Item 8.01. Other Events.

On July 20, 2009, UTG, Inc.'s indirect 73% owned subsidiary American Capitol Insurance Company, a Texas life insurance company, entered into a definitive stock purchase agreement for the sale of its 100% owned life insurance subsidiary, Texas Imperial Life Insurance Company. The transaction is expected to close by December 31, 2009 and is contingent upon regulatory approval and other factors.

Texas Imperial Life Insurance Company represents approximately $29,000,000 or 6% of the consolidated assets of UTG, Inc. The sale is anticipated to have near zero impact to the consolidated income statement of UTG. On a Statutory basis of accounting, this transaction will result in an increase of approximately $3,300,000 to the Statutory capital and surplus of American Capitol Insurance Company.

Texas Imperial Life Insurance Company is an immaterial subsidiary acquired in 2006 as part of the acquisition of ACAP Corporation and subsidiaries. UTG, Inc. has a history of acquisition and consolidation. Texas Imperial Life Insurance Company is a Texas only stipulated premium insurance company. This fact makes a consolidation or merger of this company with any of the other insurance companies within the group impractical.