As filed with the Securities and Exchange Commission on April 6,
1998
Registration No. 2-40517
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________
POST-EFFECTIVE AMENDMENT NO. 1 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. /__/
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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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SUBJECT TO COMPLETION,
DATED APRIL 6, 1998
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 April
__, 1998, the last reported sales price of the Common Stock on
the NASDAQ was $_____ 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 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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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 April __, 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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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 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, 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
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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
is domiciled in Delaware and licensed to write and reinsure
property and casualty insurance in Delaware and New York.
USE OF PROCEEDS
The proceeds from exercise of the Warrants shall be used by
the Company for general corporate purposes.
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.
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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.
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 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
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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
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*
23.1 Consent of KPMG Peat Marwick LLP Independent
Certified Public Accountants
24 Power of Attorney (included on signature page
of the Registration Statement)
ITEM 17. UNDERTAKINGS.
A. The undersigned Company 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;
*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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(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any 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 undersigned Company 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
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its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
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 the 6th of April, 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 April 6, 1998
- - ---------------------
Harold E. Johnson
/s/ Allan C. Kirkman Director April 6, 1998
- - ---------------------
Allan C. Kirkman
/s/ Steven B. Lapin President, Chief April 6, 1998
- - --------------------- Operating Officer
Steven B. Lapin and Director
/s/ Donald T. Netter Director April 6, 1998
- - ---------------------
Donald T. Netter
/s/ Edward Netter Chairman, Chief April 6, 1998
- - --------------------- Executive Officer,
Edward Netter (Principal Executive
Officer) and Director
/s/ Edward J. Scheider Director April 6, 1998
- - ----------------------
Edward J. Scheider
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/s/ F. Peter Zoch, III Director April 6, 1998
- - ----------------------
F. Peter Zoch, III
/s/ Roy T.K. Thung Executive Vice April 6, 1998
- - ---------------------- President, Chief
Roy T.K. Thung Financial Officer,
Treasurer,
(Principal Financial
Officer) and Director
/s/Teresa A. Herbert Vice President April 6, 1998
- - ---------------------- and Controller
Teresa A. Herbert (Principal
Accounting Officer)
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
- - ------- -----------
3(i) Restated Certificate of Incorporation of
Independence Holding Company*
23.1 Consent of KPMG Peat Marwick LLP
Independent Certified Public Accountants
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 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
April 6, 1998
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