<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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)
December 31, 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 [ ]
1
<PAGE> 2
CUSIP No. 913111209 13D Page 2 of 45 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 1,091,614*
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0*
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,091,614*
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,091,614*
- --------------------------------------------------------------------------------
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
27.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* See response to Item 5
2
<PAGE> 3
CUSIP No. 913111209 13D Page 3 of 45 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
3.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
- --------------------------------------------------------------------------------
* See response to Item 5
3
<PAGE> 4
CUSIP No. 913111209 13D Page 4 of 45 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, 00
- --------------------------------------------------------------------------------
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 112,704*
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY See response to Item 5
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 112,704*
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
4
<PAGE> 5
CUSIP No. 913111209 13D Page 5 of 45 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
4.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* See response to Item 5
5
<PAGE> 6
CUSIP No. 913111209 13D Page 6 of 45 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 --------------------------------------------------
BENEFICILLY 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
0.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* See response to Item 5
6
<PAGE> 7
CUSIP No. 913111209 13D Page 7 of 45 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ward F. 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
Kentucky
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7
<PAGE> 8
CUSIP No. 913111209 13D Page 8 of 45 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WCorrell, Limited Partnership
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
- --------------------------------------------------------------------------------
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 72,750*
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY *
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 72,750*
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
72,750*
- --------------------------------------------------------------------------------
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
1.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
* See response to Item 5
8
<PAGE> 9
CUSIP No. 913111209 13D Page 9 of 45 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cumberland Lake Shell, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
- --------------------------------------------------------------------------------
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 98,523*
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY *
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 98,523*
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
98,523*
- --------------------------------------------------------------------------------
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
2.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* See response to Item 5
9
<PAGE> 10
CUSIP No. 913111209 13D Page 10 of 45 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dyscim Holding Co., Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
- --------------------------------------------------------------------------------
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 138,545*
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY *
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 138,545*
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
138,545*
- --------------------------------------------------------------------------------
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
3.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* See response to Item 5
10
<PAGE> 11
Explanatory Note
With this amendment, the reporting persons are updating the disclosures
to reflect the closing of the exchange of shares of North Plaza of Somerset,
Inc. by the reporting persons for shares of United Trust Group, Inc., the
inclusion of certain former shareholders of North Plaza of Somerset, Inc. as
reporting persons on this Schedule 13D, and recent transactions in common stock
of United Trust Group, Inc. by reporting persons.
ITEM 1. SECURITY AND ISSUER
Not amended.
ITEM 2. IDENTITY AND BACKGROUND
The persons reporting on this Schedule 13D are Jesse T. Correll, First
Southern Bancorp, Inc., First Southern Funding, LLC, First Southern Capital
Corp., LLC and First Southern Investments, LLC, Ward F. Correll, WCorrell,
Limited Partnership, Cumberland Lake Shell, Inc. and Dyscim Holding Co., Inc.
(individually, each is referred to as a Reporting Person and collectively, the
Reporting Persons). 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 Mr. Correll 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.
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<PAGE> 12
(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 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.
A list of the directors, executive officers and controlling persons of
FSBI, including information about their principal business address and principal
occupation, is filed in Exhibit F and incorporated herein by reference.
All of the directors, executive officers and controlling
persons of FSBI are citizens of the United States and during the last five
years, none of these directors or executive officers or controlling shareholders
(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.
12
<PAGE> 13
(c) The principal business of FSF is investments. 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 FSF 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.
A list of the managers, executive officers and controlling
persons of FSF, including information about their principal business addresses
and principal occupations, is filed in Exhibit F and incorporated herein by
reference.
Each of the managers, executive officers and controlling
persons of FSF 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.
Managers and Controlling Persons of FSC:
13
<PAGE> 14
A list of the managers of FSC, including information about
their principal business address and principal occupation, is filed in Exhibit F
and incorporated herein by reference.
The managers of FSC 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 FSI 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.
Executive Officer of FSI:
Name and Offices Present Principal Occupation or
HELD WITH FSI BUSINESS ADDRESS EMPLOYMENT
Randall L. Attkisson P.O. Box 328 Vice President, Treasurer
President 99 Lancaster Street and Director of First
Stanford, KY 40484 Southern 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.
14
<PAGE> 15
Mr. Attkisson and the members of FSI 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.
WARD F. CORRELL
(a) The name of this Reporting Person is Ward F. Correll.
(b) The business address of Ward F. Correll is P.O. Box 430, 150
Railroad Drive, Somerset, KY 42502.
(c) Ward F. 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:
Controlling shareholder, Cumberland Lake Shell, Inc. (gasoline
wholesaler), P.O. Box 430, 150 Railroad Drive, Somerset, KY
42502.
(d) During the last five years, Ward F. Correll has not been
convicted of a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Ward F. Correll was not a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which Ward F. Correll
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) Ward F. Correll is a citizen of the United States.
WCORRELL, LIMITED PARTNERSHIP (a Kentucky limited partnership)
(a) The name of this Reporting Person is WCorrell, Limited
Partnership.
(b) The state of its organization is Kentucky.
(c) WCorrell, Limited Partnership's principal business is
investments, and its principal office address is P.O. Box
430, 150 Railroad Drive, Somerset, KY 42502.
15
<PAGE> 16
(d) During the last five years, WCorrell, Limited Partnership has
not been convicted of a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, WCorrell, Limited Partnership was
not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which CLS 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.
A list of the general partners of WCorrell, Limited Partnership,
including information about their principal business address and principal
occupation, is filed in Exhibit F and incorporated herein by reference.
All of the general partners of WCorrell, Limited Partnership
are citizens of the United States and during the last five years, none of these
general partners (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.
CUMBERLAND LAKE SHELL, INC. (CLS) (a Kentucky corporation)
(a) The name of this Reporting Person is Cumberland Lake Shell,
Inc.
(b) The state of organization of CLS is Kentucky.
(c) The principal business of CLS is a gasoline wholesaler. The
address of the principal office of CLS is P.O. Box 430, 150
Railroad Drive, Somerset, KY 42502.
(d) During the last five years, CLS has not been convicted of a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, CLS was not a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which CLS 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.
A list of the directors, executive officers and controlling persons of
CLS, including information about their principal business address and principal
occupation, is filed in Exhibit F and incorporated herein by reference.
16
<PAGE> 17
All of the directors, executive officers and controlling
persons of CLS are citizens of the United States and during the last five years,
none of these directors or executive officers or controlling shareholders (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.
DYSCIM HOLDING CO., INC. (a Kentucky corporation)
(a) The name of this Reporting Person is Dyscim Holding Co., Inc.
(b) The state of organization of Dyscim Holding Co., Inc. is
Kentucky.
(c) The principal business of Dyscim Holding Co., Inc. is a
holding company for Adamas Diamond Corporation, which is
principally engaged in the manufacture of diamond jewelry, and
the address of its principal office is P. O. Box 328, 99
Lancaster Street, Stanford, KY 40484.
(d) During the last five years, Dyscim Holding Co., Inc. has not
been convicted of a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Dyscim Holding Co., Inc. was not a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which Dyscim
Holding Co., Inc. 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.
A list of the directors, executive officers and controlling persons of
Dyscim Holding Co., Inc., including information about their principal business
address and principal occupation, is filed in Exhibit F and incorporated herein
by reference.
All of the directors, executive officers and controlling
persons of Dyscim Holding Co., Inc. are citizens of the United States and during
the last five years, none of these directors or executive officers or
controlling shareholders (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.
17
<PAGE> 18
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. $ 1,416,682<F1>
First Southern Funding, LLC $ 12,881,967<F2>
First Southern Capital Corp., LLC $ 2,339,995
First Southern Investments, LLC $ 291,000
Jesse T. Correll $ 1,239,744<F3>
Cumberland Lake Shell, Inc. $ 1,083,753<F3>
Dyscim Holding, Inc. $ 1,523,995<F3>
WCorrell, Limited Partnership $ 800,250<F3>
Total $ 21,577,386
Funds used by First Southern Bancorp, Inc.
to purchase Convertible Notes (including
accrued interest) $ 3,108,050
Aggregate amount* $ 24,685,436
*Excludes acquisition related expenses.
<F1> Includes cost of shares of United Income, Inc. ("UII") which were
converted into shares of UTI in the merger of UII into UTI.
<F2> Includes $2,792,251, representing value of shares of North Plaza
of Somerset, Inc. exchanged for shares of Common Stock (based on
estimated value of approximately $4000 per share)
<F3> Representing value of shares of North Plaza of Somerset, Inc.
exchanged for shares of Common Stock (based on estimated value
of approximately $4000 per share)
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 exchanged shares of UII and North Plaza of
Somerset, Inc. and employed working capital to make these purchases of the
Common Stock, including funds on hand and amounts drawn under existing lines of
credit. The lines of credit initially extended by Star Bank, NA, have been
refinanced and are currently with National City Bank of Evansville. FSF borrowed
$7,809,068 and FSBI borrowed $1,820,775 in making the purchases.
ITEM 4. PURPOSE OF TRANSACTION
Not amended.
18
<PAGE> 19
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>
Jesse T. Correll 323,999 shares<F2> 8.16%<F2>
First Southern Bancorp, Inc 125,825 shares 3.17%
First Southern Funding, LLC 1,091,614 shares 27.50%
First Southern Capital Corp., LLC 183,033 shares 4.61%
First Southern Investments, LLC 23,135 shares 0.58%
Ward F. Correll 98,523 shares<F3> 2.48%<F3>
WCorrell, Limited Partnership 72,750 shares<F2> 1.83%<F2>
Cumberland Lake Shell, Inc. 98,523 shares 2.48%<F3>
Dyscim Holding Co., Inc. 138,545 shares<F2> 3.49%<F2>
Total<F4> 1,846,129 shares 46.50%
<F1> The percentage of outstanding shares is based on 3,970,266 shares
of Common Stock outstanding.
<F2> The share ownership of Mr. Correll includes 138,545 shares of
Common Stock held by Dyscim Holding Co., Inc., a Kentucky
corporation all of the outstanding shares of which are owned by
Mr. Correll, and 72,750 shares of Common Stock held by WCorrell
Limited Parntership, a Kentucky limited partnership in which Mr.
Correll serves as managing general partner and, as such, has sole
voting and dispositve power over the shares of Common Stock held
by it.
<F3> Represents the shares of Common Stock held by Cumberland Lake
Shell, Inc., all of the outstanding voting shares of which are
owned by Ward F. Correll and his wife. As a result, Ward F.
Correll may be deemed to share the voting and dispositive power
over these shares.
<F4> Mr. Correll, FSBI, FSF, FSI and FSC have agreed in principle to
act together for the purpose of acquiring or holding equity
securities of UTI. In addition, because of their relationships
with these Reporting Persons, Ward F. Correll, Cumberland Lake
Shell, Inc., Dyscim Holding Company, Inc. and WCorrell Limited
Partnership may also be deemed to be members of this group.
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 22%
and companies he controls own approximately 35% of the outstanding
voting stock of FSBI. In addition, he is a manager of First
Southern Capital Corp., LLC and First Southern Funding, LLC.
19
<PAGE> 20
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 or under the Option Agreement as 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) The following transactions in the Common Stock of the Issuer were
effected since the most recent filing of an amendment to this Schedule
13D by the Reporting Persons:
First Southern Funding, LLC purchased
42 shares, at a price of $8.25 per share, in a private
transaction with one UTI shareholder on December 20, 1999;
1,740 shares, at a price of $8.25 per share, in private
transactions with seven UTI shareholder on December 27, 1999;
436 shares, at a price of $8.25 per share, in private
transactions with two UTI shareholders on December 30, 1999;
2,340 shares, at a price of $8.19 per share, through a broker
on December 30, 1999;
7,500 shares, at a price of $8.31 per share, through a broker
on December 31, 1999;
1,929 shares, at a price of $8.25 per share, through a broker
on January 6, 2000; and
1,107 shares, at a price of $8.25 per share, in private
transactions with 6 UTI shareholders on January 11, 2000.
In addition, on December 31, 1999, the following persons acquired
shares of common stock from UTI in exchange for shares of North plaza of
Somerset, Inc.:
UTI SHARES ACQUIRED PRICE<F1>
Jesse T. Correll 112,704 $1,239,744
Cumberland Lake Shell, Inc. 98,523 $1,083,753
Dyscim Holding Co., Inc. 138,545 $1,523,995
First Southern Funding, LLC 253,841 $2,792,251
WCorrell, Limited Partnership 72,750 $ 800,250
<F1> Value of shares of North Plaza of Somerset, Inc. exchanged, based on an
estimated value of approximately $4000 per share.
20
<PAGE> 21
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
See responses to Items 4 and 5 above. Other than (i) the Acquisition
Agreement, the Stock Purchase Agreement, the Convertible Note Purchase
Agreement, and the Option Agreement, all four of which are filed as Exhibit A,
(ii) as described in the responses to Items 4 and 5 above, (iii) the Agreement
of Assignment among the Reporting Persons, dated November 20, 1998, which is
filed as Exhibit E, and incorporated herein by reference, (iv) the Agreement
Among Reporting Persons attached hereto as Exhibit B, (v) the letter of intent
(which is filed as Exhibit G) and the acquisition agreement (which is attached
hereto as Exhibit I) with respect to the acquisition of shares of Common Stock
in exchange for shares of North Plaza of Somerset, Inc., neither the Reporting
Persons nor any of their directors, executive officers or controlling persons is
a party to any contract, arrangement, understanding or relationship (legal or
otherwise) with respect to any security of the Issuer, including but not limited
to transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
The following exhibits are filed with this Schedule 13D:
Exhibit A 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
Exhibit B Agreement among Reporting Persons for the filing of a single Schedule
13D pursuant to Rule 13d-l(f)(l).
Exhibit C Business Loan Agreement relating to the borrowing of funds by FSF.
Exhibit D Business Loan Agreement relating to the borrowing of funds by
FSBI.
Exhibit E Agreement of Assignment among the Reporting Persons dated November
20, 1998.
Exhibit F Members of First Southern Investments, LLC.
Exhibit G Letter of intent between UTI and Mr. Correll, on behalf of the
shareholders of North Plaza of Somerset, Inc.
Exhibit H Promissory note relating to the borrowing of funds by FSF and
FSBI.
21
<PAGE> 22
Exhibit I Stock Acquisition Agreement dated December 30, 1999, between
UTG and Shareholders
22
<PAGE> 23
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.
Date: January 11, 2000 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 7, 2000, 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.
23
<PAGE> 24
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 7, 2000 for
the filing of a single Schedule 13D pursuant to Rule
13d-l(f)(l).
C* Business Loan Agreement relating to the borrowing of funds by
FSF
D* Business Loan Agreement relating to the borrowing of funds by
FSBI.
E* Agreement of Assignment among the Reporting Persons dated
November 20, 1998
F Directors, officers, members, general partners and controlling
persons of Reporting Persons
G* Letter of intent between UTI and Mr. Correll, on behalf of the
shareholders of North Plaza of Somerset, Inc.
H* Promissory note relating to the borrowing of funds by FSF and
FSBI.
I Stock Acquisition Agreement dated December 30, 1999, between
UTG and Shareholders
* Previously filed
<PAGE> 25
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, Ward Correll,
WCorrell, Limited Partnership, Cumberland Lake Shell, Inc. and Dyscim Holding
Co., Inc. (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 Group, Inc.
WHEREAS, each member of the Group desires to file a single Schedule 13D
indicating the beneficial ownership of each member; and
WHEREAS, the rules of Securities and Exchange Commission require 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, First Southern Investments,
LCC, Ward Correll, WCorrell, Limited Partnership, Cumberland Lake Shell, Inc.
and Dyscim Holding Co., Inc. agree that a single Schedule 13D and any amendments
thereto relating to the shares of Common Stock of United Trust Group, 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, First Southern Investments,
LCC, Ward Correll, WCorrell, Limited Partnership, Cumberland Lake Shell, Inc.
and Dyscim Holding Co., Inc. 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.
<PAGE> 26
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, First Southern
Investments, LCC, WCorrell, Limited Partnership, Cumberland Lake Shell, Inc. and
Dyscim Holding Co., Inc. 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.
6. Jesse T. Correll, First Southern Bancorp, Inc., First Southern
Funding, LLC, First Southern Capital Corp., LLC, First Southern Investments,
LCC, Ward Correll, WCorrell, Limited Partnership, Cumberland Lake Shell, Inc.
and Dyscim Holding Co., Inc. 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 January 5, 1999,
among the parties hereto.
<PAGE> 27
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 7 day of January, 2000.
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/ RANDALL ATTKISSON
Randall Attkisson, President
/S/ JESSE T. CORRELL
Jesse T. Correll, individually
/S/ WARD CORRELL
Ward Correll, individually
WCORRELL, LIMITED PARTNERSHIP
By /S/ JESSE T. CORRELL
General Partner
<PAGE> 28
CUMBERLAND LAKE SHELL, INC.
By /S/ LEAH D. TAYLOR
Title PRESIDENT
DYSCIM HOLDING CO., INC.
By /S/ JESSE T. CORRELL
Title PRESIDENT
<PAGE> 29
Exhibit F
Directors, Executive Officers and Controlling Persons of FSBI:
Jesse T. Correll Randall L. Attkisson
Jill M. Martin Ward F. Correll
David S. Downey Douglas P. Ditto
John R. Ball Gary Dick
James P. Rousey Joseph E. Hafley
Managers, Executive Officers and Controlling Person of FSF:
Jesse T. Correll Randall T. Attkisson
Jill M. Martin Christopher Coldiron
Ward F. Correll David S. Downey
Douglas P. Ditto John R. Ball
Gary Dick James P. Rousey
<F1> Mr. Correll also owns approximately 82% of the outstanding
membership interests of FSF.
Managers and Controlling Persons of FSC:
Jesse T. Correll
Randall L Attkisson
Members of First Southern Investments, L.L.C.
John Ball Kathy Ball
William R. Clark McKinley Dailey
Kim Dailey Tommy J. Davis
Joseph E. Hafley J. Paul Long, Jr.
Jill Mart G. Louis Mason II
James P. Rousey John R. Swaim
Becky Taylor Becky Taylor Custodian for Matt Taylor
Everett H. Taylor Michael Taylor
Margaret Taylor Robert M. Turok
Dennis Vaught Barbara Young
<PAGE> 30
Directors, Executive Officers and Controlling Persons of Cumberland Lake Shell,
Inc.:
Ward F. Correll, Director and controlling shareholder
Leah D. Taylor, President and Director
Bridget Henry, Vice President and Director
Melinda Stogsdill, Secretary and Director
Directors, Executive Officers and Controlling Persons of Dyscim Holding Co.,
Inc.:
Jesse T. Correll, President, Director and controlling shareholder
Allen Denney, Secretary and Director
General Partners of WCorrell, Limited Partnership:
Jesse T. Correll, managing general partner
Ward F. Correll, general partner
All of the individuals identified above in this Exhibit 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.
The following table shows the business address and principal occupation
of the individuals identified above in this Exhibit:
Randall L. Attkisson P. O. Box 328 Vice President, Treasurer
99 Lancaster Street and Director of First
Standford, KY 40484 Southern Bancorp, Inc.
(Bank holding company)
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, Bryantsville
Lexington, KY 40509 Clinic (Health Care Facility)
William R. Clark P. O. Box 628 Senior Vice President, First
27 Public Square Southern National Bank
Lancaster, KY 40444 (Bank)
Christoph Coldiron P. O. Box 328 Loan Officer and Vice President
99 Lancaster Street of First Southern National Bank
<PAGE> 31
Stanford, KY 40484 (Bank)
Jesse T. Correll P.O. Box 328 President and Director
99 Lancaster Street of First Southern Bancorp, Inc.
Stanford, KY 40484 (Bank holding company)
Ward F. Correll P.O. Box 430 Controlling Shareholder,
150 Railroad Drive Cumberland Lake Shell, Inc.
Somerset, KY 42502 (Gasoline wholesaler)
McKinley Dailey P. O. Box 628 Loan Officer, First Southern
27 Public Square National Bank (Bank)
Lancaster, KY 40444
Kim Dailey 937 Moberly Road Teacher, Mercer County High
Harrodsburg, KY 40330 School (Public School)
Tommy J. Davis P. O. Box 295 Community CEO, First Southern
102 West Main Street National Bank (Bank)
Stanford, KY 40484
Allen Denney 345 North Highway 27 President, Adamas Diamond
Suite 4-A Corporation (diamond jewelry
Somerset, KY 42501 manufacturer)
Gary Dick P.O. Box 489 Community CEO and Director
216 North Main Street of First Southern National
Monticello, KY 42633 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)
Joseph E. Hafley P. O. Box 328 Chief Lending Officer, First
99 Lancaster Street Southern Bancorp, Inc. (Bank
Stanford, KY 40484 Holding Company)
Bridget Henry P.O. Box 430 Vice President, Director,
150 Railroad Drive Cumberland Lake Shell, Inc.
Somerset, KY 42502 (gasoline wholesaler)
J. Paul Long, Jr. P. O. Box 295 Loan Officer, First Southern
102 West Main Street National Bank (Bank)
Stanford, KY 40484
<PAGE> 32
Jill Martin P. O. Box 328 Secretary, First Southern
99 Lancaster Street Bancorp, Inc. (Bank Holding
Stanford, KY 40484 Company)
G. Louis Mason II P. O. Box 328 Technology Manager, First
99 Lancaster Street Southern Bancorp, Inc. (Bank
Stanford, KY 40484 Holding Company)
James P. Rousey P. O. Box 430 Regional CEO & Director, First
204 Fairfield Drive Southern National Bank
Nicholasville, KY 40356 (Bank)
Melinda Stogsdill P.O. Box 430 Secretary, Director, Cumberland
150 Railroad Drive Lake Shell, Inc. (gasoline
Somerset, KY 42502 wholesaler)
John R. Swaim P. O. Box 430 City CEO, First Southern
204 Fairfield Drive National Bank (Bank)
Nicholasville, KY 40356
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, KY40503 National Bank (Bank)
Everett H. Taylor 1490 New Circle Road, N.E. Asst. Volvo Service Manager,
Lexington, KY 40509 Quantrell Cadillac (Car
Dealership)
Leah D. Taylor P.O. Box 430 President, Director, Cumberland
150 Railroad Drive Lake Shell, Inc. (gasoline
Somerset, KY 42502 wholesaler)
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)
<PAGE> 33
Dennis Vaught P. O. Box 725 Senior Vice President,
894 Richmond Plaza First Southern National Bank
Richmond, KY 40475 (Bank)
Barbara Young P. O. Box 295 Executive Vice President, First
102 West Main Street Southern National Bank (Bank)
Stanford, KY 40484
<PAGE> 34
Exhibit I
STOCK ACQUISITION AGREEMENT
This STOCK ACQUISITION AGREEMENT ("Agreement") is made and
entered into as of the 30th day of December, 1999, by and among (i) UNITED
TRUST GROUP, INC., an Illinois corporation ("UTG"), and (ii) the individual
shareholders listed on Exhibit A attached hereto ("Shareholders").
RECITALS
Shareholders desire to transfer, and UTG desires to accept,
all of the issued and outstanding shares (the "North Plaza Shares") of capital
stock of North Plaza of Somerset, Inc., a Kentucky corporation (the "Company"),
for the consideration and on the terms set forth in this Agreement.
AGREEMENT
The parties, intending to be legally bound, agree as follows:
TRANSFER OF SHARES; CLOSING
1.1 SHARES. Subject to the terms and conditions of this Agreement,
at the Closing (as defined below), Shareholders will transfer the North Plaza
Shares to UTG, and UTG will acquire the North Plaza Shares from Shareholders.
1.2 CONSIDERATION. The consideration (the "Consideration") for the
North Plaza Shares will be 681,818 shares of newly issued UTG common stock ("UTG
Shares") distributed on a pro rata basis to each of the Shareholders listed on
Exhibit A.
1.3 CLOSING. The purchase and sale provided for in this Agreement
will take place at the offices of Wyatt, Tarrant & Combs, 2800 Citizens Plaza,
Louisville, Kentucky 40202, at 10:00 a.m. (local time) on December 30, 1999, or
via fax and overnight courier, or at such other time, date or place upon which
the parties shall agree in writing (the "Closing").
1.4 CLOSING OBLIGATIONS. At the Closing shareholders will deliver
to UTG the certificates representing the North Plaza Shares, duly endorsed (or
accompanied by duly executed stock powers) for transfer to UTG and UTG will
deliver to Shareholders the UTG Shares in restricted, legended form properly
certificated in the names of each of the Shareholders.
<PAGE> 35
2. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS
2.1 Shareholders represent and warrant, jointly and severally, to
UTG as follows:
2.2 ORGANIZATION AND GOOD STANDING. The Company is a corporation
validly existing and in good standing under the laws of the Commonwealth of
Kentucky, with full corporate power and authority to conduct its business as it
is now being conducted, to own or use the properties and assets that it purports
to own or use, and to perform all its obligations under any agreement, contract,
obligation, promise, or undertaking to which it is a party.
2.3 AUTHORITY; NO CONFLICT.
(a) This Agreement constitutes the legal, valid, and binding
obligation of Shareholders, enforceable against Shareholders in accordance with
its terms. Shareholders have the absolute and unrestricted right, requisite
individual or corporate power, authority, and capacity to execute and deliver
this Agreement and to consummate the transactions contemplated under this
Agreement.
(b) The execution and delivery of this Agreement does not,
and the consummation of the transactions contemplated hereby will not, conflict
with, or result in any violation of, or default under, any contract or result in
any violation of any permit, license, judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to the Company or the Company's assets.
2.3 CAPITALIZATION. The authorized equity securities of the
Company consist of 10,000 shares of common stock, no par value per share, of
which 1,875 shares are issued and outstanding and constitute the North Plaza
Shares, held according to Exhibit A attached hereto . Shareholders are and will
be on the Closing Date the record and beneficial owners and holders of the North
Plaza Shares, free and clear of all liens, claims and encumbrances. No person
other than Shareholders owns any capital stock of the Company or has any
options, warrants or other rights to acquire same.
2.4 TITLE TO PROPERTIES; ENCUMBRANCES. The Company owns (with
good and marketable title in the case of real property) all the properties and
assets (whether real, personal, or mixed and whether tangible or intangible)
that it purports to own. All material properties and assets will be free and
clear of all encumbrances on the Closing Date subject only to (a) liens for
current taxes not yet due, and (b) with respect to owned real property, (i)
minor imperfections of title, if any, none of which is substantial in amount,
materially detracts from the value or impairs the use of the property subject
thereto, or impairs the operations of the Company, and (ii) zoning laws and
other land use restrictions that do not impair the present or anticipated use of
the property subject thereto.
2.5 NO LIABILITIES. The Company will have no liabilities at the
Closing Date other than incidental accounts payable..
[2]
<PAGE> 36
2.6 TAXES. The Company has timely filed or caused to be filed all
federal, state, foreign and local income, franchise, gross receipts, payroll,
sales, use, withholding, occupancy, excise, real and personal property,
employment and other tax returns, tax information returns and reports required
to be filed.
2.7 LEGAL PROCEEDINGS. There are no claims of any kind or any
actions, suits, proceedings, arbitrations or investigations pending or, to
Shareholders' best knowledge, threatened against or affecting the Company
against any asset, interest or right of Shareholders or the Company or which
questions the validity of the transactions contemplated by this Agreement.
2.8 EMPLOYEES. The Company has no employees currently and has had
no employees since the date of its organization; thus, the company has no
obligations under any employment benefit plans of any type.
2.9 COMPLIANCE WITH LAWS. To the best knowledge of the
Shareholders, the Company is in compliance with all laws and regulations,
including material applicable environmen tal laws and regulations.
2.10 CURRENT LEASES. Shareholders have provided UTG with copies of
all of the shopping center leases to which the Company is a party. Each of such
leases is in full force and effect, and none of them are in default.
2.11 FINANCIAL INFORMATION. Shareholders have provided to UTG
current financial statements of the Company. Such financial statements and notes
fairly present the financial condition of the Company as of the date indicated.
2.12 EXAMINATION. Shareholders acknowledge that:
(a) UTG has afforded to Shareholders, full access
throughout the period prior to Closing hereunder to all of the properties,
books, contracts, commitments and records of the Company;
(b) Shareholders have been furnished, during such period
prior to Closing, with all information concerning the business and properties of
UTG as Shareholders have reasonably requested; and
(c) All questions concerning the operations of UTG,
which Shareholders have asked, have been answered to Shareholders' reasonable
satisfaction.
2.13 INVESTMENT INTENT. Shareholders hereby represent and warrant
to UTG that:
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<PAGE> 37
(a) Shareholders are acquiring the UTG Shares for their own accounts
for investment and not with a view to the resale, distribution or
fractionalization thereof, within the meaning of the federal and state
securities laws; and
(b) Shareholders understand that the UTG Shares have not been, and
might never be, registered under the Securities Act of 1933 or applicable state
securities laws.
3. REPRESENTATIONS AND WARRANTIES OF UTG
UTG represents and warrants to Shareholders as follows:
3.1 ORGANIZATION AND GOOD STANDING. UTG is a corporation validly
existing, and in good standing under the laws of the State of Illinois.
3.2 AUTHORITY; NO CONFLICT.
(a) This Agreement constitutes the legal, valid, and
binding obligation of UTG, enforceable in accordance with its terms. UTG has the
absolute and unrestricted right, requisite corporate power, and authority to
execute and deliver this Agreement and to deliver the UTG Shares and to perform
its obligations under this Agreement.
(b) Neither the execution and delivery of this Agreement
by UTG nor the consummation or performance of any of the transactions
contemplated by this Agreement by UTG will give any person the right to prevent,
delay, or otherwise interfere with any of the transactions contemplated by this
Agreement.
3.3 CAPITALIZATION. The authorized equity securities of UTG
consist of 7,000,000 shares of common stock, no par value per share, of which
3,288,448 shares are issued and outstanding. The UTG Shares, when issued on the
Closing Date, will be validly issued, fully paid and non-assessable.
3.4 LEGAL PROCEEDINGS. There are no claims of any kind or any
actions, suits, proceedings, arbitrations or investigations pending or, to UTG's
best knowledge, threatened against or affecting the validity of the transactions
contemplated by this Agreement.
3.5 FINANCIAL INFORMATION. UTG has provided Shareholders with
current financial statements of UTG as of September 30, 1999. Such financial
statements and notes fairly present the financial condition of UTG as of the
date indicated, and for the periods referred to in such financial statements,
all in accordance with GAAP, applied on a consistent basis.
[4]
<PAGE> 38
3.6 EXAMINATION. UTG acknowledges that:
(a) Shareholders have accorded to UTG, full access
throughout the period prior to Closing hereunder to all of the properties,
books, contracts, commitments and records of the Company;
(b) UTG has been furnished, during such period prior to
Closing, with all information concerning the business and properties of the
Company as UTG has reasonably requested; and
(c) All questions concerning the operations of the
Company, which UTG has asked, have been answered to UTG's reasonable
satisfaction.
3.7 INVESTMENT INTENT. UTG hereby represents and warrants to the
Shareholders that:
(a) UTG is acquiring the North Plaza Shares for its own accounts for
investment and not with a view to the resale, distribution or fractionalization
thereof, within the meaning of the federal and state securities laws; and
(b) UTG understands that North Plaza Shares have not been, and might
never be, registered under the Securities Act of 1933 or applicable state
securities laws.
4. CONDITIONS PRECEDENT TO UTG'S OBLIGATION TO CLOSE
UTG's obligation to accept the North Plaza Shares and to take the other
actions required to be taken by it at the Closing is subject to the
satisfaction, at or prior to the Closing, of each of the following conditions
(any of which may be waived by UTG, in whole or in part):
4.1 ACCURACY OF REPRESENTATIONS. Each of the representations and
warranties of the Shareholders in this Agreement must have been accurate in all
material respects as of the date of this Agreement, and must be accurate in all
material respects as of the Closing Date (except for representations and
warranties that are as of a specific date) as if made on the Closing Date.
4.2 PERFORMANCE BY SHAREHOLDERS. Each of the covenants and
obligations that any of the Shareholders is required to perform or to comply
with pursuant to this Agreement at or prior to the Closing, must have been duly
performed and complied with in all material respects.
4.3 CONSENTS. All consents of third parties and all regulatory
approvals or clearances necessary to the consummation of the transactions
contemplated by the Agreement shall have been obtained
4.4 NO PROCEEDINGS. Since the date of this Agreement, there must
not have been commenced or threatened any proceeding (a) involving any
challenge to, or seeking damages or other relief in connection with, any of the
transactions contemplated by this Agreement, or (b) that
[5]
<PAGE> 39
may have the effect of preventing, delaying, making illegal, or otherwise
interfering with any of the transactions contemplated by this Agreement.
4.5 NO MATERIAL ADVERSE CHANGE. Since the date of this Agreement,
there shall have been no material adverse change in the business, financial
condition, operations or prospects of the Company.
5. CONDITIONS PRECEDENT TO SHAREHOLDERS'
OBLIGATION TO CLOSE
The Shareholders' obligation to transfer the North Plaza
Shares to UTG and to take the other actions required to be taken by the
Shareholders at the Closing are subject to the satisfaction, at or prior to the
Closing, of each of the following conditions:
5.1 ACCURACY OF REPRESENTATIONS. Each of UTG's representations and
warranties in this Agreement must have been accurate in all material respects as
of the date of this Agreement, and must be accurate in all material respects as
of the Closing Date as if made on the Closing Date.
5.2 UTG'S PERFORMANCE. Each of the covenants and obligations that
UTG is required to perform or to comply with pursuant to this Agreement at or
prior to the Closing must have been performed and complied with in all material
respects.
5.3 CONSENTS. All consents of third parties and all regulatory
approvals or clearances necessary to the consummation of the transactions
contemplated by the Agreement shall have been obtained.
5.4 NO PROCEEDINGS. Since the date of this Agreement, there must
not have been commenced or threatened any proceeding (a) involving any challenge
to, or seeking damages or other relief in connection with, any of the
transactions contemplated by this Agreement, or (b) that may have the effect of
preventing, delaying, making illegal, or otherwise interfering with any of the
transactions contemplated by this Agreement.
5.5 NO MATERIAL ADVERSE CHANGE. Since the date of this Agreement,
there shall have been no material adverse change in the business, financial
condition, operations or prospects of the Company.
6. CONDITIONS PRECEDENT FOR SHAREHOLDERS' AND UTG'S
OBLIGATIONS TO CLOSE
The obligations of all parties hereto shall be conditioned on the
transactions contemplated by this Agreement qualifying for tax-free
reorganization treatment in accordance with Section 368(a)(1)(B) of the Internal
Revenue Code of 1986, as amended.
[6]
<PAGE> 40
7. TERMINATION
7.1 TERMINATION EVENTS. This Agreement may, by notice given prior
to or at the Closing, be terminated:
(a) by UTG or Shareholders if a material breach of any
provision of this Agreement has been committed by the other party and such
breach has not been waived;
(b) by mutual consent of UTG and Shareholders; or
(c) by either UTG or Shareholders if the Closing has not
occurred (other than through the failure of any party seeking to terminate this
Agreement to comply fully with its obligations under this Agreement) on or
before January 31, 2000, or such later date as the parties may agree upon.
8. INDEMNIFICATION; REMEDIES
8.1 SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWL
EDGE. All representations, warranties, covenants, and obligations in this
Agreement, and any other certificate or document delivered pursuant to this
Agreement will survive the Closing for a period of one year. The waiver of any
condition based on the accuracy of any representation or warranty, or on the
performance of or compliance with any covenant or obligation, will not affect
the right to indemnification, payment of damages, or other remedy based on such
representations, warranties, covenants, and obligations.
8.2 INDEMNIFICATION AND PAYMENT OF DAMAGES BY SHAREHOLDERS.
Shareholders will indemnify and hold harmless UTG for, and will pay to UTG the
amount of, any damages, arising, directly or indirectly, from or in connection
with: any breach of any representation or warranty made by Shareholders in this
Agreement or any certificate or document delivered by them pursuant to this
Agreement; and any breach by Shareholders of any covenant or obligation of
Shareholders in this Agreement.
8.3 INDEMNIFICATION AND PAYMENT OF DAMAGES BY UTG. UTG will
indemnify and hold harmless Shareholders, and will pay to them the amount of any
damages arising, directly or indirectly, from or in connection with (a) any
breach of any representation or warranty made by UTG in this Agreement or in any
certificate delivered by UTG pursuant to this Agreement, or (b) any breach by
UTG of any covenant or obligation of UTG in this Agreement.
9. GENERAL PROVISIONS
9.1 EXPENSES. Except as otherwise expressly provided in this
Agreement, each party to this Agreement will bear its respective expenses
incurred in connection with the preparation, execution, and performance of this
Agreement and the transactions contemplated by this Agreement, including all
fees and expenses of agents, representatives, counsel, and accountants.
[7]
<PAGE> 41
9.2 NOTICES. All notices, consents, waivers, and other
communications under this Agreement must be in writing and will be deemed to
have been duly given when (a) delivered by hand (with written confirmation of
receipt), (b) sent by telecopier (with written confirmation of receipt),
provided that a copy is mailed by registered mail, return receipt requested, or
(c) when received by the addressee, if sent by a nationally recognized overnight
delivery service (receipt requested), in each case to the appropriate addresses
and telecopier numbers set forth below (or to such other addresses and
telecopier numbers as a party may designate by notice to the other parties):
SHAREHOLDERS: To each of them, in accordance with their address of record at
UTG.
with a copy to: Wyatt, Tarrant & Combs
2800 Citizens Plaza
Louisville, Kentucky 40202
Attention: Kevin J. Hable, Esq.
Telephone No: 502-589-5235
Facsimile No.: 502-589-0309
UTG: United Trust Group, Inc.
5250 South Sixth Street, P.O. Box 5147
Springfield, Illinois 62703
Telephone No: 217-241-6300 (Ext. 323)
Facsimile No.: 217-241-6578
9.3 JURISDICTION; SERVICE OF PROCESS. Any action or proceeding
seeking to enforce any provision of, or based on any right arising out of, this
Agreement may be brought against any of the parties in the courts of the
Commonwealth of Kentucky, County of Lincoln, or it has or can acquire
jurisdiction, in the United States District Court for the Eastern District of
Kentucky, and each of the parties consents to the jurisdiction of such courts
(and of the appropriate appellate courts) in any such action or proceeding and
waives any objection to venue laid therein. Process in any action or proceeding
referred to in the preceding sentence may be served on any party anywhere in the
world.
9.4 FURTHER ASSURANCES. The parties agree (a) to furnish upon
request to each other such further information, (b) to execute and deliver to
each other such other documents, and (c) to do such other acts and things, all
as the other party may reasonably request for the purpose of carrying out the
intent of this Agreement and the documents referred to in this Agreement.
9.5 WAIVER. The rights and remedies of the parties to this
Agreement are cumulative and not alternative. Neither the failure nor any delay
by any party in exercising any right, power, or privilege under this Agreement
or the documents referred to in this Agreement will operate as a waiver of such
right, power, or privilege, and no single or partial exercise of any such right,
power, or privilege will preclude any other or further exercise of such right,
power, or privilege or the exercise of any other right, power, or privilege.
9.6 ENTIRE AGREEMENT AND MODIFICATION. This Agreement supersedes
all prior agreements between the parties with respect to its subject matter and
constitutes (along with
[8]
<PAGE> 42
the documents referred to in this Agreement) a complete and exclusive statement
of the terms of the agreement between the parties with respect to its subject
matter. This Agreement may not be amended except by a written agreement of both
parties.
9.7 ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS. None of
the parties may assign any rights under this Agreement without the prior consent
of the other party. Subject to the preceding sentence, this Agreement will apply
to, be binding in all respects upon, and inure to the benefit of the successors
and permitted assigns of the parties. Nothing expressed or referred to in this
Agreement will be construed to give any Person other than the parties to this
Agreement any legal or equitable right, remedy, or claim under or with respect
to this Agreement or any provision of this Agreement. This Agreement and all of
its provisions and conditions are for the sole and exclusive benefit of the
parties to this Agreement and their successors and assigns.
9.8 SEVERABILITY. If any provision of this Agreement is held
invalid or unenforceable by any court of competent jurisdiction, the other
provisions of this Agreement will remain in full force and effect. Any provision
of this Agreement held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or unenforceable.
9.9 TIME OF ESSENCE. With regard to all dates and time periods
set forth or referred to in this Agreement, time is of the essence.
9.10 GOVERNING LAW. This Agreement will be governed by the laws of
the Commonwealth of Kentucky without regard to conflicts of laws principles.
9.11 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement.
[ REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[9]
<PAGE> 43
IN WITNESS WHEREOF, the parties have executed and delivered
this Stock Acquisition Agreement as of the date first written above.
"UTG":
UNITED TRUST GROUP, INC.
By: /S/ GEORGE E. FRANCIS
Name: GEORGE E. FRANCIS
Title: EXECUTIVE VICE PRESIDENT
"SHAREHOLDERS"
/S/ JESSE T. CORRELL
Jesse T. Correll
/S/ WARD CORRELL
Ward Correll
/S/ AL DENNEY
Al Denney
DYSCIM HOLDING COMPANY, INC., a
Kentucky Corporation
By: /S/ JESSE T. CORRELL
Name: JESSE T. CORRELL
Its: PRESIDENT
CUMBERLAND LAKE SHELL, INC. a
Kentucky Corporation
By: /S/ LEAH D. TAYLOR
Name: LEAH D. TAYLOR
Its: PRESIDENT
[10]
<PAGE> 44
FIRST SOUTHERN FUNDING, LLC a
Kentucky Limited Liability Company
By: /S/ JESSE T. CORRELL
Name: JESSE T. CORRELL
Its: PRESIDENT
[11]
<PAGE> 45
EXHIBIT A
NORTH PLAZA OF SOMERSET, INC.
SHAREHOLDERS
NUMBER OF SHARES: AS OF 12/27/99 #UTG SHARES TO RECEIVE
Jess Correll 310 112,704
Ward Correll 200 72,750
Al Denney 15 5,455
Dyscim 381 138,545
Cumberland Lake Shell 271 98,523
First Southern Funding 698 253,841
--------------- --------------------
1,875 681,818
=============== ====================
