Page 1 of 18 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 34)*
INDEPENDENCE HOLDING COMPANY
----------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
---------------------------------------
(Title of Class of Securities)
453440 30 7
--------------
(Cusip Number)
David T. Kettig
96 Cummings Point Road
Stamford, CT 06902 (203) 358-8000
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 1996
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1
(b) (3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section or the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
<PAGE>
Page 2 of 18 Pages
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
GENEVE HOLDINGS, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER 7. SOLE VOTING POWER
OF SHARES 0 SHARES
BENEFICIALLY ---------
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING 4,005,406 SHARES
PERSON WITH ---------
9. SOLE DISPOSITIVE POWER
0 SHARES
---------
10.SHARED DISPOSITIVE POWER
4,005,406 SHARES
---------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,005,406 shares ( a portion of which are also reported as
beneficially owned by Southern Investors Corp. ("SIC"),
Southern Mortgage Holding Corporation ("SMHC"), Geneve
Securities Holding Corp. ("GSHC") and Geneve Securities
Portfolio Corp. ("GSPC").
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.9%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS
<PAGE>
Page 3 of 18 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SOUTHERN MORTGAGE HOLDING CORPORATION
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER 7. SOLE VOTING POWER
OF SHARES 0 SHARES
BENEFICIALLY ---------
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING 1,836,533 SHARES
PERSON WITH ---------
9. SOLE DISPOSITIVE POWER
0 SHARES
---------
10.SHARED DISPOSITIVE POWER
1,836,533 SHARES
---------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,836,533 SHARES (ALL OR A PORTION OF WHICH SHARES ARE ALSO
REPORTED AS BENEFICIALLY OWNED BY GHI, GSH AND GSP).
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS
<PAGE>
Page 4 of 18 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENEVE SECURITIES HOLDING CORP.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER 7. SOLE VOTING POWER
OF SHARES 0 SHARES
BENEFICIALLY -------
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING 782,894 SHARES
PERSON WITH -------
9. SOLE DISPOSITIVE POWER
0 SHARES
-------
10.SHARED DISPOSITIVE POWER
782,894 SHARES
-------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
782,894 SHARES ALL OF WHICH SHARES ARE ALSO REPORTED AS
BENEFICIALLY OWNED BY GHI AND SMHC).
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS
<PAGE>
Page 5 of 18 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENEVE SECURITIES PORTFOLIO CORP.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER 7. SOLE VOTING POWER
OF SHARES 0 SHARES
BENEFICIALLY -------
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING 868,859 SHARES
PERSON WITH -------
9. SOLE DISPOSITIVE POWER
0 SHARES
-------
10.SHARED DISPOSITIVE POWER
868,859 SHARES
-------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
868,859 SHARES (ALL OF WHICH SHARES ARE ALSO REPORTED AS
BENEFICIALLY OWNED BY GHI AND SMHC).
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS
<PAGE>
Page 6 of 18 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SOUTHERN INVESTORS CORP.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER 7. SOLE VOTING POWER
OF SHARES 0 SHARES
BENEFICIALLY ---------
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING 2,168,873 SHARES
PERSON WITH ---------
9. SOLE DISPOSITIVE POWER
0 SHARES
---------
10.SHARED DISPOSITIVE POWER
2,168,873 SHARES
---------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,168,873 SHARES (ALL OF WHICH SHARES ARE ALSO REPORTED AS
BENEFICIALLY OWNED BY GHI).
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.2%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS
<PAGE>
Page 7 of 18 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FIRST INTERNATIONAL REINSURANCE COMPANY, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
ALABAMA
NUMBER 7. SOLE VOTING POWER
OF SHARES 87,500 SHARES
BENEFICIALLY ------
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING 0 SHARES
PERSON WITH ------
9. SOLE DISPOSITIVE POWER
87,500 SHARES
------
10.SHARED DISPOSITIVE POWER
0 SHARES
------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
87,500 SHARES
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
14. TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTIONS
<PAGE>
Page 8 of 18 Pages
AMENDMENT NO. 34 TO SCHEDULE 13D -
INDPENDENCE HOLDING COMPANY
---------------------------
The undersigned hereby supplement and amend the Schedule 13D
dated February 8, 1980, as amended (the "Statement"), filed in
connection with the Common Stock, par value $1.00 per share
("Common Stock"), of Independence Holding Company ("IHC"), a
Delaware corporation (the "Company"), as follows (reference is
made to the Statement for previously reported facts):
Item 2. Identity and Background.
-----------------------
Item 2 of the Statement is hereby amended in its entirety to
read as follows:
"This Statement is being filed by a group consisting of the
following entities: Geneve Holdings, Inc., a Delaware corporation
("GHI"), with principal offices at 96 Cummings Point Road,
Stamford, Connecticut 06902; Southern Mortgage Holding
Corporation, a Delaware corporation ("SMHC") with principal
offices at 96 Cummings Point Road, Stamford, Connecticut 06902;
Geneve Securities Holding Corp., a Delaware corporation ("GSHC"),
with principal offices at 96 Cummings Point Road, Stamford,
Connecticut 06902; Geneve Securities Portfolio Corp., a Delaware
corporation ("GSPC") with principal offices at 96 Cummings Point
Road, Stamford, Connecticut 06902; Southern Investors Corp., a
Delaware corporation ("SIC"), with principal offices at 96
Cummings Point Road, Stamford, Connecticut 06902; and First
International Reinsurance Company, Inc., an Alabama corporation
("FIRC"), with principal offices at 2101 Highland Avenue,
Birmingham, Alabama 34205 (collectively, the "Purchasers").
GSHC and GSPC are corporations engaged in holding
investments. GSHC and GSPC are subsidiaries of SMHC. SIC and SMHC
are corporations engaged in holding investments. FIRC is a
property and casualty reinsurance company. SIC, SMHC and FIRC are
all indirect subsidiaries of GHI. GHI is a financial services
holding company. By virtue of his direct or indirect holdings of
capital stoack of GHI, Mr. Edward Netter may be deemed to be the
controlling person thereof and therefore the controlling person of
the other Purchasers.
The (i) name, (ii) residence or business address, (iii)
present principal occupation or employment, and (iv) name,
principal business and address of any corporation or other
organization in which such employment is conducted (except to the
extent such principal business and address is set forth in this
Item 2), of each executive officer and director of each of the
Purchasers are set forth in Exhibit A and are incorporated herein
by reference. All such persons are United States citizens.
<PAGE>
Page 9 of 18 Pages
During the last five years, none of GHI, SMHC, GSHC and GSPC,
SIC and FIRC or any or their respective executive officers or
directors has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). In addition, during
the last five years, none of such corporations or their respective
executive officers or directors was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state
securities laws or finding any violation with respect to such
laws."
Item 4. Purpose of Transaction.
----------------------
Item 4 of the Statement is hereby amended in its entirety to
read as follows:
"The Purchasers own 55.07% of the outstanding shares of
Common Stock as of the date of the most recently available
information to the Purchasers. The senior officers of the Company
are comprised of the senior officers of Geneve Corporation who
have full management authority over all sectors of the Company.
Although the Purchasers are filing this Amendment as a
"group" for purposes of the Federal securities laws, each
Purchaser acted independently in determining to make its
investment in the Common Stock and none has any commitment to act
in concert regarding the Common Stock.
The Purchasers intend to actively review their investment in
the Company and to explore and make suggestions as to the
Company's assets and business. The Purchasers reserve the right to
acquire additional shares of the Common Stock as well as to
dispose of any or all of the shares owned by any or all of them at
any time or from time to time and at prices determined by them and
otherwise to change their intention with respect to any or all
matters referred to in this Item 4.
Except as otherwise described above, the Purchasers have no
plans or proposals which relate to or would result in: (i) the
acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company; (ii) an
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries; (iii) a sale or transfer of a material amount of
assets of the Company or any of its subsidiaries; (iv) any change
in the present Board of Directors or management of the Company,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board; (v) any
material change in the present capitalization or dividend policy
of the Company; (vi) any other material change in the business or
<PAGE>
Page 10 of 18 Pages
corporate structure of the Company; (vii) any changes in the
charter or by-laws of the Company or any instruments corresponding
thereto or other actions which may impede the acquisition of
control of the Company by any person; (viii) causing a class of
securities of the Company to be delisted from a national
securities exchange or to cease to be quoted in an inter-dealer
quotation system of a registered national securities association;
(ix) a class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934, as amended; or (x) any action
similar to any of those enumerated above."
Item 5. Interest in Securities of the Issuer.
------------------------------------
Item 5 of the Statement is hereby amended in its entirety to
read as follows:
"GHI is the beneficial owner of and shares the power to vote
and dispose of 4,005,406 shares of Common Stock, constituting
53.9% of the outstanding shares of Common Stock. As noted in Item
2 hereof, Mr. Edward Netter may be deemed to be the controlling
person of GHI.
SMHC is the beneficial owner of and shares the power to vote
and dispose of 1,836,533 shares of Common Stock, constituting
24.7% of the outstanding shares of Common Stock.
GSHC is the beneficial owner and shares the power to vote and
dispose of 782,894 shares of Common Stock, constituting 10.5% of
the outstanding shares of Common Stock.
GSPC is the beneficial owner and shares the power to vote and
dispose of 868,859 shares of Common Stock, constituting 11.7% of
the outstanding shares of Common Stock.
SIC is the beneficial owner and shares the power to vote and
dispose of 2,168,873 shares of Common Stock, constituting 29.2% of
the outstanding shares of Common Stock.
FIRC is the beneficial owner of and has the sole power to
vote and dispose of 87,500 shares of Common Stock, constituting
1.2% of the outstanding shares of Common Stock.
Mr. Steven B. Lapin, a director and/or officer of certain of
the Purchasers (see Exhibit A hereto), is the beneficial owner of
and has the sole power to vote and dispose of 500 shares of Common
Stock, constituting less than .01% of the outstanding shares of
Common Stock.
Mr. Roy T.K. Thung, a director and/or officer of certain of
the Purchasers (see Exhibit A hereto), is the beneficial owner of
and has the sole power to vote and dispose of 1,250 shares of
<PAGE>
Page 11 of 18 Pages
Common Stock, constituting less than .02% of the outstanding
shares of Common Stock.
Mr. David T. Kettig, an officer of certain of the Purchasers
(see Exhibit A hereto), is the beneficial owner of and has the
sole power to vote and dispose of 500 shares of Common Stock,
constituting less than .01% of the outstanding shares of Common
Stock. Mr. Kettig acquired his shares of Common Stock in an open-
market transaction on November 18, 1996 for $7-7/8 per share.
Mr. James G. Tatum, a director of FIRC, was the beneficial
owner of and has the sole power to vote and dispose of 2,786
shares of Common Stock, constituting less than .03% of the
outstanding shares of Common Stock.
To the best of their knowledge, except as described herein,
none of the Purchasers or any of their officers and directors
beneficially owns any Common Stock. In addition, except as
described herein, none of the Purchasers or any of their officers
or directors has effected any transaction in any Common Stock
during the sixty-day period ended on the December 31, 1996.
Each of the Purchasers acts independently in respect of
Common Stock as to which it has voting and/or investment power."
Item 7. Material to be Filed as Exhibits.
--------------------------------
Officers and Directors of Purchasers.
<PAGE>
Page 12 of 18 Pages
Signature
- ---------
After reasonable inquiry and to the best of the knowledge and
belief of each of the undersigned, the undersigned certify that
the information set forth in this Statement is true, complete and
correct.
GENEVE HOLDINGS, INC.
By: /s/ David T. Kettig
--------------------------
David T. Kettig, Secretary
SOUTHERN MORTGAGE HOLDING
CORPORATION
By: /s/ David T. Kettig
--------------------------
David T. Kettig, Secretary
GENEVE SECURITIES HOLDING CORP.
By: /s/ David T. Kettig
--------------------------
David T. Kettig, Secretary
GENEVE SECURITIES PORTFOLIO CORP.
By: /s/ David T. Kettig
--------------------------
David T. Kettig, Secretary
SOUTHERN INVESTORS CORP.
By: /s/ David T. Kettig
--------------------------
David T. Kettig, Secretary
FIRST INTERNATIONAL REINSURANCE
COMPANY, INC.
By: /s/ David T. Kettig
--------------------------
David T. Kettig, Secretary
January 6, 1997
<PAGE>
PAGE 13 OF 18 PAGES
EXHIBIT A
GENEVE HOLDINGS, INC.
---------------------
Present Principal
Name and Business Address or Occupation or
Position Held Residence Address Employment
- ---------------- ---------------------- --------------------
Edward Netter 96 Cummings Point Road Chairman and Chief
Chairman of the Stamford, CT 06902 Executive Officer of
Board, President Independence
and Director Holding Company
Steven B. Lapin 96 Cummings Point Road President and Chief
Vice President Stamford, CT 06902 Operating Officer of
and Assistant Independence
Secretary Holding Company
Roy T.K. Thung 96 Cummings Point Road Executive Vice
Vice President Stamford, CT 06902 President, Chief
and Treasurer Financial Officer
and Treasurer of
Independence
Holding Company
William J. Petersen 96 Cummings Point Road Vice President -
Vice President - Stamford, CT 06902 Finance of
Finance Geneve Corporation
Brian R. Schlier 96 Cummings Point Road Vice President -
Director of Stamford, CT 06902 Taxation of
Taxation Independence
Holding Company
David T. Kettig 96 Cummings Point Road Vice President -
Secretary Stamford, CT 06902 Legal and Secretary
of Independence
Holding Company
<PAGE>
PAGE 14 OF 18 PAGES
GENEVE SECURITIES HOLDING CORP.
-------------------------------
Present Principal
Name and Business Address or Occupation or
Position Held Residence Address Employment
- ---------------- ---------------------- --------------------
Edward Netter 96 Cummings Point Road Chairman and Chief
Chairman of the Stamford, CT 06902 Executive Officer of
Board, President Independence
and Director Holding Company
Steven B. Lapin 96 Cummings Point Road President and Chief
Vice President, Stamford, CT 06902 Operating Officer of
Assistant Independence
Secretary Holding Company
and Director
Roy T.K. Thung 96 Cummings Point Road Executive Vice
Vice President, Stamford, CT 06902 President, Chief
Treasurer Financial Officer
and Director and Treasurer of
Independence
Holding Company
William J. Petersen 96 Cummings Point Road Vice President -
Vice President - Stamford, CT 06902 Finance of
Finance Geneve Corporation
Brian R. Schlier 96 Cummings Point Road Vice President -
Director of Stamford, CT 06902 Taxation of
Taxation Independence
Holding Company
David T. Kettig 96 Cummings Point Road Vice President -
Secretary Stamford, CT 06902 Legal and Secretary
of Independence
Holding Company
<PAGE>
PAGE 15 OF 18 PAGES
GENEVE SECURITIES PORTFOLIO CORP.
---------------------------------
Present Principal
Name and Business Address or Occupation or
Position Held Residence Address Employment
- ---------------- ---------------------- --------------------
Edward Netter 96 Cummings Point Road Chairman and Chief
Chairman of the Stamford, CT 06902 Executive Officer of
Board, President Independence
and Director Holding Company
Steven B. Lapin 96 Cummings Point Road President and Chief
Vice President, Stamford, CT 06902 Operating Officer of
Assistant Independence
Secretary Holding Company
and Director
Roy T.K. Thung 96 Cummings Point Road Executive Vice
Vice President, Stamford, CT 06902 President, Chief
Treasurer Financial Officer
and Director and Treasurer of
Independence
Holding Company
William J. Petersen 96 Cummings Point Road Vice President -
Vice President - Stamford, CT 06902 Finance of
Finance Geneve Corporation
Brian R. Schlier 96 Cummings Point Road Vice President -
Director of Stamford, CT 06902 Taxation of
Taxation Independence
Holding Company
David T. Kettig 96 Cummings Point Road Vice President -
Secretary Stamford, CT 06902 Legal and Secretary
of Independence
Holding Company
<PAGE>
PAGE 16 OF 18 PAGES
FIRST INTERNATIONAL REINSURANCE COMPANY, INC.
---------------------------------------------
Present Principal
Name and Business Address or Occupation or
Position Held Residence Address Employment
- ---------------- ---------------------- --------------------
Edward Netter 96 Cummings Point Road Chairman and Chief
Chairman of the Stamford, CT 06902 Executive Officer of
Board, President Independence
and Director Holding Company
Steven B. Lapin 96 Cummings Point Road President and Chief
Vice President Stamford, CT 06902 Operating Officer of
Independence
Holding Company
James G. Tatum 2101 Highland Avenue Registered investment
Director Birmingham, AL 35205 advisor
Roy T.K. Thung 96 Cummings Point Road Executive Vice
Vice President, Stamford, CT 06902 President, Chief
Chief Financial Financial Officer
Officer and Treasurer of
and Director Independence
Holding Company
William J. Petersen 96 Cummings Point Road Vice President -
Vice President - Stamford, CT 06902 Finance of
Finance Geneve Corporation
Brian R. Schlier 96 Cummings Point Road Vice President -
Director of Stamford, CT 06902 Taxation of
Taxation Independence
Holding Company
David T. Kettig 96 Cummings Point Road Vice President -
Secretary Stamford, CT 06902 Legal and Secretary
of Independence
Holding Company
<PAGE>
PAGE 17 OF 18 PAGES
SOUTHERN INVESTORS CORP.
------------------------
Present Principal
Name and Business Address or Occupation or
Position Held Residence Address Employment
- ---------------- ---------------------- --------------------
Edward Netter 96 Cummings Point Road Chairman and Chief
Chairman of the Stamford, CT 06902 Executive Officer of
Board, President Independence
and Director Holding Company
Steven B. Lapin 96 Cummings Point Road President and Chief
Vice President Stamford, CT 06902 Operating Officer of
and Director Independence
Holding Company
Roy T.K. Thung 96 Cummings Point Road Executive Vice
Vice President, Stamford, CT 06902 President, Chief
Treasurer and Financial Officer
Director and Treasurer of
Independence
Holding Company
William J. Petersen 96 Cummings Point Road Vice President -
Vice President - Stamford, CT 06902 Finance of
Finance Geneve Corporation
Brian R. Schlier 96 Cummings Point Road Vice President -
Director of Stamford, CT 06902 Taxation of
Taxation Independence
Holding Company
David T. Kettig 96 Cummings Point Road Vice President -
Secretary Stamford, CT 06902 Legal and Secretary
of Independence
Holding Company
<PAGE>
PAGE 18 OF 18 PAGES
SOUTHERN MORTGAGE HOLDING CORPORATION
-------------------------------------
Present Principal
Name and Business Address or Occupation or
Position Held Residence Address Employment
- ---------------- ---------------------- --------------------
Edward Netter 96 Cummings Point Road Chairman and Chief
Chairman of the Stamford, CT 06902 Executive Officer of
Board, President Independence
and Director Holding Company
Steven B. Lapin 96 Cummings Point Road President and Chief
Vice President Stamford, CT 06902 Operating Officer of
and Director Independence
Holding Company
Roy T.K. Thung 96 Cummings Point Road Executive Vice
Vice President, Stamford, CT 06902 President, Chief
Treasurer and Financial Officer
Director and Treasurer of
Independence
Holding Company
William J. Petersen 96 Cummings Point Road Vice President -
Vice President - Stamford, CT 06902 Finance of
Finance Geneve Corporation
Brian R. Schlier 96 Cummings Point Road Vice President -
Director of Stamford, CT 06902 Taxation of
Taxation Independence
Holding Company
David T. Kettig 96 Cummings Point Road Vice President -
Secretary Stamford, CT 06902 Legal and Secretary
of Independence
Holding Company
