As filed with the Securities and Exchange Commission on
October 8, 1998
Registration No. 2-40517
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 ON
FORM S-3
TO
REGISTRATION STATEMENT
ON FORM S-11
UNDER
THE SECURITIES ACT OF 1933
_________________________________
INDEPENDENCE HOLDING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 58-1407235
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
96 Cummings Point Road
Stamford, CT 06902
(203) 358-8000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
David T. Kettig
Vice President - Legal and Secretary
Independence Holding Company
96 Cummings Point Road
Stamford, CT 06902
(203) 358-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
__________________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC:
From time to time after the effective date of this Registration
Statement and before July 1, 2001.
__________________________________
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. /__/
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. /__/
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement for the same
offering.
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. /__/
<PAGE>
CALCULATION OF REGISTRATION FEE
TITLE OF
EACH CLASS PROPOSED PROPOSED
OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED UNIT (1) PRICE FEE
Common Stock, 1,965,697(2) $16.37 $32,178,459 0(3)
$1.00 par value
(1) Based upon the exercise price of a Share Purchase
Warrant ($25 for 1.527 shares of Common Stock).
(2) Consists of Common Stock issuable upon exercise of all
of the Share Purchase Warrants, all of which are being carried
forward from the Form S-11 Registration Statement filed by the
Company's predecessor in interest, USF Investors, on May 25,
1971 (Registration No. 2-40517) (the "Registration Statement").
(3) A fee of $12,000 was previously paid in connection with the
Registration Statement.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT
ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS
EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER
AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS
THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
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PROSPECTUS
Independence Holding Company
1,965,697 Shares of Common Stock
($1.00 par value)
This Prospectus covers the sale from time to time of up to
1,965,697 shares (the "Shares") of Common Stock, par value
$1.00 per share ("Common Stock"), of Independence Holding
Company, a Delaware corporation (the "Company"), issuable upon
exercise of the Company's share purchase warrants (the
"Warrants"). The Warrants are exercisable through June 30, 2001
at $25.00 for 1.527 shares of Common Stock, which equates to an
exercise price of $16.37 per share.
The Shares are being offered on a continuous basis
pursuant to Rule 415 under the Securities Act of 1933, as
amended. The Common Stock is listed on the Nasdaq National
Market tier of the Nasdaq Stock Market ("NASDAQ") under the
symbol INHO. On September 22, 1998, the last reported sales
price of the Common Stock on the NASDAQ was $12.50 per share.
The Warrants were issued by the Company's predecessor in
interest, USF Investors, on May 25, 1971 (Registration No. 2-
40517), and were initially exercisable at $25.00 for one share
of Common Stock. Pursuant to the terms of the Warrant
Agreement, the number of shares of Common Stock receivable upon
exercise of a Warrant was adjusted as a result of: (i) the
declaration of a stock dividend of 1.822 shares of Common Stock
in October 1987; (ii) the one-for-two reverse split of the
Common Stock on June 30, 1996; and (iii) the distribution of
the common stock of the Company's then majority-owned
subsidiary, Zimmerman Sign Company, on a pro rata basis to
holders of record of the Common Stock as of December 20, 1996.
The expiration date of the Warrants was extended from June 30,
1975 to June 30, 2001 by the Supplemental Warrant Agreement
dated May 1, 1975.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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<PAGE>
This Prospectus is to be used solely in connection with
sales of the Shares from time to time upon exercise of the
Warrants.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER
THAN THE REGISTERED SECURITIES TO WHICH IT RELATES OR AN OFFER
TO ANY PERSON IN ANY JURISDICTION WHERE SUCH OFFER WOULD BE
UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT
IMPLY THAT INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE.
The date of this Prospectus is October 8, 1998.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE
SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO
BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL
THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH
SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY
SUCH STATE.
AVAILABLE INFORMATION
Independence Holding Company (the "Company") is subject to
the informational requirements of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements, the registration
statement related to this offering and other information filed
by the Company may be inspected and copied at the public
reference facilities of the Commission located at 450 Fifth
Street N.W., Washington D.C. 20549 and at the Commission's
regional offices located at Seven World Trade Center, Suite
1300, New York, New York 10048 and at 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material can also be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates or accessed electronically on the
Commission's home page on the World Wide Web at
http://www.sec.gov.
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<PAGE>
The Company has filed with the Commission a Registration
Statement on Form S-3 (together with all amendments, schedules
and exhibits thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"),
covering the sale of the Shares from time to time upon exercise
of the Warrants. This Prospectus, which constitutes a part of
the Registration Statement, does not contain all of the
information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information with
respect to the Company and the Common Stock offered hereby,
reference is made to the Registration Statement. Statements
made in the Prospectus as to the contents of any contract,
agreement or other document are not necessarily complete and,
in each instance, reference is made to the copy of such
document filed as an exhibit to the Registration Statement for
a more complete description. Each such statement is qualified
in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission (File No. 0-10306) pursuant to the Exchange Act are
incorporated herein by reference:
1. The Company's quarterly report on Form 10-Q for the
quarter ended June 30, 1998 filed with the Commission on August
13, 1998.
2. The Company's quarterly report on Form 10-Q for the
quarter ended March 31, 1998 filed with the Commission on May
6, 1998.
3. The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997 ("Form 10-K") filed with
the Commission on March 26, 1998.
All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act after the date of this Prospectus and prior to the
termination of the offering made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part
hereof from the date such documents were filed. Any statement
contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed,
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<PAGE>
except as so modified or superseded, to constitute a part of
this Prospectus.
The Company will provide without charge to each person,
including any beneficial owner, to whom a copy of this
Prospectus is delivered, upon the written or oral request of
such person, a copy of any and all of the documents
incorporated by reference herein (other than exhibits to such
documents, unless such exhibits are specifically incorporated
by reference in such documents). Requests for such copies
should be directed to David T. Kettig, Vice President - Legal
and Secretary, 96 Cummings Point Road, Stamford, CT 06902;
telephone (203) 358-8000.
THE COMPANY
Independence Holding Company is a holding company engaged
principally in the life and health insurance business through
its wholly-owned subsidiaries, Standard Security Life Insurance
Company of New York ("Standard Life"), Madison National Life
Insurance Company, Inc. ("Madison Life") and First Standard
Security Insurance Company ("First Standard").
Standard Life, which has an A (Excellent) rating from A.M.
Best & Company, Inc. ("Best"), is domiciled in New York and
licensed as an insurance company in all 50 states, the District
of Columbia, the Virgin Islands and Puerto Rico. Madison Life,
which is domiciled in Wisconsin and licensed to sell insurance
products in 45 states, the District of Columbia and the Virgin
Islands, has a B++ (Very Good) rating from Best. First
Standard, which is domiciled in Delaware and licensed to write
and reinsure property and casualty insurance in Delaware and
New York, does not currently have a letter Best's rating, but
does have a Financial Performance Rating ("FPR") of 5 (Good)
from Best. Best assigns FPR ratings to smaller and/or newer
companies that do not fulfill Best's size and operating
requirements for a letter Best's rating. Best's ratings are
assigned after an extensive quantitative and qualitative
evaluation of a company's financial condition and operating
performance. Best's ratings are based upon factors relevant to
policyholders, agents, and intermediaries, and are not directed
toward protection of investors. Best's ratings are not
recommendations to buy, sell or hold securities of the Company.
USE OF PROCEEDS
The proceeds from exercise of the Warrants shall be used
by the Company for general corporate purposes.
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<PAGE>
DESCRIPTION OF COMMON STOCK
Holders of the Common Stock are entitled to one vote for
each share held of record on matters submitted to a vote of
stockholders. Holders of the Common Stock do not have
cumulative voting rights. Except as otherwise provided by law,
action can be taken by a majority of shares entitled to vote at
a meeting.
Subject to preferences which may be granted to holders of
any preferred stock then outstanding, the holders of the Common
Stock are entitled to receive dividends when and as may be
declared by the Board of Directors out of funds legally
available therefor. In the event of liquidation or dissolution
of the Company after payment of liabilities and any amounts
which may be due to any preferred stockholders, holders of the
Common Stock are entitled to share ratably in the remaining
assets of the Company, subject to any participating or similar
rights of any preferred stock then outstanding. Holders of the
Common Stock have no conversion, preemptive, exchange,
preference, or redemption rights.
LEGAL MATTERS
The legality of the issuance of the securities being
offered hereby is being passed on for the Company by David T.
Kettig, Esq., Vice President - Legal of the Company.
EXPERTS
The consolidated financial statements and schedules of the
Company as of December 31, 1997 and 1996, and for each of the
years in the three year period ended December 31, 1997, have
been incorporated by reference herein and in the Registration
Statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as
experts in accounting and auditing.
7
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth various expenses in
connection with the sale and distribution of the securities
being registered. All of the amounts shown are estimates except
for the Securities and Exchange Commission Registration Fee.
Securities and Exchange
Commission Registration Fee $12,000*
NASDAQ Listing Fee $17,500
Accounting Fees $ 5,000
Legal Fees and Disbursements $ 2,500
Miscellaneous $ 5,000
Total $42,000
*This fee was previously paid in connection with the
Registration Statement.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Registrant's Restated Certificate of Incorporation
includes a provision that eliminates the personal liability of
its directors to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director to
the maximum extent permitted by the Delaware Law. The Delaware
Law does not permit liability to be eliminated (i) for any
breach of a director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of
law, (iii) for unlawful payments of dividends or unlawful stock
repurchases or redemptions, as provided in Section 174 of the
Delaware Law or (iv) for any transaction from which the
director derived an improper personal benefit. In addition, the
Bylaws of the Registrant provide that the Registrant shall
indemnify its directors and executive officers to the fullest
extent permitted by the Delaware Law, including those
circumstances in which indemnification would otherwise be
discretionary, subject to certain exceptions.
The indemnification provisions in the Registrant's Bylaws
may permit indemnification for liabilities arising under the
Securities Act. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
8
<PAGE>
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable.
ITEM 16. EXHIBITS.
EXHIBIT DESCRIPTION
- ------- -----------
3(i) Restated Certificate of Incorporation of
Independence Holding Company*
5 Opinion of David T. Kettig, Esq.
23.1 Consent of KPMG Peat Marwick LLP
Independent Certified Public Accountants
23.2 Consent of David T. Kettig, Esq.(included in
Exhibit 5)
24 Power of Attorney (included on signature page of
the Registration Statement)
*Such exhibit is incorporated by reference to the Report on
Form 10-Q for the quarter ended June 30, 1996 of Independence
Holding Company.
ITEM 17. UNDERTAKINGS.
A. The Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement;
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any
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<PAGE>
material change to such information in the
registration statement;
Provided, however, that paragraphs (i) and (ii) shall not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
B. The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the provisions described under Item 15 above, or otherwise, the
Registrant has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted against the Registrant by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
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whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized in Stamford, State of Connecticut, on October 8,
1998.
INDEPENDENCE HOLDING COMPANY
By:/s/ Steven B. Lapin
-------------------
Steven B. Lapin
President and
Chief Operating Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Steven B.
Lapin or David T. Kettig, or either of them, with the power of
substitution, her or his attorney-in-fact, to sign any
amendments to this Registration Statement (including post-
effective amendments), and to file the same, with exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorney-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
/s/ Harold E. Johnson* Director October 8, 1998
- ---------------------
Harold E. Johnson
/s/ Allan C. Kirkman* Director October 8, 1998
- --------------------
Allan C. Kirkman
/s/ Steven B. Lapin President,
- ------------------- Chief Operating
Steven B. Lapin Officer and
Director October 8, 1998
/s/ Donald T. Netter* Director October 8, 1998
- --------------------
Donald T. Netter
/s/ Edward Netter* Chairman, Chief
- ----------------- Executive Officer,
Edward Netter Principal Executive
Officer)and
Director October 8, 1998
/s/ Edward J. Scheider* Director October 8, 1998
- ----------------------
Edward J. Scheider
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/s/ Roy T.K. Thung* Executive Vice
- ------------------ President, Chief
Roy T.K. Thung Financial Officer,
Treasurer,
(Principal
Financial Officer)
and Director October 8, 1998
/s/Teresa A. Herbert Vice President
- -------------------- and Controller
Teresa A. Herbert (Principal
Accounting
Officer) October 8, 1998
*By David T. Kettig, as attorney-in-fact
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
3(i) Restated Certificate of Incorporation of
Independence Holding Company*
5 Opinion of David T. Kettig, Esq.
23.1 Consent of KPMG Peat Marwick LLP
Independent Certified Public Accountants
23.2 Consent of David T. Kettig, Esq. (included
in Exhibit 5)
24 Power of Attorney (included on signature
page of the Registration Statement)
*Such exhibit is incorporated by reference to the Report on
Form 10-Q for the quarter ended June 30, 1996 of Independence
Holding Company.
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EXHIBIT 5
OPINION OF DAVID T. KETTIG
Independence Holding Company
96 Cummings Point Road
Stamford CT 06902
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
I have acted as counsel to Independence Holding Company, a
Delaware corporation (the "Company"), in connection with the post-
effective amendments on Form S-3 to the Registration Statement on
Form S-11 which the Company filed with the Securities and
Exchange Commission on May 25, 1971 (Registration No. 2-40517)
(the "Registration Statement") for the purpose of registering
under the Securities Act of 1933, as amended (the "Securities
Act"), shares of its Common Stock, $1.00 par value (the
"Shares"), issuable upon the exercise of outstanding Share
Purchase Warrants (the "Warrant Shares").
In rendering my opinion, I have examined the following
documents:
(a) The Restated Certificate of Incorporation of the
Company, certified by the Secretary of State of the
State of Delaware;
(b) The Bylaws of the Company;
(c) The Registration Statement and amendments and post-
effective amendments thereto; and
(d) Share Purchase Warrant dated June 22, 1971, as amended
(the "Warrant").
This opinion is limited to the federal laws of the United
States of America and Delaware corporate law. I disclaim any
opinion as to the laws of any other jurisdiction. I further
disclaim any opinion as to any other statute, rule, regulation,
ordinance, order or other promulgation of any other jurisdiction
or any regional or local governmental body or as to any related
judicial or administrative opinion.
Based upon the foregoing and my examination of such
questions of law as I have deemed necessary or appropriate for
the purpose of this opinion, and assuming that the Warrant Shares
are issued, delivered and paid for in accordance with the terms
of the Warrant, it is my opinion that the Warrant Shares covered
by the Registration Statement will be validly issued, fully paid
and nonassessable.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ David T. Kettig, Esq.
-------------------------
David T. Kettig, Esq.
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Independence Holding Company:
We consent to the use of our report incorporated herein by
reference and to the reference to our firm under the heading
"Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
New York, New York
October 8, 1998
