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): June 21, 2006
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)
Not Applicable
(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
Section 1 - Registrant's Business and Operations
Item 1.01. Entry into a Material Definitive Agreement
On June 20, 2006, two subsidiaries of UTG, Inc. (the "Company"), Hampshire
Plaza, LLC and Hampshire Plaza Garage, LLC completed an agreement for the sale
of real estate owned by the subsidiaries. The real estate is being sold for an
agreed upon total sales price of $ 25,500,000. The sale is expected to close by
August 4, 2006.
Hampshire Plaza, LLC is a 67% owned subsidiary, which owns for investment
purposes, a property consisting of a 254,228 square foot office tower, and
72,382 square foot attached retail plaza totaling 326,610 square feet along with
an attached 349 space parking garage, in Manchester, New Hampshire. Hampshire
Plaza Garage, LLC is a 67% owned subsidiary, which owns for investment purposes,
a property consisting of a 578 space parking garage, in New Hampshire.
The seller and buyer each reserves the right to include this transaction as part
of an IRC, Section 1031 tax deferred exchange for its benefit, at no cost,
expense or liability to the other party. If the property transaction is used as
part of a Section 1031 exchange, the other party will deliver all required
closing documents to the appropriate party.
In addition, the Company has agreed to provide short-term financing in the
acquisition of this property. Should the buyer elect to finance the acquisition
of the property with the Company, the promissory note will be in the amount of
up to $ 25,500,000 bearing interest at an annual rate of six percent and having
a term of five months. If financing is provided, the properties being sold will
be held as collateral along with an additional property currently owned by the
buyer.
Should the sale be consummated, the Company will record a realized gain, net of
taxes, of approximately $ 3,398,000, or $ 0.88 per common share outstanding.
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: June 21, 2006 By: /s/ Theodore C. Miller
Theodore C. Miller
Senior Vice President and Chief Financial Officer
