-----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, FqSxgyEOVKlan7Ok3e1AeSQXxEIqW7kF47+Heu+219gO05TFMQOXp1aLuNRgzOcc lmCLo7Zo5v+wtmTBKATz+w== 0000832480-98-000035.txt : 19981012 0000832480-98-000035.hdr.sgml : 19981012 ACCESSION NUMBER: 0000832480-98-000035 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19981009 SROS: NASD FILER: 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: 10-Q/A SEC ACT: SEC FILE NUMBER: 000-16867 FILM NUMBER: 98723292 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 10-Q/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-16867 UNITED TRUST, INC. (Exact name of registrant as specified in its charter) ILLINOIS 37-1172848 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5250 SOUTH SIXTH STREET P.O. BOX 5147 SPRINGFIELD, IL 62705 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (217) 241-6300 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] The number of shares outstanding of the registrant's common stock as of July 31, 1998 was 1,627,200. 1 UNITED TRUST, INC, FORM 10-Q/A INDEX PART I - FINANCIAL INFORMATION 3 ITEM 1. FINANCIAL STATEMENTS 3 CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 1998 3 AMEND TO INCLUDE WEIGHTED AVERAGE SHARES OUTSTANDING. 3 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3 AMEND NOTE 9. PENDING CHANGE IN CONTROL OF UNITED TRUST, INC. 3 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 3 AMEND TO REPLACE IN ITS ENTIRETY ALL TEXT CONTAINED UNDER THE SUB CAPTION "PENDING CHANGE IN CONTROL OF UNITED TRUST, INC." 4 PART II - OTHER INFORMATION 4 ITEM 5. OTHER INFORMATION 4 AMEND TO REPLACE IN ITS ENTIRETY ALL TEXT CONTAINED UNDER THE SUB CAPTION "PENDING CHANGE IN CONTROL OF UNITED TRUST, INC." 4 SIGNATURES 5 EXHIBIT 27 - FINANCIAL DATA SCHEDULE 6 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 1998 AMEND TO INCLUDE WEIGHTED AVERAGE SHARES OUTSTANDING. Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 1998 1997 1998 1997 Basic Weighted Average Shares Outstanding 1,627,200 1,869,940 1,627,870 1,870,016 Diluted Weighted Average Shares Outstanding 1,833,562 1,871,502 1,834,232 1,871,578
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AMEND NOTE 9. PENDING CHANGE IN CONTROL OF UNITED TRUST, INC. On April 30, 1998, UTI and First Southern Funding, a Kentucky corporation ("FSF"), signed a Definitive Agreement ("the FSF Agreement") whereby FSF will make an equity investment in UTI. Mr. Jesse T. Correll who signed the initial letter of intent with UTI dated February 19, 1998, is the majority shareholder of FSF. Under the terms of the FSF Agreement, FSF will buy 473,523 authorized but unissued shares of UTI common stock for $15.00 a share and will also buy 389,715 shares of UTI common stock that UTI purchased during the last year in private transactions at the average price UTI paid for such stock, plus interest, or approximately $10.00 per share. FSF will also purchase 66,667 shares of UTI common stock and $2,560,000 of face amount convertible bonds which are due and payable on any change in control of UTI, in private transactions, primarily from officers of UTI. In addition, FSF will be granted a three-year option to purchase up to 1,450,000 shares of UTI common stock for $15.00 per share. Management of UTI intends to use the equity that is being contributed to expand their operations through the acquisition of other life insurance companies. The transaction is subject to the receipt of regulatory and other approvals; and the satisfaction of certain conditions. The transaction is not expected to be completed during the third quarter 1998, and there can be no assurance that the transaction will be completed. The pending change in control of UTI is not contingent upon the merger of UTI and UII. FSF is an affiliate of First Southern Bancorp, Inc., a bank holding company that owns five banks that operate out of 14 locations in central Kentucky. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 3 AMEND TO REPLACE IN ITS ENTIRETY ALL TEXT CONTAINED UNDER THE SUB CAPTION "Pending Change in control of United Trust, Inc." Pending Change in Control of United Trust Inc. On April 30, 1998, UTI and First Southern Funding, a Kentucky corporation ("FSF"), signed a Definitive Agreement ("the FSF Agreement") whereby FSF will make an equity investment in UTI. Mr. Jesse T. Correll who signed the initial letter of intent with UTI dated February 19, 1998, is the majority shareholder of FSF. Under the terms of the FSF Agreement, FSF will buy 473,523 authorized but unissued shares of UTI common stock for $15.00 a share and will also buy 389,715 shares of UTI common stock that UTI purchased during the last year in private transactions at the average price UTI paid for such stock, plus interest, or approximately $10.00 per share. FSF will also purchase 66,667 shares of UTI common stock and $2,560,000 of face amount convertible bonds which are due and payable on any change in control of UTI, in private transactions, primarily from officers of UTI. In addition, FSF will be granted a three-year option to purchase up to 1,450,000 shares of UTI common stock for $15.00 per share. Management of UTI intends to use the equity that is being contributed to expand their operations through the acquisition of other life insurance companies. The transaction is subject to the receipt of regulatory and other approvals; and the satisfaction of certain conditions. The transaction is not expected to be completed during the third quarter 1998, and there can be no assurance that the transaction will be completed. The pending change in control of UTI is not contingent upon the merger of UTI and UII. FSF is an affiliate of First Southern Bancorp, Inc., a bank holding company that owns five banks that operate out of 14 locations in central Kentucky. PART II - OTHER INFORMATION ITEM 5. OTHER INFORMATION AMEND TO REPLACE IN ITS ENTIRETY ALL TEXT CONTAINED UNDER THE SUB CAPTION "Pending Change in control of United Trust, Inc." Pending Change in Control of United Trust Inc. On April 30, 1998, UTI and First Southern Funding, a Kentucky corporation ("FSF"), signed a Definitive Agreement ("the FSF Agreement") whereby FSF will make an equity investment in UTI. Mr. Jesse T. Correll who signed the initial letter of intent with UTI dated February 19, 1998, is the majority shareholder of FSF. Under the terms of the FSF Agreement, FSF will buy 473,523 authorized but unissued shares of UTI common stock for $15.00 a share and will also buy 389,715 shares of UTI common stock that UTI purchased during the last year in private transactions at the average price UTI paid for such stock, plus interest, or approximately $10.00 per share. FSF will also purchase 66,667 shares of UTI common stock and $2,560,000 of face amount convertible bonds which are due and payable on any change in control of UTI, in private transactions, primarily from officers of UTI. In addition, FSF will be granted a three-year option to purchase up to 1,450,000 shares of UTI common stock for $15.00 per share. Management of UTI intends to use the equity that is being contributed to expand their operations through the acquisition of other life insurance companies. The transaction is subject to the receipt of regulatory and other approvals; and the satisfaction of certain conditions. The transaction is not expected to be completed during the third quarter 1998, and there can be no assurance that the transaction will be completed. The pending change in control of UTI is not contingent upon the merger of UTI and UII. FSF is an affiliate of First Southern Bancorp, Inc., a bank holding company that owns five banks that operate out of 14 locations in central Kentucky. 4 SIGNATURES The undersigned registrant hereby amends the following items, financial statements, exhibits, or other portions of its June 30, 1998 filing of Form 10-Q as set forth on the index page: Each amendment as shown on the index page is amended to replace the existing item, statement or exhibit reflected in the June 30, 1998 Form 10-Q filing. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant duly caused this amendment to be signed on its behalf by the undersigned , thereunto duly authorized. UNITED TRUST, INC. (Registrant) Date: October 9, 1998 By /s/ James E. Melville James E. Melville President, Chief Operating Officer and Director Date: October 9, 1998 By /s/ Theodore C. Miller Theodore C. Miller Senior Vice President and Chief Financial Officer 5 EXHIBIT 27 - FINANCIAL DATA SCHEDULE EX-27 2
7 6-MOS 6-MOS DEC-31-1998 DEC-31-1997 JUN-30-1998 JUN-30-1997 1,580,941 1,668,630 178,137,161 180,970,333 182,281,827 184,782,568 2,405,955 3,001,744 9,670,902 9,469,444 11,153,436 11,485,276 217,656,349 222,601,494 22,831,099 16,105,933 41,017,753 41,343,184 50,365,578 52,123,608 348,798,922 349,299,824 0 0 0 0 249,353,796 248,805,695 19,097,239 19,432,192 20,614,220 21,460,223 0 0 0 0 32,545 32,696 15,265,673 15,323,922 348,798,922 349,299,824 14,342,560 15,735,168 7,513,412 7,670,356 (402,404) (28,579) 330,257 460,579 13,114,500 14,579,714 3,040,679 2,776,610 5,45,547 6,191,219 183,099 289,981 121,012 (127,207) 343,145 148,838 0 0 0 0 0 0 343,145 148,838 .21 .08 .23 .08 0 0 0 0 0 0 0 0 0 0 0 0 0 0
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