SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NUMBER 1 to
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996Commission File Number 0-16867
UNITED TRUST, INC.
(Exact name of registrant as specified in its charter)
5250 SOUTH SIXTH STREET
P.O. BOX 5147
SPRINGFIELD, IL 62705
(Address of principal executive offices, including zip code)
ILLINOIS 37-1172848
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Registrant's telephone number, including area code: (217)241-6300
Amendment No. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits, or other portions of its December 31, 1996 filing of
Form 10-K as set forth in the pages attached hereto:
Each amendment as shown on the index page is amended to
replace the existing item, statement or exhibit
reflected in the December 31, 1996 Form 10-K filing.
Changes to the original filing have been shaded for
easy identification.
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)
By: /s/ James E. Melville
James E. Melville
President and Chief
Operating Officer
By: /s/ Theodore C. Miller
Senior Vice President and
Chief Financial Officer
Date: October 9, 1998
1
<PAGE>
UNITED TRUST, INC,
FORM 10-K/A
INDEX
PART III
AMENDED IN ITS ENTIRETY 3-12
2
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
THE BOARD OF DIRECTORS
In the fiscal year ended December 31, 1996, the Board of Directors of the
Company met four times. All nominees for director attended at least 75% of
all meetings of the Board except for William Cellini.
The Board of Directors has an Audit Committee consisting of Messrs. Albin,
Geary, McKee and Larson. The Audit Committee reviews and acts or reports
to the Board with respect to various auditing and accounting matters, the
scope of the audit procedures and the results thereof, the internal
accounting and control systems of the Company, the nature of services
performed for the Company and the fees to be paid to the independent
auditors, the performance of the Company's independent and internal
auditors and the accounting practices of the Company. The Audit Committee
also recommends to the full Board of Directors the auditors to be appointed
by the Board. The Audit Committee met once in 1996.
The Board of Directors has an Executive Committee consisting of Messrs.
Melville, Morrow and Ryherd. The Executive Committee has all the powers
and authority of the Board of Directors in the management of the business
and affairs of the Company, except those powers which, by law, cannot be
delegated by the Board of Directors. The Committee must report to the
Board of Directors regarding all actions taken by the Committee. The
Committee did not meet in 1996.
The Board of Directors has a Nominating Committee consisting of Messrs.
Cook, Lovell and Morrow. The Nominating Committee reviews, evaluates and
recommends directors, officers and nominees for the Board of Directors.
There is no formal mechanism by which shareholders of the Company can
recommend nominees for the Board of Directors, although any recommendations
by shareholders of the Company will be considered. Shareholders desiring
to make nominations to the Board of Directors should submit their
nominations in writing to the Chairman of the Board no later than February
1st of the year in which the nomination is to be made. The Committee did
not meet in 1996.
The Stock Option Committee is composed of Messrs. Cellini, Dowell and
Ryherd. The Committee recommends to the Board of Directors the granting of
options to purchase shares of the Company's Common Stock to those persons
found to be eligible pursuant to the Stock Option criteria. The Committee
did not meet in 1996.
The compensation of the Company's executive officers is determined by the
full Board of Directors (see report on Executive Compensation).
Name, Age
Position with the Company, Business Experience and Other
Directorships
John S. Albin, 69
Director of the Company since 1984; farmer
in Douglas and Edgar counties, Illinois, since 1951;
Chairman of the Board of Longview State Bank since 1978;
President of the Longview Capitol Corporation, a bank
holding company, since 1978; Chairman of First National
Bank of Ogden, Illinois, since 1987; Chairman of the State
Bank of Chrisman since 1988; Director and Secretary of
Illini Community Development Corporation since 1990;
Chairman of Parkland College Board of Trustees since 1990;
board member of the Fisher National Bank, Fisher,
Illinois, since 1993.
William F. Cellini, 62
Director of FCC and certain affiliate
companies since 1984; Chairman of the Board of New
Frontier Development Group, Chicago, Illinois for more
than the past five years; Executive Director of Illinois
Asphalt Pavement Association.
Robert E. Cook, 71
Director of the Company since 1984;
President of United Fidelity, Inc. since 1990; Chairman of
the Board of Directors of First Fidelity Mortgage Company
since 1991; President of Cook-Witter, Inc., a governmental
consulting and lobbying firm with offices in Springfield,
Illinois, from 1985 until 1990.
3
<PAGE>
Larry R. Dowell, 62
Director of the Company since 1984;
cattleman and farmer in Stronghurst, Henderson County,
Illinois since 1956; member of the Illinois Beef
Association; past Board and Executive Committee member of
Illinois Beef Council; Chairman of Henderson County Board
of Supervisors since 1992.
Donald G. Geary, 73
Director of FCC and certain affiliate
companies since 1984; industrial warehousing developer and
founder of Regal 8 Inns for more than the past five years.
Raymond L. Larson, 62
Director of the Company since 1984;
cattleman and farmer since 1953; Director of the Bank of
Sugar Grove, Illinois since 1977; Board member of National
Livestock and Meat Board since 1983 and currently
Treasurer; Board member and past President of Illinois
Beef Council; member of National Cattlemen's Association
and Illinois Cattlemen's Association.
Paul D. Lovell, 65
Director of the Company since 1984;
President of Lovell Constructors, Inc., a residential
developer and builder located in Bradley, Illinois since
1970; owner of Lovell Enterprises since 1961; member of
Illinois Homebuilders Association Executive Board since
1987; assessor for Bourbonnais Township since 1966.
Dale E. McKee, 78
Director of the Company since 1984; pork
producer and farmer in Rio, Illinois, since 1947;
President of McKee and Flack, Inc., an Iowa corporation
engaged in farming since 1975; director of St. Mary's
Hospital of Galesburg since 1984.
James E. Melville, 51
Chief Financial Officer of the Company
since March 1993; Senior Executive Vice President of the
Company since September 1992; President of certain
Affiliate Companies from May 1989 until September 1991;
Chief Operating Officer of FCC from 1989 until September
1991; Chief Operating Officer of FCC from 1989 until
September 1991; Chief Operating Officer of certain
Affiliate Companies from 1984 until September 1991; Senior
Executive Vice President of certain Affiliate Companies
from 1984 until September 1989; Consultant to UTI and UTG
from March 1992 through September 1992; President and
Chief Operating Officer of certain affiliate life
insurance companies and Senior Executive Vice President of
non-insurance Affiliate Companies since September 1992.
Thomas F. Morrow, 52
President and COO of the Company since
1991, Treasurer since 1993 and a Director since 1984; Vice
Chairman and Chief Operating Officer of UII since 1992,
Director since 1987; President, Chief Operating Officer,
Treasurer and Director of UTG since 1992; Vice Chairman,
Chief Operating Officer and Director of certain affiliate
companies since 1992 and Treasurer since 1993. Mr. Morrow
has served as Vice Chairman and Director of certain
affiliate life insurance companies since 1992 as well as
having held similar positions with other affiliate life
insurance companies from 1987 to 1992.
Larry E. Ryherd, 57
Chairman of the Board of Directors and a
Director of the Company since 1984, CEO since 1991;
Chairman of the Board of UII since 1987, CEO since 1992
and President since 1993; Chairman, CEO and Director of
UTG since 1992; President, CEO and Director of certain
affiliate companies since 1992. Mr. Ryherd has served as
Chairman of the Board, CEO, President and COO of certain
affiliate life insurance companies since 1992 and 1993.
He has also been a Director of the National Alliance of
Life Companies since 1992 and is the 1994 Membership
Committee Chairman; he is a member of the American Council
of Life Companies and Advisory Board Member of its Forum
500 since 1992.
4
<PAGE>
EXECUTIVE OFFICERS OF THE COMPANY
More detailed information on the following officers of the Company appears
under Election of Directors:
Larry E. RyherdChairman of the Board and Chief Executive
Officer
Thomas F. Morrow President and Chief Operating Officer
and Treasurer
James E. Melville Senior Executive Vice President, Chief
Financial Officer
Other officer of the company is set forth below:
Name, Age Position with the Company, Business Experience and Other
Directorships
George E. Francis, 53
Secretary of the Company since February
1993; Director of certain Affiliate Companies since
October 1992; Senior Vice President and Chief
Administrative Officer of certain Affiliate Companies
since 1989; Secretary of certain Affiliate Companies since
March 1993; Treasurer and Chief Financial Officer of
certain Affiliate Companies from 1984 until September
1992.
It is with deepest sympathy that we report of the passing of Director,
Robert J. Webb. Mr. Webb was instrumental in the early formation of the
Company having served as a member of the Board of Directors over the past
twelve years.
ITEM 11. EXECUTIVE COMPENSATION
Executive Compensation Table
The following table sets forth certain information regarding compensation
paid to or earned by the Company's Chief Executive Officer and each of the
three other most highly compensated Executive Officers of the Company
during each of the Company's last three fiscal years: Compensation for
services provided by the named executive officers to the Company and its
affiliates is paid by FCC as set forth in their employment agreements.
(See Employment Contracts).
SUMMARY COMPENSATION TABLE
Annual Compensation (1)
Other Annual
Name and Compensation (2)
Principal Position Salary ($) ($)
Larry E. Ryherd 1996 400,000 17,681
Chairman of the Board 1995 400,000 13,324
Chief Executive Officer 1994 400,000 7,909
Thomas F. Morrow 1996 300,000 21,405
President, Chief 1995 300,000 16,654
Operating Officer 1994 300,000 9,886
James E. Melville 1996 237,000 27,537
Sr. Executive Vice 1995 237,000 38,206(3)
President, Chief 1994 237,000 13,181
Financial Officer
George E. Francis 1996 119,000 7,348
Sr. Vice President, 1995 119,000 4,441
Secretary 1994 119,000 2,636
(1) Compensation deferred at the election of named officers is included in
this section.
5
<PAGE>
(2) Other annual compensation consists of interest earned on deferred
compensation amounts pursuant to their employment agreements and the
Company's matching contribution to the First Commonwealth Corporation
Employee Savings Trust 401(k) Plan.
(3) Includes $16,000 for the value of personal perquisites owing Mr.
Melville.
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR
Values
The following table summarizes for fiscal year ending, December 31, 1996,
the number of shares subject to unexercised options and the value of
unexercised options of the Company's common stock held by the named
executive officers. The values shown were determined by multiplying the
applicable number of unexercised share options by the difference between
the per share market price on December 31, 1996 and the applicable per
share exercise price. There were no options granted to the named executive
officers during 1996.
Number Number of Value of
Shares Securities Unexcerised
Acquired Underlying in the Money
on Value Value Unexercised Options/SARS
Exercise(#) Realized($)Options at FY-End ($)
/SAR's at
FY-End (#)
Name Exer Unexer Exer Unexer
Larry E. Ryherd - - 13,800 - 0 -
Thomas F. Morrow - - 17,200 - 0 -
James E. Melville 2,500 13,563 30,000 - 0 -
George E. Francis - - 4,600 - 0 -
Compensation of Directors
The Company's standard arrangement for the compensation of directors
provide that each director shall receive an annual retainer of $2,400, plus
$300 for each meeting attended and reimbursement for reasonable travel
expenses. The Company's director compensation policy also provides that
directors who are employees or past employees of the Company do not receive
any compensation for their services as directors except for reimbursement
for reasonable travel expenses for attending each meeting.
Employment Contracts
On April 15, 1993, Larry E. Ryherd entered into an employment agreement
with the Company and FCC. Formerly, Mr. Ryherd had served as Chairman of
the Board and Chief Executive Officer of the Company and its affiliates.
Pursuant to the agreement, Mr. Ryherd agreed to serve as President and
Chief Executive Officer of the Company and in addition, to serve in other
positions of the affiliated companies if appointed or elected. The
agreement provides for an annual salary of $400,000 as determined by the
Board of Directors. The term of the agreement has been continuous. Mr.
Ryherd has deferred portions of his income under a plan entitling him to a
deferred compensation payment on January 2, 2000 in the amount of $240,000
which includes interest at the rate of approximately 8.5% per year.
Additionally, Mr. Ryherd was granted an option to purchase up to 13,800 of
the Company's common stock at $17.50 per share. The option is immediately
exercisable and transferable. The option will expire December 31, 2000.
On April 15, 1993, Thomas F. Morrow entered into an employment agreement
with the Company and FCC. Formerly, Mr. Morrow had served as President and
Chief Operating Officer of the Company and its affiliates. Pursuant to the
agreement, Mr. Morrow agreed to serve as Chief Operating Officer of the
Company and in addition, to serve in other positions of the affiliated
companies if appointed or elected. The agreement provides for an annual
salary of $300,000 as determined by the Board of Directors. The term of
the agreement has been continuous. Mr. Morrow has deferred portions of his
income under a plan entitling him to a deferred compensation payment on
January 2, 2000 in the amount of $300,000 which includes interest at the
rate of approximately 8.5% annually. Additionally, Mr. Morrow was granted
an option to purchase up to 17,200 of the Company's common stock at $17.50
per share. The option is immediately exercisable and transferable. The
option will expire December 31, 2000.
7
<PAGE>
The Company and FCC entered into an employment agreement dated April 15,
1993 with James E. Melville pursuant to which Mr. Melville is employed as
Senior Executive Vice President and in addition, to serve in other
positions of the affiliated companies if appointed or elected at an annual
salary of $237,000. The term of the agreement expires December 31, 1997.
Mr. Melville has deferred portions of his income under a plan entitling him
to a deferred compensation payment on January 2, 2000 of $400,000 which
includes interest at the rate of approximately 8.5% annually.
Additionally, Mr. Melville was granted an option to purchase up to 32,500
shares of the Company's common stock at $17.50 per share. The option is
immediately exercisable and transferable. The option will expire December
31, 2000.
FCC entered into an employment agreement with George E. Francis on June 16,
1992. Under the terms of the agreement, Mr. Francis is employed as Senior
Vice President of the Company at an annual salary of $119,000. Mr. Francis
also agreed to serve in other positions if appointed or elected to such
positions without additional compensation. The term of the agreement has
been continuous. Mr. Francis has deferred portions of his income under a
plan entitling him to a deferred compensation payment on January 2, 2000 of
$80,000 which includes interest at the rate of approximately 8.5% per year.
Additionally, Mr. Francis was granted an option to purchase up to 4,600
shares of the Company's Common Stock at $17.50 per share. The option is
immediately exercisable and transferable. This option will expire on
December 31, 2000.
REPORT ON EXECUTIVE COMPENSATION
Introduction
The compensation of the Company's executive officers is determined by the
full Board of Directors. The Board of Directors strongly believes that the
Company's executive officers directly impact the short-term and long-term
performance of the Company. With this belief and the corresponding
objective of making decisions that are in the best interest of the
Company's shareholders, the Board of Directors places significant emphasis
on the design and administration of the Company's executive compensation
plans.
Executive Compensation Considerations
The purpose of the Company's executive compensation plans is to ensure that
the compensation levels provided to the Company's executive officers
integrate with the Company's annual and long-term performance objectives,
to align the financial interests of the executive officers with the
interests of the Company's shareholders, to reward for superior financial
performance, and to assist the Company in attracting, retaining and
motivating executives with exceptional leadership abilities. Consistent
with this purpose, the Board of Directors establishes appropriate
compensation elements in each of the executive officers compensation plan
to include a base salary, annual bonus, stock options and deferred
compensation alternatives. Compensation levels are reviewed annually by
the Board of Directors relative to other life insurance companies and
companies of similar size in the financial industry (comparable companies).
Based upon analysis of total compensation paid by comparable companies,
total compensation paid to the Company's executive officers were found to
be within the same ranges. Accordingly, the Board of Directors feels that
the Company is maintaining a competitive position to retain the talent
necessary to meet the challenges in the life insurance industry.
Executive Compensation Plan Elements
Base Salary. The Board of Directors establishes base salaries each year at
a level intended to be within the competitive market range of comparable
companies. In addition to the competitive market range, many factors are
considered in determining base salaries, including the responsibilities
assumed by the executive, the scope of the executive's position,
experience, length of service, individual performance and internal equity
considerations. During the last three fiscal years, there were no changes
in the base salaries of the named executive officers.
Stock Options. One of the Company's priorities is for the executive
officers to be significant shareholders so that the interest of the
executives are closely aligned with the interests of the Company's other
shareholders. The Board of Directors believes that this strategy motivates
executives to remain focused on the overall long-term performance of the
Company. Stock options are granted at the discretion of the Board of
Directors and are intended to be granted at levels within the competitive
market range of comparable companies. During 1993, each of the named
executive officers were granted options under their employment agreements
for the Company's Common Stock as described in the Employment Contracts
section. There were no options granted to the named executive officers
during the last three fiscal years.
7
<PAGE>
Deferred Compensation. A very significant component of overall Executive
Compensation Plans is found in the flexibility afforded to participating
officers in the receipt of their compensation. The availability, on a
voluntary basis, of the deferred compensation arrangements as described in
the Employment Contracts section may prove to be critical to certain
officers, depending upon their particular financial circumstance.
Chief Executive Officer and President
During 1996, the Company's most highly compensated executive officers were
Larry E. Ryherd, Chief Executive Officer, and Thomas F. Morrow, President
and Chief Operating Officer. In deciding Mr. Ryherd's and Mr. Morrow's
compensation, the Board of Directors did not affix specific weights or
values to the various factors considered in the executive compensation plan
elements. The Board of Directors considered the significant progress made
in 1994, 1995 and 1996 as it relates to the Company's growth through
acquisitions and marketing new business. The Board of Directors also
considered key decisions and actions taken to ensure the Company's long
term profitability such as the continued restructuring of the Company in
response to changes in the industry in order to remain competitive, and the
consolidation of operations to achieve cost savings. Mr. Ryherd's cash
compensation for 1996 was $400,000. Mr. Morrow's cash compensation for
1996 was $300,000. No stock options were granted to Mr. Ryherd or Mr.
Morrow during 1996 and neither exercised any stock options during the year.
Conclusion
The Board of Directors believes the mix of structured employment agreements
with certain key executives, conservative market based salaries,
competitive cash incentives for short-term performance and the potential
for equity-based rewards for long term performance represents an
appropriate balance. This balanced Executive Compensation Plan provides a
competitive and motivational compensation package to the executive officer
team necessary to continue to produce the results the Company strives to
achieve. The Board of Directors also believes the Executive Compensation
Plan addresses both the interests of the shareholders and the executive
team.
BOARD OF DIRECTORS
John S. Albin Paul D. Lovell
William F. Cellini Dale E. McKee
Robert E. Cook James E. Melville
Larry R. Dowell Thomas F. Morrow
Donald G. Geary Larry E. Ryherd
Raymond L. Larson
The foregoing Report on Executive Compensation shall not be deemed to be
incorporated by reference into any filing of the Company under the
Securities Act of 1933 or the Securities Exchange Act of 1934, except to
the extent that the Company specifically incorporates such information by
reference.
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on the
Company's Common Stock during the five fiscal years ended December 31,
1996, with the cumulative total return on the NASDAQ Composite Index
Performance and the NASDAQ Insurance Stock Index (1):
1991 1992 1993 1994 1995 1996
UTI 100 200 125 50 38 63
NASDAQ 100 117 134 130 185 227
NASDAQ 100 136 145 136 194 221
Insurance
8
<PAGE>
(1) The Company selected the NASDAQ Composite Index Performance as an
appropriate comparison because the Company's Common Stock is not listed on
any exchange but the Company's Common Stock is traded in the over-the-
counter market and is quoted on the NASDAQ system. Furthermore, the
Company selected the NASDAQ Insurance Stock Index as the second comparison
because there is no similar single peer company in the NASDAQ system with
which to compare stock performance and the closest additional line-of-
business index which could be found was the NASDAQ Insurance Stock Index.
Trading activity in the Company's Common Stock is limited, which may be a
result of the Company's low profile from not being listed on any exchange,
and its reported operating losses. The Company has experienced growth over
the period shown in the Return Chart with assets increasing from
approximately $41 million in 1991 to approximately $355 million in 1996.
The growth rate has been the result in part of other company acquisitions
and new insurance writings. The Company has incurred costs of conversions
and administrative consolidations associated with the acquisitions which
has contributed to the operating losses. The Return Chart is not intended
to forecast or be indicative of possible future performance of the
Company's stock.
The foregoing graph shall not be deemed to be incorporated by reference
into any filing of the Company under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates such information by reference.
Compensation Committee Interlocks and Insider Participation
The following persons served as directors of the Company during 1996 and
were officers or employees of the Company or its subsidiaries during 1996:
Thomas F. Morrow, James E. Melville and Larry E. Ryherd. Accordingly,
these individuals have participated in decisions related to compensation of
executive officers of the Company and its subsidiaries.
During 1996, the following executive officers of the Company were also
members of the Board of Directors of FCC, three of whose executive officers
served as directors of the Company: Messrs. Morrow, Melville and Ryherd.
During 1996, the following executive officers of the Company were also
members of the Board of Directors of UII, two of whose executive officers
served as directors of the Company: Messrs. Morrow and Ryherd.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL HOLDERS OF SECURITIES
The following tabulation sets forth the names and addresses for those
persons known to be the beneficial owners of more than 5% of the Company's
Common Stock and shows for each: (i) the total number of shares of Common
Stock beneficially owned by such persons as of March 31, 1997 and the
nature of such ownership; and (ii) the percent of the issued and
outstanding shares of Common Stock so owned as of the same date.
Title Number of Shares Percent
of Name and Address and Nature of of
Class of Beneficial Owner Beneficial Ownership Class
Common Larry E. Ryherd 617,236 (1) 33.0%
Stock, 12 Red Bud Lane
no par Springfield, IL 62707
value
Thomas F. Morrow 159,060 (2) 8.5%
32 W. Fairview
Springfield, IL 62707
(1) Larry E. Ryherd owns 271,086 shares of the Company's Common
Stock in his own name. Includes; (i) 150,050 shares of the
Company's Common Stock in the name of Dorothy LouVae Ryherd, his
wife; (ii) 150,000 shares of the Company's Common Stock which are
held beneficially in trust for the three children of Larry E.
Ryherd and Dorothy LouVae Ryherd, namely Shari Lynette Serr,
Derek Scott Ryherd and Jarad John Ryherd; (iii) 29,300 shares of
the Company's Common Stock, 9,700 shares of which are in the name
of Shari Lynette Serr, 9,700 shares of which are held in the name
of Derek Scott Ryherd and 9,900 shares of which are in the name
of Jarad John Ryherd; (iv) 500 shares of the Company's Common
9
<PAGE>
Stock held in the name of Larry E. Ryherd as custodian for
Charity Lynn Newby, his niece; (v) 500 shares held in the name of
Larry E. Ryherd as custodian for Lesley Carol Newby, his niece;
(vi) 2,000 shares held by Dorothy LouVae Ryherd, his wife as
custodian for granddaughter; and (vii) 13,800 shares which may be
acquired by Larry E. Ryherd upon the exercise of outstanding
stock options.
(2) Includes 17,200 shares which may be acquired upon the exercise of
outstanding stock options. Includes 1,000 shares as custodian for
grandsons.
SECURITY OWNERSHIP OF MANAGEMENT
The following tabulation shows with respect to each of the directors
and nominees of the Company, with respect to the Company's chief
executive officer and each of the Company's executive officers whose
salary plus bonus exceeded $100,000 for fiscal 1996, and with respect
to all executive officers and directors of the Company as a group:
(i) the total number of shares of all classes of stock of the Company
or any of its parents or subsidiaries, beneficially owned as of March
31, 1997 and the nature of such ownership; and (ii) the percent of the
issued and outstanding shares of stock so owned as of the same date.
TitleDirectors, Named ExecutiveNumber of Shares Percent
ofOfficers, & All Directors & and Nature of of
ClassExecutive Officers as a Group Ownership Class
FCC's John S. Albin 0 *
Common William F. Cellini 0
Stock, Robert E. Cook 0 *
$1.00 par Larry R. Dowell 0 *
value George E. Francis 0 *
Donald G. Geary 225
Raymond L. Larson 0 *
Paul D. Lovell 0 *
Dale E. McKee 0 *
James E. Melville 431 (1) *
Thomas F. Morrow 0 *
Larry E. Ryherd 0 *
All directors and 656 *
executive officers as a
group (twelve in number)
UII's John S. Albin 0 *
Common William F. Cellini 0
Stock, Robert E. Cook 4,025 *
no par Larry R. Dowell 0 *
value George E. Francis 0 *
Donald G. Geary 0
Raymond L. Larson 0 *
Paul D. Lovell 0 *
Dale E. McKee 0 *
James E. Melville 0 *
Thomas F. Morrow 31,500(2) (10) 2.3%
Larry E. Ryherd 47,250(3) (10) 3.4%
All directors and 82,775 5.9%
executive officers as a
group (twelve in number)
10
<PAGE>
Company's John S. Albin 10,504(4) *
Common William F. Cellini 1,000
Stock, Robert E. Cook 10,199 *
no par Larry R. Dowell 10,142 *
value George E. Francis 4,600(5) *
Donald G. Geary 1,200
Raymond L. Larson 4,401(6) *
Paul D. Lovell 10,056 *
Dale E. McKee 11,901 *
James E. Melville 52,500(7) 2.8%
Thomas F. Morrow 159,060(8) 8.5%
Larry E. Ryherd 617,236(9) 33.0%
All directors and 892,799 47.8%
executive officers as a
group (twelve in number)
(1)James E. Melville owns 55 shares individually and 376 shares owned
jointly with his spouse.
(2)Includes 31,500 shares beneficially in trust for the two children of
Thomas F. Morrow, namely Kristi J. Wilkerson and Amy Suzanne Heath.
(3)Includes 47,250 shares beneficially in trust for the three children of
Larry E. Ryherd and Dorothy LouVae Ryherd, namely Shari Lynette Serr,
Derek Scott Ryherd and Jarad John Ryherd.
(4)Includes 392 shares owned directly by Mr. Albin's spouse.
(5)Includes 4,600 shares which may be acquired upon the exercise of
outstanding stock options.
(6)Includes 375 shares owned directly by Mr. Larson's spouse.
(7)James E. Melville owns 2,500 shares individually and 14,000 shares
jointly with his spouse. Includes; (i) 3,000 shares of the Company's
Common Stock which are held beneficially in trust for his daughter,
namely Bonnie J. Melville; (ii) 3,000 shares of the Company's Common
Stock, 750 shares of which are in the name of Matthew C. Hartman, his
nephew; 750 shares of which are in the name of Zachary T. Hartman, his
nephew; 750 shares of which are in the name of Elizabeth A. Hartman,
his niece; and 750 shares of which are in the name of Margaret M.
Hartman, his niece; and (iii) 30,000 shares which may be acquired by
James E. Melville upon the exercise of outstanding stock options.
(8)See footnote 2 under Principal Holders of Securities on page 3.
(9)See footnote 1 under Principal Holders of Securities on page 3.
(10) In addition, Mr. Morrow and Mr. Ryherd are directors and officers of
UII. The Company owns 416,185 shares (29.6%) of UII. Mr. Morrow and
Mr. Ryherd disclaim any beneficial interest of the 416,185 shares of
UII owned by the Company as the Company's Board of Directors controls
the voting and investment decisions regarding such shares.
* Less than 1%.
Except as indicated above, the foregoing persons hold sole voting and
investment power.
Directors and officers of the Company file periodic reports regarding
ownership of Company securities with the Securities and Exchange
Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934
as amended, and the rules promulgated thereunder.
11
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Kerber, Eck and Braeckel served as the Company's independent certified
public accounting firm for the fiscal year ended December 31, 1996 and for
fiscal year ended December 31, 1995. In serving its primary function as
outside auditor for the Company, Kerber, Eck and Braeckel performed the
following audit services: examination of annual consolidated financial
statements; assistance and consultation on reports filed with the
Securities and Exchange Commission and; assistance and consultation on
separate financial reports filed with the State insurance regulatory
authorities pursuant to certain statutory requirements. The Company does
not expect that a representative of Kerber, Eck and Braeckel will be
present at the Annual Meeting of Shareholders of the Company. No
accountants have been selected for fiscal year 1997 because the Company
generally chooses accountants shortly before the commencement of the annual
audit work.
12
<PAGE>
