-----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, HOTEARa79B6Sy6KjFezH/iA/Q3QOoVtnv/nd3so3OEXZ5Mqf1yq8Y/25gBkqbjig 2SCX+5dU6w4l+Z23QxlCGg== 0000940397-99-000008.txt : 19990111 0000940397-99-000008.hdr.sgml : 19990111 ACCESSION NUMBER: 0000940397-99-000008 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990108 GROUP MEMBERS: FIRST SOUTHERN BANCORP, INC. GROUP MEMBERS: FIRST SOUTHERN CAPITAL CORP., LLC GROUP MEMBERS: FIRST SOUTHERN FUNDING INC GROUP MEMBERS: FIRST SOUTHERN FUNDING, LLC GROUP MEMBERS: FIRST SOUTHERN INVESTMENTS, LLC GROUP MEMBERS: JESSE T. CORRELL 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: 99503011 BUSINESS ADDRESS: STREET 1: 5250 SOUTH SIXTH STREET STREET 2: PO BOX 5147 CITY: SPRINGFIELD STATE: IL ZIP: 62703 BUSINESS PHONE: 2173236300 MAIL ADDRESS: STREET 1: PO BOX 5147 STREET 2: 5250 SOUTH SIXTH STREET ROAD CITY: SPRINGFIELD STATE: IL ZIP: 62705 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST SOUTHERN FUNDING INC CENTRAL INDEX KEY: 0001064869 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 99 LANCASTER STREET STREET 2: P O BOX 328 CITY: STANFORD STATE: KY ZIP: 40484 BUSINESS PHONE: 6063653555 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) United Trust, Inc. (Name of Issuer) Common Stock, No Par Value (Title of Class of Securities) 913111209 (CUSIP Number) Jill Martin First Southern Bancorp, Inc. P.O. Box 328, Stanford, KY 40484 (606 365-3555) December 31, 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 which is the subject of this Statement and is filing this Statement because of Rule 13d-1(b)(3) or (4), check the following box [ ] Check the following box if a fee is being paid with this Statement [ X ] CUSIP No. 913111209 13D Page 2 of 20 Pages - ----------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Southern Funding, LLC* - ----------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ----------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------- 4 SOURCE OF FUNDS WC, BK - ----------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)[ ] - ----------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kentucky - ----------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 726,031** SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0** EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 726,031** WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0** - ----------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 726,031* - ----------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ----------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 29.15% - ----------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ----------------------------------------------------------------- * See response to Item 2 ** See response to Item 5 CUSIP No. 913111209 13D Page 3 of 20 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 CUSIP No. 913111209 13D Page 4 of 20 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 CUSIP No. 913111209 13D Page 5 of 20 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 CUSIP No. 913111209 13D Page 6 of 20 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 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. 7 (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. (Gasoline Somerset, KY 42502 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) 8 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, LLC (FSF) (a Kentucky limited liability company) (a) The name of this Reporting Person is First Southern Funding, LLC. First Southern Funding, LLC is the successor by merger to First Southern Funding, Inc. Effective as of December 31, 1998, First Southern Funding, Inc. merged into First Southern Funding, LLC, with First Southern Funding, LLC as the surviving entity in the merger. (b) The state of organization of FSF is Kentucky. (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). 9 (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. Managers, 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, Member 99 Lancaster Street Southern Bancorp, Inc. (Bank of Board of Managers Stanford, KY 40484 holding company) Randall L. Attkisson P.O. Box 328 Vice President, Treasurer and Treasurer, Member of 99 Lancaster Street Director of First Southern Bancorp, Board of Managers Stanford, KY 40484 Inc. (Bank holding company) Jill M. Martin P.O. Box 328 Secretary of First Southern Secretary, Member of 99 Lancaster Street Bancorp, Inc. (Bank Board of Managers 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 Member of Board 150 Railroad Drive Shell, Inc. (Gasoline of Managers Somerset, KY 42502 wholesaler) David S. Downey P.O. Box 295 President and Director of Member of Board 102 West Main Street First Southern National Bank of Managers 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 Member of Board of Stanford, KY 40484 (Bank) Managers 10 John R. Ball P.O. Box 628 CEO and Director of Member of Board 27 Public Square First Southern National Bank of Managers Lancaster, KY 40444 Garrard County (Bank) Gary Dick P.O. Box 489 CEO and Director of Member of Board 216 North Main St. First Southern National Bank of Managers Monticello, KY 42633 Wayne County (Bank) James P. Rousey 3060 Harrodsburg Road CEO and Director of First Southern Member of Board Lexington, KY 40503 National Bank of the Bluegrass of Managers (Bank) - ----------
Mr. Correll also owns approximately 83% of the outstanding membership interests of FSF. All of the members of the Board of Managers, executive officers and controlling persons of FSF are citizens of the United States and during the last five years, none of these individuals (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: 11 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) 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. 12 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, LLC $ 9,113,375.78 First Southern Capital Corp., LLC $ 2,339,995.00 First Southern Investments, LLC $ 283,000.00 ----------------- Total $ 13,114,293.03 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 $7,228,800 and FSB borrowed $495,775 in making the purchases. ITEM 4. PURPOSE OF TRANSACTION Not amended. 13 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, LLC 726,031 shares 29.15% First Southern Capital Corp., LLC 183,033 shares 7.35% First Southern Investments, LLC 22,135 shares 0.89% ---------------- -------- Total 1,054,440 shares 42.34% - ---------- 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 membership interests 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 and First Southern Funding, 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, LLC 726,031 shares First Southern Capital Corp., LLC 183,033 shares First Southern Investments, LLC 22,135 shares Total 1,054,440 shares - ---------- See Note 1 in the response to Item 5(a) above. 14 (c) The following transactions of the Common Stock of the Issuer were effected since the most recent filing of Schedule 13D by the Reporting Persons:
Transaction 1: (1) Identity of the person who effected the transaction: First Southern Funding, LLC. (2) The date of the transaction: December 11, 1998. (3) The amount of securities involved: 1,300 shares. (4) The price per share or unit: $7.88 per share (including brokerage commissions). (5) Where and how the transaction was effected: By the Reporting Person's broker, J.J.B. Hilliard, W.L. Lyons, Inc. Transaction 2: (1) Identity of person who effected the transaction: First Southern Funding, LLC. (2) The date of the Transaction: December 16, 1998. (3) The amount of securities involved: 15,000 shares. (4) The price per share or unit: $8.05 per share (including brokerage commissions). (5) Where and how the transaction was effected: By the Reporting Person's broker, Investment Management & Research, Inc. Transaction 3: (1) Identity of the person who effected the transaction: First Southern Funding, LLC. (2) The date of the transaction: December 17, 1998. (3) The amount of securities involved: 275 shares. (4) The price per share or unit: $8.06 per share (including brokerage commissions). (5) Where and how the transaction was effected: By the Reporting Person's broker, Investment Management & Research, Inc. Transaction 4: (1) Identity of the person who effected the transaction: First Southern Funding, LLC. (2) The date of the transaction: December 29, 1998. (3) The amount of securities involved: 2,700 shares. (4) The price per share or unit: $8.50 per share (including brokerage commissions). (5) Where and how the transaction was effected: By the Reporting Person's broker, J.J.B. Hilliard, W.L. Lyons, Inc. ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Not amended.
15 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 January 5, 1999 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 (previously filed) Exhibit F - Members of First Southern Investments, LLC (previously filed) 16 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. January 5, 1999 By: /S/ JESSE T. CORRELL Jesse T. Correll Attorney-in-Fact on behalf of each of the Reporting Persons* * Pursuant to the Agreement among Reporting Persons dated January 5, 1999, 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. 17 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION A* Acquisition Agreement between FSF and UTI dated April 30, 1998, as amended May 29, 1998, including the following exhibits thereto: Stock Purchase Agreement between FSF and Larry E. Ryherd dated April 30, 1998; Convertible Note Purchase Agreement between FSF and James E. Melville, George E. Francis, Brad M. Wilson, Joseph H. Metzger, Theodore C. Miller, Michael K. Borden and Patricia G. Fowler dated April 30, 1998; and Option Agreement between FSF and UTI dated April 30, 1998 B Agreement among Reporting Persons dated January 5, 1999 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 18 EX-99.A 2 EXHIBIT B AGREEMENT THIS AGREEMENT is made and entered into by and between Jesse T. Correll, First Southern Bancorp, Inc., First Southern Funding, LLC, First Southern Capital Corp., LLC and First Southern Investments, LLC (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 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, LLC, 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, LLC, 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, LLC, 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. 19 6. Jesse T. Correll, First Southern Bancorp, Inc., First Southern Funding, LLC, First Southern Capital Corp., LLC and First Southern Investments, LCC each acknowledge and agree that Jesse T. Correll shall be authorized as attorney-in-fact to sign, on behalf of each party to this Agreement, any Schedule 13D or amendments thereto that are required to be filed on behalf of the parties thereto. 7. This Agreement supercedes the Agreement, dated November 20, 1998, among the parties hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 5th day of January, 1999. FIRST SOUTHERN BANCORP, INC. By:/S/ JESSE T. CORRELL Jesse T. Correll, President FIRST SOUTHERN FUNDING, LLC By:/S/ JESSE T. CORRELL Jesse T. Correll, Manager FIRST SOUTHERN CAPITAL CORP., LLC By: /S/ JESSE T. CORRELL Jesse T. Correll, Manager FIRST SOUTHERN INVESTMENTS, LLC By:/S/ JESSE T. CORRELL Randall Attkisson, President /S/ JESSE T. CORRELL Jesse T. Correll, individually 20 -----END PRIVACY-ENHANCED MESSAGE-----