UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PENN TREATY AMERICAN CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
707874103
(CUSIP Number)
Alan S. Parsow with a copy to David L. Hefflinger
General Partner McGrath North Mullin
Elkhorn Partners Limited Partnership & Kratz, PC LLO
P.O. Box 818 Suite 3700 First National Tower
Elkhorn, NE 68022 Omaha, NE 68102
(402) 289-3217 (402) 341-3070
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 14, 2005
(Date of Event which Required Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box
[ ].
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
CUSIP NO. 707874103 13D Page 2 of 4 Pages
1. Name of Reporting Person SS or IRS Identification Number of Above Person
Elkhorn Partners Limited Partnership / 47-0721875
2. Check the Appropriate Box if a Member of a Group
/X/ (a) / / (b)
3. SEC Use Only
4. Source of Funds
WC
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
/ /
6. Citizenship or Place of Organization
Nebraska
7. Sole Voting Power
1,408,729 Shares
Number of
Shares 8. Shared Voting Power
Beneficially
Owned by 0
Reporting
Person 9. Sole Dispositive Power
With
1,408,729 Shares
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,408,729 Shares
12. Check Box if Aggregate Amount in Row 11 Excludes Certain Shares
/ /
13. Percent of Class Represented by Amount in Row 11
Approximately 8.9% of voting securities
14. Type of Reporting Person
PN
CUSIP NO. 707874103 13D Page 3 of 4 Pages
ITEM 1. SECURITY AND ISSUER.
The securities to which this Schedule 13D relates are shares of common
stock of Penn Treaty American Corporation ("Penn Treaty"), whose principal
executive offices are located at 3440 Lehigh Street, Allentown, PA 18103.
Elkhorn Partners Limited Partnership (the "Partnership") is the entity making
this filing.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c), (f) This Schedule 13D is being filed by the Partnership. The sole
general partner of the Partnership is Alan S. Parsow, 2222 Skyline Drive,
Elkhorn, Nebraska 68022. The business of the Partnership consists of the buying
and selling, for the account of the Partnership, of stocks, bonds and other
securities, commodities, property and investments. Mr. Parsow is a United States
citizen.
(d)-(e) Neither the Partnership nor Mr. Parsow has during the last five
years been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation of such law.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Partnership has acquired Penn Treaty common stock through open market
purchases. The purchase price was obtained from the Partnership's working
capital and from margin account borrowings from brokers.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Partnership has acquired the Penn Treaty common stock as an investment.
The Partnership intends to review on a continuing basis its investment in the
Penn Treaty common stock, Penn Treaty's business affairs and financial
condition, as well as conditions in the securities markets and general economic
and industry conditions. The Partnership may purchase additional Penn Treaty
common stock either in the open market, in privately-negotiated transactions, or
otherwise. Additionally, the Partnership may dispose of the Penn Treaty common
stock it presently owns or hereafter acquires either in the open market, in
privately negotiated transactions, or otherwise. In addition, the Partnership
reserves the right to take such other action in respect of its investment in the
Penn Treaty common stock as it may deem appropriate in light of the
circumstances existing from time to time, including, without limitation, seeking
representation on the board of directors of Penn Treaty or taking other steps
with management designed to enhance shareholder value.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)(b) As of September 27, 2005, the Partnership owns 1,408,729 shares of
Penn Treaty common stock, which includes 492,300 shares of Penn Treaty common
stock and 916,429 shares of Penn Treaty common stock issuable upon conversion of
the Penn Treaty convertible subordinated notes held by the Partnership. The Penn
Treaty Form 10-Q for the quarter ended June 30, 2005 reported that there were
outstanding 15,001,164 shares of Penn Treaty common stock as of September 22,
2005. Based on this number and conversion of the Penn Treaty convertible
subordinated notes held by the Partnership, the Partnership owns approximately
8.9% of the Penn Treaty common stock.
(c) During the past 60 days, the Partnership purchased 205,300 shares of
Penn Treaty common stock, in open market transactions, at prices ranging from
$8.25 to $10.57 per share.
CUSIP NO. 707874103 13D Page 4 of 4 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Neither the Partnership nor Mr. Parsow has any contract, arrangement,
understanding or relationship with any other person with respect to any
securities of Penn Treaty including the transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
DATED: September 28, 2005
Elkhorn Partners Limited Partnership
/s/ Alan S. Parsow
By:________________________________
Alan S. Parsow
General Partner