610-279-2500).
<PAGE>
THE COMPANY
The Company is a Pennsylvania corporation which was organized in 1982
and is regulated as an insurance holding company by the states in which its
principal insurance subsidiary, Provident Indemnity Life Insurance Company
("PILIC"), a Pennsylvania stock life insurance company, is licensed. Effective
as of March 29, 1996, PILIC acquired all of the issued and outstanding stock of
Union Benefit Life Insurance Company, a Pennsylvania stock life insurance
company ("UBLIC"). Effective July 5, 1996, UBLIC changed its name to Provident
American Life & Health Insurance Company ("PALHIC"). The Company's business
activities are conducted by PILIC, Montgomery Management Corporation
("Montgomery"), a Pennsylvania corporation which conducts business as a life and
health insurance agency and managing general underwriter, PAMCO Realty Co., Inc.
("PAMCO Realty"), a Delaware corporation which owns certain real property, and
Passages Advance Planning Agency, Inc., a Pennsylvania corporation which
contracts with licensees and trains and manages insurance agents engaged in the
sale of final expense and pre-need life insurance policies, all of which are
wholly owned by the Company, except that PALHIC, PAMCO Realty and Montgomery are
wholly owned by PILIC.
PILIC markets and underwrites group life and accident and health
coverage as well as individual life insurance policies through captive agents
and independent agents and brokers. PILIC's major line of combined group life
and health business is written through several discretionary group trusts and
association groups. Employers may select benefit packages consisting of life
insurance, including dependent life, accidental death and dismemberment, and
combinations of comprehensive major medical, weekly income, diagnostic lab and
x-ray, maternity, home health care, hospice care, accident, prescription drug,
dental and vision care benefits. Long-term disability and deposit product lines
include: whole life, single premium whole life, limited payment whole life and
annuities, and waiver of premium, accelerated death benefits, premium/retirement
deposit fund riders and accidental death and dismemberment riders.
PILIC is licensed to transact life insurance and accident and health
insurance business in the following 27 jurisdictions: Alabama, Alaska, Arizona,
Colorado, Delaware, Florida, Georgia, Indiana, Kentucky, Louisiana, Maryland,
Mississippi, Missouri, Montana, Nebraska, Nevada, New Mexico, Ohio, Oklahoma,
Pennsylvania, South Carolina, Texas, Utah, Virginia, West Virginia, the District
of Columbia and the Virgin Islands. In addition, PILIC writes life insurance in
20 additional jurisdictions pursuant to one or more reinsurance agreements.
PALHIC is currently licensed to sell life and accident and health
insurance in 40 jurisdictions. PALHIC has received approval of its business
plan from the Pennsylvania Insurance Department and is preparing to transact
life and health insurance business in various states in which it is licensed.
The Company's principal executive offices are located at 2500 DeKalb
Pike, Norristown, Pennsylvania 19404 and its telephone number is (610) 279-2500.
SELLING STOCKHOLDER
The shares of the Company's Common Stock covered by this Prospectus
(the "Shares") are, or may be, offered by the Selling Stockholder, Michael V.
Warhurst. Except as described
-2-
<PAGE>
below, the Selling Stockholder is not currently, nor has been an officer,
director or employee of the Company nor has had a material relationship with the
Company in the three years immediately preceding the date of this Prospectus.
Mr. Warhurst served as a director of the Company from 1994 until he
resigned from such position as of June 1, 1996. In addition, Mr. Warhurst is the
President of Passages International Marketing Group, Inc. and Warhurst Group,
Inc. (the "Warhurst Agencies") which are independent marketing agencies that
engaged in the sale of certain types of life insurance policies for the Company.
Pursuant to a letter agreement dated September 24, 1996 between the Company and
Mr. Warhurst, Mr. Warhurst agreed to cause the Warhurst Agencies to permanently
cease doing business and to cease submitting any additional business to the
Company after October 31, 1996.
The following table sets forth the number of shares of the Company's
Common Stock owned by the Selling Stockholder prior to the offering made under
this Prospectus, the number of shares to be offered for the account of the
Selling Stockholder and the number of shares and percentage of the outstanding
shares of the Company's Common Stock to be beneficially owned by the Selling
Stockholder upon the sale of the Shares:
<TABLE>
<CAPTION>
Common Stock To Be
Beneficially Owned If
Common Stock All Shares That May
Beneficially Owned Be Offered Hereunder
On October 1, 1996 Are Sold
-------------------------- -------------------------
Percentage Shares That Percentage
of May Be of
Number of Outstanding Offered Number of Outstanding
Name Shares Shares Hereunder Shares Shares
- ------ ---------- ------------ ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Michael V. Warhurst 131,267(1) 1.35% 121,267 10,000 *
</TABLE>
- -------------------
* Less than one percent.
(1) Of this total, 10,000 of these shares are owned jointly by Mr. Warhurst
and his wife, Ozella M. Warhurst.
PLAN OF DISTRIBUTION
The Company has been advised that the distribution of the Shares by the
Selling Stockholder or by pledgees, donees or transferees of or other
successors in interest to the Selling Stockholder, may be effected from time to
time in one or more transactions (which may involve block transactions) on the
Nasdaq National Market System or such other exchange or market in which the
Common Stock may from time to time be trading, in negotiated transactions or in
a combination of any such transactions. The identity of such pledgees, donees,
or transferees of or other successors in interest to the Selling Stockholder
will be disclosed in a supplement to this prospectus. Such transactions may be
effected by the Selling Stockholder at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices
or at fixed prices. The Selling Stockholder may effect such transactions by
selling Shares to or through broker-dealers, including purchases by a
broker-dealer as principal and resale by such broker-dealer for its account
-3-
<PAGE>
pursuant to this Prospectus. Such broker-dealers may receive compensation in the
form of discounts or commissions from the Selling Stockholder and may receive
commissions from the purchasers of Shares for whom such broker-dealers may act
as agents (which discounts or commissions from the Selling Stockholder or such
purchasers, if in excess of those customary for the types of transactions
involved, will be disclosed in a supplement to this prospectus). The Selling
Stockholder, any broker or dealer selling Shares for the Selling Stockholder or
purchasing such Shares from the Selling Stockholder for purposes of resale may
be deemed to be an "underwriter" under the Securities Act, and any compensation
received by any such broker or dealer may be deemed underwriting discounts and
commissions under the Exchange Act.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares offered hereunder by the Selling Stockholder.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Commission are
incorporated by reference herein:
(a) Annual Report on Form 10-K for the year ended December 31, 1995,
filed by the Company pursuant to Section 13(a) of the Exchange Act.
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1996, June 30, 1996 and September 30, 1996, filed by the Company pursuant to
Section 13(a) of the Exchange Act.
(c) Current Reports on Form 8-K dated April 18, 1996 and May 20, 1996,
filed by the Company pursuant to Section 13(a) of the Exchange Act.
(d) The description of the Company's Common Stock set forth in the
Company's Form S-1 Registration Statement No. 33-5884.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the termination of the
offering of the Shares covered by this Prospectus shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which is
also or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
-4-
<PAGE>
LEGAL MATTERS
The validity of the issuance of the Shares offered hereby has been
passed upon for the Company by Duane, Morris & Heckscher, Philadelphia,
Pennsylvania.
EXPERTS
The consolidated financial statements and financial statement schedules
of the Company at December 31, 1995 and 1994, and for each of the three years
then ended, incorporated by reference into this Prospectus, have been audited by
Coopers & Lybrand L.L.P., independent accountants, as set forth in its report
thereon, which report is also incorporated by reference herein, and are included
in reliance upon such report given upon the authority of that firm as experts in
accounting and auditing.
-5-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Registration fee..................................................... $ 510
Legal fees and expenses.............................................. $ 5,000
Accountants' fees and expenses....................................... $ 5,000
Miscellaneous........................................................ $ 490
--------
Total....................................................... $11,000
========
- ---------------
* Estimated
The Selling Stockholder will bear all of the foregoing expenses.
Item 15. Indemnification of Directors and Officers.
As permitted by the provisions for indemnification of directors and
officers in the Pennsylvania Business Corporation Law (the "BCL"), which applies
to the Company, the Company's Bylaws provide for indemnification of directors
and officers for all expense, liability and loss (including without limitation
attorneys' fees, judgments, fines, taxes, penalties and amounts paid in
settlement) reasonably incurred or suffered by such person in any threatened,
pending or completed action, suit or proceeding (including without limitation an
action, suit or proceeding by or in the right of the Company), whether civil,
criminal, administrative, investigative or through arbitration, unless the act
or failure to act giving rise to the claim for indemnification is determined by
a court to have constituted willful misconduct or recklessness. The right to
indemnification provided in the Company's Bylaws includes the right to have the
expenses incurred by such person in defending any proceeding paid by the Company
in advance of the final disposition of the proceeding to the fullest extent
permitted by Pennsylvania law; provided that, if Pennsylvania law continues so
to require, the payment of such expenses incurred by such person in advance of
the final disposition of a proceeding may be made only upon delivery to the
Company of an undertaking, by or on behalf of such person, to repay all amounts
so advanced without interest if it is ultimately determined that such person is
not entitled to be indemnified under the Company's Bylaws or otherwise.
Indemnification under such provisions continues as to a person who has ceased to
be a director or officer of the Company and inures to the benefit of his or her
heirs, executors and administrators. The Bylaws of the Company also avail
directors of the Pennsylvania law limiting directors' liability for monetary
damages for any action taken or any failure to take any action to those cases
where they have breached their fiduciary duty under the BCL and such breach
constitutes self-dealing, willful misconduct or recklessness, provided, however,
that this limitation does not apply to the responsibilities or liabilities of a
director pursuant to any criminal statute, or to the liabilities of a director
for payment of taxes pursuant to local, Pennsylvania or federal law.
II-1
<PAGE>
Item 16. Exhibits.
4.1 Specimen Certificate of Common Stock of the Company (incorporated
herein by reference to Exhibit No. (4)(A) filed under the
Company's Form S-1 Registration Statement No. 33-5884).
4.2 Articles of Incorporation of the Company, as amended (incorporated
herein by reference to Exhibit (3)(A) filed under the Company's
Form 10 Registration Statement No. 0-13591 and to Exhibit (C)(2)
to the Company's Form 8-K Report dated December 29, 1989).
4.3 Bylaws of the Company (incorporated herein by reference to Exhibit
(3)(B) filed under the Company's Form 10 Registration Statement
No. 0-13591).
5.1 Opinion of Duane, Morris & Heckscher.
23.1 Consent of Duane, Morris & Heckscher (included in their opinion
filed as Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(a) to file, during any period in which it offers or sells securities,
a post-effective amendment to this Registration Statement to include any
additional or changed material information on the plan of distribution;
(b) that, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment is a new registration
statement of the securities offered, and the offering of the securities at that
time to be deemed the initial bona fide offering thereof; and
(c) to file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-2
<PAGE>
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act of 1933 shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Norristown, Pennsylvania on October 30, 1996.
PROVIDENT AMERICAN CORPORATION
By:/s/ Alvin H. Clemens
-----------------------------------------
Alvin H. Clemens,
Chairman of the Board and
Chief Executive Officer
Know all men by these presents, that each person whose signature
appears below constitutes and appoints Alvin H. Clemens and Anthony R. Verdi and
each or any of them, as his or her true attorneys-in-fact and agents, with full
power of substitution, for him or her, and in his or her name, place and stead,
in any and all capacities to sign any or all amendments or post-effective
amendments to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them or
their substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Alvin H. Clemens Chief Executive Officer October 30, 1996
- --------------------------- and Chairman of the Board
Alvin H. Clemens
/s/ James O. Bowles President October 30, 1996
- ---------------------------
James O. Bowles
/s/ Anthony R. Verdi Chief Financial Officer October 30, 1996
- ---------------------------
Anthony R. Verdi
/s/ Francis L. Gillan, III Controller December 12, 1996
- ---------------------------
Francis L. Gillan, III
/s/ Michael F. Beausang, Jr. General Counsel, Secretary October 30, 1996
- ---------------------------- and Director
Michael F. Beausang, Jr.
/s/ Valerie C. Clemens Director October 30, 1996
- -----------------------------
Valerie C. Clemens
II-4
<PAGE>
/s/ Harold M. Davis Director October 30, 1996
- ------------------------------
Harold M. Davis
/s/ John T. Gillin Director October 30, 1996
- ------------------------------
John T. Gillin
/s/ Henry G. Hager Director October 30, 1996
- ------------------------------
Henry G. Hager
/s/ George W. Karr, Jr. Director October 30, 1996
- ------------------------------
George W. Karr, Jr.
/s/ P. Glenn Moyer Director October 30, 1996
- ------------------------------
P. Glenn Moyer
II-5
<PAGE>
EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K)
<TABLE>
<CAPTION>
<S> <C> <C>
Exhibit No. Exhibit Page
4.1 Specimen Certificate of Common Stock of the Company (incorporated herein
by reference to Exhibit No. (4)(A) filed under the Company's Form S-1
Registration Statement No. 33-5884).
4.2 Articles of Incorporation of the Company, as amended
(incorporated herein by reference to Exhibit (3)(A) filed under
the Company's Form 10 Registration Statement No. 0-13591 and to
Exhibit (C)(2) to the Company's Form 8-K Report dated December
29, 1989).
4.3 Bylaws of the Company (incorporated herein by reference to Exhibit (3)(B)
filed under the Company's Form 10 Registration Statement No. 0-13591).
5.1 Opinion of Duane, Morris & Heckscher.
23.1 Consent of Duane, Morris & Heckscher (included in their opinion filed as
Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P.
</TABLE>
[Duane, Morris & Heckscher letterhead]
December 12, 1996
The Board of Directors of
Provident American Corporation
2500 Dekalb Pike
Norristown, PA 19404
Gentlemen:
We have acted as counsel to Provident American Corporation (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, of a
Registration Statement on Form S-3 (the "Registration Statement") relating to
the offer and sale by Michael V. Warhurst of up to 121,267 shares (the "Shares")
of common stock, $.10 par value per share, of the Company.
As counsel to the Company, we have supervised all corporate proceedings
in connection with the preparation and filing of the Registration Statement. We
have also examined the Company's Articles of Incorporation and By-Laws, as
amended to date, the corporate minutes and other proceedings and records of the
Company relating to the authorization, sale and issuance of the Shares, and such
other documents and matters of law as we have deemed necessary or appropriate in
order to render this opinion. Based upon the foregoing, it is our opinion that
each of the Shares is duly authorized, legally and validly issued and
outstanding, fully paid and nonassessable.
We hereby consent to the use of this opinion in the Registration
Statement, and we further consent to the reference to our name in the Prospectus
under the caption "Legal Matters."
Sincerely,
DUANE, MORRIS & HECKSCHER
By: /s/ FREDERICK W. DREHER
-------------------------------------------
A Partner
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Provident American Corporation on Form S-3 of our report dated March 22, 1996,
on our audits of the consolidated financial statements and financial statement
schedule of Provident American Corporation as of December 31, 1995 and 1994,
and for the years ended December 31, 1995, 1994 and 1993, which report is
included in the Annual Report on Form 10-K. We also consent to the reference to
our firm under the captions "Experts."
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
December 11, 1996
