<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
UNITED TRUST GROUP, INC. (FORMERLY, 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)
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 26, 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 1 of 22
<PAGE> 2
CUSIP No. 913111209 13D Page 2 of 22 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 765,330*
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0*
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 765,330*
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0*
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
765,330*
- -------------------------------------------------------------------------------
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
23.1%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
* See response to Item 5
Page 2 of 22
<PAGE> 3
CUSIP No. 913111209 13D Page 3 of 22 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 125,825*
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0*
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 125,825*
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0*
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
125,825*
- -------------------------------------------------------------------------------
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
3.8%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
- -------------------------------------------------------------------------------
* See response to Item 5
Page 3 of 22
<PAGE> 4
CUSIP No. 913111209 13D Page 4 of 22 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 4 of 22
<PAGE> 5
CUSIP No. 913111209 13D Page 5 of 22 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
5.5%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
* See response to Item 5
Page 5 of 22
<PAGE> 6
CUSIP No. 913111209 13D Page 6 of 22 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
0.7%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
* See response to Item 5
Page 6 of 22
<PAGE> 7
Explanatory Note
With this amendment, the reporting persons are updating information in
Items 2, 3 and 5 to update disclosures in Item 2 (including Exhibit F) and to
reflect the merger of United Income, Inc. into United Trust, Inc. and recent
transactions in shares of common stock of United Trust, Inc.
ITEM 1. SECURITY AND ISSUER
Class of equity security: Common Stock, No Par Value ("Common Stock")
Name of the Issuer: United Trust Group, Inc. (formerly named United Trust
Inc.) ("UTI")
Address of principal executive offices of the Issuer: 5250 South Sixth
Street, P.O. Box 5147, Springfield, Illinois 62705
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.
Page 7 of 22
<PAGE> 8
(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.
(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
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)
Page 8 of 22
<PAGE> 9
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)
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.
Page 9 of 22
<PAGE> 10
(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.
Managers, Executive Officers and Controlling Person of FSF:
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, 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)
Page 10 of 22
<PAGE> 11
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)
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 3060 Harrodsburg Regional CEO and Director of
Manager Lexington, KY 40356 First Southern National Bank
(Bank)
<F1> Mr. Correll also owns approximately 82% of the outstanding membership
interests of FSF.
Each of the above individuals 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
Page 11 of 22
<PAGE> 12
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:
Name and Offices Present Principal
HELD WITH FSF 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)
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 12 of 22
<PAGE> 13
Executive Officer of FSI:
Name and Offices Present Principal Occupation or
HELD WITH FSC 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 $ 9,467,564.28
First Southern Capital Corp., LLC $ 2,339,995.00
First Southern Investments, LLC $ 291,000.00
Total $ 13,476,481.53
Funds used by First Southern Bancorp, Inc.
to purchase Convertible Notes (including
accrued interest) $ 3,108,050.45
Funds used by First Southern Bancorp, Inc.
to purchase shares of United Income, Inc.,
("UII") which were converted into shares of
Common Stock in the merger of UII into UTI $ 38,760.00
Aggregate amount $ 16,623,291.98
Page 13 of 22
<PAGE> 14
The total amount used by First Southern Bancorp, Inc. to purchase shares of
Common Stock, Convertible Notes and shares of common stock of UII which were
converted into Common Stock was $4,524,732.70.
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 $7,515,209.75 and FSB borrowed
$1,820,775.00 in making the purchases.
ITEM 4. PURPOSE OF TRANSACTION
Not amended.
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:
REPORTING PERSON NUMBER OF SHARES PERCENT<F1>
First Southern Bancorp, Inc 125,825 shares 3.80%
First Southern Funding, LLC 765,330 shares 23.14%
First Southern Capital Corp., LLC 183,033 shares 5.53%
First Southern Investments, LLC 23,135 SHARES 0.70%
Total<F2> 1,097,323 shares 33.17%
<F1> The percentage of outstanding shares is based on 3,308,095 shares
of Common Stock outstanding, which number reflects the issuance by UTI
of 824,859 shares of Common Stock in the merger of UII into UTI,
consistent with the disclosures contained in the Proxy
Statement/Prospectus of UTI dated June 14, 1999, and assuming
dissenters' rights are exercised with respect to 1,294 shares. That
merger was effective July 26, 1999.
<F2>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 82% of the outstanding membership interests of FSF; he
owns directly approximately 23% and companies he controls owns
approximately 36% of the outstanding voting stock of FSB. In addition,
he is a manager of First Southern Capital Corp., LLC and First Southern
Funding, LLC.
Page 14 of 22
<PAGE> 15
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) At special meetings held on July 26, 1999, the stockholders of UII and
UTI approved the merger of UII into UTI, pursuant to which each
outstanding share of common stock of UII was converted into one share
of Common Stock. The merger was consummated on July 26, 1999. At the
time of the merger, FSBI owned 2,584 shares of common stock of UII,
which it had purchased in January 1999 at an aggregate cost of $38,760.
By virtue of the merger, the 2,584 shares of common stock of UII owned
by FSBI were converted, by operation of law, into 2,584 shares of
Common Stock.
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:
Transaction 1:
(1) Identity of the person who effected the transaction: First Southern
Funding, LLC
(2) The date of the transaction: April 1, 1999
(3) The amount of securities involved: 2,000 shares
(4) The price per share or unit: $7.81 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: April 6, 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.
Transaction 3:
(1) Identity of the person who effected the transaction: First Southern
Funding, LLC
(2) The date of the transaction: April 9, 1999
(3) The amount of securities involved: 1,060 shares
(4) The price per share or unit: $7.81 per share (excluding brokerage
commissions)
Page 15 of 22
<PAGE> 16
(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: April 16, 1999
(3) The amount of securities involved: 2,700 shares
(4) The price per share or unit: $7.81 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 5:
(1) Identity of the person who effected the transaction: First Southern
Funding, LLC
(2) The date of the transaction: May 5, 1999
(3) The amount of securities involved: 10,344 shares
(4) The price per share or unit: $10.26 per share
(5) Where and how the transaction was effected: In a private
transaction.
Transaction 6:
(1) Identity of the person who effected the transaction: First Southern
Funding, LLC
(2) The date of the transaction: May 5, 1999
(3) The amount of securities involved: 778 shares
(4) The price per share or unit: $8.00 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 7:
(1) Identity of the person who effected the transaction: First Southern
Funding, LLC
(2) The date of the transaction: May 27, 1999
(3) The amount of securities involved: 3,280 shares
(4) The price per share or unit: $8.38 per share (excluding broker's
commission)
(5) Where and how the transaction was effected: By the Reporting
Person's broker, J.J.B. Hilliard, W.L. Lyons, Inc.
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Not amended.
Page 16 of 22
<PAGE> 17
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
Page 17 of 22
<PAGE> 18
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.
July 27, 1999 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 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 of 22
<PAGE> 19
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 of 22
<PAGE> 20
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 of 22
<PAGE> 21
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 3060 Harrodsburg Regional CEO & Director, First
Lexington, KY 40503 Southern 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 of 22
<PAGE> 22
Barbara Young P. O. Box 295 Executive Vice President, First
102 West Main Street Southern National Bank (Bank)
Stanford, KY 40484
Page 22 of 22
