<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)
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)
March 28, 2000
(Date of Event which requires filing of this Statement)
If the filing person has previously filed a Statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
Schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check
the following box [ ]
Page 1 of 30
<PAGE> 2
CUSIP No. 913111209 13D Page 2 of 30 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 1,122,396*
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0*
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,122,396*
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,122,396*
- --------------------------------------------------------------------------------
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
28.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* See response to Item 5
<PAGE> 3
CUSIP No. 913111209 13D Page 3 of 30 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 330,625*
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0*
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 330,625*
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
330,625*
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
[X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
- --------------------------------------------------------------------------------
* See response to Item 5
<PAGE> 4
CUSIP No. 913111209 13D Page 4 of 30 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, OO
- --------------------------------------------------------------------------------
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
<PAGE> 5
CUSIP No. 913111209 13D Page 5 of 30 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
<PAGE> 6
CUSIP No. 913111209 13D Page 6 of 30 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Southern Investments, LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 23,135*
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0*
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 23,135*
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
23,135*
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
[X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* See response to Item 5
<PAGE> 7
CUSIP No. 913111209 13D Page 7 of 30 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
- --------------------------------------------------------------------------------
<PAGE> 8
CUSIP No. 913111209 13D Page 8 of 30 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
OO
- --------------------------------------------------------------------------------
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
<PAGE> 9
CUSIP No. 913111209 13D Page 9 of 30 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
OO
- --------------------------------------------------------------------------------
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
<PAGE> 10
CUSIP No. 913111209 13D Page 10 of 30 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
OO
- --------------------------------------------------------------------------------
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
<PAGE> 11
Explanatory Note
With this amendment, the reporting persons are updating the disclosures
in the text of Items 2, 3, 4 and 5 and Exhibit F (relating to Item 2) of this
Report to reflect recent purchases of common stock of United Trust Group, Inc.
("UTI"), changes in management of UTI and its subsidiaries, and the intention of
First Southern Bancorp, Inc. to elect the status of a financial holding company
in order to acquire additional shares of UTI upon conversion of the convertible
note it holds.
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.
11 of 30
<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 of 30
<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 of 30
<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 of 30
<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 of 30
<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 of 30
<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
investment activities 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.
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:
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<PAGE> 18
First Southern Bancorp, Inc. $ 1,416,682<F1>
First Southern Funding, LLC $ 13,137,428<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 $ 21,832,847
Funds used by First Southern Bancorp, Inc.
to purchase Convertible Notes (including
accrued interest) $ 3,108,050
Aggregate amount* $ 24,940,897
*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 $4,000 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 $4,000 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
$7,991,690 and FSBI borrowed $1,820,775 in making the purchases.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of shares of Common Stock is for
investment purposes and also for the purpose of acquiring a controlling interest
in UTI by Mr. Correll and/or Reporting Persons affiliated with him.
The Reporting Persons have acquired securities of UTI and intend to
acquire additional shares of Common Stock in accordance with and subject to the
terms and conditions of (a) the Acquisition Agreement, dated April 30, 1998,
between FSF and UTI, as amended May 29, 1998, (b) the Stock Purchase Agreement,
dated April 30, 1998, between FSF and Larry E.
18 of 30
<PAGE> 19
Ryherd, (c) the Convertible Note Purchase Agreement, dated April 30, 1998,
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, and (d)
the Option Agreement between FSF and UTI, dated April 30, 1998 (collectively,
these agreements are referred to as the "Agreements" and are filed with this
Report as Exhibit A and incorporated herein by reference); and pursuant to the
Stock Acquisition Agreement dated December 30, 1999, between UTI and the
shareholders of North Plaza of Somerset, Inc. (a copy of which is attached as
Exhibit I to this Report.). Additional shares of Common Stock that will or may
be acquired under these agreements, are as follows:
1. The $2,560,000 of initial face amount of UTI Convertible Notes
purchased pursuant to the Convertible Note Purchase Agreement
(included in Exhibit A hereto as Exhibit 1(d) to the Acquisition
Agreement), are convertible into 204,800 shares of Common Stock,
and, under the Acquisition Agreement, they are required to be
converted into shares of the Common Stock on or before July 31,
2000.
2. Pursuant to the Option Agreement (included in Exhibit A hereto as
Exhibit 1(e) to the Acquisition Agreement), FSF has the option to
purchase from UTI shares of common stock of UTI for a purchase
price in cash equal to $15 per share, such option to expire on
July 1, 2001. The number of shares of Common Stock subject to the
Option Agreement shall be that number of shares which, following
exercise, and when combined with all of the other shares then
owned by FSF and its affiliates, will represent a majority of the
then outstanding shares of Common Stock, not to exceed 1,450,000
shares. The maximum number of shares subject to such option shall
be reduced by two shares for each share that FSF or its affiliates
purchase in private or public transactions subsequent to the
closing of the Acquisition Agreement. FSF may assign its right to
purchase some or all of the shares subject to the Option Agreement
to one or more of its affiliates.
In addition, one or more of the Reporting Persons have purchased and
may from time to time purchase shares of Common Stock in the open market or in
privately negotiated transactions depending upon, among other things, market
conditions, the market value of the Common Stock and the availability of shares
for sale, the Reporting Person's liquidity and availability of funds or other
similar factors. The Reporting Persons also, from time to time, will evaluate
the structure of their relationship with UTI and the merits of additional
investments in UTI which could include acquisitions of additional securities of
UTI or a business combination involving UTI and one or more of the Reporting
Persons or their affiliates. In any event, FSBI does not presently intend to
acquire directly more than 4.9% of the outstanding Common Stock prior to the
time that such an acquisition is permissible under the Bank Holding Company Act
of 1956, as amended from time to time. FSBI intends to file a declaration to
elect the status of a financial holding company so that its acquisition of
additional shares of Common Stock will be permissible under the Bank Holding
Company Act.
The Acquisition Agreement between UTI and FSF contained covenants
concerning the operation of UTI pending the closing of the transactions
contemplated by that agreement, as well as covenants by UTI and FSF following
the closing, including the following:
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<PAGE> 20
1. BOARD OF DIRECTORS. UTI has agreed to cause three persons
designated by FSF to be appointed to the Board of Directors of UTI
effective as of the closing date of the Acquisition Agreement
(November 20, 1998). For each of the three annual elections of the
UTI Board of Directors following the closing, UTI will cause three
persons designated by FSF to be included in the management slate
of directors recommended to the UTI shareholders for election to
Board membership. UTI will not and will cause the UTI Board of
Directors not to take any action that would increase the size of
the Board of Directors for such three year period. In addition to
the three persons designated, Ward Correll, Jesse Correll's
father, is a Director of UTI.
2. NO ADDITIONAL SHARES. For a period of three years following the
closing of the Acquisition Agreement (November 20, 1998), UTI will
not and will not permit any UTI affiliate to issue additional
shares of capital stock or to issue or agree to issue any option,
warrant or other instrument convertible into shares of capital
stock without prior written consent of FSF.
3. UII NOTE AGREEMENT. UTI agreed to cause United Income, Inc. to
call, as soon as practicable, all of the United Income, Inc.
outstanding convertible debt according to its terms.
4. REPURCHASE OF SHARES. UTI agreed to purchase for a cash price of
$15 per share, the 28,000 shares of Common Stock owned by
Universal Guaranty on or before December 31, 1998.
5. PENDING MERGER. FSF and UTI agreed to proceed with the merger of
UTI and United Income, Inc., which became effective July 26, 1999.
One or more of the Reporting Persons, directly or through
representatives, have a role in the management of UTI through board
representation and Mr. Correll serves as chief investment officer for the life
insurance subsidiaries of UTI; in addition, he was named Chairman and Chief
Executive Officer of UTI, First Commonwealth Corp. and three life insurance
subsidiaries of UTI effective March 28, 2000, replacing Larry Ryherd as Chairman
and CEO of these companies. As a result, they have the ability to influence UTI
and its strategic plans, and may recommend and implement changes in the
management and/or the board of directors of UTI and its subsidiaries as they
consider appropriate.
Except as described above, the Reporting Persons do not presently have
any plans or proposals which relate to or would result in (i) the acquisition by
any person of additional securities of UTI, or the disposition of securities of
UTI, (ii) an extraordinary corporate transaction involving UTI or its
subsidiaries, (iii) the sale or transfer of a material amount of assets of UTI
or its subsidiaries, (iv) a change in the present board of directors or
management of UTI, (v) a material change in the present capitalization or
dividend policy of UTI, (vi) any other material change in UTI's business or
corporate structure, (vii) a change in UTI's charter or bylaws or other actions
which may impede the acquisition of control of UTI by any person, (viii) a class
of securities of UTI being delisted from a national securities exchange or cease
being authorized to be quoted in an inter-dealer quotation system of a
registered national securities association,
Page 20 of 30
<PAGE> 21
(ix) a class of equity securities of UTI becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act, or (x) any action similar
to those enumerated above.
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 ( 8.16%) <F2>
First Southern Bancorp, Inc. 330,625 shares ( 7.92%) <F3>
First Southern Funding, LLC 1,122,396 shares (28.27%) <F4>
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 ( 2.48%) <F5>
WCorrell, Limited Partnership 72,750 shares ( 1.83%) <F2>
Cumberland Lake Shell, Inc. 98,523 shares ( 2.48%) <F5>
Dyscim Holding Co., Inc. 138,545 shares ( 3.49%) <F2>
Total<F6> 2,081,711 shares (49.86%)
<F1> Except for the percentages ownership of FSBI and the total, which
assume the conversion of the Convertible Notes, 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 Partnership, a Kentucky
limited partnership in which Mr. Correll serves as managing general
partner and, as such, has sole voting and dispositive power over the
shares of Common Stock held by it.
<F3> Includes 204,800 shares of Common Stock issuable under the Convertible
Notes held by FSBI. FSBI intends to file with the Board of Governors of
the Federal Reserve System a declaration to elect to be a financial
holding company so that it may acquire these shares upon conversion of
the Convertible Notes. FSBI cannot convert the notes until such an
election is effective.
<F4> The above amounts do not include additional shares of Common Stock that
may be acquired under the Option Agreement as described in Item 4 and
incorporated herein by reference. Beneficial ownership of up to 51% of
the outstanding Common Stock can be acquired under the Option
Agreement. As of March 30, 2000, FSF could acquire a total of 97,083
additional shares of Common Stock under the Option Agreement.
<F5> 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
Page 21 of 30
<PAGE> 22
result, Ward F. Correll may be deemed to share the voting and
dispositive power over these shares.
<F6> 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 23% and companies he controls
own approximately 36% of the outstanding voting stock of FSBI. In
addition, he is a manager of First Southern Capital Corp., LLC and
First Southern Funding, LLC.
In addition, Allen Denney, a director and officer of Dyscim Holding Co., Inc.,
owns 5,455 shares of Common Stock, which he acquired on December 31, 1999, in
exchange for shares of North Plaza of Somerset, Inc. ($60,000 in the aggregate,
based on the estimated value of shares of North Plaza of Somerset, Inc.
exchanged, of approximately $4,000 per share).
(c) Effective March 11, 2000, the Bank Holding Company Act of 1956 was amended
to permit qualifying bank holding companies to elect the status of a financial
holding company and to engage in a broader range of financial activities
(including affiliating with insurance companies. FSBI intends to file a
declaration to elect the status of a financial holding company. As a result,
FSBI may be deemed to have acquired beneficial ownership of the 204,800 shares
of Common Stock issuable upon conversion of the Convertible Notes. There have
been no other transactions in the Common Stock of the Issuer effected since the
most recent filing of an amendment to this Schedule 13D by the Reporting Persons
except for the following purchases of shares of Common Stock by FSF, which were
effected on the dates and at the prices shown in the following table:
DATE SHARES PURCHASED PRICE PER SHARE TYPE OF TRANSACTION
1/20/00 8,000 shares $8.31 broker's transaction
1/21/00 183 shares 8.25 private transaction with 3 UTI shareholders
1/31/00 312 shares 8.25 private transactions with 2 UTI shareholders
2/14/00 437 shares 8.25 private transactions with 7 UTI shareholders
2/15/00 8,500 shares 8.31 broker's transaction
2/18/00 179 shares 8.25 private transactions with 3 UTI shareholders
Page 22 of 30
<PAGE> 23
2/28/00 2,880 shares 8.25 private transactions with 7 UTI shareholders
3/14/00 1,405 shares 8.25 private transactions with 11 UTI shareholders
3/15/00 7,500 shares 8.31 broker's transaction
3/27/00 1,241 shares 8.25 private transactions with 7 UTI shareholders
3/30/00 145 shares 8.25 private transactions with 2 UTI shareholders
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Not amended.
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
The following exhibits are filed with this Schedule 13D:
Exhibit A 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.
Exhibit I Stock Acquisition Agreement dated December 30, 1999, between UTI and
Shareholders of North Plaza of Somerset, Inc.
Page 23 of 30
<PAGE> 24
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: March 31, 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.
Page 24 of 30
<PAGE> 25
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> 26
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 Joseph E. Hafley
James P. Rousey
Managers, Executive Officers and Controlling Person of FSF:
Jesse T. Correll Randall L. Attkisson
Jill M. Martin Christopher Coldiron
Ward F. Correll David S. Downey
Douglas P. Ditto John R. Ball
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 Martin 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> 27
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)
<PAGE> 28
Christopher Coldiron P. O. Box 328 Loan Officer and Vice President
99 Lancaster Street of First Southern National Bank
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)
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> 29
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> 30
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
