UNITED STATES
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 1, 2005
UTG, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-16867 20-2907892
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation or organization)
5250 South Sixth Street
Springfield, Illinois 62703
(Address of principal executive offices and zip code)
(217) 241-6300
(Registrant's telephone number, including area code)
Successor Issuer to United Trust Group, Inc.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2):
Written communications pursuant to Rule 425 under the Securities Act
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Explanatory Note
On July 1, 2005, United Trust Group, Inc., an Illinois corporation ("UTG
Illinois") merged with and into its wholly-owned subsidiary, UTG, Inc., a
Delaware corporation (the "Company"), for the purpose of effecting a change in
the Company's state of incorporation from Illinois to Delaware (the
"Reincorporation Merger"). The Reincorporation Merger was effected pursuant to
that certain Agreement and Plan of Merger dated as of April 4, 2005 (the "Merger
Agreement"), which was approved by the boards of directors of both UTG Illinois
and the Company and by the affirmative vote of the holders of two-thirds of the
outstanding shares of common stock of UTG Illinois at the 2005 annual meeting of
shareholders on June 15, 2005, and by the sole stockholder of the Company on
June 15, 2005.
As a result of the Reincorporation Merger, the Company became the successor
issuer to UTG Illinois under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), with respect to its common stock and will succeed to UTG
Illinois' reporting obligations thereunder. Pursuant to Rule 12g-3 promulgated
under the Exchange Act, the shares of common stock of the Company are deemed
registered under Section 12(g) of the Exchange Act.
The Reincorporation Merger is described more fully below under Item 8.01,
Other Events. A copy of the Merger Agreement is filed as Exhibit 2.1 to this
Report and is incorporated by reference herein.
Item 3.03. Material Modification to Rights of Security Holders.
Prior to the Reincorporation Merger, UTG Illinois' corporate affairs were
governed by the corporate law of the State of Illinois and its articles of
incorporation and bylaws, each of which was adopted under Illinois law (the
"Illinois Charter and Bylaws"). Pursuant to the Merger Agreement described
above, and as a result of the consummation of the Reincorporation Merger, the
certificate of incorporation and the bylaws of the Company in effect immediately
prior to the Reincorporation Merger (the "Delaware Charter and Bylaws") became
the certificate of incorporation and bylaws of the surviving corporation.
Accordingly, the constituent instruments defining the rights of holders of the
Company's capital stock will now be the Delaware Charter and Bylaws, copies of
which are filed as Exhibits 3.1 and 3.2 to this Report and are incorporated by
reference herein. As a result of the Reincorporation Merger, Delaware corporate
law will generally be applicable in the determination of the rights of
stockholders of the Company under state corporate laws.
A description of the general effects of the replacement of the Illinois
Charter and Bylaws with the Delaware Charter and Bylaws and the applicability of
Delaware corporate law rather than Illinois corporate law in the determination
of the rights of stockholders of the Company has previously been reported by UTG
Illinois in its Definitive Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on May 19, 2005 (the "Proxy Statement"). We
hereby incorporate into this Form 8-K by reference in their entirety and refer
you to the following sections of the Proxy Statement: Proposal 2, Approval of
Reincorporation of the Company from Illinois to Delaware, Comparison of the
Charters and Bylaws of UTG and UTG Delaware and Differences between the
Corporation Laws of Illinois and Delaware, Cumulative Voting, Vacancies on the
Board of Directors, Vote Required for Routine Shareholder Action, Vote Required
for Extraordinary Events, Takeover Provisions, Removal of Directors, Limitation
of Liability and Indemnification, Call of Special Meetings by Shareholders, and
Shareholders Dissenter's Rights.
Item 8.01. Other Events.
Reincorporation
The Explanatory Note set forth above is incorporated into this Item 8.01 in
its entirety.
Pursuant to the Merger Agreement, UTG Illinois merged with and into the
Company, and the Company continued as the surviving corporation. The assets and
liabilities of UTG Illinois became the assets and liabilities of the Company.
Each outstanding share of common stock, no par value, of UTG Illinois was
automatically converted into one share of common stock, $0.001 par value, of the
Company at the effective time of the merger. Shareholders of UTG Illinois had
dissenters' rights with respect to the Reincorporation Merger. It was not
necessary for the shareholders of UTG Illinois to exchange their existing share
certificates for share certificates of the Company. However, shareholders may
exchange their certificates if they so choose by surrendering certificates
representing shares of UTG Illinois to the Company's Stock Transfer Department.
All employee benefit plans of UTG Illinois (including all stock options and
other equity based plans) have been assumed and will be continued by the
Company. Each stock option and other equity-based award issued and outstanding
pursuant to such plans was converted automatically into a stock option or other
equity-based award with respect to the same number of shares of common stock of
the Company, upon the same terms and subject to the same conditions as set forth
in the applicable plan under which the award was granted and in the agreement
reflecting the award. The directors and officers of UTG Illinois became the
directors and officers of the Company.
The Reincorporation Merger did not result in a change in the location of
UTG Illinois operations or employees or in its business operations, and none of
UTG Illinois' subsidiaries changed their respective states or jurisdictions of
incorporation in connection with the Reincorporation Merger. The Company's
common stock continues to be traded in the over-the-counter market without
interruption under "UTGI.OB," the same symbol as the shares of common stock of
UTG Illinois were traded.
Description of Capital Stock
The following summary description of the capital stock of the Company is
qualified in its entirety by reference to applicable provisions of Delaware law
and the Delaware Charter and Bylaws, which are attached as Exhibits 3.1 and 3.2
to this Report and incorporated by reference into this Item 8.01.
Common Stock
The Company is authorized to issue up to 7,000,000 shares of common stock,
$0.001 par value per share. Holders of common stock are entitled to one vote for
each share held of record on all matters submitted to a vote of the
shareholders. Directors are elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote on
the election of directors. Subject to the preferences applicable to any shares
of preferred stock outstanding at the time, holders of common stock are entitled
to dividends when and as declared by the board of directors of the Company from
funds legally available therefor and are entitled, in the event of liquidation,
to share ratably in all assets remaining after payment of liabilities and
preferred stock preferences, if any.
No redemption or conversion provisions are applicable to the common stock.
Holders of shares of common stock do not have preemptive rights to subscribe for
additional shares of common stock and are not subject to personal liability for
any debts of the Company. The outstanding shares of common stock of the Company
are fully paid and nonassessable.
Preferred Stock
The Company is authorized to issue up to 150,000 shares of preferred stock,
$0.001 par value per share. The board of directors of the Company may, without
further action by the stockholders, issue preferred stock in one or more series
and fix the number and designation of shares, rate of dividends, redemption
terms (including purchase and sinking fund provisions), conversion rights,
liquidation amounts, voting rights, and any other lawful rights, preferences and
limitations of each such series. All shares of preferred stock shall be of equal
rank and have the same powers, preferences and rights, and shall be subject to
the same qualifications, limitations, and restrictions, without distinction
between the shares of different series, except with respect to the following:
(i) Dates from which dividends commence to accrue; (ii) The redemption price and
the manner in which such shares may be redeemed; (iii) Amounts payable to
holders thereof upon dissolution; (iv) Sinking fund provisions; terms and rates
of conversion; and (v) Voting rights. If stated dividends and amounts payable on
liquidation are not paid in full, the shares of all series of preferred stock
will share ratably in the payment of dividends, in accordance with the sums
which would be payable on such shares if all dividends were declared and paid in
full, and in any distribution of assets in accordance with the sums which would
be payable if all sums payable were discharged in full.
The issuance of preferred stock, while providing flexibility in connection
with possible acquisitions and other corporate purposes, could, among other
things, dilute the voting power of the holders of common stock, and under
certain circumstances, have possible anti-takeover effects, such as making it
more difficult for a third party to gain control of the Company. No shares of
preferred stock are currently outstanding, and the Company has no present plans
to issue any such shares.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
2.1 Agreement and Plan of Merger dated as of April 4, 2005, between United
Trust Group, Inc., an Illinois corporation, and UTG, Inc., a Delaware
corporation.
3.1 Certificate of Incorporation of UTG, Inc.
3.2 Bylaws of UTG, Inc.
4.1 Form of certificate representing common stock of UTG, Inc.
SIGNATURES
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.
UTG, INC.
Date: _July 1______, 2005 By: /s/ Theodore C. Miller
Theodore C. Miller
Senior Vice President and Chief
Financial Officer
INDEX TO EXHIBITS
Exhibit No. Description
2.1 Agreement and Plan of Merger dated as of April 4, 2005, between United
Trust Group, Inc., an Illinois corporation, and UTG, Inc., a Delaware
corporation.
3.1 Certificate of Incorporation of UTG, Inc.
3.2 Bylaws of UTG, Inc.
4.1 Form of certificate representing common stock of UTG, Inc.
