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): January 27, 2003
FINANCIAL INDUSTRIES CORPORATION
(Exact name of Registrant as specified in charter)
Texas 0-4690 74-2126975
(State or other jurisdiction (Commission file number) (I.R.S. employer
of incorporation) identification no.)
6500 River Place Blvd., Building One
Austin, Texas 78730
(Address of principal executive offices)
Registrant's telephone number, including area code: (512) 404-5000
______________________________
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibit is included with this Report:
Exhibit 99 Press release dated January 27, 2003 issued by Financial
Industries Corporation
Item 9. REGULATION FD DISCLOSURE
On January 27, 2003, Financial Industries Corporation ("Registrant") issued a
press release announcing that it has retained Salomon Smith Barney ("SSB") to
explore strategic alternatives for the Registrant.
The company has directed Salomon to review a number of alternatives including
continuing the business plan of the new management, consideration of the Pillar
proposal, the sale, merger, or consolidation of the company, and any other
alternatives that Salomon believes should be considered.
A copy of the press release is filed as an exhibit to this report and is
incorporated herein by reference.
NOTE: The information in this report (including the exhibit) is furnished
pursuant to Item 9 and shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section. This report will not be deemed an admission as to
the materiality of any information contained herein that is required to be
disclosed solely by regulation FD.
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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.
FINANCIAL INDUSTRIES CORPORATION
Date: January 27, 2003
By: /s/ Eugene E. Payne
___________________________________
Eugene E. Payne
Chief Executive Officer
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Exhibit 99
(BW) (Financial Industries Corporation) (FNIN) Financial Industries
Corporation Announces Retention of Financial Advisor
AUSTIN, Texas - (BUSINESS WIRE) - January 27, 2003 - Financial Industries
Corporation (Nasdaq: FNIN) today announced that the Company has retained Salomon
Smith Barney Inc. to explore a broad range of strategic alternatives aimed at
maximizing shareholder value. The evaluation is currently on-going and the final
report is expected by mid-February.
On December 13, 2002, all twelve members of the Company's Board unanimously
approved the appointment of a Special Committee to review indications of
interest in the purchase of the Company. On January 6, 2003, the Board
unanimously approved a realignment of the Special Committee to include only
independent directors and it authorized the Special Committee to select an
investment banking firm to perform a valuation analysis of FIC. The Special
Committee interviewed four firms and selected Salomon Smith Barney.
Salomon has been directed to review a number of alternatives including
continuing implementation of the business plan of the new management,
consideration of the Pillar proposal, the sale, merger, or consolidation of the
Company, and any other alternatives that Salomon believes should be considered.
There can be no assurance that the process will result in a transaction.
"Normally, we would not make an announcement of the hiring of an investment
banker until their work is finished. However, we thought it was prudent to go
ahead and make this announcement as Salomon continues its evaluation," said
Eugene E. Payne, President, CEO and Chairman of the Board.
The information in this release relating to the Company's operations and
financial results, future business developments, and contingencies and
uncertainties constitute forward-looking statements under the Private Securities
Litigation Reform Act of 1995.
Financial Industries Corporation (FIC), through its various subsidiaries,
markets and underwrites individual life insurance and annuity products. For more
information on FIC, go to http://www.ficgroup.com on the Internet.
For more information contact: Bob Bender, Corporate Relations Officer,
512-404-5080, bbender@ficgroup.com
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