UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-16867
UNITED TRUST, INC.
(Exact name of registrant as specified in its charter)
ILLINOIS 37-1172848
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5250 SOUTH SIXTH STREET
P.O. BOX 5147
SPRINGFIELD, IL 62705
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (217) 241-6300
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 for 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
[ ]
The number of shares outstanding of the registrant's common stock as of
July 31, 1998 was 1,627,200.
1
<PAGE>
UNITED TRUST, INC,
FORM 10-Q/A
INDEX
PART I - FINANCIAL INFORMATION 3
ITEM 1. FINANCIAL STATEMENTS 3
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX AND THREE
MONTHS ENDED JUNE 30, 1998 3
AMEND TO INCLUDE WEIGHTED AVERAGE SHARES OUTSTANDING. 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3
AMEND NOTE 9. PENDING CHANGE IN CONTROL OF UNITED TRUST,
INC. 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 3
AMEND TO REPLACE IN ITS ENTIRETY ALL TEXT CONTAINED UNDER THE
SUB CAPTION "PENDING CHANGE IN CONTROL OF UNITED TRUST, INC." 4
PART II - OTHER INFORMATION 4
ITEM 5. OTHER INFORMATION 4
AMEND TO REPLACE IN ITS ENTIRETY ALL TEXT CONTAINED UNDER THE
SUB CAPTION "PENDING CHANGE IN CONTROL OF UNITED TRUST, INC." 4
SIGNATURES 5
EXHIBIT 27 - FINANCIAL DATA SCHEDULE 6
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX AND THREE MONTHS ENDED
JUNE 30, 1998
AMEND TO INCLUDE WEIGHTED AVERAGE SHARES OUTSTANDING.
<TABLE>
Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Basic Weighted
Average Shares
Outstanding 1,627,200 1,869,940 1,627,870 1,870,016
Diluted Weighted
Average Shares
Outstanding 1,833,562 1,871,502 1,834,232 1,871,578
</TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AMEND NOTE 9. PENDING CHANGE IN CONTROL OF UNITED TRUST, INC.
On April 30, 1998, UTI and First Southern Funding, a Kentucky corporation
("FSF"), signed a Definitive Agreement ("the FSF Agreement") whereby FSF
will make an equity investment in UTI. Mr. Jesse T. Correll who signed the
initial letter of intent with UTI dated February 19, 1998, is the majority
shareholder of FSF. Under the terms of the FSF Agreement, FSF will buy
473,523 authorized but unissued shares of UTI common stock for $15.00 a
share and will also buy 389,715 shares of UTI common stock that UTI
purchased during the last year in private transactions at the average price
UTI paid for such stock, plus interest, or approximately $10.00 per share.
FSF will also purchase 66,667 shares of UTI common stock and $2,560,000 of
face amount convertible bonds which are due and payable on any change in
control of UTI, in private transactions, primarily from officers of UTI.
In addition, FSF will be granted a three-year option to purchase up to
1,450,000 shares of UTI common stock for $15.00 per share.
Management of UTI intends to use the equity that is being contributed to
expand their operations through the acquisition of other life insurance
companies. The transaction is subject to the receipt of regulatory and
other approvals; and the satisfaction of certain conditions. The
transaction is not expected to be completed during the third quarter 1998,
and there can be no assurance that the transaction will be completed. The
pending change in control of UTI is not contingent upon the merger of UTI
and UII.
FSF is an affiliate of First Southern Bancorp, Inc., a bank holding company
that owns five banks that operate out of 14 locations in central Kentucky.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
3
<PAGE>
AMEND TO REPLACE IN ITS ENTIRETY ALL TEXT CONTAINED UNDER THE SUB CAPTION
"Pending Change in control of United Trust, Inc."
Pending Change in Control of United Trust Inc.
On April 30, 1998, UTI and First Southern Funding, a Kentucky corporation
("FSF"), signed a Definitive Agreement ("the FSF Agreement") whereby FSF
will make an equity investment in UTI. Mr. Jesse T. Correll who signed the
initial letter of intent with UTI dated February 19, 1998, is the majority
shareholder of FSF. Under the terms of the FSF Agreement, FSF will buy
473,523 authorized but unissued shares of UTI common stock for $15.00 a
share and will also buy 389,715 shares of UTI common stock that UTI
purchased during the last year in private transactions at the average price
UTI paid for such stock, plus interest, or approximately $10.00 per share.
FSF will also purchase 66,667 shares of UTI common stock and $2,560,000 of
face amount convertible bonds which are due and payable on any change in
control of UTI, in private transactions, primarily from officers of UTI.
In addition, FSF will be granted a three-year option to purchase up to
1,450,000 shares of UTI common stock for $15.00 per share.
Management of UTI intends to use the equity that is being contributed to
expand their operations through the acquisition of other life insurance
companies. The transaction is subject to the receipt of regulatory and
other approvals; and the satisfaction of certain conditions. The
transaction is not expected to be completed during the third quarter 1998,
and there can be no assurance that the transaction will be completed. The
pending change in control of UTI is not contingent upon the merger of UTI
and UII.
FSF is an affiliate of First Southern Bancorp, Inc., a bank holding company
that owns five banks that operate out of 14 locations in central Kentucky.
PART II - OTHER INFORMATION
ITEM 5. OTHER INFORMATION
AMEND TO REPLACE IN ITS ENTIRETY ALL TEXT CONTAINED UNDER THE SUB CAPTION
"Pending Change in control of United Trust, Inc."
Pending Change in Control of United Trust Inc.
On April 30, 1998, UTI and First Southern Funding, a Kentucky corporation
("FSF"), signed a Definitive Agreement ("the FSF Agreement") whereby FSF
will make an equity investment in UTI. Mr. Jesse T. Correll who signed the
initial letter of intent with UTI dated February 19, 1998, is the majority
shareholder of FSF. Under the terms of the FSF Agreement, FSF will buy
473,523 authorized but unissued shares of UTI common stock for $15.00 a
share and will also buy 389,715 shares of UTI common stock that UTI
purchased during the last year in private transactions at the average price
UTI paid for such stock, plus interest, or approximately $10.00 per share.
FSF will also purchase 66,667 shares of UTI common stock and $2,560,000 of
face amount convertible bonds which are due and payable on any change in
control of UTI, in private transactions, primarily from officers of UTI.
In addition, FSF will be granted a three-year option to purchase up to
1,450,000 shares of UTI common stock for $15.00 per share.
Management of UTI intends to use the equity that is being contributed to
expand their operations through the acquisition of other life insurance
companies. The transaction is subject to the receipt of regulatory and
other approvals; and the satisfaction of certain conditions. The
transaction is not expected to be completed during the third quarter 1998,
and there can be no assurance that the transaction will be completed. The
pending change in control of UTI is not contingent upon the merger of UTI
and UII.
FSF is an affiliate of First Southern Bancorp, Inc., a bank holding company
that owns five banks that operate out of 14 locations in central Kentucky.
4
<PAGE>
SIGNATURES
The undersigned registrant hereby amends the following items, financial
statements, exhibits, or other portions of its June 30, 1998 filing of Form
10-Q as set forth on the index page:
Each amendment as shown on the index page is amended to
replace the existing item, statement or exhibit
reflected in the June 30, 1998 Form 10-Q filing.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant duly caused this amendment to be signed on its behalf by the
undersigned , thereunto duly authorized.
UNITED TRUST, INC.
(Registrant)
Date: October 9, 1998 By /s/ James E. Melville
James E. Melville
President, Chief Operating Officer
and Director
Date: October 9, 1998 By /s/ Theodore C. Miller
Theodore C. Miller
Senior Vice President
and Chief Financial Officer
5
<PAGE>
EXHIBIT 27 - FINANCIAL DATA SCHEDULE
<TABLE> <S> <C>
<ARTICLE> 7
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1997
<PERIOD-END> JUN-30-1998 JUN-30-1997
<DEBT-HELD-FOR-SALE> 1,580,941 1,668,630
<DEBT-CARRYING-VALUE> 178,137,161 180,970,333
<DEBT-MARKET-VALUE> 182,281,827 184,782,568
<EQUITIES> 2,405,955 3,001,744
<MORTGAGE> 9,670,902 9,469,444
<REAL-ESTATE> 11,153,436 11,485,276
<TOTAL-INVEST> 217,656,349 222,601,494
<CASH> 22,831,099 16,105,933
<RECOVER-REINSURE> 41,017,753 41,343,184
<DEFERRED-ACQUISITION> 50,365,578 52,123,608
<TOTAL-ASSETS> 348,798,922 349,299,824
<POLICY-LOSSES> 0 0
<UNEARNED-PREMIUMS> 0 0
<POLICY-OTHER> 249,353,796 248,805,695
<POLICY-HOLDER-FUNDS> 19,097,239 19,432,192
<NOTES-PAYABLE> 20,614,220 21,460,223
0 0
0 0
<COMMON> 32,545 32,696
<OTHER-SE> 15,265,673 15,323,922
<TOTAL-LIABILITY-AND-EQUITY> 348,798,922 349,299,824
14,342,560 15,735,168
<INVESTMENT-INCOME> 7,513,412 7,670,356
<INVESTMENT-GAINS> (402,404) (28,579)
<OTHER-INCOME> 330,257 460,579
<BENEFITS> 13,114,500 14,579,714
<UNDERWRITING-AMORTIZATION> 3,040,679 2,776,610
<UNDERWRITING-OTHER> 5,45,547 6,191,219
<INCOME-PRETAX> 183,099 289,981
<INCOME-TAX> 121,012 (127,207)
<INCOME-CONTINUING> 343,145 148,838
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 343,145 148,838
<EPS-PRIMARY> .21 .08
<EPS-DILUTED> .23 .08
<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>
