<PAGE>
---------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
(Amendment No. 1)
---------------------------
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
August 8, 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)
<PAGE>
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(6) Tender Offer Reminder
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.
September 22, 1997
MEDICAL DEFENSE HOLDING CO.
By: Ronald G. Benson
------------------------------
Ronald G. Benson,
Chief Executive Officer
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page No.
- ------- ----------- --------
<S> <C> <C>
(a)(6) Tender Offer Reminder
</TABLE>
<PAGE>
Exhibit 99.(A)(6)
TENDER OFFER REMINDER
---------------------
As a registered holder of Preferred Stock of Medical
Defense Holding Co., you were recently mailed information about the company's
tender offer which provides Preferred Shareholders an opportunity to sell their
preferred shares back to the company.
Please be reminded that the tender offer period will expire on
5:00 PM, CENTRAL TIME, OCTOBER 3, 1997.
A fully completed Letter of Transmittal
and the Certificate for shares must be
received by the Depositary, UMB Bank, by
the deadline for a tender to be valid. (label here with name and number
of preferred shares)
For additional information, please contact
the Information Agent, Mark Services, at
1-800-982-6275.
