<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[ ]Form 10-K [ ]Form 20-F [ ]Form 11-K [X]Form 10-Q [ ]Form N-SAR
For Period Ended: year ended December 31, 1996
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-F
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR For the Transition Period Ended:
- --------------------------------------------------------------------------------
Read Attached Instruction Sheet Before Preparing Form. Please Print or
Type.
Nothing in this form shall be constructed to imply that the Commission has
verified any information contained herein.
- --------------------------------------------------------------------------------
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: not applicable
- --------------------------------------------------------------------------------
Part I--Registrant Information
- --------------------------------------------------------------------------------
Full Name of Registrant: PROVIDENT AMERICAN CORPORATION
Former Name if Applicable:
Address of Principal Executive Office: 2500 DeKalb Pike
Norristown, PA 19404-0511
- --------------------------------------------------------------------------------
Part II--Rules 12b-25 (b) and (c)
- --------------------------------------------------------------------------------
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] Yes [ ] No
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and [ ] Yes [X] No
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable. [ ] Yes [X] No
- --------------------------------------------------------------------------------
<PAGE>
Part III--Narrative
- --------------------------------------------------------------------------------
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof could not be filed within the
prescribed time period.
See Schedule "A" attached hereto.
- --------------------------------------------------------------------------------
Part IV--Other Information
- --------------------------------------------------------------------------------
(1) Name and telephone number of person to contact in regard to this
notification
Benedict J. Iacovetti, Chief Financial Officer (610) 279-2500
- --------------------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
[/TABLE]
(2) Have all other periodic reports required under section 13 or 15(d)
of the Securities Exchange Act of 1934 or section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s). [ ] Yes [X] No
See Schedule "A". The resignation of the Company's prior auditors,
which resulted in the Form 10-K not being filed in a timely manner, is the same
reason the Form 10-Q for the quarter ended March 31, 1998 will not be filed in a
timely manner.
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statement to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
The Company can not estimate operating results for the quarter ended
March 31, 1998 prior to the Company's consulting actuaries completing their
detailed review of the Company's group health claim reserves and deferred
acquisition costs as of December 31, 1997 as described in Schedule B. The
Company's operating results for the quarter ended March 31, 1998 will include a
$4,000,000 realized gain on the Company's sale of an 80% interest in its wholly
owned subsidiary Montgomery Management Corporation and include expense related
to costs incurred from the Company's entering into an exclusive marketing
arrangement with AOL, Inc. This compares to net income applicable to common
stock of $778,000 for the quarter ended March 31, 1997 which included $998,000
of realized gains on the sale of investments, primarily Loewen Corporation
common stock acquired as a result of a legal settlement which occurred in 1996.
<PAGE>
PROVIDENT AMERICAN CORPORATION
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: May 15, 1998 By /s/ Benedict J. Iacovetti
------------------------------
Name: Benedict J. Iacovetti
Title: Chief Financial Officer
<PAGE>
Schedule A
On December 22, 1997, PAMCO's former independent auditors, Coopers
Lybrand, LLP ("C&L"), resigned. This action was taken without prior warning.
There were no accounting irregularities or reportable events that prompted the
C&L resignation decision, as was detailed in our previous 8-K filing with the
Commission. The C&L resignation created significant timing difficulties with
respect to interviewing and retaining a new auditing firm. Preliminary
discussions with several auditing firms indicated that the audit of the 1997
financial statements could not be completed in time for the Company to file its
Form 10-K on a timely basis. The Company then renewed discussions with C&L, at
which time the Company requested that C&L reconsider its decision and told C&L
that it was placing the Company in a tenuous position regarding the Company's
ability to file its Form 10-K on a timely basis. C&L declined to reconsider.
After a lengthy interview process, which encompassed detailed discussions with
many accounting firms, varying in size from several of the largest international
firms, several national firms, and even several regional accounting firms, PAMCO
selected BDO Seidman, LLP ("BDO") as its new auditors. A Form 8-K was also filed
in this regard. This appointment became effective on February 23, 1998.
BDO informed the Company's management that, given the timing of its
appointment as auditors and the need for retention of a new actuarial firm, its
audit of the Company's financial statements and issuance of its report thereon
could not be completed by the March 31, 1998 deadline for filing the Company's
1997 Form 10-K. It should be noted that the actuarial function had previously
been performed by C&L. In coordination with the hiring of BDO as the Company's
new auditors, PAMCO also engaged the actuarial firm of Milliman & Robertson,
Inc. ("M&R") to conduct a comprehensive study of the Company's health insurance
products, including a detailed review of the claim reserve adequacy as of
December 31, 1997, a detailed review of the Company's deferred acquisition
costs, including the recoverability of such costs from the projected future cash
flows of the underlying insurance products, a review of the adequacy of the
Company's premium rates in relation to the insurance benefits provided under our
various product forms, as well as a review of the Company's life insurance
businesses. M&R was hired to perform these services on February 23, 1998, and
has not yet completed their data gathering and analysis procedures.
M&R's analysis described the preceding paragraph and resulting report
thereon will be relied upon by BDO in the conduct of its audit (both statutory
and GAAP). Accordingly, the completion of the 1997 audited financial statements
has been delayed until both BDO and M&R complete their respective procedures and
issue their reports. This will also be true with regard to the unaudited
financial statements for the quarter ended March 31, 1998.
We have had discussions with BDO and M&R with regard to doing everything
in their power to expedite the audit, and they have been extremely cooperative.
However, given the recent appointment of BDO and M&R and the time each needs to
complete its work, the Company anticipates that it will not be in a position to
file its Form 10-Q for the quarter ended March 31, 1998 until June 1998.
Clearly, the resignation of C&L was beyond the control of the Company.
Nonetheless, the Company will do everything in its power to file its Form 10-Q
for the quarter ended March 31, 1998 as expeditiously as possible.
