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Prospectus Supplement No. 5 Rule 424(b)(3) Prospectus
to Prospectus dated April 11, 1997 Registration Number 333-22125
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, Prospectus Supplement No. 2 dated
June 11, 1997, Prospectus Supplement No. 3 dated July 21, 1997 and Prospectus
Supplement No. 4 dated August 15, 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, 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.(9) $4,665,000 6.24% 164,029
- ------------------
* Less than 1%
(1) The information set forth herein is as of November 6, 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.
(9) The amount listed includes an additional $875,000 principal amount of Notes
beneficially owned by Bear Stearns. Bear Stearns, as principal, purchased
an aggregate of $875,000 principal amount of Notes between July 11, 1997
and November 6, 1997. Bear Stearns has sold or will resell the Notes it
beneficially owns 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 November 10, 1997
