EXHIBIT (a)(1)(C)
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF SHARES OF COMMON STOCK
OF
INDEPENDENCE HOLDING COMPANY
As set forth in Section 3 of the Offer to Purchase dated July 26, 2001 (the
'Offer to Purchase'), this Notice of Guaranteed Delivery, or one substantially
in the form hereof, must be used to accept the Offer (as defined below) if:
(a) certificates representing shares of Common Stock (the 'Shares') of
Independence Holding Company, a Delaware corporation ('IHC'), are not
immediately available; or
(b) the procedure for book-entry transfer cannot be completed on a
timely basis; or
(c) time will not permit a duly executed Letter of Transmittal (or
manually signed facsimile thereof) or other required documents to reach the
Depositary referred to below before the Expiration Date (as defined in
Section 1 of the Offer to Purchase referred to below).
This form or a facsimile of it, signed and properly completed, may be
delivered by hand or transmitted by facsimile transmission or mail to the
Depositary by the Expiration Date (as defined in Section 1 of the Offer to
Purchase). See Section 3 of the Offer to Purchase.
THE DEPOSITORY FOR THE OFFER IS:
EQUISERVE
For Information By Telephone:
(800) 736-3001
By Mail: Facsimile Transmission:
EquiServe (781) 575-4826
Attn: Corporate Actions (for eligible guarantor institutions only)
P.O. Box 43025 Confirm by telephone:
Boston, MA 02940-3025 (781) 575-4816
By Hand: By Overnight Delivery or Express Mail:
Securities Transfer & Reporting Services, Inc. EquiServe
c/o EquiServe Attn: Corporate Actions
100 Williams Street, Galleria 40 Campanelli Drive
New York, NY 10038 Braintree, MA 02184
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN
THOSE SHOWN ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER
THAN ONE OF THOSE LISTED ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. DELIVERIES
TO IHC WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE
VALID DELIVERY. DELIVERIES TO THE BOOK-ENTRY TRANSFER FACILITY (AS DEFINED IN
THE OFFER TO PURCHASE) WILL NOT CONSTITUTE VALID DELIVERY TO THE DEPOSITARY.
THIS NOTICE OF GUARANTEED DELIVERY FORM IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON THE LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN ELIGIBLE INSTITUTION (AS DEFINED IN THE OFFER TO PURCHASE)
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE MUST APPEAR IN THE APPLICABLE
SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders Shares to IHC at the price per Share
indicated below, net to the seller in cash, upon the terms and conditions set
forth in the Offer to Purchase, and the related Letter of Transmittal (which, as
may be amended or supplemented from time to time, together with the Offer to
Purchase constitute the 'Offer'), receipt of which is hereby acknowledged.
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED
(EXCEPT AS OTHERWISE PROVIDED HEREIN),
THERE IS NO PROPER TENDER OF SHARES.
PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES ARE BEING TENDERED
[ ] $15.00 [ ] $16.00
[ ] $15.25 [ ] $16.25
[ ] $15.50 [ ] $16.50
[ ] $15.75 [ ] $16.75
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IF PORTIONS OF SHARE HOLDINGS ARE BEING
TENDERED AT MORE THAN ONE PRICE,
USE A SEPARATE NOTICE OF GUARANTEED DELIVERY
FOR EACH PRICE SPECIFIED.
ODD LOTS
To be completed ONLY if Shares are being tendered by or on behalf of a
person owning beneficially or of record an aggregate of fewer than 100 Shares.
On the date hereof, the undersigned either (check one):
[ ] was the beneficial or record owner of an aggregate of fewer than 100
Shares, all of which are being tendered; or
[ ] is a broker, dealer, commercial bank, trust company or other nominee
that:
(a) is tendering, for the beneficial owner(s) thereof, Shares with
respect to which it is the record holder; and
(b) believes, based upon representations made to it by each such
beneficial owner, that each such person was the beneficial owner of
an aggregate of fewer than 100 Shares, and is tendering all of such
Shares.
In addition, the undersigned is tendering Shares either (check one):
[ ] at the Purchase Price (as defined in the Offer to Purchase), as the same
shall be determined by IHC in accordance with the terms of the Offer
(persons checking this box need not indicate the price per Share above);
or
[ ] at the price per Share indicated above under 'Price (In Dollars) Per
Share At Which Shares Are Being Tendered' on this Notice of Guaranteed
Delivery.
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Please type or print
SIGN HERE: _______________________
Dated: _____________________, 2001
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CERTIFICATE NO.(S) (IF AVAILABLE)
If Shares will be tendered by
book-entry transfer, provide the
following information:
Account No.: ____________________
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NAME(S)
-----------------------------------------
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ADDRESS(ES)
AREA CODE AND TELEPHONE NUMBER
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
THE UNDERSIGNED, A BANK, BROKER, DEALER, CREDIT UNION, SAVINGS ASSOCIATION
OR OTHER ENTITY WHICH IS A MEMBER IN GOOD STANDING OF THE SECURITIES TRANSFER
AGENTS MEDALLION PROGRAM OR A BANK, BROKER, DEALER, CREDIT UNION, SAVINGS
ASSOCIATION OR OTHER ENTITY WHICH IS AN 'ELIGIBLE GUARANTOR INSTITUTION,' AS
SUCH TERM IS DEFINED IN RULE 17AD-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED (EACH OF THE FOREGOING CONSTITUTING AN 'ELIGIBLE INSTITUTION'),
GUARANTEES THE DELIVERY TO THE DEPOSITARY OF THE SHARES TENDERED HEREBY, IN
PROPER FORM FOR TRANSFER, OR A CONFIRMATION THAT THE SHARES TENDERED HEREBY HAVE
BEEN DELIVERED PURSUANT TO THE PROCEDURE FOR BOOK- ENTRY TRANSFER SET FORTH IN
THE OFFER TO PURCHASE INTO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER
FACILITY, TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE THEREOF) AND ANY OTHER REQUIRED
DOCUMENTS, ALL WITHIN THREE (3) NASDAQ TRADING DAYS OF THE DATE HEREOF.
Name of Firm: __________________________________________________________________
Authorized Signature: __________________________________________________________
Name: __________________________________________________________________________
Title: _________________________________________________________________________
Address: _______________________________________________________________________
Zip Code: ______________________________________________________________________
Area Code and Telephone Number: ________________________________________________
Dated: _________________________________, 2001
DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE.
SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.