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): November 27, 2006
UTG,
INC.
(Exact name of registrant
as specified in its charter)
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Delaware
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0-16867
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20-2907892
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(State or other jurisdiction
of
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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incorporation or
organization)
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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):
o Written communications pursuant to Rule 425 under the Securities
Act
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
Item 1.01. Entry into a Material Definitive
Agreement
On November 22, 2006, UTG, Inc., William F. Guest and John D. Cornett
agreed to an amendment to the definitive Stock Purchase Agreement dated August
7, 2006, as amended, whereby UTG, Inc. agreed to purchase a majority of the
issued and outstanding common stock of Acap Corporation.
This amendment was entered into by the parties as acknowledgement of
the
settlement of certain litigation involving Acap Corporation and its subsidiaries
that arose following the execution of the original agreement. This
amendment to the agreement adjusts the purchase price of the 1,492 shares
to be
acquired from Messrs. Guest and Cornett at closing from $14,279,932 to
$14,242,632. 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, as amended,
remain intact and unchanged.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exibits.
(c) Exhibits.
Exhibit 2(a) ― Amendment No. 2, dated November 22, 2006, to the Stock
Purchase Agreement, dated August 7, 2006, as amended, 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: November 27,
2006
By: /s/ Theodore C.
Miller
Theodore C.
Miller
Senior Vice President and Chief
Financial Officer