SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 20, 1998
UNITED INCOME, INC.
(Exact Name of Registrant as specified in its charter)
Ohio 0-18540 37-1224044
(State or other Juris- (Commission (I.R.S. Employer
diction of incorporation File Number) identification No.)
5250 SOUTH SIXTH STREET
P.O. BOX 5147
SPRINGFIELD, IL 62705
(Address of principal executive offices, including zip code)
Regisrant's telephone number, including area code (217)-241-6300
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On November 20, 1998, First Southern Funding, Inc., a Kentucky corporation,
("FSF") and affiliates acquired 929,904 shares of common stock of United
Trust, Inc., an Illinois corporation, ("UTI") from UTI and certain UTI
shareholders. UTI is the ultimate parent of the holding company, United
Income, Inc., an Ohio corporation, ("UII"). As consideration for the
shares, FSF paid UTI $10,999,995 and certain shareholders of UTI $999,990
in cash. FSF and affiliates employed working capital to make these
purchases of common stock, including funds on hand and amounts drawn under
existing lines of credit with Star Bank, NA. FSF borrowed $7,082,878 and
First Southern Bancorp, Inc., an affiliate of FSF, borrowed $495,775 in
making the purchases. FSF and affiliates expect to repay the borrowings
through the sale of assets they currently own.
Details of the transaction can be outlined as follows: FSF acquired 389,715
shares of UTI common stock at $10.00 per share. These shares represented
stock acquired during 1997 by UTI in private transactions. Additionally,
FSF acquired 473,523 shares of authorized but unissued common stock at
$15.00 per share. FSF acquired 66,666 shares of common stock from UTI CEO
Larry Ryherd, and his family, at $15.00 per share. FSF has committed to
purchase $2,560,000 of face amount of UTI convertible notes from certain
officers and directors of UTI for a cash price of $3,072,000 by March 1,
1999. FSF is required to convert the notes to UTI common stock by July 31,
2000. UTI has granted, for nominal, consideration, an irrevocable,
exclusive option to FSF to purchase up to 1,450,000 shares of UTI common
stock for a purchase price in cash equal to $15.00 per share, with such
option to expire on July 1, 2001. UTI has also caused three persons
designated by FSF to be appointed, as part of the maximum of 11, to the
Board of Directors of UTI.
Following the transactions described above, and together with shares of UTI
previously owned, FSF and affiliates currently own 1,035,165 shares of UTI
common stock (41.6%) becoming the largest shareholder of UTI. UTI CEO
Larry Ryherd owns 487,901 shares of UTI common stock
(19.6%). Mr. Jesse T. Correll is the majority shareholder of FSF, which is
an affiliate of First Southern Bancorp, Inc., a bank holding company that
owns five banks that operate out of 14 locations in central Kentucky.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
UNITED INCOME, INC.
(Registrant)
BY: /S/ JAMES E. MELVILLE
JAMES E. MELVILLE
PRESIDENT, CHIEF OPERATING
OFFICER AND DIRECTOR
BY: /S/ THEODORE C. MILLER
THEODORE C. MILLER
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
DATE: DECEMBER 2, 1998
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