FINANCIAL INDUSTRIES CORP
SC 13G/A, 2000-04-10
LIFE INSURANCE
Previous: RELIABILITY INC, SC 13G, 2000-04-10
Next: US BANCORP DE, 424B3, 2000-04-10



<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549



                                 SCHEDULE 13G



                   Under the Securities Exchange Act of 1934

                              (Amendment No. 3 )*


                       FINANCIAL INDUSTRIES CORPORATION
                               (Name of Issuer)


                                 COMMON STOCK
                        (Title of Class of Securities)


                                   317574101
                                (CUSIP Number)


                                March 31, 2000
            (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

     [X]  Rule 13d-1(b)
     [_]  Rule 13d-1(c)
     [_]  Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

                               Page 1 of 6 pages
<PAGE>

CUSIP No. 317574101                     13G                   Page 2 of 6 Pages


1.  NAME OF REPORTING PERSONS
    I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS

         HEARTLAND ADVISORS, INC.

         #39-1078128

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                                            (a)  [_]
                                            (b)  [_]

3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION

              WISCONSIN, U.S.A.

- ---------------------------------------------------------------------
          NUMBER OF                   5.  SOLE VOTING POWER
     SHARES BENEFICIALLY
          OWNED BY                        158,700
            EACH
         REPORTING
          PERSON                      6.  SHARED VOTING POWER
           WITH                           None


                                      7.  SOLE DISPOSITIVE POWER

                                          507,000


                                      8.  SHARED DISPOSITIVE POWER
                                          None

- ---------------------------------------------------------------------

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     507,000

10.  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ______


11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

       10.0%

12.  TYPE OF REPORTING PERSON

           IA
<PAGE>

CUSIP No. 317574101                      13G                  Page 3 of 6 Pages



1.  NAME OF REPORTING PERSONS
    I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS

         WILLIAM J. NASGOVITZ.


2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                                            (a)  [_]
                                            (b)  [_]

3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION

              U.S.A.

- ------------------------------------------------------------------------
         NUMBER OF                    5.  SOLE VOTING POWER
    SHARES BENEFICIALLY
          OWNED BY                         300,000
            EACH
         REPORTING                    6.  SHARED VOTING POWER
           PERSON                          None
            WITH
                                      7.  SOLE DISPOSITIVE POWER
                                           None

                                      8.  SHARED DISPOSITIVE POWER

                                           None
- ------------------------------------------------------------------------

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     300,000

10.  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ______


11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

       5.9%

12.  TYPE OF REPORTING PERSON

           IN
<PAGE>

CUSIP NUMBER  317574101                                 Page 4 Of 6 Pages

Item 1.
    (a) Name of Issuer:    Financial Industries Corporation
        --------------


   (b) Address of Issuer's Principal Executive Offices:
       -----------------------------------------------
        701 Brazos, Suite 1400
        Austin, TX 78701

Item 2.
    (a) Name of Person Filing: (1) Heartland Advisors, Inc.
        ---------------------

                               (2)  William J. Nasgovitz


    (b) Address of Principal Business Office:
        ------------------------------------
          (1) 789 North Water Street            (2) 789 North Water Street
              Milwaukee, WI 53202                   Milwaukee, WI 53202


    (c) Citizenship: Heartland Advisors is a Wisconsin corporation.
        -----------
                     William J. Nasgovitz - U.S.A

    (d) Title of Class of Securities:  Common Stock
        ----------------------------

    (e) CUSIP Number:  317574101
        ------------

Item 3.   The persons filing this Schedule 13G are Heartland Advisors, Inc., an
investment adviser registered with the SEC, and William J. Nasgovitz, President
and principal shareholder of Heartland Advisors, Inc. Mr. Nasgovitz joins in
this filing pursuant to SEC staff positions authorizing certain individuals in
similar situations to join in a filing with a controlled entity eligible to file
on Schedule 13G. The reporting persons do not admit that they constitute a
group.

Item 4. Ownership.
        ---------

     (a) Amount beneficially owned:
     ------------------------------

     507,000 shares may be deemed beneficially owned within the meaning of Rule
     13d-3 of the Securities Exchange Act of 1934 by (1) Heartland Advisors,
     Inc. by virtue of its investment discretion and in some cases voting power
     over client securities, which may be revoked; and (2) William J. Nasgovitz,
     as a result of his position with and stock ownership of Heartland which
     could be deemed to confer upon him voting and/or investment power over the
     shares Heartland beneficially owns.  Of these 507,000 shares, 300,000
     shares also may be deemed beneficially owned within the meaning of Rule
     13d-3 of the Securities Exchange Act of 1934 by Mr. Nasgovitz as a result
     of his position as an officer and director of Heartland Group, Inc. which
     could be deemed to confer upon him voting power over the shares Heartland
     Group beneficially owns.

     (b) Percent of Class:
         ----------------
     10.0%

     (c)  For information on voting and dispositive power with respect to the
     above listed shares, see Items 5-8 of the Cover Page.
<PAGE>

Item 5. Ownership of Five Percent or Less of a Class.
        --------------------------------------------

        If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following:[_]

Item 6. Ownership of more than Five Percent on Behalf of Another
        --------------------------------------------------------
        Person.
        -------

        The shares of common stock to which this Schedule relates are held in
investment advisory accounts of Heartland Advisors, Inc.  As a result, various
persons have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the securities.  The interests
of one such account, Heartland Value Fund, a series of Heartland Group, Inc., a
registered investment company,  relates to more than 5% of the class.

Item 7. Identification and Classification of the Subsidiary Which Acquired the
        ----------------------------------------------------------------------
Security Being Reported on By the Parent Holding Company.
- --------------------------------------------------------

        Not Applicable.

Item 8. Identification and Classification of Members of the Group.
        ---------------------------------------------------------

        Not Applicable.

Item 9. Notice of Dissolution of Group.
        ------------------------------

        Not Applicable.

Item 10.  Certification.
          -------------

        By signing below, the undersigned certify that, to the best of their
knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.

                                   SIGNATURE

          After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

DATE:  April 5, 2000

                              HEARTLAND ADVISORS, INC.

                              By: PATRICK J. RETZER
                                  Patrick J. Retzer
                                  Senior Vice President


EXHIBIT INDEX

     Exhibit 1       Joint Filing Agreement
<PAGE>

EXHIBIT 1



                            Joint Filing Agreement


The undersigned persons agree and consent to the joint filing on their behalf of
this Schedule 13G in connection with their beneficial ownership of Financial
Industries Corporation at March 31, 2000.



Heartland Advisors, Inc.


/s/ PATRICK J. RETZER

By: Patrick J. Retzer


Title: Senior Vice President



William J. Nasgovitz


/s/ WILLIAM J. NASGOVITZ


  President and principal shareholder of Heartland Advisors, Inc.


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission