SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by Registrant [ x ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ x ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14A-11(c) or ss. 240.14a-12
PENN TREATY AMERICAN CORPORATION
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than Registrant)
<PAGE>
PENN TREATY AMERICAN CORPORATION
3440 LEHIGH STREET
ALLENTOWN, PENNSYLVANIA 18103
--------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FRIDAY
MAY 24, 1996
TO THE SHAREHOLDERS OF PENN TREATY AMERICAN CORPORATION
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of PENN TREATY
AMERICAN CORPORATION (the "Company") will be held at Comfort Suites of
Allentown, 3712 Hamilton Boulevard, Allentown, Pennsylvania on Friday, May 24,
1996, at 10:30 a.m. (the "Meeting") for the purpose of considering and voting
upon the following matters:
1. To elect three persons to the Company's Board of Directors as
Class III Directors to serve until the 1999 Annual Meeting of
Shareholders and until their successors are elected and have
been qualified.
2. To ratify the selection of Coopers & Lybrand L.L.P. as
independent public accountants for the Company and its
subsidiaries for the year ending December 31, 1996; and
3. To transact whatever other business may properly come before
the Meeting, or any adjournments or postponements thereof.
Only those Shareholders of Common Stock of record at the close of business on
April 26, 1996 shall be entitled to notice of, and to vote at, the Meeting.
EACH SHAREHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE
ANNUAL MEETING, IS REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD
WITHOUT DELAY IN THE ENCLOSED SELF- ADDRESSED ENVELOPE. ANY PROXY GIVEN BY THE
SHAREHOLDER MAY BE REVOKED AT ANY TIME BEFORE IT IS EXERCISED BY FILING WITH THE
SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY BEARING A
LATER DATE. ANY SHAREHOLDER PRESENT AT THE ANNUAL MEETING MAY REVOKE HIS OR HER
PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE ANNUAL MEETING.
By order of the Board of Directors,
Domenic P. Stangherlin, Secretary
Allentown, Pennsylvania
May 2, 1996
<PAGE>
PENN TREATY AMERICAN CORPORATION
3440 Lehigh Street
Allentown, Pennsylvania 18103
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 24, 1996
INTRODUCTORY STATEMENT
This Proxy Statement ("Proxy Statement") is being furnished to the
shareholders of Penn Treaty American Corporation, a Pennsylvania corporation
(the "Company"), in connection with the solicitation by the Board of Directors
of the Company of Proxies to be voted at the Annual Meeting of Shareholders of
the Company to be held on May 24, 1996, at Comfort Suites of Allentown, 3712
Hamilton Boulevard, Allentown, Pennsylvania at 10:30 a.m., or at any
adjournments or postponements thereof (the "Meeting"). This Proxy Statement and
the accompanying Proxy Card are first being mailed to the shareholders on or
about May 2, 1996. A copy of the 1995 Annual Report, which includes financial
statements for the fiscal year ended December 31, 1995, is enclosed herewith.
Costs of solicitation will be borne by the Company.
MATTERS TO BE CONSIDERED
The matters to be considered and voted upon at the Meeting will be:
1. To elect three persons to the Company's Board of Directors as
Class III Directors to serve until the 1999 Annual Meeting of
Shareholders and until their successors are elected and have
been qualified;
2. To ratify the selection of Coopers & Lybrand as independent
public accountants for the Company and its subsidiaries for
the year ending December 31, 1996; and
3. To transact whatever other business may properly come before
the Meeting, or any adjournments or postponements thereof.
OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
The close of business on April 26, 1996 has been fixed as the
record date for the determination of shareholders entitled to notice of and to
vote at the Meeting and any adjournments or postponements thereof. As of such
date, there were outstanding 6,990,084 shares of common stock, par value $.10
per share ("Common Stock"), held by 202 shareholders of record.
<PAGE>
Each share of Common Stock is entitled to one vote on all matters
properly submitted at the Meeting. The presence, in person or by Proxy, of the
holders of a majority of the outstanding shares of Common Stock entitled to vote
on the matters set forth in the accompanying Notice of Meeting will constitute a
quorum for the transaction of business at the Meeting. The three nominees for
Director who receive the largest number of votes cast at the Meeting, either in
person or by Proxy (there being no cumulative voting), will be elected to serve
on the Board of Directors of the Company. The ratification and approval of the
selection of Coopers and Lybrand, L.L.P. as the independent public accountants
for the Company and its subsidiaries, Penn Treaty Life Insurance Company
("PTLIC"), Senior Financial Consultants Company (the "Agency"), formerly named
Cher-Britt Service Company, and Network America Life Insurance Company ("Network
America"), will require the affirmative vote, either in person or by Proxy, of
the holders of shares representing at least a majority of the votes cast at the
Meeting.
Shares represented by valid Proxies will be voted in accordance with
instructions contained therein or, in the absence of such instructions, in
accordance with the recommendations of the Board of Directors. Shareholders who
execute Proxies may revoke them at any time before such Proxies are voted by (i)
delivering written notice to the Secretary of the Company at the Company's
principal executive offices or (ii) delivering to the Secretary of the Company
duly executed Proxies bearing a later date than the Proxy being revoked.
Shareholders who execute Proxies but nevertheless attend the Meeting may revoke
such Proxies at any time before such Proxies are voted by giving written notice
to the Secretary.
PROPOSAL I - ELECTION OF DIRECTORS
The Board of Directors currently has nine members and is divided into
three classes, each comprised of three Directors who serve for terms of three
years and until their successors have been elected and qualified.
The Proxy Agents named in the enclosed Proxy Card intend to vote,
unless instructed otherwise, for election of the nominees named below. If for
any reason any of the nominees becomes unable or is unwilling to serve at the
time of the Meeting, the Proxy Agents will, unless instructed otherwise, vote
for a substitute nominee or nominees in their discretion. It is not anticipated
that any nominee will be unavailable for election.
The following information with respect to current and past five years'
business experience, directorships and memberships on committees of the Board of
Directors has been furnished to the Company by each person nominated as a
Director and each person whose term of office as a Director will continue after
the Meeting.
<PAGE>
Class III Nominees for election at the Meeting to serve until the 1999
Annual Meeting are listed below. All of the nominees other than John W. Mahoney
are currently serving as directors.
Michael F. Grill has served as Treasurer and Comptroller of the Company
and PTLIC since 1981, of the Agency since February 1988 and of Network America
since July 1989. Mr. Grill became a Director of the Company in December 1986, of
the Agency in February 1988 and of Network America in July 1989. Prior to
joining the Company, Mr Grill served as Chief Accountant for World Life and
Health Insurance Company located in King of Prussia, Pennsylvania from 1973 to
1981. Mr. Grill is 46 and has a total of 22 years experience in the insurance
business.
C. Mitchell Goldman, Esquire, has served as a Director of the Company
since May 1987. Mr. Goldman is a partner in the law firm of Goldman, Marshall &
Muszynski, P.C., which engages in the practice of healthcare law. Mr. Goldman
was also a partner and Senior Vice President of GLS Associates, a health care
consulting firm providing marketing and other planning services for hospitals,
nursing homes and other health care facilities from 1975 until October 1995. Mr.
Goldman currently serves as Corporate Secretary of the Corporate Alliance for
Drug Education. Mr. Goldman is a member of the National Health Lawyer
Association and the American Hospital Association Society for Planning and
Healthcare Marketing. In addition to his law degree, Mr. Goldman has an MBA in
Health Care Administration from the Wharton School of the University of
Pennsylvania. He is 45.
John W. Mahoney has served as the President of Health Insurance of
Vermont since December 1988. Prior to becoming the insurance company's
President, Mr. Mahoney served as an Executive Vice President for 3 years and as
Vice President for 18 years. Mr. Mahoney is a member of the National Association
of Life Underwriters, the National Association of Health Underwriters and is a
Director of the Vermont Life and Health Guaranty Association. Mr. Mahoney holds
a B.A. degree from St. Michael's College in Colchester, Vermont. He is 53 years
old and has a total of 29 years of insurance experience.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE ABOVE
NOMINEES FOR A FIXED TERM OF THREE YEARS.
Class I Directors whose present terms continue until the 1997 Annual
Meeting:
Irving Levit is the founder, Chairman of the Board of Directors,
President and Chief Executive Officer of the Company. Mr. Levit has also been
Chairman of the Board of Directors, President and Chief Executive Officer of
PTLIC since it was purchased by the Company in 1976, of the Agency since
February 1988 and of Network America since July 1989. In addition, Mr. Levit has
been the sole owner of the Irv Levit Insurance Management Corporation ("IMC"),
an insurance agency, since 1961. Mr. Levit is 66 and has over 40 years
experience in the insurance business.
<PAGE>
A. J. Carden has served as Executive Vice President and Director of the
Company and PTLIC since July 1983, of the Agency since February 1988 and of
Network America since July 1989. His duties include overseeing the Company's
underwriting and claims departments and monitoring the Company's compliance with
various state insurance department requirements. From 1970 to July 1983, Mr.
Carden served as Assistant to the President and Vice President of Claims for
Columbia Life Insurance Company and Columbia Accident and Health Insurance
Company located in Bloomsburg, Pennsylvania. Mr. Carden is 63 and has a total of
38 years experience in the insurance business.
Domenic P. Stangherlin has served as Secretary and Director of the
Company and PTLIC since June 1971, of the Agency since February 1988 and of
Network America since July 1989. In addition, Mr. Stangherlin is the owner and
manager of the Line Tool Company, a manufacturer of micro-positioners located in
Allentown, Pennsylvania. He is 69.
Class II Directors whose present terms continue until the 1998 Annual Meeting:
Jack D. Baum has served as Vice President of Marketing of the Company
and PTLIC since April 1985 and became a Director of each in March 1987. He
became Vice President of Sales and Director of the Agency in February 1988 and
of Network America in July 1989. His duties include supervising and motivating
the Company's sales force and he is responsible for advertising and promotional
activities. Prior to joining the Company, Mr. Baum served as Vice President of
Marketing for National Security General Insurance Company in Lancaster,
Pennsylvania from September 1983 to April 1985 and as a Director of Group Sales
and Marketing for Educators Mutual Life Insurance in Lancaster, Pennsylvania,
from March 1976 to September 1983. Mr. Baum is 62 and has a total of 19 years
experience in the insurance business.
Emile G. Ilchuk has served as a Director of the Company and PTLIC since
January 1972, of the Agency since February 1988 and of Network America since
July 1989. Mr. Ilchuk has worked as a Safety Inspector for the Pennsylvania
Department of Labor and Industry since 1975. He is 58.
Glen A. Levit has served as a Director of the Company since May 1995
and as a director of PTLIC and Network America since April 1995. Mr. Levit has
served as Vice President of Sales of Penn Treaty Life Insurance Company and
Network America Life Insurance Company since June, 1993. His duties include
hiring, training and supervising agents and marketers and he is responsible for
planning and conducting seminars across the country. From October 1991 until
June, 1993 Mr. Levit served as the Regional Sales Director and as a regional
marketer for PTLIC and Network America. Prior to that time, Mr. Levit worked in
several other departments of the Insurers including Underwriting and also served
as a director of Insurance Management Corporation, an insurance agency, since
1988. He is 28 and has over 8 years of experience in the insurance business. Mr.
Levit is the son of Irving Levit.
<PAGE>
To assist in the discharge of its responsibilities, the Board of
Directors has an Audit Committee, a Compensation Committee and an Executive
Committee. The Audit Committee communicates with and receives information
directly from the Company's independent accountants. The Audit Committee
comprises Messrs. Ilchuk and Goldman. The Audit Committee met one time during
the last fiscal year. The Compensation Committee comprises Messrs. Goldman and
Stangherlin. This committee reviews and evaluates the performance and leadership
of the Company's executive officers and recommends compensation levels to the
Board of Directors. The Compensation Committee met one time during the last
fiscal year. The Executive Committee meets periodically to discuss and act upon
certain significant matters affecting the Company. The Executive Committee
comprises Messrs. Levit, Carden and Stangherlin. The Executive Committee met two
times during the last fiscal year. The Board of Directors does not have a
nominating committee. The total combined attendance for all Committee meetings
was 100%.
During 1995, the Board of Directors met 8 times. Each Director attended
at least 75% of the meetings of the Board, except for Dr. Stuart Shapiro,
currently a Director of the Company.
Each Director receives a fee of $200 for each regular board meeting
attended. In addition, Mr. Goldman and Dr. Stuart Shapiro, currently a Director
of the Company, each received a consulting fee of $7,000 during 1995.
Information with respect to the share ownership of the Directors and
the nominees is set forth below. See "Principal Shareholders."
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
IMC, an insurance agency which is owned by Irving Levit, Chairman of
the Board, President and Chief Executive Officer of the Company, PTLIC, Network
America and the Agency, produced approximately $72,000, $65,000 and $62,000 of
new and renewal premiums for PTLIC for the years ended December 31, 1993, 1994
and 1995, respectively, for which it received commissions of approximately
$17,000, 15,000 and $14,000, respectively. While IMC has only been minimally
involved in the sale of insurance products since 1979 and IMC'S operations since
that time have not been significant, IMC continues to receive overriding
commissions from the Company of 5%, on business written for PTLIC by any IMC
general agents who were appointed prior to 1979 and any of their sub-agents
hired prior and subsequent to January 1979 and one agent appointed in 1981. For
the years ended December 31, 1993, 1994 and 1995 these overriding commissions
totalled approximately $495,000, $520,000 and $517,000, respectively. The
premium revenues on which such overrides are paid, are based on commissions
which are higher than those currently paid to independent agents.
<PAGE>
The terms on which commissions have been paid to IMC are consistent
with (i) the terms on which commissions have been paid by the Company to
comparable unaffiliated agencies in the past and currently to one unaffiliated
agency performing similar services and (ii) the terms on which commissions are
paid in the industry in general, and were no less favorable than would have been
obtained from unrelated third parties. To the extent that the Company engages in
future transactions with any of its affiliates, all such transactions will
likewise be on terms no less favorable than could be obtained from unaffiliated
parties and will be approved by a majority of the Company's disinterested
directors.
C. Mitchell Goldman, a Director of the Company, performed certain legal
services for the Company during 1995 for which he was paid legal fees of
approximately $25,000.
EXECUTIVE COMPENSATION
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Board of Directors consists of
Messrs. Goldman and Stangherlin, who are non-employee directors. Mr. Stangherlin
also serves as the Secretary of the Company, PTLIC, the Agency and Network
America. Mr. Goldman performed certain legal services for the Company during
1995. See Certain Relationships and Related Transactions.
Compensation Committee Report on Executive Compensation
The Company's Executive Compensation Program is administered by the
Compensation Committee (the "Committee"), a Committee of the Board of Directors
consisting of independent non-employee directors. The primary functions of the
Committee are to review and evaluate the performance and leadership of the Chief
Executive Officer and all other executive officers and to recommend compensation
amounts to the Board of Directors. In 1995, the Board of Directors accepted and
adopted all of the Committee's recommendations concerning executive compensation
amounts.
<PAGE>
Objectives and Policies
The Committee seeks to:
o provide compensation which is closely linked to Company and
individual performance;
o align the interests of the Company's executives with those of its
shareholders through award opportunities that can result in
ownership of common stock;
o ensure that compensation is sufficiently competitive to attract and
retain high quality executive talent.
Consistent with these objectives, the Committee employs a system of
quantitative measures and qualitative assessments in evaluating and measuring
executive officer performance. Quantitative measures include earnings
performance, return on assets and growth of revenues. Qualitative assessments
include the quality and measured progress of the operations of the Company and
the success of strategic actions taken.
In addition to Company-wide measures of performance, the Committee
considers performance factors particular to each executive officer, such as the
performance of the departments for which said officer had management
responsibility, individual managerial accomplishments and contribution to the
achievement of corporate goals.
CEO Compensation
In accordance with the Committee's general practice and the Company's
compensation policies, Mr. Levit's compensation for the 1995 fiscal year was
based principally upon the Company's performance and Mr. Levit's ongoing
contribution to that performance. The increases in Mr. Levit's salary and the
amount of the bonus were determined in the Committee's sole discretion after its
consideration of competitive data, the Board's assessment of Mr. Levit's
performance and recognition of the Company's performance during 1995.
C. Mitchell Goldman
Domenic Stangherlin
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the annual and
long-term compensation for services in all capacities to the Company for the
fiscal years ended December 31, 1993, 1994 and 1995 of those persons who during
1995 (i) served as the Company's chief executive officer or (ii) were executive
officers (other than the chief executive officer) whose total annual salary and
bonus exceeded $100,000:
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
------------------------------------------ ------------ All Other
Name and Salary Bonus Other Annual Options Compensation
Principal Position Year ($) ($) Compensation($)(1) (#) ($)(2)
- - ------------------ ---- --- --- ------------------ --- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Irving Levit(3) 1993 206,185 25,000 800 0 6,936 (3)
Chairman of the 1994 217,723 25,000 800 0 4,500 (3)
Board, President 1995 232,909 35,000 1,400 48,000 4,500 (3)
& Chief Executive
Officer
A. J. Carden 1993 106,113 13,000 800 0 3,574
Executive Vice- 1994 112,070 13,000 800 0 3,752
President 1995 117,754 15,000 1,400 18,000 3,983
</TABLE>
- - --------------
(1) Represents Directors' fees of $200 for each regular board meeting
attended.
(2) Represents Company contributions to the Company's Pension Plan on
behalf of each of the named individuals.
(3) Excludes cash overriding commissions and direct commissions totalling
approximately $512,000, $535,000 and $531,000 paid to IMC by the
Company in 1993, 1994 and 1995, respectively, in connection with
policies written for the Company. See "Certain Relationships and
Related Transactions" above.
Pension Plan
The Company's Pension Plan ("Pension Plan") covers all employees who
are at least 21 years of age who satisfy certain minimum hours of service
requirement. The Company contributes 3% of each eligible employee's annual
covered payroll into the Pension Plan ("Basic Contribution"). Employees also may
make voluntary after-tax contributions ("Employee Contributions"). All
contributions are subject to limitations imposed by the Internal Revenue Code of
1986, as amended (the "Code") on retirement plans generally. Basic Contributions
become 20% vested after two years of service and are vested ratably over seven
years, at which point all contributions become vested. Basic Contributions are
also fully vested at age 65 and upon disability. Employee Contributions are
fully vested at all times. No distributions or withdrawals of Basic
Contributions are permitted prior to retirement or termination of employment.
Estimated annual benefits payable upon normal retirement as of April 15, 1996,
for each individual named in the cash compensation table are as follows: Mr.
Levit $3,310; Mr. Carden $7,487; and all Executive Officers as a group $37,940.
<PAGE>
Incentive Stock Option Plan
The shareholders of the Company adopted an Incentive Stock Option Plan
(the "Plan") in March 1987. The Plan, as amended by shareholder action on May
25, 1990 and May 28, 1993 provides for the granting of options to purchase up to
600,000 shares of Common Stock. Stock options have been granted and are
outstanding to date with respect to 379,916 shares. Prices of these options
range from $3.50 to $13.61 per share. No stock options were granted under the
Plan in 1994. In 1995, 102,000 stock options were granted under the Plan at an
exercise price of $12.38 per share and 48,000 stock options were granted at an
exercise price of $13.61 per share. In addition, as of April 10, 1996, stock
options granted with respect to 25,186 shares have been canceled and 62,575
shares have been exercised. Options granted under the Plan are intended to
qualify as "incentive stock options" within the meaning of Section 422 of the
Code. A committee of the Board of Directors has the authority to administer the
Plan and to grant options to key employees (including officers, whether or not
they are Directors) of the Company. The exercise price of all options granted
under the Plan may not be less than the fair market value of the shares on the
date of grant (110% of fair market value in the case of grant to any person who
holds more than 10% of the combined voting power of all classes of outstanding
stock.) The maximum allowable term of each option is ten years (five years in
the case of holders of more than 10% of the combined voting power of all classes
of outstanding stock), and the options become exercisable in four equal annual
installments commencing one year from the option grant date.
Option Grants in Last Fiscal Year
The following table sets forth information concerning grants of stock
options during the fiscal year ended December 31, 1995 to each of the Company's
executive officers named in the Summary Compensation Table.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term (1)
---------------------------------- -----------------------
% of Total
Options
Granted
Options to Employee Exercise or Expiration 5% 10%
Name Granted(#) in Fiscal Year Base Price($) Date ($) ($)
- - ---- ---------- -------------- ------------- ----------- --- ---
<S> <C> <C> <C> <C> <C> <C>
Irving Levit 48,000 32.0% 13.61 7/14/2005 410,844 1,041,160
A. J. Carden 18,000 12.0% 12.38 7/14/2005 140,143 355,150
</TABLE>
- - ------------------
1. The dollar amounts set forth under these columns are the result of
calculations made at assumed 5% and 10% appreciation rates as required by
the Securities and Exchange Commission regulations and are not intended to
indicate future price appreciation, if any, of the Company's common stock.
<PAGE>
Aggregate Option Exercises and Year-End Option Values
The following table sets forth the number of shares acquired on
exercise of stock options and the aggregate gains realized on exercise in 1995
by the Company's executive officers named in the Summary Compensation Table. The
table also sets forth the number of shares covered by exercisable and
unexercisable options held by such executives on December 31, 1995 and the
aggregate gains that would have been realized had these options been exercised
on December 31, 1995, even though these options were not exercised, and the
unexercisable options could not have been exercised on December 31, 1995.
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options at In-the-Money Options
Dec. 31, 1995(#) at Dec. 31, 1995($)(1)
--------------------- ----------------------
Shares Acquired Value Realized Exercisable/ Exercisable/
Name on Exercise(#) ($) Unexercisable Unexercisable
---- --------------- -------------- --------------------- ----------------------
<S> <C> <C> <C> <C>
Irving Levit 0 0 67,874/59,211 406,012/213,733
A.J. Carden 0 0 34,857/25,291 176,682/66,107
</TABLE>
- - ----------
(1) Market value of shares covered by in-the-money options on December 31,1994,
less option exercise price. Options are in-the-money if the market value of
the shares covered thereby is greater than the option exercise price. The
closing price of the Company's common Stock at fiscal year end was $16.50.
AGENT STOCK OPTION PLAN
In October 1994, the Board of Directors of the Company authorized a
stock option plan for its agents (the "Agent Plan"). The Agent Plan, adopted by
the Board of Directors in May 1995, provides for the grant of Common Stock
options covering up to 300,000 shares and is designed to reward the Company's
agents by providing for the grant of options to purchase Common Stock to agents
upon attaining certain sales objectives determined by the Board of Directors.
The exercise price of all options granted under the plan may not be less than
the fair market value of the shares on the date of grant. The maximum allowable
term of each option is ten years, and the options become exercisable in four
equal annual installments commencing one year from the option grant date. On
August 18, 1995, 16,100 options were granted under the Agent Plan at an exercise
price of $12.63 per share.
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of April 20, 1996, information with
respect to the beneficial ownership of the Common Stock of the Company by (i)
each person known to the Company to own 5% or more of the outstanding shares of
Common Stock, (ii) each of the Company's Directors, and (iii) all Directors and
Executive Officers as a group:
<TABLE>
<CAPTION>
Percent
Name (1) Shares Owned of Ownership (2)
- - -------- ------------ ----------------
<S> <C> <C>
Irving Levit (3) 1,969,273 28.17%
Dimensional Fund Advisors, Inc.(4) 350,700 5.02%
Domenic P. Stangherlin 41,887 *
Emile G. Ilchuk 12,500 *
A. J. Carden (5) 42,148 *
Jack D. Baum (6) 37,930 *
Michael F. Grill (7) 33,210 *
C. Mitchell Goldman, Esquire (8) 1,700 *
Glen A. Levit 15,226 *
Stuart H. Shapiro, M.D. 5,625 *
All Directors and Executive
Officers as a group 2,159,499 30.89%
(9 persons) (9)
</TABLE>
- - ----------------------------
* Less than 1%
(1) Unless otherwise noted, the address of each person named above is in care
of the Company.
(2) Based on 6,990,084 shares outstanding, except that shares underlying
options exercisable within 60 days are deemed to be outstanding for
purposes of calculating the percentage owned by the holder of such options.
(3) Mr. Levit is the President, Chief Executive Officer and Chairman of the
Board of the Company. Includes 49,650 shares held by a private foundation
of which Mr. Levit is an officer and director, 40,007 shares held by Mr.
Levit as trustee of a retirement account, 168,152 shares held by Mr. Levit
as co- trustee of an irrevocable trust for Mr. Levit's five children and
exercisable options to purchase 74,732 shares of Common Stock. Excludes
43,665 shares held by four of his adult children and options to purchase
52,353 shares.
(4) According to the Schedule 13G filed with the Commission by Dimensional Fund
Advisors, Inc. for the year ended December 31, 1995, the address for
Dimensional Fund Advisors, Inc. is 1299 Ocean Avenue, 11th Floor, Santa
Monica, CA 90401. Additionally, Dimensional Fund Advisors, Inc. reported
sole voting power with respect to 269,700 shares and sole investment power
with respect to 350,700 shares of Common Stock.
(5) Consists of exercisable options, and excludes options to purchase 18,000
shares of Common Stock.
(6) Consists of exercisable options, and excludes options to purchase 10,000
shares of Common Stock.
<PAGE>
(7) Consists of exercisable options, and excludes options to purchase 15,000
shares of Common Stock.
(8) Includes 375 shares held by Mr. Goldman's wife and 450 shares beneficially
owned by Mr. Goldman's minor children.
(9) Includes exercisable options held by members of the group to purchase
188,020 shares and excludes options held by members of the group to
purchase 104,353 shares of Common Stock.
Performance Graph
The following graph compares the five-year cumulative total return for
the Company's common stock with the comparable cumulative return of two indices.
The NASDAQ Stock Market Index provides some indication of the performance of the
overall stock market, and the NASDAQ Insurance Stock Index reflects the
performance of insurance company stock generally.
PENN TREATY AMERICAN CORPORATION
Performance Graph (1)
[GRAPHIC -- GRAPH PLOTTED TO POINTS IN CHART BELOW]
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
PTAC STOCK $100.00 $151.54 $114.28 $122.36 $156.51 $244.08
NASDAQ STOCK MARKET $100.00 $160.56 $186.87 $214.51 $209.69 $296.30
NASDAQ INS STOCK $100.00 $140.97 $190.79 $204.06 $192.04 $272.85
</TABLE>
(1) Assumes a $100 investment on December 31, 1989 in Penn Treaty American
Corporation common stock, and in each of the indices. The total return
assumes reinvestment of all dividends.
<PAGE>
PROPOSAL II -- APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company, upon recommendation of the Audit
Committee, has selected the firm of Coopers & Lybrand L.L.P. as the independent
public accountants of the Company and its subsidiaries for the year ending
December 31, 1996. Coopers & Lybrand L.L.P. has acted in this capacity since
1986. A representative of Coopers & Lybrand L.L.P. is expected to be present at
the Meeting for the purpose of making a statement if he so desires and to
respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION AND APPROVAL
OF THE APPOINTMENT OF COOPERS & LYBRAND L.L.P. AS THE INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE COMPANY AND ITS SUBSIDIARIES FOR THE YEAR ENDING DECEMBER
31, 1996.
SHAREHOLDER PROPOSALS
For the 1997 Annual Meeting of Shareholders, shareholder proposals must
be received by the Secretary of the Company no later than January 5, 1997.
OTHER MATTERS
At the date of this Proxy Statement, the only business which the Board
of Directors intends to present or knows that others will present at the Meeting
is that which is presented above. If any other matter or matters are properly
brought before the Meeting, or any adjournments or postponements thereof, it is
the intention of the persons named in the accompanying Proxy Card to vote
Proxies on such matters in accordance with their judgment.
By order of the Board of Directors,
Domenic P. Stangherlin
Secretary
Allentown, Pennsylvania
May 2, 1996
<PAGE>
REVOCABLE PROXY
PENN TREATY AMERICAN CORPORATION
[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
ANNUAL MEETING OF SHAREHOLDERS
MAY 24, 1996
This Proxy is Solicited on Behalf of the Board of Directors
Irving Levit, A.J. Carden and Jack D. Baum, each with the power of
substitution and with all the powers and discretion the undersigned would have
if personally present, are hereby appointed the Proxy Agents to represent the
undersigned at the Annual Meeting of Shareholders of Penn Treaty American
Corporation (the "Company') to be held at 10:30 A.M., prevailing local time on
May 24, 1996 (the "Meeting"), including any adjournment(s) or postponement(s)
thereof, and to vote all shares of stock of the Company which the undersigned is
entitled to vote on all matters that properly come before the Meeting, subject
to any directions indicated in the boxes below.
1. ELECTION OF DIRECTORS
Michael F. Grill
C. Mitchell Goldman, Esquire
John W. Mahoney
[ ] FOR [ ] WITHHOLD [ ] FOR ALL EXCEPT
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
- - --------------------------------------------------------------------------------
2. PROPOSAL TO APPROVE THE APPOINTMENT OF COOPERS & LYBRAND L.L.P. as the
independent public accountants for the Company and its subsidiaries for the
year ending December 31, 1996.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Meeting or any postponement(s) or
adjournment(s) thereof.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DIRECTED. IF NO OTHER
DIRECTIONS TO THE CONTRARY RE INDICATED IN THE BOXES PROVIDED, THE PROXY AGENTS
INTEND TO VOTE (I) FOR THE ELECTION OF THE THREE NOMINEES LISTED ABOVE, (II) FOR
THE RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT PUBLIC ACCOUNTANTS, AND
(III) IN THE DISCRETION OF THE PROXY AGENTS ON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENTS OR ADJOURNMENTS THEREOF.
<PAGE>
Detach above card, sign, date and mail in postage paid envelope provided.
PENN TREATY AMERICAN CORPORATION
The Proxy Agents present and acting at the Meeting, in person or by their
substitutes (or if only one is present and acting, then that one), may exercise
all the powers conferred hereby. Discretionary authority is hereby conferred as
to certain matters described in the Proxy Statement. This Proxy, if properly
executed and delivered, will revoke all prior Proxies.
Receipt of the Notice of the Annual Meeting of Shareholders and the Proxy
Statement dated May 2, 1996 are hereby acknowledged.
Please sign your name exactly as it appears on your certificate(s)
indicating any official position or representative capacity. If shares are
registered in more than one name, all owners should sign.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
