UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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):
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Written communications pursuant to Rule 425 under the Securities Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act Explanatory Note This Current Report on Form 8-K/A is filed by UTG, Inc. (the "Registrant"), in connection with the matters described herein. It is being filed to amend Item 8.01 of the Current Report on Form 8-K filed by the Registrant with the Commission on July 1, 2005. The remainder of the text of the original Form 8-K is not being amended by this filing, and, accordingly, it is hereby incorporated by reference. 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 the new symbol "UTGN.OB". 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. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned hereunto duly authorized. UTG, INC. Date: July 8, 2005 By: /s/ Theodore C. Miller Theodore C. Miller Senior Vice President and Chief Financial Officer