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): September 8, 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 September 6, 2006, UTG, Inc., William F. Guest and John D. Cornett agreed to an amendment to the definitive Stock Purchase Agreement dated August 7, 2006, whereby UTG, Inc. agreed to purchase a majority of the issued and outstanding common stock of Acap Corporation. This amendment to the original agreement adjusts the purchase price of the 1,492 shares to be acquired from Messrs. Guest and Cornett at closing from $14,535,064 to $14,279,932. The additional 352 shares from certain other shareholders may be purchased on the same terms, including the adjusted price. Additionally, the purchase price for shares under the stock put option agreements will be equal to the per share purchase price as amended. All other terms and conditions of the original agreement remain intact and unchanged. Section 9 - Financial Statements and Exhibits Item 9.01. Financial Statements and Exibits. (c) Exhibits. Exhibit 2(a) - Amendment No. 1, dated September 6, 2006, to the Stock Purchase Agreement, dated August 7, 2006, between UTG, Inc. and William F. Guest and John D. Cornett 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: September 8, 2006 By: /s/ Theodore C. Miller Theodore C. Miller Senior Vice President and Chief Financial Officer Exhibit Index Exhibit No. Description Exhibit 2(a) Amendment No. 1, dated September 6, 2006, to the Stock Purchase Agreement, dated August 7, 2006, between UTG, Inc. and William F. Guest and John D. Cornett