NOTICE OF GUARANTEED DELIVERY
for Tender of Shares of Common Stock
of
AMERICAN INDEPENDENCE CORP.
for
$9.00 Net Per Share
to
MADISON INVESTORS CORPORATION
an indirect, wholly-owned subsidiary of
INDEPENDENCE HOLDING COMPANY
------------------
Do not use for signature guarantees
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This notice of guaranteed delivery, or a substantially equivalent form,
must be used to accept the offer by Madison Investors Corporation, a Delaware
corporation and an indirect, wholly-owned subsidiary of Independence Holding
Company, a Delaware corporation, to purchase for cash of up to 1,000,000 shares
of common stock of American Independence Corp., a Delaware corporation, if:
o certificates representing shares of American Independence Corp.
common stock are not immediately available,
o the procedures for book-entry transfer cannot be completed prior to
the expiration date of the offer, or
o if time will not permit all required documents to reach Mellon
Investor Services LLC, the depositary for the offer, prior to the
expiration date.
The term "expiration date" means 5:00 p.m., New York City time, on April 22,
2003, or, if the offer is extended, the latest time and date at which the offer,
as extended, will expire. The terms and conditions of the offer are contained in
the Offer to Purchase dated February 18, 2003 and the related BLUE letter of
transmittal and any amendments or supplements thereto. This form may be
delivered by hand, transmitted by facsimile transmission or mailed to the
depositary as described in the Offer to Purchase.
The depositary for the offer is:
Mellon Investor Services LLC
By Mail: By Overnight Courier: By Hand:
Mellon Investor Services LLC Mellon Investor Services LLC Mellon Investor Services LLC
Attn: Reorganization Dept. Attn: Reorganization Dept. Attn: Reorganization Dept.
P.O. Box 3301 85 Challenger Road 120 Broadway, 13th Floor
South Hackensack, NJ 07606 Mail Drop--Reorg New York, NY 10271
Ridgefield Park, NJ 07660
Facsimile transmission (for eligible institutions only):
(201) 296-4293
Confirm receipt of facsimile by telephone only:
(201) 296-4860
Delivery of this notice of guaranteed delivery to an address other than as
set forth above or transmission of instructions via facsimile to a number other
than as set forth above will not constitute a valid delivery.
This form is not to be used to guarantee signatures. If a signature on a
letter of transmittal is required to be guaranteed by an "eligible institution,"
the signature guarantee must appear in the applicable space provided in the
signature box on the letter of transmittal.
Ladies and Gentlemen:
I (or we, if there are co-stockowners) hereby tender to Madison Investors
Corporation, upon the terms and subject to the conditions set forth in the Offer
to Purchase and the related BLUE letter of transmittal, the number of shares of
common stock of American Independence Corp. set forth below, pursuant to the
guaranteed delivery procedures described in the Offer to Purchase. I acknowledge
receipt of the Offer to Purchase and the related BLUE letter of transmittal.
Signature(s) of Record Holder(s) or
Authorized Signatory: Dated: ___________________________
___________________________________ ___________________________________
Name(s) of Record Holder(s):
___________________________________ ___________________________________
Address(es):
___________________________________ ___________________________________
___________________________________ ___________________________________
Area Code and Telephone Number(s):
___________________________________ ___________________________________
Certificate Numbers (if available):
___________________________________ ___________________________________
Number of Shares Tendered:
___________________________________ ___________________________________
Account Number(s):
___________________________________ ___________________________________
If shares of American Independence Corp. common stock will be tendered by
book-entry transfer, please provide the following information:
Name of Tendering Institution: __________________________________
DTC Account Number: __________________________________
Transaction Code Number: __________________________________
THE GUARANTEE BELOW MUST BE COMPLETED
(Do not use for signature guarantees)
The undersigned, a financial institution that is a member in good standing
of a recognized Medallion Program approved by the Securities Transfer
Association, Inc., including the Securities Transfer Association Medallion
Program (STAMP), the New York Stock Exchange Medallion Signature Program (MSP)
and the Stock Exchange Medallion Program (SEMP) or any other "eligible guarantor
institution" (as defined in Rule 17Ad-15 under the Securities Exchange Act of
1934) (each of the foregoing, an "eligible institution"), guarantees to deliver
to the depositary, at one of its addresses set forth above, certificates
representing the shares of American Independence Corp. common stock tendered
hereby, in proper form for transfer, or confirmation of book-entry transfer of
such shares into the depositary's accounts at The Depository Trust Company, in
each case with delivery of a properly completed and duly executed BLUE letter of
transmittal (or a manually signed facsimile thereof), with any required
signature guarantees, or an agent's message (as defined in the Offer to
Purchase) in the case of book-entry transfer, and any other documents required
by the BLUE letter of transmittal, within three Nasdaq National Market trading
days of the date hereof.
The eligible institution that completes this form must communicate the
guarantee to the depositary, and must deliver the shares of American
Independence Corp. common stock whose delivery is guaranteed to the depositary,
together with the required accompanying documentation, within the time period
shown herein. Failure to do so could result in a financial loss to such eligible
institution.
Name of Firm:
____________________________________________________________________
Address:
____________________________________________________________________
____________________________________________________________________
Area Code and Telephone Number:
____________________________________________________________________
Authorized Signature:
____________________________________________________________________
Title: _____________________________________________________________
Name: ______________________________________________________________
(PLEASE PRINT OR TYPE)
Dated: _____________________________________________________________
NOTE: DO NOT SEND CERTIFICATES FOR SHARES OF AMERICAN INDEPENDENCE CORP. COMMON
STOCK WITH THIS NOTICE OF GUARANTEED DELIVERY. CERTIFICATES SHOULD BE SENT
WITH THE BLUE LETTER OF TRANSMITTAL.