-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LLpAzNY7xUSE72CX920OasWD6SKDMMLGKjAfPF03MQE7ONxkrgk83+9E1Z+6GLc6 HB9kEOGCW31duSP2AGT/GA== 0000912057-01-511012.txt : 20010430 0000912057-01-511012.hdr.sgml : 20010430 ACCESSION NUMBER: 0000912057-01-511012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20010426 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENN TREATY AMERICAN CORP CENTRAL INDEX KEY: 0000814181 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 231664166 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14681 FILM NUMBER: 1613743 BUSINESS ADDRESS: STREET 1: 3440 LEHIGH ST CITY: ALLENTOWN STATE: PA ZIP: 18103 BUSINESS PHONE: 6109652222 MAIL ADDRESS: STREET 1: 3440 LEHIGH ST STREET 2: 3440 LEHIGH ST CITY: ALLENTOWN STATE: PA ZIP: 18103 8-K 1 a2046745z8-k.txt CURRENT REPORT 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): April 27, 2001 PENN TREATY AMERICAN CORPORATION ---------------------------------------------------- (Exact name of registrant as specified in its charter) PENNSYLVANIA 0-15972 23-1664166 - ---------------------------- ------------- ------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3440 LEHIGH STREET ALLENTOWN, PENNSYLVANIA 18103 ----------------------------------------------------------- (Address of principal executive offices) (Zip Code) (610) 965-2222 ----------------------------------------------------------- (Registrant's telephone number, including area code) NOT APPLICABLE ----------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. OTHER EVENTS. On April 27, 2001, Penn Treaty American Corporation ("Penn Treaty") filed with the Securities and Exchange Commission a prospectus supplement dated April 25, 2001, to a prospectus dated November 15, 2000 (the "Prospectus Supplement") relating to the offering of up to 12,083,000 shares of Penn Treaty's common stock, $.10 par value per share (the "Common Stock"), at a price of $2.40 per share pursuant to transferable subscription rights (the "Rights") initially distributed to holders of record of Common Stock and holders of record of Penn Treaty's 6 1/4% convertible subordinated notes due 2003 (the "Notes") at the close of business on April 20, 2001 (the "Record Date"). As described in the Prospectus Supplement, each holder of Common Stock will receive 1.1 Rights for each share of Common Stock held by such holder on the Record Date and each holder of Notes will receive 1.1 Rights for each share of Common Stock such holder would have held on the Record Date if the Notes had been converted into Common Stock on the Record Date. In lieu of fractional Rights, the aggregate number of Rights issued to each holder of Common Stock and each holder of Notes shall be rounded up to the next whole number. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS. 5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP. 23.1 Consent of PricewaterhouseCoopers, LLP. 23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5.1). 99.1 Form of Rights Certificate. 99.2 Letter to Shareholders and Noteholders. 99.3 Instructions as to Use of Rights Certificates. 99.4 Letter to Securities Dealers, Commercial Banks, Brokers, Trust Companies and Other Nominees. 99.5 Form of Letter to Beneficial Owners. 99.6 Notice of Guaranteed Delivery. 2 SIGNATURE 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 April 27, 2001 By: /s/ CAMERON B. WAITE ------------------------------------ Cameron B. Waite, Chief Financial Officer 3 EXHIBIT INDEX NUMBER EXHIBIT - ------ ------- 5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP. 23.1 Consent of PricewaterhouseCoopers, LLP. 23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5.1). 99.1 Form of Rights Certificate. 99.2 Letter to Shareholders and Noteholders. 99.3 Instructions as to Use of Rights Certificates. 99.4 Letter to Securities Dealers, Commercial Banks, Brokers, Trust Companies and Other Nominees. 99.5 Form of Letter to Beneficial Owners. 99.6 Notice of Guaranteed Delivery. EX-5.1 2 a2046745zex-5_1.txt OPINION OF BALLARD EXHIBIT 5.1 [LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP] April 26, 2001 Penn Treaty American Corporation 3440 Lehigh Street Allentown, Pennsylvania 18103 Re: Penn Treaty American Corporation - Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as counsel for Penn Treaty American Corporation, a Pennsylvania corporation ("Penn Treaty"), and are rendering this opinion in connection with a Registration Statement on Form S-3 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), relating to the registration under the Act of: (i) unsecured senior debt securities and unsecured subordinated debt securities of Penn Treaty (the "Debt Securities"); (ii) shares of common stock, $.10 par value per share, of Penn Treaty (the "Common Stock"); (iii) shares of series preferred stock, $1.00 par value per share, of Penn Treaty (the "Preferred Stock"); and (iv) warrants of Penn Treaty to purchase any of the Debt Securities, Common Stock or Preferred Stock (the "Warrants"). We have examined originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement and all exhibits thereto. We have also examined such corporate records and other documents and instruments, made such inquiries of officers and representatives of Penn Treaty and considered such matters of law as we have deemed appropriate as the basis for the opinions hereinafter set forth. In delivering this opinion, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified, photostatic or conformed copies, the authenticity of originals of all such latter documents and the accuracy and completeness of all records, information and statements submitted to us by officers and representatives of Penn Treaty. Based upon and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that: 1. Assuming that any indentures and any Debt Securities to be entered into in connection with the issuance of such Debt Securities have been duly authorized, when (i) an indenture in respect of the Debt Securities has been duly executed and delivered, (ii) the terms of the Debt Securities and of their issuance and sale have been duly established in accordance with the applicable indenture relating to such Debt Securities so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon Penn Treaty and so as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over Penn Treaty, and (iii) the Debt Securities have been duly executed and authenticated in accordance with the applicable indenture relating to such Debt Securities and duly issued and delivered by Penn Treaty in the manner contemplated in the Registration Statement and any prospectus supplement relating thereto, the Debt Securities (including any Debt Securities duly issued (x) upon exchange or conversion of any shares of Preferred Stock that are exchangeable or convertible into Debt Securities or (y) upon exercise of any Warrants exercisable for Debt Securities) will constitute valid and binding obligations of Penn Treaty, enforceable in accordance with their terms, subject to (a) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereinafter in effect relating to or affecting the enforcement of creditors' rights generally and (b) general principles of equity (regardless of whether considered in a proceeding at law or in equity). 2. When (i) the shares of Common Stock have been duly and properly authorized for issuance, and (ii) the shares of Common Stock have been duly issued, sold and delivered as contemplated in the Registration Statement and any prospectus supplement relating thereto, the shares of Common Stock (including any Common Stock duly issued (x) upon the conversion or exchange of any Debt Securities that are convertible or exchangeable into Common Stock, (y) upon the exchange or conversion of any shares of Preferred Stock that are exchangeable or convertible into Common Stock or (z) upon the exercise of any Warrants exercisable for Common Stock), will be legally issued, fully paid and non-assessable. 3. When (i) the Preferred Stock has been duly and properly authorized for issuance and an amendment to the Restated and Amended Articles of Incorporation of Penn Treaty classifying the Preferred Stock and setting forth the terms thereof has been filed, and (ii) the shares of Preferred Stock have been duly issued and paid for in the manner contemplated in the Registration Statement and any prospectus supplement relating thereto, the shares of Preferred Stock will be legally issued, fully paid and non-assessable. 4. Assuming that a Warrant Agreement relating to the Warrants (the "Warrant Agreement") has been duly authorized, when (i) the Warrant Agreement has been duly executed and delivered, (ii) the terms of the Warrants and of their issuance and sale have been duly established in conformity with the Warrant Agreement relating to such Warrants so as not to violate any applicable law or result in default under or breach of any agreement or instrument binding upon Penn Treaty and so as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over Penn Treaty, and (iii) the Warrants have been duly executed and countersigned in accordance with the Warrant Agreement relating to such Warrants and issued and sold in the form and in the manner contemplated in the Registration Statement and any prospectus supplement relating thereto, such Warrants will constitute valid and binding obligations of Penn Treaty, enforceable in accordance with their terms, subject to (a) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and (b) general principles of equity (regardless of whether considered in a proceeding at law or in equity). 2 We express no opinion as to the law of any jurisdiction other than the federal law of the United States and the law of the Commonwealth of Pennsylvania. We hereby consent to the sole use of this opinion as an exhibit to a Current Report on Form 8-K which is incorporated by reference in the Registration Statement and to the use of our name under the heading "Legal Matters" in the Prospectus included in the Registration Statement. This opinion is not to be used, circulated, quoted, referred to or relied upon by any other person or for any other purpose without our prior written consent. Very truly yours, /s/ Ballard Spahr Andrews & Ingersoll, LLP 3 EX-23.1 3 a2046745zex-23_1.txt CONSENT OF PRICEWATERHOUSE COOPERS, LLP CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 of our report dated March 17, 2000 relating to the financial statements, which appears in Penn Treaty American Corporation's Annual Report on Form 10-K for the year ended December 31, 1999. We also consent to the references to us under the headings "Experts" in such Registration Statement. /s/ PricewaterhouseCoopers LLP - ------------------------------ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania November 13, 2000 EX-99.1 4 a2046745zex-99_1.txt RIGHT CERTIFICATES EXHIBIT 99.1 PENN TREATY AMERICAN CORPORATION THE COMPANY IS INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NY AND CHARLOTTE, NC SUBSCRIPTION SUBSCRIPTION PRICE: CERTIFICATE FOR $2.40 PER SHARE _______________ PTAR __________ RIGHTS EXPIRATION DATE: SEE REVERSE FOR MAY 25, 2001 5:00 P.M. CERTAIN DEFINITIONS CUSIP 707874 11 1 THIS CERTIFIES THAT IS THE HOLDER OF RIGHTS The terms and conditions of the offering are set forth in a prospectus supplement dated April 25, 2001 to a Prospectus dated November 15, 2000 (the "Prospectus Supplement") and are incorporated herein by reference. Copies of the Prospectus Supplement are available upon request from First Union National Bank (the "Subscription Agent"). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Prospectus Supplement. Unless guaranteed delivery procedures are utilized, this Rights Certificate, together with payment in full, must be received by the Subscription Agent by 5:00 p.m., Eastern Time, on May 25, 2001, unless extended by the Company (the "Expiration Date"). The Rights represented by this Rights Certificate, in whole or in part, may be (A) exercised by duly completing Section 1 or (B) transferred, or exercised or sold through a bank or broker, by duly completing Section 2. Before exercising or selling Rights, Rights Holders are urged to read carefully and in their entirety the Prospectus Supplement and Instructions as to Use of Rights Certificates (the "Instructions"), additional copies of which are available from the Subscription Agent. IMPORTANT: Complete the appropriate section and, if applicable, delivery instructions and sign on reverse side. The registered holder of Rights whose name is inscribed hereon, or assigns, is entitled to subscribe for and purchase from the Company, at the Subscription Price, one share of common stock, $.10 par value per share, of the Company (the "Company Stock") for each Right evidenced hereby, upon the terms and subject to the conditions set forth in the Prospectus Supplement and the Instructions. Shares subscribed for shall be delivered as soon as practicable after the Expiration Date. The terms and conditions of the offering may be modified and the offering may be cancelled by the Company at any time. If the offering is cancelled, the Rights will be of no value. Dated: PENN TREATY AMERICAN CORPORATION By /s/ Irving Levit CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER AND PRESIDENT By /s/ Cameron B. Waiter CHIEF FINANCIAL OFFICER [SEAL] COUNTERSIGNED: FIRST UNION NATIONAL BANK (CHARLOTTE, NC) SUBSCRIPTION AGENT BY AUTHORIZED OFFICER 2 PENN TREATY AMERICAN CORPORATION RETURN TO SUBSCRIPTION AGENT: First Union National Bank 1525 West W.T. Harris Boulevard, 3C3 Charlotte, North Carolina 28262-1153 ATTENTION: CORPORATE ACTIONS, CORPORATE TRUST OPERATIONS This Rights certificate is transferable and may be combined or divided (but only into Rights Certificates evidencing a whole number of Rights) at the office of the Subscription Agent. Rights Holders should be aware that if they choose to exercise or transfer less than all of the Rights evidenced hereby, a new Rights Certificate may not be received in sufficient time to exercise or transfer the remaining Rights evidenced thereby. Neither the Company nor the Subscription Agent shall have any liability to a Transferee of Rights if Rights Certificates are not received in time for exercise or sale prior to the Expiration Date. AN EXERCISE OF RIGHTS EVIDENCED HEREBY IS IRREVOCABLE SECTION 1 - EXERCISE AND SUBSCRIPTION. The undersigned hereby irrevocably exercises one or more Rights to subscribe for underlying shares of Common Stock as indicated below on the terms and subject to the conditions specified in the Prospectus Supplement, receipt of which is hereby acknowledged. 1. Number of Underlying Shares of Common Stock subscribed for pursuant to the Basic Subscription Privilege(1) (a) ___________________ 2. Number of Underlying Shares of Common Stock subscribed for pursuant to the Oversubscription Privilege: (b) ___________________ 3. Total Underlying Shares of Common Stock (sum of lines (a) and (b)): (c) ___________________ 4. Total Subscription Price (total number of Underlying Shares of Common Stock subscribed for pursuant to both the Basic Subscription Privilege and the Oversubscription Privilege multiplied by the Subscription Price of $2.40): (d) ___________________ - ---------- (1) To exercise the Oversubscription Privilege, the undersigned must exercise all Rights pursuant to the Basic Subscription Privilege. 3 5. Method of Payment (check and complete appropriate box(es)) / / Check or money order in the amount of $__________ payable to First Union National Bank, Subscription Agent. / / Wire transfer in the amount of $__________ directed to First Union National Bank, ABA Routing No.0530-00219, Account No. 5000000016439: Reference Penn Treaty American Corporation and name of registered owner. SECTION 2 - TO TRANSFER YOUR RIGHTS CERTIFICATE OR SOME OR ALL OF YOUR UNEXERCISED RIGHTS OR TO EXERCISE OR SELL RIGHTS THROUGH YOUR BANK OR BROKER. For value received, __________ Rights represented by this Rights Certificate are hereby assigned to (please print name and address and tax identification or social security number of transferee in full) Name ___________________________________________________________________________ (Please Print) Address ________________________________________________________________________ (Include Zip Code) Tax Identification or Social Security Number ___________________________________ Deliver to the undersigned a new Rights Certificate evidencing remaining Rights to which the undersigned is entitled. SECTION 3 - SPECIAL ISSUANCE OR DELIVERY INSTRUCTIONS. Unless otherwise indicated below, the Subscription Agent is hereby authorized to issue and deliver certificates for Common Stock to the undersigned at the address appearing on the face of this Rights Certificate. SPECIAL ISSUANCE INSTRUCTIONS. (See paragraph 7 of the Instructions). To be completed ONLY if the certificates representing the Common Stock are to be issued in the name of someone other than the registered holder. Issue and mail to: Name ___________________________________________________________________________ (Please Print) Address ________________________________________________________________________ (Include Zip Code) Tax Identification or Social Security Number ___________________________________ SPECIAL DELIVERY INSTRUCTIONS. (See paragraph 7 of the Instructions). To be completed ONLY if the certificates representing the Common Stock are to be sent to someone other than the registered holder or to an address other than that appearing on the face of this Rights Certificate. Mail and deliver to: Name ___________________________________________________________________________ (Please Print) 4 Address ________________________________________________________________________ (Include Zip Code) IMPORTANT RIGHTS HOLDERS SIGN HERE _______________________________________ _______________________________________ (Signature(s) of Registered Holder(s)) Dated: _____________________________, 2001 Name ___________________________________________________________________________ (Please Print) Capacity (Full Title) __________________________________________________________ Address ________________________________________________________________________ (Include Zip Code) Area Code and Telephone Number _____________________/___________________________ (Home) (Business) Tax Identification or Social Security Number ___________________________________ SIGNATURE GUARANTEE (To be executed if Section 2 is completed. See paragraph 7 of Instructions.) -------------------------------------------------------- THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. 5 EX-99.2 5 a2046745zex-99_2.txt SHAREHOLDER LETTER PENN TREATY AMERICAN CORPORATION 3440 LEHIGH STREET ALLENTOWN, PENNSYLVANIA 18103 April 25, 2001 Dear Shareholders and Noteholders: I am pleased to announce that you are able to participate in a Rights Offering (the "Rights Offering") by Penn Treaty American Corporation (the "Company"). Each holder of common stock, $.10 par value per share (the "Common Stock"), will receive 1.1 Rights for each share of Common Stock held of record by such holder on the Record Date. Each holder of 6 1/4% convertible subordinated notes due 2003 (the "Notes") will receive 1.1 Rights for each share of Common Stock he or she would have owned had the Notes been converted into Common Stock on the Record Date. The number of Rights issued by the Company to each holder of Common Stock and to each holder of Notes has been rounded up to the next whole number. Each Right entitles its holder (the "Rights Holder") to purchase one share of Common Stock at the exercise price of $2.40 per share. The number of Rights to which you are entitled is printed on the front of your Rights Certificate. Please see the enclosed Prospectus Supplement for more detailed information. The Rights Offering will enable holders of Common Stock and holders of Notes to purchase additional shares of Common Stock at any time prior to 5:00 p.m., Eastern Time, on May 25, 2001. The Rights Offering will enable the Company to raise additional capital which we believe will benefit the Company, holders of the Common Stock and holders of the Notes. The Rights are freely transferable and may be sold through normal investment channels until the Expiration Date (as defined below). Although no assurance can be given that a market for the Rights will develop, the Rights may be traded on the New York Stock Exchange until the close of trading on the last trading day prior to the Expiration Date. Rights Holders may purchase shares under the Basic Subscription Privilege. Each Rights Holder who exercises all of the Rights held by such holder pursuant to the Basic Subscription Privilege, subject to certain limitations and allotment, will be able to acquire additional shares, if available, by way of the Oversubscription Privilege described in the Prospectus Supplement. Enclosed is a Rights Certificate, a Prospectus Supplement and related documents concerning the Rights Offering. The Rights Offering will expire at 5:00 p.m., Eastern Time, on May 25, 2001, unless extended by the Company (as it may be extended, the "Expiration Date"). Rights not exercised by such time will expire and become worthless. We reserve the right to cancel or change the terms of the Rights Offering. If the Rights Offering is cancelled, the Rights will not be exercisable and will be of no value. Any questions or requests for assistance should be directed to the Information Agent, Georgeson Shareholder, at (888) 371-8336. In order to exercise subscription rights, the Rights Certificate and payment must be received by the Subscription Agent prior to the Expiration Date. If your Common Stock or Notes are held in nominee or brokerage name, you are receiving this letter along with instructions from your broker or nominee advising you how you can participate in the Rights Offering. This letter does not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state. Please read the enclosed materials carefully. Sincerely, [SIGNATURE] Irving Levit CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER AND PRESIDENT EX-99.3 6 a2046745zex-99_3.txt INSTRUCTIONS RIGHT CERTIFICATE PENN TREATY AMERICAN CORPORATION INSTRUCTIONS AS TO USE OF RIGHTS CERTIFICATES --------------------- CONSULT THE SUBSCRIPTION AGENT, OR YOUR BANK OR BROKER, IF YOU HAVE ANY QUESTIONS AFTER READING THESE INSTRUCTIONS --------------------- The following instructions (the "Instructions") relate to the rights offering (the "Rights Offering") by Penn Treaty American Corporation, a Pennsylvania corporation (the "Company"), to the holders of its common stock, $.10 par value per share (the "Common Stock") and holders of its 6 1/4% convertible subordinated notes due 2003 (the "Notes"), as described in the Company's Prospectus Supplement dated April 25, 2001, to the Company's Prospectus dated November 15, 2000 (the "Prospectus Supplement"). Holders of record (the "Record Date Holders") of Common Stock at the close of business on April 20, 2001 (the "Record Date") are receiving 1.1 transferable subscription rights (each, a "Right") for each share of Common Stock held on the Record Date. Record Date Holders of Notes at the close of business on the Record Date are receiving 1.1 Rights for each share of Common Stock they would have owned had the Notes been converted into Common Stock on the Record Date. Rights entitle a holder thereof (the "Rights Holder") to subscribe for the purchase from the Company of one share of Common Stock (the "Basic Subscription Privilege") at the subscription price (the "Subscription Price") of $2.40 per share. In lieu of fractional Rights, the aggregate number of Rights issued to a Record Date Holder has been rounded up to the next whole number. An aggregate number of up to 12,083,000 shares will be distributed in connection with the Rights Offering. Subject to the proration and possible reduction described below, each Right also entitles any Rights Holder exercising the Basic Subscription Privilege in full to subscribe for additional shares available after satisfaction of all subscriptions pursuant to the Basic Subscription Privilege (the "Oversubscription Privilege"). Shares will be available for purchase pursuant to the Oversubscription Privilege only to the extent that there are shares not subscribed for through the Basic Subscription Privilege. If the shares not subscribed for through the Basic Subscription Privilege (the "Remaining Shares") are not sufficient to satisfy all subscriptions pursuant to the Oversubscription Privilege, the Remaining Shares will be allocated pro rata (subject to the elimination of fractional shares) among those Rights Holders exercising the Oversubscription Privilege based on the respective number of shares purchased by such Rights Holders pursuant to the Basic Subscription Privilege. If a Rights Holder exercised his or her Oversubscription Privilege and is allocated less than all of the Common Stock which he or she wished to subscribe for, the excess payment for Common Stock that was not allocated to such Rights Holder will be returned by mail without interest or deduction as soon as practicable after the Expiration Date. The Subscription Price is payable in cash. See "Description of Rights" in the Prospectus Supplement. The Rights will expire at 5:00 p.m., Eastern Time, on May 25, 2001, unless extended by Penn Treaty American Corporation (as it may be extended, the "Expiration Date"). The number of Rights to which you are entitled is printed on the face of your Rights Certificate (the "Rights Certificate"). You should indicate your wishes with regard to the exercise of your Rights by completing the appropriate section on the back of your Rights Certificate and returning the Rights Certificate to the Subscription Agent in the envelope provided. YOUR RIGHTS CERTIFICATE MUST BE RECEIVED BY THE SUBSCRIPTION AGENT AND PAYMENT OF THE SUBSCRIPTION PRICE FOR EACH SHARE OF COMMON STOCK SUBSCRIBED FOR PURSUANT TO THE BASIC SUBSCRIPTION PRIVILEGE AND THE OVERSUBSCRIPTION PRIVILEGE, INCLUDING FINAL CLEARANCE OF ANY CHECKS, MUST BE RECEIVED BY THE SUBSCRIPTION AGENT ON OR PRIOR TO THE EXPIRATION DATE. IF YOU OWN YOUR COMMON STOCK OR NOTES THROUGH A BROKER, OR WISH TO TRANSFER YOUR RIGHTS CERTIFICATE TO YOUR BROKERAGE ACCOUNT, YOU MUST CONTACT YOUR BROKER DIRECTLY TO PARTICIPATE IN THIS OFFERING. YOU MAY NOT REVOKE ANY EXERCISE OF A RIGHT UNLESS THE EXPIRATION DATE IS EXTENDED BY MORE THAN THIRTY DAYS OR A MATERIAL CHANGE IN THE TERMS OF THE RIGHTS OFFERING IS MADE. Penn Treaty American Corporation will not have any liability to you as a Rights Holder if your Rights Certificate (together with all required payments and documents) is not received in time for exercise or sale prior to the Expiration Date. 1. SUBSCRIPTION PRIVILEGES; EXERCISE. To exercise Rights, complete the reverse side of your Rights Certificate and send your properly completed and executed Rights Certificate, together with payment in full of the Subscription Price for all shares of Common Stock subscribed for pursuant to the Basic Subscription Privileges and the Oversubscription Privilege, to the Subscription Agent. FACSIMILE DELIVERY OF THE RIGHTS CERTIFICATE WILL NOT CONSTITUTE VALID DELIVERY. Payment of the Subscription Price must be made in U.S. dollars for the full number of shares of Common Stock being subscribed for by either (a) check or bank draft drawn upon a U.S. bank or of any postal, telegraphic or express money order payable to First Union National Bank, as Subscription Agent; or (b) wire transfer of immediately available funds to the First Union National Bank, ABA No. 0530-00219, Account No. 5000000016439; Reference Penn Treaty American Corporation and your name (name of registered shareholder). 2. ACCEPTANCE OF PAYMENTS. Payment of the Subscription Price will be deemed to have been received by the Subscription Agent only upon the (a) clearance of any uncertified check, (b) receipt by the Subscription Agent of any certified check or bank draft drawn upon a U.S. bank or of any postal, telegraphic or express money order, or (c) receipt of collected funds in the Subscription Agent's account designated above. IF PAYING BY UNCERTIFIED PERSONAL CHECK, PLEASE NOTE THAT UNCERTIFIED CHECKS MAY TAKE UP TO TEN (10) BUSINESS DAYS TO CLEAR AND THAT SUCH CHECKS MUST CLEAR ON OR PRIOR TO THE EXPIRATION DATE FOR YOU TO HAVE VALIDLY EXERCISED YOUR RIGHTS. ACCORDINGLY, RIGHTS HOLDERS WHO WISH TO PAY THE SUBSCRIPTION PRICE BY MEANS OF AN UNCERTIFIED PERSONAL CHECK ARE URGED TO MAKE PAYMENT SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO ENSURE THAT SUCH PAYMENT IS RECEIVED AND CLEARED BY SUCH TIME AND ARE URGED, IN THE ALTERNATIVE, TO CONSIDER PAYMENT BY MEANS OF A CERTIFIED OR CASHIER'S CHECK, MONEY ORDER OR WIRE TRANSFER OF FUNDS TO AVOID MISSING THE OPPORTUNITY TO EXERCISE THEIR RIGHTS. 3. EXERCISE THROUGH BANK OR BROKER. If you wish to make arrangements for the delivery of funds on your behalf and request a bank or broker to exercise the Rights represented by the Rights Certificate on your behalf, you must contact your bank or broker directly and NOT send your Rights Certificate or funds directly to the Subscription Agent. The bank or broker will act as the intermediary on your behalf. 2 4. CONTACTING THE SUBSCRIPTION AGENT OR THE INFORMATION AGENT. The address, telephone and facsimile numbers of the Subscription Agent are as follows: First Union National Bank 1525 West W.T. Harris Boulevard, 3C3 Charlotte, North Carolina 28262-1153 Attention: Corporate Actions, Corporate Trust Operations Telephone: (800) 829-8432 Facsimile: (704) 590-7628 For more information or additional copies of the Prospectus Supplement, please contact the Information Agent. The telephone numbers of the Information Agent are as follows: Georgeson Shareholder: Holders of Common Stock and Notes call Toll free: (888) 371-8336 For Banks and Brokers: (201) 896-1900 IF YOU OWN YOUR SHARES THROUGH A BROKER, PLEASE CONTACT YOUR BROKER DIRECTLY. 5. PARTIAL EXERCISES; EFFECT OF OVERPAYMENT AND UNDERPAYMENT. If you exercise less than all of the Rights evidenced by your Rights Certificate by so indicating in Section 1 of your Rights Certificate, the Subscription Agent will, upon request, issue to you a new Rights Certificate evidencing the unexercised Rights. If you choose to have a new Rights Certificate sent to you, however, you may not receive any such new Rights Certificate in sufficient time to permit you to transfer or exercise the Rights evidenced thereby prior to the Expiration Date. If you have not specified the number of Common Shares being subscribed for pursuant to the Basic Subscription Privilege, or do not forward full payment of the total Subscription Price for the number of shares of Common Stock that you indicate are being exercised, you will be deemed to have exercised such Basic Subscription Privilege with respect to the maximum whole number of Rights that may be exercised with the Subscription Price payment delivered to the Subscription Agent. If the total Subscription Price forwarded to the Subscription Agent is greater than the amount owed for the number of shares of Common Stock to be purchased pursuant to the Basic Subscription Privilege (the "Subscription Excess"), you will be deemed to have exercised your Oversubscription Privilege to purchase, to the extent available and subject to limitations on allocation of shares of Common Stock previously discussed, the maximum number of shares of Common Stock with the Subscription Excess. If your full Subscription Price payment is not applied to your purchase of shares of Common Stock, you will be refunded the amount of any overpayment, sent via mail, without interest or deduction, as soon as practicable after the Expiration Date. 6. DELIVERY OF STOCK CERTIFICATES, ETC. It is anticipated that the closing of the sale of shares of Common Stock issuable upon exercise of the Rights (the "Closing") will occur on or about the third business day following the Expiration Date (the "Closing Date"). The following delivery and payment will be made to the address shown on the face of your Subscription Certificate: (a) BASIC SUBSCRIPTION PRIVILEGE AND OVER-SUBSCRIPTION PRIVILEGE. As soon as practical after the Expiration Date, the Subscription Agent will mail to each Rights Holder who validly exercises their Basic Subscription Privilege and the Over subscription Privilege, if any, certificates representing shares of Common Stock purchased pursuant to the Basic Subscription Privilege and the Oversubscription Privilege. 3 (b) CASH PAYMENTS. As soon as practicable after the Closing Date, the Subscription Agent will mail to each Rights Holder who exercises the Oversubscription Privilege any excess funds received in payment of the Subscription Price for shares of Common Stock that are subscribed for by such Rights Holder but not allocated to such Rights Holder pursuant to the Oversubscription Privilege. 7. EXECUTION. (a) EXECUTION BY REGISTERED HOLDER. The signature on the Rights Certificate must correspond with the name of the registered Rights Holder exactly as it appears on the face of the Rights Certificate without any alteration or change whatsoever. Persons who sign the Rights Certificate in a representative or other fiduciary capacity must indicate their capacity when signing and, unless waived by the Subscription Agent in its sole and absolute discretion, must certify to the Subscription Agent and Penn Treaty American Corporation as to their authority to so act. (b) EXECUTION BY PERSON OTHER THAN REGISTERED HOLDER. If the Rights Certificate is executed by a person other than the Rights Holder named on the face of the Rights Certificate, proper evidence of authority of the person executing the Rights Certificate must accompany the same unless, for good cause, the Subscription Agent dispenses with proof of authority. (c) TRANSFER OF RIGHTS CERTIFICATES. To transfer your Rights Certificate to another party, which would include the transfer of your Rights into your brokerage account or the selling of your Rights through a broker, you must complete Section 2 on the back of your Rights Certificate. You must also sign and date the back of your Rights Certificate and have your signature guaranteed by an institution (bank, broker, credit union) with membership in an approved signature guarantee Medallion program pursuant to S.E.C. Rule 17Ad-15. (d) SPECIAL ISSUANCE OR DELIVERY INSTRUCTIONS. You may choose to exercise your Rights and transfer the Common Stock underlying your Rights to another party. If you wish to do so, you must complete Section 3, Special Issuance Instructions, on the back of your Rights Certificate, designating the party's name, address and tax identification or social security number for proper registration of the new Common Stock. You must also sign and date the back of your Rights Certificate and have your signature guaranteed by an institution (bank, broker, credit union) with membership in an approved signature guarantee Medallion program pursuant to S.E.C. Rule 17Ad-15. If you exercise your Rights and wish to have your new Common Stock certificate delivered to a different address than the address designated on your Rights Certificate, you must complete Section 3, Special Delivery Instructions, and sign and date the back of your Rights Certificate. 8. METHOD OF DELIVERY. The method of delivery of Rights Certificates and payment of the Subscription Price to the Subscription Agent will be at the election and risk of the Rights Holder, but, if sent by mail, it is recommended that they be sent by registered mail, properly insured, with return receipt requested, and that a sufficient number of days be allowed to ensure delivery to the Subscription Agent and the clearance of any uncertified personal checks sent in payment of the Subscription Price prior to the Expiration Date. 4 EX-99.4 7 a2046745zex-99_4.txt BROKER DEALER LETTER RIGHTS TO PURCHASE SHARES OF COMMON STOCK OF PENN TREATY AMERICAN CORPORATION INITIALLY DISTRIBUTED TO HOLDERS OF COMMON STOCK AND 6 1/4% CONVERTIBLE SUBORDINATED NOTES DUE 2003 To Securities Dealers, Commercial Banks, Brokers, Trust Companies and Other Nominees: Enclosed is a Prospectus Supplement, dated April 25, 2001, to a Prospectus dated November 15, 2000 (the "Prospectus Supplement"), and Instructions as to Use of Rights Certificates relating to the offering of shares of common stock, $.10 par value per share (the "Common Stock"), of Penn Treaty American Corporation (the "Company") at a subscription price of $2.40 per share, in cash, pursuant to transferable subscription rights ("Rights") initially distributed to holders of record of shares of Common Stock and holders of record of 6 1/4% convertible subordinated notes due 2003 (the "Notes") as of the close of business on April 20, 2001 (the "Record Date"). The Rights are described in the Prospectus Supplement and evidenced by a Rights Certificate (a "Rights Certificate") registered in your name or the name of your nominee. Each beneficial owner of Common Stock registered in your name or the name of your nominee is entitled to 1.1 Rights for each share of Common Stock so owned by such beneficial owner on the Record Date. Additionally, each beneficial owner of Notes registered in your name or the name of your nominee is entitled to 1.1 Rights for each share of Common Stock such beneficial owner would own had the Notes been converted into Common Stock on the Record Date. In lieu of fractional Rights, the aggregate number of Rights issued in respect of each beneficial owner will be rounded up to the next whole number. We are asking you to contact clients for whom you hold shares of Common Stock and/or Notes, as the case may be, registered in your name or in the name of your nominee to obtain instructions with respect to the Rights. You will be reimbursed for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients. Enclosed are copies of the following documents: 1. The Prospectus Supplement; 2. The Chairman's Letter to Shareholders and Noteholders; 3. The Instructions as to Use of Rights Certificates; 4. A form of letter which may be sent to clients for whose accounts you hold shares of Common Stock and/or Notes registered in your name or the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Rights; 5. A Notice of Guaranteed Delivery; and 6. A return envelope addressed to First Union National Bank, the Subscription Agent. Your prompt action is requested. The Rights will expire at 5:00 p.m., Eastern Time, on May 25, 2001, unless extended by the Company (as it may be extended, the "Expiration Date"). TO EXERCISE RIGHTS, PROPERLY COMPLETED AND EXECUTED RIGHTS CERTIFICATE(S) (UNLESS THE GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH) AND PAYMENT IN FULL FOR ALL RIGHTS EXERCISED MUST BE DELIVERED TO THE SUBSCRIPTION AGENT AS INDICATED IN THE PROSPECTUS SUPPLEMENT PRIOR TO THE EXPIRATION DATE. Additional copies of the enclosed materials may be obtained from Georgeson Shareholder, the Information Agent, by calling (201) 896-1900. Very truly yours, PENN TREATY AMERICAN CORPORATION [LOGO] Irving Levit CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER AND PRESIDENT
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF THE COMPANY, THE SUBSCRIPTION AGENT OR ANY OTHER PERSON MAKING OR DEEMED TO BE MAKING OFFERS OF THE COMMON STOCK, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFERING, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS SUPPLEMENT OR THE SUBSCRIPTION DOCUMENTS. EX-99.5 8 a2046745zex-99_5.txt CLIENT LETTER RIGHTS TO PURCHASE SHARES OF COMMON STOCK OF PENN TREATY AMERICAN CORPORATION INITIALLY OFFERED PURSUANT TO RIGHTS DISTRIBUTED TO SHAREHOLDERS AND NOTEHOLDERS To Our Clients: Enclosed for your consideration are a Prospectus Supplement, dated April 25, 2001, to the Prospectus dated November 15, 2001 (the "Prospectus Supplement"), and the Instructions as to Use of Rights Certificates (the "Instructions") relating to the offering (the "Rights Offering") of up to 12,083,000 shares of common stock, $.10 par value per share, (the "Common Stock") of Penn Treaty American Corporation (the "Company") at a price of $2.40 per share (the "Subscription Price") pursuant to transferable subscription rights ("Rights") initially distributed to holders of record of Common Stock and holders of record of 6 1/4% convertible subordinated notes due 2003 (the "Notes") at the close of business on April 20, 2001 (the "Record Date"). As described in the accompanying Prospectus Supplement, holders of Common Stock will receive 1.1 Rights for each share of Common Stock carried by us in your account as of the Record Date and holders of Notes will receive 1.1 Rights for each share of Common Stock you would have owned as of the Record Date had the Notes been converted into Common Stock on the Record Date. Rights will entitle you to subscribe for and purchase from the Company one share of Common Stock at the Subscription Price (the "Basic Subscription Privilege"). If you exercise your Basic Subscription Privilege in full, you will also have the right to subscribe, at the Subscription Price, for additional shares (the "Oversubscription Privilege") available after satisfaction of all subscriptions pursuant to the Basic Subscription Privilege (the "Remaining Shares"), subject to proration and reduction as described in the Prospectus Supplement. If the number of Remaining Shares is not sufficient to satisfy all subscriptions pursuant to the Oversubscription Privilege, the Remaining Shares will be allocated pro rata (subject to the elimination of fractional Remaining Shares) among those Rights Holders exercising the Oversubscription Privilege based on the respective number of shares purchased by such Rights Holders pursuant to the Basic Subscription Privilege. Rights are transferable, and Rights Holders that wish to sell their Rights may do so. The Rights are expected to trade on the New York Stock Exchange until the close of business on the last trading day prior to the date of the Expiration Date (as defined below). There can be no assurance, however, that a trading market in the Rights will develop. The materials enclosed are being forwarded to you as the beneficial owner of shares of Common Stock or Notes carried by us in your account but not registered in your name. Exercises and sales of Rights may only be made by us as the registered holder of Rights and pursuant to your instructions. Accordingly, we request instructions as to whether you wish us to exercise Rights to subscribe for any shares or attempt to sell any Rights to which you are entitled pursuant to the terms and subject to the conditions set forth in the enclosed Prospectus Supplement and Instructions. Your instructions to us should be forwarded as promptly as possible to permit us to exercise or sell Rights on your behalf in accordance with the provisions of the Rights Offering. The Rights Offering will expire at 5:00 p.m., Eastern Time, on May 25, 2001, unless extended by the Company (as it may be extended, the "Expiration Date"). Once a Rights Holder has properly exercised the Basic Subscription Privilege or the Oversubscription Privilege, such exercise may not be revoked. If you wish to have us, on your behalf, exercise Rights to purchase any shares to which you are entitled or attempt to sell such Rights, please so instruct us by completing, executing and returning to us the instruction form on the reverse side of this letter. IF WE DO NOT RECEIVE COMPLETE WRITTEN INSTRUCTIONS IN ACCORDANCE WITH THE PROCEDURES OUTLINED IN THE PROSPECTUS SUPPLEMENT, WE WILL NOT EXERCISE, TRANSFER OR SELL YOUR RIGHTS, AND YOUR RIGHTS WILL EXPIRE. Very truly yours PENN TREATY AMERICAN CORPORATION INSTRUCTIONS TO RECORD DATE HOLDER The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the offering of shares of Common Stock pursuant to the exercise of Rights. This will instruct you whether to exercise or attempt to sell Rights to purchase shares of Common Stock distributed with respect to the Common Stock and/or Notes held by you for the account of the undersigned, pursuant to the terms and subject to the conditions set forth in the Prospectus Supplement and the related Instructions as to the Use of Rights Certificates. 1. [ ] Please DO NOT EXERCISE RIGHTS for shares of Common Stock. 2. [ ] Please EXERCISE RIGHTS for shares of Common Stock as set forth below: Basic Subscription Right: __________X $2.40 = $______(a) Oversubscription Right: __________ X $2.40 = $______(b) Total Payment Required ((a) + (b)) $______(c) [ ] Payment in the following amount is enclosed: $______(d) [ ] Please deduct payment from the following account maintained by you as follows: -------------------------- -------------------------- Type of Account Account No.
Amount to be deducted: $______(e) 3. [ ] Please attempt to SELL __________ RIGHTS. - ------------------------------------------- - ------------------------------------------- - ------------------------------------------- signature(s) Please type or print name(s) below - ------------------------------------------- Date _________, 2001 - ------------------------------------------- - ------------------------------------------- EX-99.6 9 a2046745zex-99_6.txt NOTICE OF GUARANTEED DELIVERY NOTICE OF GUARANTEED DELIVERY FOR RIGHTS CERTIFICATES ISSUED BY PENN TREATY AMERICAN CORPORATION This form, or one substantially equivalent hereto, must be used to exercise Rights pursuant to the Rights Offering described in the Prospectus Supplement dated April 25, 2001, to the Prospectus dated November 15, 2000 (the "Prospectus Supplement") of Penn Treaty American Corporation, a Pennsylvania corporation (the "Company"), if a holder of rights cannot deliver the Rights Certificate(s) evidencing the Rights (the "Rights Certificate(s)"), to the Subscription Agent listed below (the "Subscription Agent") at or prior to 5:00 p.m., Eastern Time, on May 25, 2001, unless extended by the Company (as it may be extended, the "Expiration Date"). Such form must be delivered by hand or sent by facsimile transmission, overnight courier or mail to the Subscription Agent, and must be received by the Subscription Agent at or prior to the Expiration Date. See "Description of Rights--Exercise of Rights" in the Prospectus Supplement. Payment of the Subscription Price of $2.40 per share subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege must be received by the Subscription Agent in the manner specified in the Instructions as to Use of Rights Certificates at or prior to the Expiration Date even if the Rights Certificate evidencing such Rights is being delivered pursuant to the procedure for guaranteed delivery thereof. THE SUBSCRIPTION AGENT IS: FIRST UNION NATIONAL BANK GENERAL INFORMATION: - ------------------------------------------------------------------------------------------- Facsimile Transmission By Hand or By Mail: Copy Number: Overnight Courier: - ------------------------------------------------------------------------------------------- First Union National Bank (704) 590-7628 First Union National Bank 1525 West W.T. Harris Confirm Facsimile by 1525 West W.T. Harris Boulevard, 3C3 Telephone: Boulevard, 3C3 Charlotte, NC 28262-1153 (704) 590-7411 Charlotte, NC 28262-1153 Attention: Corporate Actions, Attention: Corporate Actions, Corporate Trust Operations Corporate Trust Operations - -------------------------------------------------------------------------------------------
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE OTHER THAN THAT SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. Ladies and Gentlemen: The undersigned hereby represents that he or she is the holder of Rights Certificate(s) representing Rights and that such Rights Certificate(s) cannot be delivered to the Subscription Agent. Upon the terms and subject to the conditions set forth in the Prospectus Supplement, receipt of which is hereby acknowledged, the undersigned hereby elects to exercise (i) the Basic Subscription Privilege to subscribe for one share of Common Stock per Right with respect to Rights represented by such Rights Certificate and (ii) the Oversubscription Privilege, to the extent that Remaining Shares (as defined in the Prospectus Supplement) are available therefor, for an aggregate of up to Remaining Shares. The undersigned understands that payment of the Subscription Price of $2.40 per share subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege must be received by the Subscription Agent within three New York Stock Exchange trading days following the Expiration Date, and represents that such payment, in the aggregate amount of $ , either (check appropriate box(es)): / / is being delivered to the Subscription Agent; or / / has been delivered separately to the Subscription Agent; and is being or was delivered in the manner set forth below (check appropriate box and complete information relating thereto): / / Wire Transfer of Funds directed to First Union National Bank, ABA Routing No. 0530-00219, Account No. 5000000016439; Reference Penn Treaty American Corporation. Name of transferor institution __________________________________________ Date of transfer ________________________________________________________ Confirmation number (if available) ______________________________________ / / Uncertified check payable to First Union National Bank, as Subscription Agent (Payment by uncertified check will not be deemed to have been received by the Subscription Agent until such check has cleared. Rights holders paying by such means are urged to make payment sufficiently in advance of the Expiration Date to ensure that such payment clears by such date.) Name of maker ___________________________________________________________ Date of check ___________________________________________________________ Bank on which check is drawn ____________________________________________ / / Certified check payable to First Union National Bank Name of maker ___________________________________________________________ Date of check ___________________________________________________________ Bank on which check is drawn ____________________________________________ / / Cashier's check payable to First Union National Bank Name of maker ___________________________________________________________ Date of draft ___________________________________________________________ / / Money order payable to First Union National Bank Issuer of money order ___________________________________________________ Date of money order _____________________________________________________ Signature(s) ------------------------------- Address ------------------------------------ - ------------------------------------------ ----------------------------------------- Name(s) --------------------------------- ----------------------------------------- Please type or print (Include Zip Code) - ------------------------------------------ Telephone Numbers -------------------------- - ------------------------------------------ ------------------------------------------ (If signature is by a trustee(s), executors(s), administrator(s), guardian(s), Rights Certificates No(s.) attorney(s)-in-fact, agent(s), officer(s) or (if available) ---------------------------- a corporation or another acting in a fiduciary or representative capacity, such capacity must be clearly indicated above).
GUARANTEE OF DELIVERY (Not to be used for Rights Certificate Signature Guarantee) The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States, guarantees that the undersigned will deliver to the Subscription Agent the Rights Certificate(s) representing the Rights being exercised hereby, with any required signature guarantees and any other required documents and the Subscription Price, all within three New York Stock Exchange trading days following the Expiration Date. ---------------------------------- Dated: --------------------------, 2001 (Name of Firm) Address: ------------------------------ ---------------------------------- (Authorized Signature) ---------------------------------- -------------------------------------- (Name) (Including Zip Code) ---------------------------------- -------------------------------------- (Title) (Area Code and Telephone Number)
The institution which completes this form must communicate the guarantee to the Subscription Agent and must deliver the Rights Certificate(s) and the Subscription Price to the Subscription Agent within the time period shown therein. Failure to do so could result in a financial loss to such institution. -----END PRIVACY-ENHANCED MESSAGE-----