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Rule 424(b)(3) Prospectus
Registration No. 333-22125
Prospectus Supplement No. 2
to Prospectus dated April 11, 1997
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 (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)
- ----------------------------- ----------- ----------- ----------
Baird, Patrick & Co., Inc. ..... $ 500,000 * 17,580
Credit Suisse First Boston.... 50,000 * 1,758
- ------------------
* Less than 1%
(1) The information set forth herein is as of June 4, 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.
The date of this Prospectus Supplement is June 11, 1997
