<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
First Commonwealth Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
319828208
(CUSIP Number)
Jill Martin
First Southern Bancorp, Inc.
P.O. Box 328, Stanford, KY. 40484 (606 365-3555)
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
[SEE INTRODUCTORY COMMENT]
(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 240.13d-1(g) check
the following box [ ]
<PAGE> 2
CUSIP No. 319828208 13D Page 2 of 26 Pages
- - ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Southern Funding, LLC
- - ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- - ------------------------------------------------------------------------------
3 SEC USE ONLY
- - ------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- - ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
- - ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
- - ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0*
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0*
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0*
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0*
- - ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0*
- - ------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [X]
- - ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
- - ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- - ------------------------------------------------------------------------------
* See response to Item 5
<PAGE> 3
CUSIP No. 319828208 13D Page 3 of 26 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Southern Bancorp, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC, BK
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,217*
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0*
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,217*
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,217*
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
- --------------------------------------------------------------------------------
* See response to Item 5
<PAGE> 4
CUSIP No. 319828208 13D Page 4 of 26 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jesse T. Correll
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY See response to Item 5
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
See response to Item 5
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
See response to Item 5
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
See response to Item 5
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
<PAGE> 5
CUSIP No. 319828208 13D Page 5 of 26 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Southern Capital Corp., LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0*
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0*
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0*
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0*
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* See response to Item 5
<PAGE> 6
CUSIP No. 319828208 13D Page 6 of 26 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Southern Investments, LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0*
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0*
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0*
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0*
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* See response to Item 5
<PAGE> 7
CUSIP No. 319828208 13D Page 7 of 26 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dyscim Holding Co., Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
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
Kentucky
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0*
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0*
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0*
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0*
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* See response to Item 5
<PAGE> 8
CUSIP No. 319828208 13D Page 8 of 26 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WCorrell, Limited Partnership
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
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
Georgia
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0*
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0*
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0*
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0*
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
* See response to Item 5
<PAGE> 9
CUSIP No. 319828208 13D Page 9 of 26 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cumberland Lake Shell, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
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
Kentucky
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0*
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0*
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0*
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0*
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* See response to Item 5
<PAGE> 10
CUSIP No. 319828208 13D Page 10 of 26 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ward F. Correll
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY See response to Item 5
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
See response to Item 5
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
See response to Item 5
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
See response to Item 5
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
<PAGE> 11
Introductory Comment:
This amendment updates information about the Reporting Persons, their
ownership of shares of United Trust Corp, Inc., United Trust Group, Inc.'s
ownership of shares of First Commonwealth Corporation, and positions held by
Reporting Persons and their plans, to reflect changes that have occurred since
the filing of Amendment 2. Jesse Correll assumed additional offices with First
Commonwealth Corporation on March 27, 2000, and First Southern Bancorp, Inc.
filed an election to become a financial holding company on April 17, 2000, as a
result of which it can acquire additional shares of United Trust Group, Inc.
ITEM 1. SECURITY AND ISSUER
Not amended.
ITEM 2. IDENTITY AND BACKGROUND
The persons reporting on this Schedule 13D are Jesse T. Correll, First
Southern Bancorp, Inc., First Southern Funding, LLC, First Southern Capital
Corp., LLC, First Southern Investments, LLC, Ward F. Correll, WCorrell, Limited
Partnership, Cumberland Lake Shell, Inc. and Dyscim Holding Co., Inc.
(individually, each is referred to as a Reporting Person and collectively, the
Reporting Persons). The name, citizenship or state of organization, principal
employment or business, and the address of the principal office of each
Reporting Person, are set forth below:
(a) The name of this Reporting Person is Jesse T. Correll
("Mr. Correll").
(b) The business address of Mr. Correll is P.O. Box 328,
99 Lancaster Street, Stanford, Kentucky 40484.
(c) Mr. Correll's present principal occupation or employment and
the name, principal business and address of any corporation or
other organization in which such employment is carried on are:
President and Director of First Southern Bancorp, Inc. (bank
holding company), P.O. Box 328, 99 Lancaster Street, Stanford,
Kentucky 40484.
(d) During the last five years, Mr. Correll has not been convicted
of a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, Mr. Correll was not a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which Mr. Correll 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.
(f) Mr. Correll is a citizen of the United States.
FIRST SOUTHERN BANCORP, INC. (FSBI) (a Kentucky corporation)
(a) The name of this Reporting Person is First Southern Bancorp,
Inc.
<PAGE> 12
(b) The state of organization of FSBI is Kentucky.
(c) The principal business of FSBI is a bank holding company. The
address of the principal office of FSBI is P.O. Box 328, 99
Lancaster Street, Stanford, Kentucky 40484.
(d) During the last five years, FSBI has not been convicted of a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, FSBI was not a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which FSBI 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.
A list of the directors, executive officers and controlling persons of FSBI,
including information about their principal business address and principal
occupation, is filed in Exhibit F and incorporated herein by reference.
All of the directors, executive officers and controlling
persons of FSBI are citizens of the United States and during the last five
years, none of these directors or executive officers or controlling shareholders
(i) has been convicted of a criminal proceeding (excluding traffic violations or
similar misdemeanors) nor (ii) 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.
FIRST SOUTHERN FUNDING, LLC (FSF) (a Kentucky limited liability company)
(a) The name of this Reporting Person is First Southern Funding,
LLC. First Southern Funding, LLC is the successor by merger to
First Southern Funding, Inc. Effective as of December 31,
1998, First Southern Funding, Inc. merged into First Southern
Funding, LLC, with First Southern Funding, LLC as the
surviving entity in the merger.
(b) The state of organization of FSF is Kentucky.
(c) The principal business of FSF is investments. The address of
the principal office of FSF is P.O. Box 328, 99 Lancaster
Street, Stanford, Kentucky 40484.
(d) During the last five years, FSF has not been convicted of a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, FSF was not a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which FSI 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.
A list of the managers, executive officers and controlling persons of
FSF, including information about their principal business addresses and
principal occupations, is filed in Exhibit F and incorporated herein by
reference.
Each of the managers, executive officers and controlling
persons of FSF is a citizen of the United States and during the last five years,
such individual (i) has not been convicted of a criminal
<PAGE> 13
proceeding (excluding traffic violations or similar misdemeanors) nor (ii) 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.
FIRST SOUTHERN CAPITAL CORP., LLC (FSC) (a Kentucky limited liability company)
(a) The name of this Reporting Person is First Southern Capital
Corp., LLC.
(b) The state of organization of FSC is Kentucky.
(c) The principal business of FSC is an investment company. The
address of the principal office of FSC is P.O. Box 328, 99
Lancaster Street, Stanford, Kentucky 40484.
(d) During the last five years, FSC has not been convicted of a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, FSC was not a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which FSBI 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.
Managers and Controlling Persons of FSC:
A list of the managers of FSC, including information about their
principal business address and principal occupation, is filed in Exhibit F and
incorporated herein by reference.
The managers of FSC are citizens of the United States and
during the last five years, none of them (i) has been convicted of a criminal
proceeding (excluding traffic violations or similar misdemeanors) nor (ii) 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.
FIRST SOUTHERN INVESTMENTS, LLC (FSI) (a Kentucky limited liability company)
(a) The name of this Reporting Person is First Southern
Investments, LLC.
(b) The state of organization of FSI is Kentucky.
(c) The principal business of FSI is an investment company. The
address of the principal office of FSI is P.O. Box 328, 99
Lancaster Street, Stanford, Kentucky 40484.
(d) During the last five years, FSI has not been convicted of a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, FSI was not a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which FSBI 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.
<PAGE> 14
Executive Officer of FSI:
Name and Offices Present Principal Occupation or
HELD WITH FSI BUSINESS ADDRESS EMPLOYMENT
Randall L. Attkisson P.O. Box 328 Vice President, Treasurer
President 99 Lancaster Street and Director of First
Stanford, KY 40484 Southern Bancorp, Inc.
(Bank holding company)
A list of the members of FSI is filed as Exhibit F to this Report and
is incorporated herein by reference.
Mr. Attkisson and the members of FSI identified on Exhibit F are
citizens of the United States and during the last five years, none of them (i)
has been convicted of a criminal proceeding (excluding traffic violations or
similar misdemeanors) nor (ii) 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.
WARD F. CORRELL
(a) The name of this Reporting Person is Ward F. Correll.
(b) The business address of Ward F. Correll is P.O. Box 430,
150 Railroad Drive, Somerset, KY 42502.
(c) Ward F. Correll's present principal occupation or employment
and the name, principal business and address of any
corporation or other organization in which such employment is
carried on are:
Controlling shareholder, Cumberland Lake Shell, Inc. (gasoline
wholesaler), P.O. Box 430, 150 Railroad Drive, Somerset, KY 42502.
(d) During the last five years, Ward F. Correll has not been
convicted of a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Ward F. Correll was not a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which Ward F. Correll
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.
(f) Ward F. Correll is a citizen of the United States.
WCORRELL, LIMITED PARTNERSHIP (a Georgia limited partnership)
(a) The name of this Reporting Person is WCorrell Limited
Partnership.
(b) The state of its organization is Kentucky.
<PAGE> 15
(c) WCorrell, Limited Partnership's principal business is
investments, and its principal office address is P.O. Box 430,
150 Railroad Drive, Somerset, KY 42502.
(d) During the last five years, WCorrell, Limited Partnership has
not been convicted of a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, WCorrell, Limited Partnership was
not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which CLS 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.
A list of the general partners of WCorrell, Limited Partnership, including
information about their principal business address and principal occupation, is
filed in Exhibit F and incorporated herein by reference.
All of the general partners of WCorrell, Limited Partnership
are citizens of the United States and during the last five years, none of these
general partners (i) has been convicted of a criminal proceeding (excluding
traffic violations or similar misdemeanors) nor (ii) 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.
CUMBERLAND LAKE SHELL, INC. (CLS) (a Kentucky corporation)
(a) The name of this Reporting Person is Cumberland Lake Shell,
Inc.
(b) The state of organization of CLS is Kentucky.
(c) The principal business of CLS is a gasoline wholesaler. The
address of the principal office of CLS is P.O. Box 430, 150
Railroad Drive, Somerset, KY 42502.
(d) During the last five years, CLS has not been convicted of a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, CLS was not a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which CLS 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.
A list of the directors, executive officers and controlling persons of CLS,
including information about their principal business address and principal
occupation, is filed in Exhibit F and incorporated herein by reference.
All of the directors, executive officers and controlling
persons of CLS are citizens of the United States and during the last five years,
none of these directors or executive officers or controlling shareholders (i)
has been convicted of a criminal proceeding (excluding traffic violations or
similar misdemeanors) nor (ii) 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.
DYSCIM HOLDING CO., INC. (a Kentucky corporation)
<PAGE> 16
(a) The name of this Reporting Person is Dyscim Holding Co., Inc.
(b) The state of organization of Dyscim Holding Co., Inc. is
Kentucky.
(c) The principal business of Dyscim Holding Co., Inc. is
investment activity and the address of its principal office is
P.O. Box 328, 99 Lancaster Street, Stanford, KY 40484.
(d) During the last five years, Dyscim Holding Co., Inc. has not
been convicted of a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Dyscim Holding Co., Inc. was not a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which Dyscim
Holding Co., Inc. 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.
A list of the directors, executive officers and controlling persons of Dyscim
Holding Co., Inc., including information about their principal business address
and principal occupation, is filed in Exhibit F and incorporated herein by
reference.
All of the directors, executive officers and controlling
persons of Dyscim Holding Co., Inc. are citizens of the United States and during
the last five years, none of these directors or executive officers or
controlling shareholders (i) has been convicted of a criminal proceeding
(excluding traffic violations or similar misdemeanors) nor (ii) 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not amended.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of shares of Common Stock is for
investment purposes.
As of May 4, 2000, the Reporting Persons beneficially own in excess of
50% of the outstanding shares of United Trust Group, Inc. (formerly, United
Trust, Inc.) ("UTI"), and presently intend to acquire additional securities of
UTI. UTI currently owns more than 80% of the outstanding Common Stock, and from
time to time may purchase additional shares of Common Stock.
In addition, one or more of the Reporting Persons may from time to time
purchase shares of Common Stock in the open market or in privately negotiated
transactions depending upon, among other things, market conditions, the market
value of the Common Stock and the availability of shares for sale, the Reporting
Person's liquidity and availability of funds or other similar factors.
The Acquisition Agreement pursuant to which the Reporting Persons
purchased shares of UTI common stock from UTI on November 20, 1998, contains
continuing covenants by UTI and FSF following the closing, including the
following:
<PAGE> 17
1. BOARD OF DIRECTORS. UTI has agreed to cause three persons designated
by FSF to be appointed to the Board of Directors of UTI effective as of the
closing date of the Acquisition Agreement (November 20, 1998). For each of the
three annual elections of the UTI Board of Directors following the closing, UTI
will cause three persons designated by FSF to be included in the management
slate of directors recommended to the UTI shareholders for election to Board
membership. UTI will not and will cause the UTI Board of Directors not to take
any action that would increase the size of the Board of Directors for such three
year period. In addition to the three persons designated, Ward Correll is a
director of UTI.
2. NO ADDITIONAL SHARES. For a period of three years following the
closing of the Acquisition Agreement, UTI will not and will not permit any UTI
affiliate to issue additional shares of capital stock or to issue or agree to
issue any option, warrant or other instrument convertible into shares of capital
stock without prior written consent of FSF.
3. PENDING MERGER. FSF and UTI agreed to proceed with the merger of UTI
and United Income, Inc., which merger became effective July 26, 1999.
Three persons recommended by the Reporting Persons, including Jesse
Correll, have been appointed directors of FCC and a fourth person, Ward Correll,
is nominated to become a director, in addition to their appointment as directors
of UTI. Jesse Correll also serves as chief investment officer for the life
insurance subsidiaries of UTI, including FCC, and was also named Chairman and
Chief Executive Officer of FCC, UTI, and three life insurance subsidiaries of
UTI effective March 27, 2000, replacing Larry Ryherd as Chairman and CEO of
these companies. As a result, they have a role in the management of UTI and FCC
and have the ability to influence FCC and its strategic plans, and may recommend
and implement changes in the management and/or the board of directors of FCC and
its affiliates as they consider appropriate.
Except as described above, the Reporting Persons do not presently have
any plans or proposals which relate to or would result in (i) the acquisition by
any person of additional securities of FCC, or the disposition of securities of
FCC, (ii) an extraordinary corporate transaction involving FCC or its
subsidiaries, (iii) the sale or transfer of a material amount of assets of FCC
or its subsidiaries, (iv) a change in the present board of directors or
management of FCC, (v) a material change in the present capitalization or
dividend policy of FCC, (vi) any other material change in FCC's business or
corporate structure, (vii) a change in FCC's charter or bylaws or other actions
which may impede the acquisition of control of FCC by any person, (viii) a class
of securities of FCC being delisted from a national securities exchange or cease
being authorized to be quoted in an inter-dealer quotation system of a
registered national securities association, (ix) a class of equity securities of
FCC becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Act, or (x) any action similar to those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a-b) The beneficial ownership of shares of the Common Stock by each Reporting
Person is as follows. Except where otherwise noted, each Reporting Person has
sole voting and dispositive power over the shares shown as beneficially owned by
it:
Reporting Persons:
First Southern Bancorp, Inc. 1,217 shares 2.2%
First Southern Funding, LLC
<PAGE> 18
First Southern Capital Corp., LLC
First Southern Investments, LLC
Jesse T. Correll
Ward F. Correll
Dyscim Holding Co., Inc.
Wcorrell, Limited Partnership
Cumberland Lake Shell, Inc.
Total<F1> 1,217 shares 2.2%
Others:
United Trust Group, Inc. 43,882 shares<F2> 80.5%
<F1> Mr. Correll, FSBI, FSF, FSI and FSC have agreed in principle to act
together for the purpose of acquiring or holding equity securities of UTI. In
addition, because of their relationships with these Reporting Persons, Ward F.
Correll, Cumberland Lake Shell, Inc., Dyscim Holding Company, Inc. and WCorrell,
Limited Partnership may also be deemed to be members of this group. Therefore,
for purposes of this Schedule 13D, each may be deemed to have acquired
beneficial ownership of the equity securities of UTI beneficially owned by each
of the other Reporting Persons. In addition, by virtue of his ownership of
voting securities of FSF, FSBI, and Dyscim Holding Co., Inc., Mr. Correll may be
deemed to beneficially own the total number of shares of Common Stock owned by
them, and may be deemed to share with them the right to vote and to dispose of
such shares. Mr. Correll owns approximately 82% of the outstanding membership
interests of FSF; he owns directly approximately 23% and companies he controls
own approximately 36% of the outstanding voting stock of FSBI; and he owns 100%
of the outstanding stock of Dyscim Holding Co., Inc. In addition, he is a
manager of First Southern Capital Corp., LLC and First Southern Funding, LLC,
and a managing general partner of WCorrell, Limited Partnership.
<F2> The Reporting Persons beneficially own, in the aggregate, in excess of
50% of the shares of United Trust Group, Inc. as of May 4, 2000. Beneficial
ownership of these shares of Common Stock by the Reporting Persons is disclaimed
at this time. If these shares were combined with shares owned by the Reporting
Persons, they would aggregate 45,099 shares.
(c) The Reporting Persons have effected no transactions in the Common
Stock of the Issuer since the most recent filing of an amendment to this 13D.
The following transactions in the Common Stock of the Issuer were
effected in private transactions by UTI since the most recent filing of an
amendment to this Schedule 13D:
DATE OF TRANSACTION SHARES ACQUIRED PRICE PER SHARE
01/06/00 3 100.00
01/12/00 1 100.00
01/26/00 1 100.00
01/26/00 1 100.00
01/27/00 3 100.00
02/21/00 3 100.00
02/21/00 1 100.00
<PAGE> 19
DATE OF TRANSACTION SHARES ACQUIRED PRICE PER SHARE
02/23/00 9 100.00
03/07/00 2 100.00
03/14/00 2 100.00
03/17/00 2 100.00
03/20/00 1 100.00
03/22/00 1 100.00
04/03/00 2 100.00
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Not amended.
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
The following exhibits are filed with or incorporated by reference in
this Schedule 13D:
Exhibit A- Acquisition Agreement between FSF and UTI dated April 30, 1998, as
amended May 29, 1998, including the following exhibits thereto: (i)
Stock Purchase Agreement between FSF and Larry E. Ryherd dated April
30, 1998; (ii) Convertible Note Purchase Agreement between FSF and
James E. Melville, George E. Francis, Brad M. Wilson, Joseph H.
Metzger, Theodore C. Miller, Michael K. Borden and Patricia G.
Fowler dated April 30, 1998; and (iii) Option Agreement between FSF
and UTI dated April 30, 1998 (incorporated by reference to Exhibit A
to the Schedule 13D filed by the Reporting Persons dated June 17,
1998, relating to the common stock of United Trust, Inc. (Commission
No. 0-16867))
Exhibit B- Agreement among Reporting Persons for the filing of a single
Schedule 13D pursuant to Rule 13d-l(f)(l)
Exhibit C- Business Loan Agreement relating to the borrowing of funds by FSF
(incorporated by reference to Exhibit C to the Schedule 13D filed by
the Reporting Persons dated December 7, 1999, relating to the common
stock of United Trust, Inc. (Commission No. 0-16867))
Exhibit D- Business loan agreement and promissory note relating to the
borrowing of funds by FSBI (incorporated by reference to Exhibit D
to the Schedule 13D filed by the Reporting Persons dated December 7,
1999, relating to the common stock of United Trust, Inc. (Commission
No. 0-16867))
Exhibit E- Promissory note relating to the borrowing of funds by FSF and FSBI
(incorporated by reference to Exhibit H to the Schedule 13D filed by
the Reporting Persons dated December 7, 1999, relating to the common
stock of United Trust, Inc. (Commission No. 0-16867))
Exhibit F- Directors, officers, members, general partners and controlling
persons of Reporting Persons
<PAGE> 20
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.
May 4, 2000 By: /S/ JESSE CORRELL
Jesse T. Correll
Attorney-in-Fact on behalf of each of the
Reporting Persons*
* Pursuant to the Agreement among Reporting Persons dated January 7, 2000, for
the filing of a single Schedule 13D pursuant to Rule 13d-1-(f)(1), each
Reporting Person has authorized Jesse T. Correll to sign on behalf of such
Reporting Person any Schedule 13D or amendments thereto that are required to be
filed on behalf of the Reporting Persons to this Schedule 13D.
<PAGE> 21
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
A* Acquisition Agreement between FSF and UTI dated April 30, 1998, as
amended May 29, 1998, including the following exhibits thereto: Stock
Purchase Agreement between FSF and Larry E. Ryherd dated April 30,
1998; Convertible Note Purchase Agreement between FSF and James E.
Melville, George E. Francis, Brad M. Wilson, Joseph H. Metzger,
Theodore C. Miller, Michael K. Borden and Patricia G. Fowler dated
April 30, 1998; and Option Agreement between FSF and UTI dated April
30, 1998
B* Agreement among Reporting Persons for the filing of a single Schedule
13D pursuant to Rule 13d-l(f)(l)
C** Business Loan Agreement relating to the borrowing of funds by FSF
D** Business loan agreement and promissory note relating to the borrowing
of funds by FSBI
E** Promissory note relating to the borrowing of funds by FSF and FSBI
F Directors, officers, members, general partners and controlling
persons of Reporting Persons
* Incorporated by reference to the Schedule 13D, dated June 17, 1998, filed by
the Reporting Persons relating to the common stock of United Trust, Inc.
(Commission No. 0-16867)
**Incorporated by reference to the Schedule 13D, dated December 7, 1999, filed
by the Reporting Persons relating to the common stock of United Trust, Inc.
(Commission No. 0-16867)
<PAGE> 22
Exhibit F
Directors, Executive Officers and Controlling Persons of FSBI:
Jesse T. Correll Randall L. Attkisson
Jill M. Martin Ward F. Correll
David S. Downey Douglas P. Ditto
John R. Ball Joseph E. Hafley
James P. Rousey
Managers, Executive Officers and Controlling Person of FSF:
Jesse T. Correll Randall L. Attkisson
Jill M. Martin Christopher Coldiron
Ward F. Correll David S. Downey
Douglas P. Ditto John R. Ball
James P. Rousey
<F1> Mr. Correll also owns approximately 82% of the outstanding
membership interests of FSF.
Managers and Controlling Persons of FSC:
Jesse T. Correll
Randall L Attkisson
Members of First Southern Investments, L.L.C.
John Ball Kathy Ball
William R. Clark McKinley Dailey
Kim Dailey Tommy J. Davis
Joseph E. Hafley J. Paul Long, Jr.
Jill Martin G. Louis Mason II
James P. Rousey John R. Swaim
Becky Taylor Becky Taylor Custodian for Matt Taylor
Everett H. Taylor Michael Taylor
Margaret Taylor Robert M. Turok
Dennis Vaught Barbara Young
<PAGE> 23
Directors, Executive Officers and Controlling Persons of Cumberland Lake Shell,
Inc.:
Ward F. Correll, Director and controlling shareholder
Leah D. Taylor, President and Director
Bridget Henry, Vice President and Director
Melinda Stogsdill, Secretary and Director
Directors, Executive Officers and Controlling Persons of Dyscim Holding Co.,
Inc.:
Jesse T. Correll, President, Director and controlling shareholder
Allen Denney, Secretary and Director
General Partners of WCorrell, Limited Partnership:
Jesse T. Correll, managing general partner
Ward F. Correll, general partner
All of the individuals identified above in this Exhibit are citizens of
the United States and during the last five years, none of them (i) has been
convicted of a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor (ii) 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.
The following table shows the business address and principal occupation
of the individuals identified above in this Exhibit:
Randall L. Attkisson P. O. Box 328 Vice President, Treasurer
99 Lancaster Street and Director of First
Standford, KY 40484 Southern Bancorp, Inc.
(Bank holding company)
John Ball P. O. Box 628 Regional CEO & Director,
27 Public Square First Southern National Bank
Lancaster, KY 40444 (Bank)
Kathy Ball 3050 Rio Dosa Drive Registered Nurse, Bryantsville
Lexington, KY 40509 Clinic (Health Care Facility)
William R. Clark P. O. Box 628 Senior Vice President, First
27 Public Square Southern National Bank
Lancaster, KY 40444 (Bank)
<PAGE> 24
Christopher Coldiron P. O. Box 328 Loan Officer and Vice President
99 Lancaster Street of First Southern National Bank
Stanford, KY 40484 (Bank)
Jesse T. Correll P.O. Box 328 President and Director
99 Lancaster Street of First Southern Bancorp, Inc.
Stanford, KY 40484 (Bank holding company)
Ward F. Correll P.O. Box 430 Controlling Shareholder,
150 Railroad Drive Cumberland Lake Shell, Inc.
Somerset, KY 42502 (Gasoline wholesaler)
McKinley Dailey P. O. Box 628 Loan Officer, First Southern
27 Public Square National Bank (Bank)
Lancaster, KY 40444
Kim Dailey 937 Moberly Road Teacher, Mercer County High
Harrodsburg, KY 40330 School (Public School)
Tommy J. Davis P. O. Box 295 Community CEO, First Southern
102 West Main Street National Bank (Bank)
Stanford, KY 40484
Allen Denney 345 North Highway 27 President, Adamas Diamond
Suite 4-A Corporation (diamond jewelry
Somerset, KY 42501 manufacturer)
Douglas P Ditto P.O. Box 295 Senior Vice President
102 West Main Street of First Southern
Stanford, KY 40484 National Bank (Bank)
Joseph E. Hafley P. O. Box 328 Chief Lending Officer, First
99 Lancaster Street Southern Bancorp, Inc. (Bank
Stanford, KY 40484 Holding Company)
Bridget Henry P.O. Box 430 Vice President, Director,
150 Railroad Drive Cumberland Lake Shell, Inc.
Somerset, KY 42502 (gasoline wholesaler)
J. Paul Long, Jr. P. O. Box 295 Loan Officer, First Southern
102 West Main Street National Bank (Bank)
Stanford, KY 40484
<PAGE> 25
Jill Martin P. O. Box 328 Secretary, First Southern
99 Lancaster Street Bancorp, Inc. (Bank Holding
Stanford, KY 40484 Company)
G. Louis Mason II P. O. Box 328 Technology Manager, First
99 Lancaster Street Southern Bancorp, Inc. (Bank
Stanford, KY 40484 Holding Company)
James P. Rousey P. O. Box 430 Regional CEO & Director, First
204 Fairfield Drive Southern National Bank
Nicholasville, KY 40356 (Bank)
Melinda Stogsdill P.O. Box 430 Secretary, Director, Cumberland
150 Railroad Drive Lake Shell, Inc. (gasoline
Somerset, KY 42502 wholesaler)
John R. Swaim P. O. Box 430 City CEO, First Southern
204 Fairfield Drive National Bank (Bank)
Nicholasville, KY 40356
Becky Taylor 3060 Harrodsburg Road Vice President, First Southern
Lexington, KY 40503 National Bank (Bank)
Becky Taylor Custodian
for Matt 3060 Harrodsburg Road Vice President, First Southern
Taylor Lexington, KY40503 National Bank (Bank)
Everett H. Taylor 1490 New Circle Road,N.E. Asst. Volvo Service Manager,
Lexington, KY 40509 Quantrell Cadillac (Car
Dealership)
Leah D. Taylor P.O. Box 430 President, Director, Cumberland
150 Railroad Drive Lake Shell, Inc. (gasoline
Somerset, KY 42502 wholesaler)
Michael Taylor P. O. Box 328 Loan Officer, First Southern.
99 Lancaster Street National Bank (Bank)
Stanford, KY 40484
Margaret Taylor 80 Lakeview Road Homemaker
Stanford, KY 40484
Robert M. Turok 3060 Harrodsburg Road Executive Vice President, First
Lexington, KY 40503 Southern National Bank (Bank)
<PAGE> 26
Dennis Vaught P. O. Box 725 Senior Vice President,
894 Richmond Plaza First Southern National Bank
Richmond, KY 40475 (Bank)
Barbara Young P. O. Box 295 Executive Vice President, First
102 West Main Street Southern National Bank (Bank)
Stanford, KY 40484
