SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2004 --------- INDEPENDENCE HOLDING COMPANY (Exact name of registrant as Specified in Charter) Delaware 0-10306 58-1407235 (State or Other Jurisdiction of (Commission file (I.R.S. Employer Incorporation) number) Identification No.) 96 Cummings Point Road Stamford, Connecticut 06902 (Address of Principal Executive Offices) Registrant's telephone number, including area code: (203) 358-8000 INDEPENDENCE HOLDING COMPANY FORM 8-K CURRENT REPORT TABLE OF CONTENTS Page Item 5. Other Events.....................................................3 Item 7. Exhibits.........................................................3 Signature....................................................................4 2 Item 5. Other Events. On July 29, 2004, Independence Holding Company (the "Company") filed an amendment (the "Amendment") to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to reflect an increase in the number of shares of common stock, $1.00 par value per share, which the Company has authority to issue by 5,000,000 from 15,000,000 to 20,000,000, and, consequently, to increase the total number of shares of all classes of stock which the Company shall have authority to issue by 5,000,000, from 15,100,000 to 20,100,000. The Amendment was approved by the written consent of stockholders pursuant to a consent solicitation commenced on July 12, 2004. A copy of the Amendment is attached hereto as Exhibit 3.1. Item 7. Exhibits. Exhibit No. Description ----------- ----------- 3.1 Amendment to Restated Certificate of Incorporation of Independence Holding Company, filed with the Secretary of State of the State of Delaware on July 29, 2004 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: July 29, 2004 Independence Holding Company By: /s/ Teresa A. Herbert --------------------------------- Teresa A. Herbert Vice President and Chief Financial Officer 4