UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 37)*
____________

INDEPENDENCE HOLDING COMPANY
(Name of Issuer)

Common Stock, par value $1.00 per share
(Title of Class of Securities)

453440307
(CUSIP Number of Class of Securities)

H. William Smith
96 Cummings Point Road
Stamford, CT 06902
(203) 358-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 29, 2021
(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 ☐.

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).
 
Page 1 of 7

CUSIP NO. 453440307

1.
NAMES OF REPORTING PERSONS

GENEVE HOLDINGS, INC.

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)          ☒
(b)          ☐
3.
SEC USE ONLY
4.
SOURCE OF FUNDS (see instructions)
 
WC
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 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
 
9,145,226
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
9,145,226
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,145,226*
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.5%
14.
TYPE OF REPORTING PERSON (see instructions)
CO
*
A portion of these shares of Common Stock is also reported as beneficially owned by Argent Investors Management Corporation, SIC Securities Corp. and SMH Associates Corp. See Item 5 of Amendment No. 36 to this Schedule 13D, filed by the Reporting Persons with the Securities and Exchange Commission on July 15, 2021.
 
Page 2 of 7

CUSIP NO. 453440307

1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
ARGENT INVESTORS MANAGEMENT CORPORATION
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)          ☒
 
(b)          ☐
3.
SEC USE ONLY
4.
SOURCE OF FUNDS (see instructions)
 
WC
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7.
SOLE VOTING POWER
 
0
8.
SHARED VOTING POWER
 
1,980,000
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
1,980,000
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,980,000*
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.5%
14.
TYPE OF REPORTING PERSON (see instructions)
CO
 
*
These shares of Common Stock are also reported as beneficially owned by Geneve Holdings, Inc. See Item 5 of Amendment No. 36 to this Schedule 13D, filed by the Reporting Persons with the Securities and Exchange Commission on July 15, 2021.
 
Page 3 of 7

CUSIP NO. 453440307

1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

SIC SECURITIES CORP.

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)          ☒
 
(b)          ☐
3.
SEC USE ONLY
4.
SOURCE OF FUNDS (see instructions)
 
WC
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 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
 
3,610,859
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
3,610,859
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,610,859*
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7%
14.
TYPE OF REPORTING PERSON (see instructions)
CO
*
These shares of Common Stock are also reported as beneficially owned by Geneve Holdings, Inc. See Item 5 of Amendment No. 36 to this Schedule 13D, filed by the Reporting Persons with the Securities and Exchange Commission on July 15, 2021.
 
Page 4 of 7

CUSIP NO. 453440307

1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

SMH ASSOCIATES CORP.

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)          ☒
(b)          ☐
3.
SEC USE ONLY
4.
SOURCE OF FUNDS (see instructions)
 
WC
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 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
 
3,554,367
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
3,554,367
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,554,367*
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.3%
14.
TYPE OF REPORTING PERSON (see instructions)
CO
*
These shares of Common Stock are also reported as beneficially owned by Geneve Holdings, Inc. See Item 5 of Amendment No. 36 to this Schedule 13D, filed by the Reporting Persons with the Securities and Exchange Commission on July 15, 2021.
 
Page 5 of 7

Explanatory Note:

This Amendment No. 37 (“Amendment”) to the initial Statement on Schedule 13D, filed on February 8, 1980, as amended prior to the date hereof (the “Statement”), hereby supplements, amends and restates, where indicated, the Statement relating to the shares of Common Stock, par value $1.00 per share, of Independence Holding Company, a Delaware corporation. This Amendment is filed by Geneve Holdings, Inc. (“GHI”), Argent Investors Management Corporation (“ARGENT”), SIC Securities Corp. (“SIC”) and SMH Associates Corp. (“SMHAC”) (each a “Reporting Person” and, collectively, the “Reporting Persons”). The Statement, as so amended by this Amendment, is referred to herein as the “Schedule 13D”. The joint filing agreement of the Reporting Persons is attached hereto as Exhibit A.

Item 4. Purpose of the Transaction.

Item 4 of the Statement is hereby supplemented and amended to add the following:

“On August 29, 2021, GHI, on behalf of itself and the other Reporting Persons, submitted a preliminary non-binding proposal to the Board of Directors of the Issuer related to the proposed acquisition by the Reporting Persons of all of the shares of common stock of the Issuer not beneficially owned by the Reporting Persons for cash consideration of US$50.00 per share. References to the proposal in this Schedule 13D are qualified in their entirety by reference to the proposal, a copy of which is attached hereto as Exhibit B, and incorporated herein by reference in its entirety.

Except for the foregoing, none of the Reporting Persons has any plans or proposals which relate to, or would result in, any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.”

Item 7. Material to be Filed as Exhibits.

Item 7 of the Statement is hereby amended by substituting the following exhibit for the existing exhibit in the Statement:

Joint Filing Agreement, dated August 29, 2021, among Geneve Holdings, Inc., Argent Investors Management Corporation, SIC Securities Corp., and SMH Associates Corp.
Preliminary Non-Binding Proposal Letter, dated August 29, 2021, from Geneve Holdings, Inc. to the Board of Directors of Independence Holding Company

Page 6 of 7

Signature

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.

 
GENEVE HOLDINGS, INC.
   
 
By: /s/Steven B. Lapin
 
Steven B. Lapin
 
Chairman, Chief Executive Officer
and President
   
 
SIC SECURITIES CORP.
   
 
By: /s/Steven B. Lapin
 
Steven B. Lapin
 
President
   
 
SMH ASSOCIATES CORP.
   
 
By: /s/Steven B. Lapin
 
Steven B. Lapin
 
President
   
 
ARGENT INVESTORS
MANAGEMENT CORPORATION
   
 
By: /s/Steven B. Lapin
 
Steven B. Lapin
 
Chairman and President

August 29, 2021


Page 7 of 7


Exhibit A

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to file with the Securities and Exchange Commission jointly on behalf of each of them the Statement on Schedule 13D with respect to the securities of Independence Holding Company to which this Joint Filing Agreement is attached as an exhibit (including any and all amendments thereto) and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were on the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of August 29, 2021.

 
GENEVE HOLDINGS, INC.
   
 
By: /s/Steven B. Lapin
 
Steven B. Lapin
 
Chairman, Chief Executive Officer
and President
   
 
ARGENT INVESTORS
MANAGEMENT CORPORATION
   
 
By: /s/Steven B. Lapin
 
Steven B. Lapin
 
Chairman and President
   
 
SIC SECURITIES CORP.
   
 
By: /s/Steven B. Lapin
 
Steven B. Lapin
 
President
   
 
SMH ASSOCIATES CORP.
   
 
By: /s/Steven B. Lapin
 
Steven B. Lapin
 
President
 



Exhibit B

Geneve Holdings, Inc.
ninety six cummings point road, Stamford, Connecticut 06902

August 29, 2021

The Board of Directors (the “Board”)
Independence Holding Company
96 Cummings Point Road
Stamford, CT 06902

Dear Directors:

Geneve Holdings, Inc., for itself and on behalf of its wholly-owned affiliates (collectively, “Geneve”), is pleased to submit this preliminary non-binding proposal to acquire, through a merger or otherwise, all of the outstanding shares of common stock (the “Common Shares”) of Independence Holding Company (the “Company”) that are not already beneficially owned by Geneve in a going-private transaction (the “Proposed Transaction”). As you know, Geneve currently beneficially owns approximately 62.5% of the issued and outstanding Common Shares.

Geneve’s proposed purchase price for each Common Share is US$50.00 in cash, which we believe will provide superior value to the Company’s minority stockholders. The structure of the Proposed Transaction is still being considered by Geneve. The principal terms and conditions of the Proposed Transaction will be set forth in definitive agreements to be negotiated by Geneve with the independent directors of the Company, which we expect will contain representations, warranties, covenants and conditions that are customary and appropriate for transactions of this type (the “Definitive Agreements”). The consummation of the Proposed Transaction will be subject to, and contingent upon, the consummation of: (i) the pending sale of Independence American Insurance Company to Iguana Capital, Inc.; and (ii) the pending sale of Standard Security Life Insurance Company of New York to Reliance Standard Life Insurance Company. We do not anticipate requiring debt financing to consummate the Proposed Transaction.

In considering this proposal, you should be aware that Geneve is interested only in pursuing the Proposed Transaction and does not intend to sell Geneve’s stake in the Company to any third party. Geneve recognizes that the Board will evaluate the Proposed Transaction independently before it can make its determination whether to endorse it. In addition, Geneve expects that a special committee of independent directors of the Company will consider our proposal carefully and make a recommendation to the Board; Geneve expects that the special committee will retain legal and financial advisors to assist it in evaluating Geneve’s proposal. Moreover, the consummation of the Proposed Transaction will be conditioned upon the non-waivable condition requiring approval of the Proposed Transaction by stockholders holding at least a majority of all the issued and outstanding Common Shares not held by Geneve and its affiliates. We will not move forward with the Proposed Transaction unless it is approved by such special committee (with the assistance of its legal and financial advisors) and such unaffiliated stockholders. We believe that, with the full cooperation of the Company, we can complete customary legal, financial and accounting due diligence for the Proposed Transaction in a timely manner and in parallel with discussions on the Definitive Agreements.
 

As required by law, Geneve will promptly file an amendment to Schedule 13D with the U.S. Securities and Exchange Commission to disclose this proposal. Geneve assumes that you will agree with Geneve that it is in all of our interests to ensure that we proceed with our discussions relating to the Proposed Transaction in a confidential manner, unless otherwise required by law, until we have executed the Definitive Agreements or terminated our discussions.

This proposal is not a binding offer, agreement or an agreement to make a binding offer. This proposal is our preliminary indication of interest and does not contain all matters upon which agreement must be reached in order to consummate the Proposed Transaction, nor does it create any binding rights or obligations in favor of any person. A binding commitment will result only from the execution of the Definitive Agreements, and then will be on the terms and conditions provided in the Definitive Agreements.

Geneve is confident in its ability to consummate the Proposed Transaction as outlined in this proposal and would like to express its commitment to working together with the special committee of independent directors of the Company to bring the Proposed Transaction to a successful and timely conclusion. Should you have any questions regarding this proposal, please do not hesitate to contact us. We look forward to hearing from you.

 
Sincerely,
       
 
GENEVE HOLDINGS, INC.
       
 
By:
/s/Steven B. Lapin
 
       
 
Name: Steven B. Lapin
       
 
Title: Chairman, Chief Executive Officer and President