<PAGE>
As filed with the Securities and Exchange Commission on February 19, 1999
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------------
FORM S-3
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 or organization) Industrial Identification Identification
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>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of each class of Amount to offering price aggregate Amount of
securities to be registered be registered per share (1) offering price(1) registration fee
- ----------------------------- -------------------- ---------------------- -------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.10 per share 298,900 shares $22.53125 $6,734,590.63 $1,873
</TABLE>
- ------------------------
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended, on the
basis of the average of the high and low prices of Penn Treaty American
Corporation Common Stock on February 16, 1999, as reported on the New York
Stock Exchange.
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 changed. 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 soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Subject to Completion
<PAGE>
February 19, 1999
298,900 SHARES
PENN TREATY AMERICAN CORPORATION
COMMON STOCK
The Penn Treaty American Corporation 1995 Participating Agent Stock
Option Plan offers insurance agents of Penn Treaty American Corporation an
opportunity to share in its long-term growth.
Insurance agents, under contract with the Company, but who are not
full-time employees of the Company are eligible to receive options under the
Plan. The Stock Option Committee, consisting of individuals who are selected by
the Board of Directors of the Company, will, from time to time, make grants
under the Plan to eligible participants. The 298,900 shares of Common Stock,
which may be issued upon exercise of options granted under the Plan will consist
of authorized but unissued shares of Common Stock or treasury shares.
The purchase price for these Shares will be determined at the time of
grant of the related option, but will be no less than one hundred percent (100%)
of the fair market value of the Common Stock at the time of grant.
The Common Stock is listed on the New York Stock Exchange under the
symbol "PTA".
There will be no brokerage commissions or service charges upon the
purchase of these shares. The Company will bear all other costs of administering
the Plan.
It is recommended that this Prospectus be retained for future
reference.
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.
Price Underwriting Proceeds
to Discounts and to
Public Commissions Company(2)
- ------------------------ -------------- --------------------- -----------------
Per Share (1) - 0 - 100%
- ------------------------ -------------- --------------------- -----------------
Total (1) - 0 - 100%
======================== ============== ===================== =================
(1) Shares may be purchased by Eligible Participants upon exercise of
options granted under the Plan at the purchase price therefore to be
determined by the Committee, which purchase price will not be less than
the fair market value of the Common Stock at the date of grant.
(2) Before deducting estimated expenses of $11,373 payable by the Company.
The date of this Prospectus is February 19, 1999.
<PAGE>
TABLE OF CONTENTS
PAGE
AVAILABLE INFORMATION 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 1
THE COMPANY 2
PENN TREATY AMERICAN CORPORATION 1995
PARTICIPATING AGENT STOCK OPTION PLAN 2
USE OF PROCEEDS 6
EXPERTS 6
LEGAL OPINION 6
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the SEC a Registration Statement under the
Securities Act with respect to the Shares. This Prospectus, which constitutes
part of the Registration Statement, omits certain information contained in the
Registration Statement and the exhibits and schedules thereto on file with the
SEC. The Company files annual, quarterly and special reports, proxy statements
and other information with the SEC which may be read and copied at the
Commission'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 the Company'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, the Company also files reports, proxy statements and other
information with the NYSE.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows the Company to "incorporate by reference" the information
that the Company files, which means that the Company can disclose important
information by referring to those documents. The information incorporated by
reference is an important part of this Prospectus, and information that the
Company files later with the SEC will automatically supersede this information.
The Company 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:
(i) the Company's Annual Report on Form 10-K for the year ended December
31, 1997;
(ii) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998;
(iii) the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998;
(iv) the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998;
(v) the Company's Current Report on Form 8-K dated December 8, 1998, as
amended by Form 8-K/A dated December 11, 1998; and
(vi) the description of the Common Stock contained in the Company's
Registration Statement on Form 8-A for such securities, including any
amendments or reports filed for the purpose of updating such
description.
The Company will provide at no cost to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person, a
copy of any and all of the documents incorporated by reference in this
Prospectus (other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference in such documents). Requests for such
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).
1
<PAGE>
THE COMPANY
The Company is one of the leading providers of long-term nursing home
care and home health care insurance. The Company 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. The Company'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 the Company's total annualized premiums
in-force.
PENN TREATY AMERICAN CORPORATION 1995
PARTICIPATING AGENT STOCK OPTION PLAN
The following is a description in question and answer form of the
provisions of the Plan. The Plan was approved by the Company's Board of
Directors on May 26, 1995.
1. What is the purpose of the Plan?
The purpose of the Plan is to strengthen the Company by providing to
Eligible Participants incentive to sell the Company's products to their
customers. The Plan seeks to accomplish this purpose and result by providing a
means whereby, in agreeing to abide by the Plan's limitations and requirements,
Eligible Participants may obtain the right to purchase Shares pursuant to
options granted under the Plan and thereby acquire and retain a proprietary
interest in the Company.
2. What are the advantages of the Plan?
Under the Plan, an Eligible Participant may obtain options to purchase
shares of Common Stock without paying any brokerage commissions or service
charges.
3. Who administers the Plan for Eligible Participants?
The Plan is administered by a Stock Option Committee. The Committee has
the authority to and may from time to time construe and interpret the Plan,
define terms of the Plan, prescribe, amend and rescind rules and regulations
relating to administration of the Plan and make all other determinations
necessary or advisable to administration of the Plan. Any interpretation,
construction or determination of the Committee relating to the administration of
the Plan is final and conclusive.
4. Who is eligible to participate in the Plan?
Eligibility to receive options from the Company under the Plan is
limited to individuals who are participating insurance agents under contract
with the Company, but who are not full-time employees of the Company. Subject to
the provisions of the Plan, the Committee determines and specifies the criteria
under which Eligible Participants may receive options under the Plan and the
number of Shares subject to each option. Such criteria is appropriately related
to the best interests of the Company, such as the amount of insurance policies
written by such Eligible Participants.
2
<PAGE>
5. Where may Eligible Participants obtain additional information
about the Plan and its administrators?
Additional information about the Plan and its administrators may be
obtained by contacting Cameron B. Waite, Chief Financial Officer, at Penn Treaty
American Corporation, 3440 Lehigh Street, Allentown, Pennsylvania 18103,
telephone number (610) 965-2222.
6. What is the term of the Plan?
The Plan was effective as of May 26, 1995 and continues until such date
as the Board of Directors of the Company deems advisable. Each option granted
pursuant to the Plan and all rights or obligations thereunder expire on such
date as the Committee may determine, but not later than ten years from the date
such option was granted. The Plan is also subject to earlier termination upon
the dissolution or liquidation of the Company, or a reorganization, merger or
consolidation of the Company as a result of which the Company will not be the
surviving corporation, or a sale of substantially all of the assets and property
of the Company to another person (a "Terminating Event"). The Committee will
notify each option holder (each, an "Optionee") of the pendency of a Terminating
Event. Thirty days after delivery of such notice, any option or portion thereof
not exercised will terminate, and upon the happening of the Terminating Event,
the Plan will terminate, unless provision is made in connection with the
Terminating Event for assumption of options previously granted, or substitution
for such options of new options covering stock of a successor corporation, or a
parent or subsidiary corporation, with appropriate adjustments as to the number
and kinds of shares and prices.
7. How may Eligible Participants participate in the Plan?
Eligible Participants that are granted and choose to receive options
pursuant to the Plan are required to sign a written stock option agreement with
the Company, the terms of which are determined by the Committee.
8. May Eligible Participants transfer options granted under the
Plan to another person?
No. Each option is nontransferable, by its terms, by the Optionee other
than by will or the laws of descent and distribution. An option may be
exercised, during the Optionee's lifetime, only by the Optionee. Optionees may
not sell, transfer, assign, pledge, hypothecate or otherwise dispose of an
option, right or privilege granted under the Plan, and any such attempted
disposition will cause the option, right or privilege to immediately terminate
and be forfeited to the Company.
9. Are there any expenses to Optionees in connection with purchases
of Shares under the Plan?
No. Eligible Participants will not be obligated to pay any brokerage
commissions or other charges with respect to the purchase of Shares upon
exercise of an option under the Plan.
3
<PAGE>
10. What is the source and number of Shares available to be
purchased under the Plan?
Shares for which options are granted under the Plan consist of 298,900
authorized but unissued shares of Common Stock or issued Common Stock reacquired
by the Company. If any option expires, terminates or is canceled for any reason
without having been exercised in full, the unpurchased Shares subject thereto
may again be available for purposes of the Plan, provided the Plan is still in
effect at such time.
11. What is the price of Shares subject to each option?
The purchase price of Shares subject to each option is determined by the
Committee but may not be less than one hundred percent (100%) of the fair market
value of shares of Common Stock at the time such option is granted. Unless
otherwise required by the Internal Revenue Code of 1986, as amended (the
"Code"), or applicable regulations issued thereunder, the fair market value of
such Shares for purposes of 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 admitted to trading, or if not listed
or traded on any such exchange, the Nasdaq Stock Market, or if such closing
sales prices are not available, the fair market value as determined by the Board
of Directors, which determination will be conclusive.
12. How may an option be exercised?
Each option is exercisable in such installments, which need not be
equal, and upon such contingencies, as the Committee may determine at the time
the option is granted. Not less than ten Shares may be purchased by exercise of
any option or installment thereof at any one time unless the number purchased is
the total number which may be purchased under all installments then exercisable.
No option or installment thereof may be exercisable except in respect of whole
Shares, and fractional interests will be disregarded except as they may be
accumulated. In any given installment period, if any Optionee does not purchase
all the Shares which such Optionee is entitled to purchase under such option, or
a fractional interest remains, the Optionee's right to purchase the remaining
Shares or fractional Shares continues until expiration of such option.
13. How may an Optionee pay for Shares purchased pursuant to the
exercise of an option under the Plan?
At the time an option is exercised, the aggregate purchase price of any
Shares purchased may be paid by means of a lump sum payment in cash or, in the
sole discretion of the Committee, in shares of Common Stock having a fair market
value on the date the option is exercised equal to the purchase price, or any
combination thereof.
14. What happens to options granted under the Plan upon an
Optionee's termination of service to the Company?
If an Optionee provides notice of his/her intent to terminate his/her
service to the Company as a participating insurance agent or if an Optionee
ceases to be under contract with the Company for any reason, with or without
cause, so that such Optionee is no longer an Eligible Participant, (i) any
options not then exercisable will terminate immediately and (ii) such Optionee's
right to exercise any options then exercisable will cease immediately.
4
<PAGE>
15. What happens if the Company declares a stock split or stock
dividend or changes or exchanges its Common Stock for shares of stock or other
securities of its own or another corporation?
If the outstanding shares of Common Stock are increased, decreased,
changed into or exchanged for a different number or kind of shares or securities
of the Company, without receipt of consideration by the Company, through
reorganization, merger, consolidation, recapitalization, reclassification, stock
split, stock dividend or otherwise, an appropriate and proportionate adjustment
will be made in the number and kind of shares as to which options may be granted
under the Plan. A corresponding adjustment changing the number and kind of
shares and the exercise price per share of outstanding options, or portions
thereof, which may have been granted prior to any such changes, will be made.
Any adjustment in an outstanding option, however, will be made without change in
the total price applicable to the unexercised portion of the option but with a
corresponding adjustment in the price for each share subject to the option. Any
such adjustments will be made by the Committee, whose determination as to
adjustments to be made, and the extent thereof, will be final and conclusive. No
fractional shares of Common Stock will be issued under the Plan on account of
any such adjustment.
16. May the Plan be changed or discontinued?
Yes. The Company's Board of Directors has the right to suspend, amend or
terminate the Plan at any time and may, with the consent of the Optionee, make
such modification of the terms and conditions of an option as it deems
advisable. No amendment, suspension or termination of the Plan, however, may,
without the consent of the Optionee, alter or impair any rights or obligations
attendant to any option previously granted.
The Committee may grant an Optionee additional options if such 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 for such
number of Shares, at a purchase price and for a term which is greater or less
than that of the previously granted option.
17. When do Optionees under the Plan become entitled to the rights
of a shareholder of the Company?
An Optionee is not deemed to be the holder of, and does not have any
rights with respect to, shares of Common Stock issuable upon the exercise of an
option unless and until such option is exercised and a stock certificate
representing such shares of Common Stock is issued to the Optionee.
18. What are the federal income tax consequences of participating
in the Plan?
No income is recognized on the date an option is granted; however,
Optionees will recognize ordinary income upon the exercise of an option to the
extent that the Fair Market Value of the shares of Common Stock at the time of
exercise exceeds the option exercise price. For the purpose of subsequent
disposition of the stock (which will be treated as any other 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.
5
<PAGE>
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 Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").
This general description of the possible federal income tax
consequences of exercising options or selling (or otherwise transferring) shares
purchased through the exercise of options is based upon the 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 Code as it is currently written or
interpreted. Since 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 the Company from sales of Shares pursuant to the Plan
will be used for general corporate purposes, including investment in and
advances to the Company's subsidiaries.
EXPERTS
The consolidated financial statements of the Company as of December 31,
1997 and 1996, incorporated by reference in this Prospectus have been audited by
PricewaterhouseCoopers, LLP, independent public accountants, as stated in their
report incorporated by reference herein. Such financial statements are
incorporated by reference herein in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
LEGAL OPINION
The validity of the issuance of the Shares offered hereby will be passed
upon for the Company by Ballard Spahr Andrews & Ingersoll, LLP, Philadelphia,
Pennsylvania.
6
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission Registration Fee $ 1,873.00
------------
Legal Fees and Expenses 8,500.00
-----------
Accountants' Fees and Expenses 1,000.00
-----------
Total $ 11,373.00
-----------
-----------
- -----------------------------
* All amounts are estimated except for the registration fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Amended and Restated By-Laws of the registrant provide for
indemnification of directors and officers of the registrant in accordance with
the indemnification provisions of the Pennsylvania Business Corporation Law of
1988 (the "1988 BCL"). Sections 1741-50 of the 1988 BCL permit indemnification
of directors, officers, employees and agents of a corporation under certain
conditions and subject to certain limitations.
The registrant has directors' and officers' liability insurance insuring
its directors and officers against liability incurred in their capacities as
directors and officers and providing for reimbursement of the registrant for any
indemnification payments made by it to directors and officers.
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).
<PAGE>
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Allentown, Commonwealth of Pennsylvania, on February
19, 1999.
PENN TREATY AMERICAN CORPORATION
By: /s/ Irving Levit
----------------
Irving Levit
President and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Irving Levit and A.J. Carden and each or
any one of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to perform each and every act
and thing requisite and necessary to be done in connection therewith, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
his or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Irving Levit Chairman of the Board, February 19, 1999
- ---------------- President and Chief Executive
Irving Levit Officer (Principal Executive
Officer)
/s/ Michael F. Grill Treasurer, Controller and February 19, 1999
- -------------------- Director (Principal
Michael F. Grill Accounting Officer
/s/ A.J. Carden Executive Vice President and February 19, 1999
- --------------- Director
A.J. Carden
<PAGE>
/s/ Domenic P. Stangherlin Secretary and Director February 19, 1999
- --------------------------
Domenic P. Stangherlin
/s/ Jack D. Baum Vice President, Marketing February 19, 1999
- ---------------- and Director
Jack D. Baum
/s/ Glen A. Levit Vice President, Sales and February 19, 1999
- ----------------- Director
Glen A. Levit
/s/ Cameron Waite Chief Financial Officer February 19, 1999
- ----------------- (Principal Financial Officer)
Cameron Waite
/s/ Emile G. Ilchuk Director February 19, 1999
- -------------------
Emile G. Ilchuk
/s/ C. Mitchell Goldman Director February 19, 1999
- -----------------------
C. Mitchell Goldman
/s/ David B. Trindle Director February 19, 1999
- --------------------
David B. Trindle
<PAGE>
EXHIBIT 5.1
February 19, 1999
Penn Treaty American Corporation
3440 Lehigh Street
Allentown, PA 18103
Re: Registration Statement on Form S-3
Gentlemen:
We have acted as special counsel to Penn Treaty American
Corporation (the "Company") in connection with the registration under the
Securities Act of 1933, as amended, of 298,900 shares of Common Stock of the
Company, par value $.10 per share (the "Shares"), issuable upon the exercise of
options granted under the Penn Treaty American Corporation 1995 Participating
Agents Stock Option Plan (the "Plan").
In rendering our opinion, we have reviewed such certificates,
documents, corporate records and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinion expressed below. In
giving this opinion, we are assuming the authenticity of all instruments
presented to us as originals, the conformity with the originals of all
instruments presented to us as copies and the genuineness of all signatures.
Based on the foregoing, we are of the opinion that the Shares,
when issued upon exercise of options granted under the Plan, in accordance with
the terms thereof, will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement on Form S-3 being filed with respect to the offering of
the Shares.
Yours truly,
/s/ Ballard Spahr Andrews & Ingersoll, LLP
------------------------------------------
Ballard Spahr Andrews & Ingersoll, LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Penn Treaty American Corporation on Form S-3 of our report dated March 11, 1998,
on our audits of the consolidated financial statements and financial statement
schedules of Penn Treaty American Corporation as of December 31, 1997 and 1996
and for the years ended December 31, 1997, 1996, and 1995. We also consent to
the references to our Firm under the caption "Experts."
/s/ PricewaterhouseCoopers LLP
- -------------------------------
PricewaterhouseCoopers LLP
2400 Eleven Penn Center
Philadelphia, PA 19103
February 12, 1999
