-----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, MbibSPrBIRrPQO3n9U6Nu+8EcIyONoqqD3CmNJfuDzdRVhvZRuzW9YkvmVrsCqTj qvpFBJOdb6V+9JA59U17qA== 0000940397-01-000022.txt : 20010416 0000940397-01-000022.hdr.sgml : 20010416 ACCESSION NUMBER: 0000940397-01-000022 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20010413 GROUP MEMBERS: CUMBERLAND LAKE SHELL, INC. GROUP MEMBERS: DYSCIM, LLC 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: 1602285 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. 11) 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) April 11, 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 43 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 31.6%* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * See response to Item 5 3 CUSIP No. 913111209 13D Page 3 of 43 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 9.9%* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC - -------------------------------------------------------------------------------- * See response to Item 5 4 CUSIP No. 913111209 13D Page 4 of 43 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 43 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Southern Capital Corp., LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kentucky - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 183,033* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0* EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 183,033* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 183,033* - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.1%* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * See response to Item 5 6 CUSIP No. 913111209 13D Page 6 of 43 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 0.5%* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * See response to Item 5 7 CUSIP No. 913111209 13D Page 7 of 43 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 43 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 2.0%* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- * See response to Item 5 9 CUSIP No. 913111209 13D Page 9 of 43 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 2.8%* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * See response to Item 5 10 CUSIP No. 913111209 13D Page 10 of 43 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dyscim, LLC - -------------------------------------------------------------------------------- 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 4.2%* - -------------------------------------------------------------------------------- 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 Exhibit F of this Report to reflect changes that have occurred since the filing of Amendment 10, as well as the assignment by First Southern Bancorp, Inc. to UTI of its rights and obligations under 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, LLC (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 occupations 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. Chairman, CEO and Director of UTI (insurance holding company), 5250 South 6th Street, Springfield, Illinois 62703. (d) During the last five years, Mr. Correll has not been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors). 12 (e) During the last five years, Mr. Correll was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Mr. Correll was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (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 13 Funding, LLC, with First Southern Funding, LLC as the surviving entity in the merger. (b) The state of organization of FSF is Kentucky. (c) The principal business of FSF is 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 14 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: 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 Occupations 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) 15 5250 South Sixth Street President, Chief Operating Springfield, Illinois 62703 Officer and Director of UTI (insurance 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, LLC, which is identified separately in this Item as a Reporting Person) are citizens of the United States and during the last five years, none of them (i) has been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors) nor (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. WARD F. CORRELL (a) The name of this Reporting Person is Ward F. Correll. (b) The business address of Ward F. Correll is P.O. Box 430, 150 Railroad Drive, Somerset, KY 42502. (c) Ward F. Correll's present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is carried on are: Controlling shareholder, Cumberland Lake Shell, Inc. (gasoline wholesaler), P.O. Box 430, 150 Railroad Drive, Somerset, KY 42502. (d) During the last five years, Ward F. Correll has not been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Ward F. Correll was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Ward F. Correll was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Ward F. Correll is a citizen of the United States. 16 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). (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 17 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 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, LLC (a Kentucky limited liability company) (a) The name of this Reporting Person is Dyscim, LLC. Dyscim, LLC is the successor by merger to Dyscim Holding Company, Inc. Effective April 2, 2001, Dyscim Holding Company, Inc. merged into Dyscim, LLC, with Dyscim, LLC as the surviving entity in the merger. (b) The state of organization of Dyscim, LLC is Kentucky. (c) The principal business of Dyscim, LLC 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, LLC has not been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Dyscim, LLC was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Dyscim, LLC 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 Dyscim, LLC, including information about their principal business address and principal occupation, is filed in Exhibit F and incorporated herein by reference. All of the managers, executive officers and controlling persons of Dyscim, LLC are citizens of the United States and during the last five years, none of these managers or executive officers or controlling persons (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 18 administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The amount of funds used in making prior purchases of the Common Stock by each Reporting Person is as follows: FUNDS USED First Southern Bancorp, Inc. $ 4,697,478> First Southern Funding, LLC $ 13,202,124 First Southern Capital Corp., LLC $ 2,339,995 First Southern Investments, LLC $ 291,000 Jesse T. Correll $ 1,239,744 Cumberland Lake Shell, Inc. $ 1,083,753 Dyscim, LLC $ 1,608,006 WCorrell, Limited Partnership $ 800,250 Totals* $ 25,262,350 *Excludes acquisition related expenses. No funds of FSBI or any of the other Reporting Persons were used or are anticipated to be used in connection with UTI's acquisitions of shares of Common Stock pursuant to the terms and conditions of the Melville Purchase Agreement (as defined in Item 4 of this Report), the Ryherd Purchase Agreement (as defined in Item 4 of this Report) or the Additional Understandings (as defined in Item 4 of this Report), all as further described in Item 4 of this Report and incorporated herein by reference. [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, LLC, $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 19 $1,901,677 in making the purchases. In addition, Dyscim, LLC's predecessor, Dyscim Holding Company, Inc., borrowed $49,000 from FSF in making purchases. 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). FSBI also entered into the following agreements and understandings pursuant to which it was to have acquired additional Common Stock as further described below; FSBI has assigned its rights and obligations under such agreements and understandings to UTI as further described below: 1. FSBI entered into a 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). Pursuant to the terms and conditions of the Melville Purchase Agreement, FSBI was to purchase 22,500 shares of Common Stock at a price per share of $8.00. The $180,000 aggregate purchase price for such shares was to have been paid pursuant to unsecured, nonnegotiable promissory notes to be issued by FSBI to the sellers of the shares at the closing of the transactions contemplated by the Melville Purchase Agreement (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). The promissory notes were to 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 was 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. FSBI has assigned its rights and obligations under the Melville Purchase Agreement to UTI, and UTI has assumed such rights and obligations, pursuant to an Assignment and Assumption Agreement, dated April 11, 2001, between FSBI and UTI (the "Melville Purchase Agreement Assignment", a copy of which is attached as Exhibit M to this Report and incorporated herein by reference), 20 and the other parties to the Melville Purchase Agreement have consented to such assignment and assumption pursuant to a Consent to Assignment and Novation, dated April 5, 2001 (the "Melville Consent," a copy of which is attached as Exhibit N to this Report and incorporated herein by reference). On April 12, 2001, UTI purchased the 22,500 shares of Common Stock pursuant to the Melville Purchase Agreement, and the promissory notes issued as payment therefor were promissory notes of UTI containing substantially the same terms as the promissory notes to have been issued by FSBI pursuant to the Melville Purchase Agreement as further described in this Item 4. 2. FSBI entered into a 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 Trustee 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). Pursuant to the terms and conditions of the Ryherd Purchase Agreement, FSBI was to purchase a total of 563,215 shares of Common Stock at a price per share of $8.00. The $4,505,720 aggregate purchase price for the shares of Common Stock to have been purchased by FSBI pursuant to the Ryherd Purchase Agreement was to have been paid as follows: 12,044 shares were to 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 was to have been 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) was to have contained substantially identical terms and conditions as the promissory notes to have been issued pursuant to the Melville Purchase Agreement described above in this Item 4. FSBI has assigned its rights and obligations under the Ryherd Purchase Agreement to UTI, and UTI has assumed such rights and obligations, pursuant to an Assignment and Assumption Agreement, dated April 11, 2001, between FSBI and UTI (the "Ryherd Purchase Agreement Assignment," a copy of which is attached as Exhibit O to this Report and incorporated herein by reference), and the other parties to the Ryherd Purchase Agreement consented to such assignment and assumption pursuant to a Consent to Assignment and Novation, dated April 6, 2001 (the "Ryherd Consent," a copy of which is attached as Exhibit P to this Report and incorporated herein by reference). On April 12, 2001, UTI purchased 559,440 of the total 563,215 shares 21 of Common Stock pursuant to the Ryherd Purchase Agreement, and the promissory note issued as partial payment for certain of those shares was a promissory note of UTI containing substantially the same terms as the promissory note to have been issued by FSBI pursuant to the Ryherd Purchase Agreement as further described in this Item 4. UTI has agreed to delay its acquisition of the remaining 3,775 shares of Common Stock to be purchased pursuant to the Ryherd Purchase Agreement for a brief period after the closing at the request of the seller of such shares. 3. FSBI also had an understanding to purchase for cash an additional 670 shares of Common Stock at $8.00 per share from certain persons who are parties to and sold shares pursuant to the Ryherd Purchase Agreement and one relative of certain persons who are parties to and sold shares pursuant to the Melville Purchase Agreement, as further described in this Item 4 (the "Additional Understandings"). On April 12, 2001, UTI purchased 100 of the total 670 shares, and the remaining 570 shares will be purchased by UTI on or about the time it purchases the remaining 3,775 shares pursuant to the Ryherd Purchase Agreement as further described in this Item 4. 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), FSF has the option to purchase from UTI additional shares of Common Stock of UTI for a purchase price in cash equal to $15 per share whenever FSF and its affiliates beneficially own less than 51% of the outstanding shares of Common Stock of UTI in order to beneficially own a majority of such outstanding shares, subject to certain limitations. As a result of UTI's purchases of Common Stock pursuant to the Melville Purchase Agreement and the Ryherd Purchase Agreement as further described in this Item 4, FSF and its affiliates currently beneficially own in excess of 51% of UTI's outstanding Common Stock and therefor FSF currently does not have a right to acquire any additional Common Stock pursuant to the Option Agreement. The Option Agreement expires July 1, 2001. 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, the structure of the relationship of UTI and its subsidiaries and the merits of additional investments in UTI or restructurings of the UTI holding company organization, 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 or subsidiaries of UTI. FSBI's election to become a financial holding company became effective July 31, 2000 so acquisitions of additional shares of Common Stock by FSBI 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: 22 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 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. Mr. Melville has also resigned from the boards of UTI, First Commonwealth Corp. and three life insurance subsidiaries of UTI effective February 13, 2001. 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. 23 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) 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 REPORTING PERSON SHARES OWNED(%) - ---------------- ------------------ Jesse T. Correll 335,999 (9.4%) First Southern Bancorp, Inc. 353,044 (9.9%) First Southern Funding, LLC 1,130,747 (31.6%) First Southern Capital Corp., LLC 183,033(5.1%) First Southern Investments, LLC 18,575 (0.5%) Ward F. Correll 98,523 (2.8%) WCorrell, Limited Partnership 72,750 (2.0%) Cumberland Lake Shell, Inc. 98,523 (2.8%) Dyscim, LLC 150,545 (4.2%) Total 2,119,921 (59.2%) [FN] The percentage of outstanding shares is based on 3,582,135 shares of Common Stock outstanding as of April 13, 2001. As further described in Item 4 of this Report and incorporated herein by reference, UTI intends to purchase an additional 3,775 shares pursuant to the Ryherd Purchase Agreement and 570 shares pursuant to the Additional Understandings. The share ownership of Mr. Correll includes 150,545 shares of Common Stock held by Dyscim, LLC, a Kentucky limited liability company all of the outstanding membership interests 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. As further described in Item 4 of this Report and incorporated herein by reference, no additional shares of Common Stock may currently be acquired pursuant to the Option Agreement. 24 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, LLC 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. (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. 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 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, (vii) the Ryherd Purchase Agreement, which is filed as Exhibit L hereto, (viii) the Melville Purchase Agreement Assignment, which is filed as Exhibit M hereto, (ix) the Melville Consent, which is filed as Exhibit N hereto, (x) the Ryherd Purchase Agreement Assignment, which is filed as Exhibit O hereto, and (xi) the Ryherd Consent, which is filed as Exhibit P 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. 25 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. 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. 26 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 Trustee 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. Exhibit M Assignment and Assumption Agreement, dated April 11, 2001, between FSBI and UTI. Exhibit N Consent to Assignment and Novation, dated April 5, 2001, among 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 O Assignment and Assumption Agreement, dated April 11, 2001, between FSBI and UTI. Exhibit P Consent to Assignment and Novation, dated April 6, 2001, among 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 Trustee 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: April 13, 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 Trustee 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. M Assignment and Assumption Agreement, dated April 11, 2001, between FSBI and UTI. N Consent to Assignment and Novation, dated April 5, 2001, among 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. O Assignment and Assumption Agreement, dated April 11, 2001, between FSBI and UTI. P Consent to Assignment and Novation, dated April 6, 2001, among 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 Trustee 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 PERSON 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, LLC 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 Managers, Executive Officers and Controlling Persons of Dyscim, LLC: Jesse T. Correll, sole manager, member and controlling person 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(s) 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) 5250 South Sixth St. President, Chief Operating Officer Springfield, Illinois and Director of United 62703 Trust Group, Inc. (Insurance 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) 32 Christopher Coldiron P. O. Box 328 Vice President of First 99 Lancaster Street Southern National Bank Stanford, KY 40484 (Bank) Jesse T. Correll P.O. Box 328 President and Director 99 Lancaster Street of First Southern Bancorp, Inc. Stanford, KY 40484 (Bank holding company) 5250 South Sixth St. Chairman, CEO and Director Springfield, Illinois of United Trust Group, Inc. 62703 (Insurance 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 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. Stanford, KY 40484 (Bank 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 Stanford, KY 40484 (Bank) 33 Jill Martin P. O. Box 328 Secretary, First Southern 99 Lancaster Street Bancorp, Inc. Stanford, KY 40484 (Bank Holding Company) James P. Rousey P. O. Box 430 Regional CEO & Director, First 204 Fairfield Drive Southern National Bank Nicholasville, KY 40356 (Bank) Melinda Stogsdill P.O. Box 430 Secretary, Director, 150 Railroad Drive Cumberland Lake Shell, Inc. Somerset, KY 42502 (gasoline 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, 150 Railroad Drive Cumberland Lake Shell, Inc. Somerset, KY 42502 (gasoline 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 3 0003.txt ASSIGNMENT/ASSUMPTION AGREEMENT 34 EXHIBIT M ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment") is made and entered into as of April 11, 2001, by and among FIRST SOUTHERN BANCORP, INC., a Kentucky corporation ("FSB"), and UNITED TRUST GROUP, INC., an Illinois corporation ("UTG"). Recitals FSB desires to assign to UTG, as of the date of this Assignment, all of FSB's right, title and interest in and to that certain Common Stock Purchase Agreement, dated as of February 13, 2001, by and among FSB, James E. Melville and the other individuals and entities identified on Schedule I thereto (the "Purchase Agreement"), relating to the purchase by FSB of shares of common stock of UTG and First Commonwealth Corporation (the "Shares"), in exchange for UTG assuming the obligations of FSB thereunder, including the obligation to purchase the Shares. NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows: 1. ASSIGNMENT. Effective on the date of this Assignment, FSB hereby transfers and assigns to UTG all of FSB's right, title and interest in and to the Purchase Agreement, including without limitation FSB's right to purchase the Shares thereunder. 2. ASSUMPTION BY UTG. UTG hereby agrees to pay, perform and discharge all of the obligations of FSB with respect to the Purchase Agreement, including without limitation FSB's obligation to purchase the Shares and pay the purchase price therefor, including the issuance of the Notes (as defined in the Purchase Agreement). 3. CONSENT TO ASSIGNMENT. FSB, UTG and each of them shall, after the date hereof, each use their best efforts to obtain any and all consents not obtained before the date hereof relative to the transactions contemplated by this Assignment. 4. INDEMNIFICATION. UTG hereby indemnifies, defends and holds FSB harmless from and against all claims relating to the Purchase Agreement arising out of actions or events which occur after the date of this Assignment. 5. FURTHER ASSURANCES. FSB agrees to execute and deliver from and after the date of this Assignment, upon reasonable request of UTG, all agreements or instruments reasonably required by UTG for the purpose of confirming the transactions contemplated by this Assignment. 6. COUNTERPARTS. This Assignment may be executed in any number of counterparts, all of which together shall constitute one and the same instrument. 35 IN WITNESS WHEREOF, FSB and UTG have executed this Assignment effective as of the date first written on page 1 hereof. FIRST SOUTHERN BANCORP, INC. By: /S/ RANDALL L. ATTKISSON Its: CFO Title: __________________________________ UNITED TRUST GROUP, INC. By: /S/ THEODORE C. MILLER Name: THEODORE C. MILLER Title: SR. VICE PRESIDENT EX-99 4 0004.txt CONSENT TO ASSIGNMENT 36 EXHIBIT N CONSENT TO ASSIGNMENT AND NOVATION Each of the undersigned is a party to that certain Common Stock Purchase Agreement, dated as of February 13, 2001, by and among First Southern Bancorp, Inc., a Kentucky corporation ("First Southern"), James E. Melville and the other individuals and entities identified therein (the "Purchase Agreement"), regarding the purchase of certain shares of common stock of United Trust Group, Inc. and First Commonwealth Corporation (the "Shares"). First Southern desires to transfer any and all of its right, title and interest in and to the Purchase Agreement to United Trust Group, Inc., an Illinois corporation ("United"), and United desires to assume any and all of First Southern's obligations under the Purchase Agreement, including without limitation First Southern's obligation to purchase the Shares and pay the purchase price therefor, including the issuance of the Notes (as defined in the Purchase Agreement) (the "Assignment"). By signing herein below, each of the undersigned hereby consents to the Assignment, releases First Southern from any liability or obligation under the Purchase Agreement (including the Notes to be issued pursuant thereto), and acknowledges that the purchase price of the Shares to be sold pursuant to the Purchase Agreement shall be paid by United as set forth in the Purchase Agreement (including without limitation the issuance of Notes of United). This Consent to Assignment and Novation may be executed in any number of counterparts, all of which together shall constitute one and the same instrument. Agreed and Accepted this 5th day of April, 2001. /S/ JAMES E. MELVILLE JAMES E. MELVILLE /S/ BARBARA HARTMAN BARBARA HARTMAN BGM TRUST By: /S/ JAMES E. MELVILLE James E. Melville, Trustee 37 MATTHEW C. HARTMAN TRUST By: /S/ JAMES E. MELVILLE James E. Melville, Trustee ZACHARY T. HARTMAN TRUST By: /S/ JAMES E. MELVILLE James E. Melville, Trustee ELIZABETH A. HARTMAN TRUST By: /S/ JAMES E. MELVILLE James E. Melville, Trustee MARGARET M. HARTMAN TRUST By: /S/ JAMES E. MELVILLE James E. Melville, Trustee 2 EX-99 5 0005.txt ASSIGNMENT/ASSUMPTION AGREEMENT 38 EXHIBIT O ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment") is made and entered into as of April 11, 2001, by and among FIRST SOUTHERN BANCORP, INC., a Kentucky corporation ("FSB"), and UNITED TRUST GROUP, INC., an Illinois corporation ("UTG"). Recitals FSB desires to assign to UTG, as of the date of this Assignment, all of FSB's right, title and interest in and to that certain Common Stock Purchase Agreement, dated as of February 13, 2001, by and among FSB, Larry E. Ryherd and the other individuals and entities identified on Schedules I and II thereto and joined in by the persons identified on Schedule III thereto (the "Purchase Agreement"), relating to the purchase by FSB of shares of common stock of UTG (the "Shares"), in exchange for UTG assuming the obligations of FSB thereunder, including the obligation to purchase the Shares. NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows: 1. ASSIGNMENT. Effective on the date of this Assignment, FSB hereby transfers and assigns to UTG all of FSB's right, title and interest in and to the Purchase Agreement, including without limitation FSB's right to purchase the Shares thereunder. 2. ASSUMPTION BY UTG. UTG hereby agrees to pay, perform and discharge all of the obligations of FSB with respect to the Purchase Agreement, including without limitation FSB's obligation to purchase the Shares and pay the purchase price therefor, including the issuance of the Notes (as defined in the Purchase Agreement). 3. CONSENT TO ASSIGNMENT. FSB, UTG and each of them shall, after the date hereof, each use their best efforts to obtain any and all consents not obtained before the date hereof relative to the transactions contemplated by this Assignment. 4. INDEMNIFICATION. UTG hereby indemnifies, defends and holds FSB harmless from and against all claims relating to the Purchase Agreement arising out of actions or events which occur after the date of this Assignment. 5. FURTHER ASSURANCES. FSB agrees to execute and deliver from and after the date of this Assignment, upon reasonable request of UTG, all agreements or instruments reasonably required by UTG for the purpose of confirming the transactions contemplated by this Assignment. 6. COUNTERPARTS. This Assignment may be executed in any number of counterparts, all of which together shall constitute one and the same instrument. 39 IN WITNESS WHEREOF, FSB and UTG have executed this Assignment effective as of the date first written on page 1 hereof. FIRST SOUTHERN BANCORP, INC. By: /S/ RANDALL L. ATTKISSON Its: CFO Title:____________________________ UNITED TRUST GROUP, INC. By: /S/ THEODORE C. MILLER Name: THEODORE C. MILLER Title: SR. VICE PRESIDENT EX-99 6 0006.txt CONSENT TO ASSIGNMENT 40 EXHIBIT P CONSENT TO ASSIGNMENT AND NOVATION Each of the undersigned is a party to that certain Common Stock Purchase Agreement, dated as of February 13, 2001, by and among First Southern Bancorp, Inc., a Kentucky corporation ("First Southern"), Larry E. Ryherd and the other individuals and entities identified therein (the "Purchase Agreement"), regarding the purchase of certain shares of common stock (the "Shares") of United Trust Group, Inc., an Illinois corporation ("United"). First Southern desires to transfer any and all of its right, title and interest in and to the Purchase Agreement to United, and United desires to assume any and all of First Southern's obligations under the Purchase Agreement, including without limitation First Southern's obligation to purchase the Shares and pay the purchase price therefor, including the issuance of the Notes (as defined in the Purchase Agreement) (the "Assignment"). By signing herein below, each of the undersigned hereby consents to the Assignment, releases First Southern from any liability or obligation under the Purchase Agreement, and acknowledges that the purchase price of the Shares to be sold pursuant to the Purchase Agreement shall be paid by United as set forth in the Purchase Agreement (including without limitation the issuance of Notes of United). This Consent to Assignment and Novation may be executed in any number of counterparts, all of which together shall constitute one and the same instrument. Agreed and Accepted this 6th day of April, 2001. /S/ LARRY E. RYHERD LARRY E. RYHERD /S/ DOROTHY L. RYHERD DOROTHY L. RYHERD ILLINOIS NATIONAL BANK, Successor Trustee of the Shari Lynnette Serr Irrevocable Trust Under Agreement dated December 30, 1987 By:/S/ PATRICK PHALEN Its:SENIOR VICE PRESIDENT & TRUST OFFICER 41 ILLINOIS NATIONAL BANK, Successor Trustee of the Derek Scott Ryherd Irrevocable Trust Under Agreement dated December 30, 1987 By:/S/ PATRICK PHALEN Its:SENIOR VICE PRESIDENT & TRUST OFFICER ILLINOIS NATIONAL BANK, Successor Trustee of the Jarad John Ryherd Irrevocable Trust Under Agreement dated December 30, 1987 By:/S/ PATRICK PHALEN Its:SENIOR VICE PRESIDENT & TRUST OFFICER DOUGLAS W. RYHERD - IRA By /S/ DOUGLAS W. RYHERD IRA Its:___________________________ /S/ SHARI LYNNETTE SERR SHARI LYNNETTE SERR /S/ JARAD JOHN RYHERD JARAD JOHN RYHERD /S/ DEREK SCOTT RYHERD DEREK SCOTT RYHERD 42 /S/ DOROTHY L. RYHERD DOROTHY L. RYHERD, Custodian for Casey Jaye Serr UGMA IL /S/ LARRY E. RYHERD LARRY E. RYHERD, Custodian for Casey Jaye Serr UGMA IL /S/ STEVEN W. SERR STEVEN W. SERR /S/ HALCIE B. BROWN HALCIE B. BROWN /S/ DOUGLAS W. RYHERD DOUGLAS W. RYHERD /S/ SUSAN J. RYHERD SUSAN J. RYHERD /S/ DOUGLAS W. RYHERD DOUGLAS W. RYHERD, Custodian for Bryan D. Ryherd UGMA IL /S/ DOUGLAS W. RYHERD DOUGLAS W. RYHERD, Custodian for Evan Ryherd UGMA IL /S/ ELLA E. CAMPBELL ELLA E. CAMPBELL /S/ DOUGLAS W. RYHERD DOUGLAS W. RYHERD, Custodian for Jordan Ray Ryherd UGMA IL 43 /S/ LARRY E. RYHERD LARRY E. RYHERD, as the "Seller's Agent" /S/ Dorothy L. Ryherd (Grandparent) /S/ CASEY JAYE SERR CASEY JAYE SERR, as "Beneficiary" /S/ DOUGLAS RYHERD, FATHER BRYAN D. RYHERD, as "Beneficiary" /S/ DOUGLAS RYHERD, FATHER EVAN RYHERD, as "Beneficiary" /S/ DOUGLAS RYHERD, FATHER JORDAN RAY RYHERD, as "Beneficiary" -----END PRIVACY-ENHANCED MESSAGE-----