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Prospectus Supplement No. 3 Registration No. 333-22125
to Prospectus dated April 11, 1997 Rule 424(b)(3) Prospectus
Penn Treaty American Corporation
$74,750,000 6 1/4% Convertible Subordinated Notes Due 2003
2,628,340 shares of Common Stock
This Prospectus Supplement supplements information contained in that
certain Prospectus of the Company dated April 11, 1997, as supplemented by
Prospectus Supplement No. 1 dated May 6, 1997 and Prospectus Supplement No. 2
dated June 11, 1997 (collectively, the "Prospectus") relating to the
potential sale from time to time of up to $74,750,000 aggregate principal
amount of Notes and the Common Stock issuable upon conversion thereof by the
Selling Securityholders. This Prospectus Supplement is not complete without,
and may not be delivered or utilized except in connection with, the
Prospectus, including any amendments or supplements thereto. Capitalized
terms used herein but not defined have the meanings assigned to such terms in
the Prospectus.
The following table supplements the information set forth in the
Prospectus under the caption "Selling Securityholders" with respect to the
Selling Securityholders and the respective principal amounts of Notes
beneficially owned by such Selling Securityholders and that may be sold
pursuant to the Prospectus, as amended or supplemented:
Principal
Amount
of Notes Number of
Beneficially Conversion
Owned and Percent of Shares
That May Outstanding That May
Name(1) Be Sold Notes Be Sold(2)
-------- ------------ ------------ ----------
Bear Stearns & Co., Inc. (7)......... $3,790,000 5.07% 13,326
The SMM Company B.V. ................ 2,950,000 3.95% 103,727
- ----------
* Less than 1%
(1) The information set forth herein is as of July 10, 1997 and will be
updated as required. Certain of the holders share investment power with
their respective investment advisors.
(2) Assumes conversion of the full amount of Notes held by such holder at the
initial rate of $28.44 in principal amount of Notes per share of Common
Stock.
(7) The amount listed includes an additional $2,000,000 principal amount of
Notes beneficially owned by Bear Stearns. Bear Stearns, as principal,
purchased an aggregate of $1,000,000 of the Notes on June 17, 1997 and an
aggregate of $1,000,000 of the Notes on July 2, 1997. Bear Stearns has
sold or will resell such Notes in the manner described under "Plan of
Distribution." Any compensation in the form of discounts, fees or
commissions and any profits on the sales of such Notes may be deemed
underwriting discounts or commissions.
The date of this Prospectus Supplement is July 21, 1997
