KENTUCKY INVESTORS INC
SC 13G/A, 1996-01-19
COMMERCIAL PRINTING
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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549



SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 4 )

KENTUCKY INVESTORS, INC.
(Name of Insurer)

COMMON STOCK
(Title of Class of Securities)

491332 10 2
(CUSIP Number)

Check the following if a fee is being paid with this statement ___.  (A fee is
not required only if the filing person:  (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

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).











1)   Name of Reporting Person: 
     Investors Heritage Life Insurance Company

     SS or IRS Identification No.:  61-0574893

2)   Check the Appropriate Box if a Member of a Group (See Instructions)
     a)____X______
     b)___________

3)   SEC USE ONLY 




4)   Citizenship or Place of Organization:  Kentucky 


Number of Shares    5)  Sole Voting Power 
Beneficially Owned
By Each Reporting
Person With         6)  Shared Voting Power 


                    7)  Sole Dispositive Power:   254,687 


                    8)  Shared Dispositive Power:   94,185 



9)   Aggregate Amount Beneficially Owned by Each Reporting Person
     (See Instructions):
                        348,872                      

10)  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)

11)  Percent of Class Represented by Amount in Row (9):   43.01%

12)  Type of Reporting Person (See Instructions):   IC 


Item 1.

     (a)  Name of Issuer:   Kentucky Investors, Inc. 


     (b)  Address of Issuer's Principal Executive Offices: 
          200 Capital Avenue, Frankfort, Kentucky 40601

Item 2.

     (a)  Name of Person Filing: Investors Heritage Life Ins. Co.  
     (b)  Address of Principal Business Office or, if none, Residence: 
          200 Capital Avenue, Frankfort, Kentucky 40601

     (c)  Citizenship:   Kentucky 

     (d)  Title of Class of Securities:  Common Stock $1 Par Value 

     (e)  CUSIP Number:   491332 10 2 

Item 3.   If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
          check whether the person filing is a:

     (a)_____  Broker or Dealer registered under Section 15 of the Act
     (b)_____  Bank as defined in section 3(a)(6) of the Act
     (c)__X__  Insurance Company as defined in section 3(a)(19) of the act
     (d)_____  Investment Company registered under section 8 of the Investment
               Company Act
     (e)_____  Investment Adviser registered under section 203 of the Investment
               Advisers Act of 1940
     (f)_____  Employee Benefit Plan, Pension Fund which is subject to the 
               provisions of the Employee Retirement Income Security Act of 1974
               or Endowment fund; see section 240.13d-1(b)(ii)(F)
     (g)_____  Parent Holding Company, in accordance with section 240.13d-
               1(b)(ii)(G) (Note:  See Item 7)
     (h)_____  Group, in accordance with section 240.13d-1(b)(l)(ii)(H)

Item 4.  Ownership

     (a)  Amount Beneficially Owned:   348,872 

     (b)  Percent of Class:   43.01% 

     (c)  Number of Shares as to Which Such Person Has

          (i)   sole power to vote or to direct the vote:   N/A 

          (ii)  shared power to vote or to direct the vote:  N/A 

          (iii) sole power to dispose or to direct the disposition of:   
                254,687

          (iv)  shared power to dispose or to direct the disposition of:   
                94,185

Item 5.   Ownership of Five Percent or Less of a Class:   N/A



Item 6.   Ownership of More than Five Percent on Behalf of Another Person:   N/A



Item 7.   Identification and Classification of the Subsidiary Which Acquired the
          Security Being Reported on By the Parent Holding Company:   N/A


Item 8.   Identification and Classification of members of the Group

          (See Exhibit A attached hereto.)                

Item 9.   Notice of Dissolution of Group:   N/A



Item 10.  Certification:     

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

/s/                                        January 19, 1996
BY:  Harry Lee Waterfield II
Chairman of the Board & President
Investors Heritage Life Insurance Company



1)   Name of Reporting Person:  Investors Underwriters, Inc.   
 
     SS or IRS Identification No.:  61-6030786 

2)   Check the Appropriate Box if a Member of a Group (See Instructions)
     a)____X______
     b)___________

3)   SEC USE ONLY 


4)   Citizenship or Place of Organization:  Kentucky 


Number of Shares    5)  Sole Voting Power 
Beneficially Owned
By Each Reporting
Person With         6)  Shared Voting Power 


                    7)  Sole Dispositive Power:  94,185 


                    8)  Shared Dispositive Power 



9)   Aggregate Amount Beneficially Owned by Each Reporting Person
     (See Instructions):  94,185


10)  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)

11)  Percent of Class Represented by Amount in Row (9):  11.61% 

12)  Type of Reporting Person (See Instructions):  CO 

  

Item 1.

     (a)  Name of Issuer:  Kentucky Investors, Inc. 


     (b)  Address of Issuer's Principal Executive Offices 
          200 Capital Avenue, Frankfort, Kentucky  40601

Item 2.

     (a)  Name of Person Filing:  Investors Underwriters, Inc. 

     (b)  Address of Principal Business Office or, if none, Residence:  200
          Capital Avenue, Frankfort, KY 40601
    
     (c)  Citizenship:  Kentucky 

     (d)  Title of Class of Securities:  Common stock $1 par value 

     (e)  CUSIP Number:  491332 10 2 

Item 3.   If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
          check whether the person filing is a:  N/A

     (a)_____  Broker or Dealer registered under Section 15 of the Act
     (b)_____  Bank as defined in section 3(a)(6) of the Act
     (c)_____  Insurance Company as defined in section 3(a)(19) of the act
     (d)_____  Investment Company registered under section 8 of the Investment 
               Company Act
     (e)_____  Investment Adviser registered under section 203 of the Investment
               Advisers Act of 1940
     (f)_____  Employee Benefit Plan, Pension Fund which is subject to the 
               provisions of the Employee Retirement Income Security Act of 1974
               or Endowment fund; see section 240.13d-1(b)(ii)(F)
     (g)_____  Parent Holding Company, in accordance with section 240.13d-
               1(b)(ii)(G) (Note:  See Item 7)
     (h)_____  Group, in accordance with section 240.13d-1(b)(l)(ii)(H)

Item 4.  Ownership

     (a)  Amount Beneficially Owned:  94,185 

     (b)  Percent of Class:  11.61% 

     (c)  Number of Shares as to Which Such Person Has

          (i)   sole power to vote or to direct the vote:  N/A 

          (ii)  shared power to vote or to direct the vote:  N/A 

          (iii) sole power to dispose or to direct the disposition of:  94,185 

          (iv)  shared power to dispose or to direct the disposition of:  N/A 

Item 5.   Ownership of Five Percent or Less of a Class:  N/A



Item 6.   Ownership of More than Five Percent on Behalf of Another Person:  N/A



Item 7.   Identification and Classification of the Subsidiary Which Acquired the
          Security Being Reported on By the Parent Holding Company:  N/A



Item 8.   Identification and Classification of members of the Group

          (See Exhibit A attached hereto.)

Item 9.   Notice of Dissolution of Group:  N/A



Item 10.  Certification:    

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


/s/                                     January 19, 1996
BY:  Harry Lee Waterfield II
Chairman of the Board
Investors Underwriters, Inc.


1)   Name of Reporting Person:  HLW Investment Corporation
 
     SS or IRS Identification No.:  61-1014584 

2)   Check the Appropriate Box if a Member of a Group (See Instructions)
     a)___X_______
     b)___________

3)   SEC USE ONLY 


4)   Citizenship or Place of Organization:  Kentucky 


Number of Shares    5)  Sole Voting Power:  130,824 
Beneficially Owned
By Each Reporting
Person With         6)  Shared Voting Power:  116,632 


                    7)  Sole Dispositive Power:  130,824 


                    8)  Shared Dispositive Power:  116,632 



9)   Aggregate Amount Beneficially Owned by Each Reporting Person
     (See Instructions):  247,456


10)  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)


11)  Percent of Class Represented by Amount in Row (9):  30.5% 


12)  Type of Reporting Person (See Instructions):  CO 




Item 1.

     (a)  Name of Issuer:  Kentucky Investors, Inc. 


     (b)  Address of Issuer's Principal Executive Offices 
          200 Capital Avenue, Frankfort, Kentucky   40601

Item 2.

     (a)  Name of Person Filing:  HLW Investment Corporation 

     (b)  Address of Principal Business Office or, if none, Residence:  200
          Capital Avenue, Frankfort, KY  40601 


     (c)  Citizenship:  Kentucky 

     (d)  Title of Class of Securities:  Common Stock $1 par value 

     (e)  CUSIP Number:  491332 10 2 

Item 3.   If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
          check whether the person filing is a:  N/A

     (a)_____  Broker or Dealer registered under Section 15 of the Act
     (b)_____  Bank as defined in section 3(a)(6) of the Act
     (c)_____  Insurance Company as defined in section 3(a)(19) of the act
     (d)_____  Investment Company registered under section 8 of the Investment 
               Company Act
     (e)_____  Investment Adviser registered under section 203 of the Investment
               Advisers Act of 1940
     (f)_____  Employee Benefit Plan, Pension Fund which is subject to the 
               provisions of the Employee Retirement Income Security Act of 1974
               or Endowment fund; see section 240.13d-1(b)(ii)(F)
     (g)_____  Parent Holding Company, in accordance with section 240.13d-
               1(b)(ii)(G) (Note:  See Item 7)
     (h)_____  Group, in accordance with section 240.13d-1(b)(l)(ii)(H)

Item 4.  Ownership

     (a)  Amount Beneficially Owned:  247,456 

     (b)  Percent of Class:  30.5% 

     (c)  Number of Shares as to Which Such Person Has

          (i)   sole power to vote or to direct the vote:  130,824 

          (ii)  shared power to vote or to direct the vote: 116,632

          (iii) sole power to dispose or to direct the disposition of:  130,824


          (iv)  shared power to dispose or to direct the disposition of: 
                116,632 

Item 5.   Ownership of Five Percent or Less of a Class:  N/A



Item 6.   Ownership of More than Five Percent on Behalf of Another Person:  N/A



Item 7.   Identification and Classification of the Subsidiary Which Acquired the
          Security Being Reported on By the Parent Holding Company:  N/A



Item 8.   Identification and Classification of members of the Group

          (See Exhibit A attached hereto.)

Item 9.   Notice of Dissolution of Group:  N/A



Item 10.  Certification:    


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

/s/                                     January 19, 1996
BY:  Harry Lee Waterfield II
Chairman of the Board & CEO
HLW Investment Corp.


1)   Name of Reporting Person:  TAP & CO.
 
     SS or IRS Identification No.:  61-0733149 

2)   Check the Appropriate Box if a Member of a Group (See Instructions)
     a)____X______
     b)___________

3)   SEC USE ONLY 


4)   Citizenship or Place of Organization:  Kentucky 


Number of Shares    5)  Sole Voting Power: 
Beneficially Owned
By Each Reporting
Person With         6)  Shared Voting Power:  103,668 
                    These shares are held for the benefit of employees who
                    participate in the Employee Stock Ownership Plan and the
                    401(k) Plan.  The Administrative Committee of these plans
                    directs the voting of these shares.

                    7)  Sole Dispositive Power: 


                    8)  Shared Dispositive Power:  103,668 
                    The Trustee has the power to dispose of these shares by
                    making distribution to beneficiaries in accordance with the
                    plans.


9)   Aggregate Amount Beneficially Owned by Each Reporting Person
     (See Instructions):  103,668


10)  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)


11)  Percent of Class Represented by Amount in Row (9):  12.78% 


12)  Type of Reporting Person (See Instructions):  EP 




Item 1.

     (a)  Name of Issuer:  Kentucky Investors, Inc. 


     (b)  Address of Issuer's Principal Executive Offices 
          200 Capital Avenue, Frankfort, Kentucky   40601

Item 2.

     (a)  Name of Person Filing:  TAP & CO. 

     (b)  Address of Principal Business Office or, if none, Residence:  Farmers
          Bank Plaza, Main Street Frankfort, Kentucky   40601

     (c)  Citizenship:  Kentucky 

     (d)  Title of Class of Securities:  Common Stock $1 par value 

     (e)  CUSIP Number:  491332 10 2 

Item 3.   If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
          check whether the person filing is a:

     (a)_____  Broker or Dealer registered under Section 15 of the Act
     (b)_____  Bank as defined in section 3(a)(6) of the Act
     (c)_____  Insurance Company as defined in section 3(a)(19) of the act
     (d)_____  Investment Company registered under section 8 of the Investment 
               Company Act
     (e)_____  Investment Adviser registered under section 203 of the Investment
               Advisers Act of 1940
     (f)__X__  Employee Benefit Plan, Pension Fund which is subject to the 
               provisions of the Employee Retirement Income Security Act of 1974
               or Endowment fund; see section 240.13d-1(b)(ii)(F)
     (g)_____  Parent Holding Company, in accordance with section 240.13d-
               1(b)(ii)(G) (Note:  See Item 7)
     (h)_____  Group, in accordance with section 240.13d-1(b)(l)(ii)(H)

Item 4.  Ownership

     (a)  Amount Beneficially Owned:  103,668 

     (b)  Percent of Class:  12.78% 


     (c)  Number of Shares as to Which Such Person Has

          (i)   sole power to vote or to direct the vote:  N/A 

          (ii)  shared power to vote or to direct the vote: 103,668

          (iii) sole power to dispose or to direct the disposition of:  N/A 

          (iv)  shared power to dispose or to direct the disposition of: 
                103,668 

Item 5.   Ownership of Five Percent or Less of a Class:  N/A



Item 6.   Ownership of More than Five Percent on Behalf of Another Person:  N/A
          TAP & CO., Trustee for Employee Benefit Plan receives dividends. 
          Benefit Plan Committee directs Trustee how to vote.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company:  N/A


Item 8.Identification and Classification of members of the Group

(See Exhibit A attached hereto.)

Item 9.Notice of Dissolution of Group:  N/A


Item 10.Certification:    

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

/s/                                     January 19, 1996
BY:  Rickey D. Harp
Sr. Vice President
TAP & CO.


1)   Name of Reporting Person:  Harry Lee Waterfield II
 
     SS or IRS Identification No.:  ###-##-#### 

2)   Check the Appropriate Box if a Member of a Group (See Instructions)
     a)____X______
     b)___________

3)   SEC USE ONLY 



4)   Citizenship or Place of Organization:  Kentucky 


Number of Shares    5)  Sole Voting Power:  31,525 
Beneficially Owned
By Each Reporting
Person With         6)  Shared Voting Power:  225,152 


                    7)  Sole Dispositive Power:  31,525 


                    8)  Shared Dispositive Power:  574,024 



9)   Aggregate Amount Beneficially Owned by Each Reporting Person
     (See Instructions):  605,549


10)  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)


11)  Percent of Class Represented by Amount in Row (9):  74.65% 


12)  Type of Reporting Person (See Instructions):  IN 






Item 1.

     (a)  Name of Issuer:  Kentucky Investors, Inc. 


     (b)  Address of Issuer's Principal Executive Offices 
          200 Capital Avenue, Frankfort, Kentucky   40601

Item 2.

     (a)  Name of Person Filing:  Harry Lee Waterfield II 

     (b)  Address of Principal Business Office or, if none, Residence:  200
          Capital Avenue, Frankfort, KY  40601 

     (c)  Citizenship:  Kentucky 

     (d)  Title of Class of Securities:  Common Stock $1 par value 

     (e)  CUSIP Number:  491332 10 2 

Item 3.   If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
          check whether the person filing is a:  N/A

     (a)_____  Broker or Dealer registered under Section 15 of the Act
     (b)_____  Bank as defined in section 3(a)(6) of the Act
     (c)_____  Insurance Company as defined in section 3(a)(19) of the act
     (d)_____  Investment Company registered under section 8 of the Investment 
               Company Act
     (e)_____  Investment Adviser registered under section 203 of the Investment
               Advisers Act of 1940
     (f)_____  Employee Benefit Plan, Pension Fund which is subject to the 
               provisions of the Employee Retirement Income Security Act of 1974
               or Endowment fund; see section 240.13d-1(b)(ii)(F)
     (g)_____  Parent Holding Company, in accordance with section 240.13d-
               1(b)(ii)(G) (Note:  See Item 7)
     (h)_____  Group, in accordance with section 240.13d-1(b)(l)(ii)(H)

Item 4.  Ownership

     (a)  Amount Beneficially Owned:  605,549 

     (b)  Percent of Class:  74.65% 

     (c)  Number of Shares as to Which Such Person Has

          (i)   sole power to vote or to direct the vote:  31,525 

          (ii)  shared power to vote or to direct the vote: 225,152

          (iii) sole power to dispose or to direct the disposition of:  31,525 

          (iv)  shared power to dispose or to direct the disposition of: 
                574,024 

Item 5.   Ownership of Five Percent or Less of a Class: N/A



Item 6.   Ownership of More than Five Percent on Behalf of Another Person:  N/A



Item 7.   Identification and Classification of the Subsidiary Which Acquired the
          Security Being Reported on By the Parent Holding Company:  N/A



Item 8.   Identification and Classification of members of the Group

          (See Exhibit A attached hereto.)

Item 9.   Notice of Dissolution of Group:  N/A



Item 10.  Certification:    

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

/s/                                     January 19, 1996
BY:  Harry Lee Waterfield II



1)   Name of Reporting Person:  RoseGayle Waterfield Hardy
 
     SS or IRS Identification No.:  ###-##-#### 

2)   Check the Appropriate Box if a Member of a Group (See Instructions)
     a)____X______
     b)___________

3)   SEC USE ONLY 


4)   Citizenship or Place of Organization:  Kentucky 


Number of Shares    5)  Sole Voting Power:  20,355 
Beneficially Owned
By Each Reporting
Person With         6)  Shared Voting Power:  187,882 


                    7)  Sole Dispositive Power:  20,355 


                    8)  Shared Dispositive Power:  187,882 



9)   Aggregate Amount Beneficially Owned by Each Reporting Person
     (See Instructions):  208,237


10)  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)


11)  Percent of Class Represented by Amount in Row (9):  25.67% 


12)  Type of Reporting Person (See Instructions):  IN 

   


Item 1.

     (a)  Name of Issuer:  Kentucky Investors, Inc. 


     (b)  Address of Issuer's Principal Executive Offices 
          200 Capital Avenue, Frankfort, Kentucky   40601

Item 2.

     (a)  Name of Person Filing:  RoseGayle Waterfield Hardy 

     (b)  Address of Principal Business Office or, if none, Residence:  200
          Capital Avenue, Frankfort, KY  40601 


     (c)  Citizenship:  Kentucky 

     (d)  Title of Class of Securities:  Common Stock $1 par value 

     (e)  CUSIP Number:  491332 10 2 

Item 3.   If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
          check whether the person filing is a:  N/A


     (a)_____  Broker or Dealer registered under Section 15 of the Act
     (b)_____  Bank as defined in section 3(a)(6) of the Act
     (c)_____  Insurance Company as defined in section 3(a)(19) of the act
     (d)_____  Investment Company registered under section 8 of the Investment 
               Company Act
     (e)_____  Investment Adviser registered under section 203 of the Investment
               Advisers Act of 1940
     (f)_____  Employee Benefit Plan, Pension Fund which is subject to the 
               provisions of the Employee Retirement Income Security Act of 1974
               or Endowment fund; see section 240.13d-1(b)(ii)(F)
     (g)_____  Parent Holding Company, in accordance with section 240.13d-
               1(b)(ii)(G) (Note:  See Item 7)
     (h)_____  Group, in accordance with section 240.13d-1(b)(l)(ii)(H)

Item 4.  Ownership

     (a)  Amount Beneficially Owned:  208,237 

     (b)  Percent of Class:  25.67% 


     (c)  Number of Shares as to Which Such Person Has

          (i)   sole power to vote or to direct the vote:  20,355   

          (ii)  shared power to vote or to direct the vote: 187,882 

          (iii) sole power to dispose or to direct the disposition of:  20,355 

          (iv)  shared power to dispose or to direct the disposition of: 
                187,882 

Item 5.   Ownership of Five Percent or Less of a Class:  N/A



Item 6.   Ownership of More than Five Percent on Behalf of Another Person:  N/A



Item 7.   Identification and Classification of the Subsidiary Which Acquired the
          Security Being Reported on By the Parent Holding Company:  N/A


Item 8.   Identification and Classification of members of the Group

          (See Exhibit A attached hereto.)

Item 9.   Notice of Dissolution of Group:  N/A


Item 10.  Certification:    

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

/s/                                     January 19, 1996
BY: RoseGayle Waterfield Hardy


1)   Name of Reporting Person:  Nancy Waterfield Walton
 
     SS or IRS Identification No.:  ###-##-#### 

2)   Check the Appropriate Box if a Member of a Group (See Instructions)
     a)____X______
     b)___________

3)   SEC USE ONLY 


4)   Citizenship or Place of Organization:  Kentucky 


    

Number of Shares    5)  Sole Voting Power:  22,916 
Beneficially Owned
By Each Reporting
Person With         6)  Shared Voting Power:  196,334 


                    7)  Sole Dispositive Power:  22,916 


                    8)  Shared Dispositive Power:  290,519 



9)   Aggregate Amount Beneficially Owned by Each Reporting Person
     (See Instructions):  313,435


10)  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)


11)  Percent of Class Represented by Amount in Row (9):  38.64% 


12)  Type of Reporting Person (See Instructions):  IN 




Item 1.

     (a)  Name of Issuer:  Kentucky Investors, Inc.   


     (b)  Address of Issuer's Principal Executive Offices: 
          200 Capital Avenue, Frankfort, Kentucky   40601

Item 2.

     (a)  Name of Person Filing:  Nancy Waterfield Walton 

     (b)  Address of Principal Business Office or, if none, Residence:  200
          Capital Avenue, Frankfort, KY   40601 


     (c)  Citizenship:  Kentucky 

     (d)  Title of Class of Securities:  Common Stock $1 par value 


     (e)  CUSIP Number:  491332 10 2 

Item 3.   If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
          check whether the person filing is a:  N/A

     (a)_____  Broker or Dealer registered under Section 15 of the Act
     (b)_____  Bank as defined in section 3(a)(6) of the Act
     (c)_____  Insurance Company as defined in section 3(a)(19) of the act
     (d)_____  Investment Company registered under section 8 of the Investment 
               Company Act
     (e)_____  Investment Adviser registered under section 203 of the Investment
               Advisers Act of 1940
     (f)_____  Employee Benefit Plan, Pension Fund which is subject to the 
               provisions of the Employee Retirement Income Security Act of 1974
               or Endowment fund; see section 240.13d-1(b)(ii)(F)
     (g)_____  Parent Holding Company, in accordance with section 240.13d-
               1(b)(ii)(G) (Note:  See Item 7)
     (h)_____  Group, in accordance with section 240.13d-1(b)(l)(ii)(H)

Item 4.  Ownership

     (a)  Amount Beneficially Owned:  313,435 

     (b)  Percent of Class:  38.64% 

     (c)  Number of Shares as to Which Such Person Has

          (i)   sole power to vote or to direct the vote:  22,916 

          (ii)  shared power to vote or to direct the vote: 196,334

          (iii) sole power to dispose or to direct the disposition of:  22,916 

          (iv)  shared power to dispose or to direct the disposition of: 
                290,519 

Item 5.   Ownership of Five Percent or Less of a Class:  N/A



Item 6.   Ownership of More than Five Percent on Behalf of Another Person:  N/A



Item 7.   Identification and Classification of the Subsidiary Which Acquired the
          Security Being Reported on By the Parent Holding Company:  N/A



Item 8.   Identification and Classification of members of the Group

          (See Exhibit A attached hereto.)

Item 9.   Notice of Dissolution of Group:  N/A



Item 10.  Certification:    

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

/s/                                     January 19, 1996
BY:  Nancy Waterfield Walton



1)   Name of Reporting Person:  HLW Corporation
 
     SS or IRS Identification No.:  61-0593515 

2)   Check the Appropriate Box if a Member of a Group (See Instructions)
     a)____X______
     b)___________

3)   SEC USE ONLY 


4)   Citizenship or Place of Organization:  Kentucky 


Number of Shares    5)  Sole Voting Power:  41,836 
Beneficially Owned
By Each Reporting
Person With         6)  Shared Voting Power:  228,820 


                    7)  Sole Dispositive Power:  41,836 


                    8)  Shared Dispositive Power:  228,820 



9)   Aggregate Amount Beneficially Owned by Each Reporting Person
     (See Instructions):  270,656


10)  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)


11)  Percent of Class Represented by Amount in Row (9):  33.36% 


12)  Type of Reporting Person (See Instructions):  CO 


  


Item 1.

     (a)  Name of Issuer:  Kentucky Investors, Inc. 


     (b)  Address of Issuer's Principal Executive Offices 
          200 Capital Avenue, Frankfort, Kentucky   40601

Item 2.

     (a)  Name of Person Filing:  HLW Corporation 

     (b)  Address of Principal Business Office or, if none, Residence:  200
          Capital Avenue, Frankfort, KY  40601 


     (c)  Citizenship:  Kentucky 

     (d)  Title of Class of Securities:  Common Stock $1 par value 

     (e)  CUSIP Number:  491332 10 2 

Item 3.   If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
          check whether the person filing is a:  N/A

     (a)_____  Broker or Dealer registered under Section 15 of the Act
     (b)_____  Bank as defined in section 3(a)(6) of the Act
     (c)_____  Insurance Company as defined in section 3(a)(19) of the act
     (d)_____  Investment Company registered under section 8 of the Investment 
               Company Act
     (e)_____  Investment Adviser registered under section 203 of the Investment
               Advisers Act of 1940
     (f)_____  Employee Benefit Plan, Pension Fund which is subject to the 
               provisions of the Employee Retirement Income Security Act of 1974
               or Endowment fund; see section 240.13d-1(b)(ii)(F)
     (g)_____  Parent Holding Company, in accordance with section 240.13d-
               1(b)(ii)(G) (Note:  See Item 7)
     (h)_____  Group, in accordance with section 240.13d-1(b)(l)(ii)(H)

Item 4.  Ownership

     (a)  Amount Beneficially Owned:  270,656 

     (b)  Percent of Class:  33.36% 

     (c)  Number of Shares as to Which Such Person Has

          (i)   sole power to vote or to direct the vote:  41,836 
  
          (ii)  shared power to vote or to direct the vote: 228,820

          (iii) sole power to dispose or to direct the disposition of:  41,836 

          (iv)  shared power to dispose or to direct the disposition of: 
                228,820 

Item 5.   Ownership of Five Percent or Less of a Class:  N/A



Item 6.   Ownership of More than Five Percent on Behalf of Another Person:  N/A



Item 7.   Identification and Classification of the Subsidiary Which Acquired the
          Security Being Reported on By the Parent Holding Company:  N/A



Item 8.   Identification and Classification of members of the Group

          (See Exhibit A attached hereto.)

Item 9.   Notice of Dissolution of Group:  N/A



Item 10.  Certification:    

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

/s/                                     January 19, 1996
BY:  Harry Lee Waterfield II
Chairman of the Board & President
HLW Corporation



1)      Name of Reporting Person:  Kentucky Investors, Inc. Employee Retirement
Plan
 
          SS or IRS Identification No.:  51-0166656 

2)   Check the Appropriate Box if a Member of a Group (See Instructions)
     a)____X______
     b)___________

3)   SEC USE ONLY 


4)   Citizenship or Place of Organization:  Kentucky 


Number of Shares    5)  Sole Voting Power:   
Beneficially Owned
By Each Reporting
Person With         6)  Shared Voting Power:  23,926 
                    These shares are held for the benefit of
                    employees who participate in the Employee
                    Retirement Plan.  The Administrative 
                    Committee of this Plan directs the voting
                    of these shares.

                    7)  Sole Dispositive Power:   


                    8)  Shared Dispositive Power:  23,926 



9)   Aggregate Amount Beneficially Owned by Each Reporting Person
     (See Instructions):  23,926


10)  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)


11)  Percent of Class Represented by Amount in Row (9):  3% 


12)  Type of Reporting Person (See Instructions):  EP 





Item 1.

     (a)  Name of Issuer:  Kentucky Investors, Inc. 


     (b)  Address of Issuer's Principal Executive Offices 
          200 Capital Avenue, Frankfort, Kentucky   40601

Item 2.

     (a)  Name of Person Filing:  Kentucky Investors, Inc. Employee 
          Retirement Plan 

     (b)  Address of Principal Business Office or, if none, Residence:  200
          Capital Avenue, Frankfort, KY  40601 
  

     (c)  Citizenship:  Kentucky 

     (d)  Title of Class of Securities:  Common Stock $1 par value 

     (e)  CUSIP Number:  491332 10 2 

Item 3.   If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
          check whether the person filing is a:  N/A

     (a)_____  Broker or Dealer registered under Section 15 of the Act
     (b)_____  Bank as defined in section 3(a)(6) of the Act
     (c)_____  Insurance Company as defined in section 3(a)(19) of the act
     (d)_____  Investment Company registered under section 8 of the Investment 
               Company Act
     (e)_____  Investment Adviser registered under section 203 of the Investment
               Advisers Act of 1940
     (f)_X___  Employee Benefit Plan, Pension Fund which is subject to the 
               provisions of the Employee Retirement Income Security Act of 1974
               or Endowment fund; see section 240.13d-1(b)(ii)(F)
     (g)_____  Parent Holding Company, in accordance with section 240.13d-
               1(b)(ii)(G) (Note:  See Item 7)
     (h)_____  Group, in accordance with section 240.13d-1(b)(l)(ii)(H)

Item 4.  Ownership

     (a)  Amount Beneficially Owned:  23,926 

     (b)  Percent of Class:  3% 

     (c)  Number of Shares as to Which Such Person Has

          (i)   sole power to vote or to direct the vote:   

          (ii)  shared power to vote or to direct the vote: 23,926

          (iii) sole power to dispose or to direct the disposition of:  

          (iv)  shared power to dispose or to direct the disposition of: 
                23,926 

Item 5.   Ownership of Five Percent or Less of a Class:  N/A



Item 6.   Ownership of More than Five Percent on Behalf of Another Person:  N/A



Item 7.   Identification and Classification of the Subsidiary Which Acquired the
          Security Being Reported on By the Parent Holding Company:  N/A

    

Item 8.   Identification and Classification of members of the Group

          (See Exhibit A attached hereto.)

Item 9.   Notice of Dissolution of Group:  N/A



Item 10.  Certification:    

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

/s/                                     January 19, 1996
BY:  Howard Lee Graham, Chairman
Kentucky Investors, Inc. Employee
Retirement Plan Committee


EXHIBIT A

   

          Members of the Group:

          1.  Investors Heritage Life Insurance Company

          2.  Investors Underwriters, Inc.

          3.  HLW Investment Corporation

          4.  TAP & CO.

          5.  Harry Lee Waterfield II

          6.  RoseGayle Waterfield Hardy

          7.  Nancy Waterfield Walton

          8.  HLW Corporation

          9.  Kentucky Investors, Inc. Employee Retirement Plan






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