UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6 )
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: 228,920
8) Shared Dispositive Power: 94,185
9) Aggregate Amount Beneficially Owned by Each Reporting Person
(See Instructions): 323,105
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11) Percent of Class Represented by Amount in Row (9): 38.6%
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: 323,105
(b) Percent of Class: 38.6%
(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:
228,920
(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 29, 1998
BY: Harry Lee Waterfield II Date
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): 11.25%
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: 11.25%
(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 29, 1998
BY: Harry Lee Waterfield II Date
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: 116,657
7) Sole Dispositive Power: 130,824
8) Shared Dispositive Power: 116,657
9) Aggregate Amount Beneficially Owned by Each Reporting Person
(See Instructions): 247,481
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11) Percent of Class Represented by Amount in Row (9): 29.57%
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-
f(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: 247,481
(b) Percent of Class: 29.57%
(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: 116,657
(iii) sole power to dispose or to direct the disposition of:
130,824
(iv) shared power to dispose or to direct the disposition of:
116,657
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 29, 1998
BY: Harry Lee Waterfield II Date
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: 145,299
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: 145,299
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): 145,299
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11) Percent of Class Represented by Amount in Row (9): 17.36%
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: 145,299
(b) Percent of Class: 17.36%
(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: 145,299
(iii) sole power to dispose or to direct the disposition of: N/A
(iv) shared power to dispose or to direct the disposition of:
145,299
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 29, 1998
BY: Rickey D. Harp Date
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: 31,550
Beneficially Owned
By Each Reporting
Person With 6) Shared Voting Power: 234,573
7) Sole Dispositive Power: 31,550
8) Shared Dispositive Power: 557,678
9) Aggregate Amount Beneficially Owned by Each Reporting Person
(See Instructions): 589,228
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11) Percent of Class Represented by Amount in Row (9): 70.4%
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: 589,228
(b) Percent of Class: 70.4%
(c) Number of Shares as to Which Such Person Has
(i) sole power to vote or to direct the vote: 31,550
(ii) shared power to vote or to direct the vote: 234,573
(iii) sole power to dispose or to direct the disposition of:
31,550
(iv) shared power to dispose or to direct the disposition of:
557,678
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 29, 1998
BY: Harry Lee Waterfield II Date
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): 24.88%
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: 24.88%
(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 29, 1998
BY: RoseGayle Waterfield Hardy Date
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: 198,962
7) Sole Dispositive Power: 22,916
8) Shared Dispositive Power: 293,147
9) Aggregate Amount Beneficially Owned by Each Reporting Person
(See Instructions): 316,063
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11) Percent of Class Represented by Amount in Row (9): 37.76%
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: 316,063
(b) Percent of Class: 37.76%
(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: 198,962
(iii) sole power to dispose or to direct the disposition of:
22,916
(iv) shared power to dispose or to direct the disposition of:
293,147
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 29, 1998
BY: Nancy Waterfield Walton Date
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: 228,845
7) Sole Dispositive Power: 41,836
8) Shared Dispositive Power: 228,845
9) Aggregate Amount Beneficially Owned by Each Reporting Person
(See Instructions): 270,681
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11) Percent of Class Represented by Amount in Row (9): 32.34%
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: 270,681
(b) Percent of Class: 32.34%
(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: 228,845
(iii) sole power to dispose or to direct the disposition of:
41,836
(iv) shared power to dispose or to direct the disposition of:
228,845
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 29, 1998
BY: Harry Lee Waterfield II Date
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: 31,550
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: 31,550
9) Aggregate Amount Beneficially Owned by Each Reporting Person
(See Instructions): 31,550
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11) Percent of Class Represented by Amount in Row (9): 3.7%
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: 31,000
(b) Percent of Class: 3.7%
(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: 31,550
(iii) sole power to dispose or to direct the disposition of:
(iv) shared power to dispose or to direct the disposition of:
31,550
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 29, 1998
BY: Howard Lee Graham, Chairman Date
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
