-----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, ACSLkGI4ZUZkaBYbHGgEMkPm3ogwHa5MkAz76NbjPjKOJXSQW+p99XUPO8U9gnIR KpSYLP918XOyVWrs7n1V+g== 0000912057-96-029176.txt : 19961216 0000912057-96-029176.hdr.sgml : 19961216 ACCESSION NUMBER: 0000912057-96-029176 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961107 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961213 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: 96680341 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 FORM 8-K 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) November 7, 1996 ---------------- PENN TREATY AMERICAN CORPORATION (Exact name of Registrant as specified in its charter) PENNSYLVANIA 0-15972 23-1664166 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) Number) 3440 LEHIGH STREET, ALLENTOWN PENNSYLVANIA 18103 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (610) 965-2222 -------------- Item 5. OTHER INFORMATION. On November 7, 1996, the Registrant announced that it planned to offer $60,000,000 aggregate principal amount (plus up to an additional $9,000,000 aggregate principal amount solely to cover over-allotments) of its Convertible Subordinated Notes due 2003 through initial purchasers (i) in the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Act") and to institutional "accredited investors" as defined in the Act and (ii) outside the United States in reliance on Regulation S under the Act. On November 21, 1996, the Registrant announced that it entered into a purchase agreement providing for the sale of $65,000,000 aggregate principal amount of 6-1/4% Convertible Subordinated Notes due December 1, 2003 (the "Notes") and that the Registrant granted to the initial purchasers an option to purchase up to an additional $9,750,000 principal amount of the Notes solely to cover over-allotments. The Registrant also announced that the Notes were being offered through initial purchasers (i) in the United States only to qualified institutional buyers in reliance on Rule 144A under the Act and to a limited number of institutional "accredited investors" as defined in the Act and (ii) outside the United States in reliance on Regulation S under the Act. On November 26, 1996, the Registrant sold $74,750,000 ($65,000,000 plus $9,750,000 pursuant to the exercise of the over-allotment option granted to the initial purchasers) aggregate principal amount of the Notes to the initial purchasers. The entire text of the Registrant's press releases is incorporated by reference herein and copies of the press releases have been filed as exhibits to this report. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. 99.1 Press Release dated November 7, 1996 99.2 Press Release dated November 21, 1996 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PENN TREATY AMERICAN CORPORATION Date: December 13, 1996 By: /s/ A. J. Carden ---------------- A. J. Carden Executive Vice President EXHIBIT INDEX Sequentially Numbered Exhibit No. Description Page - ----------- ----------- ------------ 99.1 Press Release dated November 7, 1996 99.2 Press Release dated November 21, 1996 EX-99.1 2 EXHIBIT 99.1 EXHIBIT 99.1 PTAC ANNOUNCES $60,000,000 CONVERTIBLE NOTE ISSUE ALLENTOWN, PA. . . November 7, 1996. . .Penn Treaty American Corporation (Nasdaq: PTAC) today announced that it plans to offer $60,000,000 aggregate principal amount of Convertible Subordinated Notes due 2003 (the "Notes"). The Company will grant to the initial purchasers the option to purchase up to an additional $9,000,000 principal amount of the Notes solely to cover over-allotments. The Notes will be convertible into shares of Common Stock of the Company at a fixed conversion price per share to be determined, subject to adjustment in certain circumstances. The Notes will be redeemable by the Company at declining redemption prices commencing in November 1999. The purpose of the proposed offering is to provide funds to support future growth. The Company intends to register the Notes and the underlying Common Stock within 90 days of the first issuance of the Notes. The Notes will be offered through initial purchasers in the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Act") and to a limited number of institutional "accredited investors" as defined in the Act. The remainder of the Notes will be offered by the initial purchasers outside the United States in reliance on Regulation S under the Act. The Notes issued and sold in reliance on Rule 144A are expected to be eligible for trading on the PORTAL Market of the National Association of Securities Dealers, Inc. THE NOTES AND THE UNDERLYING COMMON STOCK OFFERED HAVE NOT BEEN REGISTERED UNDER THE ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS. Penn Treaty American Corporation is one of the leading providers of long-term nursing home and home health care insurance. The Company markets its products primarily to persons age 65 and over through independent agents. CONTACT: Penn Treaty American Corporation Cameron B. Waite, Chief Financial Officer (800) 222-3469 EX-99.2 3 EXHIBIT 99.2 EXHIBIT 99.2 PENN TREATY ANNOUNCES OFFERING OF CONVERTIBLE SUBORDINATED NOTES ALLENTOWN, PA. . . November 21, 1996. . .Penn Treaty American Corporation (Nasdaq: PTAC) today announced that it has entered into a purchase agreement providing for the sale of $65,000,000 aggregate principal amount of 6-1/4% Convertible Subordinated Notes due December 1, 2003 (the "Notes"). The Company has granted to the initial purchasers an option to purchase up to an additional $9,750,000 principal amount of the Notes solely to cover over-allotments. The Notes will be convertible into shares of Common Stock of the Company at a fixed conversion price per share equal to $28.44, subject to adjustment in certain circumstances. The Notes will be redeemable by the Company at declining redemption prices commencing in December 1999. The purpose of the offering is to provide funds to support future growth. The Company intends to issue the Notes on November 26, 1996 and to register the Notes and the underlying Common Stock within 90 days of the first issuance of the Notes. The Notes are being offered through initial purchasers in the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Act") and to a limited number of institutional "accredited investors" as defined in the Act. The remainder of the Notes are being offered by the initial purchasers outside the United States in reliance on Regulation S under the Act. The Notes issued and sold in reliance on Rule 144A are expected to be eligible for trading on the PORTAL Market of the National Association of Securities Dealers, Inc. THE NOTES AND THE UNDERLYING COMMON STOCK OFFERED HAVE NOT BEEN REGISTERED UNDER THE ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS. Penn Treaty American Corporation is one of the leading providers of long-term nursing home and home health care insurance. The Company markets its products primarily to persons age 65 and over through independent agents. CONTACT: Penn Treaty American Corporation Cameron B. Waite, Chief Financial Officer (800) 222-3469 Ballard Spahr Andrews & Ingersoll Letterhead Appears Here December 13, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Penn Treaty American Corporation File No. 0-15972 -------------------------------- Dear Sir or Madam: Transmitted herewith for filing is the Current Report on Form 8-K of Penn Treaty American Corporation dated December 13, 1996. Sincerely, /s/ Susan Sudick Colton Susan Sudick Colton -----END PRIVACY-ENHANCED MESSAGE-----