________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION14(d) (1) OR 13(e) (1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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)
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CALCULATION OF FILING FEE
Transaction Valuation: Amount of Filing Fee:
$1,675,000* $335.00
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*Assumes purchase of 100,000 shares at $16.75 per share.
[ ] 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: N/A Filing Party: N/A
Form or Registration No: N/A Dated Filed: N/A
[ ] 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: [ ]
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Independence Holding Company, a Delaware corporation ('IHC'), pursuant to
this Tender Offer Statement on Schedule TO, offers to purchase from each owner
of IHC common stock, par value $1.00 per share, 100,000 shares, or such lesser
number of shares as are properly tendered and not properly withdrawn, at a price
not greater than $16.75 nor less than $15.00 per share (in $0.25 increments),
net to the seller in cash. IHC's offer is being made upon terms and subject to
the conditions specified in the Offer to Purchase dated July 26, 2001 and the
accompanying Letter of Transmittal. This Tender Offer Statement on Schedule TO
is intended to satisfy the reporting requirements of Section 13(e) of the
Securities Exchange Act of 1934, as amended. Copies of the Offer to Purchase and
the related Letter of Transmittal are filed with this Schedule TO as Exhibit
(a) (1) (A) and (a) (1) (B) hereto, respectively.
All information in the Offer to Purchase filed as Exhibit (a) (1) (A) is
incorporated by reference in answer to all of the items in this Schedule TO
except those items as to which information is specifically provided herein.
________________________________________________________________________________
ITEM 1-11.
The information in the Offer to Purchase and the related Letter of
Transmittal, copies of which are filed with this Schedule TO as
Exhibits (a)(1)(A) and (a) (1) (B), respectively, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to items 1 through 11 of this Schedule TO.
ITEM 12. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ -----------
(a)(1)(A) -- Offer to Purchase dated July 26, 2001
(a)(1)(B) -- Letter of Transmittal
(a)(1)(C) -- Notice of Guaranteed Delivery
(a)(1)(D) -- Letter to brokers, dealers, commercial banks, trust
companies and other nominees dated July 26, 2001
(a)(1)(E) -- Letter to clients for use by brokers, dealers, commercial
banks, trust companies and other nominees dated July 26,
2001
(a)(1)(F) -- Letter to shareholders from the Chief Executive Officer
of IHC dated July 26, 2001.
(a)(1)(G) -- Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
(a)(1)(H) -- Press Release dated July 16, 2001*
(a)(1)(I) -- Example of 'Dutch Auction' Process
(a)(1)(J) -- Press Release dated July 26, 2001 announcing commencement
of tender offer
(a)(2)-(5) -- Not applicable
(b) -- Not applicable
(d) -- Not applicable
(g) -- Not applicable
(h) -- Not applicable
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* Previously filed on Schedule TO
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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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.
INDEPENDENCE HOLDING COMPANY
/s/ ROY T.K. THUNG
.....................................
ROY T.K. THUNG
CHIEF EXECUTIVE OFFICER
Dated: July 26, 2001
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
(a)(1)(A) -- Offer to Purchase dated July 26, 2001
(a)(1)(B) -- Letter of Transmittal
(a)(1)(C) -- Notice of Guaranteed Delivery
(a)(1)(D) -- Letter to brokers, dealers, commercial banks, trust
companies and other nominees dated July 26, 2001
(a)(1)(E) -- Letter to clients for use by brokers, dealers, commercial
banks, trust companies and other nominees dated July 26,
2001
(a)(1)(F) -- Letter to shareholders from the Chief Executive Officer
of IHC dated July 26, 2001.
(a)(1)(G) -- Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
(a)(1)(H) -- Press Release dated July 16, 2001*
(a)(1)(I) -- Example of 'Dutch Auction' Process
(a)(1)(J) -- Press Release dated July 26, 2001 announcing commencement
of tender offer
(a)(2)-(5) -- Not applicable
(b) -- Not applicable
(d) -- Not applicable
(g) -- Not applicable
(h) -- Not applicable
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* Previously filed on Schedule TO
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Not applicable.
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