Filed by Financial Industries Corporation
pursuant to Rule 425 under the Securities Act of
1933 and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934.
Subject Company: Financial Industries
Corporation. Commission File No. 0-4690
FOR IMMEDIATE RELEASE
January 18, 2001
FOR MORE INFORMATION CONTACT
Robert S. Cox
512-404-5128
AUSTIN, TEXAS -- Financial Industries Corporation (FIC; NASDAQ symbol FNIN) and
InterContinental Life Corporation (ILCO; NASDAQ symbol ILCO) jointly announced
today that their respective Boards of Directors have approved a definitive
agreement whereby FIC would acquire the remaining common shares (approximately
52%) of InterContinental Life Corporation which FIC does not currently own.
Under the terms of the agreement, a newly-established subsidiary of FIC ("Merger
Sub") will be merged with and into ILCO, with ILCO continuing as the surviving
entity in the merger transaction as a wholly-owned subsidiary of FIC.
Pursuant to the merger agreement, FIC will issue 1.1 shares of its Common Stock,
$0.20 par value, for each share of ILCO Common Stock, $0.22 par value, not held
by FIC. The terms of the agreement and the exchange rate were established by a
Special Committee of the Board of Directors of each of FIC and ILCO and
recommended to their respective Boards at yesterday's meeting. The transaction
is subject to various conditions precedent set forth in the merger agreement,
including the approval of certain matters by the shareholders of FIC and ILCO.
FIC plans to file a Registration Statement on Form S-4 in connection with the
issuance of shares of its common stock in the merger and each of FIC and ILCO
expects to mail a Joint Proxy Statement/Prospectus to its shareholders
containing information about the merger. Investors are urged to read the
Registration Statement and Joint Proxy Statement/Prospectus when they are
available. The Registration Statement and Joint Proxy Statement/Prospectus will
contain important information about FIC, ILCO, the merger and related matters.
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In addition to the Registration Statement and the Joint Proxy
Statement/Prospectus, FIC and ILCO file annual, quarterly and other reports,
proxy statements and other information with the Securities and Exchange
Commission ("SEC"). Investors will be able to obtain copies of these documents
for free through the web site maintained by the SEC at http://www.sec.gov. FIC,
ILCO and their respective directors, executive officers and certain members of
management and employees may be soliciting proxies from FIC's and ILCO's
shareholders in favor of the merger and matters related to the merger that will
be set forth in the Joint Proxy Statement/Prospectus. A description of any
interests that FIC's and ILCO's directors and executive officers have in the
merger will be available in the Joint Proxy Statement/Prospectus.
This press release shall not constitute an offer of any securities for sale nor
shall there be any sale of securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
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