Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
Information
to be Included in Statements Filed Pursuant
to
§240.13d-1(a) and Amendments Thereto Filed Pursuant to
§240.13d-2(a)
(Amendment
No. 8)
AMERICAN
INDEPENDENCE CORP.
(Name of
Issuer)
Common
Stock, $0.01 Par Value
(Title of
class of securities)
026760 40
5
(CUSIP
Number)
Ms.
Teresa A. Herbert
96
Cummings Point Road
Stamford,
CT 06902
(203)
358-8000
(Name,
Address, and Telephone Number of person
authorized
to receive notices and communications)
June 30,
2010
(Date of
Event which requires filing of this statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the
following box. o
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 13d–7 for other parties to
whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
1. Name
of Reporting Person
Independence
Holding Company
2. Check
the Appropriate Box if a Member of a Group
(a) x
(b) o
3. SEC
Use Only
4. Source
of Funds
5. Check
Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
6. Citizenship
or Place of Organization
Delaware
|
Number
of Shares
Beneficially
Owned By Each Reporting Person With
|
7. Sole
Voting Power
|
0
|
|
8. Shared
Voting Power
|
0
|
|
9. Sole
Dispositive Power
|
0
|
|
10 Shared
Dispositive Power
|
0
|
11. Aggregate
Amount Beneficially Owned by Each Reporting Person
4,264,501
(1)
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13. Percent
of Class Represented by Amount in Row (11)
50.07%
14. Type
of Reporting Person
CO,
HC
(1) Of the shares reported, pursuant to
Rule 13d-4 promulgated under the Securities Exchange Act of 1934, as amended,
Independence Holding Company hereby disclaims beneficial ownership as to the
4,264,501 shares owned by its indirect, wholly owned subsidiary, Madison
Investors Corporation.
1. Name
of Reporting Person
Madison
National Life Insurance Company, Inc.
2. Check
the Appropriate Box if a Member of a Group
3. SEC
Use Only
4. Source
of Funds
5. Check
Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
6. Citizenship
or Place of Organization
Wisconsin
|
Number
of Shares
Beneficially
Owned By Each Reporting Person With
|
7. Sole
Voting Power
|
0
|
|
8. Shared
Voting Power
|
0
|
|
9. Sole
Dispositive Power
|
0
|
|
10 Shared
Dispositive Power
|
0
|
11. Aggregate
Amount Beneficially Owned by Each Reporting Person
4,264,501
(1)
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13. Percent
of Class Represented by Amount in Row (11)
50.07%
14. Type
of Reporting Person
CO
(1) Of the shares reported, pursuant to
Rule 13d-4 promulgated under the Securities Exchange Act of 1934, as amended,
Madison National Life Insurance Company, Inc. hereby disclaims beneficial
ownership as to the 4,264,501 shares owned by its direct, wholly owned
subsidiary, Madison Investors Corporation.
1. Name
of Reporting Person
Madison
Investors Corporation
2. Check
the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC
Use Only
4. Source
of Funds
WC
5. Check
Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
6. Citizenship
or Place of Organization
Delaware
|
Number
of Shares Beneficially Owned By Each Reporting Person With
|
7. Sole
Voting Power
|
4,264,501
|
|
8. Shared
Voting Power
|
0
|
|
9. Sole
Dispositive Power
|
4,264,501
|
|
10 Shared
Dispositive Power
|
0
|
11. Aggregate
Amount Beneficially Owned by Each Reporting Person
4,264,501
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13. Percent
of Class Represented by Amount in Row (11)
50.07%
14. Type
of Reporting Person
CO
This
Amendment No. 8 to Schedule 13D is filed by each of Independence Holding
Company, a Delaware corporation ("IHC"), Madison National Life Insurance
Company, Inc., a Wisconsin corporation (“Madison”), and Madison Investors
Corporation, a Delaware corporation ("MIC"), pursuant to Rule 13d-2(a) under the
Securities Exchange Act of 1934, as amended. This Amendment No. 8 to
Schedule 13D amends and supplements the Schedule 13D (as previously amended, the
“Schedule 13D”) originally filed with the Securities and Exchange Commission on
August 8, 2002 relating to the Common Stock, par value $0.01 per share (“Common
Stock”), of American Independence Corp., a Delaware corporation (the
“Company”).
Item
3. Source and Amount of Funds or Other Consideration.
Item 3 of
the Schedule 13D is hereby amended to add the following to the end
thereof:
IHC
acquired a total of 9,537 shares of Common Stock on such dates and in such share
and dollar amounts as follows: March 9, 2010, 3,100 shares for $17,980; March
12, 2010, 1,500 shares for $9,075; March 16, 2010, 1,598 shares for $9,876;
March 17, 2010, 1,103 shares for $7,004; March 18, 2010, 500 shares for $3,200;
March 19, 2010, 1,345 shares for $8,621; March 22, 2010, 391 shares for
$2,463. In each case, the total amount of funds expended by IHC for
such acquisition was from IHC’s working capital.
Item
4. Purpose of Transaction.
Item 4 of
the Schedule 13D is hereby amended to add the following to the end
thereof:
IHC
acquired beneficial ownership of the shares of Common Stock to which the most
recent amendment to this Schedule 13D relates for investment purposes and to
increase its equity interest in the Company.
Item
5. Interest in Securities of the Issuer.
Paragraph
(a) of Item 5 of the Schedule 13D is hereby amended to add the following to the
end thereof:
On June
30, 2010, IHC and its direct and indirect subsidiaries, collectively,
beneficially owned an aggregate of 4,264,501 shares of Common Stock,
representing approximately 50.07% of the outstanding shares of Common Stock,
based upon the 8,516,976 shares of Common Stock of the Company issued and
outstanding as of such date. Of such 4,264,501 shares of Common
Stock, pursuant to Rule 13d-4 promulgated under the Securities Exchange Act of
1934, as amended, IHC disclaimed beneficial ownership as to the shares owned by
its indirect, wholly owned subsidiary, as follows: 4,264,501 shares owned by
MIC.
Paragraph
(c) of Item 5 of the Schedule 13D is hereby amended to add the following to the
end thereof:
Other
than as reported by this Schedule 13D, no person reporting hereunder has
effected any transaction in shares of Common Stock during the sixty days
preceding the date of the most recent amendment hereto.
Item
7. Material to be Filed as Exhibits.
Item 7 of
the Schedule 13D is hereby amended to add the following exhibit:
|
99.4
|
Agreement
of Joint Filing
|
SIGNATURES
After
reasonable 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.
Date:
July 9, 2010
INDEPENDENCE HOLDING
COMPANY
By: /s/ Adam C.
Vandervoort
Adam
C. Vandervoort, Vice President
MADISON NATIONAL LIFE INSURANCE
COMPANY, INC.
By: /s/ David T. Kettig
________________
David
T. Kettig, Senior Vice President
MADISON INVESTORS
CORPORATION
By: /s/ Teresa A. Herbert
______________
Teresa
A. Herbert, Senior Vice President