utg2006
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ____)
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|_| Preliminary Proxy Statement
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|X| Definitive Proxy Statement
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|_| Soliciting Material Pursuant toss.240.14a-12
UTG, INC
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(Name of Registrant as Specified In Its Charter)
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UTG, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on Wednesday, June 21, 2006
To the Shareholders of UTG, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of UTG Inc., a
Delaware corporation ("UTG"), will be held on Wednesday, June 21, 2006 at 10:00
a.m. at the corporate headquarters at 5250 South Sixth Street, Springfield,
Illinois 62703 for the following purposes:
1. To elect ten directors of UTG to serve for a term of one (1) year and
until their successors are elected and qualified;
2. To consider and act upon such other business as may properly be
brought before the meeting.
The Board of Directors has fixed the close of business on May 1, 2006 as the
record date for the Annual Meeting. Only shareholders of record as of the close
of business on the record date are entitled to notice of and to vote at the
Annual Meeting.
Whether or not you plan to attend the Annual Meeting, you are urged to mark,
date and sign the enclosed proxy and return it promptly so that your shares can
be represented and voted at the Annual Meeting. A proxy may be revoked at any
time prior to its exercise at the Annual Meeting by following the instructions
in the accompanying proxy statement and will not affect your right to vote in
person in the event that you decide to attend the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
UTG, INC.
/s/ Theodore C. Miller
Theodore C. Miller, Secretary
Dated: May 24, 2006
Springfield, Illinois
YOUR VOTE IS IMPORTANT!
PLEASE COMPLETE, DATE, SIGN AND PROMPTLY RETURN YOUR PROXY IN THE ENCLOSED
ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON.
PROXY STATEMENT FOR ANNUAL MEETING OF
SHAREHOLDERS OF
UTG, INC.
GENERAL INFORMATION REGARDING SOLICITATION
The Annual Meeting of the Shareholders of UTG, Inc., a Delaware corporation
("UTG" or the "Company"), will be held on Wednesday, June 21, 2006 at 10:00 a.m.
at the corporate headquarters at 5250 South Sixth Street, Springfield, Illinois
62703. The mailing address of UTG's principal executive office is P.O. Box 5147,
Springfield, Illinois 62705.
This proxy statement is being sent to each holder of record of the issued and
outstanding shares of common stock of UTG, no par value (the "Common Stock"), as
of the close of business on May 1, 2006, in order to furnish to each shareholder
information relating to the business to be transacted at the meeting.
This proxy statement and the enclosed proxy are being mailed on or about May 24,
2006 to the shareholders of UTG entitled to notice of and to vote at the
meeting. The Annual Report of UTG for the fiscal year ended December 31, 2005
has been mailed to shareholders with this proxy statement. UTG will bear the
cost of soliciting proxies from its shareholders. UTG may reimburse brokers and
other persons for their reasonable expenses in forwarding proxy materials to the
beneficial owners of Common Stock. Solicitations may be made by telephone, fax
or by personal calls, and it is anticipated that such solicitations will consist
primarily of requests to brokerage houses, custodians, nominees, and fiduciaries
to forward the soliciting material to the beneficial owners of shares held of
record by such persons. If necessary, officers and regular employees of UTG may
by telephone or personal interview request the return of proxies.
VOTING
The enclosed proxy is solicited by and on behalf of the Board of Directors of
UTG. If you are unable to attend the meeting on Wednesday, June 21, 2006, please
complete the enclosed proxy and return it to us in the accompanying envelope so
that your shares will be represented and voted at the meeting.
When the enclosed proxy is duly executed and returned in advance of the meeting,
and is not revoked, the shares represented thereby will be voted in accordance
with the authority contained therein. Any shareholder giving a proxy may revoke
it at any time before it is voted by delivering to the Secretary of UTG a
written notice of revocation or a duly executed proxy bearing a later date, or
by attending the meeting and voting his or her shares in person. If a proxy
fails to specify how it is to be voted, it will be voted "FOR" the election of
the directors.
Inspectors of election will be appointed to tabulate the number of shares of
Common Stock represented at the meeting in person or by proxy, to determine
whether or not a quorum is present and to count all votes cast at the meeting.
The holders of a majority of the outstanding shares of Common Stock as of the
record date must be represented at the meeting in person or by proxy in order
for a quorum to be present at the meeting. The inspectors of election will treat
abstentions and broker non-votes as shares that are present and entitled to vote
for purposes of determining the presence of a quorum. Abstentions and broker
non-votes will have no effect on the election of directors but will have the
effect of a vote against any other matter submitted to a vote at the meeting.
The holders of Common Stock as of the record date are entitled to one vote per
share of Common Stock with respect to the election of directors, and any other
matter that may be submitted to a vote at the meeting. With respect to the
election of directors, the affirmative vote of a plurality of the votes duly
cast is required for the election of directors (that is, the nominees receiving
the greatest number of votes will be elected). There are no cumulative voting
rights with respect to the election of directors. The affirmative vote of the
holders of a majority of the shares of Common Stock represented in person or by
proxy at the annual meeting is required to approve any other matter that may be
submitted to a vote at the meeting. Management is not aware of any matter other
than the election of directors to be brought before the shareholders at the
meeting.
The Correll affiliates hold approximately 67% of the outstanding Common Stock
(See "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS") and intend to vote their
shares in favor of the election of directors.
VOTING SECURITIES OUTSTANDING
May 1, 2006 has been fixed as the record date for the determination of
shareholders entitled to notice of and to vote at the annual meeting or any
adjournments or postponements thereof. On that date, UTG had outstanding
3,888,476 shares of Common Stock. No other voting securities of UTG are
outstanding.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth the name and address of the persons or entities
known to be the beneficial owners of more than 5% of UTG's outstanding Common
Stock and shows: (i) the total number of shares of Common Stock beneficially
owned by such person as of May 1, 2006 and the nature of such ownership; and
(ii) the percent of the issued and outstanding shares of Common Stock so owned
as of the same date.
Title Name and Address Amount and Nature of Percent
of Class of Beneficial Owner (1) Beneficial Ownership of Class (2)
Common Stock, Jess T. Correll 185,454 (3) 4.8%
no par value First Southern Bancorp, Inc. 1,739,072 (3)(4) 44.7%
First Southern Funding, LLC 335,453 (3)(4) 8.6%
First Southern Holdings, LLC 1,483,791 (3)(4) 38.2%
First Southern Capital Corp., LLC 237,333 (3)(4) 6.1%
First Southern Investments, LLC 24,086 0.6%
Ward F. Correll 98,523 (5) 2.5%
WCorrell, Limited Partnership 72,750 (3) 1.9%
Cumberland Lake Shell, Inc. 98,523 (5) 2.5%
Total(6) 2,619,921 67.4%
(1) The address for each of Jesse Correll, First Southern Bancorp, Inc.
("FSBI"), First Southern Funding, LLC ("FSF"), First Southern Holdings, LLC
("FSH"), First Southern Capital Corp., LLC ("FSC"), First Southern
Investments, LLC ("FSI"), and WCorrell, Limited Partnership ("WCorrell
LP"), is P.O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484. The
address for each of Ward Correll and Cumberland Lake Shell, Inc. ("CLS") is
P.O. Box 430, 150 Railroad Drive, Somerset, Kentucky 42502.
(2) The percentage of outstanding shares is based on 3,888,476 shares of Common
Stock outstanding as of May 1, 2006.
(3) The share ownership of Jesse Correll listed includes 112,704 shares of
Common Stock owned by him individually. The share ownership of Mr. Correll
also includes 72,750 shares of Common Stock held by WCorrell, Limited
Partnership, a limited partnership in which Mr. Correll serves as managing
general partner and, as such, has sole voting and dispositive power over
the shares held by it. In addition, by virtue of his ownership of voting
securities of FSF and FSBI, and in turn, their ownership of 100% of the
outstanding membership interests of FSH, Jesse Correll may be deemed to
beneficially own the total number of shares of Common Stock owned by FSBI,
FSF and FSH, and may be deemed to share with FSBI, FSF and FSH the right to
vote and to dispose of such shares. Mr. Correll owns approximately 84% of
the outstanding membership interests of FSF; he owns directly approximately
50%, companies he controls own approximately 12%, and he has the power to
vote but does not own an additional 3% of the outstanding voting stock of
FSBI. FSBI and FSF in turn own 99% and 1%, respectively, of the outstanding
membership interests of FSH. Mr. Correll is also a manager of FSC and
thereby may also be deemed to beneficially own the total number of shares
of Common Stock owned by FSC, and may be deemed to share with it the right
to vote and to dispose of such shares. The aggregate number of shares of
Common Stock held by these other entities, as shown in the above table, is
1,976,405 shares.
(4) The share ownership of FSBI consists of 255,281 shares of Common Stock held
by FSBI directly and 1,483,791 shares of Common Stock held by FSH of which
FSBI is a 99% member and FSF is a 1% member, as described above. As a
result, FSBI may be deemed to share the voting and dispositive power over
the shares held by FSH.
(5) Represents the shares of Common Stock held by CLS, all of the outstanding
voting shares of which are owned by Ward F. Correll and his wife. As a
result, Ward F. Correll may be deemed to share the voting and dispositive
power over these shares.
(6) According to the most recent Schedule 13D, as amended, filed jointly by
each of the entities and persons listed above, Jesse Correll, FSBI, FSF,
FSH, FSC, and FSI, have agreed in principle to act together for the purpose
of acquiring or holding equity securities of UTG. In addition, the Schedule
13D indicates that because of their relationships with Jesse Correll and
these other entities, Ward Correll, CLS, and WCorrell, Limited Partnership
may also be deemed to be members of this group. Because the Schedule 13D
indicates that for its purposes, each of these entities and persons may be
deemed to have acquired beneficial ownership of the equity securities of
UTG beneficially owned by the other entities and persons, each has been
identified and listed in the above tabulation.
SECURITY OWNERSHIP OF MANAGEMENT OF UTG
The following table shows with respect to each of the directors of UTG, UTG's
chief executive officer and each of UTG's executive officers whose salary plus
bonus exceeded $100,000 for fiscal 2005, and with respect to all executive
officers and directors of UTG as a group: (i) the total number of shares of
Common Stock of UTG, beneficially owned as of May 1, 2006 and the nature of such
ownership; and (ii) the percent of the issued and outstanding shares of Common
Stock so owned, and granted stock options exercisable within 60 days of May 1,
2006.
Directors, Named Executive
Title Officers, & All Directors & Amount and Nature of Percent
of Class Executive Officers as a Group Beneficial Ownership of Class (1)
Common John S. Albin 10,503 (2) *
Stock, no Randall L. Attkisson 0 (3) *
par value Joseph A. Brinck, II 4,000 (6) *
Jesse T. Correll 2,497,312 (4) 64.2%
Ward F. Correll 98,523 (5) 2.5%
Thomas F. Darden 29,095 (6) *
Theodore C. Miller 10,000 (6) *
William W. Perry 30,000 (6) *
James P. Rousey 0 *
All directors and executive officers
as a group (9 in number) 2,667,433 68.6%
(1) The percentage of outstanding shares for UTG is based on 3,888,476 shares
of Common Stock outstanding as of May 1, 2006.
(2) Includes 392 shares owned directly by Mr. Albin's spouse.
(3) Randall L. Attkisson is an associate and business partner of Mr. Jesse T.
Correll and holds minority ownership positions in certain of the companies
listed as owning UTG Common Stock including First Southern Bancorp, Inc.
(4) The share ownership of Mr. Correll includes 112,704 shares of Common Stock
owned by him individually, 255,281 shares of Common Stock held by FSBI and
335,453 shares of Common Stock owned by FSF. The share ownership of Mr.
Correll also includes 72,750 shares of Common Stock held by WCorrell, LP, a
limited partnership in which Mr. Correll serves as managing general partner
and, as such, has sole voting and dispositive power over the shares held by
it. In addition, by virtue of his ownership of voting securities of FSF and
FSBI, and in turn, their ownership of 100% of the outstanding membership
interests of FSH (the holder of 1,483,791 shares of Common Stock), Mr.
Correll may be deemed to beneficially own the total number of shares of
Common Stock owned by FSH, and may be deemed to share with FSH the right to
vote and to dispose of such shares. Mr. Correll owns approximately 84% of
the outstanding membership interests of FSF; he owns directly approximately
50%, companies he controls own approximately 12%, and he has the power to
vote but does not own an additional 3% of the outstanding voting stock of
FSBI. FSBI and FSF in turn own 99% and 1%, respectively, of the outstanding
membership interests of FSH. Mr. Correll is also a manager of FSC, and
thereby may also be deemed to beneficially own the 237,333 shares of Common
Stock held by FSC, and may be deemed to share with it the right to vote and
to dispose of such shares. Share ownership of Mr. Correll does not include
24,086 shares of Common Stock held by FSI.
(5) CLS owns 98,523 shares of Common Stock, all of the outstanding voting
shares of which are owned by Ward F. Correll and his wife. As a result,
Ward F. Correll may be deemed to share the voting and dispositive power
over these shares. Ward F. Correll is the father of Jesse T. Correll. There
are 72,750 shares of Common Stock owned by WCorrell LP in which Jesse T.
Correll serves as managing general partner and, as such, has sole voting
and dispositive power over the shares of Common Stock held by it. The
aforementioned 72,750 shares are deemed to be beneficially owned by Jesse
T. Correll.
(6) Shares subject to UTG Employee and Director Stock Purchase Plan.
* Less than 1%.
Except as indicated above, the foregoing persons hold sole voting and investment
power over the shares of Common Stock beneficially owned by them.
The following table shows with respect to each individual identified above under
Security Ownership of Management, the ownership of shares of FSBI, an affiliate
of UTG.
Title Director or Amount and Nature Percent of
of Class Executive Officer of UTG of Ownership Class (1)
Common Randall L. Attkisson 6,642 (2) 4.54%
Stock Jesse T. Correll 102,019 (3)(4) 69.84%
Ward F. Correll 24,152 (4)(5) 16.53%
James P. Rousey 961 (6) .66%
(1) The percentage of outstanding shares for FSBI is based on 146,071 shares
outstanding as of March 31, 2006, including outstanding options.
(2) Includes 3,161 shares owned by Mr. Attkisson's spouse and options to
purchase 792 shares that can be exercised at any time by Mr. Attkisson.
(3) Includes 15,030 shares owned by the WCorrell, Limited Partnership, of which
Jesse Correll is the managing general partner, and 3,461 shares which Mr.
Correll has the power to vote and as to which he disclaims beneficial
ownership. Also includes options to purchase 12,621 shares that can be
exercised at any time by Mr. Correll.
(4) Includes options to purchase 8,530 shares that can be exercised at any time
by either Jesse Correll, Ward Correll or the WCorrell, Limited Partnership.
(5) Includes 15,030 shares owned by the WCorrell, LP and 592 shares owned by
CLS.
(6) Includes 99 shares owned by Mr. Rousey's spouse and options to purchase 194
shares that can be exercised at any time by Mr. Rousey.
The following table shows with respect to each individual identified above under
security ownership of management the ownership held in FSF, an affiliate of UTG.
Title Director or Executive Amount and Nature Percent of
of Class Officer of UTG of Ownership Class (1)
Common Randall L. Attkisson 44.75 4.8%
Stock Jesse T. Correll 766.07 81.5%
James P. Rousey 4.70 .5%
(1) The percentage of outstanding units for FSF is based on 939.77 units
outstanding as of March 31, 2006.
THE BOARD OF DIRECTORS
In accordance with the laws of Delaware and the Certificate of Incorporation and
Bylaws of UTG, as amended, UTG is managed by its executive officers under the
direction of the Board of Directors. Each of the members of the board of
directors is independent (as defined under NASD listing standards), except
Messrs. Attkisson, Jesse Correll, Ward Correll and Rousey. The Board elects
executive officers, evaluates their performance, works with management in
establishing business objectives and considers other fundamental corporate
matters, such as the issuance of stock or other securities, the purchase or sale
of a business and other significant corporate business transactions. In the
fiscal year ended December 31, 2005, the Board met four times. All directors
attended at least 75% of all meetings of the board. The Company does not have a
policy regarding Board members' attendance at annual meetings, however all
members are encouraged to attend. All Board members were present at the 2005
annual shareholders meeting.
The Board of Directors has an Audit Committee consisting of Messrs. Perry,
Albin, and Brinck. Each of the members of the Audit Committee is independent (as
defined under NASD listing standards). The Audit Committee performs such duties
as outlined in the Company's Audit Committee Charter. The Audit Committee
reviews and acts or reports to the Board with respect to various auditing and
accounting matters, the scope of the audit procedures and the results thereof,
internal accounting and control systems of UTG, the nature of services performed
for UTG and the fees to be paid to the independent auditors, the performance of
UTG's independent and internal auditors and the accounting practices of UTG. The
Audit Committee also recommends to the full Board of Directors the auditors to
be appointed by the Board. The Audit Committee met five times in 2005.
The Board has reviewed the qualifications of each member of the audit committee
and determined no member of the committee meets the definition of a "financial
expert". The Board concluded however, that each member of the committee has a
proven track record as a successful businessman, each operating his own company,
and their experience as businessmen provide a base of knowledge and experience
adequate for participation as a member of the committee.
The compensation of UTG's executive officers is determined by the full Board of
Directors (see report on Executive Compensation).
The Board of Directors does not have a formal nominating committee, or a
committee that performs similar functions, and does not have a nominating
committee charter. The Board has concluded that the nominating process should
not be limited to certain members so that a comprehensive selection of
candidates can be considered. Therefore, the nomination process is conducted by
the full Board of Directors. The Board of Directors has not adopted a formal
policy with regard to the consideration of director candidates recommended by
shareholders. The Board of Directors will, however, consider nominees
recommended by shareholders. Shareholders wishing to recommend candidates for
Board membership must submit the recommendations in writing to the Secretary of
the Company at least 90 days prior to a date corresponding to the previous
year's Annual Meeting, with the submitting shareholder's name and address and
pertinent information about the proposed nominee similar to that set forth for
nominees named herein. Proposed nominees will be considered in light of their
potential contributions to the Board, their backgrounds, their independence and
such other factors as the Board considers appropriate.
Under UTG's Bylaws, the Board of Directors is comprised of at least six and no
more than eleven directors. At December 31, 2005 the Board consisted of eight
directors. At the April 18, 2006 Board of Directors meeting, the directors
approved expansion of the board from eight to ten members. Shareholders elect
Directors to serve for a period of one year at UTG's Annual Shareholders'
meeting.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Directors and officers of UTG file periodic reports regarding ownership of
Company securities with the Securities and Exchange Commission pursuant to
Section 16(a) of the Securities Exchange Act of 1934 as amended, and the rules
promulgated thereunder. During 2005, UTG was aware of the following individuals
who filed a late Form 4, statement of changes in beneficial ownership of
securities, with the Securities and Exchange Commission, Joseph A. Brinck, II,
director and Randall L. Attkisson. Mr. Brinck reported a purchase of 4,000
shares of UTG stock and Mr. Attkisson reported a change in his deemed UTG stock
through a sale of stock of an intermediate company. SEC filings may be viewed
from the Company's Web site www.utgins.com.
The Board of Directors has provided a process for shareholders to send
communications directly to the Board. These communications can be sent to James
Rousey, Executive Vice President, Chief Administrative Officer and Director of
UTG at the corporate headquarters at 5250 South Sixth Street, Springfield, IL
62703
AUDIT COMMITTEE REPORT TO SHAREHOLDERS
In connection with the December 31, 2005 financial statements, the audit
committee: (1) reviewed and discussed the audited financial statements with
management; (2) discussed with the auditors the matters required by Statement on
Auditing Standards No. 61; and (3) reviewed and discussed with the auditors the
matters required by Independence Standards Board Statement No.1. Based upon
these reviews and discussions, the audit committee recommended to the Board of
Directors that the audited financial statements be included in the Annual Report
on Form 10-K filed with the SEC.
William W. Perry - Committee Chairman
John S. Albin
Joseph A. Brinck, II
PROPOSAL ONE
ELECTION OF DIRECTORS
At the annual meeting of shareholders of UTG, ten directors are to be elected,
each director to hold office until the next annual meeting and until his
successor is elected and qualified. Each nominee will be elected director by the
affirmative vote of a plurality of the votes duly cast for such nominee. The
persons named in the proxy intend to vote the proxies as instructed in the
proxies. If no instructions are given in a particular proxy, the persons named
in the proxy intend to vote the proxy for the nominees listed below. Should any
of the nominees listed below become unable or unwilling to accept nomination or
election, it is intended, in the absence of contrary specifications, that the
proxies will be voted for the balance of those named and for a substituted
nominee or nominees; however, the management of UTG currently knows of no reason
to anticipate such an occurrence. All of the nominees have consented to be named
as nominees and to serve as directors if elected. Information with respect to
business experience of the Board of Directors has been furnished by the
respective directors or obtained from the records of UTG. The following
individuals are the nominees for the election of directors:
Name, Age
Position with the Company, Business Experience and Other
Directorships
John S. Albin, 77
Director of UTG since 1984; farmer in Douglas and Edgar
Counties, Illinois since 1951; Chairman of the Board of
Longview State Bank from 1978 to 2005; President of the
Longview Capital Corporation, a bank holding company, since
1978; Chairman of First National Bank of Ogden, Illinois,
from 1987 to 2005; Chairman of the State Bank of Chrisman
from 1988 to 2005; Chairman of First National Bank in
Georgetown from 1994 to 2005; Director of Illini Community
Development Corporation since 1990; Commissioner of Illinois
Student Assistance Commission from 1996 to 2002.
Randall L. Attkisson, 60
Director of UTG since 1999; President and Chief Operating
Officer of UTG and Universal Guaranty Life Insurance Company
since 2001; President, Secretary and Treasurer of First
Southern Holdings, LLC since 2002; Chief Financial Officer,
Treasurer, Director of First Southern Bancorp, Inc, a bank
holding company, since 1986; Treasurer and Manager of First
Southern Funding, LLC since 1992; Advisory Director of
Kentucky Christian Foundation since 2002; Director of The
River Foundation, Inc. since 1990; President of Randall L.
Attkisson & Associates from 1982 to 1986; Commissioner of
Kentucky Department of Banking & Securities from 1980 to
1982; Self-employed Banking Consultant in Miami, Florida
from 1978 to 1980.
Joseph A. Brinck, II, 50
Director of UTG since 2003; CEO of Stelter & Brinck, LTD, a
full service combustion engineering and manufacturing
company, from 1979 to present; President of Superior
Thermal, LTD from 1990 to present. Currently holds
Professional Engineering licenses in Ohio, Kentucky, Indiana
and Illinois.
Jesse T. Correll, 49
Chairman and CEO of UTG and Universal Guaranty Life
Insurance Company since 2000; Director of UTG since 1999;
Chairman, President, Director of First Southern Bancorp,
Inc. since 1983; President, Director of First Southern
Funding, LLC since 1992; President, Director of The River
Foundation since 1990; Director of Thomas Nelson, Inc., a
premier publisher of Bibles and Christian books from
2001-2005; Director of Computer Services, Inc., provider of
bank technology products and services since 2001. Jesse
Correll is the son of Ward Correll.
Ward F. Correll, 77
Director of UTG since 2000; President, Director of Tradeway,
Inc. of Somerset, Kentucky since 1973; President, Director
of Cumberland Lake Shell, Inc. of Somerset, Kentucky since
1971; President, Director of Tradewind Shopping Center, Inc.
of Somerset, Kentucky since 1966; Director of First Southern
Bancorp, Inc. since 1987; Director of First Southern
Funding, LLC since 1991; Director of The River Foundation
since 1990; and Director of First Southern Insurance Agency
since 1987. Ward Correll is the father of Jesse Correll.
Thomas F. Darden, 51
Mr. Darden is the Chief Executive Officer of Cherokee
Investment Partners, a private equity fund with over $1
billion of capital for investing in brownfields. Cherokee
has offices in North Carolina, Colorado, New Jersey, London,
Toronto and Montreal. Beginning in 1984, he served for 16
years as the Chairman of Cherokee Sanford Group, a
privately-held brick manufacturing company in the United
States and previously the Southeast's largest soil
remediation company. From 1981 to 1983, Mr. Darden was a
consultant with Bain & Company in Boston. From 1977 to 1978,
he worked as an environmental planner for the Korea
Institute of Science and Technology in Seoul, where he was a
Henry Luce Foundation Scholar. Mr. Darden is on the Boards
of Shaw University and the University of North Carolina's
Environmental Department and Duke University's Nicholas
School of the Environment. He is on the Board of Directors
of the National Brownfield Association and on the Board of
Trustees of North Carolina Environmental Defense. Mr. Darden
is a director of Winston Hotels, Inc (NYSE) and serves on
the board of governors of Research Triangle Institute in
Research Triangle Park, N.C. He was chairman of the Research
Triangle Transit Authority and served two terms on the N.C.
Board of Transportation through appointments by the Governor
and the Speaker of the House. Mr. Darden earned a Masters in
Regional Planning from the University of North Carolina at
Chapel Hill, a Doctor of Jurisprudence from Yale Law School
and a Bachelor of Arts from the University of North Carolina
at Chapel Hill where he was a Morehead Scholar. His 1976
undergraduate thesis analyzed the environmental impact of
third world development, and his 1981 Yale thesis addressed
interstate acid rain pollution. Mr. Darden and his wife Jody
have three children, ages 18 to 27.
Howard L. Dayton, Jr., 62
Chief Executive Officer of Crown Financial Ministries since
1985, at which time he founded Crown Ministries in Longwood
,FL. Crown Ministries merged with Christian Financial
Concepts in September 2000 to form Crown Financial
Ministries, the world's largest financial ministry. In 1972
he began his commercial real estate development career,
specializing in office development in the Central Florida
area. Mr. Dayton developed The Caboose, a successful
railroad-themed restaurant in Orlando, FL in 1969. He also
is the author of Your Money Counts, Free and Clear, and
Crown's Small Group Studies.
Peter L. Ochs, 54
Mr. Ochs is founder of Capital III, a private investment
banking firm located in Wichita, Kansas. The firm has acted
as an intermediary in over 120 transactions since its
founding in 1982. In addition the firm provides valuation
services to private companies for such purposes as ESOP's,
estate planning, M & A, buy/sells, and internal planning
strategies. The firm also provides both tactical and
strategic planning for privately held companies. In recent
years the firm has focused primarily on providing services
to companies in which Mr. Ochs holds an equity interest.
Since 1987, Mr. Ochs has been an active investor and officer
of several privately held companies. In most cases his
ownership position has represented a controlling interest in
the enterprise. Companies in which he has held or still
holds an investment include a community bank, a medical
equipment company, a manufacturer of electrical assemblies,
a sports training equipment company, a manufacturer of
corporate identification products, a cable TV programming
company, and a retail lifestyle clothing store. Mr. Ochs is
also one of the founding members of Trinity Academy; a
Christ centered college preparatory high school in Wichita.
Prior to founding Capital III, Mr. Ochs spent 8 years in the
commercial banking business. He graduated from the
University of Kansas in 1974 with a degree in business &
finance.
William W. Perry, 49
Director of UTG since 2001; Owner of SES Investments, Ltd.,
an oil and gas investments company since 1991; President of
EGL Resources, Inc., an oil and gas operations company based
in Texas and New Mexico since 1992; President of a real
estate investment company; Director of Young Life Foundation
and involved with Young Life in various capacities; Director
of Abel-Hangar Foundation; Director of River Foundation; ;
Director of Millagros Foundation Director of University of
Oklahoma Associates; Midland, Texas city council member
since 2002.
James P. Rousey, 47
Executive Vice President, Chief Administrative Officer and
Director of UTG and Universal Guaranty Life Insurance
Company since September 2001; Regional CEO and Director of
First Southern National Bank from 1988 to 2001; Board Member
with the Illinois Fellowship of Christian Athletes from
2001-2005.
The Board of Directors recommends that shareholders vote "FOR" the election of
the director nominees listed above.
EXECUTIVE OFFICERS OF UTG
More detailed information on the following executive officers of UTG appears
under "Directors":
Jesse T. Correll Chairman of the Board and Chief Executive Officer
Randall L. Attkisson President and Chief Operating Officer
James P. Rousey Executive Vice President and Chief Administrative Officer
Other executive officers of UTG are set forth below:
Name, Age
Position with UTG and, Business Experience
Theodore C. Miller, 43
Corporate Secretary since December 2000; Senior Vice
President and Chief Financial Officer since July 1997; Vice
President since October 1992 and Treasurer from October 1992
to December 2003; Vice President and Controller of certain
affiliated companies from 1984 to 1992; Vice President and
Treasurer of certain affiliated companies from 1992 to 1997;
Senior Vice President and Chief Financial Officer of
subsidiary companies since 1997; Corporate Secretary of
subsidiary companies since 2000.
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding compensation paid
to or earned by UTG's Chief Executive Officer and each of the executive officers
of UTG whose salary plus bonus exceeded $100,000 during UTG's last fiscal year:
SUMMARY COMPENSATION TABLE
Name and Annual Compensation All Other (1)
Principal Position Year Salary ($) Bonus ($) Compensation ($)
Jesse T. Correll 2005 75,636 - 4,500
Chairman of the Board
Chief Executive Officer
2004 75,720 - 4,500
2003 75,720 - 4,500
Randall L. Attkisson 2005 75,636 - 4,500
President
2004 75,720 - 4,500
2003 75,720 - 4,500
Theodore C. Miller 2005 100,000 - 3,000
Corporate Secretary
Senior Vice President
Chief Financial Officer
2004 100,000 3,000
2003 100,000 3,000 3,000
James P. Rousey 2005 135,000 - 2,025
Executive Vice President
Chief Administrative Officer
2004 135,000 - 1,519
2003 135,000 2,025
Douglas A. Dockter (2) 2005 100,000 2,700
Vice President
2004 100,000 1,000 2,700
2003 100,000 4,000 2,689
(1) All Other Compensation consists of UTG's matching contribution to the
Employee Savings Trust 401(k) Plan.
(2) Mr. Dockter is not considered an executive officer of UTG, but is
included in this table pursuant to compensation disclosure
requirements.
Compensation of Directors
UTG's standard arrangement for the compensation of directors provides that each
director shall receive an annual retainer of $2,400, plus $300 for each meeting
attended and reimbursement for reasonable travel expenses. UTG's director
compensation policy also provides that directors who are employees of UTG do not
receive any compensation for their services as directors except for
reimbursement for reasonable travel expenses for attending each meeting.
REPORT ON EXECUTIVE COMPENSATION
Introduction
The Board of Directors does not have a formal compensation committee. The
compensation of UTG's executive officers is determined by the full Board of
Directors. The Board of Directors strongly believes that UTG's executive
officers directly impact the short-term and long-term performance of UTG. With
this belief and the corresponding objective of making decisions that are in the
best interest of UTG's shareholders, the Board of Directors places significant
emphasis on the design and administration of UTG's executive compensation plans.
Executive Compensation Elements
Base Salary. The Board of Directors establishes base salaries at a level
intended to be within the competitive market range of comparable companies. In
addition to the competitive market range, many factors are considered in
determining base salaries, including the responsibilities assumed by the
executive, the scope of the executive's position, experience, length of service,
individual performance and internal equity considerations. In addition to a base
salary, increased compensation of current and future executive officers of the
Company will be determined using a "performance based" philosophy. UTG's
financial results are analyzed and future increases to compensation will be
proportionately based on the profitability of the Company.
Stock Options. Stock options are granted at the discretion of the Board of
Directors. There were no options granted to the named executive officers during
the last three fiscal years.
Employee and Directors Stock Purchase Plan
On March 26, 2002, the Board of Directors of UTG adopted, and on June 11, 2002,
the shareholders of UTG approved, the UTG, Inc. Employee and Director Stock
Purchase Plan. The plan's purpose is to encourage ownership of UTG stock by
eligible directors and employees of UTG and its subsidiaries by providing them
with an opportunity to invest in shares of UTG common stock. The plan is
administered by the Board of Directors of UTG. A total of 400,000 shares of
common stock may be purchased under the plan, subject to appropriate adjustment
for stock dividends, stock splits or similar recapitalizations resulting in a
change in shares of UTG. The plan is not intended to qualify as an "employee
stock purchase plan" under Section 423 of the Internal Revenue Code.
During 2005 and 2004, the Board of Directors of UTG approved offerings under the
plan to qualified individuals. For the years ended December 31, 2005 and 2004,
two individuals purchased 12,000 and four individuals purchased 14,440 shares of
UTG common stock, respectively. Each participant under the plan executed a
"stock restriction and buy-sell agreement", which among other things provides
UTG with a right of first refusal on any future sales of the shares acquired by
the participant under this plan.
The purchase price of shares repurchased under the stock restriction and
buy-sell agreement shall be computed, on a per share basis, equal to the sum of
(i) the original purchase price paid to acquire such shares from UTG and (ii)
the consolidated statutory net earnings (loss) per share of such shares during
the period from the end of the month next preceding the month in which such
shares were acquired pursuant to the plan, to the end of the month next
preceding the month in which the sale of such shares to UTG occurs. The original
issue price of shares at the time this program began was established at $12.00
per share. At December 31, 2005, UTG had 101,877 shares outstanding that were
issued under this program with a value of $ 12.93 per share pursuant to the
above formula.
Chief Executive Officer
On March 27, 2000, Jesse T. Correll assumed the position of Chairman of the
Board and Chief Executive Officer of UTG and each of its affiliates. Under Mr.
Correll's leadership, he declined to receive a salary, bonus or other forms of
compensation for his duties with UTG and its affiliates in the year 2000. In
March 2001, the Board of Directors approved an annual salary for Mr. Correll of
$75,000, payment of which began on April 1, 2001. As a reflection of Mr.
Correll's leadership, the compensation of current and future executive officers
of the Company will be determined by the Board of Directors using a "performance
based" philosophy. The Board of Directors will consider UTG's financial results
and future compensation decisions will be proportionately based on the
profitability of the Company.
Conclusion
The Board of Directors believes this executive compensation plan provides a
competitive and motivational compensation package to the executive officer team
necessary to produce the results UTG strives to achieve. The Board of Directors
also believes the executive compensation plan addresses both the interests of
the shareholders and the executive team.
BOARD OF DIRECTORS
John S. Albin Ward F. Correll
Randall L. Attkisson Thomas F. Darden
Joseph A. Brinck, II William W. Perry
Jesse T. Correll James P. Rousey
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on UTG's
Common Stock during the five fiscal years ended December 31, 2005 with the
cumulative total return on the NASDAQ Composite Index Performance and the NASDAQ
Insurance Stock Index (1). The graph assumes that $100 was invested on December
31, 2000 in each of the Company's common stock, the NASDAQ Composite Index, and
the NASDAQ Insurance Stock Index, and that any dividends were reinvested.
(1) UTG selected the NASDAQ Composite Index Performance as an appropriate
comparison since during the time period reflected, UTG's Common Stock was
traded on the NASDAQ Small Cap market under the symbol "UTGN.OB" until
December 31, 2001. Furthermore, UTG selected the NASDAQ Insurance Stock
Index as the second comparison because there is no similar single "peer
company" in the NASDAQ system with which to compare stock performance and
the closest additional line-of-business index which could be found was the
NASDAQ Insurance Stock Index. Trading activity in UTG's Common Stock is
limited, which may be due in part as a result of UTG's low profile. The
performance graph is not intended to forecast or be indicative of possible
future performance of UTG's stock.
The foregoing graph shall not be deemed to be incorporated by reference into any
filing of UTG under the Securities Act of 1933 or the Securities Exchange Act of
1934, except to the extent that UTG specifically incorporates such information
by reference.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION AND RELATED PARTY TRANSACTIONS
UTG does not have a compensation committee and decisions regarding executive
officer compensation are made by the full Board of Directors of UTG. The
following persons served as directors of UTG during 2005 and were officers or
employees of UTG or its affiliates during 2005: Jesse T. Correll, Randall L.
Attkisson and James P. Rousey. Accordingly, these individuals have participated
in decisions related to compensation of executive officers of UTG and its
subsidiaries.
During 2005, Jesse T. Correll and Randall L. Attkisson, executive officers of
UTG and UG, were also members of the Board of Directors of UTG's insurance
subsidiary.
Jesse T. Correll and Randall L. Attkisson are each directors and executive
officers of FSBI and participate in compensation decisions of FSBI. FSBI owns or
controls directly and indirectly approximately 44.7% of the outstanding common
stock of UTG.
OTHER RELATED PARTY TRANSACTIONS
On July 1, 2005, United Trust Group, Inc., an Illinois corporation, merged with
and into its wholly-owned subsidiary, UTG, Inc. (UTG), a Delaware corporation,
for the purpose of effecting a change in the Company's state of incorporation
from Illinois to Delaware. The merger was effected pursuant to that certain
Agreement and Plan of Merger dated as of April 4, 2005, which was approved by
the boards of directors of both UTG and United Trust Group, Inc. The merger was
approved by the holders of two-thirds of the outstanding shares of common stock
of United Trust Group, Inc. at the 2005 annual meeting of shareholders on June
15, 2005, and by the sole stockholder of UTG, Inc. on June 15, 2005.
On September 1, 2004, UTG contributed the common stock of its wholly-owned
subsidiary, North Plaza, to its life insurance subsidiary, UG. The contribution,
which received prior approval by the regulatory authorities, increased the
capital of the life insurance subsidiary by $ 7,857,794.
On February 20, 2003, UG purchased $ 4,000,000 of a trust preferred security
offering issued by FSBI. The security has a mandatory redemption after 30 years
with a call provision after 5 years. The security pays a quarterly dividend at a
fixed rate of 6.515%. The Company received $ 264,219, $ 264,842 and $ 226,104 of
dividends in 2005, 2004 and 2003, respectively.
On June 18, 2003, UG entered into a lease agreement with Bandyco, LLC, an
affiliated entity, for a one-sixth interest in an aircraft. Bandyco, LLC is
affiliated with Ward F. Correll, who is a director of the Company. The lease
term is for a period of five years at a total cost of $ 523,831 per year. The
Company is responsible for its share of annual non-operational costs, in
addition to the operational costs as are billable for specific use.
On March 26, 2002, the Board of Directors of UTG adopted, and on June 11, 2002,
the shareholders of UTG approved, the UTG, Inc. Employee and Director Stock
Purchase Plan (See Note 10.A. to the consolidated financial statements).
At the March 2003 Board of Directors meeting, the Appalachian Life Insurance
Company (APPL) and UG Boards reaffirmed the merger of APPL with and into UG and
approved the final merger documents. Upon receiving the necessary regulatory
approvals, the merger of Abraham Lincoln Insurance Company (ABE) and APPL with
and into UG was consummated effective July 1, 2003. ABE and APPL were each 100%
owned subsidiaries of UG prior to the merger. Management of the Company believes
the completion of the mergers will provide the Company with additional cost
savings. These cost savings result from streamlining the Company's operations
and organizational structure from three life insurance subsidiaries to one life
insurance subsidiary, UG. Thus, the Company will further improve administrative
efficiency.
On January 1, 1993, UTG entered an agreement with UG pursuant to which UTG
provided management services necessary for UG to carry on its business. UG paid
$ 5,054,918, $ 5,625,451 and $ 5,906,406 to UTG in 2005, 2004 and 2003,
respectively, under this arrangement.
Prior to its merger, ABE paid fees to UTG pursuant to a cost sharing and
management fee agreement. UTG provided management services for ABE to carry on
its business. The agreement required ABE to pay a percentage of the actual
expenses incurred by UTG based on certain activity indicators of ABE business to
the business of all the insurance company subsidiaries plus a management fee
based on a percentage of the actual expenses allocated to ABE. ABE paid fees of
$ 165,269 in 2003 to UTG under this agreement.
Prior to its merger, APPL had a management fee agreement with UTG whereby UTG
provided certain administrative duties, primarily data processing and investment
advice. APPL paid fees of $ 222,000 to UTG during 2003 under this agreement.
Respective domiciliary insurance departments have approved the agreements of the
insurance companies and it is Management's opinion that where applicable, costs
have been allocated fairly and such allocations are based upon accounting
principles generally accepted in the United States of America.
UG from time to time acquires mortgage loans through participation agreements
with FSNB. FSNB services UG's mortgage loans including those covered by the
participation agreements. UG pays a .25% servicing fee on these loans and a one
time fee at loan origination of .50% of the original loan amount to cover costs
incurred by FSNB relating to the processing and establishment of the loan. UG
paid $77,597, $ 45,468 and $ 63,214 in servicing fees and $ 112,109, $ 0 and
$ 13,821 in origination fees to FSNB during 2005, 2004 and 2003, respectively.
The Company reimbursed expenses incurred by Mr. Jesse T. Correll and Mr. Randall
L. Attkisson relating to travel and other costs incurred on behalf of or
relating to the Company. The Company paid $ 68,318, $ 50,098 and $ 20,238 in
2005, 2004 and 2003, respectively to First Southern Bancorp, Inc. in
reimbursement of such costs. In addition, beginning in 2001, the Company began
reimbursing FSBI a portion of salaries and pension costs for Mr. Correll and Mr.
Attkisson. The reimbursement was approved by the UTG Board of Directors and
totaled $ 160,272, $ 160,440 and $ 160,440 in 2005, 2004 and 2003, respectively,
which included salaries and other benefits.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Brown Smith Wallace LLC (BSW) served as UTG's independent certified public
acounting firm for the fiscal year ended December 31, 2005. Kerber, Eck and
Braeckel LLP ("KEB") served as UTG's independent certified public accounting
firm for the fiscal year ended December 31, 2004. In serving their primary
function as outside auditor for UTG, BSW and KEB performed the following audit
services: examination of annual consolidated financial statements; assistance
and consultation on reports filed with the Securities and Exchange Commission;
and assistance and consultation on separate financial reports filed with the
State insurance regulatory authorities pursuant to certain statutory
requirements.
Audit Fees. Audit fees billed for these audit services in the fiscal years
ended December 31, 2005 and December 31, 2004 totaled $ 97,493 and $99,970,
respectively, and audit fees billed for quarterly reviews of the Company's
financial statements totaled $18,633 and $12,014 for the years 2005 and 2004,
respectively.
Audit Related Fees. No audit related fees were incurred by the Company from
BSW or KEB for the fiscal years ended December 31, 2005 and December 31, 2004.
Tax Fees. BSW or KEB did not render any services related to tax compliance,
tax advice or tax planning for the fiscal years ended December 31, 2005 and
December 31, 2004.
All Other Fees. No other services besides the audit services described
above were performed by, and therefore no other fees were billed by, BSW or KEB
for services in the fiscal years ended December 31, 2005 and December 31, 2004.
The audit committee of the Company appoints the independent certified public
accounting firm, with the appointment approved by the entire Board of Directors.
Non-audit related services to be performed by the firm are to be approved by the
audit committee prior to engagement. The Company had no non-audit related
services performed by BSW or KEB for the fiscal years ended December 31, 2005
and December 31, 2004.
SUBMISSION OF SHAREHOLDER PROPOSALS FOR 2007 ANNUAL MEETING
In order for a proposal by a shareholder to be included in UTG's proxy statement
and form of proxy for the 2007 Annual Meeting of Shareholders, the proposal must
be received by UTG at its principal office on or before January 23, 2007.
Shareholder proposals submitted after April 13, 2007, will be considered
untimely, and the proxy solicited by UTG for next year's annual meeting may
confer discretionary authority to vote on any such matters without a description
of them in the proxy statement for that meeting.
OTHER MATTERS TO COME BEFORE THE MEETING
Management does not intend to bring any other business before the meeting of
UTG's shareholders and has no reason to believe that any will be presented to
the meeting. If, however, any other business should properly be presented to the
meeting, the proxies named in the enclosed form of proxy will vote the proxies
in accordance with their best judgment.
MULTIPLE STOCKHOLDERS SHARING THE SAME ADDRESS
In late 2000, the Securities and Exchange Commission adopted new rules that
permit companies and intermediaries (e.g., brokers) to satisfy the delivery
requirements for proxy statements with respect to two or more stockholders
sharing the same address by delivering a single proxy statement addressed to
those stockholders. This process allows for extra convenience for stockholders
and potential costs savings for companies.
This year, one or more brokers with accountholders who are UTG shareholders may
send a single proxy statement addressed to two or more shareholders sharing the
same address. In those cases, a single proxy statement and Annual Report will be
delivered to multiple stockholders sharing an address unless contrary
instructions have been received from the affected stockholder. Once you have
received notice from your broker that they will be sending communications to
your address in this way, they will continue this practice until you are
notified otherwise or until you revoke your consent. If, at any time, you no
longer wish to receive proxy materials and communications in this way and would
prefer to receive a separate proxy statement, please notify your broker or
direct your written request to UTG, Inc., Theodore C. Miller, Secretary, 5250
South Sixth Street, P.O. Box 5147, Springfield, Illinois, 62705-5147, or contact
Mr. Miller at 217-241-6300. UTG will deliver promptly, upon written or oral
request in the manner provided above, a separate copy of the proxy statement and
Annual Report for the fiscal year ended December 31, 2005 to a shareholder at a
shared address to which a single copy was delivered. If your broker is not
currently delivering a single proxy statement addressed to two or more
shareholders sharing the same address (i.e., you received multiple copies of
this proxy statement), and you would like to request delivery of a single copy,
you should contact your broker.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
UTG has filed its Annual Report for the year ended December 31, 2005 on Form
10-K with the Securities and Exchange Commission. A copy of the report,
including any financial statements and financial statement schedules, may be
obtained without charge by any shareholder. Requests for copies of the report
should be sent to Theodore C. Miller, Secretary, UTG, Inc., P.O. Box 5147,
Springfield, Illinois, 62705-5147.
BY ORDER OF THE BOARD OF DIRECTORS
UTG, INC.
/s/ Theodore C. Miller
Theodore C. Miller, Secretary
Dated: May 24, 2006
Dear Shareholders:
The 2006 Annual Meeting of Shareholders of UTG, Inc. will be held at the
corporate headquarters, 5250 South Sixth Street, Springfield, Illinois
62703, on Wednesday June 21, 2006, at 10:00 a.m. At the meeting,
shareholders will act to elect ten directors, and to vote upon such other
business as may properly be brought before the meeting.
Your vote is important. Whether or not you plan to attend the meeting,
please review the enclosed proxy statement, complete the proxy form below
and return it promptly in the envelope provided.
It is important to keep your stock portfolio current. Registrations should
be kept up-to-date. Remember to notify the Company of a change in address.
Our stock transfer department is available to assist you with these and
other shareholder questions.
Sincerely,
/s/ Theodore C. Miller
Theodore C. Miller
Corporate Secretary
Fold and Tear Here Fold and Tear Here
PROXY FORM UTG, INC. PROXY FORM
Annual Meeting of Shareholders - To be Held June 21, 2006
THE BOARD OF DIRECTORS SOLICITS THIS PROXY
The undersigned hereby appoints Jesse T. Correll and Randall L. Attkisson,
or either of them, the attorneys and proxies with full power of
substitution and revocation to represent and to vote, as designated below,
all the shares of common stock of the Company held of record by the
undersigned on May 1, 2006, at the annual meeting of shareholders to be
held at the corporate headquarters, 5250 South Sixth Street, Springfield,
Illinois 62703, on Wednesday June 21, 2006 at 10:00 a.m., or any
adjournment thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR ALL PROPOSALS PRESENTED.
Please sign exactly as your name appears on the form and date and mail the
proxy promptly. When signing as an attorney, executor, administrator,
trustee or guardian, please give your full title as such. If shares are
held jointly, both owners must sign. If a corporation, please sign in full
corporate name by President and other authorized officer. If a partnership,
please sign in partnership name by authorized person.
Continued and to be voted and signed on reverse.
Our Stock Transfer Department is available to assist you with changes or
questions concerning your account.
Lost Certificate - Notification of a lost stock certificate must be made in
writing.
Address - Notification of shareholder address changes must be made in writing.
If your address has changed or should change in the future, please give us
your new address below.
Your
(Old Address) - Street
City State Zip
(New Address) - Street
City State Zip
Date new address in effect Signature
Registration - A change in certification registration is needed because of:
Marriage Divorce
Death of a tenant Establishment of a trust
Remove custodian Other - Explain
For instructions about your specific situation, contact our Stock Transfer
Department by phone at (217) 241-6410, by writing to UTG, Inc., Attn: Stock
Transfer Department, P.O. Box 5147, Springfield, IL 62705-5147 or through our
website at www.utgins.com.
Signature
Date
Acct#
Fold and Tear Here Fold and Tear Here
Withhold For All
For Authority Except*
1. To elect all Director Nominees to serve on the Board of Directors. The
nominees are: John S. Albin, Randall L. Attkisson, Joseph A. Brinck, II,
Jesse T. Correll, Ward F. Correll, For Authority Except* Thomas F. Darden
II, Howard L. Dayton Jr., Peter L Ochs, William W. Perry, James P. Rousey.
*Exceptions: To vote for all director nominees, mark the "For" box. To
withhold voting for all nominees, mark the "Withhold Authority" box. To
withhold voting for a particular nominee, mark the "For All Except" box and
enter name(s) of the exception(s) in the space provided. Your shares will
be voted for the remaining nominees.
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment
thereof.
Signature Date
Signature Date