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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WHITEBOX ADVISORS LLC 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS, MN 55416 |
X | |||
Whitebox Diversified Convertible Arbitrage Advisors, LLC 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS, MN 55416 |
X | |||
Whitebox Diversified Convertible Arbitrage Partners, L.P. 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS, MN 55416 |
X | |||
Whitebox Diversified Convertible Arbitrage Fund, L.P. 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS, MN 55416 |
X | |||
Whitebox Diversified Convertible Arbitrage Fund, Ltd. 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS, MN 55416 |
X | |||
Pandora Select Advisors, LLC 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS, MN 55416 |
X | |||
Pandora Select Partners, L.P. 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS, MN 55416 |
X | |||
Pandora Select Fund, L.P. 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS, MN 55416 |
X | |||
PANDORA SELECT FUND LTD 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS, MN 55416 |
X |
/s/ Jonathan D. Wood, Chief Financial Officer for Whitebox Advisors, LLC | 07/27/2005 | |
**Signature of Reporting Person | Date | |
/s/ Whitebox Diversified Convertible Arbitrage Advisors, LLC | 07/27/2005 | |
**Signature of Reporting Person | Date | |
/s/ Whitebox Diversified Convertible Arbitrage Partners, LP | 07/27/2005 | |
**Signature of Reporting Person | Date | |
/s/ Whitebox Diversified Convertible Arbitrage Fund, L.P. | 07/27/2005 | |
**Signature of Reporting Person | Date | |
/s/ Whitebox Diversified Convertible Arbitrage Fund, Ltd. | 07/27/2005 | |
**Signature of Reporting Person | Date | |
/s/ Pandora Select Advisors, LLC | 07/27/2005 | |
**Signature of Reporting Person | Date | |
/s/ Pandora Select Partners, L.P. | 07/27/2005 | |
**Signature of Reporting Person | Date | |
/s/ Pandora Select Fund, L.P. | 07/27/2005 | |
**Signature of Reporting Person | Date | |
/s/ Pandora Select Fund, Ltd. | 07/27/2005 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Reporting Person is Pandora Select Partners, L.P. ("PSP"). |
(2) | Reporting Person is Whitebox Advisors, LLC. |
(3) | Each of WCAP, WHHYP, WDCAP, PSP and Whitebox Advisors, LLC beneficially own Convertible Subordinated Notes of which the Common Stock of Penn Treaty American Corporation is the underlying security. |
(4) | This amount reflects a four for one reverse stock split of shares of common stock of the Issuer, effective July 8, 2005. |
(5) | The general partner of WCAP, is Whitebox Convertible Arbitrage Advisors, LLC ("WCAA"), which manages accounts for the benefit of its clients WCAP, Whitebox Convertible Arbitrage Fund, L.P. ("WCAFLP") and Whitebox Convertible Arbitrage Fund, Ltd. ("WCAFLTD"); the general partner of WHHYP is Whitebox Hedged High Yield Advisors, LLC ("WHHYA"), which manages accounts for the benefit of its clients WHHYP, Whitebox Hedged High Yield Fund, L.P. ("WHYYFLP") and Whitebox Hedged High Yield Fund, Ltd. ("WHHYFLTD"). The managing member and controlling owner of each of WCAA and WHHYA is Whitebox Advisors, LLC. (Cont. in footnote 6) |
(6) | The general partner of PSP is Pandora Select Advisors, LLC ("PSA"), which manages accounts for the benefit of its clients PSP, Pandora Select Fund, L.P. ("PSFLP") and Pandora Select Fund, Ltd. ("PSFLTD"). The general partner of WDCAP is Whitebox Diversified Convertible Arbitrage Advisors, LLC ("WDCAA"), which manages accounts for the benefit of its clients WDCAP Whitebox Diversified Convertible Arbitrage Fund, L.P. ("WDCAFLP") and Whitebox Diversified Convertible Arbitrage Fund, Ltd. ("WDCAFLTD"). The managing member and controlling owner of each of PSA and WDCAA is AJR Financial, LLC. Whitebox Advisors, LLC and AJR Financial, LLC each have the same sole owner and managing member. (Cont. in footnote 7) |
(7) | Based on the relationships described herein, these entities may be deemed to constitute a "group" within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934. The filing of this statement shall not be construed as an admission that Whitebox Advisors, LLC, AJR Financial, LLC, WCCA, WHHYA, PSA, WDCAA, WCAP, WHHYP, PSP, WDCAP, WCAFLP, WHHYFLP, PSFLP, WDCAFLP, WCAFLTD, WHHYFLTD, PSFLTD and WDCAFLTD are a group, or have agreed to act as a group. Whitebox Advisors, LLC, AJR Financial, LLC, WCCA, WHHYA, PSA, WDCAA, WCAP, WHHYP, PSP, WDCAP, WCAFLP, WHHYFLP, PSFLP, WDCAFLP, WCAFLTD, WHHYFLTD, PSFLTD and WDCAFLTD each disclaim beneficial ownership of such shares of common stock except to the extent of their pecuniary interest in such shares. |
Remarks: For additional information also refer to the Form 4 filed concurrently herewith by the Reporting Persons. |