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): December 11, 2002
FINANCIAL INDUSTRIES CORPORATION
(Exact name of Registrant as specified in charter)
Texas 0-4690 74-2126975
(State or other juris- (Commission file (I.R.S. employer
diction of incorporation) number) 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 5.Other Events
On December 11, 2002, Financial Industries Corporation ("Registrant") received
an unsolicited letter from the Pillar Foundation Group, based in Austin, Texas,
("Pillar") expressing interest in the possibility of entering into a letter of
intent with the Registrant in the future that would contemplate acquiring "all
or a part" of the outstanding common shares of the Registrant at a tentative
valuation of $13 to $18. Pillar did not indicate the source of funds for any
such transaction, nor the structure or timing of any possible transaction.
Pillar said that any transaction would be subject to numerous due diligence and
other identified and unnamed conditions, such as determination of a final price,
regulatory and board approvals, and execution by sellers of a satisfactory stock
purchase agreement.
Registrant understood that the letter was distributed to a number of current
shareholders and investment advisors. Management of Registrant believes that the
letter includes misleading and inaccurate statements and recommends that anyone
who has received the letter refer to the Registrant's SEC filings for accurate
information concerning the Registrant. Registrant notes that the letter is not
an "offer" for the purchase of the Registant's shares and should not be
construed as such.
Exhibits.
99.1* - Press Release dated December 11, 2002
______________
* Filed herewith
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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: December 12, 2002 By: /s/ Eugene E. Payne
Eugene E. Payne
Chief Executive Officer
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Exhibit 99.1
FOR IMMEDIATE RELEASE
December 11, 2002
FOR MORE INFORMATION CONTACT
Robert Bender
512-404-5080
FINANCIAL INDUSTRIES CORPORATION ANNOUNCES
RECEIPT OF UNSOLICITED LETTER REGARDING INTEREST IN ACQUISITION
AUSTIN, TEXAS - Financial Industries Corporation (FIC) (Nasdaq: FNIN) announced
that it received an unsolicited letter this afternoon from the Pillar Foundation
Group, based in Austin, Texas, expressing interest in the possibility of
entering into a letter of intent with the Company in the future that would
contemplate acquiring "all or a part" of the outstanding common shares of the
Company at a tentative valuation of $13 to $18. Pillar did not indicate the
source of funds for any such transaction, nor the structure or timing of any
possible transaction. Pillar said that any transaction would be subject to
numerous due diligence and other identified and unnamed conditions, such as
determination of a final price, regulatory and board approvals, and execution by
sellers of a satisfactory stock purchase agreement.
It is the Company's understanding that the letter was distributed to a number of
current shareholders and investment advisors. Management believes that the
letter includes misleading and inaccurate statements and therefore recommends
that investors who have received the letter refer to the Company's SEC filings
for accurate information concerning the Company. The Company notes that the
letter is not an "offer" for the purchase of the Company's shares and should not
be construed as such.
Eugene Payne, Chairman of the Board, said, "We normally do not comment on
unsolicited approaches, particularly one that lacks substance and specificity.
However, in light of the large number of our shareholders who appear to be
copied on the Pillar letter, we felt compelled to comment."
Financial Industries Corporation, through its various subsidiaries, markets and
underwrites individual life insurance and annuity products. The Company's Nasdaq
symbol is FNIN. For more information on FIC, go to http://www.ficgroup.com on
the Internet.
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