<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period Ended June 30, 1996
Commission file number 0-28214
MEDICAL DEFENSE HOLDING CO.
(Exact name of registrant as specified in its charter)
MISSOURI 43-1696112
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
311 EAST WOODHURST, SPRINGFIELD, MISSOURI 65804
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code): (417) 887-03120
----------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [x] No. ______
Indicate the number of shares outstanding of each of the issuer's classes
of common stocks, as of the latest practicable date.
<TABLE>
<CAPTION>
Class Outstanding at November 11, 1996
----- --------------------------------
<S> <C>
Class A Common Stock, $.50 par value 999,998
Class B Common Stock, $.50 par value 19,604
</TABLE>
Page 1 of 3
<PAGE>
PART II--OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Securities Holders.
(a),(b),(c) The Company held its annual meeting of stockholders on April
16, 1996 and the following matters were voted on at that meeting:
1. Election of the following directors to serve until their successors
are duly qualified and elected or until their earlier death or resignation:
<TABLE>
<CAPTION>
Director For Withheld/Opposed
-------- --- ----------------
<S> <C> <C>
Ronald G. Benson 999,998 0
Gary L. Robinson 999,998 0
John J. Stamatis 999,998 0
Arlen D. Winsky 999,998 0
David W. Brown 999,998 0
Geri H. Morrison 999,998 0
</TABLE>
2. Ratification of Coopers & Lybrand, L.L.P., as independent auditors of
the Company and its subsidiaries: For - 964,284; Withheld/Opposed - 0.
3. Ratification of actions taken by officers and directors from
organization to the meeting date: For - 999,998; Withheld/Opposed - 0.
(d) Not Applicable.
Page 2 of 3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MEDICAL DEFENSE HOLDING CO.
(Registrant)
Date: November 12, 1996 By: /s/ Ronald G. Benson, M.D.
----------------------------------------
Ronald G. Benson
Chief Executive Officer
Page 3 of 3
