<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FINAL AMENDMENT
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
----------------
MEDICAL DEFENSE HOLDING CO.
(NAME OF ISSUER)
MEDICAL DEFENSE HOLDING CO.
(NAME OF PERSON(S) FILING STATEMENT)
PREFERRED STOCK, $1.00 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
58455P 30 0
(CUSIP NUMBER OF CLASS OF SECURITIES)
----------------
MS. GERI MORRISON
MEDICAL DEFENSE HOLDING CO.
1311 EAST WOODHURST
SPRINGFIELD, MISSOURI 65804
(417) 887-3120
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
COPY TO:
MARY ANNE O'CONNELL
HUSCH & EPPENBERGER
1200 MAIN STREET, SUITE 1700
KANSAS CITY, MISSOURI 64105
(816) 421-4800
SEPTEMBER 12, 1996
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Final Amendment amends and supplements the Issuer Tender Offer Statement
on Schedule 13E-4, dated September 12, 1996, as amended on October 22, 1996 (the
"Schedule 13E-4"), of Medical Defense Holding Co., a Missouri corporation (the
"Company"), relating to the offer by the Company to purchase up to 5,000,000
shares of its Preferred Stock ("Preferred Shares"), at prices not less than $.30
nor in excess of $.40 per Preferred Share in cash upon the terms and conditions
set forth in the Offer to Purchase dated September 12, 1996 (the "Offer to
Purchase") and in the related Letter of Transmittal (which together constitute
the "Offer").
On November 8, 1996, the Company announced that, based upon a count by UMB
Bank, n.a., the depositary for the Offer, 2,732,007 Preferred Shares were
properly tendered in the Offer and that it had accepted for purchase all of such
2,781,338 Preferred Shares at a price of $.40 per Preferred Share.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) Not applicable.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
(a)-(j) Not applicable.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
Not applicable.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
Not applicable.
ITEM 6. PERSONS RETAINED, EMPLOYED, OR TO BE COMPENSATED.
Not applicable.
ITEM 7. FINANCIAL INFORMATION.
(a)-(b) Not applicable.
1
<PAGE>
ITEM 8. ADDITIONAL INFORMATION.
(a)-(e) Not applicable.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended by the addition of the following exhibits:
(a)(5) Letter dated November 8, 1996 from Ronald G. Benson, Chief Executive
Officer of the Company, indicating acceptance for purchase of shares
properly tendered pursuant to the Offer to Purchase.
(a)(6) Letter dated November 8, 1996 from Ronald G. Benson, Chief Executive
Officer of the Company, indicating rejection of shares not properly
tendered pursuant to the Offer to Purchase.
SIGNATURE
After inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Medical Defense Holding Co.
/s/ Ronald G. Benson
By:__________________________________
Ronald G. Benson,
Chief Executive Officer
November 14, 1996
2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
(a)(5) Letter dated November 8, 1996 from Ronald G. Benson, Chief Executive
Officer of the Company, indicating acceptance for purchase of shares
properly tendered pursuant to the Offer to Purchase.
(a)(6) Letter dated November 8, 1996 from Ronald G. Benson, Chief Executive
Officer of the Company, indicating rejection of shares not properly
tendered pursuant to the Offer to Purchase.
</TABLE>
<PAGE>
EXHIBIT (a)(5)
[MDH Letterhead]
November 8, 1996
Dear Tendering Shareholder:
By this letter, you are hereby notified that Medical Defense Holding Co. ("MDH")
has accepted for purchase the number of shares of its Preferred Stock which you
tendered. The shares have been accepted for purchase by MDH pursuant to its
Offer to Purchase dated September 12, 1996 (the "Offer"). UMB Bank, n.a., the
Depositary for the Offer, will be forwarding a check directly to you for either
the full purchase price, or the purchase price less the fees associated with
lost certificates, of the shares accepted in the Offer. UMB Bank currently
estimates they will mail the checks on or about November 14, 1996.
Pursuant to the Offer, MDH proposed to purchase up to 5,000,000 shares of its
Preferred Stock for a purchase price of not less than $.30 or in excess of $.40.
The actual purchase price was thereafter determined through a "dutch auction"
procedure.
The Offer terminated in accordance with its terms at 5:00 p.m., Central Time, on
November 1, 1996. At such time 2,781,338 shares of MDH Preferred Stock were
tendered in the Offer. The lowest per share price at which MDH could purchase
all of the shares of Preferred Stock properly tendered in the Offer was $.40.
If you have any questions with regard to the payment of your shares accepted in
the Offer, please contact the Depositary at (816) 860-7411 (call collect). The
Board of Directors of MDH appreciates your interest in the Offer.
Very truly yours,
Ronald H. Benson
Chief Executive Officer
<PAGE>
EXHIBIT (a)(6)
[MDH Letterhead]
November 8, 1996
Dear Shareholder:
By this letter, you are hereby notified that your shares of Medical Defense
Holding Co. ("MDH") that you attempted to tender pursuant to Medical Defense
Holding Co.'s Offer to Purchase dated September 12, 1996 (the "Offer") will not
be accepted for purchase because your stock certificate(s) were not included
with your tender and the appropriate affidavit regarding lost certificates was
not received.
The Offer terminated in accordance with its terms at 5:00 p.m., Central Standard
Time, on November 1, 1996. At such time, 2,781,338 shares of MDH Preferred
Stock were properly tendered in the Offer and accepted. The purchase price in
the Offer, determined through a "dutch auction" procedure, yielded a price for
the shares properly tendered of $.40 per share.
The Board of Directors of MDH appreciates your interest in the Offer. The Board
will continue to explore alternatives to increase liquidity for holders of the
Preferred Stock, including, perhaps, other repurchase programs by MDH from time
to time.
Very truly yours,
Ronald G. Benson
Chief Executive Officer
