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Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 7, 1996
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PENN TREATY AMERICAN CORPORATION
(Exact name of Registrant as specified in its charter)
PENNSYLVANIA 0-15972 23-1664166
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
3440 LEHIGH STREET, ALLENTOWN PENNSYLVANIA 18103
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (610) 965-2222
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Item 5. OTHER INFORMATION.
On November 7, 1996, the Registrant announced that it planned to offer
$60,000,000 aggregate principal amount (plus up to an additional $9,000,000
aggregate principal amount solely to cover over-allotments) of its Convertible
Subordinated Notes due 2003 through initial purchasers (i) in the United States
only to qualified institutional buyers in reliance on Rule 144A under the
Securities Act of 1933, as amended (the "Act") and to institutional "accredited
investors" as defined in the Act and (ii) outside the United States in reliance
on Regulation S under the Act.
On November 21, 1996, the Registrant announced that it entered into a
purchase agreement providing for the sale of $65,000,000 aggregate principal
amount of 6-1/4% Convertible Subordinated Notes due December 1, 2003 (the
"Notes") and that the Registrant granted to the initial purchasers an option to
purchase up to an additional $9,750,000 principal amount of the Notes solely to
cover over-allotments. The Registrant also announced that the Notes were being
offered through initial purchasers (i) in the United States only to qualified
institutional buyers in reliance on Rule 144A under the Act and to a limited
number of institutional "accredited investors" as defined in the Act and (ii)
outside the United States in reliance on Regulation S under the Act.
On November 26, 1996, the Registrant sold $74,750,000 ($65,000,000
plus $9,750,000 pursuant to the exercise of the over-allotment option granted to
the initial purchasers) aggregate principal amount of the Notes to the initial
purchasers.
The entire text of the Registrant's press releases is incorporated by
reference herein and copies of the press releases have been filed as exhibits to
this report.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
99.1 Press Release dated November 7, 1996
99.2 Press Release dated November 21, 1996
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PENN TREATY AMERICAN CORPORATION
Date: December 13, 1996 By: /s/ A. J. Carden
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A. J. Carden
Executive Vice President
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EXHIBIT INDEX
Sequentially
Numbered
Exhibit No. Description Page
- ----------- ----------- ------------
99.1 Press Release dated
November 7, 1996
99.2 Press Release dated
November 21, 1996
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EXHIBIT 99.1
PTAC ANNOUNCES $60,000,000 CONVERTIBLE NOTE ISSUE
ALLENTOWN, PA. . . November 7, 1996. . .Penn Treaty American Corporation
(Nasdaq: PTAC) today announced that it plans to offer $60,000,000 aggregate
principal amount of Convertible Subordinated Notes due 2003 (the "Notes"). The
Company will grant to the initial purchasers the option to purchase up to an
additional $9,000,000 principal amount of the Notes solely to cover
over-allotments. The Notes will be convertible into shares of Common Stock of
the Company at a fixed conversion price per share to be determined, subject to
adjustment in certain circumstances. The Notes will be redeemable by the
Company at declining redemption prices commencing in November 1999. The purpose
of the proposed offering is to provide funds to support future growth. The
Company intends to register the Notes and the underlying Common Stock within 90
days of the first issuance of the Notes.
The Notes will be offered through initial purchasers in the United States
only to qualified institutional buyers in reliance on Rule 144A under the
Securities Act of 1933, as amended (the "Act") and to a limited number of
institutional "accredited investors" as defined in the Act. The remainder of
the Notes will be offered by the initial purchasers outside the United States in
reliance on Regulation S under the Act.
The Notes issued and sold in reliance on Rule 144A are expected to be
eligible for trading on the PORTAL Market of the National Association of
Securities Dealers, Inc.
THE NOTES AND THE UNDERLYING COMMON STOCK OFFERED HAVE NOT BEEN REGISTERED
UNDER THE ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT
REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS.
Penn Treaty American Corporation is one of the leading providers of
long-term nursing home and home health care insurance. The Company markets its
products primarily to persons age 65 and over through independent agents.
CONTACT: Penn Treaty American Corporation
Cameron B. Waite, Chief Financial Officer
(800) 222-3469
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EXHIBIT 99.2
PENN TREATY ANNOUNCES OFFERING OF
CONVERTIBLE SUBORDINATED NOTES
ALLENTOWN, PA. . . November 21, 1996. . .Penn Treaty American Corporation
(Nasdaq: PTAC) today announced that it has entered into a purchase agreement
providing for the sale of $65,000,000 aggregate principal amount of 6-1/4%
Convertible Subordinated Notes due December 1, 2003 (the "Notes"). The Company
has granted to the initial purchasers an option to purchase up to an additional
$9,750,000 principal amount of the Notes solely to cover over-allotments. The
Notes will be convertible into shares of Common Stock of the Company at a fixed
conversion price per share equal to $28.44, subject to adjustment in certain
circumstances. The Notes will be redeemable by the Company at declining
redemption prices commencing in December 1999. The purpose of the offering is
to provide funds to support future growth. The Company intends to issue the
Notes on November 26, 1996 and to register the Notes and the underlying Common
Stock within 90 days of the first issuance of the Notes.
The Notes are being offered through initial purchasers in the United States
only to qualified institutional buyers in reliance on Rule 144A under the
Securities Act of 1933, as amended (the "Act") and to a limited number of
institutional "accredited investors" as defined in the Act. The remainder of
the Notes are being offered by the initial purchasers outside the United States
in reliance on Regulation S under the Act.
The Notes issued and sold in reliance on Rule 144A are expected to be
eligible for trading on the PORTAL Market of the National Association of
Securities Dealers, Inc.
THE NOTES AND THE UNDERLYING COMMON STOCK OFFERED HAVE NOT BEEN REGISTERED
UNDER THE ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT
REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS.
Penn Treaty American Corporation is one of the leading providers of
long-term nursing home and home health care insurance. The Company markets its
products primarily to persons age 65 and over through independent agents.
CONTACT: Penn Treaty American Corporation
Cameron B. Waite, Chief Financial Officer
(800) 222-3469
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Ballard Spahr Andrews & Ingersoll Letterhead Appears Here
December 13, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Penn Treaty American Corporation
File No. 0-15972
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Dear Sir or Madam:
Transmitted herewith for filing is the Current Report on Form 8-K of
Penn Treaty American Corporation dated December 13, 1996.
Sincerely,
/s/ Susan Sudick Colton
Susan Sudick Colton
