-----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, PIz0NmdSOw2KRAvhTBZTkC00XpEYse9rI84Vu64ErJjMu3qT95XRJxds5inVtDyH tUY50EuLAPzXN48NwSbiRw== /in/edgar/work/20000811/0000940397-00-000036/0000940397-00-000036.txt : 20000921 0000940397-00-000036.hdr.sgml : 20000921 ACCESSION NUMBER: 0000940397-00-000036 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000811 GROUP MEMBERS: CUMBERLAND LAKE SHELL, INC. GROUP MEMBERS: DYSCIM HOLDING CO., INC. 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 GROUP MEMBERS: WARD F. CORRELL GROUP MEMBERS: WCORRELL, LIMITED PARTNERSHIP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED TRUST INC /IL/ CENTRAL INDEX KEY: 0000832480 STANDARD INDUSTRIAL CLASSIFICATION: [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: 692920 BUSINESS ADDRESS: STREET 1: 9506 NORTH NEWPORT HIGHWAY CITY: SPOKANE STATE: WA ZIP: 99218-1200 BUSINESS PHONE: 2173236300 MAIL ADDRESS: STREET 1: 9506 NORTH NEW PORT HIGHWAY CITY: SPOKANE STATE: WA ZIP: 99218-1200 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 0001.txt 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 9) 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) July 31, 2000 (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 30 2 CUSIP No. 913111209 13D Page 2 of 30 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 1,130,747* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0* EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 1,130,747* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,130,747* - -------------------------------------------------------------------------------- 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 27.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * See response to Item 5 3 CUSIP No. 913111209 13D Page 3 of 30 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 335,625* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0* EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 335,625* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 335,625* - -------------------------------------------------------------------------------- 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 8.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC - -------------------------------------------------------------------------------- * See response to Item 5 4 CUSIP No. 913111209 13D Page 4 of 30 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, OO - -------------------------------------------------------------------------------- 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 185,454* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY See response to Item 5 EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 185,454* 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 5 CUSIP No. 913111209 13D Page 5 of 30 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 4.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * See response to Item 5 6 CUSIP No. 913111209 13D Page 6 of 30 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 0.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * See response to Item 5 7 CUSIP No. 913111209 13D Page 7 of 30 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ward F. 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 Kentucky - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 8 CUSIP No. 913111209 13D Page 8 of 30 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WCorrell, Limited Partnership - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 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 72,750* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY * EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 72,750* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER * - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 72,750* - -------------------------------------------------------------------------------- 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 1.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- * See response to Item 5 9 CUSIP No. 913111209 13D Page 9 of 30 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cumberland Lake Shell, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 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 98,523* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY * EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 98,523* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER * - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 98,523* - -------------------------------------------------------------------------------- 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 2.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * See response to Item 5 10 CUSIP No. 913111209 13D Page 10 of 30 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dyscim Holding Co., Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO, 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 Kentucky - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 150,545* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY * EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 150,545* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER * - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 150,545* - -------------------------------------------------------------------------------- 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 3.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * See response to Item 5 11 Explanatory Note With this amendment, the reporting persons are updating the disclosures in the text of Items 2, 3, 4, 5 and 7 and Exhibit F (relating to Item 2) of this Report to reflect recent purchases of common stock of United Trust Group, Inc. ("UTI"), First Southern Bancorp, Inc.'s conversion of the convertible note it holds, a change in the members of First Southern Investments, LLC and an amendment to the Acquisition Agreement filed as an Exhibit to this Report. ITEM 1. SECURITY AND ISSUER Not amended. ITEM 2. IDENTITY AND BACKGROUND The persons reporting on this Schedule 13D are Jesse T. Correll, First Southern Bancorp, Inc., First Southern Funding, LLC, First Southern Capital Corp., LLC and First Southern Investments, LLC, Ward F. Correll, WCorrell, Limited Partnership, Cumberland Lake Shell, Inc. and Dyscim Holding Co., Inc. (individually, each is referred to as a Reporting Person and collectively, the Reporting Persons). 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 Mr. Correll 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. 11 of 30 12 (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 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. A list of the directors, executive officers and controlling persons of FSBI, including information about their principal business address and principal occupation, is filed in Exhibit F and incorporated herein by reference. All of the directors, executive officers and controlling persons of FSBI are citizens of the United States and during the last five years, none of these directors or executive officers or controlling shareholders (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. 12 of 30 13 (c) The principal business of FSF is investments. The address of the principal office of FSF is P.O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484. (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 FSF 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. A list of the managers, executive officers and controlling persons of FSF, including information about their principal business addresses and principal occupations, is filed in Exhibit F and incorporated herein by reference. Each of the managers, executive officers and controlling persons of FSF 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 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: 13 of 30 14 A list of the managers of FSC, including information about their principal business address and principal occupation, is filed in Exhibit F and incorporated herein by reference. The managers of FSC 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 FSI 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. Executive Officer of FSI: Name and Offices Present Principal Occupation or HELD WITH FSI BUSINESS ADDRESS EMPLOYMENT Randall L. Attkisson P.O. Box 328 Vice President, Treasurer President 99 Lancaster Street and Director of First Stanford, KY 40484 Southern 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. 14 of 30 15 Mr. Attkisson and the members of FSI identified on Exhibit F (other than Dyscim Holding Co., Inc., which is identified separately in this Item as a Reporting Person) 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. WARD F. CORRELL (a) The name of this Reporting Person is Ward F. Correll. (b) The business address of Ward F. Correll is P.O. Box 430, 150 Railroad Drive, Somerset, KY 42502. (c) Ward F. Correll's present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is carried on are: Controlling shareholder, Cumberland Lake Shell, Inc. (gasoline wholesaler), P.O. Box 430, 150 Railroad Drive, Somerset, KY 42502. (d) During the last five years, Ward F. Correll has not been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Ward F. Correll was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Ward F. Correll 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) Ward F. Correll is a citizen of the United States. WCORRELL, LIMITED PARTNERSHIP (a Kentucky limited partnership) (a) The name of this Reporting Person is WCorrell, Limited Partnership. (b) The state of its organization is Kentucky. (c) WCorrell, Limited Partnership's principal business is investments, and its principal office address is P.O. Box 430, 150 Railroad Drive, Somerset, KY 42502. 15 of 30 16 (d) During the last five years, WCorrell, Limited Partnership has not been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, WCorrell, Limited Partnership was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which CLS 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. A list of the general partners of WCorrell, Limited Partnership, including information about their principal business address and principal occupation, is filed in Exhibit F and incorporated herein by reference. All of the general partners of WCorrell, Limited Partnership are citizens of the United States and during the last five years, none of these general partners (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. CUMBERLAND LAKE SHELL, INC. (CLS) (a Kentucky corporation) (a) The name of this Reporting Person is Cumberland Lake Shell, Inc. (b) The state of organization of CLS is Kentucky. (c) The principal business of CLS is a gasoline wholesaler. The address of the principal office of CLS is P.O. Box 430, 150 Railroad Drive, Somerset, KY 42502. (d) During the last five years, CLS has not been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, CLS was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which CLS 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. A list of the directors, executive officers and controlling persons of CLS, including information about their principal business address and principal occupation, is filed in Exhibit F and incorporated herein by reference. 16 of 30 17 All of the directors, executive officers and controlling persons of CLS are citizens of the United States and during the last five years, none of these directors or executive officers or controlling shareholders (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. DYSCIM HOLDING CO., INC. (a Kentucky corporation) (a) The name of this Reporting Person is Dyscim Holding Co., Inc. (b) The state of organization of Dyscim Holding Co., Inc. is Kentucky. (c) The principal business of Dyscim Holding Co., Inc. is investment activities and the address of its principal office is P. O. Box 328, 99 Lancaster Street, Stanford, KY 40484. (d) During the last five years, Dyscim Holding Co., Inc. has not been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Dyscim Holding Co., Inc. was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Dyscim Holding Co., Inc. 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. A list of the directors, executive officers and controlling persons of Dyscim Holding Co., Inc., including information about their principal business address and principal occupation, is filed in Exhibit F and incorporated herein by reference. All of the directors, executive officers and controlling persons of Dyscim Holding Co., Inc. are citizens of the United States and during the last five years, none of these directors or executive officers or controlling shareholders (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: 17 of 30 18 First Southern Bancorp, Inc. $ 4,557,236 First Southern Funding, LLC $ 13,202,124 First Southern Capital Corp., LLC $ 2,339,995 First Southern Investments, LLC $ 291,000 Jesse T. Correll $ 1,239,744 Cumberland Lake Shell, Inc. $ 1,083,753 Dyscim Holding Co., Inc. $ 1,608,006 WCorrell, Limited Partnership $ 800,250 Total* $ 25,122,108 *Excludes acquisition related expenses. Includes cost of shares of United Income, Inc. ("UII") which were converted into shares of UTI in the merger of UII into UTI, and cost of Convertible Notes (including $36,050 accrued interest) which have been converted into Common Stock. Includes $2,792,251, representing value of shares of North Plaza of Somerset, Inc. exchanged for shares of Common Stock (based on estimated value of approximately $4,000 per share) Representing value of shares of North Plaza of Somerset, Inc. exchanged for shares of Common Stock (based on estimated value of approximately $4,000 per share), plus, in the case of Dyscim Holding Co., Inc., $84,008 cash used to purchase shares. The Reporting Persons exchanged shares of UII and North Plaza of Somerset, Inc., converted the Convertible Notes, and employed working capital to make these purchases of the Common Stock, including funds on hand and amounts drawn under existing lines of credit. The lines of credit initially extended by Star Bank, NA, have been refinanced and are currently with Integra Bank, NA (formerly National City Bank of Evansville). FSF borrowed $8,026,160 and FSBI borrowed $1,820,775 in making the purchases. In addition, Dyscim Holding Co., Inc. borrowed $49,000 from FSF in making purchases. ITEM 4. PURPOSE OF TRANSACTION Not amended. 18 of 30 19 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) Jesse T. Correll 335,999 shares ( 8.05%) First Southern Bancorp, Inc. 335,625 shares ( 8.04%) First Southern Funding, LLC 1,130,747 shares (27.08%) First Southern Capital Corp., LLC 183,033 shares ( 4.38%) First Southern Investments, LLC 23,135 shares ( 0.55%) Ward F. Correll 98,523 shares ( 2.36%) WCorrell, Limited Partnership 72,750 shares ( 1.74%) Cumberland Lake Shell, Inc. 98,523 shares ( 2.36%) Dyscim Holding Co., Inc. 150,545 shares ( 3.61%) Total 2,107,062 shares (50.47%) The percentage of outstanding shares is based on 4,175,066 shares of Common Stock outstanding. The share ownership of Mr. Correll includes 150,545 shares of Common Stock held by Dyscim Holding Co., Inc., a Kentucky corporation all of the outstanding shares of which are owned by Mr. Correll, and 72,750 shares of Common Stock held by WCorrell Limited Partnership, a Kentucky limited partnership in which Mr. Correll serves as managing general partner and, as such, has sole voting and dispositive power over the shares of Common Stock held by it. The above amounts do not include additional shares of Common Stock that may be acquired under the Option Agreement as described in Item 4 and incorporated herein by reference. Beneficial ownership of up to 51% of the outstanding Common Stock can be acquired under the Option Agreement. As of August 8, 2000, FSF could acquire a total of 45,347 additional shares of Common Stock under the Option Agreement. Represents 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 and his wife. As a result, Ward F. Correll may be deemed to share the voting and dispositive power over these shares. Mr. Correll, FSBI, FSF, FSI and FSC 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., Dyscim Holding Company, 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. 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 40% and companies he controls own approximately 23% of the outstanding voting stock of FSBI. In addition, he is a manager of First Southern Capital Corp., LLC and First Southern Funding, LLC. In addition, Allen Denney, a director and officer of Dyscim Holding Co., Inc., owns 5,455 shares of Common Stock, which he acquired on December 31, 1999, in exchange for shares of North Plaza of Somerset, Inc. ($60,000 in the aggregate, based on the estimated value of shares of North Plaza of Somerset, Inc. exchanged, of approximately $4,000 per share). (c) Effective July 31, 2000 FSBI converted the Convertible Notes in the face amount of $2,560,000 into 204,800 shares of Common Stock at a stated conversion price of $12.50 per share. (When acquired on November 20, 1998, the cost of the Convertible Notes, excluding interest, was $3,072,000, or $15.00 on a per share basis). There have been no other transactions in the Common Stock of the Issuer effected since the most recent filing of an amendment to this Schedule 13D by the Reporting Persons except for the following purchases of shares of Common Stock by the Reporting Persons indentified below, which were effected on the dates and at the prices (excluding brokers commissions) shown in the following table: 19 of 30 20 FIRST SOUTHERN FUNDING, LLC: DATE SHARES PRICE TYPE OF TRANSACTION PURCHASED PER SHARE 3/30/00 145 shares $8.25 private transaction with 2 UTI shareholders 4/7/00 2,018 shares 8.31 broker's transaction 4/12/00 2,098 shares 8.25 private transactions with 9 UTI shareholders 4/13/00 25 shares 8.25 private transactions with 1 UTI shareholder 4/19/00 636 shares 8.25 private transactions with 4 UTI sharedholders 4/24/00 210 shares 8.25 private transactions with 1 UTI shareholder 5/31/00 964 shares 6.75 broker's transaction 7/11/00 2,400 shares 7.00 private transactions with 1 UTI shareholder FIRST SOUTHERN BANCORP, INC.: DATE SHARES PRICE TYPE OF TRANSACTION PURCHASED PER SHARE 7/31/00 204,000 15.00 Convertible Notes 8/7/00 5,000 6.50 broker's transaction DYSCIM HOLDING COMPANY, INC.: DATE SHARES PRICE TYPE OF TRANSACTION PURCHASED PER SHARE 5/4/00 5,000 7.00 broker's transaction 5/19/00 5,000 7.00 broker's transaction 5/30/00 2,000 7.00 broker's transaction ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Not amended. 20 of 30 21 ITEM 7: MATERIAL TO BE FILED AS EXHIBITS The following exhibits are filed with this Schedule 13D: Exhibit A Acquisition Agreement between FSF and UTI dated April 30, 1998, as amended May 29, 1998, including the following exhibits thereto: Stock Purchase Agreement between FSF and Larry E. Ryherd dated April 30, 1998; Convertible Note Purchase Agreement between FSF and James E. Melville, George E. Francis, Brad M. Wilson, Joseph H. Metzger, Theodore C. Miller, Michael K. Borden and Patricia G. Fowler dated April 30, 1998; and Option Agreement between FSF and UTI dated April 30, 1998 Exhibit B Agreement among Reporting Persons for the filing of a single Schedule 13D pursuant to Rule 13d-l(f)(l). Exhibit C Business Loan Agreement relating to the borrowing of funds by FSF. Exhibit D Business Loan Agreement relating to the borrowing of funds by FSBI. Exhibit E Agreement of Assignment among the Reporting Persons dated November 20, 1998. Exhibit F Members of First Southern Investments, LLC. Exhibit G Letter of intent between UTI and Mr. Correll, on behalf of the shareholders of North Plaza of Somerset, Inc. Exhibit H Promissory note relating to the borrowing of funds by FSF and FSBI. Exhibit I Stock Acquisition Agreement dated December 30, 1999, between UTI and Shareholders of North Plaza of Somerset, Inc. Exhibit J Amendment, dated December 31, 1999, between FSF and UTI to the Acquisition Agreement filed as Exhibit A to this Report. Page 21 of 30 22 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: August 10, 2000 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 7, 2000, 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 22 of 30 23 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 7, 2000 for the filing of a single Schedule 13D pursuant to Rule 13d-l(f)(l). C* Business Loan Agreement relating to the borrowing of funds by FSF D* Business Loan Agreement relating to the borrowing of funds by FSBI. E* Agreement of Assignment among the Reporting Persons dated November 20, 1998. F Directors, officers, members, general partners and controlling persons of Reporting Persons G* Letter of intent between UTI and Mr. Correll, on behalf of the shareholders of North Plaza of Somerset, Inc. H* Promissory note relating to the borrowing of funds by FSF and FSBI. I* Stock Acquisition Agreement dated December 30, 1999, between UTG and Shareholders J Amendment, dated December 31, 1999, between FSF and UTI to the Acquisition Agreement filed as Exhibit A to this Report. * Previously filed EX-99.F 2 0002.txt DIRECTORS, OFFICERS, .... OF REPORTING PERSONS 24 Exhibit F Directors, Executive Officers and Controlling Persons of FSBI: Jesse T. Correll Randall L. Attkisson Jill M. Martin Ward F. Correll David S. Downey Douglas P. Ditto John R. Ball Joseph E. Hafley James P. Rousey Managers, Executive Officers and Controlling Person of FSF: Jesse T. Correll Randall L. Attkisson Jill M. Martin Christopher Coldiron Ward F. Correll David S. Downey Douglas P. Ditto John R. Ball James P. Rousey Mr. Correll also owns approximately 82% of the outstanding membership interests of FSF. Managers and Controlling Persons of FSC: Jesse T. Correll Randall L Attkisson Members of First Southern Investments, L.L.C. John Ball Kathy Ball William R. Clark McKinley Dailey Kim Dailey Tommy J. Davis Joseph E. Hafley J. Paul Long, Jr. Jill Martin G. Louis Mason II James P. Rousey Dyscim Holding Co., Inc. Becky Taylor Becky Taylor Custodian for Matt Taylor Everett H. Taylor Michael Taylor Margaret Taylor Robert M. Turok Dennis Vaught Barbara Young 25 Directors, Executive Officers and Controlling Persons of Cumberland Lake Shell, Inc.: Ward F. Correll, Director and controlling shareholder Leah D. Taylor, President and Director Bridget Henry, Vice President and Director Melinda Stogsdill, Secretary and Director Directors, Executive Officers and Controlling Persons of Dyscim Holding Co., Inc.: Jesse T. Correll, President, Director and controlling shareholder Allen Denney, Secretary and Director General Partners of WCorrell, Limited Partnership: Jesse T. Correll, managing general partner Ward F. Correll, general partner All of the individuals identified above in this Exhibit are citizens of the United States and during the last five years, none of them (i) has been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors) nor (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The following table shows the business address and principal occupation of the individuals identified above in this Exhibit: Randall L. Attkisson P. O. Box 328 Vice President, Treasurer 99 Lancaster Street and Director of First Standford, KY 40484 Southern Bancorp, Inc. (Bank holding company) John Ball P. O. Box 628 Regional CEO & Director, 27 Public Square First Southern National Bank Lancaster, KY 40444 (Bank) Kathy Ball Lexington Road Registered Nurse, Bryantsville Lancaster, KY 40444 Clinic (Health Care Facility) William R. Clark P. O. Box 628 Senior Vice President, First 27 Public Square Southern National Bank Lancaster, KY 40444 (Bank) 26 Christopher Coldiron P. O. Box 328 Loan Officer and Vice President 99 Lancaster Street of First Southern National Bank Stanford, KY 40484 (Bank) Jesse T. Correll P.O. Box 328 President and Director 99 Lancaster Street of First Southern Bancorp, Inc. Stanford, KY 40484 (Bank holding company) Ward F. Correll P.O. Box 430 Controlling Shareholder, 150 Railroad Drive Cumberland Lake Shell, Inc. Somerset, KY 42502 (Gasoline wholesaler) McKinley Dailey P. O. Box 628 Loan Officer, First Southern 27 Public Square National Bank (Bank) Lancaster, KY 40444 Kim Dailey 937 Moberly Road Teacher, Mercer County High Harrodsburg, KY 40330 School (Public School) Tommy J. Davis P. O. Box 295 Community CEO, First Southern 102 West Main Street National Bank (Bank) Stanford, KY 40484 Allen Denney 345 North Highway 27 President, Adamas Diamond Suite 4-A Corporation (diamond jewelry Somerset, KY 42501 manufacturer) Douglas P Ditto P.O. Box 295 Senior Vice President 102 West Main Street of First Southern Stanford, KY 40484 National Bank (Bank) Joseph E. Hafley P. O. Box 328 Chief Lending Officer, First 99 Lancaster Street Southern Bancorp, Inc. (Bank Stanford, KY 40484 Holding Company) Bridget Henry P.O. Box 430 Vice President, Director, 150 Railroad Drive Cumberland Lake Shell, Inc. Somerset, KY 42502 (gasoline wholesaler) J. Paul Long, Jr. P. O. Box 295 Loan Officer, First Southern 102 West Main Street National Bank (Bank) Stanford, KY 40484 27 Jill Martin P. O. Box 328 Secretary, First Southern 99 Lancaster Street Bancorp, Inc. (Bank Holding Stanford, KY 40484 Company) G. Louis Mason II P. O. Box 328 Technology Manager, First 99 Lancaster Street Southern Bancorp, Inc. (Bank Stanford, KY 40484 Holding Company) James P. Rousey P. O. Box 430 Regional CEO & Director, First 204 Fairfield Drive Southern National Bank Nicholasville, KY 40356 (Bank) Melinda Stogsdill P.O. Box 430 Secretary, Director, Cumberland 150 Railroad Drive Lake Shell, Inc. (gasoline Somerset, KY 42502 wholesaler) 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, KY40503 National Bank (Bank) Everett H. Taylor 1490 New Circle Road,N.E. Asst. Volvo Service Manager, Lexington, KY 40509 Quantrell Cadillac (Car Dealership) Leah D. Taylor P.O. Box 430 President, Director, Cumberland 150 Railroad Drive Lake Shell, Inc. (gasoline Somerset, KY 42502 wholesaler) 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) 28 Dennis Vaught P. O. Box 725 Senior Vice President, 894 Richmond Plaza First Southern National Bank Richmond, KY 40475 (Bank) Barbara Young P. O. Box 295 Executive Vice President, First 102 West Main Street Southern National Bank (Bank) Stanford, KY 40484 EX-99.J 3 0003.txt AMENDMENT 29 EXHIBIT J AMENDMENT THIS AMENDMENT is entered into as of this 30th day of December, 1999 between First Southern Funding, LLC ("FSF") a Kentucky limited liability corporation and United Trust Group, Inc. ("UTI") (f/k/a United Trust, Inc.), an Illinois corporation. WHEREAS, First Southern Funding, Inc. and UTI entered into an Acquisition Agreement dated April 30, 1998; and WHEREAS, FSF is the successor to First Southern Funding, Inc. under the Acquisition Agreement; and WHEREAS, so that the Acquisition Agreement will more accurately reflect the intent of the parties, the parties desire to amend the Acquisition Agreement to define more clearly the representation relating to the future earnings of UTI and to adjust the calculation of post closing adjustments as set forth in the Acquisition Agreement. NOW, THEREFORE, the parties do hereby agree that: 1. AMENDMENT OF ACQUISITION AGREEMENT. The parties agree that the Acquisition Agreement shall be amended as follows: (a) Section 13(e) of the Acquisition Agreement shall be amended to read in its entirety as follows: (e) Calculation of Post Closing Adjustments. Except for cash payments made pursuant to Section 12(a), amounts owing to Buyer from UTI will be netted against any amounts owed by Buyer to UTI. The net amount will then be reduced by $250,000. The remaining amount will be paid by UTI to Buyer or by Buyer to UTI, as applicable, in the form of UTI common stock valued at $15 per share. In no instance shall the number of shares transferred exceed 500,000 shares. Notwithstanding the above, there shall be no limit to the number of shares transferred to the extent that there are legal fees, settlements, damage payments or other losses (other than routine death claims paid on policies that were in-force at the date of closing) relating directly or indirectly to the issues described 30 in the first five paragraphs of Footnote 8 to UTI's 1995 Financial Statements as contained in its Form 10-K filed with the Securities and Exchange commission. The price and number of shares shall be adjusted for any applicable stock splits, stock dividends, spin offs or other recapitalizations. 2. ACQUISITION AGREEMENT, AS AMENDED. The Acquisition Agreement, as amended by this Amendment, remains in full force and effect. 3. GOVERNING LAW; COUNTERPARTS. This Amendment shall be governed by the laws of the Commonwealth of Kentucky. This Amendment may be executed in counterparts and delivered by facsimile. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first above written. FIRST SOUTHERN FUNDING, LLC By:/S/ JESS CORRELL Its: PRESIDENT UNITED TRUST GROUP, INC. By: THEODORE C. MILLER Its: SR. VICE PRESIDENT 2 -----END PRIVACY-ENHANCED MESSAGE-----