-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IGBy/8mz7iEH0t504l39zf2+XTtyNQ4qNjOReAYPlmqc6QgZdRp6rY4T5YO2wep2 nlz7rM/ZHZgmZfDE9eQTBw== 0000940397-00-000002.txt : 20000202 0000940397-00-000002.hdr.sgml : 20000202 ACCESSION NUMBER: 0000940397-00-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000112 GROUP MEMBERS: CUMBERLAND LAKE SHELL, INC. GROUP MEMBERS: DYSCIM HOLDING CO., INC. GROUP MEMBERS: FIRST SOUTHERN BANCORP, INC. GROUP MEMBERS: FIRST SOUTHERN CAPITAL CORP., LLC GROUP MEMBERS: FIRST SOUTHERN FUNDING INC GROUP MEMBERS: FIRST SOUTHERN FUNDING, LLC GROUP MEMBERS: FIRST SOUTHERN INVESTMENTS, LLC GROUP MEMBERS: JESSE T. CORRELL GROUP MEMBERS: WARD F. CORRELL GROUP MEMBERS: WCORRELL, LIMITED PARTNERSHIP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED TRUST INC /IL/ CENTRAL INDEX KEY: 0000832480 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 371172848 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40020 FILM NUMBER: 505955 BUSINESS ADDRESS: STREET 1: 5250 SOUTH SIXTH STREET STREET 2: PO BOX 5147 CITY: SPRINGFIELD STATE: IL ZIP: 62703 BUSINESS PHONE: 2173236300 MAIL ADDRESS: STREET 1: PO BOX 5147 STREET 2: 5250 SOUTH SIXTH STREET ROAD CITY: SPRINGFIELD STATE: IL ZIP: 62705 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST SOUTHERN FUNDING INC CENTRAL INDEX KEY: 0001064869 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 99 LANCASTER STREET STREET 2: P O BOX 328 CITY: STANFORD STATE: KY ZIP: 40484 BUSINESS PHONE: 6063653555 SC 13D/A 1 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7) UNITED TRUST GROUP, INC. (FORMERLY, UNITED TRUST, INC.) (Name of Issuer) COMMON STOCK, NO PAR VALUE (Title of Class of Securities) 913111209 (CUSIP Number) Jill Martin First Southern Bancorp, Inc. P.O. Box 328, Stanford, KY. 40484 (606 365-3555) December 31, 1999 (Date of Event which requires filing of this Statement) If the filing person has previously filed a Statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box [ ] 1 2 CUSIP No. 913111209 13D Page 2 of 45 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Southern Funding, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC, BK - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kentucky - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,091,614* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0* EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 1,091,614* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,091,614* - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 27.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * See response to Item 5 2 3 CUSIP No. 913111209 13D Page 3 of 45 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Southern Bancorp, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC, BK - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kentucky - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 125,825* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0* EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 125,825* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 125,825* - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 3.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC - -------------------------------------------------------------------------------- * See response to Item 5 3 4 CUSIP No. 913111209 13D Page 4 of 45 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jesse T. Correll - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF, 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 112,704* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY See response to Item 5 EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 112,704* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER See response to Item 5 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See response to Item 5 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 See response to Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN 4 5 CUSIP No. 913111209 13D Page 5 of 45 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Southern Capital Corp., LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kentucky - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 183,033* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0* EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 183,033* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 183,033* - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 4.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * See response to Item 5 5 6 CUSIP No. 913111209 13D Page 6 of 45 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Southern Investments, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kentucky - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 23,135* SHARES -------------------------------------------------- BENEFICILLY 8 SHARED VOTING POWER OWNED BY 0* EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 23,135* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,135* - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * See response to Item 5 6 7 CUSIP No. 913111209 13D Page 7 of 45 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ward F. Correll - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kentucky - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY See response to Item 5 EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER See response to Item 5 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See response to Item 5 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 See response to Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 7 8 CUSIP No. 913111209 13D Page 8 of 45 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WCorrell, Limited Partnership - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kentucky - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 72,750* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY * EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 72,750* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER * - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 72,750* - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 1.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- * See response to Item 5 8 9 CUSIP No. 913111209 13D Page 9 of 45 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cumberland Lake Shell, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kentucky - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 98,523* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY * EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 98,523* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER * - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 98,523* - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 2.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * See response to Item 5 9 10 CUSIP No. 913111209 13D Page 10 of 45 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dyscim Holding Co., Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kentucky - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 138,545* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY * EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 138,545* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER * - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 138,545* - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 3.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * See response to Item 5 10 11 Explanatory Note With this amendment, the reporting persons are updating the disclosures to reflect the closing of the exchange of shares of North Plaza of Somerset, Inc. by the reporting persons for shares of United Trust Group, Inc., the inclusion of certain former shareholders of North Plaza of Somerset, Inc. as reporting persons on this Schedule 13D, and recent transactions in common stock of United Trust Group, Inc. by reporting persons. ITEM 1. SECURITY AND ISSUER Not amended. ITEM 2. IDENTITY AND BACKGROUND The persons reporting on this Schedule 13D are Jesse T. Correll, First Southern Bancorp, Inc., First Southern Funding, LLC, First Southern Capital Corp., LLC and First Southern Investments, LLC, Ward F. Correll, WCorrell, Limited Partnership, Cumberland Lake Shell, Inc. and Dyscim Holding Co., Inc. (individually, each is referred to as a Reporting Person and collectively, the Reporting Persons). The name, citizenship or state of organization, principal employment or business, and the address of the principal office of each Reporting Person, are set forth below: JESSE T. CORRELL (a) The name of this Reporting Person is Jesse T. Correll ("Mr. Correll"). (b) The business address of Mr. Correll is P.O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484. (c) Mr. Correll's present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is carried on are: President and Director of First Southern Bancorp, Inc. (bank holding company), P.O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484. (d) During the last five years, Mr. Correll has not been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Mr. Correll was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Mr. Correll was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. 11 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 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 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 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 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 17 All of the directors, executive officers and controlling persons of CLS are citizens of the United States and during the last five years, none of these directors or executive officers or controlling shareholders (i) has been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors) nor (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. DYSCIM HOLDING CO., INC. (a Kentucky corporation) (a) The name of this Reporting Person is Dyscim Holding Co., Inc. (b) The state of organization of Dyscim Holding Co., Inc. is Kentucky. (c) The principal business of Dyscim Holding Co., Inc. is a holding company for Adamas Diamond Corporation, which is principally engaged in the manufacture of diamond jewelry, and the address of its principal office is P. O. Box 328, 99 Lancaster Street, Stanford, KY 40484. (d) During the last five years, Dyscim Holding Co., Inc. has not been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Dyscim Holding Co., Inc. was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Dyscim Holding Co., Inc. was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. A list of the directors, executive officers and controlling persons of Dyscim Holding Co., Inc., including information about their principal business address and principal occupation, is filed in Exhibit F and incorporated herein by reference. All of the directors, executive officers and controlling persons of Dyscim Holding Co., Inc. are citizens of the United States and during the last five years, none of these directors or executive officers or controlling shareholders (i) has been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors) nor (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. 17 18 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The amount of funds used in making the purchases of the Common Stock by each Reporting Person is as follows: First Southern Bancorp, Inc. $ 1,416,682 First Southern Funding, LLC $ 12,881,967 First Southern Capital Corp., LLC $ 2,339,995 First Southern Investments, LLC $ 291,000 Jesse T. Correll $ 1,239,744 Cumberland Lake Shell, Inc. $ 1,083,753 Dyscim Holding, Inc. $ 1,523,995 WCorrell, Limited Partnership $ 800,250 Total $ 21,577,386 Funds used by First Southern Bancorp, Inc. to purchase Convertible Notes (including accrued interest) $ 3,108,050 Aggregate amount* $ 24,685,436 *Excludes acquisition related expenses. Includes cost of shares of United Income, Inc. ("UII") which were converted into shares of UTI in the merger of UII into UTI. Includes $2,792,251, representing value of shares of North Plaza of Somerset, Inc. exchanged for shares of Common Stock (based on estimated value of approximately $4000 per share) Representing value of shares of North Plaza of Somerset, Inc. exchanged for shares of Common Stock (based on estimated value of approximately $4000 per share) The total amount used by First Southern Bancorp, Inc. to purchase shares of Common Stock, Convertible Notes and shares of common stock of UII which were converted into Common Stock was $4,524,732.70. The Reporting Persons exchanged shares of UII and North Plaza of Somerset, Inc. and employed working capital to make these purchases of the Common Stock, including funds on hand and amounts drawn under existing lines of credit. The lines of credit initially extended by Star Bank, NA, have been refinanced and are currently with National City Bank of Evansville. FSF borrowed $7,809,068 and FSBI borrowed $1,820,775 in making the purchases. ITEM 4. PURPOSE OF TRANSACTION Not amended. 18 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 Jesse T. Correll 323,999 shares 8.16% First Southern Bancorp, Inc 125,825 shares 3.17% First Southern Funding, LLC 1,091,614 shares 27.50% First Southern Capital Corp., LLC 183,033 shares 4.61% First Southern Investments, LLC 23,135 shares 0.58% Ward F. Correll 98,523 shares 2.48% WCorrell, Limited Partnership 72,750 shares 1.83% Cumberland Lake Shell, Inc. 98,523 shares 2.48% Dyscim Holding Co., Inc. 138,545 shares 3.49% Total 1,846,129 shares 46.50% The percentage of outstanding shares is based on 3,970,266 shares of Common Stock outstanding. The share ownership of Mr. Correll includes 138,545 shares of Common Stock held by Dyscim Holding Co., Inc., a Kentucky corporation all of the outstanding shares of which are owned by Mr. Correll, and 72,750 shares of Common Stock held by WCorrell Limited Parntership, a Kentucky limited partnership in which Mr. Correll serves as managing general partner and, as such, has sole voting and dispositve power over the shares of Common Stock held by it. 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. Mr. Correll, FSBI, FSF, FSI and FSC have agreed in principle to act together for the purpose of acquiring or holding equity securities of UTI. In addition, because of their relationships with these Reporting Persons, Ward F. Correll, Cumberland Lake Shell, Inc., Dyscim Holding Company, Inc. and WCorrell Limited Partnership may also be deemed to be members of this group. Therefore, for purposes of this Schedule 13D, each may be deemed to have acquired beneficial ownership of the equity securities of UTI beneficially owned by each of the other Reporting Persons. In addition, by virtue of his ownership of voting securities of FSF and FSBI, Mr. Correll may be deemed to beneficially own the total number of shares of Common Stock owned by them, and may be deemed to share with them the right to vote and to dispose of such shares. Mr. Correll owns approximately 82% of the outstanding membership interests of FSF; he owns directly approximately 22% and companies he controls own approximately 35% of the outstanding voting stock of FSBI. In addition, he is a manager of First Southern Capital Corp., LLC and First Southern Funding, LLC. 19 20 The above amounts do not include additional shares of Common Stock that may be acquired upon exercise of Convertible Notes of UTI currently held by FSBI or under the Option Agreement as described in Item 4 and incorporated herein by reference: Convertible Notes 204,800 shares* Option Agreement 1,450,000 shares (subject to adjustment) Beneficial ownership of up to 51% of the outstanding Common Stock can be acquired under the Option Agreement. * Beneficial ownership of these shares is disclaimed at this time. (c) The following transactions in the Common Stock of the Issuer were effected since the most recent filing of an amendment to this Schedule 13D by the Reporting Persons: First Southern Funding, LLC purchased 42 shares, at a price of $8.25 per share, in a private transaction with one UTI shareholder on December 20, 1999; 1,740 shares, at a price of $8.25 per share, in private transactions with seven UTI shareholder on December 27, 1999; 436 shares, at a price of $8.25 per share, in private transactions with two UTI shareholders on December 30, 1999; 2,340 shares, at a price of $8.19 per share, through a broker on December 30, 1999; 7,500 shares, at a price of $8.31 per share, through a broker on December 31, 1999; 1,929 shares, at a price of $8.25 per share, through a broker on January 6, 2000; and 1,107 shares, at a price of $8.25 per share, in private transactions with 6 UTI shareholders on January 11, 2000. In addition, on December 31, 1999, the following persons acquired shares of common stock from UTI in exchange for shares of North plaza of Somerset, Inc.: UTI SHARES ACQUIRED PRICE Jesse T. Correll 112,704 $1,239,744 Cumberland Lake Shell, Inc. 98,523 $1,083,753 Dyscim Holding Co., Inc. 138,545 $1,523,995 First Southern Funding, LLC 253,841 $2,792,251 WCorrell, Limited Partnership 72,750 $ 800,250 Value of shares of North Plaza of Somerset, Inc. exchanged, based on an estimated value of approximately $4000 per share. 20 21 ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER See responses to Items 4 and 5 above. Other than (i) the Acquisition Agreement, the Stock Purchase Agreement, the Convertible Note Purchase Agreement, and the Option Agreement, all four of which are filed as Exhibit A, (ii) as described in the responses to Items 4 and 5 above, (iii) the Agreement of Assignment among the Reporting Persons, dated November 20, 1998, which is filed as Exhibit E, and incorporated herein by reference, (iv) the Agreement Among Reporting Persons attached hereto as Exhibit B, (v) the letter of intent (which is filed as Exhibit G) and the acquisition agreement (which is attached hereto as Exhibit I) with respect to the acquisition of shares of Common Stock in exchange for shares of North Plaza of Somerset, Inc., neither the Reporting Persons nor any of their directors, executive officers or controlling persons is a party to any contract, arrangement, understanding or relationship (legal or otherwise) with respect to any security of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7: MATERIAL TO BE FILED AS EXHIBITS The following exhibits are filed with this Schedule 13D: Exhibit A Acquisition Agreement between FSF and UTI dated April 30, 1998, as amended May 29, 1998, including the following exhibits thereto: Stock Purchase Agreement between FSF and Larry E. Ryherd dated April 30, 1998; Convertible Note Purchase Agreement between FSF and James E. Melville, George E. Francis, Brad M. Wilson, Joseph H. Metzger, Theodore C. Miller, Michael K. Borden and Patricia G. Fowler dated April 30, 1998; and Option Agreement between FSF and UTI dated April 30, 1998 Exhibit B Agreement among Reporting Persons for the filing of a single Schedule 13D pursuant to Rule 13d-l(f)(l). Exhibit C Business Loan Agreement relating to the borrowing of funds by FSF. Exhibit D Business Loan Agreement relating to the borrowing of funds by FSBI. Exhibit E Agreement of Assignment among the Reporting Persons dated November 20, 1998. Exhibit F Members of First Southern Investments, LLC. Exhibit G Letter of intent between UTI and Mr. Correll, on behalf of the shareholders of North Plaza of Somerset, Inc. Exhibit H Promissory note relating to the borrowing of funds by FSF and FSBI. 21 22 Exhibit I Stock Acquisition Agreement dated December 30, 1999, between UTG and Shareholders 22 23 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: January 11, 2000 By: /S/ JESSE T. CORRELL Jesse T. Correll Attorney-in-Fact on behalf of each of the Reporting Persons* * Pursuant to the Agreement among Reporting Persons dated January 7, 2000, for the filing of a single Schedule 13D pursuant to Rule 13d-1-(f)(1), each Reporting Person has authorized Jesse T. Correll to sign on behalf of such Reporting Person any Schedule 13D or amendments thereto that are required to be filed on behalf of the Reporting Persons to this Schedule 13D. 23 24 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION A* Acquisition Agreement between FSF and UTI dated April 30, 1998, as amended May 29, 1998, including the following exhibits thereto: Stock Purchase Agreement between FSF and Larry E. Ryherd dated April 30, 1998; Convertible Note Purchase Agreement between FSF and James E. Melville, George E. Francis, Brad M. Wilson, Joseph H. Metzger, Theodore C. Miller, Michael K. Borden and Patricia G. Fowler dated April 30, 1998; and Option Agreement between FSF and UTI dated April 30, 1998 B Agreement among Reporting Persons dated January 7, 2000 for the filing of a single Schedule 13D pursuant to Rule 13d-l(f)(l). C* Business Loan Agreement relating to the borrowing of funds by FSF D* Business Loan Agreement relating to the borrowing of funds by FSBI. E* Agreement of Assignment among the Reporting Persons dated November 20, 1998 F Directors, officers, members, general partners and controlling persons of Reporting Persons G* Letter of intent between UTI and Mr. Correll, on behalf of the shareholders of North Plaza of Somerset, Inc. H* Promissory note relating to the borrowing of funds by FSF and FSBI. I Stock Acquisition Agreement dated December 30, 1999, between UTG and Shareholders * Previously filed EX-99.B 2 AGREEMENT AMONG REPORTING PERSONS 25 Exhibit B AGREEMENT THIS AGREEMENT is made and entered into by and between Jesse T. Correll, First Southern Bancorp, Inc., First Southern Funding, LLC, First Southern Capital Corp., LLC and First Southern Investments, LLC, Ward Correll, WCorrell, Limited Partnership, Cumberland Lake Shell, Inc. and Dyscim Holding Co., Inc. (collectively, the "Group"). W I T N E S S E T H : WHEREAS, each member of the Group may be deemed to beneficially own shares of the Common Stock of United Trust Group, Inc. WHEREAS, each member of the Group desires to file a single Schedule 13D indicating the beneficial ownership of each member; and WHEREAS, the rules of Securities and Exchange Commission require that, when a Schedule 13D is filed on behalf of more than one person, the Schedule 13D shall include as an exhibit to the Schedule 13D an agreement in writing of such persons that the Schedule 13D is filed on behalf of each of them; NOW, THEREFORE, in consideration of the premises and the mutual promises of the parties thereto, the parties hereto covenant and agree as follows: 1. Jesse T. Correll, First Southern Bancorp, Inc., First Southern Funding, LLC, First Southern Capital Corp., LLC, First Southern Investments, LCC, Ward Correll, WCorrell, Limited Partnership, Cumberland Lake Shell, Inc. and Dyscim Holding Co., Inc. agree that a single Schedule 13D and any amendments thereto relating to the shares of Common Stock of United Trust Group, Inc. shall be filed on behalf of each of them. 2. Jesse T. Correll, First Southern Bancorp, Inc., First Southern Funding, LLC, First Southern Capital Corp., LLC, First Southern Investments, LCC, Ward Correll, WCorrell, Limited Partnership, Cumberland Lake Shell, Inc. and Dyscim Holding Co., Inc. each acknowledge and agree that pursuant to Rule 13d-1 (f)(1) under the Act each of them is individually responsible for the timely filing of such Schedule 13D and any amendments thereto and for the completeness and accuracy of the information contained therein. 3. This Agreement shall not be assignable by any party hereto. 26 4. This Agreement shall be terminated only upon the first to occur of the following: (a) the death of any of the individual parties hereto, (b) the dissolution, termination or settlement of First Southern Bancorp, Inc., First Southern Funding, LLC, First Southern Capital Corp., LLC, First Southern Investments, LCC, WCorrell, Limited Partnership, Cumberland Lake Shell, Inc. and Dyscim Holding Co., Inc. or (c) a written notice of termination given by any party hereto to all of the other parties hereto. 5. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original copy hereof, but all of which together shall constitute a single instrument. 6. Jesse T. Correll, First Southern Bancorp, Inc., First Southern Funding, LLC, First Southern Capital Corp., LLC, First Southern Investments, LCC, Ward Correll, WCorrell, Limited Partnership, Cumberland Lake Shell, Inc. and Dyscim Holding Co., Inc. each acknowledge and agree that Jesse T. Correll shall be authorized as attorney-in-fact to sign, on behalf of each party to this Agreement, any Schedule 13D or amendments thereto that are required to be filed on behalf of the parties thereto. 7. This Agreement supercedes the Agreement, dated January 5, 1999, among the parties hereto. 27 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 7 day of January, 2000. FIRST SOUTHERN BANCORP, INC. By: /S/ JESSE T. CORRELL Jesse T. Correll, President FIRST SOUTHERN FUNDING, LLC By: /S/ JESSE T. CORRELL Jesse T. Correll, Manager FIRST SOUTHERN CAPITAL CORP., LLC By: /S/ JESSE T. CORRELL Jesse T. Correll, Manager FIRST SOUTHERN INVESTMENTS, LLC By: /S/ RANDALL ATTKISSON Randall Attkisson, President /S/ JESSE T. CORRELL Jesse T. Correll, individually /S/ WARD CORRELL Ward Correll, individually WCORRELL, LIMITED PARTNERSHIP By /S/ JESSE T. CORRELL General Partner 28 CUMBERLAND LAKE SHELL, INC. By /S/ LEAH D. TAYLOR Title PRESIDENT DYSCIM HOLDING CO., INC. By /S/ JESSE T. CORRELL Title PRESIDENT EX-99.F 3 DIRECTORS, OFFICERS, .... OF REPORTING PERSONS 29 Exhibit F Directors, Executive Officers and Controlling Persons of FSBI: Jesse T. Correll Randall L. Attkisson Jill M. Martin Ward F. Correll David S. Downey Douglas P. Ditto John R. Ball Gary Dick James P. Rousey Joseph E. Hafley Managers, Executive Officers and Controlling Person of FSF: Jesse T. Correll Randall T. Attkisson Jill M. Martin Christopher Coldiron Ward F. Correll David S. Downey Douglas P. Ditto John R. Ball Gary Dick James P. Rousey Mr. Correll also owns approximately 82% of the outstanding membership interests of FSF. Managers and Controlling Persons of FSC: Jesse T. Correll Randall L Attkisson Members of First Southern Investments, L.L.C. John Ball Kathy Ball William R. Clark McKinley Dailey Kim Dailey Tommy J. Davis Joseph E. Hafley J. Paul Long, Jr. Jill Mart G. Louis Mason II James P. Rousey John R. Swaim Becky Taylor Becky Taylor Custodian for Matt Taylor Everett H. Taylor Michael Taylor Margaret Taylor Robert M. Turok Dennis Vaught Barbara Young 30 Directors, Executive Officers and Controlling Persons of Cumberland Lake Shell, Inc.: Ward F. Correll, Director and controlling shareholder Leah D. Taylor, President and Director Bridget Henry, Vice President and Director Melinda Stogsdill, Secretary and Director Directors, Executive Officers and Controlling Persons of Dyscim Holding Co., Inc.: Jesse T. Correll, President, Director and controlling shareholder Allen Denney, Secretary and Director General Partners of WCorrell, Limited Partnership: Jesse T. Correll, managing general partner Ward F. Correll, general partner All of the individuals identified above in this Exhibit are citizens of the United States and during the last five years, none of them (i) has been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors) nor (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The following table shows the business address and principal occupation of the individuals identified above in this Exhibit: Randall L. Attkisson P. O. Box 328 Vice President, Treasurer 99 Lancaster Street and Director of First Standford, KY 40484 Southern Bancorp, Inc. (Bank holding company) John Ball P. O. Box 628 Regional CEO & Director, 27 Public Square First Southern National Bank Lancaster, KY 40444 (Bank) Kathy Ball 3050 Rio Dosa Drive Registered Nurse, Bryantsville Lexington, KY 40509 Clinic (Health Care Facility) William R. Clark P. O. Box 628 Senior Vice President, First 27 Public Square Southern National Bank Lancaster, KY 40444 (Bank) Christoph Coldiron P. O. Box 328 Loan Officer and Vice President 99 Lancaster Street of First Southern National Bank 31 Stanford, KY 40484 (Bank) Jesse T. Correll P.O. Box 328 President and Director 99 Lancaster Street of First Southern Bancorp, Inc. Stanford, KY 40484 (Bank holding company) Ward F. Correll P.O. Box 430 Controlling Shareholder, 150 Railroad Drive Cumberland Lake Shell, Inc. Somerset, KY 42502 (Gasoline wholesaler) McKinley Dailey P. O. Box 628 Loan Officer, First Southern 27 Public Square National Bank (Bank) Lancaster, KY 40444 Kim Dailey 937 Moberly Road Teacher, Mercer County High Harrodsburg, KY 40330 School (Public School) Tommy J. Davis P. O. Box 295 Community CEO, First Southern 102 West Main Street National Bank (Bank) Stanford, KY 40484 Allen Denney 345 North Highway 27 President, Adamas Diamond Suite 4-A Corporation (diamond jewelry Somerset, KY 42501 manufacturer) Gary Dick P.O. Box 489 Community CEO and Director 216 North Main Street of First Southern National Monticello, KY 42633 Bank (Bank) Douglas P Ditto P.O. Box 295 Senior Vice President 102 West Main Street of First Southern Stanford, KY 40484 National Bank (Bank) Joseph E. Hafley P. O. Box 328 Chief Lending Officer, First 99 Lancaster Street Southern Bancorp, Inc. (Bank Stanford, KY 40484 Holding Company) Bridget Henry P.O. Box 430 Vice President, Director, 150 Railroad Drive Cumberland Lake Shell, Inc. Somerset, KY 42502 (gasoline wholesaler) J. Paul Long, Jr. P. O. Box 295 Loan Officer, First Southern 102 West Main Street National Bank (Bank) Stanford, KY 40484 32 Jill Martin P. O. Box 328 Secretary, First Southern 99 Lancaster Street Bancorp, Inc. (Bank Holding Stanford, KY 40484 Company) G. Louis Mason II P. O. Box 328 Technology Manager, First 99 Lancaster Street Southern Bancorp, Inc. (Bank Stanford, KY 40484 Holding Company) James P. Rousey P. O. Box 430 Regional CEO & Director, First 204 Fairfield Drive Southern National Bank Nicholasville, KY 40356 (Bank) Melinda Stogsdill P.O. Box 430 Secretary, Director, Cumberland 150 Railroad Drive Lake Shell, Inc. (gasoline Somerset, KY 42502 wholesaler) John R. Swaim P. O. Box 430 City CEO, First Southern 204 Fairfield Drive National Bank (Bank) Nicholasville, KY 40356 Becky Taylor 3060 Harrodsburg Road Vice President, First Southern Lexington, KY 40503 National Bank (Bank) Becky Taylor Custodian for Matt 3060 Harrodsburg Road Vice President, First Southern Taylor Lexington, KY40503 National Bank (Bank) Everett H. Taylor 1490 New Circle Road, N.E. Asst. Volvo Service Manager, Lexington, KY 40509 Quantrell Cadillac (Car Dealership) Leah D. Taylor P.O. Box 430 President, Director, Cumberland 150 Railroad Drive Lake Shell, Inc. (gasoline Somerset, KY 42502 wholesaler) Michael Taylor P. O. Box 328 Loan Officer, First Southern. 99 Lancaster Street National Bank (Bank) Stanford, KY 40484 Margaret Taylor 80 Lakeview Road Homemaker Stanford, KY 40484 Robert M. Turok 3060 Harrodsburg Road Executive Vice President, First Lexington, KY 40503 Southern National Bank (Bank) 33 Dennis Vaught P. O. Box 725 Senior Vice President, 894 Richmond Plaza First Southern National Bank Richmond, KY 40475 (Bank) Barbara Young P. O. Box 295 Executive Vice President, First 102 West Main Street Southern National Bank (Bank) Stanford, KY 40484 EX-99.I 4 STOCK ACQUISITION AGREEMENT 34 Exhibit I STOCK ACQUISITION AGREEMENT This STOCK ACQUISITION AGREEMENT ("Agreement") is made and entered into as of the 30th day of December, 1999, by and among (i) UNITED TRUST GROUP, INC., an Illinois corporation ("UTG"), and (ii) the individual shareholders listed on Exhibit A attached hereto ("Shareholders"). RECITALS Shareholders desire to transfer, and UTG desires to accept, all of the issued and outstanding shares (the "North Plaza Shares") of capital stock of North Plaza of Somerset, Inc., a Kentucky corporation (the "Company"), for the consideration and on the terms set forth in this Agreement. AGREEMENT The parties, intending to be legally bound, agree as follows: TRANSFER OF SHARES; CLOSING 1.1 SHARES. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), Shareholders will transfer the North Plaza Shares to UTG, and UTG will acquire the North Plaza Shares from Shareholders. 1.2 CONSIDERATION. The consideration (the "Consideration") for the North Plaza Shares will be 681,818 shares of newly issued UTG common stock ("UTG Shares") distributed on a pro rata basis to each of the Shareholders listed on Exhibit A. 1.3 CLOSING. The purchase and sale provided for in this Agreement will take place at the offices of Wyatt, Tarrant & Combs, 2800 Citizens Plaza, Louisville, Kentucky 40202, at 10:00 a.m. (local time) on December 30, 1999, or via fax and overnight courier, or at such other time, date or place upon which the parties shall agree in writing (the "Closing"). 1.4 CLOSING OBLIGATIONS. At the Closing shareholders will deliver to UTG the certificates representing the North Plaza Shares, duly endorsed (or accompanied by duly executed stock powers) for transfer to UTG and UTG will deliver to Shareholders the UTG Shares in restricted, legended form properly certificated in the names of each of the Shareholders. 35 2. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS 2.1 Shareholders represent and warrant, jointly and severally, to UTG as follows: 2.2 ORGANIZATION AND GOOD STANDING. The Company is a corporation validly existing and in good standing under the laws of the Commonwealth of Kentucky, with full corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all its obligations under any agreement, contract, obligation, promise, or undertaking to which it is a party. 2.3 AUTHORITY; NO CONFLICT. (a) This Agreement constitutes the legal, valid, and binding obligation of Shareholders, enforceable against Shareholders in accordance with its terms. Shareholders have the absolute and unrestricted right, requisite individual or corporate power, authority, and capacity to execute and deliver this Agreement and to consummate the transactions contemplated under this Agreement. (b) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default under, any contract or result in any violation of any permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or the Company's assets. 2.3 CAPITALIZATION. The authorized equity securities of the Company consist of 10,000 shares of common stock, no par value per share, of which 1,875 shares are issued and outstanding and constitute the North Plaza Shares, held according to Exhibit A attached hereto . Shareholders are and will be on the Closing Date the record and beneficial owners and holders of the North Plaza Shares, free and clear of all liens, claims and encumbrances. No person other than Shareholders owns any capital stock of the Company or has any options, warrants or other rights to acquire same. 2.4 TITLE TO PROPERTIES; ENCUMBRANCES. The Company owns (with good and marketable title in the case of real property) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports to own. All material properties and assets will be free and clear of all encumbrances on the Closing Date subject only to (a) liens for current taxes not yet due, and (b) with respect to owned real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. 2.5 NO LIABILITIES. The Company will have no liabilities at the Closing Date other than incidental accounts payable.. [2] 36 2.6 TAXES. The Company has timely filed or caused to be filed all federal, state, foreign and local income, franchise, gross receipts, payroll, sales, use, withholding, occupancy, excise, real and personal property, employment and other tax returns, tax information returns and reports required to be filed. 2.7 LEGAL PROCEEDINGS. There are no claims of any kind or any actions, suits, proceedings, arbitrations or investigations pending or, to Shareholders' best knowledge, threatened against or affecting the Company against any asset, interest or right of Shareholders or the Company or which questions the validity of the transactions contemplated by this Agreement. 2.8 EMPLOYEES. The Company has no employees currently and has had no employees since the date of its organization; thus, the company has no obligations under any employment benefit plans of any type. 2.9 COMPLIANCE WITH LAWS. To the best knowledge of the Shareholders, the Company is in compliance with all laws and regulations, including material applicable environmen tal laws and regulations. 2.10 CURRENT LEASES. Shareholders have provided UTG with copies of all of the shopping center leases to which the Company is a party. Each of such leases is in full force and effect, and none of them are in default. 2.11 FINANCIAL INFORMATION. Shareholders have provided to UTG current financial statements of the Company. Such financial statements and notes fairly present the financial condition of the Company as of the date indicated. 2.12 EXAMINATION. Shareholders acknowledge that: (a) UTG has afforded to Shareholders, full access throughout the period prior to Closing hereunder to all of the properties, books, contracts, commitments and records of the Company; (b) Shareholders have been furnished, during such period prior to Closing, with all information concerning the business and properties of UTG as Shareholders have reasonably requested; and (c) All questions concerning the operations of UTG, which Shareholders have asked, have been answered to Shareholders' reasonable satisfaction. 2.13 INVESTMENT INTENT. Shareholders hereby represent and warrant to UTG that: [3] 37 (a) Shareholders are acquiring the UTG Shares for their own accounts for investment and not with a view to the resale, distribution or fractionalization thereof, within the meaning of the federal and state securities laws; and (b) Shareholders understand that the UTG Shares have not been, and might never be, registered under the Securities Act of 1933 or applicable state securities laws. 3. REPRESENTATIONS AND WARRANTIES OF UTG UTG represents and warrants to Shareholders as follows: 3.1 ORGANIZATION AND GOOD STANDING. UTG is a corporation validly existing, and in good standing under the laws of the State of Illinois. 3.2 AUTHORITY; NO CONFLICT. (a) This Agreement constitutes the legal, valid, and binding obligation of UTG, enforceable in accordance with its terms. UTG has the absolute and unrestricted right, requisite corporate power, and authority to execute and deliver this Agreement and to deliver the UTG Shares and to perform its obligations under this Agreement. (b) Neither the execution and delivery of this Agreement by UTG nor the consummation or performance of any of the transactions contemplated by this Agreement by UTG will give any person the right to prevent, delay, or otherwise interfere with any of the transactions contemplated by this Agreement. 3.3 CAPITALIZATION. The authorized equity securities of UTG consist of 7,000,000 shares of common stock, no par value per share, of which 3,288,448 shares are issued and outstanding. The UTG Shares, when issued on the Closing Date, will be validly issued, fully paid and non-assessable. 3.4 LEGAL PROCEEDINGS. There are no claims of any kind or any actions, suits, proceedings, arbitrations or investigations pending or, to UTG's best knowledge, threatened against or affecting the validity of the transactions contemplated by this Agreement. 3.5 FINANCIAL INFORMATION. UTG has provided Shareholders with current financial statements of UTG as of September 30, 1999. Such financial statements and notes fairly present the financial condition of UTG as of the date indicated, and for the periods referred to in such financial statements, all in accordance with GAAP, applied on a consistent basis. [4] 38 3.6 EXAMINATION. UTG acknowledges that: (a) Shareholders have accorded to UTG, full access throughout the period prior to Closing hereunder to all of the properties, books, contracts, commitments and records of the Company; (b) UTG has been furnished, during such period prior to Closing, with all information concerning the business and properties of the Company as UTG has reasonably requested; and (c) All questions concerning the operations of the Company, which UTG has asked, have been answered to UTG's reasonable satisfaction. 3.7 INVESTMENT INTENT. UTG hereby represents and warrants to the Shareholders that: (a) UTG is acquiring the North Plaza Shares for its own accounts for investment and not with a view to the resale, distribution or fractionalization thereof, within the meaning of the federal and state securities laws; and (b) UTG understands that North Plaza Shares have not been, and might never be, registered under the Securities Act of 1933 or applicable state securities laws. 4. CONDITIONS PRECEDENT TO UTG'S OBLIGATION TO CLOSE UTG's obligation to accept the North Plaza Shares and to take the other actions required to be taken by it at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by UTG, in whole or in part): 4.1 ACCURACY OF REPRESENTATIONS. Each of the representations and warranties of the Shareholders in this Agreement must have been accurate in all material respects as of the date of this Agreement, and must be accurate in all material respects as of the Closing Date (except for representations and warranties that are as of a specific date) as if made on the Closing Date. 4.2 PERFORMANCE BY SHAREHOLDERS. Each of the covenants and obligations that any of the Shareholders is required to perform or to comply with pursuant to this Agreement at or prior to the Closing, must have been duly performed and complied with in all material respects. 4.3 CONSENTS. All consents of third parties and all regulatory approvals or clearances necessary to the consummation of the transactions contemplated by the Agreement shall have been obtained 4.4 NO PROCEEDINGS. Since the date of this Agreement, there must not have been commenced or threatened any proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the transactions contemplated by this Agreement, or (b) that [5] 39 may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the transactions contemplated by this Agreement. 4.5 NO MATERIAL ADVERSE CHANGE. Since the date of this Agreement, there shall have been no material adverse change in the business, financial condition, operations or prospects of the Company. 5. CONDITIONS PRECEDENT TO SHAREHOLDERS' OBLIGATION TO CLOSE The Shareholders' obligation to transfer the North Plaza Shares to UTG and to take the other actions required to be taken by the Shareholders at the Closing are subject to the satisfaction, at or prior to the Closing, of each of the following conditions: 5.1 ACCURACY OF REPRESENTATIONS. Each of UTG's representations and warranties in this Agreement must have been accurate in all material respects as of the date of this Agreement, and must be accurate in all material respects as of the Closing Date as if made on the Closing Date. 5.2 UTG'S PERFORMANCE. Each of the covenants and obligations that UTG is required to perform or to comply with pursuant to this Agreement at or prior to the Closing must have been performed and complied with in all material respects. 5.3 CONSENTS. All consents of third parties and all regulatory approvals or clearances necessary to the consummation of the transactions contemplated by the Agreement shall have been obtained. 5.4 NO PROCEEDINGS. Since the date of this Agreement, there must not have been commenced or threatened any proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the transactions contemplated by this Agreement, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the transactions contemplated by this Agreement. 5.5 NO MATERIAL ADVERSE CHANGE. Since the date of this Agreement, there shall have been no material adverse change in the business, financial condition, operations or prospects of the Company. 6. CONDITIONS PRECEDENT FOR SHAREHOLDERS' AND UTG'S OBLIGATIONS TO CLOSE The obligations of all parties hereto shall be conditioned on the transactions contemplated by this Agreement qualifying for tax-free reorganization treatment in accordance with Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. [6] 40 7. TERMINATION 7.1 TERMINATION EVENTS. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) by UTG or Shareholders if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived; (b) by mutual consent of UTG and Shareholders; or (c) by either UTG or Shareholders if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before January 31, 2000, or such later date as the parties may agree upon. 8. INDEMNIFICATION; REMEDIES 8.1 SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWL EDGE. All representations, warranties, covenants, and obligations in this Agreement, and any other certificate or document delivered pursuant to this Agreement will survive the Closing for a period of one year. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of damages, or other remedy based on such representations, warranties, covenants, and obligations. 8.2 INDEMNIFICATION AND PAYMENT OF DAMAGES BY SHAREHOLDERS. Shareholders will indemnify and hold harmless UTG for, and will pay to UTG the amount of, any damages, arising, directly or indirectly, from or in connection with: any breach of any representation or warranty made by Shareholders in this Agreement or any certificate or document delivered by them pursuant to this Agreement; and any breach by Shareholders of any covenant or obligation of Shareholders in this Agreement. 8.3 INDEMNIFICATION AND PAYMENT OF DAMAGES BY UTG. UTG will indemnify and hold harmless Shareholders, and will pay to them the amount of any damages arising, directly or indirectly, from or in connection with (a) any breach of any representation or warranty made by UTG in this Agreement or in any certificate delivered by UTG pursuant to this Agreement, or (b) any breach by UTG of any covenant or obligation of UTG in this Agreement. 9. GENERAL PROVISIONS 9.1 EXPENSES. Except as otherwise expressly provided in this Agreement, each party to this Agreement will bear its respective expenses incurred in connection with the preparation, execution, and performance of this Agreement and the transactions contemplated by this Agreement, including all fees and expenses of agents, representatives, counsel, and accountants. [7] 41 9.2 NOTICES. All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by telecopier (with written confirmation of receipt), provided that a copy is mailed by registered mail, return receipt requested, or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and telecopier numbers set forth below (or to such other addresses and telecopier numbers as a party may designate by notice to the other parties): SHAREHOLDERS: To each of them, in accordance with their address of record at UTG. with a copy to: Wyatt, Tarrant & Combs 2800 Citizens Plaza Louisville, Kentucky 40202 Attention: Kevin J. Hable, Esq. Telephone No: 502-589-5235 Facsimile No.: 502-589-0309 UTG: United Trust Group, Inc. 5250 South Sixth Street, P.O. Box 5147 Springfield, Illinois 62703 Telephone No: 217-241-6300 (Ext. 323) Facsimile No.: 217-241-6578 9.3 JURISDICTION; SERVICE OF PROCESS. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against any of the parties in the courts of the Commonwealth of Kentucky, County of Lincoln, or it has or can acquire jurisdiction, in the United States District Court for the Eastern District of Kentucky, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world. 9.4 FURTHER ASSURANCES. The parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement. 9.5 WAIVER. The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by any party in exercising any right, power, or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. 9.6 ENTIRE AGREEMENT AND MODIFICATION. This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with [8] 42 the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement of both parties. 9.7 ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS. None of the parties may assign any rights under this Agreement without the prior consent of the other party. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and assigns. 9.8 SEVERABILITY. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. 9.9 TIME OF ESSENCE. With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence. 9.10 GOVERNING LAW. This Agreement will be governed by the laws of the Commonwealth of Kentucky without regard to conflicts of laws principles. 9.11 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. [ REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [9] 43 IN WITNESS WHEREOF, the parties have executed and delivered this Stock Acquisition Agreement as of the date first written above. "UTG": UNITED TRUST GROUP, INC. By: /S/ GEORGE E. FRANCIS Name: GEORGE E. FRANCIS Title: EXECUTIVE VICE PRESIDENT "SHAREHOLDERS" /S/ JESSE T. CORRELL Jesse T. Correll /S/ WARD CORRELL Ward Correll /S/ AL DENNEY Al Denney DYSCIM HOLDING COMPANY, INC., a Kentucky Corporation By: /S/ JESSE T. CORRELL Name: JESSE T. CORRELL Its: PRESIDENT CUMBERLAND LAKE SHELL, INC. a Kentucky Corporation By: /S/ LEAH D. TAYLOR Name: LEAH D. TAYLOR Its: PRESIDENT [10] 44 FIRST SOUTHERN FUNDING, LLC a Kentucky Limited Liability Company By: /S/ JESSE T. CORRELL Name: JESSE T. CORRELL Its: PRESIDENT [11] 45 EXHIBIT A NORTH PLAZA OF SOMERSET, INC. SHAREHOLDERS NUMBER OF SHARES: AS OF 12/27/99 #UTG SHARES TO RECEIVE Jess Correll 310 112,704 Ward Correll 200 72,750 Al Denney 15 5,455 Dyscim 381 138,545 Cumberland Lake Shell 271 98,523 First Southern Funding 698 253,841 --------------- -------------------- 1,875 681,818 =============== ==================== -----END PRIVACY-ENHANCED MESSAGE-----