UNITED TRUST INC /IL/
10-Q, 1995-11-13
LIFE INSURANCE
Previous: SIXX HOLDINGS INC, NT 10-Q, 1995-11-13
Next: GNS FINANCE CORP, 10-Q, 1995-11-13



                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-Q


                  QUARTERLY REPORT UNDER SECTION 13 AND 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934





For the Quarter Ended September 30, 1995           Commission File No. 0-16867


                             UNITED TRUST, INC.                   
             (Exact Name of Registrant as specified in its Charter)


              Illinois                                  37-1172848     
    (State or other jurisdiction                     (I.R.S. Employer
     incorporation or organization)                 Identification No.)

    P.O. Box 5147, Springfield, Illinois                  62705        
   (Address of principal executive offices)            (Zip Code)



      Registrant's telephone number including area code:  (217) 786-4300



Indicate  by check  mark  whether the  Registrant  (1) has  filed  all reports
required to be filed by Section 13 or 15(d) of the Securities  Exchange Act of
1934  during  the  preceding  12  months  (or  such  shorter period  that  the
Registrant was required  to file such  reports), and (2)  has been subject  to
such filing requirements for the past 90 days.


                        YES    X                      NO           


Indicate the number of shares outstanding of each of the Registrant's  classes
of common stock, as of the latest practicable date.

              Shares outstanding at October 31, 1995:18,675,935

                  Common stock, no par value per share


                                       1
<PAGE>



                              UNITED TRUST, INC.
                               (the "Company")


                                     INDEX




Part I:  Financial Information


         Consolidated Balance Sheets - September 30, 1995 and
         December 31, 1994  . . . . . . . . . . . . . . . . . . .  3


         Consolidated Statements of Operations for the nine months
         and three months ended September 30, 1995 and 1994   . .  4


         Consolidated Statements of Cash Flows for the nine months
         ended September 30, 1995 and 1994  . . . . . . . . . . .  5


         Notes to Financial Statements   . . . . . . . . . . . .   6

         Management's Discussion and Analysis of
         Financial Condition and Results of Operations. . . . . . 13



Part II:  Other Information

          Legal Proceedings. . . . . . . . . . . . . . . . . . .  22

          Signatures . . . . . . . . . . . . . . . . . . . . . .  23





                                      2
<PAGE>

                        PART 1. FINANCIAL INFORMATION
                        Item 1.  Financial Statements
                        
                              UNITED TRUST, INC.
                              AND SUBSIDIARIES

                         Consolidated Balance Sheets


                                                September 30,     December 31, 
ASSETS                                              1995             1994
 
Investments:
  Fixed maturities at amortized cost (market
   $186,986,521 and $172,822,882)              $  186,835,952  $  184,590,646 
  Equity securities at market (cost
   $1,246,164 and $395,846)                         1,877,477         911,012
  Mortgage loans on real estate at amortized
   cost                                            14,309,461      15,822,056  
  Investment real estate, at cost, net of 
   accumulated depreciation                        12,056,279      11,737,847 
  Real estate acquired in satisfaction of debt, 
   at cost net of accumulated depreciation          5,323,762       5,620,101 
  Policy loans                                     16,614,178      16,338,632 
  Short term investments                              425,000         350,000 
  Investments held for sale at market (cost 
   $3,001,497 and $3,450,273)                       2,988,146       3,337,672 
                                                  240,430,255     238,707,966 
  Cash and cash equivalents                        15,622,657      11,697,067 
  Investment in affiliates                          5,729,957       5,161,034 
  Indebtedness of affiliates, net                      99,133          67,865 
  Accrued investment income                         4,184,325       3,500,585 
  Reinsurance receivables:
     Future policy benefit                         13,427,971      12,818,658 
     Unpaid policy claims and benefits                856,683         975,613 
     Paid policy claims and benefits                  158,208         125,355
  Other accounts and notes receivable                 405,304         694,773 
  Cost of insurance acquired                       50,517,924      53,324,051 
  Deferred policy acquisition costs                10,978,665      10,634,476 
  Value of agency force acquired                   14,966,671      15,489,946 
  Costs in excess of net assets purchased,  
   less accumulated amortization                    6,433,813       9,992,621 
  Other assets                                      1,603,048       1,068,820 
        Total assets                           $  365,414,614  $  364,258,830 


LIABILITIES AND SHAREHOLDERS' EQUITY
  Policy liabilities and accruals:
  Future policy benefits                       $  241,967,059  $  234,875,800 
  Policy claims and benefits payable                3,215,497       3,207,014 
  Other policyholder funds                          3,146,584       3,124,851 
  Dividend and endowment accumulations             12,151,073      11,106,903 
  Income taxes payable                                200,542         237,846 
  Deferred income taxes                            20,790,449      22,035,873 
  Notes payable                                    21,448,910      22,053,289 
  Other liabilities                                 6,161,245       6,200,879
      Total liabilities                           309,081,359     302,842,455
Minority interests in consolidated subsidiaries    34,662,918      39,547,280 


SHAREHOLDERS' EQUITY

  Common stock - no par value, stated value
   $.02 per share.
  Authorized 35,000,000 shares - 18,675,935 and 
   18,655,935 shares issued after deducting treasury
   shares of 423,840 and 423,840                      373,519         373,119 
  Additional paid-in capital                       18,288,410      18,276,311 
  Unrealized depreciation of equity securities        (42,568)       (143,405)
  Retained earnings                                 3,050,976       3,363,070 
       Total shareholders' equity                  21,670,337      21,869,095 
Total liabilities and shareholders' equity     $  365,414,614  $  364,258,830 

                           See accompanying notes.
                                    3
<PAGE>

                             UNITED TRUST, INC.
                             AND SUBSIDIARIES
 
                    Consolidated Statements of Operations

                        Three Months Ended             Nine Months Ended
                      September 30, September 30,  September 30, September 30,
                         1995           1994            1995         1994


Revenue

 Premium income       $  8,585,351  $  8,572,398   $ 27,703,013  $ 28,940,725 
 Reinsurance premium    (1,513,299)   (1,349,917)    (3,947,584)   (4,077,272)
 Other considerations      837,140       749,682      2,464,463     2,280,594 
 Other considerations 
  paid to reinsurers       (40,389)      (58,666)      (140,063)     (176,220)
 Net investment income   3,747,069     3,633,334     11,440,748    10,556,962 
 Realized investment 
  gains (losses)          (115,524)     (869,684)      (108,256)   (1,082,098)
 Other income              329,573       223,238      1,045,441       756,003 
                        11,829,921    10,900,385     38,457,762    37,198,694 

 
Benefits and expenses:

 Benefits, claims and settlement expenses:
  Life                   5,322,841     7,033,132     20,994,480    20,541,473 
  Annuity                  454,355       420,362      1,405,512       977,186 
  Reinsurance benefits 
   and claims             (844,340)     (888,264)    (2,499,156)   (2,392,113)
  Dividends to 
   policyholders         1,045,939       918,338      3,289,722     2,781,530 
 Commissions and
   amortization of
   deferred policy 
   acquisition costs     1,350,662     1,366,717      4,867,646     3,308,565 
 Amortization of cost 
   of insurance acquired 1,460,230     1,600,133      2,806,127     5,158,017
 Amortization of agency
   force                   184,718       120,051        523,275       405,101 
 Operating expenses      2,232,938     2,328,443      7,929,844     6,593,217 
 Interest expense          502,185       478,774      1,455,246     1,433,914 
                        11,709,528    13,377,686     40,772,696    38,806,890 

Income (loss) before 
 income taxes and 
 minority interest         120,393    (2,477,301)    (2,314,934)   (1,608,196)
Credit (provision) 
 for income taxes          214,525       769,763      1,240,694       796,232 
Minority interest in 
 income of consolidated
 subsidiaries             (175,775)    1,178,536        839,193       632,894 
Equity in earnings (loss)
 of investees               39,321        13,868        (77,047)     (857,235)
 
Net income (loss)       $  198,464   $  (515,134)   $  (312,094) $ (1,036,305)

  
Net income (loss) per 
 common share           $     0.01   $     (0.03)   $     (0.02) $      (0.06)
 
Average common  
 shares outstanding     18,695,935    18,664,830     18,686,008    18,664,830 


                         See accompanying notes.
                                   4
<PAGE>

                           UNITED TRUST, INC.
                            AND SUBSIDIARIES

                  Consolidated Statements of Cash Flows

                                               September 30,     September 30,
                                                  1995               1994
Increase (decrease) in cash and cash 
 equivalents
Cash flows from operating activities:
  Net loss                                    $    (312,094)   $   (1,036,305)
  Adjustments to reconcile net loss to net
   cash provided by (used in) operating 
   activities net of changes in assets and 
   liabilities resulting from the sales and 
   purchases of subsidiaries:
    Charges for mortality and administration of
      universal life and annuity products        (7,351,824)       (7,363,361)
    Change in policy liabilities                  2,988,239         8,811,442 
    Change in reinsurance receivables              (523,236)       (1,090,886)
    Amortization of cost of business acquired     2,806,127         5,158,017 
    Amortization of goodwill, net                  (114,525)          213,750
    Minorityinterest                               (839,193)         (632,894)
    Equity in earnings of investees                  77,047           857,235 
    Change in accrued investment income            (683,740)       (1,041,084)
    Depreciation                                    419,584           529,990 
    Change in federal income tax liability       (1,282,728)         (948,123)
    Realized (gains) losses                         108,256         1,082,098
    Policy acquisition costs deferred            (1,862,000)       (3,740,663)
    Amortization of deferred acquisition costs    2,206,189           664,737 
    Amortization of value of agency force           523,275           405,101
    Change in indebtedness of affiliates, net       (31,268)          371,812 
    Premiums, operating receivables, commissions, 
     general expenses, and other assets and 
     liabilities                                 (1,578,851)          113,245 
Net cash provided by (used in) operating 
 activities                                      (5,450,742)        2,354,111 

Cash flows from investing activities:
  Proceeds from investments sold and matured:
   Investments held for sale                        101,849                 0 
   Fixed maturities sold                                  0                 0 
   Fixed maturities matured                       9,226,009        20,293,299 
   Equity securities                                104,260                 0 
   Mortgage loans                                 1,917,743         3,753,108 
   Real estate                                      897,183         2,219,794 
   Collateral loans                                       0                 0 
   Policy loans                                   3,269,380         3,203,972 
   Short term                                       200,000         1,003,856 
Total proceeds from investments sold and
 matured                                         15,614,575        30,474,029 

 Cost of investments acquired:
   Investments held for sale
   Fixed maturities                             (11,994,414)      (46,536,690)
   Equity securities                             (1,000,000)                0
   Mortgage loans                                  (405,148)       (5,359,481)
   Real estate                                   (1,065,675)       (3,096,136)
   Policy loans                                  (3,572,857)       (3,032,815)
   Short term                                      (125,000)         (575,000)
Total cost of investments acquired              (18,163,094)      (58,600,122)
Cash of subsidiary at date of sale                        0        (3,134,343)
Cash received in sale of subsidiary                       0         4,995,804 
Net cash used in investing activities            (2,548,519)      (26,264,632)

Cash flows from financing activities:
 Policyholder contract deposits                  19,273,756        18,403,305 
 Policyholder contract withdrawals              (11,517,370)      (16,583,265)
 Interest credited to account balances            4,772,844         4,720,485 
 Payments on principal of notes                    (604,379)         (304,250)
   Net cash provided by financing activities     11,924,851         6,236,275 
Net increase (decrease) in cash and cash
 equivalents                                      3,925,590       (17,674,246)
Cash and cash equivalents at beginning of year   11,697,067        32,303,668 
Cash and cash equivalents at end of year      $  15,622,657     $  14,629,422 

                      See accompanying notes
                                5
<PAGE>





                              UNITED TRUST, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. BASIS OF PRESENTATION

The  accompanying  consolidated financial  statements  have  been prepared  by
United Trust, Inc. ("Trust") and its consolidated subsidiaries (the "Company")
pursuant  to  the  rules  and  regulations  of  the  Securities  and  Exchange
Commission.   Although  the Company believes  the disclosures  are adequate to
make the information  presented not be misleading, it  is suggested that these
consolidated financial statements be read in conjunction with the consolidated
financial statements and the notes  thereto presented in the Company's  Annual
Report on  Form 10-K filed with the Securities and Exchange Commission for the
year ended December 31, 1994.  

The  information  furnished  reflects, in  the  opinion  of  the Company,  all
adjustments (which include only normal and recurring accruals) necessary for a
fair presentation  of the  results of  operations for  the periods  presented.
Operating  results  for interim  periods  are  not necessarily  indicative  of
operating results  to be  expected for  the year  or of  the Company's  future
financial condition.

At September 30,  1995, the parent, significant subsidiaries and affiliates of
United Trust, Inc. were as depicted on the following organizational chart.



                                    6
<PAGE>


                           ORGANIZATIONAL CHART
                          AS OF SEPTEMBER 30, 1995


United  Trust, Inc. ("UTI") is the ultimate controlling company.  UTI owns 53%
of United  Trust Group ("UTG") and  30% of United  Income, Inc. ("UII").  UII 
owns 47% of UTG.  UTG owns 72% of First Commonwealth Corporation ("FCC"). FCC
owns  100% of Universal Guaranty Life Insurance  Company ("UG").  UG owns 100% 
of United  Security Assurance Company  ("USA").  USA owns 84%  of Appalachian 
Life Insurance  Company  ("APPL")  and  APPL  owns  100% of Abraham  Lincoln
Insurance Company ("ABE").

                                       7
<PAGE>



2. FIXED MATURITIES AND INVESTMENTS HELD FOR SALE

As of  September  30, 1995, fixed maturities and investments held for  sale
represented 79% of total invested assets.  As prescribed by the various state
insurance department statutes and regulations, the insurance companies'
investment portfolio is required to  be invested primarily ininvestment grade 
securities to provide ample protection  for policyholders. The liabilities of 
the insurance companies are  predominantly long term in nature  and therefore, 
the companies  invest primarily in long term  fixed maturity investments.  The
Company  has analyzed  its fixed maturities portfolio and reclassified those 
securities expected to be sold prior to maturity as investments held for sale.
The investments held for sale are carried at market.  Management has the 
intent and ability to hold its fixed maturity portfolio to maturity and as
such carries these securities at amortized cost.  As of September 30, 1995, 
the carrying value of fixed maturity securities in default as to principal
or interest was immaterial in the context of consolidated assets or 
shareholders' equity.

3. Mortgage Loans and Real Estate

The Company holds approximately $14,309,000 in  mortgage loans and $17,380,000
in real estate holdings which represent 4%  and 5% of the total assets of  the
Company,  respectively.   All mortgage  loans held  by the  Company  are first
position loans.  The Company  has $685,000 in mortgage loans net of  a $10,000
reserve allowance,  which are  in default  or  in the  process of  foreclosure
representing approximately 5% of the total portfolio.  The Company has 3 loans
for approximately $104,000 which are under a repayment plan.  Letters are sent 
to each mortgagee when the loan becomes 30 days or more delinquent. Loans 90 
days or more  delinquent are placed on a non-performing  status and classified 
as delinquent  loans.   Reserves  for loan  losses  on  delinquent loans  are 
established based on  management's analysis of the  loan balances and  what is 
believed to be the realizable value of the property should foreclosure take 
place.  Loans are placed on a non-accrual status based on a quarterly case
analysis of the likelihood of repayment.

The following tables show  the distribution of mortgage loans  and real estate
by type.


      Mortgage loans               Amount            % of Total 
  FHA/VA                       $    798,968              6%
  Commercial                   $  3,421,181             24%
  Residential                  $ 10,089,312             70%

      Real Estate                  Amount            % of Total 
  Home Office                  $  3,107,286             18%
  Commercial                   $  2,168,962             12%
  Residential development      $  6,780,031             39% 
  Foreclosed real estate       $  5,323,762             31%

                                    8
<PAGE>

4. LONG-TERM DEBT

At  September  30,  1995, the  Company  has  $21,449,000  in  long  term  debt
outstanding.  The debt is comprised of the following components:

   Senior debt                                  $ 11,400,000
   Subordinated 10 yr. notes                       6,494,000
   Subordinated 20 yr. notes                       3,530,000
   Encumbrance on real estate                         25,000
                                                $ 21,449,000

The senior debt  is comprised of participations of  several lenders.  Interest
is based on 1% above the lead bank's base  rate and is payable quarterly.  The
1995 principal payment of $2,900,000  was prepaid $2,000,000 in December  1994
and $900,000 in March 1995.   The next scheduled principal payment is not  due
until June 1996.  Principal reductions are due June 1 of each year.

The subordinated debt was  incurred June 16, 1992 as a part of the acquisition
of  CIC.  The  10 year notes bear  interest at the  rate of 7  1/2% per annum,
payable semi-annually  beginning December 16,  1992.  These  notes provide for
principal  payments equal  to 1/20th  of the  principal balance due  with each
interest installment beginning  June 16, 1997, with  a final payment due  June
16, 2002.  The 20 year  notes bear interest at the  rate of 8 1/2% per  annum,
payable semi-annually beginning December 16,  1992, with a lump sum  principal
payment due June 16, 2012.

Scheduled principal reductions on the Company's debt for the next five years
are as follows:

           Year                          Amount  

           1995                      $          0
           1996                         3,900,000
           1997                         4,549,000
           1998                         3,249,000
           1999                           649,000


5.  Commitments and Contingencies

During the third quarter  of 1994, the Company  became aware that certain  new
insurance business  was being solicited by certain agents  of UG and issued to
individuals  considered to  be  not insurable  by  Company standards.    These
policies had a face amount of $22,700,000 and represent less than 1/2 of 1% of
the insurance in force of the Company.   Management's analysis of the business
in force indicates that the expected death claims on  the business in force to
be adequately covered by the mortality assumptions inherent in the calculation
of statutory reserves.   Nevertheless, management has determined it  is in the
best interest of the Company to attempt to acquire as many of the  policies as
possible.  As of September 30, 1995, there remained approximately $4,728,000
of the original  face amount  which the  Company has  either  determined to 
have bad health or not yet contacted by the Company regarding a possible 
repurchase of the insurance policy.

                                     9
<PAGE>
      

During 1994,  the Company authorized  $1,250,000 for the  acquisition of these
policies.  At December  31, 1994, the Company  had $227,961 remaining for  the
purchase of these policies.  Through September 30, 1995, the Company spent an
additional $1,158,000 for the purchase of the policies and legal costs.

Freeman v. Universal Guaranty Life Insurance Company (U.S.D.C., N.D. Ga, 1994,
1-94-CV-2593-RCF); Tappan  v. Universal  Guaranty Life  Insurance Company  and
James Melville  (U.S.D.C., M.D.  Fla, 1994, 94-1044-CIV-ORL-18);  Armstrong v.
Universal Guaranty Life Insurance Company and James Melville (Circuit Court of
Davidson County, Tenn., 1994, 94C3222);  Armstrong v. Universal Guaranty  Life
Insurance Company and James Melville (Circuit Court of Davidson County, Tenn.,
1994, 94C3720); Ridings v. Universal Guaranty Life Insurance Company and James
Melville (Circuit Court  of Davidson County, Tenn., 1994,  94C3221); Ronald L.
Mekkes, Jr. v. Universal  Guaranty Life Insurance Company and  James Melville,
(Circuit Court of Kent County, Michigan, 1995, 95-1073-NZ).

Four general agents  of UG filed  independent suits against  UG in the  latter
part  of September  or  early  October, 1994.    Kathy Armstrong  (3-94-1085),
another general agent, filed her suit on November 16, 1994.  Ronald L. Mekkes,
Jr., a general agent, filed a suit on March 15, 1995.  All of the suits allege
that the plaintiff was libeled by statements made in a letter sent by UG.  The
letter was  sent to persons who had been  issued life insurance policies by UG
as  the  result of  policy applications  submitted  by the  five agents.   Mr.
Melville is a defendant in some of  the suits because he signed the letter  as
president of  UG.  In  addition to the defamation  count, Mr. Freeman  and Ms.
Tappan allege that UG also breached a contract with each of them by failing to
pay  them  commissions  for  policies  issued.    Mr.  Freeman  claims  unpaid
commissions  of  $104,000  and  Ms.   Tappan's  commission  claim  is  for an
unspecified  amount.   In  the libel  claim,  Mr. Freeman  claims compensatory
damages  of over $5,000,000  punitive damages  of over $3,000,000,  costs, and
litigation expenses.   The other  plaintiffs request the  award of unspecified
compensatory damages and  punitive (or special)  damages as well as  costs and
attorney's fees.  UG  has filed Answers to all  five of these suits  asserting
various defenses and, where  appropriate, counterclaims.  UG believes  that it
has no liability to  any of the plaintiffs and  intends to defend each of  the
suits  vigorously.   On August  1, 1995,  the Tappan  suit was  dismissed with
prejudice.

Terl, et  al. v.  Universal Guaranty  Life Insurance  Company (U.S.D.C.,  M.D.
Fla., 1995, 94-1236-CIV-ORL-19).

A lawsuit was filed against UG on November 23, 1994 on behalf of five insureds
and  a potential  class of  other  insureds.   The plaintiffs  allege  that UG
violated  the  Racketeer  Influenced  and  Corrupt  Organizations  Act.    The
plaintiffs contend they were fraudulently induced by misrepresentations on the
part of UG to purchase, and in some instances to surrender, policies of
insurance.  The plaintiffs contend that UG knew it would never honor the terms
of the policies and was attempting to achieve  short-term profits by willfully
targeting high risk applicants.  The plaintiffs seek damages, including treble
damages, in  excess of  $50,000, exclusive  of interest  and costs, and other
equitable relief.  UG  filed an Answer to this class  action suit inFebruary, 
1995, asserting various defenses and reserving the right to  assert counter
claims.  This lawsuit was settled during the first quarter of 1995.

                                      10
<PAGE>

      
S.D., et al. v.  Universal Guaranty Life  Insurance Company.  (U.S.D.C.,  N.D.
Ga., 1995, 195-CV-0454-GET).

A lawsuit was filed against UG in February, 1995 on behalf of four applicants
for insurance and  a potential  class of  other applicants.   The plaintiffs
alleged that  UG violated Title III of the  Americans WithDisabilities Act of 
1990 (the "ADA")  by discriminating against the plaintiffs in connection with 
the issuance of insurance policies by requiring the plaintiffs to submit 
additional medical evidence not required of others.

The plaintiffs allege  that UG's requirement of a blood  test violated the ADA
by discriminating against  each of the plaintiffs of the  basis of a perceived
disability which resulted in the denial of an insurance policy.

In addition  to the ADA  violation, plaintiffs allege  a violation of  Georgia
Insurance  Regulations with  regard  to procedures  for obtaining  information
regarding an applicant's HIV/AIDS status.

The  plaintiffs seek  relief  in  the  form  of requiring  UG  to  reopen  the
plaintiffs' insurance applications  and process those  applications, enjoining
UG from requiring blood tests from the plaintiffs,  directing UG to issue life
insurance policies as applied for, and awarding the plaintiffs and other class
members  costs, expenses, and reasonable attorneys' fees pursuant to Title III
of the ADA. 

UG has filed  an Answer to this  potential class action.  UG  believes that it
has no liability to any of  the plaintiffs, or other potential class  members,
and intends  to defend the lawsuit vigorously. In June 1995, summary judgment 
was granted to dismiss the case.

Jeffrey Ploskonka,  Keith Bohn  and Paul  Phinney v.  Universal Guaranty  Life
Insurance  Company  (Circuit Court  of the  Seventh Judicial  Circuit Sangamon
County, Illinois Case No.:  95-L-0213).

On March 9, 1995 a lawsuit was filed against Universal Guaranty Life Insurance
on  behalf of three  insureds and  a potential class  of other  insureds.  The
Plaintiffs allege  that UG  violated the insurance  contract in  attempting to
cancel  life  insurance  contracts.    Additionally,   the  Plaintiffs  assert
violations  of  Illinois  law alleging  vexations  and  unreasonable insurance
practices, breach  of duty of good  faith and fair dealing,  and that Illinois
consumer fraud laws have been violated.  The Plaintiffs seek unspecified
compensatory damages, injunctive relief, attorneys' fees, statutory damages in
an  amount up  to $25,000.00,  punitive  damages of  $1,000,000.00, and  other
equitable relief.  UG filed  an Answer to this lawsuit in  May 1995, asserting
various defenses and reserving the right to assert counterclaims.  UG has also
filed motions to  dismiss certain allegations and claims  made in the lawsuit.
UG believes it has no liability  to any of the plaintiffs, or  other potential
class members,  and intends to defend  the lawsuit vigorously.   In June 1995,
the court conditionally certified a class of non-settling insureds.

                                  11
<PAGE>



The Company and its subsidiaries are named  as defendants in a number of legal
actions arising primarily from  claims made under  insurance policies.   Those
actions have  been  considered  in  establishing  the  Company's  liabilities.
Management and its  legal counsel are  of the opinion  that the settlement of
those  actions will  not  have  a material  adverse  effect  on the Company's
financial position or results of operations.

The number of  insurance companies that  are under regulatory supervision  has
increased,  and  that  increase  is  expected  to  result  in  an increase  in
assessments  by state  guarantee  funds to  cover losses  to  policyholders of
insolvent or  rehabilitated companies.   Those  mandatory  assessments may  be
partially recovered  through  a reduction  in  future premium  taxes  in  some
states.   For all assessment  notifications received, the  Company has accrued
for those assessments.


6.  Plan of Liquidation and Dissolution of Affiliates. 

The Board of Directors of CIC, ITI and UGIC ("the  Affiliates"), by resolution
adopted at  their  meetings  of  the  Board of  Directors  on  June  7,  1994,
unanimously approved a Plan of Liquidation  and Dissolution ("the Plan").   An
affirmative vote of the  majority of the outstanding shares of  the Affiliates
was  received from shareholders  at a Special  Meeting of Shareholders  of the
Affiliates on August 15, 1995.  Each affiliate was the indirect owner of FCC's
common  stock.  The only assets held  by the Affiliates, prior to dissolution,
was stock  in its  subsidiary.   Each shareholder  of the  Affiliates now  own
directly the same proportionate share of FCC's common stock.

The  liquidation and dissolution  of the  Affiliates significantly streamlined
the  organization of  the  UTI holding  company  system  by eliminating  three
holding companies from  the system.   The elimination of  the Affiliates  will
reduce filing fees  and administrative expenses of the  holding company system
associated  with the continued existence of such companies, including fees and
expenses in  connection  with the  filing of  annual,  quarterly and  periodic
reports with  the Securities and  Exchange Commission  and mailings to  public
shareholders.  UTG owns approximately 72% of the common stock of FCC.

                                      12
<PAGE>


Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The purpose of this section is to discuss and analyze the  Company's financial
condition,  changes in  financial condition  and results  of  operations which
reflect the performance  of the Company.  The information  in the consolidated
financial statements and related notes should be read in conjunction with this
section.


LIQUIDITY AND CAPITAL RESOURCES:


HOLDING COMPANY OPERATIONS

The  payment  of  cash  dividends  to  shareholders  by  UTI  is  not  legally
restricted.  At September 30, 1995 and December 31, 1994, substantially all of
consolidated  stockholders' equity  of  UTI  represented  net  assets  of  its
subsidiaries.   UTI  has  limited day  to  day operations  of its  own.   Cash
requirements of UTI  primarily relate to  the payment  of expenses related  to
maintaining  the Company as  a corporation in  good standing with  the various
regulatory bodies  which govern  corporations in the  jurisdictions where  the
Company  does business.    UTI is  able to  meet  its cash  needs through  its
management agreement  with UII,  income received on  invested assets  and cash
balances.   Insurance  company dividend  payments are  regulated by  the state
insurance  department   where  the  company  is  domiciled.     UG's dividend 
limitations are described below.

Ohio domiciled insurance companies require five days prior notification to the
insurance commissioner  for the  payment of  an ordinary  dividend.   Ordinary
dividends are defined as the greater of:  a)  prior year statutory earnings or
b) 10%  of statutory capital  and surplus.   For the  year ended December  31,
1994,  UG had a statutory gain from operations of $1,621,000.  At December 31,
1994, UG statutory capital and  surplus amounted to $7,683,000.  Extraordinary
dividends (amounts  in excess of ordinary dividend  limitations) require prior
approval of  the insurance commissioner and  are not restricted to  a specific
calculation as to amount.

The Company's Senior Debt bears interest at a variable per annum rate equal to
1% over the variable per annum rate of interest most recently announced by the
First  Bank of Missouri  as its "Base  Rate".  As  of September 30,  1995, the
interest  rate on the senior debt  had increased to 9  3/4% compared to 7% one
year ago.    On  December 2,  1994,  the  Company prepaid  $2,000,000  of  the
$2,900,000 scheduled principal  payment due June 1,  1995.  On March  1, 1995,
the Company  prepaid  the remaining  $900,000 of  the June  1, 1995  scheduled
principal payment.  The next scheduled principal payment is not due until June
1, 1996.  The principal amount of the Company Senior Debt to outside parties
was $11,300,000 and $10,700,000 at December 31, 1994, and  September30, 1995,
respectively.

Management believes that it will be able to continue to service this debt in
the future.
                                        13
<PAGE>



INSURANCE OPERATIONS

The  primary sources of liquidity for the insurance subsidiaries include their
operating  cash  flows,  financing  cash  flows,  dividends,   and short-term
investments, which principally  consist of certificates of  deposit. The  net 
cash provided by  (used in) operating activities equalled ($5,451,000) during 
the first nine months of 1995,  compared to $2,354,000 inthe same  period one 
year ago.

The net cash used in investing activities equalled $2,549,000 during the first
nine months of 1995, compared to $26,265,000  as of September 30, 1994.  As of
September 30, 1995, the Company has $15,623,000 in cash and cash  equivalents,
which represents 4% of total assets.  

Other principal  sources of liquidity  available to  the Company are  invested
assets.  Sources  available are $425,000 of short-term investments, $2,988,000
of investments  held for sale  at market and $1,877,000  of equity securities.
Other sources are maturities of the fixed maturity portfolio.  As of September
30, 1995, the  Company had $9,226,000 of fixed maturities  matured compared to
$20,293,000 in the same period one year ago. 
 
The  principal  requirement for  liquidity  in connection  with  the Company's
insurance  operations  is its  contractual  obligations  to policyholders  and
annuitants, including  payments of surrender benefits, policyholder dividends,
claims  under outstanding insurance policies  and annuities, and policy loans.
Policyholder surrender benefits totalled $11,877,000 as of September 30, 1995,
and  $13,282,000  as of  September 30, 1994.   The  Company believes  that it
maintains  adequate  liquidity  to  pay anticipated benefits and claims to
policyholders and annuitants.

The  Company  had net  cash  provided by  (used  in)  operating activities  of
$(5,451,000) and $2,354,000  as of September 30, 1995  and 1994, respectively.
The net cash provided by (used in)  operating activities, interest credited to
account  balances  and net  policyholder  contract deposits  of  the Company's
insurance subsidiaries after the payment of policyholder withdrawals, equalled
$7,078,000 and $8,895,000 as September 30, 1995 and  1994, respectively.  This
measurement of cash flow indicates  the performance of the Company's insurance
operations as well  as the Company's universal life production.   The decrease
in 1995 compared to 1994 is due to a decline in first year premium production.

Policy acquisition costs deferred  decreased significantly when comparing  the
first  nine months of 1995 to 1994.  The  decrease is due to two factors.  The
decline in first  year production as was discussed in the operating activities
of the Company.  The  decline is also the result of a change in the commission
structure.  The commission structure was changed in reference to the  products
that are being marketed currently compared to the first nine months of 1994.

Management believes that the overall sources of liquidity available to the
Company will continue to be more than sufficient to satisfy its financial
obligations and operating expenses.

                                      14
<PAGE>



Results of Operations

Year-to-date 1995 compared to 1994:
(a)  Revenues:

Revenues increased  3% during first nine  months of 1995 compared  to the same
period of  one year ago.   The increase  in net investment  income contributed
significantly to the increase in revenues.

Premium income, net of reinsurance, decreased 4%  during the first nine months
of 1995 compared to the same  period of 1994.  The decrease in  premium income
was expected by management.   In late 1994, the Company discontinued marketing
the  traditional and interest  sensitive whole life products.   The Company is
currently marketing three  universal life insurance products.   Universal life
insurance products  contribute only cost  of insurance charges to  the premium
income line item.

Other considerations,  net of reinsurance, consisting  of administrative loads
charged  on  interest  sensitive  whole  life  and  universal  life  products,
increased  10% for the first nine months of 1995 compared to first nine months
of 1994.   The Company is currently  marketing three universal life  products.
In  late 1994, the Company  discontinued marketing the  traditional whole life
and interest sensitive whole life insurance products.  

Net  investment income  increased  8% during  the  first nine  months  of 1995
compared to the same period one year ago.  The increase is attributable to the 
Company investing  a significant portion  of its cash and cash equivalents in
long term fixed maturities and mortgage loans during March and April of  1994.


The Company's investments are generally managed to match related insurance and
contract holder liabilities.   The overall annualized gross  investment yields
as of third  quarter 1995 and 1994,  are 7.18% and  7.20%, respectively.   The
comparison of investment return with insurance or investment product crediting
rates establishes an interest spread.  Minimum interest spreads between earned
and credited  rates  are  1%  to  1.5%.    The  Company  continually  assesses
investment yields, and when necessary takes action to reduce credited interest
rates on its insurance products to preserve targeted spreads.   Credited rates
are established  by the  Board of Directors.   Over 60%  of the  insurance and
investment product reserves are  crediting 5% or less  in interest and 39%  of
the insurance and  investment product reserves  are crediting 5.25%  to 6%  in
interest.   It  is expected  that the  monitoring of  the interest  spreads by
management  will  provide  the  necessary margin  to  adequately  provide  for
associated costs on insurance policies that the Company  has in force and will
write in the future.

The  Company  realized $108,000  of investment  losses  during the  first nine
months of 1995 compared to realized investment losses of $1,082,000 in the
same period  in 1994.   Realized investment losses in the current  period are
attributable  to securities in the bond portfolio that were called  by the 
issuer prior  to maturity.  The  realized investment  losses in  the previous 
period was due  in part to $628,000  on foreclosed real estate.  The realized 
loss in the previous period was atttributable to real estate sales activity 
in the same geographic area as the Company's foreclosed real estate.

                                      15
<PAGE>

(b)  Expenses:  

Expenses increased 5%  during the first nine  months of 1995, compared  to the
same  period in  1994.   The increase in  expenses is  due to  the increase in
commissions  and  amortization  of   deferred  policy  acquisition  costs  and
operating expenses.

Life benefits and reinsurance  benefits and claims increased 2% for  the first
nine  months of 1995,  compared to  the same  period in 1994.   There  are two
factors that contributed to  decrease life benefits.  The first factor is that
the Company's  mortality experience decreased  $592,000 in the  current period
compared to  the previous period.   The second factor that  is contributing to
decrease  life and annuity benefits  is that the Company  in 1994, lowered the
interest rates credited on its  interest sensitive, universal life and annuity
products to a 6% interest rate.  This has resulted in a lower reserve increase
on these products  than was experienced in the prior year  as a lower interest
rate is  being credited  to the  policies involved.   The  life insurance  and
annuity products  are  continuing  to credit  interest  at  6% in  1995.    By
maintaining the credited interest  rates at 6%, it has enabled  the Company to
achieve larger interest spreads. 

There is  one item  that contributed to  increase life  benefits.  During  the
third quarter of 1994, UG became aware that certain new insurance business was
being solicited by  certain agents and issued to individuals considered to be
not insurable  by Company  standards.   These policies  had a  face amount of 
$22,700,000 and represent less than 1/2 of 1% of the insurance in force of the
Company.   Management's analysis of the  business in force indicates  that the 
expected death claims on the business in force to be adequately covered by the
mortality  assumptions  inherent in  the  calculation  of statutory reserves. 
Nevertheless, management has  determined it is in the best interest of the 
Company to attempt to acquire as many of the policies as possible.  As of 
September 30, 1995, there remained policies which represented $4,728,000 of 
the original face amount of these policies which the Company has either
determined that the insurer has bad health or the owners have not yet been
contacted by the Company regarding a possible repurchase of the insurance
policy.

During 1994, the  Company authorized $1,250,000  for the acquisition  of these
policies.  At  December 31, 1994, the  Company had $227,961 remaining  for the
purchase  of these policies.  Through September  30, 1995, the Company paid an
additional $562,000  for the  acquisition of  these policies  and $596,000  in
in legal fees that is reported in the general expense line item.

Dividends  to  policyholders increased  18%  for  first  nine months  of  1995
compared to the  same period for 1994.  USA  continued to market participating
policies through most of 1994.  Management expects dividends to policyholders
will continue to increase in the future.  A portion of the Company's insurance
in  force is participating insurance.  A significant portion of the 
participating business is  relatively newerbusiness.  The  dividend scale for 
participating  policies  increasessignificantly  in  the  early years.    The 
dividend scale is  subject toapproval  of the Board  of Directors and may  be
changed at their discretion. The Company no longer markets any participating 
policies.

                                    16
<PAGE>


Commissions and  amortization of deferred  policy acquisition costs  increased
significantly for the first nine months of 1995 compared to the same period of
1994.  The products that are currently being marketed are designed differently
than the products offered one year ago.  The current products do not defer as
much acquisition costs for future periods.      

Operating expenses  increased 20% for the  period.  There  are several factors
that  are  contributing  to  the  increase  in operating  expenses.    Through
September  30,  1995,  the  Company  paid  $596,000  in  legal  fees  for  the
acquisition  of certain  policies  and the  defense of  related  legal issues.
Please refer to  the notes to  the consolidated  financial statements and  the
analysis of life benefits expense in the management's discussion and  analysis
for a detailed explanation.

The  other factor contributing to  the increase in  operating expenses is that
the portfolio  of products  currently being  marketed does  not defer  as much
acquisition costs for future periods.

Management continues  its efforts  to  reduce operating  costs and  streamline
operations.  The Company was able to streamline its operations by reducing the
number of companies  through a series of mergers  and the sale of F&R.   As of
September 30, 1995, the Company controls four insurance companies. 

Interest expense  increased  slightly when  comparing  the current  period  to
previous period.  The interest  rate on the senior debt is the  prime interest
rate plus  an additional  1%  of interest.   As  of  September 30,  1995,  the
interest rate  on the senior debt had  increased to 9 3/4%  compared to 7% one
year ago.   The Company has reduced its senior debt $2,900,000 within the last
twelve months.


(c)  Net loss:

The Company recorded  net losses of $312,000  during the first nine  months of
1995 compared to $1,036,000  for the same period in 1994.   The improvement in
results is attributable to the increase in net investment income, a decrease
in  mortality experience, the  credit for income taxes and the improvement of 
the equity loss from investees.

Third quarter 1995 compared to third quarter 1994:

(a)  Revenues:

Revenues increased  9% during  third quarter  1995 compared  to third  quarter
1994.  The improvement of realized investment losses and the increase in other
income contributed significantly to the increase in revenues.

Premium income, net of  reinsurance, decreased 2% during the  third quarter of
1995 compared to the third quarter of 1994.  The decrease in premium income
was expected by management.  In late 1994, the Company discontinued marketing
the traditional  and interest sensitive whole  life products.   The Company is 
currently  marketing three universal life  insurance products. Universal life 
insurance  products contribute only cost  of insurance charges to the premium 
income line item.

                                    17
<PAGE>


Other considerations, net of  reinsurance, consisting of administrative  loads
charged on interest  sensitive and universal life products,  increased 15% for
the third  quarter  1995 compared  to  third quarter  1994.   The  Company  is
currently  marketing three universal life products.  In late 1994, the Company
discontinued marketing the traditional and interest sensitive products. 

Net investment income increased 3%  during the third quarter of  1995 compared
to third quarter 1994.  The increase is attributable  to the Company investing
a  significant portion of  its cash  and cash  equivalents in long  term fixed
maturities and mortgage loans during March and April of 1994.  

The Company's investments are generally managed to match related insurance and
contract holder liabilities.   The overall annualized gross  investment yields
as of  third quarter 1995  and 1994, are 7.18%  and 7.20%, respectively.   The
comparison of investment return with insurance or investment product crediting
rates establishes an interest spread.  Minimum interest spreads between earned
and  credited  rates  are  1%  to  1.5%.    The Company  continually  assesses
investment yields, and when necessary takes action to reduce credited interest
rates on its insurance products to  preserve targeted spreads.  Credited rates
are  established by the  Board of  Directors.  Over  60% of the  insurance and
investment product reserves are  crediting 5% or less  in interest and 39%  of
the insurance and  investment product reserves  are crediting  5.25% to 6%  in
interest.   It  is expected  that the  monitoring of  the interest  spreads by
management will  provide  the  necessary  margin  to  adequately  provide  for
associated costs on insurance  policies that the Company has in force and will
write in the future. 

The Company realized $116,000 of investment losses during the third quarter of
1995 compared to realized investment losses of $870,000 in the same period  in
1994.   Realized investment losses in  the current period are  attributable to
securities in the bond portfolio that were called by the issuer prior to
maturity.  The realized investment losses  in the previous period were due  in
part to $628,000 on foreclosed real estate.  The realized loss in the previous
period was atttributable to real estate sales activity in the same  geographic
area as the Company's foreclosed real estate.  


(b)  Expenses:  

Expenses  decreased 12%  during the third  quarter of 1995,  compared to third
quarter  1994.   The  decrease  in expenses  is due  to  the decrease  in life
benefits.

Life benefits  and reinsurance  benefits and  claims decreased  27% for  third
quarter of 1995, compared to the same period in 1994.  The Company's mortality
experience decreased $895,000  in the current period compared  to the previous
period.   Another factor  that is  contributing to  decrease life  and annuity
benefits is that  the Company in 1994, lowered the  interest rates credited on
its interest sensitive,  universal life and annuity products to  a 6% interest
rate.  This  has resulted in a  lower reserve increase on  these products than 
was experienced in the prior  year as a lower interest rate is being credited
to the policies  involved.    The life  insurance  and annuity products  are 
continuing to credit  interest at  6% in 1995.   By maintaining the  credited 
interest rates  at 6%, it has  enabled the Companyto  achieve larger interest 
spreads. 

                                     18
<PAGE>


During  the third quarter of 1994, UG  became aware that certain new insurance
business  was being  solicited by  certain  agents and  issued to  individuals
considered  to be not  insurable by Company  standards.  These  policies had a
face amount of $22,700,000 and represent less than 1/2 of 1% of the insurance
in force of the Company.   Management's analysis of the business in force 
indicates  that the  expected death  claims  on the  business in force  to be 
adequately covered by the mortality assumptions inherent in thecalculation of 
statutory reserves.  Nevertheless, management has determined itis in the best 
interest of  the Company  to attempt  to acquire as  many of the policies  as 
possible.  As of September 30, 1995, there remained policies which represented
$4,728,000 of the original face amount of these policies which the Company has
either determined that the insurer has bad health or the owners have not yet
been contacted by the Company regarding a posible repurchase of the insurance
policy.

During 1994,  the Company authorized  $1,250,000 for the acquisition  of these
policies.  At December  31, 1994, the Company  had $227,961 remaining for  the
purchase of  these policies.  Through September 30,  1995, the Company paid an
additional  $562,000 for  the acquisition  of these  policies and  $596,000 in
legal  fees that is reported in the general  expense line item.  The impact of
legal fees in the current quarter is $133,000.     
 
Dividends  to policyholders increased 14%  for third quarter  1995 compared to
the same period for 1994.  USA continued to market participating  policies
through most of 1994.  Management expects dividends to policyholders will
continue to increase in the future.  A  portion of the Company's insurance in
force is participating insurance.   A significant portion of the participating
business is relatively newer business.  The dividend scale for participating 
policies increases  significantly in the early  years.  The dividend scale is
subject to approval  of the  Board of Directors  and may be changed at  their 
discretion.  The Company no longer markets any participating policies. 

Commissions and  amortization of deferred  policy acquisition costs  decreased
slightly for  third quarter 1995  compared to the  same period  of 1994.   The
products  that are currently being marketed  are designed differently than the
products offered  one year ago.   The  current products do  not defer as  much
acquisition costs for future periods.      

Operating  expenses decreased  4% for  the period.   Management  continues its
efforts to  reduce operating costs and streamline operations.  The Company was
able to streamline its operations by  reducing the number of companies through
a series  of mergers  and the sale  of F&R.   As  of September  30, 1995,  the
Company controls four insurance companies. 

There  are several factors  that contributed  to increase  operating expenses.
The first factor  is related  to increased legal  fees incurred regarding  the
legal matters  discussed in the Notes  to the Financial Statements  and in the
earlier discussion of life  benefits.  Another factor that  is contributing to
increase operating expenses is that the portfolio  of products currently being
marketed do not defer as much acquisition costs for future periods. 

                                     19
<PAGE>


Interest expense increased 5% for 1995 compared to 1994.  The interest rate on
the senior debt  is the prime interest rate plus an additional 1% of interest.
As of  September 30, 1995, the interest rate on  the senior debt had increased
to 9  3/4% compared to 7%  one year ago.   The Company has  reduced its senior
debt $2,900,000 within the last twelve months.


(c)  Net (loss) income:

The Company recorded a net gain of  $198,000 during the third quarter of  1995
compared  to  net losses  of  $515,000  for the  same  period  in 1994.    The
improvement in results  is attributable to the decrease  in mortality expenses
in life benefits.


FINANCIAL CONDITION


(a)  Assets:

The Company's financial position at September 30, 1995, reflected  an increase
in assets and liabilities compared to December 31, 1994.   

As of September 30, 1995, and December 31, 1994, invested assets represented
approximately  66% of consolidated  assets.  As  of September  30, 1995, fixed
maturities and  investments held  for sale represented  79% of  total invested
assets.  

Invested  assets changed very  little through  third quarter 1995  compared to
December  31, 1994.    The Company  acquired  $1,000,000  of American  General
Capital  Corporation's preferred  stock.  Mortgage  loans declined  10% due to
refinancing activity.   The  Company does  not actively  solicit new  mortgage
loans.

Other  accounts and notes receivable decreased  $289,000 at September 30, 1995
compared to December  31, 1994.  The  decrease is due  to a change in  Company
policy during 1994 as  to how the agents  are advanced on submitted  insurance
applications.   The change  in Company  policy enables  the Company  to better
control advances made to agents.

Deferred  policy acquisition  costs  ("DPAC") increased  3% through  the third
quarter of 1995 compared to December 31,  1994.  DPAC will increase due to new
business and  will decrease  due to amortization  in relation to  insurance in
force.     The  products  that  are  currently  being  marketed  are  designed
differently than the products offered  one year ago.  The current  products do
not defer as much acquisition costs for future periods.  

Cost  of insurance acquired, value  of agency force and cost  in excess of net
assets purchased decreased  as expected  by management  through third  quarter
1995 compared to December 31, 1994.

                                      20
<PAGE>



(b)  Liabilities:

Liabilities  increased 2% through third  quarter of 1995  compared to December
31,  1994.   Future policy  benefits represented 78%  of total  liabilities at
September 30, 1995  and at  December 31, 1994.   Future  policy benefits will
increase related to growth in and duration of insurance in force  and decrease 
from reserves released on deaths and other policy terminations.

Policyholders' dividend  accumulations increased 9%  through third quarter  of
1995 compared  to December 31,  1994.  The  policyholder dividend accumulation
originates from the  policyowner selecting the  option to have  their dividend
deposited  with  the  insurance  company  to  accumulate  with  interest.    A
significant  portion  of  the  participating  business   is  relatively  newer
business.     The  dividend   scale  for   participating  policies   increases
significantly in the early years.   The dividend scale is subject  to approval
of the Board of Directors and may be changed at their discretion.  The Company
no longer markets any participating policies. 

Deferred income taxes decreased approximately 6% through third quarter of 1995
compared to December 31, 1994.  A deferred tax liability is recognized for the
estimated  future  tax  effects  attributable  to  temporary  differences  and
carryforwards.  The  measurement of this liability  is based on provisions  of
the enacted tax law.  Primary items affecting deferred taxes of the Company
are cost of insurance acquired,  deferred policy acquisition costs and future
policy benefits.

Notes payable decreased $604,000 through third quarter of 1995 compared to
December  31, 1994.   On  March 1,  1995,  the Company  prepaid the remaining 
$900,000 of the June 1, 1995 scheduled principal payment.  Nopayments are due on
Company debt until June 1996.   


(c)  Shareholders' Equity:

Overall shareholders' equity decreased 1%  through third quarter 1995 compared
to  December 31,  1994.    Unrealized depreciation  of  equity securities  and
investments  held for sale improved due to  the general decline in bond yields
in the market place.  The decline in bond yields has improved the market value
of the  Company's holdings of investments  held for sale at  market.  Retained
earnings experienced a decline due to the operating results of the Company. 


FUTURE OUTLOOK  

Factors  expected to  influence life  insurance industry  growth include:   1)
competitive  pressure  among   the  large  number  of  existing   firms;    2)
competition  from financial  service companies,  as they  seek to  expand into
insurance products;  3)  customers'  changing needs for new types of insurance
products;   4)  customers' lack of confidence in the entire industry as a
result of the recent highly visible failures;  and 5)  uncertainty concerning
the  future regulation  of  the  industry.   Growth  in demand  for insurance
products will depend on  demographic variables such  as incomegrowth,  wealth 
accumulation, populations and workforce changes.

                                      21
<PAGE>
 


                          PART II.  OTHER INFORMATION


Item 1.  Legal proceedings

S.D., et  al. v. Universal  Guaranty Life Insurance Company.   (U.S.D.C., N.D.
Ga., 1995, 195-CV-0454-GET).

A  lawsuit was filed against UG in February, 1995 on behalf of four applicants
for insurance  and a  potential class  of other  applicants.   The  plaintiffs
alleged that UG  violated Title III of the Americans  With Disabilities Act of
1990 (the "ADA")  by discriminating against the plaintiffs  in connection with
the  issuance  of insurance  policies by  requiring  the plaintiffs  to submit
additional medical evidence not required of others.

The plaintiffs allege that  UG's requirement of a blood test  violated the ADA
by discriminating against  each of the plaintiffs of the  basis of a perceive
disability which resulted in the denial of an insurance policy.

In addition to  the ADA violation,  plaintiffs allege a  violation of  Georgia
Insurance Regulations  with  regard to  procedures  for obtaining  information
regarding an applicant's HIV/AIDS status.

The  plaintiffs  seek  relief in  the  form  of  requiring  UG to  reopen  the
plaintiffs' insurance  applications and process those  applications, enjoining
UG from requiring  blood tests from the plaintiffs, directing UG to issue life
insurance policies as applied for, and awarding the plaintiffs and other class
members costs, expenses, and reasonable attorneys' fees pursuant toTitle III 
of the ADA. 

UG  has filed an Answer to  this potential class action.   UG believes that it
has  no liability to any of the  plaintiffs, or other potential class members,
and intends to defend the lawsuit vigorously.  In  June 1995, summary judgment
was granted to dismiss the case.

Jeffrey  Ploskonka, Keith  Bohn and  Paul Phinney  v. Universal  Guaranty Life
Insurance Company  (Circuit  Court of  the Seventh  Judicial Circuit  Sangamon
County, Illinois Case No.:  95-L-0213)

On March 9, 1995 a lawsuit was filed against Universal Guaranty Life Insurance
on behalf  of three  insureds and a  potential class of  other insureds.   The
Plaintiffs  allege that  UG violated the  insurance contract  in attempting to
cancel   life  insurance  contracts.    Additionally,  the  Plaintiffs  assert
violations  of  Illinois law  alleging  vexations  and unreasonable  insurance
practices,  breach of duty of  good faith and fair  dealing, and that Illinois
consumer  fraud laws  have  been violated.   The  Plaintiffs  seek unspecified
compensatory damages, injunctive relief, attorneys' fees, statutory damages in
an  amount up  to $25,000.00,  punitive  damages of  $1,000,000.00, and  other
equitable relief.  UG  filed an Answer to this lawsuit in  May 1995, asserting
various defenses and reserving the right to assert counterclaims.  UG has also
filed  motions to dismiss certain allegations  and claims made in the lawsuit.
UG believes it has no  liability to any of the plaintiffs, or other potential
class  members, and intends to defend the lawsuit vigorously.   In June 1995,
the court conditionally certified a class of non-settling insureds.

                                      22
<PAGE>


                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act  of 1934, the
registrant  has duly caused  this report  to be  signed on  its behalf  by the
undersigned thereunto duly authorized.


                              UNITED TRUST, INC.
                                 (Registrant)


Date  November 10, 1995             By /s/ Thomas F. Morrow 
                                       Thomas F. Morrow, Chief Operating
                                       Officer, President, Treasurer
                                       and Director





Date  November 10, 1995             By /s/ James E. Melville
                                       James E. Melville, Chief Financial
                                       Officer and Senior Executive Vice
                                       President
                                             
                                        23
<PAGE>


<TABLE> <S> <C>

<ARTICLE> 7
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995             DEC-31-1994
<PERIOD-END>                               SEP-30-1995             SEP-30-1995
<DEBT-HELD-FOR-SALE>                         2,988,146               3,337,672
<DEBT-CARRYING-VALUE>                      186,835,952             184,590,646
<DEBT-MARKET-VALUE>                        186,986,521             172,822,882
<EQUITIES>                                   1,877,477                 911,012
<MORTGAGE>                                  14,309,461              15,822,056
<REAL-ESTATE>                               12,056,279              11,737,847
<TOTAL-INVEST>                             240,430,255             238,707,966
<CASH>                                      15,622,657              11,697,067
<RECOVER-REINSURE>                          14,442,862              13,919,626
<DEFERRED-ACQUISITION>                      10,978,665              10,634,476
<TOTAL-ASSETS>                             365,414,614             364,258,830
<POLICY-LOSSES>                                      0                       0
<UNEARNED-PREMIUMS>                                  0                       0
<POLICY-OTHER>                             241,967,059             234,875,800
<POLICY-HOLDER-FUNDS>                       18,513,154              17,438,768
<NOTES-PAYABLE>                             21,448,910              22,053,289
<COMMON>                                       373,519                 373,119
                                0                       0
                                          0                       0
<OTHER-SE>                                  21,296,818              21,495,976
<TOTAL-LIABILITY-AND-EQUITY>               365,414,614             364,258,830
                                   7,072,052              23,755,429
<INVESTMENT-INCOME>                          3,747,069              11,440,748
<INVESTMENT-GAINS>                           (115,524)               (108,256)
<OTHER-INCOME>                               1,126,324               3,369,841
<BENEFITS>                                   5,978,795              23,190,558
<UNDERWRITING-AMORTIZATION>                  1,350,662               4,867,646
<UNDERWRITING-OTHER>                         4,380,071              12,714,492
<INCOME-PRETAX>                                120,393             (2,314,934)
<INCOME-TAX>                                 (214,525)             (1,240,694)
<INCOME-CONTINUING>                            198,464               (312,094)
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                   198,464               (312,094)
<EPS-PRIMARY>                                      .01                   (.02)
<EPS-DILUTED>                                      .01                   (.02)
<RESERVE-OPEN>                                       0                       0
<PROVISION-CURRENT>                                  0                       0
<PROVISION-PRIOR>                                    0                       0
<PAYMENTS-CURRENT>                                   0                       0
<PAYMENTS-PRIOR>                                     0                       0
<RESERVE-CLOSE>                                      0                       0
<CUMULATIVE-DEFICIENCY>                              0                       0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission