-----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, Ladvp+KMCZf3PeBvU7HhVG2g14diICeGUNq0ZNIWY4uS14cMF/eB+58bg6a1PBpd AfSvisYTbNb1XUfU0UNfYw== 0000940397-98-000062.txt : 19981125 0000940397-98-000062.hdr.sgml : 19981125 ACCESSION NUMBER: 0000940397-98-000062 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19981124 GROUP MEMBERS: FIRST SOUTHERN BANCORP, INC. GROUP MEMBERS: FIRST SOUTHERN CAPITAL CORP., LLC GROUP MEMBERS: FIRST SOUTHERN FUNDING INC GROUP MEMBERS: FIRST SOUTHERN FUNDING, INC. GROUP MEMBERS: FIRST SOUTHERN INVESTMENTS, LLC GROUP MEMBERS: JESSE T. CORRELL 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: 98758633 BUSINESS ADDRESS: STREET 1: 5250 SOUTH SIXTH STREET STREET 2: PO BOX 5147 CITY: SPRINGFIELD STATE: IL ZIP: 62703 BUSINESS PHONE: 2172416300 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. 1) 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 November 20, 1998 (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 [ ] 2 CUSIP No. 913111209 13D Page 2 of 25 Pages - ----------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Southern Funding, 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 706,756* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0* EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 706,756* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0* - ----------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 706,756* - ----------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) - ----------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 28.38% - ----------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ----------------------------------------------------------------- * See response to Item 5 3 CUSIP No. 913111209 13D Page 3 of 25 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 123,241* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0* EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 123,241* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0* - ----------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 123,241* - ----------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ----------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 4.95% - ----------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC - ----------------------------------------------------------------- * See response to Item 5 4 CUSIP No. 913111209 13D Page 4 of 25 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 - ----------------------------------------------------------------- 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) - ----------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 See response to Item 5 - ----------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN 5 CUSIP No. 913111209 13D Page 5 of 25 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) - ----------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.35% - ----------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ----------------------------------------------------------------- * See response to Item 5 6 CUSIP No. 913111209 13D Page 6 of 25 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 22,135* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0* EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 22,135* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0* - ----------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,135* - ----------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ----------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.89% - ----------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ----------------------------------------------------------------- * See response to Item 5 7 ITEM 1. SECURITY AND ISSUER Not amended. 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 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. 8 (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 NAME BUSINESS ADDRESS OCCUPATION OR 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) 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 President and Director of 102 West Main Street 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 CEO and Director of First 27 Public Square Southern National Bank of Lancaster, KY 40444 Garrard County (Bank) 9 Gary Dick P.O. Box 489 CEO and Director of First 216 North Main St. Southern National Bank Monticello, KY 42633 of Wayne County (Bank) James P. Rousey 3060 Harrodsburg Road CEO and Director of First Lexington, KY 40503 Southern National Bank of the Bluegrass (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) Michael W. Taylor P.O. Box 328 Controller, First Southern 99 Lancaster Street Bancorp, Inc. (Bank Stanford, KY 40484 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. INC. (FSF) (a Kentucky corporation) (a) The name of this Reporting Person is First Southern Funding, Inc. (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. 10 Directors, Executive Officers and Controlling Persons of FSF:
Name and Offices Present Principal HELD WITH FSF BUSINESS ADDRESS OCCUPATION OR 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, Director 99 Lancaster Street Director of First Southern Bancorp, Stanford, KY 40484 Inc. (Bank holding company) Jill M. Martin P.O. Box 328 Secretary of First Southern Secretary, Director 99 Lancaster Street Bancorp, Inc. (Bank Stanford, KY 40484 holding company) Christopher Coldiron P. O. Box 328 Loan Officer and Vice President Vice President 99 Lancaster Street of First Southern National Bank Stanford, KY 40484 (Bank) Ward F. Correll P.O. Box 129 Owner, Cumberland Lake Director 150 Railroad Drive Shell, Inc. (Gasoline Somerset, KY 42502 wholesaler) David S. Downey P.O. Box 295 President and Director of Director 102 West Main Street First Southern National Bank Stanford, KY 40484 (Bank) Douglas P. Ditto P.O. Box 295 Senior Vice President Vice President 102 West Main Street of First Southern National Bank Director Stanford, KY 40484 (Bank) John R. Ball P.O. Box 628 CEO and Director of Director 27 Public Square First Southern National Bank of Lancaster, KY 40444 Garrard County (Bank) Gary Dick P.O. Box 489 CEO and Director of Director 216 North Main St. First Southern National Bank Monticello, KY 42633 Wayne County (Bank) 11 James P. Rousey 3060 Harrodsburg Road CEO and Director of First Southern Director Lexington, KY 40503 National Bank of the Bluegrass (Bank) [F1] Mr. Correll also owns approximately 83% of the outstanding stock of FSF. All of the directors and executive officers of FSF 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 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:
Name and Offices Present Principal HELD WITH FSC BUSINESS ADDRESS OCCUPATION OR 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) 12 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. 13 Executive Officer of FSI:
Name and Offices Present Principal HELD WITH FSC BUSINESS ADDRESS OCCUPATION OR 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 F to this Report and is incorporated herein by reference. Mr. Attkisson and the individuals 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. 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. $ 1,377,922.25 First Southern Funding, Inc. $ 8,957,210.28 First Southern Capital Corp., LLC $ 2,339,995.00 First Southern Investments, LLC $ 283,000.00 Total $ 12,958,127.53 The Reporting Persons employed working capital to make these purchases of the Common Stock, including funds on hand and amounts drawn under existing lines of credit with Star Bank, NA. FSF borrowed $7,082,878 and FSB borrowed $495,775 in making the purchases. ITEM 4. PURPOSE OF TRANSACTION Not amended. 14 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) The beneficial ownership of the Common Stock by each Reporting Person is as follows: First Southern Bancorp, Inc. 123,241 shares 4.95% First Southern Funding, Inc. 706,756 shares 28.38% First Southern Capital Corp., LLC 183,033 shares 7.35% First Southern Investments, LLC 22,135 SHARES 0.89% Total[F1] 1,035,165 shares 41.57% [FN] [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 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 83% of the outstanding voting stock of FSF; he owns directly approximately 22% 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. Additional shares of Common Stock that may be acquired under the agreements described in Item 4 and incorporated herein by reference: Convertible Note Purchase Agreement 204,800 Option Agreement 1,450,000 (subject to adjustment) Beneficial ownership of up to 51% of the outstanding Common Stock can be acquired under these agreements. Beneficial ownership of these shares is disclaimed at this time. (b) Each of the following Reporting Persons has sole voting and dispositive power with respect to the following shares: First Southern Bancorp, Inc. 123,241 shares First Southern Funding, Inc. 706,756 shares First Southern Capital Corp., LLC 183,033 shares First Southern Investments, LLC 22,135 SHARES Total[F1] 1,035,165 shares [FN] [F1] See Note 1 in the response to Item 5(a) above. 15 (c) The following transactions of the Common Stock of the Issuer were effected during the past sixty days by the Reporting Persons: Transaction 1: (1) Identity of the person who effected the transaction: First Southern Funding, Inc. (2) The date of the transaction: September 17, 1998 (3) The amount of securities involved: 1,370 shares (4) The price per share or unit: $7.63 per share (5) Where and how the transaction was effected: By the Reporting Person's broker, J.J.B. Hilliard, W.L. Lyons, Inc. Transaction 2: On November 20, 1998, First Southern Funding, Inc. assigned, in part, its right to purchase shares of Common Stock from UTI under the Acquisition Agreement to First Southern Bancorp, Inc., First Southern Capital Corp., LLC and First Southern Investments, LLC, and the closing of the purchase of shares under the Acquisition Agreement and Stock Purchase Agreement occurred. Shares were purchased on November 20, 1998 by the Reporting Persons as follows: FSF purchased 66,666 shares pursuant to the Stock Purchase Agreement at a price of $15.00 per share from the following individuals: Larry Ryherd 49,530 shares Jarad John Ryherd 4,000 shares Jarad John Ryherd 1,000 shares Derek Scott Ryherd 1,200 shares Shari Lynnette Serr 4,000 shares Leslie C. Newby 718 shares Lesley C. Newby 500 shares Charity L. Newby 718 shares Charity Newby 500 shares Donna R. Newby 1,000 shares Douglas W. Ryherd/Susan J. Ryherd 3,500 shares Shares were purchased from UTI under the Acquisition Agreement as follows: First Southern Funding, Inc. purchased 316,260 shares at $15.00 per share and 298,810 shares at $10.00 per share; First Southern Bancorp, Inc. purchased 43,000 shares at $15.00 per share; First Southern Capital Corp., LLC purchased 101,933 shares at $15.00 per share and 81,100 shares at $10.00 per share; and 16 First Southern Investments, LLC purchased 12,330 shares at $15.00 per share and 9,805 at $10.00 per share. See the Agreement of Assignment among the Reporting Persons with respect to their purchase of shares under the Acquisition Agreement and the possible future adjustment of the purchase price among them in order to equalize their per share investment in Common Stock. 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, and (iv) 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 this Schedule 13D: Exhibit A - (i) Acquisition Agreement between FSF and UTI dated April 30, 1998, as amended May 29, 1998: (ii) Stock Purchase Agreement between FSF and Larry E. Ryherd dated April 30, 1998; (iii) 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 (iv) Option Agreement between FSF and UTI dated April 30, 1998 (previously filed) Exhibit B - Agreement among Reporting Persons dated November 20, 1998 for the filing of a single Schedule 13D pursuant to Rule 13d-l(f)(l) Exhibit C - Letter agreements and promissory note relating to the borrowing of funds by FSF referenced in Item 3 (previously filed) Exhibit D - Letter agreements and promissory note relating to the borrowing of funds by FSB referenced in Item 3 (previously filed) Exhibit E - Agreement of Assignment among the Reporting Persons dated November 20, 1998 Exhibit F - Members of First Southern Investments, LLC 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. November 24, 1998 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 November 20, 1998, 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. 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 November 20, 1998 for the filing of a single Schedule 13D pursuant to Rule 13d-l(f)(l). C* Letter agreements and promissory note relating to the borrowing of funds by FSF. D* Letter agreements and promissory note relating to the borrowing of funds by FSB. E Agreement of Assignment among the Reporting Persons dated November 20, 1998 F Members of First Southern Investments, LLC * Previously filed
EX-99.A 2 19 EXHIBIT B AGREEMENT THIS AGREEMENT is made and entered into by and between Jesse T. Correll, First Southern Bancorp, Inc., First Southern Funding, Inc., 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 Trust, 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, Inc., 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 Trust, Inc. shall be filed on behalf of each of them. 2. Jesse T. Correll, First Southern Bancorp, Inc., First Southern Funding, Inc., 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, Inc., 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. 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. 20 6. Jesse T. Correll, First Southern Bancorp, Inc., First Southern Funding, Inc., First Southern Capital Corp., LLC and First Southern Investments, LCC each acknowledge and agree that Jesse T. Correll and the President of First Southern Funding, Inc., then in office, and each of them, 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 June 25, 1998, among Jesse T. Correll, First Southern Bancorp, Inc., First Southern Funding, Inc. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 20th day of November, 1998. FIRST SOUTHERN BANCORP, INC. By:/S/ JESSE T. CORRELL Jesse T. Correll, President FIRST SOUTHERN FUNDING, INC. By:/S/ JESSE T. CORRELL Jesse T. Correll, President 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 EX-99.A 3 21 EXHIBIT E AGREEMENT OF ASSIGNMENT This Agreement of Assignment is entered into between First Southern Funding, Inc., a Kentucky corporation ("Buyer"), First Southern Bancorp, Inc., a Kentucky corporation ("Bancorp"), First Southern Capital Corp., LLC, a limited liability company ("Capital"), and First Southern Investments, LLC, a Kentucky limited liability company ("Investments"). PREMISES Buyer is a party to a certain Acquisition Agreement (the "Acquisition Agreement"), dated April 20, 1998, between Buyer and United Trust, Inc., an Illinois corporation ("UTI"), as amended, and is a party to a certain Stock Purchase Agreement (the "Stock Purchase Agreement"), dated April 20, 1998, between Buyer and Larry Ryherd, the form of which is attached as Exhibit 1(c) to the Acquisition Agreement. Pursuant to the Acquisition Agreement and the Stock Purchase, Buyer has the right to purchase an aggregate of 929,905 shares of common stock of UTI (the "Shares") as follows:
SELLER No. of Shares Price Per Share Aggregate Price UTI 389,715 $10.00 $ 3,897,150 UTI 473,523 15.00 7,102,845 Larry Ryherd 66,666 15.00 999,990
In addition, Buyer has the right to purchase UTI Convertible Notes in the initial face amount of $2,560,000 for an aggregate purchase price of $3,072,000, pursuant to the Convertible Note Purchase Agreement referred to the Acquisition Agreement, and has an option to purchase additional shares from UTI. Buyer desires to assign, in part, its obligation to purchase Shares under the Acquisition Agreement and the Stock Purchase Agreement to Bancorp, Capital and Investments, and Bancorp, Capital and Investments desire to assume such obligations, to enable them to purchase Shares as set forth below. Buyer, Bancorp, Capital and Investments desire to structure such assignment so that the average cost per share paid by each of them to acquire shares of common stock of UTI from time to time, including expenses, is the same. AGREEMENT AND ASSIGNMENT Now, therefore, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Of the total 929,905 Shares Buyer has the right and obligation to purchase under the Acquisition Agreement: 22 a. Buyer assigns and transfers to Bancorp, and Bancorp accepts and assumes, the right and obligation to purchase a total of 43,000 Shares at a price of $15.00 per share, subject to the adjustment provisions set out below; b. Buyer assigns and transfers to Capital, and Capital accepts and assumes, the right and obligation to purchase a total of 81,100 Shares at a price of $10.00 per share and 101,933 Shares at a price of $15.00 per share, subject to the adjustment provisions set out below; and c. Buyer assigns and transfers to Investments, and Investments accepts and assumes, the right and obligation to purchase a total of 9,805 Shares at a price of $10.00 per share and 12,330 Shares at a price of $15.00 per share, subject to the adjustment provisions set out below. 2. Bancorp, Capital and Investments each agrees to pay the purchase price payable by it, as set forth above, in immediately available funds at or before the closing of the Acquisition Agreement and the Stock Purchase Agreement. To facilitate the payment of the purchase price at the closing in the manner required by the Acquisition Agreement and Stock Purchase Agreement, Bancorp, Capital and Investments shall provide Buyer, in immediately available funds, the portion of the purchase price payable by it, in accordance with such directions as Buyer may deem expedient for completing the purchase of the Shares at the closing, and each hereby appoints Buyer its agent and attorney-in-fact for the purpose of delivering such purchase price for the Shares being acquired by it and completing the purchase of such Shares at the closing. 3. Bancorp, Capital and Investments each hereby agrees to assume and be bound by, and not take any action which would cause a breach of, the obligations of Buyer under the Acquisition Agreement and Stock Purchase Agreement. 4. The parties have allocated the purchase price for the shares so that, upon the closing of the purchase of shares from UTI and Mr. Ryherd, the aggregate amount of the investment by Buyer, Bancorp, Capital and Investments in shares of common stock of UTI (including expenses incurred to acquire the shares) will be as nearly equal as practicable on a per share basis. The parties agree to adjust the prices payable by them hereunder if any of them acquire additional shares of UTI common stock from time to time so that the aggregate amount of the investment by Buyer, Bancorp, Capital and Investments in shares of common stock of UTI (including expenses incurred to acquire the shares) shall be as nearly equal as practicable on a per share basis. The adjustment shall be subject to applicable tax, securities and regulatory requirements. This provision will continue until the Option Agreement between Buyer and UTI terminates or Buyer is no longer entitled to purchase any shares thereunder. 5. This Agreement of Assignment may be executed in counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument. 23 IN WITNESS WHEREOF, the parties have executed this Agreement of Assignment effective the 20th day of November, 1998, each intending to be legally bound. FIRST SOUTHERN FUNDING, INC. By /S/ RANDALL ATTKISSON Randall Attkisson, Treasurer FIRST SOUTHERN BANCORP, INC. By /S/ RANDALL ATTKISSON Randall Attkisson, Vice President FIRST SOUTHERN CAPITAL CORP., LLC By /S/ RANDALL ATTKISSON Randall Attkisson, Manager FIRST SOUTHERN INVESTMENTS, LLC By /S/ RANDALL ATTKISSON Randall Attkisson, President EX-99.A 4 24 EXHIBIT F MEMBERS OF FIRST SOUTHERN INVESTMENTS, L.L.C.
PRESENT PRINCIPAL OCCUPATION OR NAME BUSINESS ADDRESS EMPLOYMENT John Ball P. O. Box 628 CEO & Director, First Southern 27 Public Square National Bank of Garrard County 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 of Lancaster, KY 40444 Garrard County (Bank) McKinley Dailey P. O. Box 628 Loan Officer, First Southern 27 Public Square National Bank of Garrard County 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 CEO, First Southern National 102 West Main Street 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) G. Louis Mason II P. O. Box 328 Technology Manager, First 99 Lancaster Street Southern Bancorp, Inc. (Bank Stanford, KY 40484 Holding Company) 25 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 CEO & Director, First Southern 204 Fairfield Drive National Bank of the Bluegrass Nicholasville, KY 40356 (Bank) James M. Schrader 3060 Harrodsburg Road CEO, First Southern National Lexington, KY 40503 Bank of the Bluegrass - Lexington Office (Bank) John R. Swaim P. O. Box 430 CEO, First Southern National 204 Fairfield Drive Bank of the Bluegrass - Nicholasville, KY 40356 Nicholasville Office (Bank) Becky Taylor 3060 Harrodsburg Road Vice President, First Southern Lexington, KY 40503 National Bank of the Bluegrass (Bank) Becky Taylor Custodian for Matt 3060 Harrodsburg Road Vice President, First Southern Taylor Lexington, KY 40503 National Bank of the Bluegrass (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 Controller, First Southern 99 Lancaster Street Bancorp, Inc. (Bank Holding Stanford, KY 40484 Company) 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 of the Bluegrass (Bank) Dennis Vaught P. O. Box 69 Senior Vice President, Main Street First Southern National Bank of Paint Lick, KY 40461 Garrard County (Bank) Barbara Young P. O. Box 295 Executive Vice President, First 102 West Main Street Southern National Bank (Bank) Stanford, KY 40484
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