-----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, DHpdTFt/uSEU4P545It4sKH0pG9epwNMcbpoaKG/IZazP3GnWyd5VA54wgmcBfWd fdxMyK3zzPFcHqbxYlcFSw== 0000940397-99-000093.txt : 19990730 0000940397-99-000093.hdr.sgml : 19990730 ACCESSION NUMBER: 0000940397-99-000093 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990729 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 INVESTMENT, 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: 99673218 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 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4) UNITED TRUST GROUP, INC. (FORMERLY, 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) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 26, 1999 (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 [ ] Page 1 of 22 2 CUSIP No. 913111209 13D Page 2 of 22 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 765,330* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0* EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 765,330* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0* - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 765,330* - ------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 23.1% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- * See response to Item 5 Page 2 of 22 3 CUSIP No. 913111209 13D Page 3 of 22 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 125,825* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0* EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 125,825* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0* - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 125,825* - ------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 3.8% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC - ------------------------------------------------------------------------------- * See response to Item 5 Page 3 of 22 4 CUSIP No. 913111209 13D Page 4 of 22 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) [X] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 See response to Item 5 - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN Page 4 of 22 5 CUSIP No. 913111209 13D Page 5 of 22 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) [X] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.5% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- * See response to Item 5 Page 5 of 22 6 CUSIP No. 913111209 13D Page 6 of 22 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 23,135* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0* EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 23,135* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0* - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,135* - ------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.7% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- * See response to Item 5 Page 6 of 22 7 Explanatory Note With this amendment, the reporting persons are updating information in Items 2, 3 and 5 to update disclosures in Item 2 (including Exhibit F) and to reflect the merger of United Income, Inc. into United Trust, Inc. and recent transactions in shares of common stock of United Trust, Inc. ITEM 1. SECURITY AND ISSUER Class of equity security: Common Stock, No Par Value ("Common Stock") Name of the Issuer: United Trust Group, Inc. (formerly named United Trust Inc.) ("UTI") Address of principal executive offices of the Issuer: 5250 South Sixth Street, P.O. Box 5147, Springfield, Illinois 62705 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. Page 7 of 22 8 (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. (d) During the last five years, FSBI has not been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, FSBI was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which FSBI was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Directors, Executive Officers and Controlling Persons of FSBI: Present Principal NAME BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT Jesse T. Correll P.O. Box 328 President and Director 99 Lancaster Street of First Southern Stanford, KY 40484 Bancorp, Inc. (Bank holding company) Randall L. Attkisson P.O. Box 328 Vice President, Treasurer 99 Lancaster Street and Director of First Stanford, KY 40484 Southern Bancorp, Inc. (Bank holding company) Jill M. Martin P.O. Box 328 Secretary of First Southern 99 Lancaster Street Bancorp, Inc. (Bank Stanford, KY 40484 holding company) Ward F. Correll P.O. Box 129 Owner, Cumberland Lake 150 Railroad Drive Shell, Inc. Somerset, KY 42502 (Gasoline wholesaler) Page 8 of 22 9 David S. Downey P.O. Box 295 Regional CEO and Director 102 West Main Street of 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 Regional CEO and Director 27 Public Square of First Southern National Lancaster, KY 40444 Bank (Bank) Gary Dick P.O. Box 489 Community CEO and 216 North Main St. Director of First Southern Monticello, KY 42633 National (Bank) James P. Rousey 3060 Harrodsburg Regional CEO and Director Lexington, KY 40503 of First Southern National Bank (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) 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. Page 9 of 22 10 (c) The principal business of FSF is an investment company. The address of the principal office of FSF is P. O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484. (d) During the last five years, FSF has not been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, FSF was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which FSBI was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Managers, Executive Officers and Controlling Person of FSF: Name and Offices Present Principal HELD WITH FSF BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT Jesse T. Correll P.O. Box 328 President and Director of First President, Director 99 Lancaster Street Southern Bancorp, Inc. (Bank Stanford, KY 40484 holding company) Randall L. Attkisson P. O. Box 328 Vice President, Treasurer and Treasurer, Manager 99 Lancaster Street Director of First Southern Stanford, KY 40484 Bancorp, Inc. (Bank holding company) Jill M. Martin P. O. Box 328 Secretary of First Southern Secretary, Manager 99 Lancaster Street Bancorp, Inc. (Bank holding Stanford, KY 40484 company) Christopher Coldiron P. O. Box 328 Loan Officer and Vice President Vice President 99 Lancaster Street of First Southern National Stanford, KY 40484 Bank (Bank) Ward F. Correll P. O. Box 129 Owner, Cumberland Lake Shell, Manager 150 Railroad Drive Inc. (Gasoline wholesaler) Somerset, KY 42502 David S. Downey P. O. Box 295 Regional CEO and Director of Manager 102 West Main Street First Southern National Bank Stanford, KY 40484 (Bank) Page 10 of 22 11 Douglas P. Ditto P. O. Box 328 Senior Vice President of First Vice President, Manager 99 Lancaster Street Southern National Bank (Bank) Stanford, KY 40484 John R. Ball P. O. Box 628 Regional CEO and Director of Manager 27 Public Square First Southern National Bank Lancaster, KY 40444 (Bank) Gary Dick P. O. Box 489 Community CEO and Director of Manager 216 North Main Street First Southern National Bank Monticello, KY 42633 (Bank) James P. Rousey 3060 Harrodsburg Regional CEO and Director of Manager Lexington, KY 40356 First Southern National Bank (Bank) Mr. Correll also owns approximately 82% of the outstanding membership interests of FSF. Each of the above individuals is a citizen of the United States and during the last five years, such individual (i) has not 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 Page 11 of 22 12 of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Managers and Controlling Persons of FSC: Name and Offices Present Principal HELD WITH FSF 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. Page 12 of 22 13 Executive Officer of FSI: Name and Offices Present Principal Occupation or HELD WITH FSC BUSINESS ADDRESS 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 $ 9,467,564.28 First Southern Capital Corp., LLC $ 2,339,995.00 First Southern Investments, LLC $ 291,000.00 Total $ 13,476,481.53 Funds used by First Southern Bancorp, Inc. to purchase Convertible Notes (including accrued interest) $ 3,108,050.45 Funds used by First Southern Bancorp, Inc. to purchase shares of United Income, Inc., ("UII") which were converted into shares of Common Stock in the merger of UII into UTI $ 38,760.00 Aggregate amount $ 16,623,291.98 Page 13 of 22 14 The total amount used by First Southern Bancorp, Inc. to purchase shares of Common Stock, Convertible Notes and shares of common stock of UII which were converted into Common Stock was $4,524,732.70. 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 $7,515,209.75 and FSB borrowed $1,820,775.00 in making the purchases. 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: REPORTING PERSON NUMBER OF SHARES PERCENT First Southern Bancorp, Inc 125,825 shares 3.80% First Southern Funding, LLC 765,330 shares 23.14% First Southern Capital Corp., LLC 183,033 shares 5.53% First Southern Investments, LLC 23,135 SHARES 0.70% Total 1,097,323 shares 33.17% The percentage of outstanding shares is based on 3,308,095 shares of Common Stock outstanding, which number reflects the issuance by UTI of 824,859 shares of Common Stock in the merger of UII into UTI, consistent with the disclosures contained in the Proxy Statement/Prospectus of UTI dated June 14, 1999, and assuming dissenters' rights are exercised with respect to 1,294 shares. That merger was effective July 26, 1999. 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 82% of the outstanding membership interests of FSF; he owns directly approximately 23% and companies he controls owns approximately 36% of the outstanding voting stock of FSB. In addition, he is a manager of First Southern Capital Corp., LLC and First Southern Funding, LLC. Page 14 of 22 15 The above amounts do not include additional shares of Common Stock that may be acquired upon exercise of Convertible Notes of UTI currently held by FSBI and under the Option Agreement described in Item 4 and incorporated herein by reference: Convertible Notes 204,800 shares Option Agreement 1,450,000 shares (subject to adjustment) Beneficial ownership of up to 51% of the outstanding Common Stock can be acquired under the Option Agreement. Beneficial ownership of these shares is disclaimed at this time. (c) At special meetings held on July 26, 1999, the stockholders of UII and UTI approved the merger of UII into UTI, pursuant to which each outstanding share of common stock of UII was converted into one share of Common Stock. The merger was consummated on July 26, 1999. At the time of the merger, FSBI owned 2,584 shares of common stock of UII, which it had purchased in January 1999 at an aggregate cost of $38,760. By virtue of the merger, the 2,584 shares of common stock of UII owned by FSBI were converted, by operation of law, into 2,584 shares of Common Stock. In addition, 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: April 1, 1999 (3) The amount of securities involved: 2,000 shares (4) The price per share or unit: $7.81 per share (excluding 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 the person who effected the transaction: First Southern Funding, LLC (2) The date of the transaction: April 6, 1999 (3) The amount of securities involved: 1,000 shares (4) The price per share or unit: $15.00 per share (5) Where and how the transaction was effected: In a private transaction. Transaction 3: (1) Identity of the person who effected the transaction: First Southern Funding, LLC (2) The date of the transaction: April 9, 1999 (3) The amount of securities involved: 1,060 shares (4) The price per share or unit: $7.81 per share (excluding brokerage commissions) Page 15 of 22 16 (5) Where and how the transaction was effected: By the Reporting Person's broker, J.J.B. Hilliard, W.L. Lyons, Inc. Transaction 4: (1) Identity of the person who effected the transaction: First Southern Funding, LLC (2) The date of the transaction: April 16, 1999 (3) The amount of securities involved: 2,700 shares (4) The price per share or unit: $7.81 per share (excluding 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 5: (1) Identity of the person who effected the transaction: First Southern Funding, LLC (2) The date of the transaction: May 5, 1999 (3) The amount of securities involved: 10,344 shares (4) The price per share or unit: $10.26 per share (5) Where and how the transaction was effected: In a private transaction. Transaction 6: (1) Identity of the person who effected the transaction: First Southern Funding, LLC (2) The date of the transaction: May 5, 1999 (3) The amount of securities involved: 778 shares (4) The price per share or unit: $8.00 per share (5) Where and how the transaction was effected: By the Reporting Person's broker, J.J.B. Hilliard, W.L. Lyons, Inc. Transaction 7: (1) Identity of the person who effected the transaction: First Southern Funding, LLC (2) The date of the transaction: May 27, 1999 (3) The amount of securities involved: 3,280 shares (4) The price per share or unit: $8.38 per share (excluding broker's commission) (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. Page 16 of 22 17 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) (previously filed) 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 Page 17 of 22 18 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. July 27, 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. Page 18 of 22 19 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 Page 19 of 22 EX-99.A 2 MEMBERS OF FIRST SOUTHERN INVESTMENTS, L.L.C. 20 EXHIBIT F MEMBERS OF FIRST SOUTHERN INVESTMENTS, L.L.C. PRESENT PRINCIPAL OCCUPATION OR NAME BUSINESS ADDRESS EMPLOYMENT John Ball P. O. Box 628 Regional CEO & Director, 27 Public Square First Southern National Bank Lancaster, KY 40444 (Bank) Kathy Ball 3050 Rio Dosa Drive Registered Nurse, Charter Ridge Lexington, KY 40509 Behavioral Health System (Health Care Facility) William R. Clark P. O. Box 628 Senior Vice President, First 27 Public Square Southern National Bank Lancaster, KY 40444 (Bank) McKinley Dailey P. O. Box 628 Loan Officer, First Southern 27 Public Square National Bank Lancaster, KY 40444 (Bank) Kim Dailey 937 Moberly Road Teacher, Mercer County High Harrodsburg, KY 40330 School (Public School) Tommy J. Davis P.O. Box 27 Vice President, First Southern Main Street National Bank (Bank) Hustonville, KY 40437 Joseph E. Hafley P. O. Box 328 Chief Lending Officer, First 99 Lancaster Street Southern Bancorp, Inc. (Bank Stanford, KY 40484 Holding Company) J. Paul Long, Jr. P. O. Box 295 Community CEO, First 102 West Main Street Southern National Bank (Bank) Stanford, KY 40484 Jill Martin P. O. Box 328 Secretary, First Southern 99 Lancaster Street Bancorp, Inc. (Bank Holding Stanford, KY 40484 Company) Page 20 of 22 21 G. Louis Mason II P. O. Box 328 Technology Manager, First 99 Lancaster Street Southern Bancorp, Inc. (Bank Stanford, KY 40484 Holding Company) Scott Morris P. O. Box 328 Accountant, First Southern 99 Lancaster Street Bancorp, Inc. (Bank Holding Stanford, KY 40484 Company) James P. Rousey 3060 Harrodsburg Regional CEO & Director, First Lexington, KY 40503 Southern National Bank (Bank) John R. Swaim P.O. Box 430 City CEO, First Southern 204 Fairfield Drive National Bank Nicholasville, KY 40356 (Bank) Becky Taylor 3060 Harrodsburg Road Vice President, First Southern Lexington, KY 40503 National Bank (Bank) Becky Taylor Custodian for Matt 3060 Harrodsburg Road Vice President, First Southern Taylor Lexington, KY 40503 National Bank (Bank) Everett H. Taylor 1490 New Circle Road, NE Asst. Volvo Service Manager, Lexington, KY 40509 Quantrell Cadillac (Car Dealership) Michael Taylor P. O. Box 328 Loan Officer, First Southern 99 Lancaster Street National Bank (Bank) Stanford, KY 40484 Margaret Taylor 80 Lakeview Road Homemaker Stanford, KY 40484 Robert M. Turok 3060 Harrodsburg Road Executive Vice President, First Lexington, KY 40503 Southern National Bank (Bank) Dennis Vaught P. O. Box 69 Senior Vice President, Main Street First Southern National Bank Paint Lick, KY 40461 (Bank) Page 21 of 22 22 Barbara Young P. O. Box 295 Executive Vice President, First 102 West Main Street Southern National Bank (Bank) Stanford, KY 40484 Page 22 of 22 -----END PRIVACY-ENHANCED MESSAGE-----