<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 9)
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)
July 31, 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 1,130,747*
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0*
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,130,747*
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,130,747*
--------------------------------------------------------------------------------
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
27.1%
--------------------------------------------------------------------------------
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 335,625*
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0*
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 335,625*
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
335,625*
--------------------------------------------------------------------------------
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
8.0%
--------------------------------------------------------------------------------
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 185,454*
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY See response to Item 5
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 185,454*
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
4.4%
--------------------------------------------------------------------------------
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
1.7%
--------------------------------------------------------------------------------
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
2.4%
--------------------------------------------------------------------------------
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, 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 150,545*
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY *
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 150,545*
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
150,545*
--------------------------------------------------------------------------------
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
3.6%
--------------------------------------------------------------------------------
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, 5 and 7 and Exhibit F (relating to Item 2) of this
Report to reflect recent purchases of common stock of United Trust Group, Inc.
("UTI"), First Southern Bancorp, Inc.'s conversion of the convertible note it
holds, a change in the members of First Southern Investments, LLC and an
amendment to the Acquisition Agreement filed as an Exhibit to this Report.
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
(other than Dyscim Holding Co., Inc., which is identified separately in this
Item as a Reporting Person) 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. $ 4,557,236<F1>
First Southern Funding, LLC $ 13,202,124<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 Co., Inc. $ 1,608,006<F3>
WCorrell, Limited Partnership $ 800,250<F3>
Total* $ 25,122,108
*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, and
cost of Convertible Notes (including $36,050 accrued interest)
which have been converted into Common Stock.
<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), plus, in the case of Dyscim
Holding Co., Inc., $84,008 cash used to purchase shares.
The Reporting Persons exchanged shares of UII and North Plaza of
Somerset, Inc., converted the Convertible Notes, 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 Integra Bank, NA
(formerly National City Bank of Evansville). FSF borrowed $8,026,160 and FSBI
borrowed $1,820,775 in making the purchases. In addition, Dyscim Holding Co.,
Inc. borrowed $49,000 from FSF in making purchases.
ITEM 4. PURPOSE OF TRANSACTION
Not amended.
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<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 335,999 shares ( 8.05%) <F2>
First Southern Bancorp, Inc. 335,625 shares ( 8.04%)
First Southern Funding, LLC 1,130,747 shares (27.08%) <F3>
First Southern Capital Corp., LLC 183,033 shares ( 4.38%)
First Southern Investments, LLC 23,135 shares ( 0.55%)
Ward F. Correll 98,523 shares ( 2.36%) <F4>
WCorrell, Limited Partnership 72,750 shares ( 1.74%) <F2>
Cumberland Lake Shell, Inc. 98,523 shares ( 2.36%) <F4>
Dyscim Holding Co., Inc. 150,545 shares ( 3.61%) <F2>
Total<F5> 2,107,062 shares (50.47%)
<F1> The percentage of outstanding shares is based on 4,175,066 shares of
Common Stock outstanding.
<F2> The share ownership of Mr. Correll includes 150,545 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> 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 August 8, 2000, FSF could acquire a total of 45,347
additional shares of Common Stock under the Option Agreement.
<F4> 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.
<F5> 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 40% and companies he controls
own approximately 23% 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 July 31, 2000 FSBI converted the Convertible Notes in the face
amount of $2,560,000 into 204,800 shares of Common Stock at a stated
conversion price of $12.50 per share. (When acquired on November 20, 1998, the
cost of the Convertible Notes, excluding interest, was $3,072,000, or $15.00 on
a per share basis). 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 the Reporting Persons indentified below, which were
effected on the dates and at the prices (excluding brokers commissions) shown in
the following table:
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<PAGE> 20
FIRST SOUTHERN FUNDING, LLC:
DATE SHARES PRICE TYPE OF TRANSACTION
PURCHASED PER SHARE
3/30/00 145 shares $8.25 private transaction with 2 UTI shareholders
4/7/00 2,018 shares 8.31 broker's transaction
4/12/00 2,098 shares 8.25 private transactions with 9 UTI shareholders
4/13/00 25 shares 8.25 private transactions with 1 UTI shareholder
4/19/00 636 shares 8.25 private transactions with 4 UTI sharedholders
4/24/00 210 shares 8.25 private transactions with 1 UTI shareholder
5/31/00 964 shares 6.75 broker's transaction
7/11/00 2,400 shares 7.00 private transactions with 1 UTI shareholder
FIRST SOUTHERN BANCORP, INC.:
DATE SHARES PRICE TYPE OF TRANSACTION
PURCHASED PER SHARE
7/31/00 204,000 15.00 Convertible Notes
8/7/00 5,000 6.50 broker's transaction
DYSCIM HOLDING COMPANY, INC.:
DATE SHARES PRICE TYPE OF TRANSACTION
PURCHASED PER SHARE
5/4/00 5,000 7.00 broker's transaction
5/19/00 5,000 7.00 broker's transaction
5/30/00 2,000 7.00 broker's transaction
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Not amended.
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<PAGE> 21
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.
Exhibit J Amendment, dated December 31, 1999, between FSF and UTI to the
Acquisition Agreement filed as Exhibit A to this Report.
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<PAGE> 22
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: August 10, 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.
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<PAGE> 23
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
J Amendment, dated December 31, 1999, between FSF and UTI to the
Acquisition Agreement filed as Exhibit A to this Report.
* Previously filed
