<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
UNITED TRUST, INC.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
913111209
(CUSIP Number)
Jill Martin
First Southern Bancorp, Inc.
P.O. Box 328, Stanford, KY 40484 (606 365-3555
November 20, 1998
(Date of Event which requires filing of this Statement)
If the filing person has previously filed a Statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this Schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g) check the following box [ ]
<PAGE> 2
CUSIP No. 913111209 13D Page 2 of 25 Pages
- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Southern Funding, Inc.
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- -----------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------
4 SOURCE OF FUNDS
WC, BK
- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
- -----------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 706,756*
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0*
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 706,756*
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0*
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
706,756*
- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
28.38%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -----------------------------------------------------------------
* See response to Item 5
<PAGE> 3
CUSIP No. 913111209 13D Page 3 of 25 Pages
- ------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Southern Bancorp, Inc.
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- -----------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------
4 SOURCE OF FUNDS
WC, BK
- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
- -----------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 123,241*
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0*
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 123,241*
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0*
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
123,241*
- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.95%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
- -----------------------------------------------------------------
* See response to Item 5
<PAGE> 4
CUSIP No. 913111209 13D Page 4 of 25 Pages
- ------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jesse T. Correll
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- -----------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -----------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY See response to Item 5
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
See response to Item 5
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
See response to Item 5
- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
See response to Item 5
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
<PAGE> 5
CUSIP No. 913111209 13D Page 5 of 25 Pages
- ------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Southern Capital Corp., LLC
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- -----------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
- -----------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 183,033*
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0*
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 183,033*
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0*
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
183,033*
- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.35%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -----------------------------------------------------------------
* See response to Item 5
<PAGE> 6
CUSIP No. 913111209 13D Page 6 of 25 Pages
- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Southern Investments, LLC
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- -----------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
- -----------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 22,135*
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0*
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 22,135*
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0*
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
22,135*
- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.89%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -----------------------------------------------------------------
* See response to Item 5
<PAGE> 7
ITEM 1. SECURITY AND ISSUER
Not amended.
ITEM 2. IDENTITY AND BACKGROUND
The name, citizenship or state of organization, principal
employment or business, and the address of the principal office of
each Reporting Person, are set forth below:
JESSE T. CORRELL
(a) The name of this Reporting Person is Jesse T. Correll ("Mr.
Correll").
(b) The business address of Mr. Correll is P.O. Box 328, 99 Lancaster
Street, Stanford, Kentucky 40484.
(c) Mr. Correll's present principal occupation or employment and the
name, principal business and address of any corporation or other
organization in which such employment is carried on are:
President and Director of First Southern Bancorp, Inc. (bank
holding company), P.O. Box 328, 99 Lancaster Street, Stanford,
Kentucky 40484.
(d) During the last five years, Mr. Correll has not been convicted of
a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, Mr. Correll was not a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which FSBI was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Mr. Correll is a citizen of the United States.
FIRST SOUTHERN BANCORP INC. (FSBI) (a Kentucky corporation)
(a) The name of this Reporting Person is First Southern Bancorp, Inc.
(b) The state of organization of FSBI is Kentucky.
(c) The principal business of FSBI is a multi-bank holding company.
The address of the principal office of FSBI is P.O. Box 328,
99 Lancaster Street, Stanford, Kentucky 40484.
<PAGE> 8
(d) During the last five years, FSBI has not been convicted of a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, FSBI was not a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which FSBI was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation
with respect to such laws.
Directors, Executive Officers and Controlling Persons of FSBI:
<TABLE>
<CAPTION>
<S> <C> <C>
Present Principal
NAME BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT
Jesse T. Correll P.O. Box 328 President and Director
99 Lancaster Street of First Southern
Stanford, KY 40484 Bancorp, Inc.
(Bank holding company)
Randall L. Attkisson P.O. Box 328 Vice President, Treasurer
99 Lancaster Street and Director of First
Stanford, KY 40484 Southern Bancorp, Inc.
(Bank holding company)
Jill M. Martin P.O. Box 328 Secretary of First Southern
99 Lancaster Street Bancorp, Inc. (Bank
Stanford, KY 40484 holding company)
Ward F. Correll P.O. Box 129 Owner, Cumberland Lake
150 Railroad Drive Shell, Inc.
Somerset, KY 42502 (Gasoline wholesaler)
David S. Downey P.O. Box 295 President and Director of
102 West Main Street First Southern National
Stanford, KY 40484 Bank (Bank)
Douglas P. Ditto P.O. Box 295 Senior Vice President
102 West Main Street of First Southern
Stanford, KY 40484 National Bank (Bank)
John R. Ball P.O. Box 628 CEO and Director of First
27 Public Square Southern National Bank of
Lancaster, KY 40444 Garrard County (Bank)
<PAGE> 9
Gary Dick P.O. Box 489 CEO and Director of First
216 North Main St. Southern National Bank
Monticello, KY 42633 of Wayne County (Bank)
James P. Rousey 3060 Harrodsburg Road CEO and Director of First
Lexington, KY 40503 Southern National Bank of the
Bluegrass (Bank)
Joseph E. Hafley P.O. Box 328 Chief Lending Officer of
99 Lancaster Street First Southern Bancorp,
Stanford, KY 40484 Inc. (Bank holding
company)
Michael W. Taylor P.O. Box 328 Controller, First Southern
99 Lancaster Street Bancorp, Inc. (Bank
Stanford, KY 40484 holding company)
</TABLE>
All of the directors and executive officers of FSBI are
citizens of the United States and during the last five years, none
of these directors or executive officers (i) has been convicted of
a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and, as a
result of such proceeding, was or is subject to a judgment,
decree or final order enjoining future violations of or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
FIRST SOUTHERN FUNDING. INC. (FSF) (a Kentucky corporation)
(a) The name of this Reporting Person is First Southern Funding, Inc.
(b) The state of organization of FSF is Kentucky.
(c) The principal business of FSF is an investment company. The
address of the principal office of FSF is P.O. Box 328, 99
Lancaster Street, Stanford, Kentucky 40484.
(d) During the last five years, FSF has not been convicted of a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, FSF was not a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which FSBI was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation
with respect to such laws.
<PAGE> 10
Directors, Executive Officers and Controlling Persons of FSF:
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Offices Present Principal
HELD WITH FSF BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT
Jesse T. Correll P.O. Box 328 President and Director of First
President, Director[F1] 99 Lancaster Street Southern Bancorp, Inc. (Bank
Stanford, KY 40484 holding company)
Randall L. Attkisson P.O. Box 328 Vice President, Treasurer and
Treasurer, Director 99 Lancaster Street Director of First Southern Bancorp,
Stanford, KY 40484 Inc. (Bank holding company)
Jill M. Martin P.O. Box 328 Secretary of First Southern
Secretary, Director 99 Lancaster Street Bancorp, Inc. (Bank
Stanford, KY 40484 holding company)
Christopher Coldiron P. O. Box 328 Loan Officer and Vice President
Vice President 99 Lancaster Street of First Southern National Bank
Stanford, KY 40484 (Bank)
Ward F. Correll P.O. Box 129 Owner, Cumberland Lake
Director 150 Railroad Drive Shell, Inc. (Gasoline
Somerset, KY 42502 wholesaler)
David S. Downey P.O. Box 295 President and Director of
Director 102 West Main Street First Southern National Bank
Stanford, KY 40484 (Bank)
Douglas P. Ditto P.O. Box 295 Senior Vice President
Vice President 102 West Main Street of First Southern National Bank
Director Stanford, KY 40484 (Bank)
John R. Ball P.O. Box 628 CEO and Director of
Director 27 Public Square First Southern National Bank of
Lancaster, KY 40444 Garrard County (Bank)
Gary Dick P.O. Box 489 CEO and Director of
Director 216 North Main St. First Southern National Bank
Monticello, KY 42633 Wayne County (Bank)
<PAGE> 11
James P. Rousey 3060 Harrodsburg Road CEO and Director of First Southern
Director Lexington, KY 40503 National Bank of the Bluegrass
(Bank)
<FN>
[F1] Mr. Correll also owns approximately 83% of the outstanding stock
of FSF.
All of the directors and executive officers of FSF are citizens
of the United States and during the last five years, none of these
directors or executive officers (i) has been convicted of a
criminal proceeding (excluding traffic violations or similar
misdemeanors) nor (ii) been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and,
as a result of such proceeding, was or is subject to a judgment,
decree or final order enjoining future violations of or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
FIRST SOUTHERN CAPITAL CORP., LLC (FSC) (a Kentucky limited liability company)
(a) The name of this Reporting Person is First Southern Capital Corp.,
LLC
(b) The state of organization of FSC is Kentucky.
(c) The principal business of FSC is an investment company. The
address of the principal office of FSC is P.O. Box 328, 99
Lancaster Street, Stanford, Kentucky 40484.
(d) During the last five years, FSC has not been convicted of a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, FSC was not a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which FSBI was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation
with respect to such laws.
Managers and Controlling Persons of FSC:
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Offices Present Principal
HELD WITH FSC BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT
Jesse T. Correll P.O. Box 328 President and Director of
Manager 99 Lancaster Street First Southern Bancorp, Inc.
Stanford, KY 40484 (Bank holding company)
<PAGE> 12
Randall L. Attkisson P.O. Box 328 Vice President, Treasurer and
Manager 99 Lancaster Street Director of First Southern
Stanford, KY 40484 Bancorp, Inc. (Bank holding
company)
The above individuals are citizens of the United States and
during the last five years, none of them (i) has been convicted
of a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor (ii) been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and,
as a result of such proceeding, was or is subject to a judgment,
decree or final order enjoining future violations of or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
FIRST SOUTHERN INVESTMENTS, LLC (FSI) (a Kentucky limited liability
company)
(a) The name of this Reporting Person is First Southern Investments,
LLC
(b) The state of organization of FSI is Kentucky.
(c) The principal business of FSI is an investment company. The
address of the principal office of FSI is P.O. Box 328, 99
Lancaster Street, Stanford, Kentucky 40484.
(d) During the last five years, FSI has not been convicted of a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, FSI was not a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which FSBI was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation
with respect to such laws.
<PAGE> 13
Executive Officer of FSI:
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Offices Present Principal
HELD WITH FSC BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT
Randall L. Attkisson P.O. Box 328 Vice President, Treasurer
President 99 Lancaster Street and Director of First Southern
Stanford, KY 40484 Bancorp, Inc. (Bank holding
company)
A list of the members of FSI is filed as Exhibit F to this Report and
is incorporated herein by reference.
Mr. Attkisson and the individuals identified on Exhibit F are
citizens of the United States and during the last five years, none
of them (i) has been convicted of a criminal proceeding
(excluding traffic violations or similar misdemeanors) nor (ii)
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of
such proceeding, was or is subject to a judgment, decree or final
order enjoining future violations of or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The amount of funds used in making the purchases of the Common Stock
by each Reporting Person is as follows:
First Southern Bancorp, Inc. $ 1,377,922.25
First Southern Funding, Inc. $ 8,957,210.28
First Southern Capital Corp., LLC $ 2,339,995.00
First Southern Investments, LLC $ 283,000.00
Total $ 12,958,127.53
The Reporting Persons employed working capital to make these
purchases of the Common Stock, including funds on hand and amounts drawn
under existing lines of credit with Star Bank, NA. FSF borrowed $7,082,878
and FSB borrowed $495,775 in making the purchases.
ITEM 4. PURPOSE OF TRANSACTION
Not amended.
<PAGE> 14
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The beneficial ownership of the Common Stock by each Reporting
Person is as follows:
First Southern Bancorp, Inc. 123,241 shares 4.95%
First Southern Funding, Inc. 706,756 shares 28.38%
First Southern Capital Corp., LLC 183,033 shares 7.35%
First Southern Investments, LLC 22,135 SHARES 0.89%
Total[F1] 1,035,165 shares 41.57%
[FN]
[F1]The Reporting Persons have agreed in principle to act together for the
purpose of acquiring or holding equity securities of UTI. Therefore, for
purposes of this Schedule 13D, each may be deemed to have acquired
beneficial ownership of the equity securities of UTI beneficially owned by
each of the other Reporting Persons. In addition, by virtue of his
ownership of voting securities of FSF and FSBI, Mr. Correll may be deemed
to beneficially own the total number of shares of Common Stock owned by
them, and may be deemed to share with them the right to vote and to dispose
of such shares. Mr. Correll owns approximately 83% of the outstanding
voting stock of FSF; he owns directly approximately 22% and companies he
controls owns approximately 33% of the outstanding voting stock of FSB.
In addition, he is a manager of First Southern Capital Corp., LLC.
Additional shares of Common Stock that may be acquired under the
agreements described in Item 4 and incorporated herein by reference:
Convertible Note Purchase Agreement 204,800
Option Agreement 1,450,000 (subject to
adjustment)
Beneficial ownership of up to 51% of the outstanding Common Stock can be
acquired under these agreements. Beneficial ownership of these shares is
disclaimed at this time.
(b) Each of the following Reporting Persons has sole voting and
dispositive power with respect to the following shares:
First Southern Bancorp, Inc. 123,241 shares
First Southern Funding, Inc. 706,756 shares
First Southern Capital Corp., LLC 183,033 shares
First Southern Investments, LLC 22,135 SHARES
Total[F1] 1,035,165 shares
[FN]
[F1] See Note 1 in the response to Item 5(a) above.
<PAGE> 15
(c) The following transactions of the Common Stock of the Issuer were
effected during the past sixty days by the Reporting Persons:
Transaction 1:
(1) Identity of the person who effected the transaction: First
Southern Funding, Inc.
(2) The date of the transaction: September 17, 1998
(3) The amount of securities involved: 1,370 shares
(4) The price per share or unit: $7.63 per share
(5) Where and how the transaction was effected: By the Reporting
Person's broker, J.J.B. Hilliard, W.L. Lyons, Inc.
Transaction 2:
On November 20, 1998, First Southern Funding, Inc. assigned, in part,
its right to purchase shares of Common Stock from UTI under the
Acquisition Agreement to First Southern Bancorp, Inc., First Southern
Capital Corp., LLC and First Southern Investments, LLC, and the closing of
the purchase of shares under the Acquisition Agreement and Stock
Purchase Agreement occurred. Shares were purchased on November 20,
1998 by the Reporting Persons as follows:
FSF purchased 66,666 shares pursuant to the Stock Purchase Agreement
at a price of $15.00 per share from the following individuals:
Larry Ryherd 49,530 shares
Jarad John Ryherd 4,000 shares
Jarad John Ryherd 1,000 shares
Derek Scott Ryherd 1,200 shares
Shari Lynnette Serr 4,000 shares
Leslie C. Newby 718 shares
Lesley C. Newby 500 shares
Charity L. Newby 718 shares
Charity Newby 500 shares
Donna R. Newby 1,000 shares
Douglas W. Ryherd/Susan J. Ryherd 3,500 shares
Shares were purchased from UTI under the Acquisition Agreement as
follows:
First Southern Funding, Inc. purchased 316,260 shares at $15.00 per
share and 298,810 shares at $10.00 per share;
First Southern Bancorp, Inc. purchased 43,000 shares at $15.00 per
share;
First Southern Capital Corp., LLC purchased 101,933 shares at $15.00
per share and 81,100 shares at $10.00 per share; and
<PAGE> 16
First Southern Investments, LLC purchased 12,330 shares at $15.00
per share and 9,805 at $10.00 per share.
See the Agreement of Assignment among the Reporting Persons with respect to
their purchase of shares under the Acquisition Agreement and the possible
future adjustment of the purchase price among them in order to equalize
their per share investment in Common Stock.
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
See responses to Items 4 and 5 above. Other than (i) the Acquisition
Agreement, the Stock Purchase Agreement, the Convertible Note Purchase
Agreement, and the Option Agreement, all four of which are filed as Exhibit
A, (ii) as described in the responses to Items 4 and 5 above, (iii) the
Agreement of Assignment among the Reporting Persons, dated November 20,
1998, which is filed as Exhibit E, and incorporated herein by reference,
and (iv) the Agreement Among Reporting Persons attached hereto as
Exhibit B, neither the Reporting Persons nor any of their directors,
executive officers or controlling persons is a party to any contract,
arrangement, understanding or relationship (legal or otherwise) with
respect to any security of the Issuer, including but not limited to
transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of
proxies.
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
The following exhibits are filed with this Schedule 13D:
Exhibit A - (i) Acquisition Agreement between FSF and UTI dated April
30, 1998, as amended May 29, 1998: (ii) Stock Purchase Agreement
between FSF and Larry E. Ryherd dated April 30, 1998; (iii) Convertible
Note Purchase Agreement between FSF and James E. Melville, George E.
Francis, Brad M. Wilson, Joseph H. Metzger, Theodore C. Miller, Michael
K. Borden and Patricia G. Fowler dated April 30, 1998; and (iv) Option
Agreement between FSF and UTI dated April 30, 1998 (previously filed)
Exhibit B - Agreement among Reporting Persons dated November 20, 1998 for
the filing of a single Schedule 13D pursuant to Rule 13d-l(f)(l)
Exhibit C - Letter agreements and promissory note relating to the
borrowing of funds by FSF referenced in Item 3 (previously filed)
Exhibit D - Letter agreements and promissory note relating to the
borrowing of funds by FSB referenced in Item 3 (previously filed)
Exhibit E - Agreement of Assignment among the Reporting Persons dated
November 20, 1998
Exhibit F - Members of First Southern Investments, LLC
<PAGE> 17
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
November 24, 1998 By:/S/ JESSE T. CORRELL
Jesse T. Correll
Attorney-in-Fact on behalf of each
of the Reporting Persons*
* Pursuant to the Agreement among Reporting Persons dated November 20,
1998, for the filing of a single Schedule 13D pursuant to Rule 13d-1-
(f)(1), each Reporting Person has authorized Jesse T. Correll to sign on
behalf of such Reporting Person any Schedule 13D or amendments thereto
that are required to be filed on behalf of the Reporting Persons to this
Schedule 13D.
<PAGE> 18
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
A* Acquisition Agreement between FSF and UTI dated April 30, 1998,
as amended May 29, 1998, including the following exhibits
thereto: Stock Purchase Agreement between FSF and Larry E. Ryherd
dated April 30, 1998; Convertible Note Purchase Agreement between
FSF and James E. Melville, George E. Francis, Brad M. Wilson,
Joseph H. Metzger, Theodore C. Miller, Michael K. Borden and
Patricia G. Fowler dated April 30, 1998; and Option Agreement
between FSF and UTI dated April 30, 1998
B Agreement among Reporting Persons dated November 20, 1998 for
the filing of a single Schedule 13D pursuant to Rule 13d-l(f)(l).
C* Letter agreements and promissory note relating to the borrowing
of funds by FSF.
D* Letter agreements and promissory note relating to the borrowing
of funds by FSB.
E Agreement of Assignment among the Reporting Persons dated
November 20, 1998
F Members of First Southern Investments, LLC
* Previously filed
</TABLE>
<PAGE> 19
EXHIBIT B
AGREEMENT
THIS AGREEMENT is made and entered into by and between Jesse T.
Correll, First Southern Bancorp, Inc., First Southern Funding, Inc.,
First Southern Capital Corp., LLC and First Southern Investments, LLC
(collectively, the "Group").
W I T N E S S E T H :
WHEREAS, each member of the Group may be deemed to beneficially
own shares of the Common Stock of United Trust, Inc.
WHEREAS, each member of the Group desires to file a single
Schedule 13D indicating the beneficial ownership of each member; and
WHEREAS, Rule 13d-1(f)(1)(iii) under the Securities Exchange Act
of 1934 (the "Act") requires that, when a Schedule 13D is filed on behalf
of more than one person, the Schedule 13D shall include as an exhibit to
the Schedule 13D an agreement in writing of such persons that the Schedule
13D is filed on behalf of each of them;
NOW, THEREFORE, in consideration of the premises and the mutual
promises of the parties thereto, the parties hereto covenant and agree as
follows:
1. Jesse T. Correll, First Southern Bancorp, Inc., First Southern
Funding, Inc., First Southern Capital Corp., LLC and First Southern
Investments, LCC agree that a single Schedule 13D and any amendments
thereto relating to the shares of Common Stock of United Trust, Inc. shall
be filed on behalf of each of them.
2. Jesse T. Correll, First Southern Bancorp, Inc., First Southern
Funding, Inc., First Southern Capital Corp., LLC and First Southern
Investments, LCC each acknowledge and agree that pursuant to Rule 13d-1
(f)(1) under the Act each of them is individually responsible for the
timely filing of such Schedule 13D and any amendments thereto and
for the completeness and accuracy of the information contained therein.
3. This Agreement shall not be assignable by any party hereto.
4. This Agreement shall be terminated only upon the first to occur
of the following: (a) the death of any of the individual parties hereto,
(b) the dissolution, termination or settlement of First Southern Bancorp,
Inc., First Southern Funding, Inc., First Southern Capital Corp., LLC or
First Southern Investments, LCC or (c) a written notice of termination
given by any party hereto to all of the other parties hereto.
5. This Agreement may be executed in several counterparts, each of
which shall be deemed to be an original copy hereof, but all of which
together shall constitute a single instrument.
<PAGE> 20
6. Jesse T. Correll, First Southern Bancorp, Inc., First Southern
Funding, Inc., First Southern Capital Corp., LLC and First Southern
Investments, LCC each acknowledge and agree that Jesse T. Correll and
the President of First Southern Funding, Inc., then in office, and each
of them, shall be authorized as attorney-in-fact to sign, on behalf of
each party to this Agreement, any Schedule 13D or amendments thereto that
are required to be filed on behalf of the parties thereto.
7. This Agreement supercedes the Agreement, dated June 25, 1998,
among Jesse T. Correll, First Southern Bancorp, Inc., First Southern
Funding, Inc.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the 20th day of November, 1998.
FIRST SOUTHERN BANCORP, INC.
By:/S/ JESSE T. CORRELL
Jesse T. Correll, President
FIRST SOUTHERN FUNDING, INC.
By:/S/ JESSE T. CORRELL
Jesse T. Correll, President
FIRST SOUTHERN CAPITAL CORP., LLC
By:/S/ JESSE T. CORRELL
Jesse T. Correll, Manager
FIRST SOUTHERN INVESTMENTS, LLC
By: /S/ RANDALL ATTKISSON
Randall Attkisson, President
/S/ JESSE T. CORRELL
Jesse T. Correll, individually
<PAGE> 21
EXHIBIT E
AGREEMENT OF ASSIGNMENT
This Agreement of Assignment is entered into between First
Southern Funding, Inc., a Kentucky corporation ("Buyer"), First Southern
Bancorp, Inc., a Kentucky corporation ("Bancorp"), First Southern Capital
Corp., LLC, a limited liability company ("Capital"), and First Southern
Investments, LLC, a Kentucky limited liability company ("Investments").
PREMISES
Buyer is a party to a certain Acquisition Agreement (the
"Acquisition Agreement"), dated April 20, 1998, between Buyer and United
Trust, Inc., an Illinois corporation ("UTI"), as amended, and is a party to
a certain Stock Purchase Agreement (the "Stock Purchase Agreement"), dated
April 20, 1998, between Buyer and Larry Ryherd, the form of which is
attached as Exhibit 1(c) to the Acquisition Agreement. Pursuant to the
Acquisition Agreement and the Stock Purchase, Buyer has the right to
purchase an aggregate of 929,905 shares of common stock of UTI (the
"Shares") as follows:
<TABLE>
<CAPTION>
SELLER No. of Shares Price Per Share Aggregate Price
<S> <C> <C> <C> <C>
UTI 389,715 $10.00 $ 3,897,150
UTI 473,523 15.00 7,102,845
Larry Ryherd 66,666 15.00 999,990
</TABLE>
In addition, Buyer has the right to purchase UTI Convertible Notes in the
initial face amount of $2,560,000 for an aggregate purchase price of
$3,072,000, pursuant to the Convertible Note Purchase Agreement referred to
the Acquisition Agreement, and has an option to purchase additional shares
from UTI.
Buyer desires to assign, in part, its obligation to purchase
Shares under the Acquisition Agreement and the Stock Purchase Agreement to
Bancorp, Capital and Investments, and Bancorp, Capital and Investments
desire to assume such obligations, to enable them to purchase Shares as set
forth below. Buyer, Bancorp, Capital and Investments desire to structure
such assignment so that the average cost per share paid by each of them to
acquire shares of common stock of UTI from time to time, including expenses,
is the same.
AGREEMENT AND ASSIGNMENT
Now, therefore, in consideration of the foregoing, and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. Of the total 929,905 Shares Buyer has the right and
obligation to purchase under the Acquisition Agreement:
<PAGE> 22
a. Buyer assigns and transfers to Bancorp, and Bancorp accepts
and assumes, the right and obligation to purchase a total of
43,000 Shares at a price of $15.00 per share, subject to the
adjustment provisions set out below;
b. Buyer assigns and transfers to Capital, and Capital accepts
and assumes, the right and obligation to purchase a total of
81,100 Shares at a price of $10.00 per share and 101,933 Shares
at a price of $15.00 per share, subject to the adjustment
provisions set out below; and
c. Buyer assigns and transfers to Investments, and Investments
accepts and assumes, the right and obligation to purchase a
total of 9,805 Shares at a price of $10.00 per share and 12,330
Shares at a price of $15.00 per share, subject to the adjustment
provisions set out below.
2. Bancorp, Capital and Investments each agrees to pay the purchase
price payable by it, as set forth above, in immediately available
funds at or before the closing of the Acquisition Agreement and the
Stock Purchase Agreement. To facilitate the payment of the purchase
price at the closing in the manner required by the Acquisition
Agreement and Stock Purchase Agreement, Bancorp, Capital and
Investments shall provide Buyer, in immediately available funds, the
portion of the purchase price payable by it, in accordance with such
directions as Buyer may deem expedient for completing the purchase of
the Shares at the closing, and each hereby appoints Buyer its agent
and attorney-in-fact for the purpose of delivering such purchase price
for the Shares being acquired by it and completing the purchase of
such Shares at the closing.
3. Bancorp, Capital and Investments each hereby agrees to assume and
be bound by, and not take any action which would cause a breach of,
the obligations of Buyer under the Acquisition Agreement and Stock
Purchase Agreement.
4. The parties have allocated the purchase price for the shares so
that, upon the closing of the purchase of shares from UTI and Mr.
Ryherd, the aggregate amount of the investment by Buyer, Bancorp,
Capital and Investments in shares of common stock of UTI (including
expenses incurred to acquire the shares) will be as nearly equal as
practicable on a per share basis. The parties agree to adjust the
prices payable by them hereunder if any of them acquire additional
shares of UTI common stock from time to time so that the aggregate
amount of the investment by Buyer, Bancorp, Capital and Investments
in shares of common stock of UTI (including expenses incurred to
acquire the shares) shall be as nearly equal as practicable on a
per share basis. The adjustment shall be subject to applicable tax,
securities and regulatory requirements. This provision will continue
until the Option Agreement between Buyer and UTI terminates or Buyer
is no longer entitled to purchase any shares thereunder.
5. This Agreement of Assignment may be executed in counterparts,
each of which shall be deemed an original but all of which taken
together shall constitute one and the same instrument.
<PAGE> 23
IN WITNESS WHEREOF, the parties have executed this Agreement of
Assignment effective the 20th day of November, 1998, each intending to be
legally bound.
FIRST SOUTHERN FUNDING, INC.
By /S/ RANDALL ATTKISSON
Randall Attkisson, Treasurer
FIRST SOUTHERN BANCORP, INC.
By /S/ RANDALL ATTKISSON
Randall Attkisson, Vice President
FIRST SOUTHERN CAPITAL CORP., LLC
By /S/ RANDALL ATTKISSON
Randall Attkisson, Manager
FIRST SOUTHERN INVESTMENTS, LLC
By /S/ RANDALL ATTKISSON
Randall Attkisson, President
<PAGE> 24
EXHIBIT F
MEMBERS OF FIRST SOUTHERN INVESTMENTS, L.L.C.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
OCCUPATION OR
NAME BUSINESS ADDRESS EMPLOYMENT
<S> <C> <C>
John Ball P. O. Box 628 CEO & Director, First Southern
27 Public Square National Bank of Garrard County
Lancaster, KY 40444 (Bank)
Kathy Ball 3050 Rio Dosa Drive Registered Nurse, Charter Ridge
Lexington, KY 40509 Behavioral Health System (Health
Care Facility)
William R. Clark P. O. Box 628 Senior Vice President, First
27 Public Square Southern National Bank of
Lancaster, KY 40444 Garrard County (Bank)
McKinley Dailey P. O. Box 628 Loan Officer, First Southern
27 Public Square National Bank of Garrard County
Lancaster, KY 40444 (Bank)
Kim Dailey 937 Moberly Road Teacher, Mercer County High
Harrodsburg, KY 40330 School (Public School)
Tommy J. Davis P. O. Box 27 Vice President, First Southern
Main Street National Bank (Bank)
Hustonville, KY 40437
Joseph E. Hafley P. O. Box 328 Chief Lending Officer, First
99 Lancaster Street Southern Bancorp, Inc. (Bank
Stanford, KY 40484 Holding Company)
J. Paul Long, Jr. P. O. Box 295 CEO, First Southern National
102 West Main Street Bank (Bank)
Stanford, KY 40484
Jill Martin P. O. Box 328 Secretary, First Southern
99 Lancaster Street Bancorp, Inc. (Bank Holding
Stanford, KY 40484 Company)
G. Louis Mason II P. O. Box 328 Technology Manager, First
99 Lancaster Street Southern Bancorp, Inc. (Bank
Stanford, KY 40484 Holding Company)
<PAGE> 25
Scott Morris P. O. Box 328 Accountant, First Southern
99 Lancaster Street Bancorp, Inc. (Bank Holding
Stanford, KY 40484 Company)
James P. Rousey P. O. Box 430 CEO & Director, First Southern
204 Fairfield Drive National Bank of the Bluegrass
Nicholasville, KY 40356 (Bank)
James M. Schrader 3060 Harrodsburg Road CEO, First Southern National
Lexington, KY 40503 Bank of the Bluegrass -
Lexington Office (Bank)
John R. Swaim P. O. Box 430 CEO, First Southern National
204 Fairfield Drive Bank of the Bluegrass -
Nicholasville, KY 40356 Nicholasville Office (Bank)
Becky Taylor 3060 Harrodsburg Road Vice President, First Southern
Lexington, KY 40503 National Bank of the Bluegrass
(Bank)
Becky Taylor Custodian for Matt 3060 Harrodsburg Road Vice President, First Southern
Taylor Lexington, KY 40503 National Bank of the Bluegrass
(Bank)
Everett H. Taylor 1490 New Circle Road, NE Asst. Volvo Service Manager,
Lexington, KY 40509 Quantrell Cadillac (Car
Dealership)
Michael Taylor P. O. Box 328 Controller, First Southern
99 Lancaster Street Bancorp, Inc. (Bank Holding
Stanford, KY 40484 Company)
Margaret Taylor 80 Lakeview Road Homemaker
Stanford, KY 40484
Robert M. Turok 3060 Harrodsburg Road Executive Vice President, First
Lexington, KY 40503 Southern National Bank of the
Bluegrass (Bank)
Dennis Vaught P. O. Box 69 Senior Vice President,
Main Street First Southern National Bank of
Paint Lick, KY 40461 Garrard County (Bank)
Barbara Young P. O. Box 295 Executive Vice President, First
102 West Main Street Southern National Bank (Bank)
Stanford, KY 40484
</TABLE>
