-----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, E6jWB5avuoKhkuuZO5Xcii2fKRaKustG60vVKuyP535ZghYnmpUrtuDjrTvBaHKD 3Lb5Agy1ffhAuOv/QN5krQ== 0000912057-96-020414.txt : 19960917 0000912057-96-020414.hdr.sgml : 19960917 ACCESSION NUMBER: 0000912057-96-020414 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960830 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960916 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENN TREATY AMERICAN CORP CENTRAL INDEX KEY: 0000814181 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 231664166 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15972 FILM NUMBER: 96630847 BUSINESS ADDRESS: STREET 1: 3440 LEHIGH ST CITY: ALLENTOWN STATE: PA ZIP: 18103 BUSINESS PHONE: 2159652222 MAIL ADDRESS: STREET 2: 3440 LEHIGH STREET CITY: ALLENTOWN STATE: PA ZIP: 18103 8-K 1 8-K Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) or The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 1996 ------------------------------ PENN TREATY AMERICAN CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Pennsylvania 0-15972 23-1664166 - -------------------------------------------------------------------------------- (State or Other Juris- (Commission File (IRS Employer diction of Incorporation) Number) Identification No.) (610) 965-2222 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) 3440 Lehigh Street Allentown Pennsylvania 18103 - -------------------------------------------------------------------------------- (Address of Principal (Zip Code) Executive Offices) Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 2. Acquisition or Disposition of Assets On August 30, 1996, the Registrant consummated the merger (the "Merger") of a wholly owned subsidiary of the Registrant ("Acquisition Sub"), with and into Health Insurance of Vermont, Inc., a Vermont corporation ("HIVT"), pursuant to an Agreement and Plan of Merger entered into on March 15, 1996 and amended on May 10, 1996 (the "Merger Agreement"). Pursuant to the Merger Agreement, as amended, HIVT became a wholly owned subsidiary of the Registrant and each outstanding share of HIVT common stock was converted into $4.00 of cash and approximately .856 of a share of the Registrant's common stock. The shares of the Registrant's common stock issued to the HIVT stockholders were registered on a Registration Statement on Form S-4 filed under the Securities Act of 1933, as amended. Registrant utilized its working capital to fund the cash portion of the consideration. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements. Incorporated by reference to Registrant's Registration Statement on Form S-4 filed on May 14, 1996. (c) Exhibits. 2.1 Agreement and Plan of Merger dated as of March 15, 1996 between Penn Treaty American Corporation and Health Insurance of Vermont, Inc. (Incorporated by reference to Registrant's Current Report on Form 8-K filed on March 15, 1996). 2.2 Amendment No. 1 to Agreement and Plan of Merger between Penn Treaty American Corporation and Health Insurance of Vermont, Inc. (Incorporated by reference to Registrant's Amendment No. 1 to Registrant's Current Report on Form 8-K/A filed on May 10, 1996. 23.1 Consent of Coopers & Lybrand L.L.P. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this current report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. PENN TREATY AMERICAN CORPORATION (Registrant) /s/ A. J. Carden -------------------------------- Date: September 16, 1996 By: A. J. Carden Title: Executive Vice President EX-23.1 2 EXHIBIT 23-1 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23-1 Consent of Independent Accountants We consent to the incorporation by reference in this Form 8-K of our report, dated February 9, 1996 on our audits of financial statements of Health Insurance of Vermont, Inc. as of December 31, 1995 and 1994, and for the three years in the period ended December 31, 1995. /s/ Coopers & Lybrand L.L.P. Albany, New York September 16, 1996 -----END PRIVACY-ENHANCED MESSAGE-----