utgsch13da20.htm

0000940397-09-000045.txt : 20090908 0000940397-09-000045.hdr.sgml : 20090907 20090908170701 ACCESSION NUMBER: 0000940397-09-000045 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090908 DATE AS OF CHANGE: 20090908 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UTG INC CENTRAL INDEX KEY: 0000832480 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 202907892 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40020 FILM NUMBER: 091058681 BUSINESS ADDRESS: STREET 1: PO BOX 5147 STREET 2: 5250 SOUTH SIXTH STREET ROAD CITY: SPRINGFIELD STATE: IL ZIP: 62703 BUSINESS PHONE: 2173236300 MAIL ADDRESS: STREET 1: PO BOX 5147 STREET 2: 5250 SOUTH SIXTH STREET CITY: SPINGFIELD STATE: IL ZIP: 62705 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TRUST GROUP INC DATE OF NAME CHANGE: 20001206 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TRUST INC /IL/ DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UTG INC CENTRAL INDEX KEY: 0000832480 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 202907892 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 5147 STREET 2: 5250 SOUTH SIXTH STREET ROAD CITY: SPRINGFIELD STATE: IL ZIP: 62703 BUSINESS PHONE: 2173236300 MAIL ADDRESS: STREET 1: PO BOX 5147 STREET 2: 5250 SOUTH SIXTH STREET CITY: SPINGFIELD STATE: IL ZIP: 62705 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TRUST GROUP INC DATE OF NAME CHANGE: 20001206 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TRUST INC /IL/ DATE OF NAME CHANGE: 19920703 SC 13D/A 1 utgsch13da20.htm UTG SC13D/AAMD20 utgsch13da20.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 20)

UTG, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

90342M 10 9

(CUSIP Number)

Jill Martin

First Southern Bancorp, Inc.

P.O. Box 328, Stanford, KY 40484 (606-365-3555)

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 27, 2009

(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 [ ]

CUSIP No. 913111209 13D Page of 2 of 22 Pages

1)	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)	First Southern Holdings, LLC
2)	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	þ
	(b)	¨
3)	SEC Use Only
4)	Source of Funds (See Instructions)	AF
5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
6)	Citizenship or Place of Organization	Kentucky
Number of Shares Beneficially Owned by each Reporting Person With	(7) Sole Voting Power	1,277,716*
	(8) Shared Voting Power	0*
	(9) Sole Dispositive Power	1,077,716*
	(10)Shared Dispositive Power	0*
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)	þ
13)	Percent of Class Represented by Amount in Row (11)	See response to Item 5
14)	Type of Reporting Person (See Instructions)	OO

* See response to Item 5

CUSIP No. 913111209 60; 13D Page of 3 of 22 Pages

1)	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)	First Southern Funding, LLC
2)	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	þ
	(b)	¨
3)	SEC Use Only
4)	Source of Funds (See Instructions)	WC, BK
5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
6)	Citizenship or Place of Organization	Kentucky
Number of Shares Beneficially Owned by each Reporting Person With	(7) Sole Voting Power	341,997*
	(8) Shared Voting Power	0*
	(9) Sole Dispositive Power	341,997*
	(10)Shared Dispositive Power	0*
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)	þ
13)	Percent of Class Represented by Amount in Row (11)	See response to Item 5
14)	Type of Reporting Person (See Instructions)	OO

* See response to Item 5

CUSIP No. 913111209 60; 13D Page of 4 of 22 Pages

1)	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)	First Southern Bancorp, Inc.
2)	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	þ
	(b)	¨
3)	SEC Use Only
4)	Source of Funds (See Instructions)	WC, BK
5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
6)	Citizenship or Place of Organization	Kentucky
Number of Shares Beneficially Owned by each Reporting Person With	(7) Sole Voting Power	229,069 *
	(8) Shared Voting Power	See response to Item 5
	(9) Sole Dispositive Power	29,069 *
	(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)	þ
13)	Percent of Class Represented by Amount in Row (11)	See response to Item 5
14)	Type of Reporting Person (See Instructions)	HC

* See response to Item 5

CUSIP No. 913111209 60; 13D Page of 5 of 22 Pages

1)	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)	Jesse T. Correll
2)	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	þ
	(b)	¨
3)	SEC Use Only
4)	Source of Funds (See Instructions)	AF, OO
5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
6)	Citizenship or Place of Organization	Kentucky
Number of Shares Beneficially Owned by each Reporting Person With	(7) Sole Voting Power	191,058 *
	(8) Shared Voting Power	See response to Item 5
	(9) Sole Dispositive Power	191,058 *
	(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)	þ
13)	Percent of Class Represented by Amount in Row (11)	See response to Item 5
14)	Type of Reporting Person (See Instructions)	IN

* See response to Item 5

CUSIP No. 913111209 60; 13D Page of 6 of 22 Pages

1)	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)	Ward F. Correll
2)	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	þ
	(b)	¨
3)	SEC Use Only
4)	Source of Funds (See Instructions)	AF
5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
6)	Citizenship or Place of Organization	Kentucky
Number of Shares Beneficially Owned by each Reporting Person With	(7) Sole Voting Power	6,997*
	(8) Shared Voting Power	See response to Item 5
	(9) Sole Dispositive Power	6,997*
	(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)	þ
13)	Percent of Class Represented by Amount in Row (11)	See response to Item 5
14)	Type of Reporting Person (See Instructions)	IN

* See response to Item 5

CUSIP No. 913111209 60; 13D Page of 7 of 22 Pages

1)	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)	WCorrell, Limited Partnership
2)	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	þ
	(b)	¨
3)	SEC Use Only
4)	Source of Funds (See Instructions)	OO
5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
6)	Citizenship or Place of Organization	Georgia
Number of Shares Beneficially Owned by each Reporting Person With	(7) Sole Voting Power	72,750*
	(8) Shared Voting Power	0*
	(9) Sole Dispositive Power	72,750*
	(10)Shared Dispositive Power	0*
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)	þ
13)	Percent of Class Represented by Amount in Row (11)	See response to Item 5
14)	Type of Reporting Person (See Instructions)	PN

* See response to Item 5

CUSIP No. 913111209 60; 13D Page of 8 of 22 Pages

1)	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)	Cumberland Lake Shell, Inc.
2)	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	þ
	(b)	¨
3)	SEC Use Only
4)	Source of Funds (See Instructions)	OO
5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
6)	Citizenship or Place of Organization	Kentucky
Number of Shares Beneficially Owned by each Reporting Person With	(7) Sole Voting Power	257,501 *
	(8) Shared Voting Power	0*
	(9) Sole Dispositive Power	257,501 *
	(10)Shared Dispositive Power	0*
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)	þ
13)	Percent of Class Represented by Amount in Row (11)	See response to Item 5
14)	Type of Reporting Person (See Instructions)	CO

* See response to Item 5

Explanatory Note

With this amendment, the reporting persons are amending the disclosures in the text of Items 2, 5, 6 and 7 and Exhibits E and F of this Report to update information about the reporting persons and their ownership of shares of UTG, Inc. (“UTI”).

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 Holdings, LLC, Ward F. Correll, WCorrell, Limited Partnership and Cumberland Lake Shell, Inc. (individually, each is referred to as a “Reporting Person” and collectively, the “Reporting Persons”).

Information with respect to the offices held by any of the Reporting Persons with UTI and the insurance subsidiaries of UTI are provided below in this Item 2 and in Item 4 of this Report and incorporated herein by reference. 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, Lancaster Street, Stanford, Kentucky 40484.

(c)

Mr. Correll’s present principal occupations 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.

Chairman, CEO and Director of UTI (insurance holding company), 5250 South 6th Street, Springfield, Illinois 62703.

(d) 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.

Page 9 of 22

(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.

Information about the directors, executive officers and controlling shareholders of FSBI is filed in Exhibit F and incorporated herein by reference.

FIRST SOUTHERN FUNDING, LLC (“FSF”) (a Kentucky limited liability company)

(a)

The name of this Reporting Person is First Southern Funding, LLC.

(b) The state of organization of FSF is Kentucky.

(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.

Information about the managers, executive officers and controlling persons of FSF is filed in Exhibit F and incorporated herein by reference.

FIRST SOUTHERN HOLDINGS, LLC (“FSH”) (a Kentucky limited liability company)

(a) The name of this Reporting Person is First Southern Holdings, LLC.

(b) The state of organization of FSH is Kentucky.

(c)

The principal business of FSH is investments. The address of the principal office of FSH is P. O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484.

Information about the executive officers, members and controlling persons of FSH is filed in Exhibit F and incorporated herein by reference.

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.

(f) Ward F. Correll is a citizen of the United States.

WCORRELL, LIMITED PARTNERSHIP (a Georgia limited partnership)

(a) The name of this Reporting Person is WCorrell, Limited Partnership.

Page 10 of 22

(b) The state of its organization is Georgia.

(c)

WCorrell, Limited Partnership’s principal business is investments, and its principal office address is P.O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484.

Information about the general partners of WCorrell, Limited Partnership is filed in Exhibit F and incorporated herein by reference.

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.

Information about the directors, executive officers and controlling shareholders of CLS is filed in Exhibit F and incorporated herein by reference.

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, no Reporting Person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person 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

Not amended.

Item 4. Purpose Of Transaction

Not amended.

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:

Page of 11 of 22

Reporting Person	Number of Shares Owned (%)(1)
Jesse T. Correll (2) First Southern Bancorp, Inc.(2)(3) First Southern Funding, LLC(2)(3) First Southern Holdings, Inc.(2)(3) Ward F. Correll(4) WCorrell, Limited Partnership(2) Cumberland Lake Shell, Inc.(4)		191,058 (5.00%) 1,506,785 (39.41%) 341,997 (8.94%) 1,277,716 (33.42%) 264,498 (6.92%) 72,750 (1.90%) 257,501 (6.73%)
Total(3)(5)		2,304,338 (60.27%)

(1) The percentage of outstanding shares is based on 3,823,624 shares of Common Stock outstanding as of August 31, 2009.

(2) The share ownership of Mr. Correll includes 118,308 shares of Common Stock owned by him individually. The share ownership of Mr. Correll also includes 72,750 shares of Common Stock held by WCorrell, Limited Partnership, a limited partnership in which Mr. Correll serves as managing general partner and, as such, has sole voting and dispositive power over the shares held by it.

In addition, by virtue of his ownership of voting securities of FSF and FSBI, and in turn, their ownership of 100% of the outstanding membership interests of FSH, Mr. Correll may be deemed to beneficially own the total number of shares of Common Stock owned by FSH (as well as the shares owned by FSBI and FSF directly), and may be deemed to share with FSH (as well as FSBI and FSF) the right to vote and to dispose of such shares. Mr. Correll owns approximately 81.5% of the outstanding membership interests of FSF; he owns directly approximately 41.34%%, he has immediately exercisable options to purchase approximately 16.99%, companies he controls own approximately 10.50%, and he has the power to vote and an option to purchase but does not own approximately 2.42%, of the outstanding voting common equity of FSBI (consisting in part of shares entitled to one vote per share and in part of shares entitled to ten votes per share). FSBI and FSF in turn own 99% and 1%, respectively, of the outstanding membership interests of FSH. The aggregate number of shares of Common Stock held by these other Reporting Persons, as shown in the above table, is 1,848,782 shares.

(3) The share ownership of FSBI consists of 229,069 shares of Common Stock held by FSBI directly and 1,277,716 shares of Common Stock held by FSH of which FSBI is a 99% member and FSF is a 1% member, as further described in this Item 5. As a result, FSBI may be deemed to share the voting and dispositive power over the shares held by FSH.

FSB and FSH, individually and collectively, granted call options under which a total of up to 200,000 shares of Common Stock may be sold if exercised. FSB and FSH may determine the number of shares of Common Stock to be sold by each of them if and when the call options are exercised. Accordingly, each of FSB and FSH may be deemed not to have sole dispositive power over 200,000 shares of Common Stock owned by it until expiration of the call options.

Page 12 of 22

(4) The share ownership of Ward F. Correll includes 6,997 shares of Common Stock owned by him individually. The share ownership of Mr. Correll also includes the shares of Common Stock held by CLS, all of the outstanding voting shares of which are owned by Ward F. Correll. As a result, Ward F. Correll may be deemed to share the voting and dispositive power over these shares.

(5) Mr. Correll, FSBI, FSF and FSH have agreed in principle to act together for the purpose of acquiring or holding equity securities of UTI, and FSB and FSH have agreed to act in concert for the purpose of selling shares of Common Stock under the call options granted by them and referenced in Note (3) above. In addition, because of their relationships with these Reporting Persons, Ward F. Correll, CLS 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.

(c) FSH sold a total of 80,000 shares of Common Stock and FSBI sold a total of 20,000 shares of Common Stock on August 27, 2009 in privately negotiated transactions. The purchase price of all of the sold shares was $10.00 per share. In addition, concurrently with and as part of such private sale transactions, FSH and FSBI, individually and collectively, granted the purchasers of the shares sold options to purchase up to a total of 200,000 shares of Common Stock at an exercise price of $10.00 per share. The call options expire August 27, 2012 provided that after August 27, 2011 the maximum number of shares of Common Stock that can be purchased under the call options is 100,000.

Except as described above, there have been no transactions in the Common Stock of UTI effected within the past 60 days of the date of the filing of this amendment to the Schedule 13D of the Reporting Persons.

(d) Not amended.

Item 6. Contracts, Arrangements, Understandings, Or Relationships With Respect To Securities Of The Issuer

Not amended.

See responses to Items 4 and 5 above. Other than

·	as described in the responses to Items 4 and 5 of this Schedule 13D;

·	the Agreement Among Reporting Persons attached hereto as Exhibit B;

·	agreements under which Reporting Persons acquired securities of UTG during the period between 1998 and 2003, namely:

Page 13 of 22

(i) the Acquisition Agreement, dated April 30, 1998, as amended May 29, 1998, the Stock Purchase Agreement, dated April 30, 1998, the Convertible Note Purchase Agreement, dated April 30, 1998, and the Option Agreement, dated April 30, 1998, all four of which are filed as Exhibit A, and the related the Agreement of Assignment among the Reporting Persons, dated November 20, 1998, which is filed as Exhibit E;

o	the letter of intent (which is filed as Exhibit G) and related Stock Acquisition Agreement, dated December 30, 1999 (which is attached hereto as Exhibit I); and

the Common Stock Purchase Agreements, dated February 13, 2001, which are filed as Exhibit K and L hereto, and related Assignment and Assumption agreements, dated April 11, 2001, which are filed as Exhibits M and O hereto, and Consents to Assignment and Novation, dated April 6, 2001, which are filed as Exhibits N and P hereto; and

·	the option agreements pursuant to which FSH and FSBI, individually and collectively, granted call options, which are filed as Exhibits Q and R and incorporated herein by reference,

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

Intentionally omitted.

Exhibit D

Intentionally omitted.

Exhibit E

Agreement of Assignment among the Reporting Persons dated November 20, 1998.

Exhibit F

Directors, officers, members, general partners and controlling persons of Reporting Persons.

Exhibit G

Letter of intent between UTI and Mr. Correll, on behalf of the shareholders of North Plaza of Somerset, Inc.

Page 14 of 22

Exhibit H

Intentionally omitted.

Exhibit I

Stock Acquisition Agreement dated December 30, 1999, between UTI and Shareholders of North Plaza of Somerset, Inc.

Exhibit J

Amendment, dated December 31, 1999, between FSF and UTI to the Acquisition Agreement filed as Exhibit A to this Report.

Exhibit K

Common Stock Purchase Agreement, dated February 13, 2001, among FSBI and James E. Melville, Barbara Hartman, BJM Trust - James E. Melville, Trustee, Matthew C. Hartman Trust - James E. Melville, Trustee, Zachary T. Hartman Trust - James E. Melville, Trustee, Elizabeth A. Hartman Trust - James E. Melville, Trustee, and Margaret M. Hartman Trust - James E. Melville, Trustee.

Exhibit L

Common Stock Purchase Agreement, dated February 13, 2001, among FSBI and Larry E. Ryherd, Dorothy L. Ryherd, Shari Lynnette Serr, Jarad John Ryherd, Derek Scott Ryherd, Dorothy L. Ryherd, Custodian for Casey Jaye Serr UGMA IL, Larry E. Ryherd, Custodian for Casey Jaye Serr UGMA IL, Steven W. Serr, Halcie B. Brown, Douglas W. Ryherd, Susan J. Ryherd, Douglas W. Ryherd, Custodian for Bryan D. Ryherd UGMA IL, Douglas W. Ryherd, Custodian for Evan Ryherd UGMA IL, Ella E. Campbell, Douglas W. Ryherd, Custodian for Jordan Ray Ryherd UGMA, IL, Illinois National Bank, Successor Trustee of the Shari Lynette Serr Irrevocable Trust under Agreement dated December 30, 1987, Illinois National Bank, Successor Trustee of the Jarad John Ryherd Irrevocable Trust under Agreement dated December 30, 1987, Illinois National Bank, Successor Trustee of the Derek Scott Ryherd Irrevocable Trust under Agreement dated December 30, 1987, Douglas W. Ryherd - - IRA, Larry Ryherd as the Sellers’ Agent, Casey Jaye Serr, Bryan D. Ryherd, Evan Ryherd, and Jordan Ray Ryherd.

Exhibit M

Assignment and Assumption Agreement, dated April 11, 2001, between FSBI and UTI.

Exhibit N

Consent to Assignment and Novation, dated April 5, 2001, among James E. Melville, Barbara Hartman, BJM Trust - James E. Melville, Trustee, Matthew C. Hartman Trust - James E. Melville, Trustee, Zachary T. Hartman Trust - James E. Melville, Trustee, Elizabeth A. Hartman Trust - James E. Melville, Trustee, and Margaret M. Hartman Trust - James E. Melville, Trustee.

Exhibit O

Assignment and Assumption Agreement, dated April 11, 2001, between FSBI and UTI.

Exhibit P

Consent to Assignment and Novation, dated April 6, 2001, among Larry E. Ryherd, Dorothy L. Ryherd, Shari Lynnette Serr, Jarad John Ryherd, Derek Scott Ryherd, Dorothy L. Ryherd, Custodian for Casey Jaye Serr UGMA IL, Larry E. Ryherd, Custodian for Casey Jaye Serr UGMA IL, Steven W. Serr, Halcie B. Brown, Douglas W. Ryherd, Susan J. Ryherd, Douglas W. Ryherd, Custodian for Bryan D. Ryherd UGMA IL, Douglas W. Ryherd, Custodian for Evan Ryherd UGMA IL, Ella E. Campbell, Douglas W. Ryherd, Custodian for Jordan Ray Ryherd UGMA, IL, Illinois National Bank, Successor Trustee of the Shari

Page 15 of 22

Lynette Serr Irrevocable Trust under Agreement dated December 30, 1987, Illinois National Bank, Successor Trustee of the Jarad John Ryherd Irrevocable Trust under Agreement dated December 30, 1987, Illinois National Bank, Successor Trustee of the Derek Scott Ryherd Irrevocable Trust under Agreement dated December 30, 1987, Douglas W. Ryherd - - IRA, Larry Ryherd as the Sellers’ Agent, Casey Jaye Serr, Bryan D. Ryherd, Evan Ryherd, and Jordan Ray Ryherd.

Exhibit Q

Option Agreement, dated August 27, 2009, between First Southern Bancorp, Inc., First Southern Holdings, LLC and Softvest, LP

Exhibit Q

Option Agreement, dated August 27, 2009, between First Southern Bancorp, Inc., First Southern Holdings, LLC and Softsearch Investment, LP

Page of 16 of 22

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September _____, 2009	/s/ Jesse T. Correll Attorney-in-Fact on behalf of each of the Reporting Persons*

* Pursuant to the Agreement among Reporting Persons dated January 14, 2009, for the filing of a single Schedule 13D pursuant to Rule 13d-1(k), each Reporting Person has authorized Jesse T. Correll to sign on behalf of such Reporting Person any Schedule 13D or amendments thereto that are required to be filed on behalf of the Reporting Persons to this Schedule 13D.

Page of 17 of 22

EXHIBIT INDEX

EXHIBIT NO.

DESCRIPTION

Agreement among Reporting Persons dated January 14, 2009 for the filing of a single Schedule 13D pursuant to Rule 13d-l(f)(l).

Intentionally omitted.

Agreement of Assignment among the Reporting Persons dated November 20, 1998.

Directors, officers, members, general partners and controlling persons of Reporting Persons.

Letter of intent between UTI and Mr. Correll, on behalf of the shareholders of North Plaza of Somerset, Inc.

Intentionally omitted.

Stock Acquisition Agreement dated December 30, 1999, between UTI and Shareholders.

Amendment, dated December 31, 1999, between FSF and UTI to the Acquisition Agreement filed as Exhibit A to this Report.

Assignment and Assumption Agreement, dated April 11, 2001, between FSBI and UTI.

Page 18 of 22

Jordan Ray Ryherd UGMA, IL, Illinois National Bank, Successor Trustee of the Shari Lynette Serr Irrevocable Trust under Agreement dated December 30, 1987, Illinois National Bank, Successor Trustee of the Jarad John Ryherd Irrevocable Trust under Agreement dated December 30, 1987, Illinois National Bank, Successor Trustee of the Derek Scott Ryherd Irrevocable Trust under Agreement dated December 30, 1987, Douglas W. Ryherd - IRA, Larry Ryherd as the Sellers’ Agent, Casey Jaye Serr, Bryan D. Ryherd, Evan Ryherd, and Jordan Ray Ryherd.

Option Agreement, dated August 27, 2009, between FSBI, FSH and Softvest, LP

Option Agreement, dated August 27, 2009, between FSBI, FSH and Softsearch Investment, LP

* Previously filed

Page of 19 of 22

Exhibit F

Directors, Executive Officers and Controlling Shareholders of FSBI:

Jesse T. Correll, Director and Executive Officer

Randall L. Attkisson, Director

Jill M. Martin, Executive Officer

Ward F. Correll, Director

David S. Downey, Director

Douglas P. Ditto, Director

John R. Ball, Director

Danny Irvin, Director

Eugene Hargis, Director

William R. Clark, Director

W.L. Rouse III, Director

Managers, Executive Officers and Controlling Persons of FSF:

Jesse T. Correll, Manager, Executive Officer and Controlling Person

Jill M. Martin, Manager and Executive Officer

Ward F. Correll, Manager

David S. Downey, Manager

Douglas P. Ditto, Manager and Executive Officer

John R. Ball, Manager

Executive Officers, Members and Controlling Persons of FSH:

Jesse T. Correll, Executive Officer

Jill M. Martin, Executive Officer

First Southern Funding, LLC, Member

First Southern Bancorp, Inc., Member and Controlling Person

General Partners of WCorrell, Limited Partnership:

Jesse T. Correll, managing general partner

Ward F. Correll, general partner

Directors, Executive Officers and Controlling Shareholders of CLS:

Ward F. Correll, Director and controlling shareholder

Leah D. Taylor, Executive Officer and Director

Dinnia Estep, Executive Officer and Director

Stephen Acton, Executive Officer and Director

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,

Page 20 of 22

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(s) of the individuals identified above in this Exhibit:

Stephen Acton	P. O. Box 430 150 Railroad Drive Somerset, KY 42502	Vice President & Director Cumberland Lake Shell, Inc. (Gasoline wholesaler)
Randall L. Attkisson	143 Cold Springs Drive Stanford, KY 40484	Director of First Southern Bancorp, Inc. (Bank holding company) Director of UTG, Inc. (Insurance holding company) Partner, Bluegrass Capital Advisors, LLC
John Ball	P.O. Box 628 27 Public Square Lancaster, KY 40444	Regional President and Director of First Southern National Bank (Bank)

William R. Clark	P.O. Box 118 138 N. Main St. Russellville, KY 42276	Regional President and Director of First Southern National Bank (Bank)

Jesse T. Correll	P.O. Box 328 99 Lancaster Street Stanford, KY 40484 5250 South Sixth St. Springfield, IL 62703	President and Director of First Southern Bancorp, Inc. (Bank holding company) Chairman, CEO and Director of UTG, Inc. (Insurance holding company)

Ward F. Correll	P.O. Box 430 150 Railroad Drive Somerset, KY 42502	Controlling Shareholder, Cumberland Lake Shell, Inc. (Gasoline wholesaler)

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Douglas P. Ditto	P.O. Box 328 99 Lancaster Street Stanford, KY 40484	Assistant Vice President of UTG, Inc. (Insurance holding company)

David S. Downey	P.O. Box 328 99 Lancaster Road Stanford, KY 40484	Executive Vice President of Real Estate and Director, First Southern National Bank (Bank)

Dinnia Estep	P.O. Box 430 150 Railroad Drive Somerset, KY 42502	Secretary, Director, Cumberland Lake Shell, Inc. (Gasoline wholesaler)

Eugene Hargis	P.O. Box 263 186 North Main Street Russellville, KY 42276	Managing Member, Hargis Bolton, LLC (CPA firm)

Danny Irvin	31 Public Square Lancaster, KY 40444	Realtor/Auctioneer The Irvin Group (Real estate/auction company)

Jill Martin	P.O. Box 328 99 Lancaster Street Stanford, KY 40484	Accounting Services Director & Secretary, First Southern Bancorp, Inc. (Bank holding company)

W.L. Rouse III	2201 Regency Road, Ste 602 Lexington, KY 40503	Member, The Rouse Companies (Commercial real estate company)

Leah D. Taylor	P.O. Box 430 150 Railroad Drive Somerset, KY 42502	President, Director, Cumberland Lake Shell, Inc. (Gasoline wholesaler)

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EX-99 2 utgsch13da20exhq.htm UTG EXH. SOFTVEST L.P. utgsch13da20exhq.htm

EXHIBIT 99-Q

OPTION AGREEMENT

This OPTION AGREEMENT (“Agreement”) is made and entered into as of August 27, 2009, by and between First Southern Bancorp, Inc. and First Southern Holdings, LLC (individually and collectively, the “Owner”) and Softvest, LP, a limited partnership organized under the laws of Delaware (the “Purchaser”).

Concurrently with the execution of this Agreement, the Purchaser is purchasing from Owner shares of common stock of UTG, Inc., a Delaware corporation (“UTG”). By this Agreement, Owner is granting Purchaser the option to purchase additional shares of common stock of UTG on the terms and subject to the conditions set out herein.

NOW, THEREFORE, in consideration of the premises and other, good and valuable consideration, the parties do hereby agree as follows:

1. Option. On the terms and conditions set out in this Agreement, the Owner hereby grants the Purchaser the right and option (the “Option”) to purchase from the Owner 100,000 shares of common stock of UTG (the “Shares”).

2. Option Period; Expiration. The Option shall be exercisable in whole or in part as provided in Section 3 herein during the period beginning on the date hereof, and ending at 5:00 p.m. (Stanford, Kentucky time) on August 27, 2012 (the “Option Period”) as follows:

A. During the period beginning on the date hereof, and ending at 5:00 p.m. (Stanford, Kentucky time) on August 27, 2011 (the “Initial Expiration Time”), the Option may be exercised one (and only one) time to purchase up to 100,000 Shares; and

B. During the remainder of the Option Period after the Initial Expiration Time, the Option may be exercised one and only one time provided that the maximum number of Shares that can be purchased upon exercise of the Option after the Initial Expiration Time shall under no circumstances exceed 50,000.

It is the intent and agreement of the parties that (i) to the extent not exercised at or prior to the Initial Expiration Time, the Option to purchase 50,000 Shares shall expire at, and be of no further effect after, the Initial Expiration Time, and (ii) the Option to purchase the remaining 50,000 Shares shall expire at, and be of no further effect after, the end of the end of the Option Period.

3. Exercise of the Option. The Purchaser may exercise the Option by delivering written notice of exercise, designating the number of Shares to be purchased, to the Purchaser at the address indicated on the signature page hereof at any time prior to the expiration of the Option Period. The Option shall be considered to have been exercised when the written notice of exercise has been delivered to Owner. The Option may be exercised only one time prior to the Initial Expiration Time and only one time after the Initial Expiration Time (and in any case during the Option Period).

4. Closing. The closing of a purchase of Shares upon exercise of the Option (the “Closing”) shall occur at the offices of the Owner, 99 Lancaster Street, Stanford, Kentucky

40484, or at such other place as the parties may agree, within 30 days following the date of exercise and the satisfaction or waiver of all of the conditions set forth in Section 8 at such time as the Owner and the Purchaser shall reasonably fix. At the Closing, the Owner will deliver to the Purchaser the certificates representing the Shares to be purchased by Purchaser at the Closing, together with validly executed stock powers endorsed for transfer to the Purchaser against payment of the purchase price for said Shares in accordance with Section 5.

5. Purchase Price. If the Option is timely exercised and the Closing occurs, the purchase price per Share for the Shares shall be an amount in cash equal to $10.00 (the “Purchase Price”). The Purchase Price shall be paid in full at the Closing in immediately available funds.

6. Representations, Warranties and Covenants of the Owner. The Owner represents, warrants and covenants to the Purchaser as follows:

A. If the Option is exercised and the Closing occurs, the Owner will convey and the Purchaser will acquire good and marketable title to the Shares to be purchased at such Closing, free and clear of any mortgage, pledge, assessment, security interest, lease, sublease, lien, claim, levy, charge, proxy, voting agreement, restriction or other obligation or encumbrance of any kind, or any conditional sale contract, title retention contract, or other contract to give or to refrain from giving any of the foregoing.

B. The Owner has the power and authority to enter into this Agreement and to sell and transfer the Shares subject to this Agreement in accordance with the terms hereof.

C. The Owner will, on request, execute and deliver such additional documents deemed necessary by the Purchaser to complete the sale and transfer to the Purchaser of the Shares to be purchased by the Purchaser hereunder upon timely exercise of the Option in accordance with the terms of this Agreement.

7. Representations, Warranties and Covenants of the Purchaser. The Purchaser represents, warrants and covenants to the Owner as follows:

A. The Purchaser is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D, as presently in effect, can bear the economic risk of an investment in the Shares, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of an investment in the Shares subject to the Option.

B. The Purchaser has been furnished access to all material information relating to UTG, its subsidiaries and shares of UTG, including the reports and other statements filed by UTG and its shareholders with the Securities and Exchange Commission, and has been afforded the opportunity to ask questions and receive answers concerning the same and to request any additional information necessary to verify the accuracy of any other information they have received.

C. The Purchaser understands there is no active trading market for shares of UTG common stock as of the date hereof, that it is unlikely that there will be an active trading market for them in the future, and that the Purchase Price is not based on any “market value.”

D. If the Option is exercised and the Closing occurs, the Purchaser will acquire the Shares for investment for its own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same.

E. The Purchaser acknowledges and agrees that [1] the Shares are being offered pursuant to this Agreement and, if and when acquired by the Purchaser upon exercise of the Option, will be sold in a private transaction between the Purchaser and the Owner in reliance on the exemption from registration contained in Section 4(1) of the Securities Act of 1933, as amended, [2] the transferability of the Shares will be restricted under applicable securities laws and the certificate(s) representing the Shares will bear a legend providing notice of the restrictions on transferability thereof under applicable securities laws, and [3] following the Closing, the Purchaser will not offer or sell the Shares except in a transaction exempt from registration under applicable securities laws.

F. The Purchaser has the power and authority to enter into this Agreement and to purchase the Shares if and when the Option is exercised.

G. The Purchaser will, on request, execute and deliver such additional documents deemed necessary by the Owner to complete the sale and transfer to the Purchaser of the Shares in accordance with the terms of this Agreement, including without limitation, a certificate of investment representation confirming as true the representations and warranties made by the Purchaser in this Agreement.

8. Conditions.

A. The Purchaser’s obligation to purchase Shares at a Closing shall be subject to the condition (which may be waived by the Purchaser) that the representations and warranties of the Owner in this Agreement shall be true and correct in all material respects at the Closing as if made at and on that date.

B. The Owner’s obligation to sell Shares at a Closing shall be subject to the condition (which may be waived by the Owner) that the representations and warranties of the Purchaser in this Agreement shall be true and correct in all material respects at the Closing as if made at and on that date.

9. Assignment; Binding Effect. Neither party may assign its rights or obligations under this Agreement without the written consent of the other party hereto. This Agreement shall be binding upon the parties hereto, their successors and permitted assigns.

The Purchaser acknowledges that the obligations of the Owner hereunder may be performed by First Southern Bancorp, Inc. and First Southern Holdings, LLC together or by either of them, as they may elect.

10. Governing Law; Severability. This Agreement shall be governed by the laws of the Commonwealth of Kentucky. The invalidity of any portion of this Agreement shall not affect the validity of the remaining portions hereof.

11. Counterparts. This instrument may be executed in any number of counterparts and delivered by facsimile transmission, all of which, when taken together shall be deemed to be an original.

12. Time. Time is of the essence in the performance of the obligations of the parties hereunder.

13. Notices. All notices or other communications which are required or permitted hereunder must be in writing and sufficient if delivered by hand, by receipt confirmed facsimile transmission, by registered or certified mail, postage pre-paid, or by pre-paid courier or nationally recognized overnight carrier, delivery expense paid, to the person at the addresses set forth on this signature page of this Agreement (or at such other address as may be provided hereunder). All such notices and other communications will be deemed to have been given, delivered and received (i) in the case of personal delivery, on the date of such delivery, (ii) in the case of delivery by telecopy, on the date of such receipt confirmed delivery, (iii) in the case of delivery by nationally-recognized overnight carrier, on the business day following dispatch, and (iv) in the case of mailing, on the third business day following such mailing.

14. Termination.

A. If the Option is exercised, either party may terminate this Agreement by written notice in the event that the condition to that party’s obligations set out in Section 8 shall not be satisfied.

B. This Agreement will automatically terminate and become null and void if and when UTG engages in a merger, consolidation or other transaction as a result of which the shares of common stock of UTG outstanding immediately prior to such merger, consolidation or other transaction cease to be outstanding.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

“Purchaser” SOFTVEST, LP By: SoftVest Management, L.P., as General Partner
By: DeBeck, LLC, as General Partner By /s/ Eric L. Oliver Title Eric L. Olver, Presdient	Address: 400 Pine Street, Suite 1010 Abilene, Texas 79601

“Owner”:
FIRST SOUTHERN BANCORP, INC. By /s/ Jill Martin Title Secretary	Address: P.O. Box 328 Stanford, KY 40484

FIRST SOUTHERN HOLDINGS, LLC By /s/ Jill Martin Title Secretary	Address: P.O. Box 328 Stanford, KY 40484

EX-99 3 utgsch13da20exhr.htm UTG EXH. SOFTSEARCH utgsch13da20exhr.htm

EXHIBIT 99-R

OPTION AGREEMENT

This OPTION AGREEMENT (“Agreement”) is made and entered into as of August 27, 2009, by and between First Southern Bancorp, Inc. and First Southern Holdings, LLC (individually and collectively, the “Owner”) and Softsearch Investment, LP, a limited partnership organized under the laws of Delaware (the “Purchaser”).

NOW, THEREFORE, in consideration of the premises and other, good and valuable consideration, the parties do hereby agree as follows:

4. Closing. The closing of a purchase of Shares upon exercise of the Option (the “Closing”) shall occur at the offices of the Owner, 99 Lancaster Street, Stanford, Kentucky

6. Representations, Warranties and Covenants of the Owner. The Owner represents, warrants and covenants to the Purchaser as follows:

B. The Owner has the power and authority to enter into this Agreement and to sell and transfer the Shares subject to this Agreement in accordance with the terms hereof.

7. Representations, Warranties and Covenants of the Purchaser. The Purchaser represents, warrants and covenants to the Owner as follows:

F. The Purchaser has the power and authority to enter into this Agreement and to purchase the Shares if and when the Option is exercised.

8. Conditions.

11. Counterparts. This instrument may be executed in any number of counterparts and delivered by facsimile transmission, all of which, when taken together shall be deemed to be an original.

12. Time. Time is of the essence in the performance of the obligations of the parties hereunder.

14. Termination.

A. If the Option is exercised, either party may terminate this Agreement by written notice in the event that the condition to that party’s obligations set out in Section 8 shall not be satisfied.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

“Purchaser” SOFTSEARCH INVESTMENT, LP By: SoftRes, LLC, as General Partner
By /s/ Eric L. Oliver Title Eric L. Olver, Presdient	Address: 400 Pine Street, Suite 1010 Abilene, Texas 79601

“Owner”:
FIRST SOUTHERN BANCORP, INC. By /s/ Jill Martin Title Secretary	Address: P.O. Box 328 Stanford, KY 40484

FIRST SOUTHERN HOLDINGS, LLC By /s/ Jill Martin Title Secretary	Address: P.O. Box 328 Stanford, KY 40484