SC 13D/A 1 utgsch13da32014.htm UTG, INC. SCHEDULE 13D/A MARCH 28, 2014 utgsch13da32014.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 24)
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)
March 28, 2014
(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 2 of 11 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
1,201,876*
(8) Shared Voting Power
0*
(9) Sole Dispositive Power
1,201,876*
(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 13D                               Page 3 of 11 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 13D                               Page 4 of 11 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
204,909 *
(8) Shared Voting Power
See response to Item 5
(9) Sole Dispositive Power
204,909 *
(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 13D                               Page 5 of 11 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
105,375*
(8) Shared Voting Power
See response to Item 5
(9) Sole Dispositive Power
105,375 *
(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 13D                               Page 6 of 11 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
11,870*
(8) Shared Voting Power
See response to Item 5
(9) Sole Dispositive Power
11,870*
(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 13D                               Page 7 of 11 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 13D                               Page 8 of 11 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 Item 5 to update information about the reporting persons and their ownership of shares of UTG, Inc. ("UTI").
Item 5 is hereby amended to read as follows:
Item 5. Interest In Securities Of The Issuer
(a-b) The beneficial ownership of the Common Stock by each Reporting Person is as follows. Each Reporting Person has sole voting and dispositive power over the shares listed opposite the Reporting Person's name, except as noted:
Reporting Person
  
Number of
Shares 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)
  
105,375 (2.79%)
1,394,766 (36.99%)
341,997 (9.07%)
1,201,876 (31.87%)
269,371 (7.14%)
72,750 (1.93%)
257,501 (6.83%)
Total(3)(5)
  
2,123,528 (56.32%)

 
(1) The percentage of outstanding shares is based on 3,770,621 shares of Common Stock outstanding as of February 28, 2014.
 
(2) The share ownership of Mr. Correll includes 32,625 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.
 
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 76.52% of the outstanding membership interests of FSF; he owns directly approximately 37.51%, he has immediately exercisable options to purchase approximately 20.03%, companies he controls own approximately 10.94%, and he has the power to vote and an option to purchase but does not own approximately 1.66%, 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 1,748,782 shares.
 
(3) The share ownership of FSBI consists of 204,909 shares of Common Stock held by FSBI directly and 1,201,876 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.
 
 

 
Page 9 of 11
 

 
 
 
(4) The share ownership of Ward F. Correll includes 11,870 shares of Common Stock owned by him individually. The share ownership of Mr. Correll also includes the shares of Common Stock held by Cumberland Lake Shell, Inc., all of the outstanding voting shares of which are owned by Ward F. Correll. 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. In addition, because of their relationships with these Reporting Persons, Ward F. Correll, Cumberland Lake Shell, Inc. and WCorrell, Limited Partnership may also be deemed to be members of this group. Therefore, for purposes of this Schedule 13D, each may be deemed to have acquired beneficial ownership of the equity securities of UTI beneficially owned by each of the other Reporting Persons.
 
(c) On March 28, 2014, FSBI repurchased from Jesse T. Correll 130,515 shares of FSBI Common Stock (3.81% of those outstanding) at a price of $38.31 per FSBI share.
(d) Not amended.
(e) Not applicable.
 
Page 10 of 11
 
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: April 4, 2014
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 August 28, 2012, 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 11 of 11