EXHIBIT (a)(1)(E)
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
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated July 26,
2001 and the related Letter of Transmittal (which, as amended and supplemented
from time to time, together constitute the 'Offer') in connection with the Offer
by Independence Holding Company, a Delaware corporation ('IHC'), to purchase
100,000 shares of its Common Stock (the 'Shares') at prices, net to the seller
in cash, without interest thereon, not greater than $16.75 nor less than $15.00
per Share, specified by tendering shareholders, upon the terms and subject to
the conditions set forth in 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it will pay for Shares validly tendered and not withdrawn pursuant to the Offer,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withdrawn pursuant to the Offer (or such lesser number of Shares as are validly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prices at or below the Purchase Price and not withdrawn, upon the terms and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
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 shareholder who owns beneficially or of record less than 100 Shares, if the
shareholder 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.
We are the owner of record of Shares held for your account. As such, we are
the only ones who can tender your Shares, and then only pursuant to your
instructions. WE ARE SENDING YOU THE LETTER OF TRANSMITTAL FOR YOUR INFORMATION
ONLY; YOU CANNOT USE IT TO TENDER SHARES WE HOLD FOR YOUR ACCOUNT.
Please instruct us as to whether you wish us to tender any or all of the
Shares we hold for your account on the terms and subject to the conditions of
the Offer.
We call your attention to the following:
1. You may tender Shares at prices not greater than $16.75 nor less than
$15.00 per Share as indicated in the attached Instruction Form, net to you
in cash.
2. You may designate the priority in which your Shares shall be
purchased in the event of proration.
3. The Offer is not conditioned upon any minimum number of Shares being
tendered. The Offer is, however, subject to certain other conditions set
forth in the Offer to Purchase.
4. The Offer, proration period and withdrawal rights will expire at 5:00
p.m., Eastern time, on August 23, 2001, unless IHC extends or earlier
terminates the Offer (the 'Expiration Date').
5. Tendering shareholders who are registered shareholders or who tender
their shares directly to EquiServe will not be obligated to pay any
brokerage commissions or fees, solicitation fees, or, except as set forth in
the Letter of Transmittal, stock transfer taxes on IHC's purchase of Shares
pursuant to the Offer. You may incur fees associated with the tendering of
Shares in custodial or other beneficiary accounts.
6. If you owned beneficially or of record an aggregate of fewer than 100
shares, and you instruct us to tender on your behalf all such Shares at or
below the Purchase Price before the Expiration Date and check the box
captioned 'Odd Lots' in the attached Instruction Form, IHC, upon the terms
and subject to the conditions of the Offer, will accept all such Shares for
purchase before proration, if any, of the purchase of other Shares properly
tendered at or below the Purchase Price.
7. If you wish to tender portions of your Shares at different prices,
you must complete a separate Instruction Form for each price at which you
wish to tender each such portion of your Shares. We must submit separate
Letters of Transmittal on your behalf for each price you will accept.
8. The Board of Directors of IHC has approved the Offer. However,
neither IHC nor its Board of Directors makes any recommendation to
shareholders as to whether to tender or refrain from tendering their Shares.
Each shareholder must make the decision whether to tender such shareholder's
Shares and, if so, how many Shares to tender and the price or prices at
which such Shares should be tendered.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing, detaching and returning to us the attached
Instruction Form. An envelope to return your Instruction Form to us is enclosed.
If you authorize us to tender your Shares, we will tender all such Shares unless
you specify otherwise on the attached Instruction Form.
YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US
TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION DATE OF THE OFFER.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., EASTERN
TIME, ON AUGUST 23, 2001, UNLESS IHC EXTENDS OR EARLIER TERMINATES THE OFFER.
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, purchase shares in the following order of priority:
(a) first, all Shares properly tendered at or below the Purchase Price
and not withdrawn prior to the Expiration Date by any Odd Lot Holder (as
defined in the Offer to Purchase) who:
(1) tenders all Shares owned beneficially or of record by such Odd
Lot Holder at or below the Purchase Price (partial tenders will not
qualify for this preference); and
(2) completes the section captioned 'Odd Lots' on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed Delivery; and
(b) second, after purchase of all of the foregoing Shares, all other
Shares properly tendered at or below the Purchase Price and not withdrawn
before the Expiration Date on a pro rata basis, if necessary (with
adjustments to avoid purchases of fractional Shares), as provided in the
Offer to Purchase.
The Offer is being made solely pursuant to the Offer to Purchase and the
related Letter of Transmittal and is being made to all record holders of Shares.
The Offer is not being made to, nor will tenders be accepted from or on behalf
of, holders of Shares residing in any jurisdiction in which the making of the
Offer or acceptance thereof would not be in compliance with the securities, blue
sky or other laws of such jurisdiction.
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INSTRUCTION FORM WITH
RESPECT TO
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 undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase dated July 26, 2001 and the related Letter of Transmittal (which, as
may be amended or supplemented from time to time, together constitute the
'Offer') in connection with the Offer by Independence Holding Company, a
Delaware corporation ('IHC'), to purchase 100,000 shares of IHC common stock
(the 'Shares') at prices, net to the seller in cash, not greater than $16.75 nor
less than $15.00 per Share, specified by the undersigned, upon the terms and
subject to the conditions of the Offer.
The undersigned understands that, under the 'Modified Dutch Auction'
procedure, IHC will determine a single per share price (not greater than $16.75
nor less than $15.00 per share), net to the seller in cash, without interest,
(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 that will allow it to buy 100,000 Shares (or such lesser
number of Shares as are properly tendered at prices not greater than $16.75 nor
less than $15.00 per Share) pursuant to the Offer. All Shares properly tendered
at prices at or below the Purchase Price and not withdrawn will be purchased at
the Purchase Price, net to the seller in cash, upon the terms and subject to the
conditions of the Offer, including odd lot and proration terms described in the
Offer to Purchase. IHC will return all other Shares, including Shares tendered
at prices greater than the Purchase Price and Shares not purchase because of
proration.
The undersigned hereby instruct(s) you to tender to IHC the number of Shares
indicated below or, if no number is indicated, all Shares you hold for the
account of the undersigned, at the price per Share indicated below, pursuant to
the terms and subject to the conditions of the Offer.
Aggregate number of Shares to be tendered by you for the account of the
undersigned:
Shares*
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* Unless otherwise indicated, all of the Shares held for the account will be
tendered.
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ODD LOTS
[ ] By checking this box, the undersigned represents that the undersigned owns
beneficially or of record an aggregate of fewer than 100 Shares and is
instructing the holder to tender all such Shares.
In addition, the undersigned is tendering Shares either (check one box):
[ ] at the Purchase Price, 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 below), or
[ ] at the price per Share indicated below under 'Price (In Dollars) Per Share
At Which Shares Are Being Tendered.'
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 COPY OF THIS FORM FOR EACH PRICE SPECIFIED.
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE
TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
SIGNATURE BOX
Signature(s) ___________________________________________________________________
Dated ____________________________________________________________________, 2001
Name(s) and Address(es) ________________________________________________________
________________________________________________________________________________
(Please Print)
Area Code and Telephone Number _________________________________________________
Taxpayer Identification or Social Security Number ______________________________
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