<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)
United Income, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
910666403
(CUSIP Number)
Jill Martin
First Southern Bancorp, Inc.
P.O. Box 328, Stanford, KY 40484 (606)365-3555
[see Introductory Statement]
(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> 2
CUSIP No. 910666403 13D Page 2 of 23 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) [ ]
(b) [X]
- -----------------------------------------------------------------
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 0*
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0*
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0*
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0*
- -----------------------------------------------------------------
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%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -----------------------------------------------------------------
* See response to Item 5
<PAGE> 3
CUSIP No. 910666403 13D Page 3 of 23 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) [ ]
(b) [X]
- -----------------------------------------------------------------
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 2,584*
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0*
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 2,584*
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0*
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,584*
- -----------------------------------------------------------------
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
0.19%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
- -----------------------------------------------------------------
* See response to Item 5
<PAGE> 4
CUSIP No. 910666403 13D Page 4 of 23 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) [ ]
(b) [X]
- -----------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -----------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY See response to Item 5
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
See response to Item 5
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
See response to Item 5
- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [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. 91066403 13D Page 5 of 23 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) [ ]
(b) [X]
- -----------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------
4 SOURCE OF FUNDS
00
- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
- -----------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0*
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0*
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0*
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0*
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0*
- -----------------------------------------------------------------
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%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -----------------------------------------------------------------
* See response to Item 5
<PAGE> 6
CUSIP No. 910666403 13D Page 6 of 23 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) [ ]
(b) [X]
- ---------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------
4 SOURCE OF FUNDS
00
- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
- -----------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0*
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0*
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0*
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0*
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0*
- -----------------------------------------------------------------
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%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -----------------------------------------------------------------
* See response to Item 5
<PAGE> 7
INTRODUCTORY STATEMENT
This is a precautionary filing by the reporting persons, and is being
made by them as a result of their ownership of shares of United Trust, Inc.,
which in turn owns, as of the date of this Statement, approximately 40.6% of the
outstanding shares of United Income, Inc. The reporting persons acquired, in the
aggregate, ownership of more than 40% of the outstanding common stock of United
Trust, Inc. on November 20, 1998, and have continued to acquire additional
shares of common stock of United Trust, Inc. since that date. Information
concerning the reporting persons' beneficial ownership of shares of United
Trust, Inc. is contained in the Schedule 13D, as amended from time to time, the
reporting persons have filed with respect to the common stock of United Trust,
Inc. (Commission No. 0-16867). The filing of this Statement shall not be
construed as an admission that any of the reporting persons is the beneficial
owner of these securities.
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock ("Common Stock"), no par
value, of United Income, Inc. ("UII"). The address of the principal executive
offices of the issuer is 2500 Corporate Exchange Drive, Columbus, Ohio 43231
ITEM 2. IDENTITY AND BACKGROUND
The name, citizenship or state of organization, principal employment or
business, and the address of the principal office of each Reporting Person, are
set forth below:
JESSE T. CORRELL
(a) The name of this Reporting Person is Jesse T. Correll
("Mr. Correll").
(b) The business address of Mr. Correll is P. O. Box 328,
99 Lancaster Street, Stanford, Kentucky 40484.
(c) Mr. Correll's present principal occupation or employment and
the name, principal business and address of any corporation
or other organization in which such employment is carried on
are:
President and Director of First Southern Bancorp, Inc. (bank
holding company), P.O. Box 328, 99 Lancaster Street, Stanford,
Kentucky 40484.
(d) During the last five years, Mr. Correll has not been convicted
of a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, Mr. Correll was not a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of
<PAGE> 8
which FSBI was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Mr. Correll is a citizen of the United States.
FIRST SOUTHERN BANCORP, INC. (FSBI) (a Kentucky corporation)
(a) The name of this Reporting Person is First Southern Bancorp,
Inc.
(b) The state of organization of FSBI is Kentucky.
(c) The principal business of FSBI is a multi-bank holding
company. The address of the principal office of FSBI is P.O.
Box 328, 99 Lancaster Street, Stanford, Kentucky 40484.
(d) During the last five years, FSBI has not been convicted of a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, FSBI was not a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which FSBI was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect
to such laws.
Directors, Executive Officers and Controlling Persons of FSBI:
Present Principal Occupation or
NAME BUSINESS ADDRESS EMPLOYMENT
Jesse T. Correll P.O. Box 328 President and Director
99 Lancaster Street of First Southern
Stanford, KY 40484 Bancorp, Inc.
(Bank holding company)
Randall L. Attkisson P.O. Box 328 Vice President, Treasurer
99 Lancaster Street and Director of First
Stanford, KY 40484 Southern Bancorp, Inc.
(Bank holding company)
Jill M. Martin P.O. Box 328 Secretary of First Southern
99 Lancaster Street Bancorp, Inc. (Bank
Stanford, KY 40484 holding company)
<PAGE> 9
Ward F. Correll P.O. Box 129 Owner, Cumberland Lake
150 Railroad Drive Shell, Inc.
Somerset, KY 42502 (Gasoline wholesaler)
David S. Downey P.O. Box 295 Regional CEO and Director
102 West Main Street of First Southern National
Stanford, KY 40484 Bank (Bank)
Douglas P. Ditto P.O. Box 295 Senior Vice President
102 West Main Street of First Southern
Stanford, KY 40484 National Bank (Bank)
John R. Ball P.O. Box 628 Regional CEO and Director
27 Public Square of First Southern National
Lancaster, KY 40444 Bank (Bank)
Gary Dick P.O. Box 489 Community CEO and
216 North Main St. Director of First Southern
Monticello, KY 42633 National (Bank)
James P. Rousey 3060 Harrodsburg Regional CEO and Director
Lexington, KY 40503 of First Southern National
Bank (Bank)
Joseph E. Hafley P.O. Box 328 Chief Lending Officer of
99 Lancaster Street First Southern Bancorp,
Stanford, KY 40484 Inc.(Bank holding
company)
All of the directors and executive officers of FSBI are
citizens of the United States and during the last five years, none of these
directors or executive officers (i) has been convicted of a criminal proceeding
(excluding traffic violations or similar misdemeanors) nor (ii) been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was or is subject to a
judgment, decree or final order enjoining future violations of or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
FIRST SOUTHERN FUNDING, LLC (FSF) (a Kentucky limited liability company)
(a) The name of this Reporting Person is First Southern Funding,
LLC. First Southern Funding, LLC is the successor by merger to
First Southern Funding, Inc. Effective as of December 31,
1998, First Southern Funding, Inc. merged into First Southern
Funding, LLC, with First Southern Funding, LLC as the
surviving entity in the merger.
<PAGE> 10
(b) The state of organization of FSF is Kentucky.
(c) The principal business of FSF is an investment company. The
address of the principal office of FSF is P.O. Box 328, 99
Lancaster Street, Stanford, Kentucky 40484.
(d) During the last five years, FSF has not been convicted of a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, FSF was not a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which FSBI was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect
to such laws.
Managers, Executive Officers and Controlling Person of FSF:
Name and Offices Present Principal Occupation or
HELD WITH FSF BUSINESS ADDRESS EMPLOYMENT
Jesse T. Correll P.O. Box 328 President and Director of First
President, Director<F1> 99 Lancaster Street Southern Bancorp, Inc. (Bank
Stanford, KY 40484 holding company)
Randall L. Attkisson P. O. Box 328 Vice President, Treasurer and
Treasurer, Manager 99 Lancaster Street Director of First Southern
Stanford, KY 40484 Bancorp, Inc. (Bank holding
company)
Jill M. Martin P. O. Box 328 Secretary of First Southern
Secretary, Manager 99 Lancaster Street Bancorp, Inc. (Bank holding
Stanford, KY 40484 company)
Christopher Coldiron P. O. Box 328 Loan Officer and Vice President
Vice President 99 Lancaster Street of First Southern National
Stanford, KY 40484 Bank (Bank)
Ward F. Correll P. O. Box 129 Owner, Cumberland Lake Shell,
Manager 150 Railroad Drive Inc. (Gasoline wholesaler)
Somerset, KY 42502
David S. Downey P. O. Box 295 Regional CEO and Director of
Manager 102 West Main Street First Southern National Bank
Stanford, KY 40484 (Bank)
<PAGE> 11
Douglas P. Ditto P. O. Box 328 Senior Vice President of First
Vice President, Manager 99 Lancaster Street Southern National Bank (Bank)
Stanford, KY 40484
John R. Ball P. O. Box 628 Regional CEO and Director of
Manager 27 Public Square First Southern National Bank
Lancaster, KY 40444 (Bank)
Gary Dick P. O. Box 489 Community CEO and Director of
Manager 216 North Main Street First Southern National Bank
Monticello, KY 42633 (Bank)
James P. Rousey 204 Fairfield Drive Regional CEO and Director of
Manager Nicholasville, KY 40356 First Southern National Bank
(Bank)
<F1> Mr. Correll also owns approximatel 83% of the outstanding membership
interests of FSF.
Each of the above individuals 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.
<PAGE> 12
Managers and Controlling Persons of FSC:
Name and Offices Present Principal Occupation or
HELD WITH FSF BUSINESS ADDRESS EMPLOYMENT
Jesse T. Correll P.O. Box 328 President and Director of
Manager 99 Lancaster Street First Southern Bancorp, Inc.
Stanford, KY 40484 (Bank holding company)
Randall L. Attkisson P.O. Box 328 Vice President, Treasurer and
Manager 99 Lancaster Street Director of First Southern
Stanford, KY 40484 Bancorp, Inc. (Bank holding
company)
The above individuals are citizens of the United States and
during the last five years, none of them (i) has been convicted of a criminal
proceeding (excluding traffic violations or similar misdemeanors) nor (ii) been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was or is subject to a
judgment, decree or final order enjoining future violations of or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
FIRST SOUTHERN INVESTMENTS, LLC (FSI) (a Kentucky limited liability company)
(a) The name of this Reporting Person is First Southern Investments,
LLC.
(b) The state of organization of FSI is Kentucky.
(c) The principal business of FSI is an investment company. The
address of the principal office of FSI is P.O. Box 328, 99
Lancaster Street, Stanford, Kentucky 40484.
(d) During the last five years, FSI has not been convicted of a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, FSI was not a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which FSBI was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect
to such laws.
<PAGE> 13
Executive Officer of FSI:
Name and Offices Present Principal Occupation or
HELD WITH BUSINESS ADDRESS EMPLOYMENT
Randall L. Attkisson P.O. Box 328 Vice President, Treasurer
President 99 Lancaster Street and Director of First Southern
Stanford, KY 40484 Bancorp, Inc. (Bank holding
company)
A list of the members of FSI is filed as Exhibit C to this Report and
is incorporated herein by reference.
Mr. Attkisson and the individuals identified on Exhibit C are citizens
of the United States and during the last five years, none of them (i) has been
convicted of a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, was or is subject to a judgment, decree or final order enjoining
future violations of or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The amount of funds used in making the purchases of the Common Stock by
each Reporting Person is as follows:
First Southern Bancorp, Inc. $ 38,760
The sources of the funds was working capital.
<PAGE> 14
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of shares of Common Stock is for
investment purposes.
As of March 1, 1999, the Reporting Persons own in excess of 40% of the
outstanding shares of United Trust, Inc. ("UTI"), and presently intend to
acquire additional securities of UTI resulting in their ownership, in the
aggregate, of up to 51% of the then outstanding common stock of UTI. UTI
currently owns approximately 40.6% of the outstanding shares of Common Stock,
and intends to acquire 100% of the outstanding Common Stock pursuant to the
merger of UTI and United Income, Inc. according to the terms and conditions
discussed in the Form S-4 Registration Statement filed by UTI with the
Securities and Exchange Commission on January 15, 1998, as amended (the
"merger").
In addition, one or more of the Reporting Persons 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. In any event, FSBI does not presently intend to acquire directly more
than 4.9% of the outstanding Common Stock.
The Acquisition Agreement pursuant to which the Reporting Persons
purchased shares of UTI common stock from UTI on November 20, 1998, contains
continuing covenants by UTI and FSF following the closing, including the
following:
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.
2. NO ADDITIONAL SHARES. For a period of three years following the closing
of the Acquisition Agreement, 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 will cause UII to call, as soon as practicable,
all of the United Income, Inc. outstanding convertible debt according to its
terms.
4. PENDING MERGER. FSF and UTI agreed to proceed with the merger of UTI and
UII according to the terms and conditions discussed in the Form S-4 Registration
Statement filed by UTI with the Securities and Exchange Commission on January
15, 1998, as amended.
<PAGE> 15
Three persons recommended by the Reporting Persons, including Mr.
Correll, have been appointed directors of UII, in addition to the board of
directors of UTI. One or more of the Reporting Persons has, directly or through
representatives, a role in the management of UTI and UII through board
representation and Mr. Correll will serve as chief investment officer for the
life insurance subsidiaries of UTI, including UII. As a result, they will have
the ability to influence UII and its strategic plans.
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 UII, or the disposition of securities of
UII, (ii) an extraordinary corporate transaction involving UII or its
subsidiaries, (iii) the sale or transfer of a material amount of assets of UII
or its subsidiaries, (iv) a change in the present board of directors or
management of UII, (v) a material change in the present capitalization or
dividend policy of UII, (vi) any other material change in UII's business or
corporate structure, (vii) a change in UII's charter or bylaws or other actions
which may impede the acquisition of control of UII by any person, (viii) a class
of securities of UII 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, (ix) a class of equity securities of
UII 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) The beneficial ownership of shares of the Common Stock by each
Reporting Person is as follows. Except as otherwise noted, each person
has sole voting and dispositive power over the shares shown as
beneficially owned by it.
First Southern Bancorp, Inc. 2,584 shares 0.19%
First Southern Funding, LLC
First Southern Capital Corp., LLC
First Southern Investments, LLC
Total<F1> 2,584 shares 0.19%
<F1> The Reporting Persons have agreed in principle to act together
for the purpose of acquiring or holding equity securities of
UTI. Therefore, for purposes of this Schedule 13D, each
may be deemed to have acquired beneficial ownership of the
equity securities of UII beneficially owned by each of the
other Reporting Persons. In addition, by virtue of his
ownership of voting securities of FSF and FSBI, Mr. Correll
may be deemed to beneficially own the total number of shares
of Common Stock owned by them, and may be deemed to share with
them the right to vote and to dispose of such shares. Mr.
Correll owns approximately 83% of the outstanding membership
interests of FSF; he owns directly approximately 21% and
companies he controls owns approximately 33% of the
outstanding voting stock of FSB. In addition, he is a manager
of First Southern Capital Corp., LLC and First Southern
Funding, LLC.
<PAGE> 16
In addition, as of March 1, 1999, UTI owns 565,766 shares of Common
Stock, representing 40.65% of those outstanding. Beneficial ownership of these
shares is disclaimed at this time. If these shares were combined with the shares
owned by the Reporting Persons, they would total 568,350 shares.
(c) First Southern Bancorp, Inc. purchased 2,584 shares on January 26, 1999,
at a price f $15.00 per share in a private transaction. The shares were
purchased from a director of UTI.
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
See responses to Items 4 and 5 above. Other than (i) the Acquisition Agreement,
which is incorporated by reference as Exhibit A, (ii) as described in the
responses to Items 4 and 5 above, and (iii) the Agreement Among Reporting
Persons attached hereto as Exhibit B, neither the Reporting Persons nor any of
their directors, executive officers or controlling persons is a party to any
contract, arrangement, understanding or relationship (legal or otherwise) with
respect to any security of the Issuer, including but not limited to transfer or
voting of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
The following exhibits are filed with or incorporated by reference in
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: (i) Stock
Purchase Agreement between FSF and Larry E. Ryherd dated April 30, 1998; (ii)
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 (iii) Option Agreement
between FSF and UTI dated April 30, 1998 (incorporated by reference to Exhibit A
to the Schedule 13D filed by the Reporting Persons dated June 17, 1998, relating
to the common stock of United Trust, Inc.(Commission No. 0-16867)
Exhibit B - Agreement among Reporting Persons dated March 22, 1999 for the
filing of a single Schedule 13D pursuant to Rule 13d-l(f)(l)
Exhibit C - Members of First Southern Investments, LLC
<PAGE> 17
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.
March 22, 1999 By: /S/ JESSE T. CORRELL
Jesse T. Correll
Attorney-in-Fact on behalf of each of the
Reporting Persons*
* Pursuant to the Agreement among Reporting Persons dated March 22, 1999, for
the filing of a single Schedule 13D pursuant to Rule 13d-1-(f)(1), each
Reporting Person has authorized Jesse T. Correll to sign on behalf of such
Reporting Person any Schedule 13D or amendments thereto that are required to be
filed on behalf of the Reporting Persons to this Schedule 13D.
<PAGE> 18
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 March 22, 1999 for
the filing of a single Schedule 13D pursuant to Rule
13d-l(f)(l).
C Members of First Southern Investments, LLC
*Incorporated by reference to the Schedule 13D, dated June 17, 1998, filed by
the Reporting Persons relating to the common stock of United Trust, Inc.
(Commission No. 0-16867)
<PAGE> 19
EXHIBIT B
AGREEMENT
THIS AGREEMENT is made and entered into by and between Jesse T.
Correll, First Southern Bancorp, Inc., First Southern Funding, LLC, First
Southern Capital Corp., LLC and First Southern Investments, LLC (collectively
the "Group").
W I T N E S S E T H :
WHEREAS, each member of the Group may be deemed to
beneficially own shares of the Common Stock of United Income, Inc.;
WHEREAS, each member of the Group desires to file a single
Schedule 13D indicating the beneficial ownership of each member; and
WHEREAS, Rule 13d-1(f)(1)(iii) under the Securities Exchange
Act of 1934 (the "Act") requires that, when a Schedule 13D is filed on behalf of
more than one person, the Schedule 13D shall include as an exhibit to the
Schedule 13D an agreement in writing of such persons that the Schedule 13D is
filed on behalf of each of them;
NOW, THEREFORE, in consideration of the premises and the
mutual promises of the parties thereto, the parties hereto covenant and agree as
follows:
1. Jesse T. Correll, First Southern Bancorp, Inc., First Southern
Funding, LLC, First Southern Capital Corp., LLC and First Southern Investments,
LCC agree that a single Schedule 13D and any amendments thereto relating to the
shares of Common Stock of United Income, Inc.
shall be filed on behalf of each of them.
2. Jesse T. Correll, First Southern Bancorp, Inc., First Southern
Funding, LLC, First Southern Capital Corp., LLC and First Southern Investments,
LCC each acknowledge and agree that pursuant to Rule 13d-1 (f)(1) under the Act
each of them is individually responsible for the timely filing of such Schedule
13D and any amendments thereto and for the completeness and accuracy of the
information contained therein.
3. This Agreement shall not be assignable by any party hereto.
4. This Agreement shall be terminated only upon the first to occur of
the following: (a) the death of any of the individual parties hereto, (b) the
dissolution, termination or settlement of First Southern Bancorp, Inc., First
Southern Funding, LLC, First Southern Capital Corp., LLC or First Southern
Investments, LCC or (c) a written notice of termination given by any party
hereto to all of the other parties hereto.
<PAGE> 20
5. This Agreement may be executed in several counterparts, each of
which shall be deemed to be an original copy hereof, but all of which together
shall constitute a single instrument.
6. Jesse T. Correll, First Southern Bancorp, Inc., First Southern
Funding, LLC, First Southern Capital Corp., LLC and First Southern Investments,
LCC each acknowledge and agree that Jesse T. Correll shall be authorized as
attorney-in-fact to sign, on behalf of each party to this Agreement, any
Schedule 13D or amendments thereto that are required to be filed on behalf of
the parties thereto.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the 22nd day of March, 1999.
FIRST SOUTHERN BANCORP, INC.
By: /S/ JESSE T. CORRELL
Jesse T. Correll, President
FIRST SOUTHERN FUNDING, LLC
By: /S/ JESSE T. CORRELL
Jesse T. Correll, Manager
FIRST SOUTHERN CAPITAL CORP., LLC
By: /S/ JESSE T. CORRELL
Jesse T. Correll, Manager
FIRST SOUTHERN INVESTMENTS, LLC
By: /S/ RANDALL ATTKISSON
Randall Attkisson, President
/S/ JESSE T. CORRELL
Jesse T. Correll, individually
<PAGE> 21
EXHIBIT C
MEMBERS OF FIRST SOUTHERN INVESTMENTS, L.L.C.
PRESENT PRINCIPAL OCCUPATION OR
NAME BUSINESS ADDRESS EMPLOYMENT
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, Charter Ridge
Lexington, KY 40509 Behavioral Health System
(Health Care Facility)
William R. Clark P. O. Box 628 Senior Vice President, First
27 Public Square Southern National Bank
Lancaster, KY 40444 (Bank)
McKinley Dailey P. O. Box 628 Loan Officer, First Southern
27 Public Square National Bank
Lancaster, KY 40444 (Bank)
Kim Dailey 937 Moberly Road Teacher, Mercer County High
Harrodsburg, KY 40330 School (Public School)
Tommy J. Davis P.O. Box 27 Vice President, First Southern
Main Street National Bank (Bank)
Hustonville, KY 40437
Joseph E. Hafley P. O. Box 328 Chief Lending Officer, First
99 Lancaster Street Southern Bancorp, Inc. (Bank
Stanford, KY 40484 Holding Company)
J. Paul Long, Jr. P. O. Box 295 Community CEO, First
102 West Main Street Southern National Bank (Bank)
Stanford, KY 40484
Jill Martin P. O. Box 328 Secretary, First Southern
99 Lancaster Street Bancorp, Inc. (Bank Holding
Stanford, KY 40484 Company)
<PAGE> 22
G. Louis Mason II P. O. Box 328 Technology Manager, First
99 Lancaster Street Southern Bancorp, Inc. (Bank
Stanford, KY 40484 Holding Company)
Scott Morris P. O. Box 328 Accountant, First Southern
99 Lancaster Street Bancorp, Inc. (Bank Holding
Stanford, KY 40484 Company)
James P. Rousey P. O. Box 430 Regional CEO & Director, First
204 Fairfield Drive Southern National Bank
Nicholasville, KY 40356 (Bank)
James M. Schrader 3060 Harrodsburg Road City CEO, First Southern
Lexington, KY 40503 National Bank Lexington Office
(Bank)
John R. Swaim P.O. Box 430 City CEO, First Southern
204 Fairfield Drive National Bank - Nicholasville
Nicholasville, KY 40356 Office (Bank)
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, KY 40503 National Bank (Bank)
Everett H. Taylor 1490 New Circle Road, NE Asst. Volvo Service Manager,
Lexington, KY 40509 Quantrell Cadillac (Car
Dealership)
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)
Dennis Vaught P. O. box 69 Senior Vice President,
Main Street First Southern National Bank
Paint Lick, KY 40461 (Bank)
<PAGE> 23
Barbara Young P. O. Box 295 Executive Vice President, First
102 West Main Street Southern National Bank (Bank)
Stanford, KY 40484
