-----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, ODBZlRhsn+KIC96xYzCdXN8wLc1FOmIKvgK9JlVPFe45pqViJLLbAjd5/ddT/bq8 7WTPh0ykIETWAVJhB0sCDw== 0000940397-01-000009.txt : 20010223 0000940397-01-000009.hdr.sgml : 20010223 ACCESSION NUMBER: 0000940397-01-000009 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010215 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 GROUP INC 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: 1547970 BUSINESS ADDRESS: STREET 1: P O BOX 5147 STREET 2: 5250 SOUTH SIXTH STREET ROAD CITY: SPRINGFIELD STATE: IL ZIP: 62703 BUSINESS PHONE: 2173236300 MAIL ADDRESS: STREET 1: P O BOX 5147 STREET 2: 5250 SOUTH SIXTH STREET CITY: SPINGFIELD STATE: IL ZIP: 62705 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TRUST INC /IL/ DATE OF NAME CHANGE: 19920703 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. 10) 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) February 13, 2001 (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 [ ] 2 CUSIP No. 913111209 13D Page 2 of 104 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 104 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 353,044* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0* EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 353,044* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 353,044* - -------------------------------------------------------------------------------- 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 8.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC - -------------------------------------------------------------------------------- * See response to Item 5 4 CUSIP No. 913111209 13D Page 4 of 104 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 * See response to Item 5 5 CUSIP No. 913111209 13D Page 5 of 104 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 104 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 18,575* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0* EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 18,575* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,575* - -------------------------------------------------------------------------------- 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 0.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * See response to Item 5 7 CUSIP No. 913111209 13D Page 7 of 104 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 - -------------------------------------------------------------------------------- * See response to Item 5 8 CUSIP No. 913111209 13D Page 8 of 104 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 Georgia - -------------------------------------------------------------------------------- 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 104 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 104 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 amending the disclosures in the text of Items 2, 3, 4, 5, 6 and 7 and Exhibits F and H of this Report to reflect changes that have occurred since the filing of Amendment 9, recent purchases of common stock of United Trust Group, Inc. ("UTI"), as well as certain agreements that First Southern Bancorp, Inc. entered into to acquire additional shares of common stock of UTI. 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"). Information with respect to the offices held by any of the Reporting Persons with UTI, First Commonwealth Corporation and three insurance subsidiaries of UTI are provided in Item 4 of this Report and incorporated herein by reference. 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 12 violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Correll is a citizen of the United States. FIRST SOUTHERN BANCORP, INC. (FSBI) (a Kentucky corporation) (a) The name of this Reporting Person is First Southern Bancorp, Inc. (b) The state of organization of FSBI is Kentucky. (c) The principal business of FSBI is a 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. 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: 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 Principal Occupation HELD WITH FSI BUSINESS ADDRESS OR 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. 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 15 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 Georgia limited partnership) (a) The name of this Reporting Person is WCorrell, Limited Partnership. (b) The state of its organization is Georgia. (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. (d) During the last five years, WCorrell, Limited Partnership has not been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors). 16 (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. 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 17 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. 18 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The amount of funds used in making prior purchases of the Common Stock by each Reporting Person and to be used in making certain intended purchases of Common Stock as described in this Item 3 is as follows:
FUNDS USED FUNDS TO BE USED* AGGREGATE FUNDS First Southern Bancorp, Inc. $ 4,697,478 $ 4,691,080 $ 9,388,558 First Southern Funding, LLC $ 13,202,124 - $ 13,202,124 First Southern Capital Corp., LLC $ 2,339,995 - $ 2,339,995 First Southern Investments, LLC $ 291,000 - $ 291,000 Jesse T. Correll $ 1,239,744 - $ 1,239,744 Cumberland Lake Shell, Inc. $ 1,083,753 - $ 1,083,753 Dyscim Holding Co., Inc. $ 1,608,006 - $ 1,608,006 WCorrell, Limited Partnership $ 800,250 - $ 800,250 Totals** $ 25,262,350 $ 4,691,080 $ 29,953,430
*Reflects funds to be used for purchases of Common Stock (i) pursuant to the terms and conditions of the Common Stock Purchase Agreement, dated February 13, 2001, among FSBI and James E. Melville, Barbara Hartman, BJM Trust - - James E. Melville, Trustee, Matthew C. Hartman Trust - James E. Melville, Trustee, Zachary T. Hartman Trust - James E. Melville, Trustee, Elizabeth A. Hartman Trust - James E. Melville, Trustee, and Margaret M. Hartman Trust - James E. Melville, Trustee (the "Melville Purchase Agreement", a copy of which is attached as Exhibit K to this Report and incorporated herein by reference), (ii) pursuant to the terms and conditions of the Common Stock Purchase Agreement, dated February 13, 2001, among FSBI and Larry E. Ryherd, Dorothy L. Ryherd, Shari Lynnette Serr, Jarad John Ryherd, Derek Scott Ryherd, Dorothy L. Ryherd, Custodian for Casey Jaye Serr UGMA IL, Larry E. Ryherd, Custodian for Casey Jaye Serr UGMA IL, Steven W. Serr, Halcie B. Brown, Douglas W. Ryherd, Susan J. Ryherd, Douglas W. Ryherd, Custodian for Bryan D. Ryherd UGMA IL, Douglas W. Ryherd, Custodian for Evan Ryherd UGMA IL, Ella E. Campbell, Douglas W. Ryherd, Custodian for Jordan Ray Ryherd UGMA, IL, Illinois National Bank, Successor Trustee of the Shari Lynette Serr Irrevocable Trust under Agreement dated December 30, 1987, Illinois National Bank, Successor Trustee of the Jarad John Ryherd Irrevocable Trust under Agreement dated December 30, 1987, Illinois National Bank, Successor Trusteee of the Derek Scott Ryherd Irrevocable Trust under Agreement dated December 30, 1987, Douglas W. Ryherd - IRA, Larry Ryherd as the Sellers' Agent, Casey Jaye Serr, Bryan D. Ryherd, Evan Ryherd, and Jordan Ray Ryherd (the "Ryherd Purchase Agreement", a copy of which is attached as Exhibit L to this Report and incorporated herein by reference), and (iii) pursuant to an understanding FSBI has to purchase an additional 670 shares of Common Stock from certain persons who are parties to and selling shares pursuant to the Ryherd Purchase Agreement and one relative of certain persons who are parties to and selling shares pursuant to the Melville Purchase Agreement, all as further described in Item 4 of this Report and incorporated herein by reference. If FSBI were to assign its right to purchase such shares to FSF, as permitted by the Melville Purchase Agreement and the Ryherd Purchase Agreement, such funds would be payable by FSF. **Excludes acquisition related expenses. 19 [FN] 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 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 $1,901,677 in making the purchases. In addition, Dyscim Holding Co., Inc. borrowed $49,000 from FSF in making purchases. The $180,000 aggregate purchase price for the shares of Common Stock to be purchased by FSBI pursuant to the Melville Purchase Agreement (as further described in this Item 3 and in Item 4 of this Report and incorporated herein by reference) will be paid pursuant to unsecured, nonnegotiable promissory notes (the form of which is included as Exhibit A to the Melville Purchase Agreement which is attached as Exhibit K to this Report and incorporated herein by reference) to be issued by FSBI to the sellers of the shares at the closing of the transactions contemplated by the Melville Purchase Agreement. The promissory notes will accrue interest on the unpaid principal balance thereof at a rate of 7% per annum to be paid quarterly; the principal amount of the promissory notes is to be repaid in five equal annual installments with such payments to begin on the first anniversary of the closing of the transactions contemplated by the Melville Purchase Agreement. The $4,505,720 aggregate purchase price for the shares of Common Stock to be purchased by FSBI pursuant to the Ryherd Purchase Agreement (as further described in this Item 3 and in Item 4 of this Report and incorporated herein by reference) will be paid as follows: 12,044 shares will be purchased for cash at the closing of the transactions contemplated by the Ryherd Purchase Agreement; the purchase price for the remaining 551,171 shares will be paid 20% in cash at the closing and the remaining 80% pursuant to an unsecured, nonnegotiable promissory note to be issued at the closing by FSBI to an agent appointed by certain of the sellers pursuant to the Ryherd Purchase Agreement to receive payments thereunder on their behalf. The promissory note (the form of which is included as Exhibit A to the Ryherd Purchase Agreement which is attached as Exhibit L to this Report and incorporated herein by reference) will contain substantially identical terms and conditions as the promissory notes to be issued pursuant to the Melville Purchase Agreement described above in this Item 3. 20 The Reporting Persons anticipate FSBI will employ working capital, including funds on hand and amounts that may be drawn under the existing lines of credit described above in this Item 3, to fund its purchases of Common Stock pursuant the Melville Purchase Agreement and the Ryherd Purchase Agreement, including its obligations under any promissory notes issued pursuant to either such agreement as described in this Item 3. ITEM 4. PURPOSE OF TRANSACTION The purpose of the acquisition of shares of Common Stock is for investment purposes and also for the purpose of acquiring a controlling interest in UTI by Mr. Correll and/or Reporting Persons affiliated with him. The Reporting Persons have acquired securities of UTI in accordance with and subject to the terms and conditions of (a) the Acquisition Agreement, dated April 30, 1998, between FSF and UTI, as amended May 29, 1998 and December 31, 1999, (b) the Stock Purchase Agreement, dated April 30, 1998, between FSF and Larry E. Ryherd, and (c) the Convertible Note Purchase Agreement, dated April 30, 1998, 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 (collectively, these agreements are filed with this Report as Exhibit A and incorporated herein by reference), as well as pursuant to the terms and conditions of the Stock Acquisition Agreement dated December 30, 1999, between UTI and the shareholders of North Plaza of Somerset, Inc. (a copy of which is filed with this Report as Exhibit I and incorporated herein by reference). The Reporting Persons also intend to acquire shares of Common Stock pursuant to the terms and conditions of the Melville Purchase Agreement (a copy of which is attached as Exhibit K to this Report and incorporated herein by reference) and the Ryherd Purchase Agreement (a copy of which is attached as Exhibit L to this Report and incorporated herein by reference). Shares of Common Stock that FSBI intends to acquire under these agreements, are as follows: 1. Pursuant to the Melville Purchase Agreement, FSBI intends to acquire 22,500 shares of Common Stock at a price per share of $8.00. FSBI may assign its rights and obligations under the Melville Purchase Agreement prior to the closing of the transactions contemplated thereby to UTI or FSF without the consent of the other parties to the Melville Purchase Agreement or to any other affiliate of FSBI with the consent of all such other parties. 2. Pursuant to the Ryherd Purchase Agreement, FSBI intends to acquire a total of 563,215 shares of Common Stock at a price per share of $8.00. In the event FSBI is unable to obtain the necessary or appropriate governmental approvals and clearances for its intended purchase of the shares pursuant to the Ryherd Purchase Agreement, it may assign its rights and obligations under the Ryherd Purchase Agreement prior to the closing of the transactions contemplated thereby to UTI or FSF without the consent of the other parties to the Ryherd Purchase Agreement or to any other affiliate of FSBI with the consent of all such other parties. 21 The Reporting Persons (specifically FSBI) intend to acquire an additional 670 shares of Common Stock for cash at a price per share of $8.00 from certain parties selling shares to FSBI pursuant to the Ryherd Purchase Agreement as well as one person related to certain parties selling shares to FSBI pursuant to the Melville Purchase Agreement. FSBI also intends to delay its acquisition of 3,775 shares of Common Stock to be purchased pursuant to the Ryherd Purchase Agreement for a brief period after the closing contemplated thereby at the request of the seller of such shares. The Reporting Persons also have the right to acquire additional shares of Common Stock pursuant to the Option Agreement between FSF and UTI, dated April 30, 1998 (included in Exhibit A hereto as Exhibit 1(e) to the Acquisition Agreement and incorporated herein by reference). Pursuant to the Option Agreement, FSF has the option to purchase from UTI shares of Common Stock of UTI for a purchase price in cash equal to $15 per share, such option to expire on July 1, 2001. The number of shares of Common Stock subject to the Option Agreement shall be that number of shares which, following exercise, and when combined with all of the other shares then owned by FSF and its affiliates, will represent a majority of the then outstanding shares of Common Stock, not to exceed 1,450,000 shares. The maximum number of shares subject to such option shall be reduced by two shares for each share that FSF or its affiliates purchase in private or public transactions subsequent to the closing of the Acquisition Agreement. FSF may assign its right to purchase some or all of the shares subject to the Option Agreement to one or more of its affiliates. Assuming the purchases of Common Stock contemplated by the Melville Purchase Agreement and the Ryherd Purchase Agreement, FSF and its affiliates will beneficially own in excess of 51% of the outstanding shares of Common Stock of UTI, and will not have a right to acquire any additional shares of Common Stock pursuant to the Option Agreement. In addition, one or more of the Reporting Persons have purchased and may from time to time purchase shares of Common Stock in the open market or in privately negotiated transactions depending upon, among other things, market conditions, the market value of the Common Stock and the availability of shares for sale, the Reporting Person's liquidity and availability of funds or other similar factors. The Reporting Persons also, from time to time, will evaluate the structure of their relationship with UTI and the merits of additional investments in UTI which could include acquisitions of additional securities of UTI or a business combination involving UTI and one or more of the Reporting Persons or their affiliates. FSBI's election to become a financial holding company became effective July 31, 2000 so its acquisition of additional shares of Common Stock will be permissible under the Bank Holding Company Act of 1956, as amended from time to time. The Acquisition Agreement between UTI and FSF contained covenants concerning the operation of UTI pending the closing of the transactions contemplated by that agreement, as well as covenants by UTI and FSF following the closing, including the following: 1. BOARD OF DIRECTORS. UTI has agreed to cause three persons designated by FSF to be appointed to the Board of Directors of UTI effective as of the closing date of the Acquisition Agreement (November 20, 1998). For each of the three annual elections of the UTI Board of Directors following the closing, UTI will cause 22 three persons designated by FSF to be included in the management slate of directors recommended to the UTI shareholders for election to Board membership. UTI will not and will cause the UTI Board of Directors not to take any action that would increase the size of the Board of Directors for such three year period. In addition to the three persons designated, Ward Correll, Jesse Correll's father, is a Director of UTI. 2. NO ADDITIONAL SHARES. For a period of three years following the closing of the Acquisition Agreement (November 20, 1998), UTI will not and will not permit any UTI affiliate to issue additional shares of capital stock or to issue or agree to issue any option, warrant or other instrument convertible into shares of capital stock without prior written consent of FSF. 3. UII NOTE AGREEMENT. UTI agreed to cause United Income, Inc. to call, as soon as practicable, all of the United Income, Inc. outstanding convertible debt according to its terms. 4. REPURCHASE OF SHARES. UTI agreed to purchase for a cash price of $15 per share, the 28,000 shares of Common Stock owned by Universal Guaranty on or before December 31, 1998. 5. PENDING MERGER. FSF and UTI agreed to proceed with the merger of UTI and United Income, Inc., which became effective July 26, 1999. One or more of the Reporting Persons, directly or through representatives, have a role in the management of UTI through board representation and Mr. Correll serves as chief investment officer for the life insurance subsidiaries of UTI; in addition, he was named Chairman and Chief Executive Officer of UTI, First Commonwealth Corp. and three life insurance subsidiaries of UTI effective March 28, 2000, replacing Larry Ryherd as Chairman and CEO of these companies. In addition, Randall L. Attkisson, a board member of UTI who is affiliated with the Reporting Persons (as further described in Item 2 of this Report and incorporated herein by reference), was named President and Chief Operating Officer of UTI, First Commonwealth Corp. and three life insurance subsidiaries of UTI effective January 8, 2001, replacing James E. Melville as President and COO of these companies. In addition, upon the closing of the transactions contemplated by the Melville Purchase Agreement, Mr. Melville has agreed to resign from the boards of UTI, First Commonwealth Corp. and three life insurance subsidiaries of UTI. The Reporting Persons as a result of the foregoing have the ability to influence UTI and its strategic plans, and may recommend and implement changes in the management and/or the board of directors of UTI and its subsidiaries as they consider appropriate. Except as described above, the Reporting Persons do not presently have any plans or proposals which relate to or would result in (i) the acquisition by any person of additional securities of UTI, or the disposition of securities of UTI, (ii) an extraordinary corporate transaction involving UTI or its subsidiaries, (iii) the sale or transfer of a material amount of assets of UTI or its subsidiaries, (iv) a change in the present board of directors or management of UTI, (v) 23 a material change in the present capitalization or dividend policy of UTI, (vi) any other material change in UTI's business or corporate structure, (vii) a change in UTI's charter or bylaws or other actions which may impede the acquisition of control of UTI by any person, (viii) a class of securities of UTI being delisted from a national securities exchange or cease being authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (ix) a class of equity securities of UTI becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or (x) any action similar to those enumerated above. 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:
Number of Number of Shares Aggregate Number REPORTING PERSON SHARES ACQUIRED(%) TO BE ACQUIRED(%) OF SHARES(%) Jesse T. Correll ( 335,999 (8.05%) - 335,999 (8.05%) First Southern Bancorp, Inc. 353,044 (8.46%) 586,385 (14.04%) 939,429 (22.50%) First Southern Funding, LLC 1,130,747 (27.08%) - 1,130,747 (27.08%) First Southern Capital Corp., LLC 183,033(4.38%) - 183,033(4.38%) First Southern Investments, LLC 18,575 (0.44%) - 18,575 (0.44%) Ward F. Correll 98,523 (2.36%) - 98,523 (2.36%) WCorrell, Limited Partnership 72,750 (1.74%) - 72,750 (1.74%) Cumberland Lake Shell, Inc. 98,523 (2.36%) - 98,523 (2.36%) Dyscim Holding Co., Inc. 150,545 (3.61%) - 150,545 (3.61%) Total 2,119,921 (50.78%) 586,385 (14.04%) 2,706,306 (64.82%)
*Reflects shares of Common Stock that FSBI intends to acquire pursuant to the terms and conditions of the Melville Purchase Agreement and the Ryherd Purchase Agreement as well as an additional 670 shares of Common Stock that FSBI intends to purchase from certain persons, all as further described in Item 4 of this Report and incorporated herein by reference. FSBI will not have any voting power with respect to any of those shares until it acquires those shares. [FN] 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 Georgia 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 of this Report 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 February 12, 2001, FSF could acquire a total of 19,108 additional shares of Common Stock under the Option Agreement. As described in Item 4 of this Report and incorporated herein by reference, assuming the purchases contemplated by the Melville Purchase Agreement and the Ryherd Purchase Agreement, FSF and its affiliates will 24 beneficially own in excess of 51% of the outstanding Common Stock and FSF will not be entitled to acquire any additional shares of Common Stock pursuant to 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 39% 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 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) There have been no transactions in the Common Stock of the Issuer effected within the past 60 days of the date of the filing of this amendment to this Schedule 13D by the Reporting Persons except for the following purchase of shares of Common Stock by FSBI, which was effected on the date and at the price (excluding brokers commissions) shown in the following table: DATE PRICE PURCHASED SHARES PER SHARE TYPE OF TRANSACTION 12/28/2000 210 $6.25 Private transactions with 2 UTI shareholders ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER See responses to Items 4 and 5 above. Other than (i) the Acquisition Agreement, the Stock Purchase Agreement, the Convertible Note Purchase Agreement, and the Option Agreement, all four of which are filed as Exhibit A, (ii) as described in the responses to Items 4 and 5 above, (iii) the Agreement of Assignment among the Reporting Persons, dated November 20, 1998, which is filed as Exhibit E, and incorporated herein by reference, (iv) the Agreement Among Reporting Persons attached hereto as Exhibit B, (v) the letter of intent (which is filed as 25 Exhibit G) and the acquisition agreement (which is attached hereto as Exhibit I) with respect to the acquisition of shares of Common Stock in exchange for shares of North Plaza of Somerset, Inc., (vi) the Melville Purchase Agreement, which is filed as Exhibit K hereto, and (vii) the Ryherd Purchase Agreement, which is filed as Exhibit L hereto, neither the Reporting Persons nor any of their directors, executive officers or controlling persons is a party to any contract, arrangement, understanding or relationship (legal or otherwise) with respect to any security of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. 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 Directors, officers, members, general partners and controlling persons of Reporting Persons. 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. 26 Exhibit K Common Stock Purchase Agreement, dated February 13, 2001, among FSBI and James E. Melville, Barbara Hartman, BJM Trust - James E. Melville, Trustee, Matthew C. Hartman Trust - James E. Melville, Trustee, Zachary T. Hartman Trust - James E. Melville, Trustee, Elizabeth A. Hartman Trust - James E. Melville, Trustee, and Margaret M. Hartman Trust - James E. Melville, Trustee. Exhibit L Common Stock Purchase Agreement, dated February 13, 2001, among FSBI and Larry E. Ryherd, Dorothy L. Ryherd, Shari Lynnette Serr, Jarad John Ryherd, Derek Scott Ryherd, Dorothy L. Ryherd, Custodian for Casey Jaye Serr UGMA IL, Larry E. Ryherd, Custodian for Casey Jaye Serr UGMA IL, Steven W. Serr, Halcie B. Brown, Douglas W. Ryherd, Susan J. Ryherd, Douglas W. Ryherd, Custodian for Bryan D. Ryherd UGMA IL, Douglas W. Ryherd, Custodian for Evan Ryherd UGMA IL, Ella E. Campbell, Douglas W. Ryherd, Custodian for Jordan Ray Ryherd UGMA, IL, Illinois National Bank, Successor Trustee of the Shari Lynette Serr Irrevocable Trust under Agreement dated December 30, 1987, Illinois National Bank, Successor Trustee of the Jarad John Ryherd Irrevocable Trust under Agreement dated December 30, 1987, Illinois National Bank, Successor Trusteee of the Derek Scott Ryherd Irrevocable Trust under Agreement dated December 30, 1987, Douglas W. Ryherd - IRA, Larry Ryherd as the Sellers' Agent, Casey Jaye Serr, Bryan D. Ryherd, Evan Ryherd, and Jordan Ray Ryherd. 27 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: February 15, 2001 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. 28 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. K Common Stock Purchase Agreement, dated February 13, 2001, among FSBI and James E. Melville, Barbara Hartman, BJM Trust - James E. Melville, Trustee, Matthew C. Hartman Trust - James E. Melville, Trustee, Zachary T. Hartman Trust - James E. Melville, Trustee, Elizabeth A. Hartman Trust - James E. Melville, Trustee, and Margaret M. Hartman Trust - James E. Melville, Trustee. L Common Stock Purchase Agreement, dated February 13, 2001, among FSBI and Larry E. Ryherd, Dorothy L. Ryherd, Shari Lynnette Serr, Jarad John Ryherd, Derek 29 Scott Ryherd, Dorothy L. Ryherd, Custodian for Casey Jaye Serr UGMA IL, Larry E. Ryherd, Custodian for Casey Jaye Serr UGMA IL, Steven W. Serr, Halcie B. Brown, Douglas W. Ryherd, Susan J. Ryherd, Douglas W. Ryherd, Custodian for Bryan D. Ryherd UGMA IL, Douglas W. Ryherd, Custodian for Evan Ryherd UGMA IL, Ella E. Campbell, Douglas W. Ryherd, Custodian for Jordan Ray Ryherd UGMA, IL, Illinois National Bank, Successor Trustee of the Shari Lynette Serr Irrevocable Trust under Agreement dated December 30, 1987, Illinois National Bank, Successor Trustee of the Jarad John Ryherd Irrevocable Trust under Agreement dated December 30, 1987, Illinois National Bank, Successor Trusteee of the Derek Scott Ryherd Irrevocable Trust under Agreement dated December 30, 1987, Douglas W. Ryherd - IRA, Larry Ryherd as the Sellers' Agent, Casey Jaye Serr, Bryan D. Ryherd, Evan Ryherd, and Jordan Ray Ryherd. * Previously filed EX-99.F 2 0002.txt DIRECTORS, OFFICERS, .... OF REPORTING PERSONS 30 Exhibit F Directors, Executive Officers and Controlling Persons of FSBI: Jesse T. Correll Douglas P. Ditto Randall L. Attkisson John R. Ball Jill M. Martin Joseph E. Hafley Ward F. Correll James P. Rousey David S. Downey Managers, Executive Officers and Controlling Person of FSF: Jesse T. Correll David S. Downey Randall L. Attkisson Douglas P. Ditto Jill M. Martin John R. Ball Christopher Coldiron James P. Rousey Ward F. Correll [FN] 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 J. Paul Long, Jr. Kathy Ball Becky Taylor William R. Clark Everett H. Taylor McKinley Dailey Becky Taylor Custodian for Matt Taylor Kim Dailey Michael Taylor Tommy J. Davis Margaret Taylor Dyscim Holding Co., Inc. Robert M. Turok Joseph E. Hafley Dennis Vaught 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 31 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, 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 5006 Lexington Road Registered Nurse, Bryantsville Lancaster, KY 40444 Clinic (Health Care Facility) William R. Clark P. O. Box 628 City CEO, First 27 Public Square Southern National Bank Lancaster, KY 40444 (Bank) Christopher Coldiron P. O. Box 328 Vice President 99 Lancaster Street of First Southern National Bank Stanford, KY 40484 (Bank) 32 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 Vice President of First 102 West Main Street Southern Bancorp, Inc. Stanford, KY 40484 (Bank holding company) Joseph E. Hafley P. O. Box 328 Loan Review 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 Senior Vice President, 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) 33 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, KY 40503 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) Dennis Vaught P. O. Box 725 Senior Vice President, 894 Richmond Plaza First Southern National Bank Richmond, KY 40475 (Bank) EX-99.H 3 0003.txt PROMISSORY NOTE 34 Exhibit H 35 MASTER PROMISSORY NOTE $19,000,000.00 Evansville, Indiana August 21, 2000 ON OR BEFORE AUGUST 20, 2001, FOR VALUE RECEIVED, the undersigned FIRST SOUTHERN BANCORP, INC., a Kentucky corporation (the "Corporation"), and FIRST SOUTHERN FUNDING, LLC, a Kentucky limited liability company (the "LLC"), (the "MAKER" or "MAKERS", as the case may require) promise to pay to the order of INTEGRA BANK N.A. (formerly The National City Bank of Evansville), a national banking association ("BANK"), at its main banking office in Evansville, Indiana, or at such other place as may be designated in writing, from time to time, by the holder ("Holder") of this Promissory Note ("Note"), the principal sum of Nineteen Million Dollars ($19,000,000.00), or so much thereof as may be advanced to or for the benefit of MAKERS, together with interest on the unpaid principal balance thereof from time to time outstanding, computed on the basis of a 360-day year and paid for actual days elapsed at a per annum rate equal to one percent (1.0%) below the Prime Rate most recently published in the "Money Rates" section of the WALL STREET JOURNAL, to be adjusted from time to time as the date of each published change in the Prime Rate; ("Note Interest Rate") from the date hereof until the said principal sum shall be fully repaid. TERMS, PROVISIONS AND CONDITIONS 1. Each MAKER shall be liable hereunder for amounts actually advanced to or for the benefit of such MAKER plus interest, costs and attorneys fees, but not for amounts advanced to or for the benefit of the other MAKER. Each MAKER shall pay regular and successive monthly installments of interest ONLY on the amounts actually advanced to or for the benefit of that MAKER commencing on September 20, 2000, and continuing thereafter on the same day of each successive calendar month thereafter until August 20, 2001, at which time the entire unpaid balance of principal and interest owing hereunder shall become due and payable. All sums due and payable hereunder shall be paid with attorney's fees and other costs of collection and litigation, and without relief from the valuation and appraisement laws. Any installment payment not made within ten (10) days of the date when due shall be subject to a late charge of five percent (5%) of the amount of the installment. 2. This Note is a master note made, executed and delivered by the MAKERS to the BANK to evidence a revolving line of credit to them respectively, as it may exist from time to time, arising from periodic loan advances made by the BANK to or for their respective benefit. Repayments of principal from time to time shall be credited against the indebtedness evidenced by this Note, but shall not extinguish this Note in whole or in part. The unpaid principal balance may increase and decrease as loan advancements and repayments are made hereunder, and this Note shall evidence all of the indebtedness of MAKERS from time to time existing even though the aggregate principal accumulative loan 36 advances hereunder may exceed the BANK's maximum commitment as stated herein. Advances by the BANK hereunder may be made at either the oral or written request of Jess Correll, Randall Attkisson, Jill Martin or Vicki Singleton ("Authorized Persons") designating the MAKER entity for whom he or she is acting. Any of the Authorized Persons acting alone shall have the continuing authority to make such oral or written requests until the BANK has received written notice by the MAKERS to the contrary. Any advance hereunder shall be conclusively presumed to have been made to or for the benefit of the designated MAKER when made by either bank wire transfer or the BANK's check made payable to the designated MAKER. The BANK shall be entitled to rely upon the direction of any of the Authorized Persons with respect to any advance made hereunder for the benefit of either of the MAKERS without any duty of inquiry. 3. This Note is secured by the following: (a) Pledge Agreement of at least 75% of the outstanding stock of First Southern Bancorp, Inc. of even date herewith from the shareholders, as pledgors, to the BANK, as pledgee; and (b) Separate Business Loan Agreements each dated August 20, 1999, each of which is ratified and confirmed by the MAKERS as valid and subsisting agreements in full force and effect as to this Note and any other promissory notes, credit agreements, security agreements, mortgages or other instruments, agreements and documents now or hereafter existing and in any manner executed in connection with the indebtedness evidenced hereby. Such documents, this Note and any other instrument in writing from time to time made, executed and delivered to the BANK for the purpose of evidencing or securing this Note are sometimes referred to herein and in said documents as the "Credit Documents", and such terms shall be deemed to include any and all amendments, modifications, supplements, extensions and renewal of them of, or any of them. 4. The Holder shall record on its books and records, with respect to each of the MAKERS, the date and amount of each disbursement and each payment on this Note made from time to time; and such books and records shall be presumed to state correctly the balance of this Note, both principal and interest, unless and until the MAKER proves to the contrary. 5. This Note may be prepaid at any time, in whole or in part, without penalty or premium. 6. The MAKERS shall not be entitled to the cancellation, surrender or release of this Note unless and until all obligations hereunder and under the Credit Documents shall have been paid, discharged and fully satisfied. 2 37 7. All payments hereunder shall be applied first to interest due, and any balance shall be applied in reduction of principal. In no event shall the interest paid or agreed to be paid hereunder (including all other amounts taken, reserved or charged pursuant to this Note or any of the Credit Documents that under applicable law are deemed to constitute an interest charge) exceed the highest lawful rate permissible under applicable law; and, if under any circumstance whatsoever, fulfillment of any provision of this Note at the time of performance shall involve transcending the limit of validity prescribed by applicable law, then, IPSO FACTO, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any circumstance the Holder should receive as interest an amount that would exceed the highest lawful rate allowable under applicable law, such amount that would be excessive interest shall be applied to the reduction of the unpaid principal balance of this Note and not to the payment of interest, or if such excess interest exceeds the unpaid principal balance, such excess shall be refunded to the affected MAKER. 8. All payments of principal and/or interest hereunder shall be made in lawful money of the United States of America that is legal tender for public and private debts at the time of payment. 9. At the election of the Holder, and without further notice, the entire principal balance of this Note, together with all accrued interest thereon, shall be and become immediately due and payable upon any of the following events of default: (a) failure of either MAKER to pay principal or interest when the same shall become due and such failure continues for a period of thirty (30) days after written notice to MAKERS; (b) Holder, in good faith believes the prospect of payment or performance is impaired; (c) Either MAKER adopts a plan of liquidation or dissolution; (d) the MAKERS, or either of them, default upon any other obligation to the BANK; (e) Either MAKER suffers a material adverse change in financial condition or becomes insolvent; (f) the filing of a petition against either of the MAKERS for relief under any state or federal insolvency laws, including the Bankruptcy Code; (g) the acceleration of the maturity of any of the obligations of MAKERS, or either of them, to any other of its creditors; or (h) upon the occurrence of any event of default as defined in the Credit Documents, 3 38 subject in any case to compliance by the Holder with any notice requirements and any rights of the MAKERS to cure any such event of default; and thereupon the Holder shall have and may exercise any and all rights and remedies available at law or in equity, together with such other rights and remedies provided in the Credit Documents, and thereafter interest shall accrue and be due and payable on the entire principal balance of this Note at that rate of interest which is equal to two percent (2%) in excess of the Note Interest Rate in effect at the time. 10. The remedies of the Holder, as provided herein or in the Credit Documents, shall be cumulative and concurrent, and may be pursued singularly, successively or together, at the sole discretion of the Holder, and may be exercised as often as occasion therefor shall arise. No act or omission or commission of the Holder, including specifically any failure to exercise any right, remedy or recourse, shall be deemed to be a waiver or release of the same, such waiver or release to be effected only through a written document executed by the Holder, and then only to the extent specifically provided for therein. A waiver or release with reference to any one event shall not be construed as continuing or as a bar to or as a waiver or release of any subsequent right, remedy or recourse as to a subsequent event. 11. MAKER agrees to pay all taxes or duties assessed upon any property secured by the Credit Documents, and upon any of the indebtedness evidenced hereby, and to pay all costs, expenses and attorney's fees actually incurred by the Holder in any proceeding for the collection of any of the indebtedness evidenced hereby, in any foreclosure or other realization under the Credit Documents, in protecting or sustaining the lien and security interests intended to be afforded the Holder by the Credit Documents or in any litigation or controversy arising from or connected with this Note or the Credit Documents. 12. Each and every make, endorser, guarantor, surety, co-signor or accommodation party of this Note and all others who may become liable for the payment of all or any part of the obligations evidenced hereby, do hereby waive all valuation and appraisement procedures, demand, present for payment, protest, notice of protest and notice of nonpayment of this Note, dishonor and notice of dishonor, and do hereby consent to any number of renewals or extensions of the time of payment hereof and to any number of modifications or amendments of the terms of the Note and/or Credit Documents and agree that any such modifications, renewals or extensions may be made without notice to any of said persons or entities, and without affecting their liability hereon or in respect hereof, and further consent to the release of any part or parts or all of the security for the payment hereof, lack of diligence or delays in connection or enforcement of this Note, notice of intention to accelerate, the taking of additional security or other indulgences or forbearance and to the release of anyone liable hereon, all without affecting the liability of any other person or persons, firms, corporations or other entities liable for payment of this Note. 13. Payment of this Note may not be changed or terminated orally. 14. If any provision of this Note or any payments required of the MAKERS hereunder pursuant to the terms hereof shall be invalid or unenforceable to any extent, the 4 39 remainder of this Note and any other payments hereunder shall not be affected thereby and shall be enforceable to the extent permitted by law. 15. This Note shall be construed in accordance with the laws of the state of Indiana. Venue of any action brought for the purpose of enforcement of this Note shall be in any of the courts of general jurisdiction in Vanderburgh County, Indiana. 16. Whenever used herein, the singular shall include the plural, the plural the singular and the use of any gender shall include all genders. 17. THE MAKERS AND BANK EACH HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE. NO OFFICER OF BANK HAS AUTHORITY TO WAIVE, CONDITION OR MODIFY THIS PROVISION. 18. THIS NOTE WILL NOT HAVE FULLY AMORTIZED AT MATURITY. BANK IS UNDER NO OBLIGATION TO REFINANCE THIS NOTE UPON MATURITY. THE MAKERS WILL, THEREFORE, BE REQUIRED TO MAKE PAYMENT IN FULL AT MATURITY FROM OTHER ASSETS OR TO FIND A LENDER WILLING TO LEND THE FUNDS NECESSARY TO PAY THIS NOTE. IN ITS SOLE DISCRETION, BANK MAY ELECT TO LEND SUCH FUNDS AND CHARGE A RENEWAL FEE. 19. Neither Corporation nor LLC shall sell, transfer, assign, pledge or encumber or permit any levy or lien against any shares of stock now owned or later acquired in First Southern National Bank or United Trust, Inc., without the prior written consent of BANK. If any such stock interest is sold, transferred, assigned, pledged or encumbered, by operation of law or otherwise, without the prior written consent of the Holder hereof, the entire unpaid principal balance and interest on this Note shall be immediately due and payable. 20. This Note is a renewal of the obligations evidenced by the prior Promissory Note from MAKERS to the BANK dated August 20, 1999. 21. Corporation is a corporation duly organized and existing and in good standing under the laws of the state of Kentucky and, where required by law, is now, and will at all times be in good standing under the laws of its state of incorporation and the laws of any other jurisdiction in which it may be carrying on business. The execution, delivery and performance hereof have been duly authorized and all necessary action needed to effectuate the execution, delivery and performance hereof has been taken and done. 22. LLC is a limited liability company duly organized and existing and in good standing under the laws of the state of Kentucky and, where required by law, is now, and will at all times be in good standing under the laws of its state of organization and the laws of any other jurisdiction in which it may be carrying on business. The execution, delivery and 5 40 performance hereof have been duly authorized and all necessary action needed to effectuate the execution, delivery and performance hereof has been taken and done. FIRST SOUTHERN BANCORP, INC. By: /S/ JESS CORRELL Jess Correll, President FIRST SOUTHERN FUNDING, LLC By: /S/ JESS CORRELL Jess Correll, President and Manager 6 EX-99.K 4 0004.txt STOCK PURCHASE AGT .. FSBI, MELVILLE ET AL. 41 Exhibit K 42 COMMON STOCK PURCHASE AGREEMENT THIS COMMON STOCK PURCHASE AGREEMENT ("Agreement") is made as of February 13, 2001 by and among (i) FIRST SOUTHERN BANCORP, INC., a Kentucky corporation (the "PURCHASER"), and (ii) each of the individuals and entities identified on SCHEDULE I attached hereto (each a "SELLER" and collectively, the "SELLERS"). RECITALS Each Seller desires to sell, and the Purchaser desires to purchase, the number of shares of common stock of United Trust Group, Inc., an Illinois corporation ("UTG"), and/or First Commonwealth Corporation, a Virginia corporation ("FCC"), (the "SHARES") owned by such Seller as set forth on SCHEDULE I attached hereto, for the consideration and on the terms set forth in this Agreement. AGREEMENT The parties, intending to be legally bound, agree as follows: 1. SALE AND TRANSFER OF SHARES; CLOSING (a) SHARES. Subject to the terms and conditions of this Agreement, at the Closing, each Seller will sell and transfer the number of Shares set forth opposite such Seller's name on SCHEDULE I attached hereto, and the Purchaser will purchase such Shares from such Seller. (b) PURCHASE PRICE. The purchase price per Share will be $8.00 per Share of UTG and $200.00 per Share of FCC ("PURCHASE PRICE") (in the aggregate amounts as set forth on SCHEDULE I attached hereto) and will be payable in the form of a Note, substantially in the form attached hereto as EXHIBIT A (each a "NOTE" and collectively, the "NOTES"), payable in the face principal amount set forth opposite such Seller's name under the heading Principal Amount of Note on SCHEDULE I attached hereto. (c) CLOSING; CLOSING CONDITIONS. The closing of the purchase and sale (the "CLOSING") provided for in this Agreement will take place at a time and place agreed upon by the parties which time shall be as soon as practicable after the satisfaction of the conditions to the Closing set forth in this Section 1(c) but not later than ten (10) days from the date of such satisfaction (the "CLOSING DATE"). The Closing shall not occur unless (i) the Purchaser receives all approvals or clearances from any applicable governmental body that the Purchaser deems necessary or appropriate in connection with the transactions contemplated by this Agreement and (ii) the closing of the transactions contemplated by that certain Common Stock Purchase Agreement dated as of February 13, 2001 among the Purchaser, Larry E. Ryherd and certain others named therein, will occur simultaneously with the Closing contemplated under this Agreement. The 43 Purchaser will use its best efforts to obtain any government approvals or clearances it deems necessary or appropriate in connection with the transactions contemplated by this Agreement. (d) CLOSING OBLIGATIONS. At the Closing, each Seller will deliver to the Purchaser certificate(s) representing the number of Shares set forth opposite such Seller's name on SCHEDULE I attached hereto, duly endorsed (or accompanied by duly executed stock power(s)) for transfer to the Purchaser. At the Closing, the Purchaser will deliver to each Seller a Note duly executed on behalf of the Purchaser as set forth in Section 1(b) of this Agreement. 2. REPRESENTATIONS AND WARRANTIES OF SELLER. Each Seller represents and warrants to the Purchaser as follows: (a) BINDING OBLIGATION; INVESTMENT INTENT. This Agreement constitutes the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms. The Note being acquired pursuant hereto by such Seller is being acquired by such Seller with investment intent and not with a view towards resale or distribution. (b) GOOD TITLE, NO ENCUMBRANCES. Such Seller is and will be on the Closing Date the record and beneficial owner and holder of the Shares set forth opposite such Seller's name on SCHEDULE I attached hereto (except as otherwise indicated on such SCHEDULE I, e.g., if the Shares are held in the street name of the nominee of the record and beneficial owner or if the record and beneficial owner differ, such items shall also be designated on SCHEDULE I attached hereto), free and clear of any and all Encumbrances. Such Seller has and will have on the Closing Date full authority and power to transfer such Shares to the Purchaser in accordance with the terms and conditions of this Agreement. "Encumbrances" shall mean any charge, claim, community property interest, condition, equitable interest, lien, option, pledge, security interest, right of first refusal, proxy or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership. (c) BROKERS OR FINDERS. Each Seller and his, her or its agents and representatives have incurred no obligation or liability, contingent or otherwise, for brokerage or finders' fees or agents' commissions or other similar payment in connection with this Agreement and the transactions contemplated hereby and will indemnify and hold the Purchaser harmless from any such payment alleged to be due by or through such Seller as a result of the actions of such Seller or his, her or its agents and representatives. (d) MELVILLE WARRANTY. In addition to any other representations and warranties made by each Seller pursuant hereto, James E. Melville also individually represents and warrants that, with respect to each Seller pursuant hereto for which he is executing this Agreement as the trustee of such Seller, as such trustee he has full power and authority as of the date hereof and will have full power and authority on the Closing Date to enter into this Agreement on behalf of such Seller and to perform its obligations hereunder, including the transfer of the Shares held by such Seller to the Purchaser at the Closing in accordance with the terms and conditions of this Agreement. 2 44 3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser represents and warrants to each Seller as follows: (a) ORGANIZATION AND GOOD STANDING. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Kentucky. (b) BINDING OBLIGATION. This Agreement and the Notes constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with their respective terms. (c) BROKERS OR FINDERS. The Purchaser has incurred no obligation or liability, contingent or otherwise, for brokerage or finders' fees or agents' commissions or other similar payment in connection with this Agreement and the transactions contemplated hereby and will indemnify and hold each Seller harmless from any such payment alleged to be due by or through the Purchaser as a result of the actions of the Purchaser. 4. GENERAL PROVISIONS. (a) PARTIES IN INTEREST; ASSIGNMENT. Except as otherwise provided herein, all covenants and agreements contained in this Agreement by or on behalf of any party to this Agreement shall bind and inure to the benefit of their respective heirs, executors, successors and assigns, whether so expressed or not. Except as expressly provided otherwise herein, nothing in this Agreement is intended to confer upon any party other than the parties hereto and their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement. This Agreement is not assignable and any purported assignment shall be null and void; PROVIDED, HOWEVER, that, prior to the Closing, this Agreement, including the Purchaser's rights and obligations hereunder as well as under any Notes (or any replacements thereof), may be assigned by the Purchaser to (i) UTG or First Southern Funding, LLC without the consent of any of the Sellers or (ii) any other affiliate of the Purchaser with the consent of all of the Sellers which consent shall not be unreasonably withheld. (b) CONSTRUCTION; GOVERNING LAW. The section headings contained in this Agreement are inserted as a matter of convenience and shall not affect in any way the construction of the terms of this Agreement. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois, without regard to the principles of conflicts of laws thereof. (c) ENTIRE AGREEMENT; AMENDMENT AND WAIVER; SUBSTITUITION OF NOTE. This Agreement and the Schedule and Exhibit hereto, constitutes and contains the entire agreement among the parties hereto with respect to the transactions contemplated hereby and supersedes any prior writing by the parties. (d) COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same Agreement. 3 45 (e) EXPENSES. Every party hereto shall pay his, her or its respective legal and out-of-pocket expenses incurred in connection with this Agreement and the transactions contemplated hereby. (f) TIME OF ESSENCE. Time is of the essence to the performance of the obligations set forth in this Agreement. (g) MELVILLE INDEMNITY. James E. Melville will indemnify and hold harmless the Purchaser and its stockholders, directors, officers, controlling persons and affiliates (except any of the Sellers) (collectively, the "INDEMNIFIED PERSONS") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim, arising directly or indirectly from or in connection with Mr. Melville's breach of the representations and warranties contained in Section 2(d) of this Agreement. This right of indemnification is in addition to, and is not in lieu of, any other right or remedy which the Purchaser might have under this Agreement or otherwise, in law or in equity, against any of the Sellers (including Mr. Melville) arising from this Agreement, the Notes or the transactions contemplated hereby or thereby. (h) SELLERS' RELEASE. Each Seller, on behalf of him, her or itself and each of his, her or its affiliates, effective at the Closing Date, hereby releases and forever discharges the Purchaser, and its respective individual, joint or mutual, past, present and future representatives, affiliates, stockholders, controlling persons, subsidiaries, successors and assigns (individually, a "RELEASEE" and collectively, "RELEASEES") from any and all claims, demands, proceedings, causes of action, orders, obligations, contracts, agreements, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which such Seller or any of his, her or its respective affiliates now has, have ever had or may hereafter have as a shareholder of UTG and/or FCC or of any of their respective subsidiaries or affiliates, against the respective Releasees, (x) arising contemporaneously with or prior to the Closing Date or (y) on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date. This release shall not apply with respect to (i) any claims arising under this Agreement or the Notes (or any replacements thereof), and (ii) with respect solely to James E. Melville, any of the claims or other items excluded from the general release given by Mr. Melville in Section 3.A of that certain Agreement and Release, dated as of February 13, 2001, among FCC, UTG, the Purchaser and Mr. Melville (the "Agreement and Release"). (i) PURCHASER'S RELEASE. The Purchaser, on behalf of itself and each of its subsidiaries and affiliates, effective at the Closing Date, hereby releases and forever discharges each Seller, and his, her or its respective individual, joint or mutual, past, present and future representatives, affiliates, beneficiaries, controlling persons, successors and assigns (individually, a "SELLER RELEASEE" and collectively, "SELLER RELEASEES") from any and all claims, demands, proceedings, causes of action, orders, obligations, contracts, agreements, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both in law and in equity, which the Purchaser or any of its respective affiliates and subsidiaries now has, have ever had or may 4 46 hereafter have against the respective Seller Releasees arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date. This release shall not apply with respect to (i) any claims arising under this Agreement or the Notes (or any replacements thereof), and (ii) with respect solely to Mr. Melville, any of the claims or other items excluded from the general release given by the Purchaser, FCC, UTG and their respective subsidiaries and affiliates in Section 3.B of the Agreement and Release. [SIGNATURE PAGES FOLLOW] 5 47 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., James E. Melville and certain others effective as of the date first written on page 1 hereof. "PURCHASER" FIRST SOUTHERN BANCORP, INC. By: /S/ JESSE CORRELL Its: PRESIDENT [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., James E. Melville and certain others] 48 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., James E. Melville and certain others effective as of the date first written on page 1 hereof. "SELLER" /S/ JAMES E. MELVILLE JAMES E. MELVILLE [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., James E. Melville and certain others] 49 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., James E. Melville and certain others effective as of the date first written on page 1 hereof. "SELLER" /S/ BARBARA HARTMAN BARBARA HARTMAN [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., James E. Melville and certain others] 50 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., James E. Melville and certain others effective as of the date first written on page 1 hereof. "SELLER" BJM TRUST By: /S/ JAMES E. MELVILLE James E. Melville, Trustee [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., James E. Melville and certain others] 51 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., James E. Melville and certain others effective as of the date first written on page 1 hereof. "SELLER" MATTHEW C. HARTMAN TRUST By: /S/ JAMES E. MELVILLE James E. Melville, Trustee [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., James E. Melville and certain others] 52 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., James E. Melville and certain others effective as of the date first written on page 1 hereof. "SELLER" ZACHARY T. HARTMAN TRUST By: /S/ JAMES E. MELVILLE James E. Melville, Trustee [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., James E. Melville and certain others] 53 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., James E. Melville and certain others effective as of the date first written on page 1 hereof. "SELLER" ELIZABETH A. HARTMAN TRUST By: /S/ JAMES E. MELVILLE James E. Melville, Trustee [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., James E. Melville and certain others] 54 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., James E. Melville and certain others effective as of the date first written on page 1 hereof. "SELLER" MARGARET M. HARTMAN TRUST By: /S/ JAMES E. MELVILLE James E. Melville, Trustee [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., James E. Melville and certain others] 55
SCHEDULE I Name and Address Name of Name of Certificate Number of Principal Amt. OF SELLER (RECORD OWNER) BENEFICIAL OWNER NOMINEE NUMBER UTG SHARES OF NOTE James E. Melville & Barbara Hartman ____SAME_____ ____NA____ 42571 14,000 $112,000 JTWROS 2957 Battersea Pt. Springfield, IL 62704 James E. Melville ____SAME_____ ____NA____ 44758 2,500 $20,000 2957 Battersea Pt. Springfield, IL 62704 BJM Trust, ____SAME_____ ____NA____ 42752 3,000 $24,000 James E. Melville Trustee 2957 Battersea Pt. Springfield, IL 62704 Matthew C. Hartman Trust, ____SAME_____ ____NA____ 41569 750 $6,000 James E. Melville Trustee 2957 Battersea Pt. Springfield, IL 62704 Zachary T. Hartman Trust, ____SAME_____ ____NA____ 41570 750 $6,000 James E. Melville Trustee 2957 Battersea Pt. Springfield, IL 62704 Elizabeth A. Hartman Trust, ____SAME______ ___NA_____ 41566 750 $6,000 James E. Melville Trustee 2957 Battersea Pt. Springfield, IL 62704 Margaret M. Hartman Trust, ____SAME_____ ____NA____ 41568 750 $6,000 James E. Melville Trustee 2957 Battersea Pt. Springfield, IL 62704 Total UTG Shares 22,500 $180,000
[FN] Insert the name(s) of the beneficial owner(s) if it differs from the name of the record owner; if not, insert same. Insert the name of the nominee of the record and beneficial owner(s) if the Shares are held in street name; if the Shares are not held in street name, insert none. 56
Name and Address Name of Name of Certificate Number of Principal Amt. OF SELLER (RECORD OWNER) BENEFICIAL OWNER NOMINEE NUMBER FCC SHARES OF NOTE James E. Melville ____SAME_____ ____NA____ 30941 15 $ 3,000 2957 Battersea Pt. Springfield, IL 62704 James E. Melville ____SAME_____ ____NA____ 34188 134 $26,800 2957 Battersea Pt. Springfield, IL 62704 James E. Melville ____SAME_____ ____NA____ 34194 19 $ 3,800 2957 Battersea Pt. Springfield, IL 62704 James E. Melville & Barbara Hartman Jt. Ten. ____SAME_____ ____NA____ 33854 376 $75,200 2957 Battersea Pt. Springfield, IL 62704 Total FCC Shares 544 $108,800
[FN] Insert the name(s) of the beneficial owner(s) if it differs from the name of the record owner; if not, insert same. Insert the name of the nominee of the record and beneficial owner(s) if the Shares are held in street name; if the Shares are not held in street name, insert none. 57 EXHIBIT A Form of Note 58 NON-NEGOTIABLE PROMISSORY NOTE $------------- ----------,------------ ____________ ___, 2001 FOR VALUE RECEIVED, the undersigned, FIRST SOUTHERN BANCORP, INC., a Kentucky corporation ("MAKER"), having an address of ______________________________ hereby promises and agrees to pay to ___________________, ("PAYEE"), having an address of _______________________________, the aggregate principal sum of _________________ DOLLARS ($___________), together with interest thereon as hereinafter provided, in lawful money of the United States of America, in the manner set forth herein, on or before the date _____________, 2006 (the "MATURITY DATE"). This Note is being issued pursuant to that certain Common Stock Purchase Agreement, dated as of _____________, 2001, among the Maker, Payee and certain others named therein and shall be governed by the terms thereof (the "PURCHASE AGREEMENT"). This Note is one of several notes issued pursuant to the Purchase Agreement. The principal of this Note prior to any default hereunder shall accrue interest on the unpaid principal balance hereof at the rate of 7% per annum. All interest on this Note shall be computed daily on the basis of the actual number of days elapsed over a year assumed to consist of three hundred sixty-five (365) days. All accrued and unpaid interest on this Note shall be paid quarterly on the last day of each March, June, September and December of each year and on the Maturity Date and any other date on which the unpaid principal balance of this Note is paid in full until the principal balance of this Note is paid. Such payment of interest shall commence on the first day referenced in the foregoing sentence to occur after the date of this Note. Principal of this Note shall be paid as follows: 20% of the face principal amount of this Note shall be paid on the date that is one (1) year from the date of this Note; 20% of the face principal amount of this Note shall be paid on the date that is two (2) years from the date of this Note; 20% of the face principal amount of this Note shall be paid on the date that is three (3) years from the date of this Note; 20% of the face principal amount of this Note shall be paid on the date that is four (4) years from the date of this Note; and the remaining 20% of the face principal amount of this Note shall be paid on the Maturity Date. Notwithstanding the foregoing, principal of this Note may be prepaid in whole or in part without penalty or premium at any time prior to maturity; provided, however, that Maker shall not be entitled to reborrow any amounts so prepaid. All prepayments shall be applied to the indebtedness owing hereunder in such order and manner as Payee may from time to time determine in its sole discretion. 1 59 All payments of principal and interest and any other sums due under this Note shall be made by check or money order to Payee at the address first set forth above for the Payee in this Note or at such other address as may be designated in writing by the Payee; PROVIDED, HOWEVER, that if all the Payees on this Note and the other Notes issued pursuant to the Purchase Agreement give Maker joint written instructions at least ten (10) days prior to the date when any payment is due under this Note and such other Notes that all such payments under this Note and such other Notes be made in one lump sum payment by wire transfer to one account and such instructions contain appropriate account information, Maker shall make such payment to such account in immediately available funds on the date such payment is due as well as all subsequent payments under this Note and such other Notes when and as due until notified otherwise in writing by all such Payees. Unless otherwise agreed to, in writing, or otherwise required by applicable law, payments will be applied among principal, interest, late charges, collection costs and other charges at Payee's discretion. The occurrence of any one or more of the following shall constitute a default under this Note: [i] if principal or interest under this Note is not paid as and when due; [ii] a proceeding being filed or commenced against Maker for dissolution or liquidation that is not dismissed within thirty (30) days after filing, or Maker voluntarily or involuntarily terminating or dissolving or being terminated or dissolved; or [iii] insolvency of, business failure of, the appointment of a custodian, trustee, liquidator or receiver for or for any of the property of, or an assignment for the benefit of creditors by or the filing of a petition under bankruptcy, insolvency or debtor's relief law, or for any readjustment of indebtedness, composition or extension by, Maker, or against (if not dismissed within thirty (30) days) Maker. Maker shall notify the Payee in writing of the occurrence of any of the foregoing items [ii] or [iii]. Whenever there is a default under this Note (other than a default due to the failure to pay the principal or interest under this Note when and as due) the entire principal balance of and all accrued interest on this Note shall, at the option of Payee, become forthwith due and payable upon demand by Payee if within ten (10) days after written notice of such default from Payee is received by Maker, Maker fails to cure such default within such ten-day period. Whenever there is a default under this Note due to the failure of Maker to pay the principal or interest under this Note when and as due, the entire principal balance of and all accrued interest on this Note shall, at the option of the Payee, become forthwith due and payable upon demand by Payee if within three (3) days after written notice of such default from Payee is received by Maker, Maker fails to cure such default within such three-day period; PROVIDED, HOWEVER, that if the default is with respect to any payment to be made by wire transfer in accordance herewith, the entire principal balance of and all accrued interest on this Note shall, at the option of the Payee, become forthwith due and payable upon demand by Payee if within two (2) days after written or oral notice of such default from the Payee is received by Maker, Maker fails to cure such default within such two-day period. If the date of any payment of interest or principal under this Note or the last day of any grace period provided under this Note shall fall on a date which is a Saturday, a Sunday, or a holiday on which national or state banks located in Kentucky are generally not open for business, then such payment shall be deemed due on, and the last day of such grace period shall be deemed to be, the next day (other than a Saturday or Sunday) on which national or state banks located in Kentucky are generally open for business. Upon any uncured default, including failure to pay upon final maturity, Payee, at its option, may also, if permitted under 2 60 applicable law, do one or both of the following: (a) increase the applicable interest rate on this Note by three (3) percentage points, and (b) add, on the date of such increase, any unpaid accrued interest to principal and such sum will bear interest therefrom until paid at the rate provided in this Note (including any increased rate). Notwithstanding anything herein to the contrary, the interest rate on this Note will not exceed the maximum rate permitted by applicable law. Failure of the holder of this Note to exercise any of its rights and remedies shall not constitute a waiver of the right to exercise the same at that or any other time. All rights and remedies of the holder for default under this Note shall be cumulative to the greatest extent permitted by law. Time shall be of the essence in the payment of all interest and principal on this Note and the performance of Maker's other obligations under this Note. If there is any default under this Note, and this Note is placed in the hands of an attorney for collection or is collected through any court, including any bankruptcy court, Maker promises to pay to the holder hereof its reasonable attorneys' fees and court costs incurred in collecting or attempting to collect or securing or attempting to secure this Note, provided the same is legally allowed by the laws of the State of Illinois. If any provision, or portion thereof, of this Note, or the application thereof to any persons or circumstances shall to any extent be invalid or unenforceable, the remainder of this Note, or the application of such provision, or portion thereof, to any other person or circumstances shall not be affected thereby, and each provision of this Note shall be valid and enforceable to the fullest extent permitted by law. Maker and any other party who may become primarily or secondarily liable for any of the obligations of Maker hereunder hereby, except where otherwise provided herein, jointly and severally waive presentment, demand, notice of dishonor, protest, notice of protest, and diligence in collection, and further waive all exemptions to which they may now or hereafter be entitled under the laws of this or any other state or of the United States, and further agree that the holder of this Note shall have the right without notice, to deal in any way, at any time, with Maker, or any guarantor of this Note or with any other party who may become primarily or secondarily liable for, or pledge any collateral as security for, any of the obligations of Maker under this Note and to grant any extension of time for payment of this Note or any other indulgence or forbearance whatsoever, and may release any security for the payment of this Note and/or modify the terms of any document securing or pertaining to this Note, without in any way affecting the liability of Maker, or such other party who may pledge any collateral as security for, or become primarily or secondarily liable for, the obligations of Maker hereunder and without waiving any rights the holder may have hereunder or by virtue of the laws of the State of Illinois or any other state of the Unites States. {END OF TEXT} 3 61 "Maker" FIRST SOUTHERN BANCORP, INC. By:________________________________ (signature) Name:______________________________ (type or print) Title:_____________________________ 4 EX-99.L 5 0005.txt STOCK PURCHASE AGT .. FSBI, RYHERD ET AL. 62 Exhibit L 63 COMMON STOCK PURCHASE AGREEMENT THIS COMMON STOCK PURCHASE AGREEMENT ("Agreement") is made as of February 13, 2001 by and among (i) FIRST SOUTHERN BANCORP, INC., a Kentucky corporation (the "PURCHASER"), (ii) each of the individuals and entities identified on SCHEDULE I and SCHEDULE II attached hereto (each a "SELLER" and collectively, the "SELLERS"), and (iii) LARRY E. RYHERD, an individual (the "SELLERS' AGENT"). This Agreement is also joined in by the persons identified on SCHEDULE III attached hereto who are the beneficiaries of certain trusts or similar arrangements that hold Shares (as defined below) that are being sold by certain Sellers pursuant hereto (each a "BENEFICIARY" and collectively, the "BENEFICIARIES"). RECITALS Each Seller desires to sell, and the Purchaser desires to purchase, the number of shares of common stock of United Trust Group, Inc., an Illinois corporation ("UTG") (the "SHARES") owned by such Seller as set forth on SCHEDULE I and/or SCHEDULE II attached hereto, for the consideration and on the terms set forth in this Agreement. AGREEMENT The parties, intending to be legally bound, agree as follows: 1. SALE AND TRANSFER OF SHARES; CLOSING; SELLERS' AGENT (a) SHARES. Subject to the terms and conditions of this Agreement, at the Closing, each Seller will sell and transfer the number of Shares set forth opposite such Seller's name on SCHEDULE I and/or SCHEDULE II attached hereto, and the Purchaser will purchase such Shares from such Seller. (b) PURCHASE PRICE. The purchase price per Share for the Shares listed on SCHEDULE I and SCHEDULE II attached hereto will be $8.00 ("PURCHASE PRICE") (in the total aggregate amounts set forth respectively on SCHEDULE I and SCHEDULE II attached hereto) and will be payable as follows: (1) with respect to the Shares listed on SCHEDULE I attached hereto: [A] $881,874 to the Sellers' Agent by check or money order payable to the Sellers' Agent, which amount represents approximately 20% of the aggregate Purchase Price to be paid by the Purchaser for all of the Shares listed on SCHEDULE I attached hereto and being purchased hereunder; and [B] a Note, substantially in the form attached hereto as EXHIBIT A (the "NOTE"), payable to the Sellers' Agent in the face principal amount of $3,527,494, which 1 64 amount represents the remaining 80% of the aggregate Purchase Price to be paid by the Purchaser for all of the Shares listed on SCHEDULE I attached hereto and being purchased hereunder. (2) with respect to the Shares listed on SCHEDULE II attached hereto, by check or money order made payable to each Seller listed on SCHEDULE II attached hereto in an amount equal to the amount obtained by multiplying the number of Shares set forth opposite such Seller's name on SCHEDULE II attached hereto by the Purchase Price. (c) SELLERS' AGENT. Each of the Sellers individually, and all of the Sellers collectively, constitute and appoint the Sellers' Agent and his successor as their agent and attorney-in-fact, for and on behalf of each of them as Sellers, (a) to execute and deliver this Agreement as the Sellers' Agent, (b) to perform all acts which, by the provisions of this Agreement, are to be performed by the Sellers' Agent, (c) to receive for the benefit of the Sellers payment from the Purchaser of the Purchase Price for the Shares being purchased hereunder (including any payments of principal and interest on the Note and any Note(s) issued in replacement thereof) as described in this Section 1, and (d) generally to act for and on behalf of the Sellers and each of them in all matters connected herewith, with the same force and effect as though such act had be taken by them, or any of them, personally. The Purchaser shall be entitled to rely, and be protected in acting or restraining from acting upon, any instrument furnished to the Purchaser by the Sellers' Agent. Specifically but without limitation, the Purchaser shall be entitled to deliver and make payments (including payments under the Note or any replacement thereof) of the Purchase Price for the Shares being purchased hereunder to the Sellers' Agent in accordance with the terms of this Agreement and of the Note and shall be protected from any claim, charge, action, suit or other proceeding by any of the Sellers or any of the Beneficiaries in connection therewith for so long as the Purchaser continues to make payments of the Purchase Price to the Sellers' Agent under this Agreement and the Note (or any replacement thereof) when and as due in accordance with the terms hereof and thereof or until modified in accordance with Section 4(c) of this Agreement. (d) CLOSING; CLOSING CONDITIONS. The closing of the purchase and sale (the "CLOSING") provided for in this Agreement will take place at a time and place agreed upon by the parties which time shall be as soon as practicable after the satisfaction of the conditions to the Closing set forth in this Section 1(d) but not later than ten (10) days from the date of such satisfaction (the "CLOSING DATE"). The Closing shall not occur unless (i) the Purchaser receives all approvals or clearances from any applicable governmental body that the Purchaser deems necessary or appropriate in connection with the transactions contemplated by this Agreement and (ii) the closing of the transactions contemplated by that certain Common Stock Purchase Agreement dated as of February 13, 2001 among the Purchaser, James E. Melville and certain others named therein will occur simultaneously with the Closing contemplated under this Agreement. The Purchaser will use its best efforts to obtain any government approvals and clearances it deems necessary or appropriate in connection with the transactions contemplated by this Agreement. 2 65 (e) CLOSING OBLIGATIONS. At the Closing, each Seller will deliver to the Purchaser certificate(s) representing the number of Shares set forth opposite such Seller's name on SCHEDULE I and/or SCHEDULE II attached hereto, as applicable, duly endorsed (or accompanied by duly executed stock power(s)) for transfer to the Purchaser. At the Closing, the Purchaser will deliver to the Sellers' Agent (i) the payment of the portion of the aggregate Purchase Price for the Shares listed on SCHEDULE I attached hereto as set forth in Section 1(b)(1)[A] hereof, (ii) the Note duly executed on behalf of the Purchaser as described in Section 1(b)(1)[B] hereof, and (iii) the checks or money orders for the Purchase Price for the Shares listed on SCHEDULE II attached hereto as set forth in Section 1(b)(2) hereof. If the Purchaser receives from the Sellers' Agent written instructions at least five (5) days prior to the Closing Date to send payment for the portion of the aggregate Purchase Price for the Shares listed on SCHEDULE I attached hereto as described in Section 1(b)(1)[A] hereof by wire transfer to one account with appropriate account information, the Purchaser shall make such payment in immediately available funds to such account on the Closing Date. 2. REPRESENTATIONS AND WARRANTIES OF SELLER. Each Seller represents and warrants to the Purchaser as follows: (a) BINDING OBLIGATION; INVESTMENT INTENT. This Agreement constitutes the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms. The Note(s) being acquired pursuant hereto by or on behalf of such Seller, if applicable to such Seller, is being acquired by such Seller with investment intent and not with a view towards resale or distribution. (b) GOOD TITLE, NO ENCUMBRANCES. Such Seller is and will be on the Closing Date the record and beneficial owner and holder of the Shares set forth opposite such Seller's name on SCHEDULE I and/or SCHEDULE II attached hereto as applicable (except as otherwise indicated on such SCHEDULES, e.g., if the Shares are held in the street name of the nominee of the record or beneficial owner or if the record or beneficial owner differ, such items shall also be designated on SCHEDULE I and/or SCHEDULE II attached hereto as applicable), free and clear of any and all Encumbrances. Such Seller has and will have on the Closing Date full authority and power to transfer such Shares to the Purchaser in accordance with the terms and conditions of this Agreement. "Encumbrances" shall mean any charge, claim, community property interest, condition, equitable interest, lien, option, pledge, security interest, right of first refusal, proxy or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership. (c) BROKERS OR FINDERS. Each Seller and his, her or its agents and representatives have incurred no obligation or liability, contingent or otherwise, for brokerage or finders' fees or agents' commissions or other similar payment in connection with this Agreement and the transactions contemplated hereby and will indemnify and hold the Purchaser harmless from any such 3 66 payment alleged to be due by or through such Seller as a result of the actions of such Seller or his, her or its agents and representatives. 3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser represents and warrants to each Seller as follows: (a) ORGANIZATION AND GOOD STANDING. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Kentucky. (b) BINDING OBLIGATION. This Agreement and the Note constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with their respective terms. (c) BROKERS OR FINDERS. The Purchaser has incurred no obligation or liability, contingent or otherwise, for brokerage or finders' fees or agents' commissions or other similar payment in connection with this Agreement and the transactions contemplated hereby and will indemnify and hold each Seller harmless from any such payment alleged to be due by or through the Purchaser as a result of the actions of the Purchaser. 4. GENERAL PROVISIONS. (a) PARTIES IN INTEREST; ASSIGNMENT. Except as otherwise provided herein, all covenants and agreements contained in this Agreement by or on behalf of any party to this Agreement shall bind and inure to the benefit of their respective heirs, executors, successors and assigns, whether so expressed or not. Except as expressly provided otherwise herein, nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto and their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement. This Agreement is not assignable and any purported assignment shall be null and void; PROVIDED, HOWEVER, that, in the event the Purchaser is unable to obtain the governmental or regulatory approvals and clearances necessary or appropriate for the Purchaser to purchase the Shares or otherwise perform its obligations hereunder, then, prior to the Closing, this Agreement, including the Purchaser's rights and obligations hereunder as well as under the Note (or any replacements thereof), may be assigned by the Purchaser to (i) UTG or First Southern Funding, LLC without the consent of any of the parties hereto or (ii) any other affiliate of the Purchaser with the consent of all of the parties hereto which consent shall not be unreasonably withheld. (b) CONSTRUCTION; GOVERNING LAW. The section headings contained in this Agreement are inserted as a matter of convenience and shall not affect in any way the construction of the terms of this Agreement. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois, without regard to the principles of conflicts of laws thereof. (c) ENTIRE AGREEMENT; AMENDMENT AND WAIVER; SUBSTITUITION OF NOTE. This Agreement and the Schedules and Exhibit hereto, constitutes and contains the entire 4 67 agreement between the parties hereto with respect to the transactions contemplated hereby and supersedes any prior writing by the parties. The parties hereto agree that at any time while there remains an outstanding principal balance on the Note, the Sellers listed on SCHEDULE I attached hereto may request (as evidenced by a written instrument to that effect signed by all such Sellers) that the Note issued to the Sellers' Agent pursuant to this Agreement be canceled and replaced by notes (substantially similar in form to the Note except as otherwise indicated below) issued and made payable to each such Seller for their pro rata portion (which shall be indicated in the written instrument delivered by such Sellers to the Purchaser) of the then unpaid principal amount of and accrued and unpaid interest on the Note. Payment under any such notes will be made by check or money order directly to each such Seller as such Seller directs the Purchaser in writing. (d) COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same Agreement. (e) EXPENSES. Every party hereto shall pay his, her or its respective legal and out-of-pocket expenses incurred in connection with this Agreement and the transactions contemplated hereby. (f) TIME OF ESSENCE. Time is of the essence to the performance of the obligations set forth in this Agreement. (g) SELLERS' RELEASE. Each Seller, on behalf of him, her or itself and each of his, her or its affiliates (including without limitation each Beneficiary), effective at the Closing Date, hereby releases and forever discharges the Purchaser, and its respective individual, joint or mutual, past, present and future representatives, affiliates, stockholders, controlling persons, subsidiaries, successors and assigns (individually, a "RELEASEE" and collectively, "RELEASEES") from any and all claims, demands, proceedings, causes of action, orders, obligations, contracts, agreements, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which such Seller or any of his, her or its respective affiliates now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date. This release shall not apply with respect to (i) any claims arising under this Agreement or the Note (or any replacements thereof), and (ii) with respect solely to Larry E. Ryherd, (a) any claims arising under that certain Employment Agreement, dated July 31, 1997, between Mr. Ryherd and First Commonwealth Corporation (the "RYHERD EMPLOYMENT AGREEMENT"), (b) any claims for payment pursuant to annuity contracts or life insurance policies between Mr. Ryherd and UTG or any of its affiliates (the "Insurance Contracts"), and (c) any rights to indemnification or reimbursement from the Purchaser or any other Releasee that Mr. Ryherd might have based on his capacity as an officer or director of any of the same, whether pursuant to their respective organizational documents, contract or otherwise. 5 68 (h) PURCHASER'S RELEASE. The Purchaser, on behalf of itself and each of its subsidiaries and affiliates, effective at the Closing Date, hereby releases and forever discharges each Seller, and his, her or its respective individual, joint or mutual, past, present and future representatives, affiliates, beneficiaries, controlling persons, successors and assigns (individually, a "SELLER RELEASEE" and collectively, "SELLER RELEASEES") from any and all claims, demands, proceedings, causes of action, orders, obligations, contracts, agreements, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both in law and in equity, which the Purchaser or any of its respective affiliates and subsidiaries now has, have ever had or may hereafter have against the respective Seller Releasees arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date. This release shall not apply with respect to (i) any claims arising under this Agreement or the Note (or any replacements thereof), and (ii) with respect solely to Mr. Ryherd, any claims under the Ryherd Employment Agreement or any of the Insurance Contracts. (i) NON-DISPARAGEMENT. Each Seller hereby agrees that he, she or it will not, directly or indirectly, publicly or privately, disparage the Purchaser, UTG or any of their subsidiaries or affiliates. A statement made under oath in response to valid subpoena or during a proceeding before a court or government agency shall not be deemed a violation of this Section 4(i). (j) BENEFICIARY CONSENT. Each Beneficiary joins in this Agreement for purposes of acknowledging and giving such Beneficiary's consent to this Agreement and the transactions contemplated hereby. Each party to this Agreement who but for being, and having executed this Agreement as, a Seller would have been a Beneficiary under this Agreement by virtue of being the beneficiary of one or more other Sellers under this Agreement, by his or her execution of this Agreement as a Seller also acknowledges and gives his or her consent to this Agreement in his or her capacity as a beneficiary of such other Seller(s) under this Agreement. [SIGNATURE PAGES FOLLOW] 6 69 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others effective as of the date first written on page 1 hereof. "THE PURCHASER" FIRST SOUTHERN BANCORP, INC. By:/S/ JESS CORRELL Its: PRESIDENT [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others] 70 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others effective as of the date first written on page 1 hereof. "SELLER" /S/ LARRY E. RYHERD LARRY E. RYHERD [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others] 71 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others effective as of the date first written on page 1 hereof. "SELLER" /S/ DOROTHY L. RYHERD DOROTHY L. RYHERD [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others] 72 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others effective as of the date first written on page 1 hereof. "SELLER" /S/ SHARI LYNNETTE SERR SHARI LYNNETTE SERR [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others] 73 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others effective as of the date first written on page 1 hereof. "SELLER" /S/ JARAD JOHN RYHERD JARAD JOHN RYHERD [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others] 74 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others effective as of the date first written on page 1 hereof. "SELLER" /S/ DEREK SCOTT RYHERD DEREK SCOTT RYHERD [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others] 75 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others effective as of the date first written on page 1 hereof. "SELLER" /S/ DOROTHY L. RYHERD DOROTHY L. RYHERD, Custodian for Casey Jaye Serr UGMA IL [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others] 76 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others effective as of the date first written on page 1 hereof. "SELLER" /S/ LARRY E. RYHERD LARRY E. RHYERD, Custodian for Casey Jaye Serr UGMA IL [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others] 77 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others effective as of the date first written on page 1 hereof. "SELLER" /S/ STEVEN W. SERR STEVEN W. SERR [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others] 78 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others effective as of the date first written on page 1 hereof. "SELLER" HALCIE B. BROWN (Print Name of Person or Entity or Trust) /S/ HALCIE B. BROWN Signature _______________________________________ (Print Name and Title of signatory IF signing on behalf of an Entity or Trust) [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others] 79 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others effective as of the date first written on page 1 hereof. "SELLER" /S/ DOUGLAS W. RYHERD DOUGLAS W. RYHERD [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others] 80 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others effective as of the date first written on page 1 hereof. "SELLER" /S/ SUSAN J. RYHERD SUSAN J. RYHERD [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others] 81 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others effective as of the date first written on page 1 hereof. "SELLER" /S/ DOUGLAS W. RYHERD CUSTODIAN FOR BRYAN D. RYHERD UGMA, IL DOUGLAS W. RYHERD, Custodian for Bryan D. Ryherd UGMA, IL [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others] 82 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others effective as of the date first written on page 1 hereof. "SELLER" /S/ DOUGLAS W. RYHERD CUSTODIAN FOR EVAN RYHERD UGMA, IL DOUGLAS W. RYHERD, Custodian for Evan Ryherd UGMA IL [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others] 83 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others effective as of the date first written on page 1 hereof. "SELLER" SUSAN J. RYHERD ELLA E. CAMPBELL JT TEN (Print Name of Person or Entity or Trust) /S/ SUSAN J. RYHERD /S/ ELLA E. CAMPBELL JT. TEN. (Signature) _______________________________________ (Print Name and Title of signatory IF signing on behalf of an Entity or Trust) [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others] 84 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others effective as of the date first written on page 1 hereof. "SELLER" /S/ DOUGLAS W. RYHERD CUSTODIAN FOR JORDAN RAY RYHERD UGMA, IL DOUGLAS W. RYHERD, Custodian for Jordan Ray Ryherd UGMA, IL [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others] 85 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others effective as of the date first written on page 1 hereof. "SELLER" ILLINOIS NATIONAL BANK, Successor Trustee of the Jarad John Ryherd Irrevocable Trust Under Agreement dated December 30, 1987 By: /S/ PATRICK PHALEN Its: SVP & TRUST OFFICER [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others] 86 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others effective as of the date first written on page 1 hereof. "SELLER" ILLINOIS NATIONAL BANK, Successor Trustee of the Derek Scott Ryherd Irrevocable Trust Under Agreement dated December 30, 1987 By: /S/ PATRICK PHALEN Its: SVP & TRUST OFFICER [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others] 87 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others effective as of the date first written on page 1 hereof. "SELLER" ILLINOIS NATIONAL BANK, Successor Trustee of the Shari Lynnette Serr Irrevocable Trust Under Agreement dated December 30, 1987 By:/S/ PATRICK PHALEN Its: SVP & TRUST OFFICER [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others] 88 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others effective as of the date first written on page 1 hereof. "SELLER" DOUGLAS W. RYHERD - IRA By: /S/ DOUGLAS W. RYHERD IRA Its:_________________________________ [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others] 89 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others effective as of the date first written on page 1 hereof. "THE SELLERS' AGENT" /S/ LARRY RYHERD LARRY RYHERD [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others] 90 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others effective as of the date first written on page 1 hereof. "BENEFICIARY" /S/ LARRY RYHERD, GRANDFATHER CASEY JAYE SERR [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others] 91 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others effective as of the date first written on page 1 hereof. "BENEFICIARY" /S/ DOUGLAS RYHERD, FATHER BRYAN D. RYHERD [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others] 92 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others effective as of the date first written on page 1 hereof. "BENEFICIARY" /S/ DOUGLAS RYHERD, FATHER EVAN RYHERD [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others] 93 IN WITNESS WHEREOF, the undersigned party has executed this counterpart signature page to this Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others effective as of the date first written on page 1 hereof. "BENEFICIARY" /S/ DOUGLAS RYHERD, FATHER JORDAN RAY RYHERD [Signature Page to Common Stock Purchase Agreement among First Southern Bancorp, Inc., Larry E. Ryherd and certain others] 94
SCHEDULE I Name and Address Name of Name of Certificate Number of OF SELLER (RECORD OWNER) BENEFICIAL OWNE NOMINEE NUMBER UTG SHARES Larry E. Ryherd _____SAME____ ___NONE___ 51693 111,091 12 Red Bud Run Springfield, IL 62707 Larry E. Ryherd _____SAME____ ___NONE___ 51694 50,000 12 Red Bud Run Springfield, IL 62707 Larry E. Ryherd _____SAME____ ___NONE___ 51695 10,000 12 Red Bud Run Springfield, IL 62707 Larry E. Ryherd _____SAME____ ___NONE___ 51696 10,000 12 Red Bud Run Springfield, IL 62707 Dorothy L. Ryherd _____SAME____ ___NONE___ 43345 150,050 12 Red Bud Run Springfield, IL 62707 Douglas W. Ryherd and Susan J. Ryherd, Jt. Ten. _____SAME____ ___NONE___ 43347 22,780 3101 Markwood Springfield, IL 62707 Larry Ryherd Irrevocable Child Trust Agreement INB:(fbo Shari Lynnette Serr) SHARI LYNNETTE SERR __________ _____ 50,000 322 E. Capitol Springfield, Il 62707 Larry Ryherd Irrevocable Child Trust Agreement INB:(fbo Derek Scott Ryherd) DEREK SCOTT RYHERD __________ _____ 50,000 322 E. Capitol Springfield, IL 62701 Larry Ryherd Irrevocable Child Trust Agreement INB:(fbo Jarad John Ryherd) JARAD JOHN RYHERD __________ _____ 50,000 322 E. Capitol Springfield, IL 62701 ___________________________
[FN] Insert the name(s) of the beneficial owner(s) if it differs from the name of the record owner; if not, insert same. Insert the name of the nominee of the record and beneficial owner(s) if the Shares are held in street name; if the Shares are not held in street name, insert none. 95
Name and Address Name of Name of Certificate Number of OF SELLER (RECORD OWNER) BENEFICIAL OWNER NOMINEE NUMBER UTG SHARES Larry Ryherd Irrevocable Child Trust Agreement INB:(fbo Shari Lynnette Serr) SHARI LYNNETTE SERR __________ _____ 15,750 322 E. Capitol Springfield, IL 62701 Larry Ryherd Irrevocable Child Trust Agreement INB:(fbo Derek Scott Ryherd) DEREK SCOTT RYHERD __________ _____ 15,750 322 E. Capitol Springfield, IL 62701 Larry Ryherd Irrevocable Child Trust Agreement INB:(fbo Jarad John Ryherd) JARAD JOHN RYHERD __________ _____ 15,750 322 E. Capitol Springfield, IL 62701 Total UTG Shares 551,171 Aggregate Purchase Price for such Shares $4,409,368
[FN] Insert the name(s) of the beneficial owner(s) if it differs from the name of the record owner; if not, insert same. Insert the name of the nominee of the record and beneficial owner(s) if the Shares are held in street name; if the Shares are not held in street name, insert none. 96
SCHEDULE II Name and Address Name of Name of Certificate Number of OF SELLER (RECORD OWNER) BENEFICIAL OWNER NOMINEE NUMBER UTG SHARES Shari Lynnette Serr _____SAME____ ___NONE___ 43525 2,700 2100 Central Pt. Rd. Cantrall, IL 62625 Jarad John Ryherd _____SAME____ ___NONE___ 43350 1,900 8 Ringway Ct St. Charles, MO 63303 Derek Scott Ryherd _____SAME____ ___NONE___ 50760 38 6836 Ninebark Springfield, IL 62707 Casey Jaye Serr - Dorothy L. Ryherd Custodian UGMA IL CASEY JAYE SERR ___NONE___ 44617 2,000 12 Red Bud Run Springfield, IL 62707 Casey Jaye Serr - Larry E. Ryherd Custodian UGMA IL CASEY JAYE SERR ___NONE___ 44832 160 12 Red Bud Run Springfield, IL 62707 Steven W. Serr _____SAME____ ___NONE___ 43526 78 2100 Central Pt. Rd. Springfield, IL 62707 Halcie B. Brown _____SAME____ ___NONE___ 40412 60 17200 E. 44th St. Ct. Independence, MO 64055 Douglas W. Ryherd _____SAME____ ___NONE___ 51689 40 3101 Markwood Springfield, IL 62707 Douglas W. Ryherd _____SAME____ ___NONE___ 51690 839 3101 Markwood Springfield, Il 62707
[FN] Insert the name(s) of the beneficial owner(s) if it differs from the name of the record owner; if not, insert same. Insert the name of the nominee of the record and beneficial owner(s) if the Shares are held in street name; if the Shares are not held in street name, insert none. 97
Name and Address Name of Name of Certificate Number of OF SELLER (RECORD OWNER) BENEFICIAL OWNER NOMINEE NUMBER UTG SHARES Bryan D. Ryherd - Douglas W. Ryherd Custodian UGMA IL BRYAN D. RYHERD ___NONE___ 43343 137 3101 Markwood Springfield, IL 62707 Evan Ryherd - Douglas W. Ryherd Custodian UGMA IL EVAN RYHERD ___NONE___ 43348 116 3101 Markwood Springfield, IL 62707 Ella E. Campbell and Susan J. Ryherd, Jt. Ten. ____SAME_____ ___NONE___ 43352 132 3101 Markwood Springfield, IL 62707 Jordan Ray Ryherd - Douglas W. Ryherd Custodian UGMA IL JORDAN RAY RYHERD ___NONE___ 44731 6 3101 Markwood Springfield, IL 62707 Derek Ryherd ____SAME_____ ___NONE___ STREET NAME 63 6836 Nine Bark Springfield, IL 62707 Douglas W. Ryherd - IRA _____________ __________ _____ 3,775 3101 Markwood Springfield, IL 62707 Total UTG Shares 12,044 Aggregate Purchase Price for such Shares $96,352
[FN] Insert the name(s) of the beneficial owner(s) if it differs from the name of the record owner; if not, insert same. Insert the name of the nominee of the record and beneficial owner(s) if the Shares are held in street name; if the Shares are not held in street name, insert none. 98 SCHEDULE III NAME AND ADDRESS OF BENEFICIARIES Casey Jaye Serr 2100 Central Pt. Rd. Cantrall, IL 62625 Bryan D. Ryherd 3101 Markwood Springfield, IL 62707 Evan Ryherd 3101 Markwood Springfield, IL 62707 Jordan Jay Ryherd 3101 Markwood Springfield, IL 62707 99 EXHIBIT A Form of Note 100 NON-NEGOTIABLE PROMISSORY NOTE $------------- ----------,------------ ____________ ___, 2001 FOR VALUE RECEIVED, the undersigned, FIRST SOUTHERN BANCORP, INC., a Kentucky corporation ("MAKER"), having an address of ____________________________________________, hereby promises and agrees to pay to LARRY RYHERD, as the Sellers' Agent for the benefit of the Sellers (each as defined in the Purchase Agreement referenced below) listed on SCHEDULE I to the Purchase Agreement ("PAYEE"), having an address of _____________________________, the aggregate principal sum of ____________ DOLLARS ($________________.00), together with interest thereon as hereinafter provided, in lawful money of the United States of America, in the manner set forth herein, on or before the date _____________, 2006 (the "MATURITY DATE"). This Note is being issued pursuant to that certain Common Stock Purchase Agreement, dated as of _____________, 2001, among the Maker, Payee and certain others named therein and shall be governed by the terms thereof (the "PURCHASE AGREEMENT"). The principal of this Note prior to any default hereunder shall accrue interest on the unpaid principal balance hereof at the rate of 7% per annum. All interest on this Note shall be computed daily on the basis of the actual number of days elapsed over a year assumed to consist of three hundred sixty-five (365) days. All accrued and unpaid interest on this Note shall be paid quarterly on the last day of each March, June, September and December of each year and on the Maturity Date and any other date on which the unpaid principal balance of this Note is paid in full until the principal balance of this Note is paid. Such payment of interest shall commence on the first day referenced in the foregoing sentence to occur after the date of this Note. Principal of this Note shall be paid as follows: 20% of the face principal amount of this Note shall be paid on the date that is one (1) year from the date of this Note; 20% of the face principal amount of this Note shall be paid on the date that is two (2) years from the date of this Note; 20% of the face principal amount of this Note shall be paid on the date that is three (3) years from the date of this Note; 20% of the face principal amount of this Note shall be paid on the date that is four (4) years from the date of this Note; and the remaining 20% of the face principal amount of this Note shall be paid on the Maturity Date. Notwithstanding the foregoing, principal of this Note may be prepaid in whole or in part without penalty or premium at any time prior to maturity; provided, however, that Maker shall not be entitled to reborrow any amounts so prepaid. All prepayments shall be applied to the indebtedness owing hereunder in such order and manner as Payee may from time to time determine in its sole discretion. 1 101 All payments of principal and interest and any other sums due under this Note shall be made by check or money order to Payee at the address first set forth above for the Payee in this Note or at such other address as may be designated in writing by the Payee; PROVIDED, HOWEVER, that if the Payee gives Maker written instructions at least ten (10) days prior to the date when any payment is due under this Note that such payment be made by wire transfer to one account and such instructions contain appropriate account information, Maker shall make such payment to such account in immediately available funds on the date such payment is due as well as all subsequent payments under this Note when and as due until notified otherwise in writing by the Payee. Unless otherwise agreed to, in writing, or otherwise required by applicable law, payments will be applied among principal, interest, late charges, collection costs and other charges at Payee's discretion. The occurrence of any one or more of the following shall constitute a default under this Note: [i] if principal or interest under this Note is not paid as and when due; [ii] a proceeding being filed or commenced against Maker for dissolution or liquidation that is not dismissed within thirty (30) days after filing, or Maker voluntarily or involuntarily terminating or dissolving or being terminated or dissolved; or [iii] insolvency of, business failure of, the appointment of a custodian, trustee, liquidator or receiver for or for any of the property of, or an assignment for the benefit of creditors by or the filing of a petition under bankruptcy, insolvency or debtor's relief law, or for any readjustment of indebtedness, composition or extension by, Maker, or against (if not dismissed within thirty (30) days) Maker. Maker shall notify the Payee in writing of the occurrence of any of the foregoing items [ii] or [iii]. Whenever there is a default under this Note (other than a default due to the failure to pay the principal or interest under this Note when and as due) the entire principal balance of and all accrued interest on this Note shall, at the option of Payee, become forthwith due and payable upon demand by Payee if within ten (10) days after written notice of such default from Payee is received by Maker, Maker fails to cure such default within such ten-day period. Whenever there is a default under this Note due to the failure of Maker to pay the principal or interest under this Note when and as due, the entire principal balance of and all accrued interest on this Note shall, at the option of the Payee, become forthwith due and payable upon demand by Payee if within three (3) days after written notice of such default from Payee is received by Maker, Maker fails to cure such default within such three-day period; PROVIDED, HOWEVER, that if the default is with respect to any payment to be made by wire transfer in accordance herewith, the entire principal balance of and all accrued interest on this Note shall, at the option of the Payee, become forthwith due and payable upon demand by Payee if within two (2) days after written or oral notice of such default from Payee is received by Maker, Maker fails to cure such default within such two-day period. If the date of any payment of interest or principal under this Note as well as the last day of any grace period provided under this Note shall fall on a date which is a Saturday, a Sunday or a holiday on which national or state banks located in Kentucky are generally not open for business, then such payment shall be deemed due on, and the last day of such grace period shall be deemed to be, the next day (other than a Saturday or Sunday) on which national or state banks located in Kentucky are generally open for business. Upon any uncured default, including failure to pay upon final maturity, Payee, at its option, may also, if permitted under applicable law, do one or both of the following: (a) increase the applicable interest rate on this Note by three (3) percentage points, and (b) add, on the date of such increase, 2 103 any unpaid accrued interest to principal and such sum will bear interest therefrom until paid at the rate provided in this Note (including any increased rate). Notwithstanding anything herein to the contrary, the interest rate on this Note will not exceed the maximum rate permitted by applicable law. Failure of the holder of this Note to exercise any of its rights and remedies shall not constitute a waiver of the right to exercise the same at that or any other time. All rights and remedies of the holder for default under this Note shall be cumulative to the greatest extent permitted by law. Time shall be of the essence in the payment of all interest and principal on this Note and the performance of Maker's other obligations under this Note. If there is any default under this Note, and this Note is placed in the hands of an attorney for collection or is collected through any court, including any bankruptcy court, Maker promises to pay to the holder hereof its reasonable attorneys' fees and court costs incurred in collecting or attempting to collect or securing or attempting to secure this Note, provided the same is legally allowed by the laws of the State of Illinois. If any provision, or portion thereof, of this Note, or the application thereof to any persons or circumstances shall to any extent be invalid or unenforceable, the remainder of this Note, or the application of such provision, or portion thereof, to any other person or circumstances shall not be affected thereby, and each provision of this Note shall be valid and enforceable to the fullest extent permitted by law. Maker and any other party who may become primarily or secondarily liable for any of the obligations of Maker hereunder hereby, except where otherwise provided herein, jointly and severally waive presentment, demand, notice of dishonor, protest, notice of protest, and diligence in collection, and further waive all exemptions to which they may now or hereafter be entitled under the laws of this or any other state or of the United States, and further agree that the holder of this Note shall have the right without notice, to deal in any way, at any time, with Maker, or any guarantor of this Note or with any other party who may become primarily or secondarily liable for, or pledge any collateral as security for, any of the obligations of Maker under this Note and to grant any extension of time for payment of this Note or any other indulgence or forbearance whatsoever, and may release any security for the payment of this Note and/or modify the terms of any document securing or pertaining to this Note, without in any way affecting the liability of Maker, or such other party who may pledge any collateral as security for, or become primarily or secondarily liable for, the obligations of Maker hereunder and without waiving any rights the holder may have hereunder or by virtue of the laws of the State of Illinois or any other state of the Unites States. {END OF TEXT} 3 104 "Maker" FIRST SOUTHERN BANCORP, INC. By:________________________________ (signature) Name:______________________________ (type or print) Title:_____________________________ 4 -----END PRIVACY-ENHANCED MESSAGE-----