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Securities and Exchange Commission
Washington, D.C. 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
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PENN TREATY AMERICAN CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Pennsylvania 0-15972 23-1664166
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(State or Other Juris- (Commission File (IRS Employer
diction of Incorporation) Number) Identification
No.)
3440 Lehigh Street
Allentown, Pennsylvania 05402
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(Address of Principal (Zip Code)
Executive Offices)
(609) 965-2222
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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)
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ITEM 5. OTHER EVENTS
On March 15, 1996, the Registrant entered into an Agreement and Plan of
Merger (the "Merger Agreement") providing for the merger (the "Merger") of a
wholly owned subsidiary of the Registrant ("Acquisition Sub"), with and into
Health Insurance of Vermont, Inc., a Vermont corporation ("HIVT"). On May 10,
1996, the Registrant and HIVT entered into Amendment No. 1 to the Merger
Agreement. Pursuant to the Merger Agreement, as amended, HIVT will become a
wholly owned subsidiary of the Registrant and each outstanding share of HIVT
common stock will be converted into $4.00 of cash and $16.00 of the Registrant's
common stock. The companies have certain rights to terminate the Merger
Agreement or renegotiate the terms of the Merger under certain circumstances if
the price per share of the Registrant's common stock is above $20 or below $15,
as determined pursuant to the Merger Agreement. The shares of the Registrant'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 7. 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
25, 1996).
2.2 Amendment No. 1 to Agreement and Plan of Merger between Penn Treaty
American Corporation and Health Insurance of Vermont, Inc.
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
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.
PENN TREATY AMERICAN CORPORATION
(Registrant)
/s/ A.J. Carden
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Date: May 10, 1996 By: A.J. Carden
Title: Executive Vice President
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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
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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
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Title: President
"Parent"
PENN TREATY AMERICAN CORPORATION
By: /s/ A. J. Carden
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Title: Executive Vice President
