EXHIBIT (a)(1)(D)
INDEPENDENCE HOLDING COMPANY
OFFER TO PURCHASE FOR CASH
100,000 SHARES OF ITS COMMON STOCK
AT A PURCHASE PRICE NOT GREATER THAN $16.75
NOR LESS THAN $15.00 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
EASTERN TIME, ON AUGUST 23, 2001, UNLESS THE OFFER IS EXTENDED.
July 26, 2001
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Independence Holding Company, a Delaware corporation ('IHC'), is offering to
purchase for cash to 100,000 shares of its common stock at prices, net to the
seller in cash, without interest thereon, not in excess of $16.75 nor less than
$15.00, upon the terms and subject to the conditions set forth in its Offer to
Purchase dated July 26, 2001 and in the related Letter of Transmittal (which, as
may be amended and supplemented from time to time, together constitute the
'Offer').
Under the 'Modified Dutch Auction' procedure, IHC will, upon the terms and
subject to the conditions of the Offer, determine a single per share price (not
greater than $16.75 nor less than $15.00 per share)(the 'Purchase Price'), that
it will pay for shares validly tendered and not withdrawn pursuant to the offer,
taking into account the number of shares so tendered and the prices specified by
tendering shareholders. IHC will select the lowest Purchase Price which will
allow it to buy 100,000 shares of its Common Stock validly tendered and not
withdrawn pursuant to the Offer (or such lesser number of shares as are validly
tendered at prices not greater than $16.75 nor less than $15.00). Under this
procedure, IHC will pay the Purchase Price for all shares validly tendered at
prices at or below the Purchase Price and not withdrawn, upon the terms and
subject to the conditions of the Offer, including the terms thereof relating to
the odd lot and proration terms thereof. See Section 1 of the Offer to Purchase.
IHC reserves the right, in its sole discretion, to purchase more than 100,000
shares pursuant to the Offer up to a maximum of 100,000 additional shares.
Shares tendered at prices in excess of the Purchase Price and shares not
purchased because of proration will be returned as promptly as practicable after
the expiration of the Offer. IHC will purchase all of the shares validly
tendered by a holder who owns beneficially or of record less than 100 shares, if
the holder tenders all of the shares at or below the Purchase Price before the
offer expires and completes the section entitled 'Odd Lots' in this Letter of
Transmittal.
If, by the expiration date, more than 100,000 shares (or such greater number
of shares as IHC may elect to purchase) are properly tendered at or below the
Purchase Price and not withdrawn, IHC will, upon the terms and subject to the
conditions of the Offer, accept shares for purchase first from Odd Lot Holders
who properly tender all of their shares at or below the Purchase Price and then
on a pro rata basis from all other shareholders whose shares are properly
tendered at or below the Purchase Price and not withdrawn.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
THE OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 6 OF THE OFFER
TO PURCHASE.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are enclosing
the following documents:
1. Offer to Purchase dated July 26, 2001;
2. Letter to Clients which may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name of
your nominee, with space provided for obtaining such clients'
instructions with regard to the Offer;
3. Letter dated July 26, 2001 from the Chairman of the Board, to
shareholders of IHC;
4. Letter of Transmittal for your use and for the information of your
clients (together with accompanying instructions and Substitute
Form W-9);
5. Notice of Guaranteed Delivery to be used to accept the Offer if the
Share certificates and all other required documents cannot be
delivered to the Depositary by the Expiration Date or if the
procedure for book- entry transfer cannot be completed on a timely
basis; and
6. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
7. Example of Dutch Auction Process
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER,
PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME,
ON AUGUST 23, 2001, UNLESS THE OFFER IS EXTENDED.
No fees or commissions will be payable to brokers, dealers or any person for
soliciting tenders of Shares pursuant to the Offer other than fees paid to the
Depositary, as described in the Offer to Purchase. IHC will, however, upon
request, reimburse you for customary mailing and handling expenses incurred by
you in forwarding any of the enclosed materials to the beneficial owners of
Shares held by you as a nominee or in a fiduciary capacity. IHC will pay or
cause to be paid any stock transfer taxes applicable to its purchase of Shares,
except as otherwise provided in the Letter of Transmittal.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal (or a manually signed facsimile thereof)
including any required signature guarantees and any other required documents
should be sent to the Depositary with either a certificate or certificates
representing the tendered Shares or confirmation of their book-entry transfer
all in accordance with the instructions set forth in the Letter of Transmittal
and the Offer to Purchase.
Holders of Shares whose certificate(s) for such Shares are not immediately
available or who cannot deliver such certificate(s) and all other required
documents to the Depositary; or complete the procedures for book-entry transfer
prior to the Expiration Date must tender their Shares according to the procedure
for guaranteed delivery set forth in Section 3 of the Offer to Purchase.
Any inquiries you may have with respect to the Offer or requests for
additional copies of the enclosed material should be directed to the Depositary
at the telephone number set forth on the back coverage page of the Offer to
Purchase.
Very truly yours,
INDEPENDENCE HOLDING COMPANY
Enclosures
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON AS AN AGENT OF IHC, OR THE DEPOSITARY OR ANY AFFILIATE OF THE
FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY
STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE
DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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