SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. )
FINANCIAL INDUSTRIES CORPORATION
(Name of Issuer)
Common Stock, par value $.20
(Title of Class of Securities)
317574 101
(CUSIP Number)
Roy F. Mitte
701 Brazos Street, Austin, Texas 78701
512-404-5080
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 15, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13-1(g), check
the following box. [ ]
Page 1 of 9
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CUSIP No. 317574 101 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Roy F. and Joann Cole Mitte Foundation
EIN 74-2766058
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS: OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: State of Texas
NUMBER OF 7. SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER: 1,552,206
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER: 1,552,206
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,552,206
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
30.71 %
14. TYPE OF REPORTING PERSON: 00
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CUSIP No. 317574 101 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roy F. Mitte
11. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
1. [ ]
2. [ ]
12. SEC USE ONLY
13. SOURCE OF FUNDS: OO
14. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e): [ ]
15. CITIZENSHIP OR PLACE OF ORGANIZATION: State of Texas
NUMBER OF 7. SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER: 1,552,206
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER: 1,552,206
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,552,206
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
30.71 %
14. TYPE OF REPORTING PERSON: 00
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CUSIP No. 317574 101 13D
11. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joann Cole Mitte
12. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ ]
13. SEC USE ONLY
14. SOURCE OF FUNDS: OO
15. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e): [ ]
16. CITIZENSHIP OR PLACE OF ORGANIZATION: State of Texas
NUMBER OF 7. SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER: 1,552,206
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER: 1,552,206
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,552,206
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
30.71 %
14. TYPE OF REPORTING PERSON: 00
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Item 1. Security and Issuer.
This Statement relates to the Common Stock, par value $.20
(the "Common Stock") of Financial Industries Corporation, a
Texas Company (the "Company"). The principal executive
office of the Company is located at 701 Brazos Street,
Austin, Texas 78701.
Item 2. Identity and Background.
1. This Statement is filed on behalf of The Roy F. and Joann
Cole Mitte Foundation, a non-profit corporation/membership
organization (the "Foundation"), and its two members, Roy F.
Mitte ("Roy Mitte") and Joann Cole Mitte ("Joann Mitte" and
together with Roy Mitte, the "Mittes"), both individuals.
The Internal Revenue Service has determined that the
Foundation is exempt from federal income tax under section
501(a) of the Internal Revenue Code (the "Code") as an
organization described in section 501(c)(3) of the Code.
2. The address of the Foundation and the Mittes is 701 Brazos
Street, Austin, Texas 78701.
3. The Foundation's principal business is the granting of
educational scholarship funds to qualifying students. The
principal occupation of Roy Mitte is Chairman, President and
Chief Executive Officer of the Company; Chairman, President
and Chief Executive Officer of InterContinental Life
Corporation ("ILCO"); and Chairman, President and Chief
Executive Officer of various subsidiary companies of the
Company and ILCO. The principal occupation of Joann Mitte is
Member and Director of the Foundation. All of the
Foundation's directors and executive officers are U.S.
citizens. The names, business addresses and principal
occupations of the directors of the Foundation (other than
Roy Mitte and Joann Mitte) are listed on Exhibit A, hereto.
4. During the last five years, neither the Foundation, nor any
officer or director of the Foundation, has been convicted in
a criminal proceeding (excluding traffic violations or
similar misdemeanors).
5. During the last five years, neither the Foundation, nor any
executive officer or director of the Foundation, has been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
6. The Foundation is organized under the laws of the State of
Texas.
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Item 3. Source and Amount of Funds or Other Consideration.
On June 15, 2000, Roy F. Mitte and Joann Cole Mitte, his
wife, contributed 1,552,206 shares (the "Shares") of
Common Stock to the Foundation.
Item 4. Purpose of Transaction.
The Foundation has no present plans that relate to or would
result in transactions of the type described under
items (a) to (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, based on the Company's most
recent filing on Form 10-Q, the Foundation owns of
record and beneficially 1,552,206 shares of the issued
and outstanding Common Stock, or 30.71%. Each of the
Mittes may be deemed to beneficially own 1,552,206
shares, or 30.71%, of the Common Stock.
(b) The Board of Directors of the Foundation collectively
has the power to vote and cause the officers of the
Foundation to dispose of the Shares. As sole members of
the Foundation, the Mittes have the power to appoint
and remove the directors of the Foundation.
Accordingly, the Mittes and the Foundation may be
deemed to have shared power to vote and dispose of the
Shares.
To the best knowledge of the Foundation and the Mittes,
the following individuals named in Item 2, above, own
shares of the Common Stock:
Name Number of Share
John D. Barnett 2,000
Joseph F. Crowe 1,500
Jerome H. Supple 200
(c) Except for the donation of Common Stock to the
Foundation described in Item 3, above, there were no
transactions in the Common Stock of the Issuer by the
Foundation during the past 60 days.
(d) No other person is known to have the right to receive
or the power to direct the receipt of dividends from,
or the proceeds of the sale of, the Common Stock
(e) Not Applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
SIGNATURES
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.
Dated: June 26, 2000
The Roy F. and Joann Cole Mitte Foundation
By:
Roy F. Mitte, President, Director and Member
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.
Dated: June 26, 2000
Roy F. Mitte
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.
Dated: June 26, 2000
Joann Cole Mitte
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Exhibit A
Directors of The Roy F. and Joann Cole Mitte Foundation
The following information is provided as to each director of the Foundation:
(A) Name; (B) business address; and (C) principal occupation:
(A) John D. Barnett
(B) 1614 San Pedro Ave., Suite 150, San Antonio, TX 78232
(C) Vice President, Investment Professionals, Inc.
(A) Robert A. Bender
(B) 701 Brazos Street, Austin, Texas 78701
(C) Director of the Foundation; Director, InterContinental Life
Corporation; Vice President, Investors Life Insurance Company of
North America ( a subsidiary of InterContinental Life Corporation).
(A) Joseph F. Crowe
(B) 706 Golf Crest Lane, Austin, TX 78734
(C) Director of the Foundation; Director, Financial Industries Corporation.
(A) Aydi Doyal
(B) 701 Brazos Street, Austin, TX 78701
(C) Director of the Foundation; Officer of the Foundation; Assistant to the
Chairman of the Company.
(A) W. Lewis Gilcrease
(B) 119 West San Antonio, San Marcos, TX 78666
(C) Dentist; Director of the Foundation; Director, InterContinental Life
Corporation.
(A) M. Scott Mitte
(B) 701 Brazos Street, Austin, TX 78701
(C) Director of the Foundation.
(A) Eugene E. Payne
(B) 701 Brazos Street, Austin, Texas 78701
(C) Director of the Foundation; Director, Vice President and Secretary of
InterContinental Life Corporation; Vice President and Secretary of
Financial Industries Corporation.
(A) Walter L. Reed, Jr.
(B) 701 Brazos Street, Austin, TX 78701
(C) Director of the Foundation; Senior Vice President of various insurance
subsidiaries of Financial Industries Corporation and InterContinental
Life Corporation.
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(A) Jerome H. Supple
(B) 1020 J.C. Kellam - 601 University Drive, San Marcos, TX 78666
(C) Director of the Foundation; President and Professor of Chemistry,
Southwest Texas State University.
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