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November 18, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Carol McGee, Esquire
Re: PENN TREATY AMERICAN CORPORATION
REGISTRATION STATEMENT ON FORM S-3
FILE NO. 333-72649
Ladies and Gentlemen:
On behalf of Penn Treaty American Corporation, I enclose a pre-effective
amendment to the Registration Statement on Form S-3 (File No. 333-72649). The
enclosed pre-effective amendment has been revised in response to the Staff's
comments contained in the letter dated March 19, 1999 from Jeffrey Riedler to
Irving Levit.
After the Staff has reviewed this letter and the enclosed materials, please
contact the undersigned to advise us whether the Staff's comments have been
adequately addressed and whether it is appropriate to file an acceleration
request with respect to the above-captioned Registration Statement.
Sincerely,
/s/ Justin P. Klein
- -------------------
Justin P. Klein
Enc.
cc: Mr. Irving Levit
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As filed with the Securities and Exchange Commission on November 18,1999
Registration Statement No. 333-72649
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-3/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
PENN TREATY AMERICAN CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 6312 23-1664166
(State or other jurisdiction (Primary Standard (IRS Employer
of incorporation Industrial Identification Identification
or organization) Classification Code) Number)
3440 Lehigh Street
Allentown, Pennsylvania 18103
(610) 965-2222
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Irving Levit, President
Penn Treaty American Corporation
3440 Lehigh Street
Allentown, Pennsylvania 18103
(610) 965-2222
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------------
Copies to:
Justin P. Klein, Esquire
Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street, 51st Floor
Philadelphia, Pennsylvania 19103
(215) 665-8500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
<PAGE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
The information in this Prospectus is not complete and may be changes. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This Prospectus is not an offer
to sell these securities and it is not solociting an offer to buy these
securities in any state where the offer or sale is not permitted.
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Subject to Completion
November 18,1999
298,900 Shares
PENN TREATY AMERICAN CORPORATION
Common Stock
Insurance agents under contract with Penn Treaty American Corporation, but
who are not full-time employees, are eligible to receive options to purchase
shares of Penn Treaty's common stock under the 1995 Participating Agent Stock
Option Plan.
The purchase price for these shares of common stock will be determined at
the time the option is granted, but will not be less than 100% of the fair
market value of the common stock at that time.
Penn Treaty has listed these shares of common stock on the New York Stock
Exchange under the symbol "PTA".
YOU SHOULD ALSO CAREFULLY CONSIDER THE RISK FACTORS RELATING TO THESE
SHARES OF COMMON STOCK THAT WE DESCRIBE STARTING ON PAGE 1 OF THIS PROSPECTUS.
----------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SHARES NOR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is November 18, 1999
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TABLE OF CONTENTS
PAGE
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RISK FACTORS 4
WHERE YOU CAN FIND MORE INFORMATION 6
PENN TREATY AMERICAN CORPORATION 7
1995 PARTICIPATING AGENT STOCK OPTION PLAN 8
USE OF PROCEEDS 11
PLAN OF DISTRIBUTION 11
EXPERTS 11
LEGAL OPINION 11
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RISK FACTORS
You should carefully consider the following factors and other information
in this prospectus before deciding to invest in Penn Treaty's common stock.
Reserves may not be adequate to cover actual losses and expenses
Penn Treaty's reserves for losses and expenses are estimates for actual,
future reported and unreported claims and their expenses. The amount of these
reserves is based on facts and circumstances known at the time the reserves are
established. Reserves are based on historical claims information, industry
statistics and other factors. Penn Treaty would be severely affected if its
reserves could not cover its actual losses and expenses.
Loss ratios may be too high or too low for new products
New insurance products involve a greater risk because Penn Treaty cannot
estimate policy claims as well for new products. If as a result of actual
claims, Penn Treaty does not meet state mandated loss ratios for a new product,
state insurance regulators may require Penn Treaty to reduce or refund the
premiums on these new products. Because of Penn Treaty's relatively limited
claims experience with newer product areas and the introduction of existing
products in new markets, Penn Treaty may also incur higher than expected loss
ratios and may be required to further adjust its reserve levels for these new
products. Failure to anticipate the need for or to secure regulatory approval of
these reserve increases could have an adverse effect on Penn Treaty.
Projections used to spread policy costs over term of policy may be inaccurate
In its sale of insurance policies, Penn Treaty spreads the policy
acquisition costs over the life of the policy. These costs include all expenses
directly related to the acquisition of the policy, including commission,
underwriting and other expenses. Actuarial assumptions are used to determine the
time period over which to spread these policy costs. If these actuarial
assumptions are inaccurate, the result could adversely affect Penn Treaty's
results of operations in future periods. In addition, these acquisition costs
cannot be spread over time if the policy is terminated early.
State minimum loss ratios are subject to change
Penn Treaty is licensed in a number of states. These states may change the
minimum mandated statutory loss ratios required for insurance companies, like to
Penn Treaty, to maintain. These state regulations also mandate the manner in
which these ratios are computed and the manner in which compliance with these
ratios is measured and enforced. Penn Treaty is unable to predict the impact of:
o any changes in the mandatory statutory loss ratios for individual or
group long-term care policies;
o any changes in the minimum loss ratios for individual or group
long-term care or Medicare supplement policies; or
o any change in the manner in which these minimums are computed or
enforced in the future.
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If policies offered by Penn Treaty are not in compliance with state minimum
statutory loss ratios, Penn Treaty may be required to reduce or refund premiums,
which could have an adverse effect on Penn Treaty.
Government regulation of the insurance industry is subject to change
Penn Treaty is subject to stringent state governmental requirements
including:
o licensure;
o benefit structure;
o payment of dividends;
o settlement of claims;
o capital levels;
o premium increases; and
o transfer of control of insurers.
Changes in these laws and regulations could adversely affect the operations
of Penn Treaty and may include:
o rate rollback legislation;
o legislation to control premiums; and
o policy terminations and other policy terms, including premium levels.
In addition, from time to time there are significant federal and state
legislative developments in long-term care and Medicare coverage which may have
an effect on Penn Treaty. Among the proposals currently pending in the U.S.
Congress are the implementation of minimum consumer protection standards for
inclusion in all long-term care policies, including:
o guaranteed renewability of policies;
o protection against inflation;
o limitations on waiting periods for pre-existing conditions;
o prohibiting "high pressure" sales tactics for long-term care
insurance;
o guaranteed consumer access to information about insurers, including
lapse and replacement rates for policies and the percentage of claims
denied; and
o permitting premiums paid for long-term care insurance to be treated as
deductible medical expenses, with the amount of the deduction
increasing with the age of the taxpayer.
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Insurance industry is highly competitive
Penn Treaty sells its products in highly competitive markets.
Penn Treaty competes with large national and smaller regional insurers, as
well as specialty insurers. Many insurers are larger, have greater resources,
larger networks of agents and higher ratings than Penn Treaty. In addition,
competition may take several other forms, including breadth and flexibility of
coverage, pricing and the quality and level of services provided. Additional
competition may result from changes in Medicare benefits, as well as from the
introduction of products similar to those offered by Penn Treaty by additional
private insurance carriers. In addition, Penn Treaty competes with other
insurance companies for producing agents to market and sell its products.
Over the past three fiscal years, more than half of Penn Treaty's premiums
are from sales of policies in Florida and Pennsylvania. Competitive changes in
such markets could have an adverse effect on Penn Treaty.
Success depends on the ability to recruit and retain insurance agents
Penn Treaty continuously recruits and trains independent agents to market
and sell its products. Penn Treaty may not be able to continue to attract and
retain independent agents to sell Penn Treaty's products.
Penn Treaty also engages marketing general agents from time to time to
recruit independent agents and develop networks of agents in various states. The
loss of the services provided by the marketing agent could have a material
adverse effect on Penn Treaty.
Reliance on third party reinsurers and acting as a reinsurer presents possible
liability
Penn Treaty gets reinsurance from unaffiliated reinsurers on some of its
policies to:
o increase the number and size of the policies it may underwrite; and
o reduce the risk to which Penn Treaty is exposed.
If a third party insurer becomes insolvent or otherwise fails to honor its
obligations to Penn Treaty under any of its reinsurance agreements, Penn Treaty
remains fully liable to the policyholder.
Penn Treaty also acts as reinsurer on some in-force policies which have
been acquired from unrelated insurance companies. Penn Treaty's liability on
this reinsurance may exceed anticipated levels.
Sale of insurance products is dependent on senior citizen market
Penn Treaty's insurance products are designed primarily for sale to persons
age 65 and over. Many of these persons live on fixed incomes and, as a result,
are highly sensitive to inflation and interest rate fluctuations which affect
their buying power. In periods of low interest rates, renewal premiums on Penn
Treaty's products have decreased. Adverse economic conditions and lower interest
rates may have a material impact on the ability of senior citizens to afford
Penn Treaty's products which, in turn, could have an adverse impact on Penn
Treaty.
6
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WHERE YOU CAN FIND MORE INFORMATION
Penn Treaty has filed with the SEC a registration statement under the
Securities Act for the shares of common stock to be issued under the Plan. This
prospectus, which is part of the registration statement, omits information in
the registration statement and its exhibits and schedules. Penn Treaty files
annual, quarterly and special reports, proxy statements and other information
with the SEC which may be read and copied at the SEC's public reference rooms
located at 450 Fifth Street, N.W., Washington, D.C. 20549, 75 Park Place, New
York, New York 10007 and 219 South Dearborn Street, Chicago, Illinois 60604.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Copies of Penn Treaty's filings with the SEC are also available
to the public over the Internet at the SEC's web site at http://www.sec.gov. The
common stock is listed on the NYSE and, as a result, Penn Treaty also files
reports, proxy statements and other information with the NYSE.
The SEC allows Penn Treaty to "incorporate by reference" the information
that Penn Treaty files, which means that Penn Treaty can disclose important
information by referring to those documents. The information incorporated by
reference is an important part of this prospectus, and information that Penn
Treaty files later with the SEC will automatically supersede this information.
Penn Treaty incorporates by reference the documents filed with the SEC (File No.
0-15972) listed below and any future filings made with the SEC under Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, until this offering is
terminated:
o Penn Treaty's Annual Report on Form 10-K for the year ended December
31, 1998;
o Penn Treaty's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999, June 30, 1999 and September 30, 1999;
o Penn Treaty's Current Report on Form 8-K filed January 15, 1999; and
o the description of the common stock contained in Penn Treaty's
registration statement on Form 8-A for the common stock, including any
amendments or reports filed for the purpose of updating this
description.
Penn Treaty will provide at no cost to each person who receives a copy of
this prospectus, upon written or oral request, a copy of any and all of the
documents (without exhibits) incorporated by reference in this prospectus.
Requests for copies should be directed to Penn Treaty American Corporation, 3440
Lehigh Street, Allentown, Pennsylvania 18103, Attention: Cameron B. Waite, Chief
Financial Officer (telephone number (610) 965-2222).
PENN TREATY AMERICAN CORPORATION
Penn Treaty is one of the leading providers of long-term nursing home care
and home health care insurance. Penn Treaty markets its products primarily to
persons age 65 and over through independent insurance agents and underwrites its
policies through three insurance company subsidiaries; Penn Treaty Network
America Insurance Company; American Network Insurance Company and American
Independent Network Insurance Company of New York. Penn Treaty's principal
products are individual fixed, defined benefit accident and health insurance
policies covering long-term skilled, intermediate and custodial nursing home
care and home health care. Policies are designed to make the administration of
claims simple, quick and sensitive to the needs of the policyholders. As of
December 31, 1998, long-term nursing home care and home health care policies
accounted for approximately 91% of Penn Treaty's total annualized premiums
in-force.
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1995 PARTICIPATING AGENT STOCK OPTION PLAN
Purpose of the plan
The purpose of the plan is:
o to permit insurance agents under contract with Penn Treaty to receive
options to purchase shares of common stock and to have an equity
interest in Penn Treaty; and
o to give these insurance agents an additional incentive to sell Penn
Treaty's products.
Advantages of the plan
Optionees may receive shares of common stock upon exercise of options
without paying any brokerage commissions or service charges.
Administration of the plan
The plan is administered by a stock option committee. This committee has
the authority to:
o construe and interpret the plan;
o define terms of the plan;
o change rules and regulations for administration of the plan; and
o take all other actions to administer the plan.
Participation in the plan
Individuals who are participating insurance agents under contract with Penn
Treaty, but who are not full-time employees, are eligible to receive options
under the plan. The committee makes decisions about the criteria for eligibility
and grants of options. This criteria is tied to the best interests of Penn
Treaty, including the amount of insurance policies sold by the eligible
participants. Eligible participants that are granted and choose to receive
options under the plan are required to sign a stock options agreement with Penn
Treaty, the terms of which are determined by the committee.
Additional information about the plan
Eligible participants can get additional information about the plan by
contacting Cameron B. Waite, Chief Financial Officer, at Penn Treaty American
Corporation, 3440 Lehigh Street, Allentown, Pennsylvania 18103, telephone number
(610) 965-2222.
Term of the plan
The plan has been effective since May 26, 1995 and will continue until the
board of directors terminates it. Each option granted under the plan and all
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rights or obligations under the option will expire on a date to be determined by
the committee, but not later than ten years from the date the option is granted.
The plan is also subject to earlier termination upon the following events:
o dissolution or liquidation of Penn Treaty;
o a reorganization, merger or consolidation and Penn Treaty is not the
surviving corporation; or
o a sale of substantially all of the assets and property of Penn Treaty
to another person.
The committee will notify each optionee if any of these events occurs.
Thirty days after delivery of this notice, any option or portion of an option
not exercised will terminate.
Options under the plan may not be transferred
Optionees may not sell, transfer, assign, pledge or otherwise dispose of an
option, right or privilege granted under the plan, except by will or
inheritance. An option may be exercised, during the optionee's lifetime, only by
the optionee. Any attempted transfer or sale will cause the option, right or
privilege to immediately terminate and be forfeited to Penn Treaty.
Purchasing shares at no expense
Optionees will not be obligated to pay any brokerage commissions or other
charges for purchasing shares under the plan.
Number of shares available to be purchased under the plan
There are 298,000 shares of common stock available under the plan. If any
option expires, terminates or is canceled for any reason without having been
exercised in full, the unpurchased shares may again be available under the plan,
provided the plan is still in effect.
Price of shares
The committee determines the purchase price of shares under each option.
The purchase price may not be less than 100% of the fair market value of shares
of common stock at the time the option is granted. Unless otherwise required by
the Tax Code, or other applicable regulations issued under the Tax Code, the
fair market value of shares under the plan will be, as of any date, the average
of the closing sales price of a share of common stock for the preceding ten
trading days as reported on the NYSE or other principal national securities
exchange on which the common stock is then listed or traded. If the common stock
is not listed or traded on any exchange, the Nasdaq Stock Market, or if closing
sales prices of the shares are not available, then the fair market value of the
shares will be determined by the board of directors.
Exercising options
Optionees may exercise each option in equal or unequal installments and
under conditions determined at the time the option is granted. At least ten
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shares must be purchased at any one time unless the optionee is only entitled to
purchase a fewer number of shares. Optionees may only purchase whole shares, and
fractional interests will be disregarded until they together constitute one
share. If an optionee does not purchase all the shares subject to the option, or
a fractional interest remains, the optionee's right to purchase the remaining
shares or fractional shares will continue until the option expires.
Paying for shares
An optionee may pay for shares purchased as follows:
o a lump sum payment of cash;
o shares of common stock that have a fair market value on the date of
exercise equal to the purchase price, if permitted by the committee;
or
o any combination of cash and shares.
Termination of service
If an optionee notifies Penn Treaty that he/she will no longer serve Penn
Treaty as a participating insurance agent or if an optionee ceases to be under
contract with Penn Treaty for any reason, with or without cause, the optionee is
no longer an eligible participant under the plan. As a result, all of the
optionee's exercisable and unexercisable options will terminate.
Changes in the common stock of Penn Treaty
If the outstanding common stock is increased, decreased, changed into or
exchanged for a different number or kind of shares or securities, an appropriate
and proportionate adjustment will be made in the number and kind of shares for
which options may be granted under the plan. A corresponding adjustment will
also be made to change the number and kind of shares and exercise price per
share of any outstanding options, or portions of options, which were granted
prior to any changes. Any adjustments will be made by the committee, whose
determination will be final and conclusive. No fractional shares of common stock
will be issued under the plan as a result of any adjustment.
Changes in and termination of the plan
The board of directors has the power to suspend, amend or terminate the
plan at any time. No amendment, suspension or termination of the plan, however,
may, without the consent of the optionee, alter or impair any rights or
obligations of any outstanding option.
The committee may grant an optionee additional options if the optionee is
then an eligible participant. The committee may, with the consent of the
optionee, grant a new option as a substitute for an outstanding option, at a
purchase price and for a term which is greater or less than the outstanding
option.
Rights as a shareholder
An optionee is not considered to be an actual holder of common stock and
does not have any rights as a shareholder unless and until the option is
exercised and a stock certificate representing the shares of common stock is
issued to the optionee.
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Not subject to ERISA
The plan is not subject to the provisions of ERISA.
Federal income tax consequences
No income is recognized on the date an option is granted; however,
optionees will recognize ordinary income on the exercise of an option in the
amount by which the fair market value of the shares at the time of exercise
exceed the option exercise price. For the purpose of any later sale of stock,
the optionee's cost basis will be equal to the option exercise price plus any
amount previously recognized as ordinary income. The same consequences apply in
determining the alternative minimum taxable income recognized by the optionee
upon the exercise of an option.
The board of directors may consider the expected tax consequences in
determining from time to time the particular terms and conditions of various
options. Options granted under the plan are not incentive stock options and are
not entitled to special tax treatment under the Tax Code.
THIS GENERAL DESCRIPTION OF THE POSSIBLE FEDERAL INCOME TAX CONSEQUENCES OF
EXERCISING OPTIONS OR SELLING SHARES PURCHASED THROUGH THE EXERCISE OF OPTIONS
IS BASED ON THE TAX CODE, AS IT HAS BEEN INTERPRETED TO DATE AND THEREFORE MAY
NOT BE A SUFFICIENT DESCRIPTION OF THE CONSEQUENCES IF THERE WERE A CHANGE IN
THE TAX CODE AS IT IS CURRENTLY WRITTEN OR INTERPRETED. BECAUSE THE CONSEQUENCES
MAY VARY WITH EACH OPTIONEE, IT IS RECOMMENDED THAT OPTIONEES CONSULT WITH THEIR
OWN TAX ADVISORS TO DETERMINE THE TAX CONSEQUENCES, INCLUDING STATE, LOCAL OR
NON-U.S. INCOME TAX CONSEQUENCES.
USE OF PROCEEDS
The proceeds to Penn Treaty from sales of shares under the plan will be
used for general corporate purposes, including investment in and advances to
Penn Treaty's subsidiaries.
PLAN OF DISTRIBUTION
Upon proper exercise of options by any optionee and payment by the optionee
of the exercise price, Penn Treaty will issue the underlying shares of common
stock to the optionee without the optionee paying any brokerage commissions or
service charges.
EXPERTS
The consolidated financial statements of Penn Treaty as of December 31,
1998 and 1997, incorporated by reference in this prospectus have been audited by
PricewaterhouseCoopers, LLP, independent public accountants, as stated in their
report incorporated by reference in this prospectus. These financial statements
are incorporated by reference in this prospectus in reliance upon the report of
PricewaterhouseCoopers given upon the authority of that firm as experts in
accounting and auditing.
LEGAL OPINION
The validity of the issuance of shares under the plan has been passed upon
for Penn Treaty by Ballard Spahr Andrews & Ingersoll, LLP, Philadelphia,
Pennsylvania.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit
Number Description
- ------ -----------
3.1(a) Restated and Amended Articles of Incorporation (incorporated by
reference to Exhibit 3.1 to Registration Statement on Form S-1, Reg.
No. 33-92690).
3.1(b) Amendment to Restated and Amended Articles of Incorporation
(incorporated by reference to Exhibit 3.1(b) to Registration Statement
on Form S-3, No. 333-22125).
3.2 Amended and Restated By-laws, as amended (incorporated by reference to
Exhibit 3.2 to Registration Statement on Form S-3, No. 333-22125).
4.1 Specimen copy of Common stock Certificate (incorporated by reference
to Exhibit 4 to Registration Statement on Form S-1, Reg. No.
33-92690).
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP.*
10.1 The Penn Treaty American Corporation 1995 Participating Agent Stock
option plan (incorporated by reference to Exhibit 10.2 to Annual
Report on Form 10-K for year ended December 31, 1997).
23.1 Consent of PricewaterhouseCoopers, LLP
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (contained in
Exhibit 5.1).*
24.1 Power of Attorney (included on signature page).
* Prevouusly filed.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this amendment no. 1 to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Allentown, Commonwealth of
Pennsylvania, on November 18, 1999.
PENN TREATY AMERICAN CORPORATION
By: /s/ Irving Levit
-----------------------------------------
Irving Levit
President and Chief Executive Officer
This amendment no. 1 to the registration statement has also been signed by
Irving Levit, attorney-in-fact, on behalf of the following directors on November
18, 1999:
Irving Levit
Michael F. Grill
A.J. Carden
Domenic P. Stangherlin
Jack D. Baum
Glen A. Levit
Cameron Waite
Emile G. Ilchuk
C. Mitchell Goldman
David B. Trindle
By: /s/ Irving Levit
--------------------
Irving Levit
Attorney-in-fact
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3/A of our report dated March 8, 1999 relating to the
financial statements and financial statement schedules, which appears in Penn
Treaty American Corporation's Annual Report on Form 10-K for the year ended
December 31, 1998. We also consent to the references to us under the headings
"Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
- -------------------------------
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
November 18, 1999
