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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 4, 1999
Penn Treaty American Corporation
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-15972 23-1664166
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3440 Lehigh Street, Allentown, Pennsylvania 18103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 965-2222
Not Applicable
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On January 4, 1999, the Registrant consummated the purchase of all of
the outstanding capital stock of United Insurance Group ("UIG") of South Lyon,
Michigan, effective as of January 1, 1999, pursuant to a Stock Purchase
Agreement with Patrick Patterson (the "Patterson Stock Purchase Agreement") and
a Stock Purchase Agreement with Gregory Thaens (the "Thaens Stock Purchase
Agreement"), both dated as of November 25, 1998. The purchase price for the
transaction was $10,113,820 in cash and a three-year installment note for
$8,077,700. UIG is now a wholly-owned subsidiary of the Registrant.
In connection with the acquisition, UIG entered into an Employment
Agreement with Patrick Patterson dated as of January 1, 1999 ("Employment
Agreement"). Pursuant to the Employment Agreement, UIG agreed to employ Patrick
Patterson as President and Chief Executive Officer of UIG for a term of three
years.
The Patterson Stock Purchase Agreement and the Thaens Stock Purchase
Agreement were filed as Exhibits 99.2 and 99.3 to the Registrant's Current
Report on Form 8-K dated November 25, 1998.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
99.1 Press Release dated December 2, 1998 (previously
filed with the Commission on December 8, 1998 as
Exhibit 99.1 to the Registrant's Current Report on
Form 8-K, and on December 11, 1998 as Exhibit 99.1 to
the Registrant's Current Report on Form 8-K/A,
Commission File No. 001-14681, and incorporated by
reference herein).
99.2 Stock Purchase Agreement between Patrick Patterson
and Penn Treaty American Corporation dated as of
November 25, 1998 (previously filed with the
Commission on December 8, 1998 as Exhibit 99.2 to the
Registrant's Current Report on Form 8-K, and on
December 11, 1998 as Exhibit 99.2 to the Registrant's
Current Report on Form 8-K/A, Commission File No.
001-14681, and incorporated by reference herein).
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99.3 Stock Purchase Agreement between Gregory D. Thaens
and Penn Treaty American Corporation dated as of
November 25, 1998 (previously filed with the
Commission on December 8, 1998 as Exhibit 99.3 to the
Registrant's Current Report on Form 8-K, and on
December 11, 1998 as Exhibit 99.3 to the Registrant's
Current Report on Form 8-K/A, Commission File No.
001-14681, and incorporated by reference herein).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
PENN TREATY AMERICAN CORPORATION
Date: January 13, 1998 By: /s/ Cameron B. Waite
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Cameron B. Waite
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
99.1 Press Release dated December 2, 1998 (previously
filed with the Commission on December 8, 1998 as
Exhibit 99.1 to the Registrant's Current Report on
Form 8-K, and on December 11, 1998 as Exhibit 99.1 to
the Registrant's Current Report on Form 8-K/A,
Commission File No. 001-14681, and incorporated by
reference herein).
99.2 Stock Purchase Agreement between Patrick Patterson
and Penn Treaty American Corporation dated as of
November 25, 1998 (previously filed with the
Commission on December 8, 1998 as Exhibit 99.2 to the
Registrant's Current Report on Form 8-K, and on
December 11, 1998 as Exhibit 99.2 to the Registrant's
Current Report on Form 8-K/A, Commission File No.
001-14681, and incorporated by reference herein).
99.3 Stock Purchase Agreement between Gregory D. Thaens
and Penn Treaty American Corporation dated as of
November 25, 1998 (previously filed with the
Commission on December 8, 1998 as Exhibit 99.3 to the
Registrant's Current Report on Form 8-K, and on
December 11, 1998 as Exhibit 99.3 to the Registrant's
Current Report on Form 8-K/A, Commission File No.
001-14681, and incorporated by reference herein).
