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Note 15. Common Stock
12 Months Ended
Dec. 31, 2012
Notes  
Note 15. Common Stock

Note 15.          Common Stock

 

IHC issued 1,638,849 shares of common stock, net of treasury shares, in connection with a special 10% stock dividend payable to shareholders of record on February 17, 2012 with a distribution date of March 5, 2012. Accordingly, IHC charged retained earnings $15,799,000, representing the fair value of such shares on the distribution date, and recorded a credit to common stock for the par value of such shares and a credit to paid-in capital for the remaining difference. Fractional shares were paid in cash in-lieu of stock. All references to number of common shares and earnings per share amounts have been adjusted retroactively for all periods presented to reflect the change in capital structure.

 

In June 2012, the stockholders of the Company approved an amendment to the Company’s restated certificate of incorporation to increase the number of authorized shares of common stock from 20,000,000 shares to 23,000,000 shares.

 

In 2011, IHC issued of an aggregate 660,240 shares of IHC’s common stock in various private placements of unregistered securities under Section 4(2) of the Securities Act of 1933, as amended, in connection with the acquisition of an aggregate 900,325 shares of AMIC’s common stock.  See Note 2 regarding AMIC share acquisitions. Accordingly, the shares are "restricted securities", subject to a legend and will not be freely tradable in the United States until the shares are registered for resale under the Securities Act, or to the extent they are tradable under Rule 144 promulgated under the Securities Act or any other available exemption.

 

In August 2011, pursuant to the Exchange Offer discussed in Note 2, IHC issued 762,551 shares of its common stock, plus a de minimis amount of cash paid in-lieu, in exchange for 1,109,225 shares of AMIC’s common stock.

 

In 1991, IHC initiated a program of repurchasing shares of its common stock. In January 2010, the Board of Directors authorized the repurchase of up to 550,000 shares of IHC’s common stock, inclusive of prior authorizations, under the 1991 plan. Through December 31, 2012, the Company has repurchased 6,438,025 common shares at a cumulative cost of $41,771,000. This total includes repurchases of 100,246, 123,417 and 227,040 shares in 2012, 2011 and 2010, respectively.  All of the repurchased shares have been either retired, reissued, or have become treasury shares. At December 31, 2012, there were 99,297 shares still authorized to be repurchased under the plan authorized by the Board of Directors.