-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DG29HRccjul4gzr9VV8AOScAJ/L4PCGfqVcf6ypvHLOkDsD2YiT3cnctcgJJ5awN wDGAq1jSIvC7sszTpLsBaw== 0000035733-05-000019.txt : 20050614 0000035733-05-000019.hdr.sgml : 20050613 20050614172052 ACCESSION NUMBER: 0000035733-05-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050613 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050614 DATE AS OF CHANGE: 20050614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FINANCIAL INDUSTRIES CORP CENTRAL INDEX KEY: 0000035733 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 742126975 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-04690 FILM NUMBER: 05895611 BUSINESS ADDRESS: STREET 1: LEGAL DEPARTMENT STREET 2: 6500 RIVER PLACE BLVD., BUILDING ONE CITY: AUSTIN STATE: TX ZIP: 78730 BUSINESS PHONE: 512 404-5000 MAIL ADDRESS: STREET 1: 6500 RIVER PLACE BLVD., BUILDING ONE STREET 2: LEGAL DEPARTMENT CITY: AUSTIN STATE: TX ZIP: 78730 FORMER COMPANY: FORMER CONFORMED NAME: GOLDEN UNITED INVESTMENT CO STOCK PLAN DATE OF NAME CHANGE: 19731128 FORMER COMPANY: FORMER CONFORMED NAME: ILEX CORP DATE OF NAME CHANGE: 19730801 FORMER COMPANY: FORMER CONFORMED NAME: GOLDEN UNITED INVESTMENT CO DATE OF NAME CHANGE: 19730801 8-K 1 fic8k-shareholderltr.txt SHAREHOLDER LTR SENT OUT 06/13/05 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): June 14, 2005 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 Former name or former address, if changed since last report - Not Applicable 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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) - 1 - Item 7.01 Regulation FD Disclosure. The registrant issued a shareholder letter dated June 13, 2005, a copy of which is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K. Item 9.01 Financial Statements and Exhibits. (c) Exhibits 99.1 Shareholder Letter dated June 13, 2005 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: June 14, 2005 By: /s/ J. Bruce Boisture ________________________________________ President and Chief Executive Officer - 2 - EX-99.1 2 ex99-1shareholderltr.txt SHAREHOLDER LETTER OF 06/13/05 EXHIBIT 99.1 [FIC Logo] June 13, 2005 Dear Shareholder: For the past twelve months, your new management team has been engaged in the arduous process of examining and correcting the financial accounts of our company covering multiple years. This work required review of large volumes of accounting data and entries, as well as extensive analysis of complex financial transactions and the records of those transactions. In this work, the Company has been assisted by the accounting firm of KPMG LLP and other outside accountants and actuaries. The Company's registered public accounting firm, PricewaterhouseCoopers LLP, has worked closely with the Company in reviewing and auditing the Company's revised financial statements. The scope of this accounting effort has proven to be larger than anyone supposed at the outset. As a result, we have been long delayed in the filing of FIC's Form 10-K report for 2003. In addition, our Form 10-K report for 2004 and our 10-Q reports for the first three quarters of 2004 and for the first quarter of 2005 have also been delayed. I am aware that this delay has caused severe inconvenience and frustration to many of you. Please know that we have worked intensely and tirelessly to complete the work in a careful and thorough manner, and in the end to provide us all with sound financial reports that accurately depict the financial condition and results of operations of our company. I am happy to report that in recent weeks, this work has begun to bear fruit. In March, our two insurance company subsidiaries, Family Life Insurance Company and Investors Life Insurance Company of North America, filed their statutory (unaudited) financial statements for 2004 with the insurance regulators. In March and May, respectively, Family Life and Investors Life filed their audited 2003 statutory financial statements with the insurance regulators. On May 16, 2005, our insurance company subsidiaries filed their statutory financial statements (unaudited) for the first quarter of 2005, on a timely basis. These two subsidiaries comprise most of the operating business of FIC. The statutory accounting practices applicable to their financial statements vary significantly from generally accepted accounting principles ("GAAP") that are used in preparing FIC's consolidated financial statements. In addition, the statutory statements do not include information pertaining to the operations (primarily expenses) or the debt of FIC (the holding company of the insurance company subsidiaries) or the operations of the non-insurance company subsidiaries of FIC. Nonetheless, completion of the statutory financial statements clears the path for completion of FIC's GAAP accounting for 2003 and then for subsequent years. We have already devoted extensive attention to the GAAP financials, and it is on the completion of these reports that our finance group, outside auditors, and accounting consultants will now focus. - 1- The complexity of the accounting issues that we have found and the large number of accounting periods that we have needed to reexamine have taught us to be cautious about predicting completion dates. With that in mind, I assure you that we are focusing our efforts on the prompt completion of FIC's 2003 Form 10-K report, with the 2004 reports to follow as soon as possible thereafter. We will also be continuing our efforts to improve the sales, business operations, and business outlook of our company. In that connection, I am pleased to inform you that the sale of the River Place Pointe office complex for $103 million, which we announced on March 23, 2005, was completed on June 1, 2005. Thank you for your patience while we complete this accounting and reporting effort. We look forward to completing these tasks promptly and accurately. Sincerely yours, /s/ J. Bruce Boisture J. Bruce Boisture CEO & President As provided by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Financial Industries Corporation cautions that the statements in this letter, including but not limited to, statements relating to the timing of filings, future filings, keeping reports current, efforts to improve sales, operations, and outlook, and other matters that are not historical factual information are forward-looking statements. Such statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to vary materially from those contemplated by the forward-looking statements including, among other things: timing and results of reviews, audits and assessments; competing demands on the time and resources of the Company and its personnel; the need to retain a registered public accounting firm for 2004; the timing of actions by such firm and other accountants and consultants; ability to implement improvements to our business; and other factors discussed in the Company's other filings with the SEC. - 2 - -----END PRIVACY-ENHANCED MESSAGE-----