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):
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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