<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
December 31, 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 which is the subject of this Statement and is filing this
Statement because of Rule 13d-1(b)(3) or (4), check the following box [ ]
Check the following box if a fee is being paid with this Statement [ X ]
<PAGE>
CUSIP No. 913111209 13D Page 2 of 20 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 726,031**
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0**
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 726,031**
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0**
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
726,031*
- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
29.15%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -----------------------------------------------------------------
* See response to Item 2
** See response to Item 5
<PAGE>
CUSIP No. 913111209 13D Page 3 of 20 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>
CUSIP No. 913111209 13D Page 4 of 20 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
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CUSIP No. 913111209 13D Page 5 of 20 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>
CUSIP No. 913111209 13D Page 6 of 20 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>
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.
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(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. (Gasoline
Somerset, KY 42502 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)
8
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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)
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).
9
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(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 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, Member<F1> 99 Lancaster Street Southern Bancorp, Inc. (Bank
of Board of Managers Stanford, KY 40484 holding company)
Randall L. Attkisson P.O. Box 328 Vice President, Treasurer and
Treasurer, Member of 99 Lancaster Street Director of First Southern Bancorp,
Board of Managers Stanford, KY 40484 Inc. (Bank holding company)
Jill M. Martin P.O. Box 328 Secretary of First Southern
Secretary, Member of 99 Lancaster Street Bancorp, Inc. (Bank
Board of Managers 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
Member of Board 150 Railroad Drive Shell, Inc. (Gasoline
of Managers Somerset, KY 42502 wholesaler)
David S. Downey P.O. Box 295 President and Director of
Member of Board 102 West Main Street First Southern National Bank
of Managers 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
Member of Board of Stanford, KY 40484 (Bank)
Managers
10
<PAGE>
John R. Ball P.O. Box 628 CEO and Director of
Member of Board 27 Public Square First Southern National Bank of
Managers Lancaster, KY 40444 Garrard County (Bank)
Gary Dick P.O. Box 489 CEO and Director of
Member of Board 216 North Main St. First Southern National Bank
of Managers Monticello, KY 42633 Wayne County (Bank)
James P. Rousey 3060 Harrodsburg Road CEO and Director of First Southern
Member of Board Lexington, KY 40503 National Bank of the Bluegrass
of Managers (Bank)
- ----------
</TABLE>
<F1> Mr. Correll also owns approximately 83% of the outstanding
membership interests of FSF.
All of the members of the Board of Managers, executive
officers and controlling persons of FSF are citizens of the United
States and during the last five years, none of these individuals (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:
11
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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)
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.
12
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Executive Officer of FSI:
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, LLC $ 9,113,375.78
First Southern Capital Corp., LLC $ 2,339,995.00
First Southern Investments, LLC $ 283,000.00
-----------------
Total $ 13,114,293.03
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 $7,228,800 and FSB borrowed
$495,775 in making the purchases.
ITEM 4. PURPOSE OF TRANSACTION
Not amended.
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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, LLC 726,031 shares 29.15%
First Southern Capital Corp., LLC 183,033 shares 7.35%
First Southern Investments, LLC 22,135 shares 0.89%
---------------- --------
Total<F1> 1,054,440 shares 42.34%
- ----------
<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.
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, LLC 726,031 shares
First Southern Capital Corp., LLC 183,033 shares
First Southern Investments, LLC 22,135 shares
Total<F1> 1,054,440 shares
- ----------
<F1> See Note 1 in the response to Item 5(a) above.
14
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(c) The following transactions of the Common Stock of the Issuer were
effected since the most recent filing of Schedule 13D by the Reporting Persons:
<TABLE>
<CAPTION>
<S> <C> <C>
Transaction 1:
(1) Identity of the person who effected the transaction: First Southern Funding, LLC.
(2) The date of the transaction: December 11, 1998.
(3) The amount of securities involved: 1,300 shares.
(4) The price per share or unit: $7.88 per share (including 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 person who effected the transaction: First Southern Funding, LLC.
(2) The date of the Transaction: December 16, 1998.
(3) The amount of securities involved: 15,000 shares.
(4) The price per share or unit: $8.05 per share (including brokerage commissions).
(5) Where and how the transaction was effected: By the Reporting
Person's broker, Investment Management & Research, Inc.
Transaction 3:
(1) Identity of the person who effected the transaction: First Southern Funding, LLC.
(2) The date of the transaction: December 17, 1998.
(3) The amount of securities involved: 275 shares.
(4) The price per share or unit: $8.06 per share (including brokerage commissions).
(5) Where and how the transaction was effected: By the Reporting
Person's broker, Investment Management & Research, Inc.
Transaction 4:
(1) Identity of the person who effected the transaction: First Southern Funding, LLC.
(2) The date of the transaction: December 29, 1998.
(3) The amount of securities involved: 2,700 shares.
(4) The price per share or unit: $8.50 per share (including brokerage commissions).
(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.
</TABLE>
15
<PAGE>
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)
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 (previously filed)
16
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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.
January 5, 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.
17
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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
18
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EXHIBIT B
AGREEMENT
THIS AGREEMENT is made and entered into by and between Jesse T.
Correll, First Southern Bancorp, Inc., First Southern Funding, LLC, 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
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,
LLC, 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,
LLC, 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, LLC, 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.
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6. Jesse T. Correll, First Southern Bancorp, Inc., First Southern Funding,
LLC, First Southern Capital Corp., LLC and First Southern Investments, LCC each
acknowledge and agree that Jesse T. Correll 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 November 20, 1998, among
the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 5th day of January, 1999.
FIRST SOUTHERN BANCORP, INC.
By:/S/ JESSE T. CORRELL
Jesse T. Correll, President
FIRST SOUTHERN FUNDING, LLC
By:/S/ JESSE T. CORRELL
Jesse T. Correll, Manager
FIRST SOUTHERN CAPITAL CORP., LLC
By: /S/ JESSE T. CORRELL
Jesse T. Correll, Manager
FIRST SOUTHERN INVESTMENTS, LLC
By:/S/ JESSE T. CORRELL
Randall Attkisson, President
/S/ JESSE T. CORRELL
Jesse T. Correll, individually
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