-----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, C9hF1GBsc0YZtlKNgfUESHKu5qi9wtWI2FRHlohZHSvA+5F7ThwJLVg/cIMkYn5D XC54iJwT2E3cIpOxOtUmTQ== 0000900440-05-000077.txt : 20050928 0000900440-05-000077.hdr.sgml : 20050928 20050928114510 ACCESSION NUMBER: 0000900440-05-000077 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050928 DATE AS OF CHANGE: 20050928 SUBJECT COMPANY: 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: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-38689 FILM NUMBER: 051107177 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELKHORN PARTNERS LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000928400 IRS NUMBER: 000000000 STATE OF INCORPORATION: NE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ELKHORN LIMITED PARTNERSHIP STREET 2: PO BOX 0449 CITY: ELKHORN STATE: NE ZIP: 68022-0449 BUSINESS PHONE: 4022893217 MAIL ADDRESS: STREET 1: ELKHORN LIMITED PARTNERSHIP STREET 2: PO BOX 0449 CITY: ELKHORN STATE: NE ZIP: 68022 SC 13D 1 penn13d.txt PENN TREATY AMERICAN CORPORATION 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 -----END PRIVACY-ENHANCED MESSAGE-----