UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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, Connecticut 06902
(203) 358-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 29, 2005
(Date of Events Which Require Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which 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 [ ]
(Continued on following pages)
(Page 1 of 7 Pages)
CUSIP NO.:
026760 40 5 SCHEDULE 13D|
1 |
NAME OF REPORTING PERSONS |
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Independence Holding Company 58-1407235 |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [X] |
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(b) ⃞ |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS
|
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
⃞ |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
7 |
SOLE VOTING POWER 1,084,433 |
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8 |
SHARED VOTING POWER 0 |
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9 |
SOLE DISPOSITIVE POWER 1,084,433 |
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10 |
SHARED DISPOSITIVE POWER 0 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,041,640 |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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Independence Holding Company disclaims beneficial ownership as to 2,761,154 shares beneficially owned by Madison Investors Corporation and as to 196,053 shares owned by Madison National Life Insurance Company, Inc. |
[X] |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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|
47.8% |
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14 |
TYPE OF REPORTING PERSON |
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|
CO |
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CUSIP NO.:
026760 40 5 SCHEDULE 13D|
1 |
NAME OF REPORTING PERSONS |
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|
Madison National Life Insurance Company, Inc. 39-0990296 |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [X] |
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(b) ⃞ |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS WC |
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
⃞ |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Wisconsin |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
7 |
SOLE VOTING POWER 196,053 |
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8 |
SHARED VOTING POWER 0 |
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|
9 |
SOLE DISPOSITIVE POWER 196,053 |
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|
10 |
SHARED DISPOSITIVE POWER 0 |
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|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,957,207 |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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Madison National Life Insurance Company, Inc. disclaims beneficial ownership of 2,761,154 shares beneficially owned by Madison Investors Corporation. |
[x] |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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|
35.0% |
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14 |
TYPE OF REPORTING PERSON |
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|
CO |
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CUSIP NO.:
026760 40 5 SCHEDULE 13D|
1 |
NAME OF REPORTING PERSONS |
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Madison Investors Corporation 39-1746479 |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [X] |
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(b) ⃞ |
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3 |
SEC USE ONLY |
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|
4 |
SOURCE OF FUNDS
|
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|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
⃞ |
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|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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|
Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
7 |
SOLE VOTING POWER |
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|
8 |
SHARED VOTING POWER 0 |
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9 |
SOLE DISPOSITIVE POWER 2,761,154 |
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10 |
SHARED DISPOSITIVE POWER 0 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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|
2,761,154 |
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|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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|
⃞ |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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32.7% |
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14 |
TYPE OF REPORTING PERSON |
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CO |
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This Amendment No. 5 to Schedule 13D is filed by Independence Holding Company, a Delaware corporation ("IHC"), Madison National Life Insurance Company, Inc. ("MNL"), a Wisconsin corporation, and Madison Investors Corporation, a Delaware corporation ("Madison"), pursuant to Rule 13d-2(a) under the Securities Exchange Act of 1934, as amended. This Amendment No. 5 to the Schedule 13D amends and supplements the Schedule 13D, as filed with the Securities and Exchange Commission (the "Commission") on August 8, 2002, relating to the common stock, par value $0.01 per share (the "Common Stock"), of American Independence Corp., a Delaware corporation (the "Company"). Capitalized terms not otherwise defined in this Amendment No. 5 to Schedule 13D have the meaning given to them in such Schedule 13D.
Item 3: Source and Amount of Funds and Other Consideration.
Item 3 is hereby amended by adding the following paragraph to the end thereof:
MNL acquired 196,053 shares of Common Stock on August 29, 2005. The total amount of funds expended by MNL for the purchase was $2,533,985 from its working capital.
Item 4: Purpose of Transaction.
Item 4 is hereby amended by adding the following paragraph to the end thereof:
MNL acquired beneficial ownership of the shares of Common Stock to which 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 is hereby amended by:
(1) changing, in the paragraph concerning Mr. Robert P. Ross, the number of shares, of which Mr. Ross is the beneficial owner of and has the sole power to vote and dispose of, from "30,166" to "30,116";
(2) adding the following paragraph to the end of Paragraph (a) of Item 5:
As of August 29, 2005, IHC beneficially owns an aggregate of 4,041,640 shares of Common Stock (including 196,053 shares owned by MNL, and 2,761,154 shares owned by Madison), representing approximately 47.8% of the outstanding shares of Common Stock based upon the 8,451,223 shares of Common Stock reported by the Company to be issued and outstanding as of August 9, 2005 as reported in the Company's Form 10-Q for the period ended June 30, 2005.
Paragraph (c) of item 5 is hereby amended by adding the following paragraph to the end thereof:
Except as set forth below, no person named in response to Paragraph (a) has effected any transaction in shares of the Common Stock of the Company since the most recent filing of Schedule 13 D (Amendment No. 4) on August 22, 2005:
IHC acquired 50,000 shares of the Common Stock, at $14.00 per share, in a private purchase on August 24, 2005.
Item 7. Material to be Filed as Exhibits
Exhibit No. Description
99.2 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.
INDEPENDENCE HOLDING COMPANY
By: /s/ Teresa A. Herbert_____________
Teresa A. Herbert, Senior Vice President
MADISON INVESTORS CORPORATION
By: /s/ Teresa A. Herbert________________
Teresa A. Herbert, Vice President
MADISON NATIONAL LIFE
INSURANCE COMPANY, INC.
By: /s/ David T. Kettig________________
David T. Kettig, Vice President
EXHIBIT 99.2
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1 (k) promulgated under the Securities Exchange Act of 1934, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the "Statement") to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of August 29, 2005.
INDEPENDENCE HOLDING COMPANY
By: /s/ Teresa A. Herbert________________
Teresa A. Herbert, Senior Vice President
MADISON INVESTORS CORPORATION
By: /s/ Teresa A. Herbert________________
Teresa A. Herbert, Vice President
MADISON NATIONAL LIFE
INSURANCE COMPANY, INC.
By: /s/ David T. Kettig________________
David T. Kettig, Vice President