-----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, Qjwygs44uf0ppIwAS3XTfZeDEOmTwf7OucREaVMsE+wjBZIkayHWBmf1vaPqRgTz m7vAlJ+pdSBrw5rVr5rDBw== 0001104659-03-010797.txt : 20030520 0001104659-03-010797.hdr.sgml : 20030520 20030520144914 ACCESSION NUMBER: 0001104659-03-010797 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030513 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030520 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: 1934 Act SEC FILE NUMBER: 001-14681 FILM NUMBER: 03712185 BUSINESS ADDRESS: STREET 1: 3440 LEHIGH ST CITY: ALLENTOWN STATE: PA ZIP: 18103 BUSINESS PHONE: 6109652222 MAIL ADDRESS: STREET 1: 3440 LEHIGH ST CITY: ALLENTOWN STATE: PA ZIP: 18103 8-K 1 j1437_8k.htm 8-K

 

UNITED STATES

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):  May 13, 2003

 

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 7.                             Financial Statements and Exhibits.

 

                                                (c)           Exhibits.

 

                                                99.1         Press Release of Penn Treaty American Corporation dated May 13, 2003.

 

                                                99.2         Explanation of anticipated change in results of operations included in Form 12b-25 filed by Penn Treaty American Corporation on May 16, 2003.

 

Item 9.                             Regulation FD Disclosure.

 

The following information is being provided under Item 12.

 

On May 13, 2002, Penn Treaty American Corporation (the “Company”) announced its earnings expectations for the first quarter of 2003.  The Company issued a press release, dated May 13, 2002, which is furnished as an exhibit hereto and incorporated by reference herein.

 

On May 16, 2003, the Company filed a Notification of Late Filing on Form 12b-25 with respect to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2003.  The Form 12b-25 contained an explanation of the anticipated change in results of operations from the first quarter of 2002 to the first quarter of 2003 to be included in the Quarterly Report on Form 10-Q, which is furnished as an exhibit hereto and incorporated by reference herein.

 

2



 

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

 

 

 

 

May 20, 2003

 

By:

/s/ Cameron B. Waite

 

 

 

Cameron B. Waite

 

 

 

Chief Financial Officer

 

3



 

EXHIBIT INDEX

 

Number

 

Exhibit

 

 

 

 

 

99.1

 

Press Release of Penn Treaty American Corporation dated May 13, 2003.

 

 

 

 

 

99.2

 

Explanation of anticipated change in results of operations included in Form 12b-25 filed by Penn Treaty American Corporation on May 16, 2003.

 

 

4


EX-99.1 3 j1437_ex99d1.htm EX-99.1

EXHIBIT 99.1

Penn Treaty Announces 1st Quarter Earnings Expectations

ALLENTOWN, Pa., May 13 — Penn Treaty American Corporation (NYSE: PTA) today announced its expectations for first quarter net income and diluted earnings per share of $3,118,000 and $.07, respectively.  The Company’s anticipated results in the 2003 quarter include a pre-tax realized gain from its notional experience account and sales of fixed income securities of $4,381,000 or $.05 per share.

The Company has not yet finalized its first quarter, 2003, results due to its continued research, along with its independent accountant, to ensure the appropriate accounting treatment of the technical issues and valuation related to the embedded derivative within its newly-issued convertible subordinated debt.  The Company expects to conclude this research prior to the filing of its Form 10-Q for the period ended March 31, 2003.  The Company’s earnings expectations appropriately recognize all aspects of its normal operations.  The Company does not expect the resolution of these technical issues to have any material negative effect upon its financial condition or results of operations.

For the first quarter of 2002, the Company recorded a net loss of $18,777,000, representing a loss of $1.00 per diluted share.  The 2002 results included a pre-tax net loss from the Company’s notional experience account and sales of equity and fixed income securities of $11,430,000.

The Company expects premium revenue for the 2003 quarter of $83,578,000, compared to $84,236,000 in the 2002 quarter.

The Company will hold an investor conference call to discuss its results on Tuesday, May 13, 2003, at 2:00 p.m. EDT. Investors and analysts may participate by calling 1.888.428.4479.

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, 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 will not differ materially from its expectations, including, but not limited to, the outcome of its research regarding the treatment of its convertible subordinated debt.  For additional information and risks related to the Company, please refer to its reports filed with the Securities and Exchange Commission.

 


EX-99.2 4 j1437_ex99d2.htm EX-99.2

EXHIBIT 99.2

Excluding any impact recognized as a result of the Registrant’s valuation of the embedded derivative within its convertible subordinated debt the Registrant expects net income and diluted earnings per share for the period ending March 31, 2003 of $3,118,000 and $.07, respectively. The Registrant’s anticipated results in the interim period include a pre-tax realized gain from its notional experience account and sales of fixed income securities of $4,381,000.

For the interim period ended March 31, 2002, the Registrant recorded a net loss of $18,777,000, representing a loss of $1.00 per diluted share. The 2002 results included a pre-tax net loss from the Registrant’s notional experience account and sales of equity and fixed income securities of $11,430,000.

Benefits to policyholders expense was $64,167,000 for the 2003 interim period compared to $80,187,000 for the 2002 interim period.  In 2002, benefits expense was increased as a result of additional reserves maintained for an in force policy base comprised of larger benefit amounts than at the prior reported period.

Effective January 1, 2002, the Registrant amortized its remaining goodwill asset amount in connection with the adoption of Financial Accounting Standards Board Statement No. 142.  The Registrant recorded the resultant impairment of $5,151,000 as a cumulative effect of change in accounting principle as of January 1, 2002.

 


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