SC TO-I/A

    As filed with the Securities and Exchange Commission on October 11, 2002
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              ---------------------

                                   SCHEDULE TO
                                (AMENDMENT NO. 5)
                                 (RULE 14D-100)

            TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                             ----------------------

                        PENN TREATY AMERICAN CORPORATION
                            (Name of Subject Company)

                        PENN TREATY AMERICAN CORPORATION
                                    (Issuer)

                  61/4% CONVERTIBLE SUBORDINATED NOTES DUE 2003
                         (Title of Class of Securities)

                                   707 874 AC7
                                   707 874 AA1
                                   707 874 AB9
                      (CUSIP Number of Class of Securities)

                             -----------------------

                                 William W. Hunt
                      President and Chief Operating Officer
                        Penn Treaty American Corporation
                               3440 Lehigh Street
                          Allentown, Pennsylvania 18103
                                 (610) 965-2222
       (Name, address and telephone number of person authorized to receive
             notices and communications on behalf of Filing Person)
                            -------------------------

                                   Copies to:
                              Justin P. Klein, Esq.
                     Ballard Spahr Andrews & Ingersoll, LLP
                         1735 Market Street, 51st Floor
                        Philadelphia, Pennsylvania 19103
                                 (215) 665-8500
                            -------------------------

                            CALCULATION OF FILING FEE

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             Transaction Valuation*          Amount Of Filing Fee**

                    $74,750,000                    $6,877***
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*        Estimated for the purposes of calculating the amount of the filing fee
         only. The amount assumes the exchange of the entire aggregate principal
         amount of 6 1/4% Convertible Subordinated Notes due 2003 (the
         "Subordinated Notes") of Penn Treaty American Corporation ("Penn
         Treaty") for 6 1/4% Convertible Notes due 2008 (the "Exchange Notes")
         issued by Penn Treaty. Penn Treaty intends to issue up to $74,750,000
         aggregate principal amount of Exchange Notes in exchange for the entire
         outstanding aggregate principal amount of the Subordinated Notes. Based
         on the August 26, 2002 value of the outstanding Subordinated Notes, the
         transaction value is equal to $74,750,000.

**       The amount of the filing fee is calculated in accordance with Rule 0-11
         of the Securities Exchange Act of 1934, as amended.

***      Previously paid.

[ ]      Check box if any part of the fee is offset as provided by Rule
         0-11(a)(2) and identify the filing with which the offsetting fee was
         previously paid. Identify the previous filing by registration statement
         number, or the Form or Schedule and the date of its filing.

            AMOUNT PREVIOUSLY PAID:                       Not applicable.
            FILING PARTY:                                 Not applicable.
            FORM OR REGISTRATION NO.:                     Not applicable.
            DATE FILED:                                   Not applicable.

[ ]      Check the box if the filing relates solely to preliminary
         communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

         [ ]  Third-party tender offer subject to Rule 14d-1.

         [x]  Issuer tender offer subject to Rule 13e-4.

         [ ]  Going-private transaction subject to Rule 13e-3.

         [ ]  Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]

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                             INTRODUCTORY STATEMENT

         This Amendment No. 5 amends and supplements the Tender Offer Statement
on Schedule TO (the "Statement") filed by Penn Treaty American Corporation
("Penn Treaty") with the Securities and Exchange Commission on August 28, 2002,
in connection with its offer to exchange up to $74,750,000 aggregate principal
amount of 61/4% Convertible Subordinated Notes due 2003 of Penn Treaty, or such
lesser principal amount as is properly tendered and not withdrawn, for 61/4%
Convertible Subordinated Notes due 2008 upon the terms and subject to the
conditions set forth in the Offering Circular, dated August 28, 2002, the
related Letter of Transmittal dated August 28, 2002 and the Supplement to the
Exchange Offer dated September 13, 2002, copies of which were attached to the
Statement, as amended, as Exhibits (a)(1), (a)(2) and (a)(11), respectively
(which, as they may be amended and supplemented from time to time, together
constitute the "Exchange Offer"). Penn Treaty filed an Amendment No. 1 to the
Statement on September 9, 2002, an Amendment No. 2 to the Statement on September
13, 2002, an Amendment No. 3 to the Statement on September 27, 2002, and an
Amendment No. 4 to the Statement on October 4, 2002.

         On October 11, 2002, Penn Treaty issued a press release announcing a
reduction in the conversion price of its 6 1/4% Convertible Subordinated Notes
due 2008 being offered in the Exchange Offer from $5.31 per share to $4.50 per
share and the extension of the expiration date of the Exchange Offer from
October 10, 2002, to 11:59 p.m., New York City time, on October 18, 2002. Other
than the reduction in the conversion price and the extension of the expiration
date, the terms and conditions of the Exchange Offer remain as set forth in the
Offering Circular dated August 28, 2002, the related Letter of Transmittal dated
August 28, 2002 and the Supplement to the Exchange Offer dated September 13,
2002.

ITEM 4.   TERMS OF THE TRANSACTION

         Item 4 of the Statement is hereby amended and supplemented as follows:

         On October 11, 2002, Penn Treaty issued a press release announcing a
reduction in the conversion price of its 6 1/4% Convertible Subordinated Notes
due 2008 being offered in the Exchange Offer from $5.31 per share to $4.50 per
share and the extension of the expiration date of the Exchange Offer from
October 10, 2002, to 11:59 p.m., New York City time, on October 18, 2002. A copy
of the press release is filed herewith as Exhibit (a)(14) and the information
set forth in the press release is incorporated herein by reference.

ITEM 11.   ADDITIONAL INFORMATION

         Item 11(b) of the Statement is hereby amended and supplemented as
follows:

         Penn Treaty expects to issue a press release on October 14, 2002,
announcing that it has entered into a distribution agreement with American
Insurance Marketing Corporation and intends to raise approximately $20
million in additional capital between now and year-end to support sales
resulting from the distribution agreement and to remain in compliance with
the consent order entered into with the Florida Insurance Department earlier
this year. A copy of the proposed press release is filed herewith as Exhibit
(a)(15) and the information set forth in the press release is incorporated
herein by reference.

ITEM 12.    EXHIBITS

         Item 12 of this Statement is hereby amended to add references to
Exhibit (a)(14) and Exhibit (a)(15), which are attached as exhibits hereto.


EXHIBIT NUMBER         DESCRIPTION
- --------------         -----------

99.(a)(14)             Press Release dated October 11, 2002.*

99.(a)(15)             Press Release to be dated October 14, 2002.*

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*  Filed herewith.





                                    SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 5 to the Statement is true,
complete and correct.

                                       PENN TREATY AMERICAN CORPORATION


Dated:  October 11, 2002               By: /S/ CAMERON B. WAITE
                                          ---------------------
                                           Cameron B. Waite
                                           Executive Vice President and
                                           Chief Financial Officer







EXHIBITS

EXHIBIT NUMBER         DESCRIPTION
- --------------         -----------
99.(a)(14)             Press Release dated October 11, 2002.*

99.(a)(14)             Press Release to be dated October 14, 2002.*

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*        Filed herewith.

EX-99.14

                                                              EXHIBIT 99.(A)(14)

          PENN TREATY AMERICAN CORPORATION ANNOUNCES 84% EXCHANGE NOTES
                            TENDERED; TERMS MODIFIED

ALLENTOWN, Pa., Oct. 11 - Penn Treaty American Corporation (NYSE - PTA) today
announced a reduction in the conversion price of its convertible notes due 2008
being offered in exchange for its outstanding $74,750,000 convertible notes due
2003 (the "Subordinated Notes") from $5.31 per share to $4.50 per share and the
extension to 11:59 p.m., New York City time, on Friday, October 18, 2002, unless
further extended, of the exchange offer. The reduction in the conversion price
will apply to all new notes, including those to be issued in exchange for
Subordinated Notes already tendered and not withdrawn. Prior to this extension
of the exchange offer, the offer had been scheduled to expire on October 10,
2002. Except for the reduction in the conversion price and the extension of the
expiration date, the terms and conditions of the exchange offer remain in effect
and unmodified. The Company currently anticipates that there will be no further
extensions.

Its exchange agent, Wells Fargo Bank Minnesota, N.A. has advised the Company,
that, as of the close of business on October 10, 2002, approximately $50 million
of Subordinated Notes outstanding had been tendered and not withdrawn pursuant
to the offer. Holders of approximately $3 million of Subordinated Notes have
expressed their intention to tender their Subordinated Notes in the event of an
extension of the offer. In addition, on October 10, 2002, entities controlled by
New York investor Wilbur Ross purchased $10 million in aggregate principal
amount of the Subordinated Notes from an existing noteholder and have informed
Penn Treaty that they intend to tender them into the exchange offer. If the Ross
entities were to exercise their conversion rights, they would hold approximately
6% of the Company's currently outstanding shares (assuming no exercise of
outstanding options or warrants). The actual and intended tendering of the
Subordinated Notes represents approximately 84% of the Company's outstanding
issue.

The exchange offer is a significant component of the Company's ongoing plan for
balance sheet and capital reformulation. The Company believes that, as it
evaluates alternatives for capital to support future growth, the successful
exchange of a majority of the Subordinated Notes for Exchange Notes has further
enabled these efforts.

The Company, through its wholly owned direct and indirect subsidiaries, Penn
Treaty Network America Insurance Company, American Network Insurance Company,
American Independent Network Insurance Company of New York, Penn Treaty
(Bermuda), Ltd., United Insurance Group Agency, Inc., Network Insurance Senior
Health Division and Senior Financial Consultants Company, is primarily engaged
in the underwriting, marketing and sale of individual and group accident and
health insurance products, principally covering long-term nursing home and home
health care.

EX-99.15

                                                              EXHIBIT 99.(a)(15)

         PENN TREATY SIGNS DISTRIBUTION PACT WITH MAJOR MARKETER OF LONG
       TERM CARE INSURANCE PRODUCTS; INTENDS TO ISSUE SUPPORTING CAPITAL

ALLENTOWN, PA, Oct. 14, 2002 - Penn Treaty American Corporation (NYSE - PTA)
today announced that it has entered into a distribution agreement with American
Insurance Marketing Corporation ("AIMC") of Atlanta, GA, pursuant to which AIMC
will immediately begin marketing Penn Treaty's long-term care ("LTC") insurance
products.

For over 25 years, AIMC has been one of the nation's leading sales agencies of
insurance products offered to senior citizens and has produced approximately $30
million in new long-term care policy sales in the past three years. Pursuant to
the agreement, AIMC has committed to produce at least $10 million in new sales
for Penn Treaty's subsidiary, American Network Insurance Company, within the
next 12 months.

In addition, Penn Treaty and AIMC have agreed to develop unique new long-term
care insurance products that will be offered for sale by AIMC's 8,000 insurance
agents and Penn Treaty's additional 45,000 member force. The new product line is
intended to incorporate innovative features and benefits that are considered by
AIMC's sales force to be lacking in the current long-term care market.

"We are very excited to engage in this venture with one of the nation's premier
sales leaders for senior insurance products," stated William W. Hunt, President
and Chief Operating Officer of PTA. Mr. Hunt further added, "together we plan to
bring new innovation to the long-term care insurance marketplace."

Michael White, President of AIMC, commented on the new venture, "with access to
an exceptional portfolio of products and significant underwriting expertise,
AIMC looks forward to more deeply penetrating the long-term care insurance
market."

In order to support anticipated levels of sales resulting from the new
distribution pact as well as from the reengagement of its current agency force,
and to remain in compliance with the Consent Order entered with the Florida
Insurance Department earlier this year allowing it to recommence operations in
that state, Penn Treaty intends to raise approximately $20 million in additional
capital between now and year-end. Accordingly, the company is presently engaged
in transactional discussions with its financial advisor and investment bankers.

Separately, Penn Treaty also announced that it has been advised that entities
controlled by New York investor Wilbur Ross purchased $10 million face amount of
the Company's 2003 Notes from an existing noteholder yesterday and intend to
tender them into Penn Treaty's currently outstanding Exchange Offer. To further
induce this and additional exchanges of the Notes, Penn Treaty agreed to reduce
the conversion price of the new 2008 Notes from $5.31 per share to $4.50 per
share. This reduction in the conversion price will apply to all of the new 2008
Notes, including those to be issued in exchange for 2003 Notes already tendered
and not withdrawn. Due to the change in the terms of the 2008 Notes, the
Exchange Offer, which was to have expired at midnight on October 10, has been
extended for five business days. If the Ross entities were to exercise their
conversion rights, they would hold approximately 6.0% of the Company's currently
outstanding shares (assuming no exercise of outstanding options or warrants).

Penn Treaty, through its wholly owned direct and indirect subsidiaries, Penn
Treaty Network America Insurance Company, American Network Insurance Company,
American Independent Network Insurance Company of New York, Penn Treaty
(Bermuda), Ltd., United Insurance Group Agency, Inc., Network Insurance Senior
Health Division and Senior Financial Consultants Company, is primarily engaged
in the underwriting, marketing and sale of individual and group accident and
health insurance products, principally covering long-term nursing home and home
health care.

Certain statements made by the Company in this press release may be considered
forward - looking within the meaning of the Private Securities Litigation Reform
Act of 1995. Although the Company believes that



its expectations are based upon reasonable assumptions within the bounds of its
knowledge of its business and operations, there can be no assurance that actual
results the Company's operations will not differ materially from its
expectations. Factors which could cause actual results to differ from
expectations include, among others, the Company's ability to comply with the
Corrective Action Plan, the Florida Consent Order, which includes, among others,
a requirement to comply with Florida gross premium to surplus ratios, for which
the Company is required to raise additional equity capital of approximately $20
million prior to year end and which, if the Company is unsuccessful could lead
to the suspension of the Company's insurance license, the orders or directives
of other states in which the Company does business or any special provisions
imposed by states in connection with the resumption of writing business, the
Company's ability to eventually commute its reinsurance agreement and to
recapture its reinsured polices and accumulated experience account balance,
whether its Corrective Action Plan will be accepted and approved by all states,
the Company's ability to meet its future risk-based capital goals, the adverse
financial impact of suspending new business sales, the Company's ability to
raise adequate capital to meet regulatory requirements and to support
anticipated growth, the Company's ability to consummate the pending Note
Exchange Offer, the cost associated with recommencing new business sales,
liquidity needs and debt obligations, the adequacy of the Company's loss
reserves and the recoverability of its unamortized deferred policy acquisition
cost asset, the Company's ability to sell insurance products in certain states,
the Company's ability to resume generating new business in all states, the
Company's ability to comply with government regulations and the requirements
which may be imposed by state regulators as a result of the Company's capital
and surplus levels, the ability of senior citizens to purchase the Company's
products in light of the increasing costs of health care, the ability of the
Company to defend itself against adverse litigation, and the Company's ability
to recapture, expand and retain its network of productive independent agents,
especially in light of the suspension of new business. For additional
information, please refer to the Company's reports filed with the Securities and
Exchange Commission.