<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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
March 1, 1999
(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 21 Pages
- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Southern Funding, LLC *
- -----------------------------------------------------------------
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 744,168*
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0*
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 744,168*
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0*
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
744,168*
- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [X]
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
29.88%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -----------------------------------------------------------------
* See response to Item 5
<PAGE> 3
CUSIP No. 913111209 13D Page 3 of 21 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) [X]
- -----------------------------------------------------------------
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 21 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) [X]
- -----------------------------------------------------------------
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 21 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) [X]
- -----------------------------------------------------------------
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 21 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 23,135*
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0*
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 23,135*
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0*
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
23,135*
- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [X]
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.93%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -----------------------------------------------------------------
* See response to Item 5
<PAGE> 7
Explanatory Note
With this amendment, the reporting persons are updating information in
Item 2, and Exhibit F, concerning the Reporting Persons and their officers,
managers and/or directors of First Southern Bancorp, Inc., and in Items 3 and 5
to reflect recent transactions in shares of common stock and convertible notes
issued by United Trust, Inc.
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.
<PAGE> 8
(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.
(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:
Present Principal Occupation or
NAME BUSINESS ADDRESS 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 Regional CEO and Director
102 West Main Street of 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)
<PAGE> 9
John R. Ball P.O. Box 628 Regional CEO and Director
27 Public Square of First Southern National
Lancaster, KY 40444 Bank (Bank)
Gary Dick P.O. Box 489 Community CEO and
216 North Main St. Director of First Southern
Monticello, KY 42633 National (Bank)
James P. Rousey 3060 Harrodsburg Regional CEO and Director
Lexington, KY 40503 of First Southern National
Bank (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)
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, LLC (FSF) (a Kentucky limited liability company)
(a) The name of this Reporting Person is First Southern Funding,
LLC. First Southern Funding, LLC is the successor by merger to
First Southern Funding, Inc. Effective as of December 31,
1998, First Southern Funding, Inc. merged into First Southern
Funding, LLC, with First Southern Funding, LLC as the
surviving entity in the merger.
(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).
<PAGE> 10
(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.
Managers, Executive Officers and Controlling Person of FSF:
Name and Offices Present Principal Occupation or
HELD WITH FSF BUSINESS ADDRESS 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, Manager 99 Lancaster Street Director of First Southern
Stanford, KY 40484 Bancorp, Inc. (Bank holding
company)
Jill M. Martin P. O. Box 328 Secretary of First Southern
Secretary, Manager 99 Lancaster Street Bancorp, Inc. (Bank holding
Stanford, KY 40484 company)
Christopher Coldiron P. O. Box 328 Loan Officer and Vice President
Vice President 99 Lancaster Street of First Southern National
Stanford, KY 40484 Bank (Bank)
Ward F. Correll P. O. Box 129 Owner, Cumberland Lake Shell,
Manager 150 Railroad Drive Inc. (Gasoline wholesaler)
Somerset, KY 42502
David S. Downey P. O. Box 295 Regional CEO and Director of
Manager 102 West Main Street First Southern National Bank
Stanford, KY 40484 (Bank)
Douglas P. Ditto P. O. Box 328 Senior Vice President of First
Vice President, Manager 99 Lancaster Street Southern National Bank (Bank)
Stanford, KY 40484
John R. Ball P. O. Box 628 Regional CEO and Director of
Manager 27 Public Square First Southern National Bank
Lancaster, KY 40444 (Bank)
<PAGE> 11
Gary Dick P. O. Box 489 Community CEO and Director of
Manager 216 North Main Street First Southern National Bank
Monticello, KY 42633 (Bank)
James P. Rousey 204 Fairfield Drive Regional CEO and Director of
Manager Nicholasville, KY 40356 First Southern National Bank
(Bank)
<F1> Mr. Correll also owns approximately 83% of the outstanding membership
interests of FSF.
The above individual is a citizen of the United States and
during the last five years, such individual (i) has not 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.
<PAGE> 12
Managers and Controlling Persons of FSC:
Name and Offices Present Principal Occupation or
HELD WITH FSF BUSINESS ADDRESS 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)
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:
Name and Offices Present Principal Occupation or
HELD WITH BUSINESS ADDRESS 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, LLC $ 9,265,876.28
First Southern Capital Corp $ 2,339,995.00
First Southern Investments, LLC $ 291,000.00
Total $ 13,274,793.53
Funds used by First Southern Bancorp, Inc.
to purchase Convertible Notes (including
accrued interest) $ 3,108,050.45
Aggregate amount $ 16,382,843.98
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 $7,381,300.00 and FSB borrowed
$1,820,775.00 in making the purchases.
ITEM 4. PURPOSE OF TRANSACTION
Not amended.
<PAGE> 14
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a-b) The beneficial ownership of the Common Stock by each Reporting
Person is as follows. Each Reporting Person has sole voting
and dispositive power over the shares listed opposite the
Reporting Person's name, except as noted:
First Southern Bancorp, Inc. 123,241 shares 4.95%
First Southern Funding, LLC 744,168 shares 29.88%
First Southern Capital Corp. LLC 183,033 shares 7.35%
First Southern Investments, LLC 23,135 shares 0.93%
Total <F1> 1,073,577 share 43.11%
<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 membership interests 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 and First Southern Funding, LLC.
The above amounts do not include additional shares of Common Stock that
may be acquired upon exercise of Convertible Notes of UTI currently held by FSBI
and under the Option Agreement described in Item 4 and incorporated herein by
reference:
Convertible Notes 204,800 shares
Option Agreement 1,450,000 shares (subject to adjustment)
Beneficial ownership of up to 51% of the outstanding Common Stock can be
acquired under the Option Agreement. Beneficial ownership of these shares is
disclaimed at this time.
(c) On March 1, 1999, FSBI purchased $2,560,000 of initial face
amount of UTI Convertible Notes from certain officers and
directors of UTI for a cash purchase price of $3,072,000, plus
$36,050.45 accrued interest ($3,108,050.45 in the aggregate),
on March 1, 1999, pursuant to the terms of the Convertible
Note Purchase Agreement (included in Exhibit A hereto as
Exhibit 1(d) to the Acquisition Agreement). In addition, the
following transactions of the Common Stock of the Issuer were
effected since the most recent filing of Schedule 13D by the
Reporting Persons:
<PAGE> 15
Transaction 1:
(1) Identity of the person who effected the transaction: Firs
Southern Funding, LLC
(2) The date of the transaction: January 20, 1999
(3) The amount of securities involved: 3,000 shares
(4) The price per share or unit: $8.19 per share (excluding
brokerage commissions)
(5) Where and how the transaction was effected: By the Reporting
Person's broker, J.J.B. Hilliard, W.L. Lyons, Inc.
Transaction 2:
(1) Identity of the person who effected the transaction: First
Southern Funding, LLC
(2) The date of the transaction: January 22, 1999
(3) The amount of securities involved: 749 shares
(4) The price per share or unit: $15.00 per share
(5) Where and how the transaction was effected: In a private
transaction. The shares were purchased from a director of UTI.
Transaction 3:
(1) Identity of the person who effected the transaction: First
Southern Funding, LLC
(2) The date of the transaction: February 8, 1999
(3) The amount of securities involved: 1,687 shares
(4) The price per share or unit: $8.25 per share (excluding
brokerage commissions)
(5) Where and how the transaction was effected: By the Reporting
Person's broker, J.J.B. Hilliard, W.L. Lyons, Inc.
Transaction 4:
(1) Identity of the person who effected the transaction: First
Southern Funding, LLC
(2) The date of the transaction: February 26, 1999
(3) The amount of securities involved: 12,701 shares
(4) The price per share or unit: $8.00 per share (excluding
brokerage commissions)
(5) Where and how the transaction was effected: By the Reporting
Person's broker, Fox-Pitt
Transaction 5:
(1) Identity of the person who effected the transaction: First
Southern Investments, LLC
(2) The date of the transaction: March 3, 1999
(3) The amount of securities involved: 1,000 shares
(4) The price per share or unit: $15.00 per share
(5) Where and how the transaction was effected: In a private
transaction. The shares were purchased from a director of UTI.
<PAGE> 16
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Not amended.
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 January 5, 1999, for the
filing of a single Schedule 13D pursuant to Rule 13d-l(f)(l) (previously filed)
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 (previously filed)
Exhibit F - Members of First Southern Investments, LLC
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.
March 22, 1999 By: /S/ JESSE T. CORRELL
Jesse T. Correll
Attorney-in-Fact on behalf of each of the
Reporting Persons*
<PAGE> 17
* Pursuant to the Agreement among Reporting Persons dated January 5, 1999, 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 January 5, 1999 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
<PAGE> 19
EXHIBIT F
MEMBERS OF FIRST SOUTHERN INVESTMENTS, L.L.C.
PRESENT PRINCIPAL OCCUPATION OR
NAME BUSINESS ADDRESS EMPLOYMENT
John Ball P. O. Box 628 Regional CEO & Director,
27 Public Square First Southern National Bank
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
Lancaster, KY 40444 (Bank)
McKinley Dailey P. O. Box 628 Loan Officer, First Southern
27 Public Square National Bank
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 Community CEO, First
102 West Main Street Southern National 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)
<PAGE> 20
G. Louis Mason II P. O. Box 328 Technology Manager, First
99 Lancaster Street Southern Bancorp, Inc. (Bank
Stanford, KY 40484 Holding Company)
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 Regional CEO & Director, First
204 Fairfield Drive Southern National Bank
Nicholasville, KY 40356 (Bank)
James M. Schrader 3060 Harrodsburg Road City CEO, First Southern
Lexington, KY 40503 National Bank
(Bank)
John R. Swaim P.O. Box 430 City CEO, First Southern
204 Fairfield Drive National Bank
Nicholasville, KY 40356 (Bank)
Becky Taylor 3060 Harrodsburg Road Vice President, First Southern
Lexington, KY 40503 National Bank (Bank)
Becky Taylor Custodian
for Matt 3060 Harrodsburg Road Vice President, First Southern
Taylor Lexington, KY 40503 National Bank (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 Loan Officer, First Southern
99 Lancaster Street National Bank (Bank)
Stanford, KY 40484
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 (Bank)
Dennis Vaught P. O. Box 69 Senior Vice President,
Main Street First Southern National Bank
Paint Lick, KY 40461 (Bank)
<PAGE> 21
Barbara Young P. O. Box 295 Executive Vice President, First
102 West Main Street Southern National Bank (Bank)
Stanford, KY 40484
