UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.20549
SCHEDULE TO-I/A
(Amendment No. 3)
TENDER OFFER STATEMENT UNDER SECTION14(d) (1) or 13(e) (1)
of the SECURITIES EXCHANGE ACT OF 1934
INDEPENDENCE HOLDING COMPANY
(Name of Subject Company (Issuer)
INDEPENDENCE HOLDING COMPANY
(OFFEROR)
(Names of Filing Persons (identifying Status as Offeror, Issuer or Other
Person)
453440 30 7
(Cusip Number of Class of Securities)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
David T. Kettig
Independence Holding Company
96 Cummings Point Road,
Stamford, Connecticut 06902
(203) 358-8000
(Name, Address, and Telephone Numbers of Person Authorized to
Receive Notices and Communications on behalf of Filing Persons)
Calculation of Filing Fee
Transaction Valuation: Amount of Filing Fee:
$3,396,180* $680.00
*Assumes purchase of 202,757 shares at $16.75 per share.
[ X] Check box if any part of the fee is offset as provided by Rule 0-11(a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $670.00 Form or Registration No.: TO-I and TO-I/A
Filing Party: Independence Holding Company Date Filed: July 26, 2001 and
August 24, 2001
[ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
[ ] Check the appropriate boxes below to designate any transactions to which the statement relates:
[ ] Third-party tender offer subject to Rule 14d-1.
[X] Issuer tender offer subject to Rule 13e-4.
[ ] Going-private transaction subject to Rule 13e-3.
[ ] Amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: [X]
This Amendment No. 3 relates to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on July 26, 2001 related to our offer to purchase 100,000 shares of our common stock, with the option to purchase additional shares representing less than 2% of the outstanding common stock, or such lesser number of shares as are properly tendered and not withdrawn, at a price not greater than $16.75 nor less than $15.00 per share, upon the terms and subject to the conditions described in the Offer to Purchase dated July 26, 2001 and the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a) (1)(A) and (a) (1)(B), respectively (which together with any amendments or supplements thereto, collectively constitute the "Offer").
ITEM 11. Additional Information
On September 4, 2001, IHC issued a Press Release relating to the announcement of the final results of its "Modified Dutch Auction" Tender Offer. This press release is included herein as Exhibit (a) (1) (L).
ITEM 12. EXHIBITS.
(a) (1) (L) Press Release dated September 4, 2001 announcing final results of "Modified Dutch Auction" Tender Offer.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 4, 2001 INDEPENDENCE HOLDING COMPANY
/s/ Roy T.K. Thung
Roy T.K. Thung
Chief Executive Officer
EXHIBIT (a) (1) (L)
INDEPENDENCE HOLDING COMPANY CONTACT: TERESA A. HERBERT
96 CUMMINGS POINT ROAD (203) 358-8000
STAMFORD, CONNECTICUT 06902 www.Independenceholding.com
NASDAQ - INHO
NEWS RELEASE
IHC ANNOUNCES FINAL RESULTS OF "MODIFIED DUTCH AUCTION"
Stamford, Connecticut, September 4, 2001. Independence Holding Company ("IHC") (NASDAQ: INHO) announced today final results of its "Modified Dutch Auction" tender offer, which expired on Thursday, August 23, 2001 at 5:00 p.m. Eastern time. IHC purchased 202,757 shares (including shares which became odd-lot shares as a result of the proration) at a purchase price of $16.75 per share, or $3,396,180.
Based on a final count by the Depositary 463,647 shares of common stock were properly tendered and not withdrawn. Since the offer was oversubscribed, the number of shares IHC will purchase from each tendering shareholder (other than odd-lot holders) will be pro-rated using a proration factor of 42.05%. The number of shares purchased represents approximately 2.5% of IHC's 7,985,595 shares of common stock outstanding as of August 6, 2001. Payment of all shares purchased will commence as soon as possible.
IHC is a holding company engaged principally in the life and health insurance business and the acquisition of blocks of policies through Standard Security Life Insurance Company of New York, and Madison National Life Insurance Company, Inc. Standard Life markets major medical stop-loss, long-term and short-term disability, group life and managed health care products. Madison Life sells group life and disability, credit life and disability and individual life insurance.
Some of the statements included herein may be considered to be forward looking statements which are subject to certain risk and uncertainties. Factors which could cause the actual results to differ materially from those suggested by such statements are described from time to time in IHC's filings with Securities and Exchange Commission.