SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
Amendment No. 1 to
FORM T-3
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939
PENN TREATY AMERICAN CORPORATION
(Name of applicant)
3440 Lehigh Street
Allentown, PA 18103
(Address of principal executive offices)
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SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED
TITLE OF CLASS AMOUNT
-------------- ------
6 1/4% Convertible Subordinated Notes due 2008 $74,750,000
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Approximate date of proposed public offering: As soon as
practicable after the date of effectiveness of this
Application for Qualification.
William W. Hunt
President and Chief Operating Officer
Penn Treaty American Corporation
3440 Lehigh Street
Allentown, PA 18103
(name and address of agent for service)
with a copy to:
Justin P. Klein, Esquire
Ballard Spahr Andrews and Ingersoll, LLP
1735 Market Street, 51st Floor
Philadelphia, PA 19103
-----------------------------------------
The applicant hereby amends this application for qualification on such
date or dates as may be necessary to delay its effectiveness until: (i) the
20th day after the filing of a further amendment which specifically states
that it shall superseded this amendment; or (ii) such date as the Securities
and Exchange Commission, acting pursuant to Section 307(c) of the Trust
Indenture Act of 1939, may determine upon the written request of the applicant.
GENERAL
1. General Information.
(a) Form of organization: Corporation
(b) State under the laws of which organized: Pennsylvania
2. Securities Act exemption applicable.
Upon the terms set forth in an Offering Circular dated August 28, 2002
and the related Letter of Transmittal (which together constitute the "Exchange
Offer"), Penn Treaty American Corporation (the "Company") is offering to
exchange up to $74.75 million principal amount of the Company's 6 1/4%
Convertible Subordinated Notes due 2008 (the "Exchange Notes") for up to all of
the outstanding principal amount of the Company's 6 1/4% Convertible
Subordinated Notes due 2003 (the "Subordinated Notes"). The Company will extend
the Exchange Offer to each holder of its outstanding Subordinated Notes if the
notes are validly tendered and not withdrawn in the Exchange Offer.
The Company has engaged Philadelphia Brokerage Corporation for
consulting services in connection with the Company's recapitalization but not
to solicit the exchange of Subordinated Notes in the Exchange Offer.
The Company is making the Exchange Offer in reliance on the
exemption from the registration requirements of the Securities Act of 1933,
as amended (the "Securities Act"), afforded by Section 3(a)(9) thereof. The
Company has not paid or given, and will not pay or give, directly or
indirectly, any commission or other remuneration to any broker, dealer,
salesman or other person for soliciting tenders of Subordinated Notes.
AFFILIATIONS
3. Affiliates.
To the Company's knowledge, item 5 of this Application sets forth the
name and address of the only shareholder of the Company holding 10% or more
of the Company's voting securities as of August 26, 2002.
The following list sets forth the relationship among the Company and
all of its principal direct and indirect subsidiaries as of August 27, 2002.
Each of the entities listed under A through E below is a wholly-owned subsidiary
of the Company. Indirect subsidiaries are indented and listed under their direct
parent corporations. American Network Insurance Company, a subsidiary of Penn
Treaty Network American Insurance Company, currently beneficially owns
approximately 2.5% of the outstanding Common Stock of the Company.
A. Senior Financial Consultants Company
B. Penn Treaty Network America Insurance Company
American Network Insurance Company
Network Insurance Senior Health Division
C. American Independent Network Insurance Company of New York
D. United Insurance Group Agency
E. Penn Treaty (Bermuda) Ltd.
MANAGEMENT AND CONTROL
4. Directors and Executive Officers. The following table sets forth the
name and office of all directors and executive officers of the Company as of
August 27, 2002. The address of each director and executive officer is c/o Penn
Treaty American Corporation, 3440 Lehigh Street, Allentown, PA 18103.
Irving Levit Founder, Chairman of the Board, Director, Chief Executive Officer
William W. Hunt President, Chief Operating Officer
Cameron B. Waite Executive Vice President, Chief Financial Officer
A.J. Carden Executive Vice President, Director
Michael F. Grill Treasurer, Comptroller, Director
Jim Heyer Senior Vice President, Risk Management
Jack Baum Vice President of Agency Management, Director
Alexander M. Clark Director
Francis R. Grebe Director
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Gary E. Hindes Director
Matthew W. Kaplan Director
Domenic P. Stangherlin Director
5. PRINCIPAL OWNERS OF VOTING SECURITIES. The following table sets forth,
as of August 26, 2002, the security ownership of each person who was known by
the Company to beneficially own 10% or more of the voting securities of the
Company.
TITLE PERCENTAGE OF
NAME AND COMPLETE OF CLASS AMOUNT VOTING
MAILING ADDRESS OWNED OWNED SECURITIES OWNED
------------------------ ------------ ------------ ----------------
Irving Levit Common Stock 2,451,895(1) 12.3%
c/o Penn Treaty American
Corporation
3440 Lehigh Street
Allentown, PA 18103
(1) Includes 46,350 shares held by a private foundation of which Mr. Levit
is an officer and director, 45,007 shares held by Mr. Levit as trustee
of a retirement account, 147,167 shares held by Mr. Levit as co-trustee
of an irrevocable trust for Mr. Levit's children and exercisable
options to purchase 241,455 shares of Common Stock. Shares of Common
Stock subject to options currently exercisable or exercisable within 60
days of August 27, 2002 are deemed outstanding for computing the
percentage beneficially owned by Mr. Levit. Excludes 46,000 shares held
by Mr. Levit's wife as to which he disclaims beneficial ownership and
59,233 shares held by other family members as to which he also
disclaims beneficial ownership.
UNDERWRITERS
6. Underwriters.
(a) Persons acting as underwriters within the last three years:
None.
(b) Not applicable.
CAPITAL SECURITIES
7. Capitalization.
(a) The following table sets forth, as of August 26, 2002, certain
information as to each authorized class of securities of the Company:
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Col. A. Col. B Col. C
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
--------------------------- ---------------------- ----------------------
Common Stock, par value 40,000,000 19,907,737
$0.10 per share (1)(2)
Preferred Stock (1)(3) 5,000,000 0
6 1/4% Convertible $74,750,000 $74,750,000 (4)
Subordinated Notes due 2003
(1) In February 2002, Penn Treaty received the approval of the
Pennsylvania Insurance Department of a Corrective Action Plan
for two of the Company's subsidiaries, Penn Treaty Network
America Insurance Company and American Network Insurance
Company. As a result, the Company has recommenced sales of its
long-term care insurance products in Pennsylvania and 25 other
states. The principal component of the Corrective Action Plan
was a Reinsurance Agreement with Centre Solutions (Bermuda),
Limited, a subsidiary of Zurich Financial Services Group,
pursuant to which Centre Solutions agreed to reinsure 100% of
the long-term care insurance policies of Penn Treaty Network
America Insurance Company and American Network Insurance
Company currently in-force, subject to an aggregate limit of
liability.
In connection with the Reinsurance Agreement, the Company
granted Centre Solutions four tranches of warrants to purchase
a total of 5,000,000 shares of convertible Preferred Stock,
three tranches of which are immediately exercisable and one
tranche that only becomes exercisable if the Company does not
commute the reinsured business on December 31, 2007. The
Convertible Preferred Stock issued upon exercise of the
warrants would represent approximately 35% of the outstanding
Common Stock after conversion.
(2) The holders of Common Stock are entitled to one vote per share
on all matters to be voted upon by the shareholders.
(3) The holders of the Preferred Stock have no right to vote in
any election of directors of the Company or any other matters.
(4) Convertible into Common Stock at $28.44 per share.
INDENTURE SECURITIES
8. Analysis of Indenture Provisions.
The Exchange Notes will be issued under the terms of an indenture to be
entered into between the Company and Wells Fargo Bank Minnesota, N.A., as
trustee (the "Indenture"). The
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following is an analysis of the Indenture provisions required under Section
305(a)(2) of the Trust Indenture Act of 1939, as amended:
(A) Events of Default; Withholding of Notice of Default.
Pursuant to the Indenture, an "Event of Default" will occur
if:
(a) default in the payment of the principal of or
premium, if any, on the Notes when due at maturity,
upon redemption or otherwise, including failure by the
Company to purchase the notes when required; or
(b) default in the payment of any installment of
interest on the Notes as and when the same shall become
due and payable, and continuance of such default for a
period of 30 days; or
(c) a failure on the part of the Company to duly
observe or perform any other covenants or agreements on
the part of the Company in the Indenture (other than a
default in the performance or breach of a covenant or
agreement that is specifically dealt with elsewhere in
this Section) that continues for a period of 90 days
after the date on which written notice of such failure,
requiring the Company to remedy the same, shall have
been given to the Company by the Trustee, or to the
Company and a responsible officer of the Trustee, by
the holders of at least 25% in aggregate principal
amount of the notes at the time outstanding; or
(d) an event of default occurs under any mortgage,
indenture or instrument under which there may be issued
or by which there may be secured or evidenced any
indebtedness for money borrowed by the Company or any
of its subsidiaries (or the payment of which is
guaranteed by the Company or any of its Subsidiaries),
whether such indebtedness or guarantee now exists or
shall be created after the date hereof, which default
(i) is caused by a failure to pay principal or interest
on such indebtedness prior to the expiration of the
grace period provided in such indebtedness (a "Payment
Default") or (ii) results in the acceleration of such
indebtedness prior to its expressed maturity and, in
each case, the principal amount of such indebtedness,
together with the principal amount of any other such
indebtedness under which there has been a Payment
Default or the maturity of which has been so
accelerated, aggregates $10,000,000 or more; or
(e) final judgments or decrees shall be entered by a
court of competent jurisdiction against the Company or
any of its subsidiaries involving liabilities of
$25,000,000 or more (singly or in the aggregate) (after
deducting the portion of such liabilities accepted by a
reputable insurance company) and such final judgments
or decrees shall not have been vacated, discharged,
satisfied or stayed pending appeal within 60 days from
the entry thereof; or
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(f) the Company shall commence a voluntary case or
other proceeding seeking liquidation, reorganization or
other relief with respect to itself or its debts under
any bankruptcy, insolvency or other similar law now or
hereafter in effect, or seeking the appointment of a
trustee, receiver, liquidator, custodian or other
similar official of it or any substantial part of its
property, or shall consent to any such relief or to the
appointment of or taking possession by any such
official in an involuntary case or other proceeding
commenced against it or shall make a general assignment
for the benefit of creditors or shall fail generally to
pay its debts as they become due; or
(g) an involuntary case or other proceeding shall be
commenced against the Company seeking liquidation,
reorganization or other relief with respect to it or
its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator,
custodian or other similar official of it or any
substantial part of its property, and such involuntary
case or other proceeding shall remain undismissed and
unstayed for a period of 60 consecutive days;
then, and in each and every such case (other than an
Event of Default specified in (f) or (g)), unless the
principal of all of the Notes shall have already become
due and payable, either the Trustee or the holders of
not less than 25% in aggregate principal amount of the
notes then outstanding, by notice in writing to the
Company (and to the Trustee if given by noteholders),
may declare the principal of, premium, if any, on the
notes and the interest accrued thereon to be due and
payable immediately, and upon any such declaration the
same shall become and shall be immediately due and
payable, anything in the Indenture or in the notes
contained to the contrary notwithstanding. If an Event
of Default specified in (f) or (g) occurs and is
continuing, the principal of all the notes and the
interest accrued thereon shall be immediately due and
payable. The foregoing provision is subject to the
conditions that if, at any time after the principal of
the notes shall have been so declared due and payable,
and before any judgment or decree for the payment of
the monies due shall have been obtained or entered as
hereinafter provided, the Company shall pay or shall
deposit with the Trustee a sum sufficient to pay all
matured installments of interest upon all notes and the
principal of and premium, if any, on any and all notes
that shall have become due otherwise than by
acceleration (with interest on overdue installments of
interest (to the extent that payment of such interest
is enforceable under applicable law) and on such
principal and premium, if any, at the rate borne by the
notes, to the date of such payment or deposit) and
amounts due to the Trustee, and if any and all defaults
under this Indenture, other than the nonpayment of
principal of, premium, if any, and accrued interest on
notes that shall have become due by acceleration, shall
have been cured or waived, then and in every such case
the holders of a majority in aggregate principal amount
of the notes then outstanding, by written notice to the
Company and to the Trustee, may waive all defaults or
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Events of Default and rescind and annul such
declaration and its consequences; but no such waiver or
rescission and annulment shall extend to or shall
affect any subsequent default or Event of Default, or
shall impair any right consequent thereto. The Company
shall notify a responsible officer of the Trustee,
promptly upon becoming aware thereof, of any Event of
Default.
In case the Trustee shall have proceeded to enforce any
right under this Indenture and such proceedings shall
have been discontinued or abandoned because of such
waiver or rescission and annulment or for any other
reason or shall have been determined adversely to the
Trustee, then and in every such case the Company, the
holders of notes and the Trustee shall be restored
respectively to their several positions and rights
hereunder, and all rights, remedies and powers of the
Company, the holders of notes and the Trustee shall
continue as though no such proceeding had been taken.
The Trustee shall, within 90 days after the occurrence
of a default, mail to all noteholders, as the names and
addresses of such holders appear upon the note
register, notice of all defaults of which a responsible
officer has actual knowledge, unless such defaults
shall have been cured or waived before the giving of
such notice; provided that, except in the case of
default in the payment of the principal of, premium, if
any, or interest on any of the Notes, the Trustee shall
be protected in withholding such notice if and so long
as a responsible officer of the Trustee in good faith
determine that the withholding of such notice is in the
interests of the noteholders.
(B) Authentication and Delivery; Application of Proceeds.
Pursuant to the Indenture, the Trustee may appoint an
authenticating agent that shall be authorized to act on its
behalf and subject to its direction in the authentication and
delivery of notes in connection with the original issuance
thereof and transfers and exchanges of notes as fully to all
intents and purposes as though the authenticating agent had
been expressly authorized by this Indenture and those sections
to authenticate and deliver notes. For all purposes of the
Indenture, the authentication and delivery of notes by the
authenticating agent shall be deemed to be authentication and
delivery of such Notes "by the Trustee" and a certificate of
authentication executed on behalf of the Trustee by an
authenticating agent shall be deemed to satisfy any
requirement in the Indenture or in the notes for the Trustee's
certificate of authentication. Such authenticating agent shall
at all times be a person eligible to serve as Trustee.
There will be no proceeds from the issuance of the
Subordinated Notes.
(C) Release or Release and Substitution of Property Subject to the
Lien of the Indenture.
The Subordinated Notes are not secured by any assets of the
Company.
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(D) Satisfaction and Discharge.
Pursuant to the Indenture:
(I) (a) The Company may, at its option by board
resolution, at any time, with respect to the notes, elect to
have either paragraph (b) or paragraph (c) below be applied to
the outstanding notes upon compliance with the conditions set
forth in paragraph (d).
(b) Upon the Company's exercise under paragraph (a) of the
option applicable to this paragraph (b), the Company shall be
deemed to have been released and discharged from its
obligations with respect to the outstanding notes on the date
the conditions set forth in paragraph (d) below are satisfied
(hereinafter, "legal defeasance"). For this purpose, such
legal defeasance means that the Company shall be deemed to
have paid and discharged the entire indebtedness represented
by the outstanding notes, which shall thereafter be deemed to
be "outstanding" only for the purposes of the sections of and
matters under this Indenture referred to in clauses (i) and
(ii) below and to have satisfied all its other obligations
under such notes and this Indenture insofar as such notes are
concerned, except for the following, which shall survive until
otherwise terminated or discharged hereunder: (i) the rights
of holders of outstanding notes to receive solely from the
trust fund described in paragraph (d) below and as more fully
set forth in such paragraph, payments in respect of the
principal of, premium, if any, and interest on such Notes when
such payments are due and (ii) continuing obligations under
the Indenture.
(c) Upon the Company's exercise under paragraph (a) of the
option applicable to this paragraph (c), the Company shall be
released and discharged from its obligations under any
covenant contained in the Indenture with respect to the
outstanding Notes on and after the date the conditions set
forth in paragraph (d) are satisfied (hereinafter, "covenant
defeasance"), and the notes shall thereafter be deemed to be
not "outstanding" for the purpose of any direction, waiver,
consent or declaration or act of holders (and the consequences
of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes
hereunder. For this purpose, such covenant defeasance means
that, with respect to the outstanding notes, the Company may
omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason
of any reference in any such covenant to any other provision
herein or in any other document, and such omission to comply
shall not constitute a Default or an Event of Default under
(A), but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby.
(d) The following shall be the conditions to application of
either paragraph (b) or paragraph (c) above to the outstanding
Notes:
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(i) The Company shall have irrevocably deposited in
trust with the Trustee, pursuant to an irrevocable trust and
security agreement in form and substance satisfactory to the
Trustee, cash or non-callable U.S. government obligations
maturing as to principal and interest at such times, or a
combination thereof, in such amounts as are sufficient,
without consideration of the reinvestment of such interest and
after payment of all federal, state and local taxes or other
charges or assessments in respect thereof payable by the
Trustee, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written
certification thereof (in form and substance reasonably
satisfactory to the Trustee) delivered to the Trustee, to pay
the principal of, premium, if any, and interest on the
outstanding notes on the dates on which any such payments are
due and payable in accordance with the terms of the Indenture
and of the notes as well as all other sums payable hereunder
by the Company;
(ii) (a) No Event of Default shall have occurred or
be continuing on the date of such deposit, and (b) no Default
or Event of Default under (A)(f) or (A)(g) above shall occur
on or before the 123rd day after the date of such deposit;
(iii) Such deposit shall not result in a Default
under the Indenture or a breach or violation of, or
constitute a default under, any other instrument or agreement
to which the Company is a party or by which it or its property
is bound;
(iv) In the case of a legal defeasance under
paragraph (b) above, the Company shall have delivered
to the Trustee an opinion of counsel in form and substance
reasonably satisfactory to the Trustee stating that (A) the
Company has received from, or there has been published by,
the Internal Revenue Service a ruling applicable to such a
defeasance or (B) since the date of the Indenture, there
has been a change in the applicable federal income tax law,
in either case to the effect that, and based thereon such
opinion shall confirm that, the holders of the notes shall
not recognize income, gain or loss for federal income tax
purposes as a result of such deposit, defeasance and
discharge and shall be subject to federal income tax on the
same amounts and in the same manner and at the same times
as would have been the case if such deposit, defeasance and
discharge had not occurred; and, in the case of a covenant
defeasance under paragraph (c) above, the Company shall
have delivered to the Trustee an officer's certificate and
an opinion of counsel, in form and substance reasonably
satisfactory to the Trustee, to the effect that holders
of the notes shall not recognize income, gain or loss
for federal income tax purposes as a result of such deposit
and defeasance and shall be subject to federal income tax on
the same amounts and in the same manner and at the same times
as would have been the case if such deposit and defeasance had
not occurred;
(v) The holders shall have a perfected security
interest under applicable law in the cash or U.S. government
obligations deposited pursuant to subsection (d) above;
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(vi) The Company shall have delivered to the Trustee
an opinion of counsel, in form and substance reasonably
satisfactory to the Trustee, to the effect that, after the
passage of 123 days following the deposit, the trust funds
shall not be subject to any applicable bankruptcy, insolvency,
reorganization or similar law affecting creditors' rights
generally;
(vii) Such defeasance shall not cause the Trustee to
have a conflicting interest with respect to any securities of
the Company; and
(viii) The Company shall have delivered to the
Trustee an officers' certificate and an opinion of counsel
in form and substance reasonably satisfactory to the
Trustee, each stating that all conditions precedent
specified herein relating to the defeasance contemplated
by this Section have been complied with;
provided, that no deposit under clause (i) shall be effective
to terminate the obligations of the Company under the notes or
this Indenture prior to the passage of 123 days following such
deposit.
(II) In addition to the Company's rights under the Section
above, the Company may terminate all of its obligations under
the Indenture when:
(a) (i) all notes theretofore authenticated and
delivered (other than Notes that have been destroyed, lost or
stolen and that have been replaced, converted or paid as have
been delivered to the Trustee for cancellation; and
(ii) the Company has paid or caused to be paid all
other sums payable hereunder and under the notes by the
Company; or
(b) (i) the notes not previously delivered to the
Trustee for cancellation shall have become due and payable or
are by their terms to become due and payable within one year
or are to be called for redemption under arrangements
satisfactory to the Trustee upon delivery of notice,
(ii) the Company shall have irrevocably deposited
with the Trustee, as trust funds, cash, in an amount
sufficient to pay principal of premium, if any, and interest
on the outstanding notes, to maturity or redemption, as the
case may be,
(iii) such deposit shall not result in a breach or
violation of, or constitute a default under, any agreement or
instrument pursuant to which the Company is a party or by
which it or its property is bound and (iv) the Company has
delivered to the Trustee an officers' certificate and an
Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee, each stating that all conditions
related to such defeasance have been complied with.
After (i) the conditions of Section (I) or (II) above have
been satisfied, (ii) the Company has paid or caused to be paid
all other sums payable hereunder by the Company and (iii) the
Company has delivered to the Trustee an officers' certificate
and an opinion of counsel, each stating that all conditions
precedent
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referred to in clause (i) above relating to the satisfaction
and discharge of this Indenture have been complied with, the
Trustee upon written request shall acknowledge in writing the
discharge of the Company's obligations under the Indenture
except for those surviving obligations.
(E) Evidence to be Furnished to the Trustee as to Compliance with
Conditions and Covenants.
Pursuant to the Indenture, The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year of
the Company an officers' certificate stating whether or not to
the best knowledge of the signers thereof the Company is in
compliance (without regard to periods of grace or notice
requirements) with all conditions and covenants under the
Indenture, and if the Company shall not be in compliance,
specifying such non-compliance and the nature and status
thereof of which such signer may have knowledge. The Company
shall file with the Trustee written notice of the occurrence
of any default or Event of Default within ten days of its
becoming aware of any such default or Event of Default.
9. Other obligors. None.
----------------------------------------------
Contents of application for qualification. This application for
qualification comprises:
(a) Pages numbered 1 to 12, consecutively;
(b) The statement of eligibility and qualification of Wells Fargo
Bank Minnesota, N.A., as trustee, on Form T-1 under the
indenture to be qualified; and
(c) The following attached exhibits in addition to those filed as
a part of the statement of eligibility and qualification of
the trustee.
Exhibit T3A.1 Restated and Amended Certificate of Incorporation of Penn
Treaty American Corporation. (1)
Exhibit T3A.2 Amendment to Restated and Amended Certificate of Incorporation
of Penn Treaty American Corporation.(2)
Exhibit T3A.3 2nd Amendment to Restated and Amended Certificate of
Incorporation of Penn Treaty American Corporation.*
Exhibit T3A.4 Statement with Respect to Shares, amending Restated
and Amended Certificate of Incorporation of Penn
Treaty American Corporation, as amended.*
Exhibit T3B Amended and Restated By-laws of Penn Treaty American
Corporation, as amended. (3)
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Exhibit T3C Indenture to be entered into between Penn Treaty American
Corporation and Wells Fargo Bank Minnesota, N.A., as trustee.
(4)
Exhibit T3D Not applicable.
Exhibit T3E.1 Offering Circular dated August 28, 2002. (4)
Exhibit T3E.2 Letter of Transmittal dated August 28, 2002. (4)
Exhibit T3E.3 Letter to Clients dated August 28, 2002. (4)
Exhibit T3E.4 Letter to Broker-Dealers dated August 28, 2002. (4)
Exhibit T3E.5 Notice of Guaranteed Delivery dated August 28, 2002. (4)
Exhibit 3F A cross reference sheet showing the location in the Indenture
of the provisions inserted therein pursuant to Sections 310
through 318(a), inclusive, of the Trust Indenture Act of 1939,
as amended.*
* Filed herewith
(1) Incorporated by reference to Exhibit 3.1 of Penn Treaty American
Corporation's Registration Statement on Form S-1 (File No. 033-92690).
(2) Incorporated by reference to Exhibit 3.1(b) to Penn Treaty American
Corporation's Registration Statement on Form S-3 (File No. 333-22125).
(3) Incorporated by reference to Exhibit 3.2 to Penn Treaty American
Corporation's Registration Statement on Form S-3 (File No. 333-22125).
(4) Incorporated by reference to Penn Treaty American Corporation's
Schedule TO filed on August 28, 2002.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
applicant, PENN TREATY AMERICAN CORPORATION., a corporation organized and
existing under the laws of Pennsylvania, has duly caused this amendment No. 1
to the application to be signed on its behalf by the undersigned, thereunto
duly authorized, and its seal to be hereunto affixed and attested, all in
Allentown, and the Commonwealth of Pennsylvania, on the 5th day of September,
2002.
(SEAL) PENN TREATY AMERICAN CORPORATION.
By /s/ William W. Hunt
--------------------------------
William W. Hunt
President and Chief Operating Officer
Attest:
By: /s/ Cameron B. Waite
--------------------------------
Cameron B. Waite
Executive Vice President
and Chief Financial Officer
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
-----------------------------
_____ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b) (2)
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A U.S. NATIONAL BANKING ASSOCIATION 41-1592157
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national Identification No.)
bank)
SIXTH STREET AND MARQUETTE AVENUE
Minneapolis, Minnesota 55479
(Address of principal executive offices) (Zip code)
Stanley S. Stroup, General Counsel
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
(612) 667-1234
(Name, address and telephone number of agent for service)
-----------------------------
PENN TREATY AMERICAN CORPORATION
(Exact name of obligor as specified in its charter)
PENNSYLVANIA 23-1664166
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3440 LEHIGH STREET
ALLENTOWN, PA 18103
(Address of principal executive offices) (Zip code)
-----------------------------
UNSECURED DEBT SECURITIES
(Title of the indenture securities)
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Item 1. GENERAL INFORMATION. Furnish the following information as to the
trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
Comptroller of the Currency
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
The Board of Governors of the Federal Reserve System
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust
powers.
The trustee is authorized to exercise corporate trust
powers.
Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the
trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is
not in default as provided under Item 13.
Item 15. FOREIGN TRUSTEE. Not applicable.
Item 16. LIST OF EXHIBITS. List below all exhibits filed as a part of
this Statement of Eligibility. Wells Fargo
Bank incorporates by reference into this
Form T-1 the exhibits attached hereto.
Exhibit 1. a. A copy of the Articles of Association of the
trustee now in effect.**
Exhibit 2. a. A copy of the certificate of authority of
the trustee to commence business issued June
28, 1872, by the Comptroller of the Currency
to The Northwestern National Bank of
Minneapolis.*
b. A copy of the certificate of the Comptroller
of the Currency dated January 2, 1934,
approving the consolidation of The
Northwestern National Bank of Minneapolis
and The Minnesota Loan and Trust Company of
Minneapolis, with the surviving entity being
titled Northwestern National Bank and Trust
Company of Minneapolis.*
c. A copy of the certificate of the Acting
Comptroller of the Currency dated January
12, 1943, as to change of corporate title of
Northwestern National Bank and Trust Company
of Minneapolis to Northwestern National Bank
of Minneapolis.*
d. A copy of the letter dated May 12, 1983 from
the Regional Counsel, Comptroller of the
Currency, acknowledging receipt of notice of
name change effective May 1, 1983 from
Northwestern National
Bank of Minneapolis to Norwest Bank
Minneapolis, National Association.*
e. A copy of the letter dated January 4, 1988
from the Administrator of National Banks for
the Comptroller of the Currency certifying
approval of consolidation and merger
effective January 1, 1988 of Norwest Bank
Minneapolis, National Association with
various other banks under the title of
"Norwest Bank Minnesota, National
Association."*
f. A copy of the letter dated July 10, 2000
from the Administrator of National Banks for
the Comptroller of the Currency certifying
approval of consolidation effective July 8,
2000 of Norwest Bank Minnesota, National
Association with various other banks under
the title of "Wells Fargo Bank Minnesota,
National Association."***
Exhibit 3. A copy of the authorization of the trustee to
exercise corporate trust powers issued January 2,
1934, by the Federal Reserve Board.*
Exhibit 4. Copy of By-laws of the trustee as now in effect.**
Exhibit 5. Not applicable.
Exhibit 6. The consent of the trustee required by Section 321(b)
of the Act.
Exhibit 7. A copy of the latest report of condition of the
trustee published pursuant to law or the requirements
of its supervising or examining authority is filed in
paper format pursuant to Form SE, filed with the
Securities and Exchange Commission on or about August
26, 2002.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
* Incorporated by reference to exhibit number 25 filed with
registration statement number 33-66026.
** Incorporated by reference to the exhibit of the same number
to the trustee's Form T-1 filed as exhibit 99.T3G to the Form
T-3 dated July 13, 2000 of GB Property Funding Corp. file
number 022-22473.
*** Incorporated by reference to exhibit number 2f to the
trustee's Form T-1 filed as exhibit 25.1 to the Current
Report Form 8-K dated September 8, 2000 of NRG Energy Inc.
file number 001-15891.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, Wells Fargo Bank Minnesota, National Association, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Minneapolis and State of Minnesota on the 26th day of August 2002.
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
/s/ Michael T. Lechner
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Michael T. Lechner
Assistant Vice President
EXHIBIT 6
August 26, 2002
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, the undersigned hereby consents that reports of examination of the
undersigned made by Federal, State, Territorial, or District authorities
authorized to make such examination may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefor.
Very truly yours,
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
/s/ Michael T. Lechner
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Michael T. Lechner
Assistant Vice President