First Southern Funding, Inc.

0000940397-06-000049.txt : 20060503 0000940397-06-000049.hdr.sgml : 20060503 20060503172441 ACCESSION NUMBER: 0000940397-06-000049 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060503 DATE AS OF CHANGE: 20060503 GROUP MEMBERS: CUMBERLAND LAKE SHELL, INC. GROUP MEMBERS: FIRST SOUTHERN BANCORP, INC. GROUP MEMBERS: FIRST SOUTHERN CAPITAL CORP., LLC GROUP MEMBERS: FIRST SOUTHERN FUNDING, LLC GROUP MEMBERS: FIRST SOUTHERN HOLDINGS, 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: UTG INC CENTRAL INDEX KEY: 0000832480 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 202907892 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40020 FILM NUMBER: 06805077 BUSINESS ADDRESS: STREET 1: PO BOX 5147 STREET 2: 5250 SOUTH SIXTH STREET ROAD CITY: SPRINGFIELD STATE: IL ZIP: 62703 BUSINESS PHONE: 2173236300 MAIL ADDRESS: STREET 1: PO BOX 5147 STREET 2: 5250 SOUTH SIXTH STREET CITY: SPINGFIELD STATE: IL ZIP: 62705 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TRUST GROUP INC DATE OF NAME CHANGE: 20001206 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TRUST INC /IL/ DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST SOUTHERN FUNDING LLC CENTRAL INDEX KEY: 0001064869 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 FORMER COMPANY: FORMER CONFORMED NAME: FIRST SOUTHERN FUNDING INC DATE OF NAME CHANGE: 19980624 SC 13D/A 1 utg13da1750306.htm FIRST SOUTHERN FUNDING, INC. First Southern Funding, Inc.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 17)

UTG, Inc.*

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

90342M 10 9

(CUSIP Number)

Jill Martin

First Southern Bancorp, Inc.

P.O. Box 328, Stanford, KY 40484 (606-365-3555)

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 14, 2006

(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 [ ]

* UTG, Inc. is a successor issuer to United Trust Group, Inc. (formerly, United Trust Inc.).

CUSIP No. 913111209 13D Page 2 of 22 Pages

1)	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)	First Southern Holdings, LLC
2)	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	þ
	(b)	¨
3)	SEC Use Only
4)	Source of Funds (See Instructions)	AF
5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
6)	Citizenship or Place of Organization	Kentucky
Number of Shares Beneficially Owned by each Reporting Person With	(7) Sole Voting Power	1,483,791*
	(8) Shared Voting Power	0*
	(9) Sole Dispositive Power	1,483,791*
	(10)Shared Dispositive Power	0*
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)	þ
13)	Percent of Class Represented by Amount in Row (11)	See response to Item 5
14)	Type of Reporting Person (See Instructions)	OO

* See response to Item 5

CUSIP No. 913111209 13D Page 3 of 22 Pages

1)	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)	First Southern Funding, LLC
2)	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	þ
	(b)	¨
3)	SEC Use Only
4)	Source of Funds (See Instructions)	WC, BK
5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
6)	Citizenship or Place of Organization	Kentucky
Number of Shares Beneficially Owned by each Reporting Person With	(7) Sole Voting Power	335,453*
	(8) Shared Voting Power	0*
	(9) Sole Dispositive Power	335,453*
	(10)Shared Dispositive Power	0*
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)	þ
13)	Percent of Class Represented by Amount in Row (11)	See response to Item 5
14)	Type of Reporting Person (See Instructions)	OO

* See response to Item 5

CUSIP No. 913111209 13D Page 4 of 22 Pages

1)	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)	First Southern Bancorp, Inc.
2)	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	þ
	(b)	¨
3)	SEC Use Only
4)	Source of Funds (See Instructions)	WC, BK
5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
6)	Citizenship or Place of Organization	Kentucky
Number of Shares Beneficially Owned by each Reporting Person With	(7) Sole Voting Power	255,281*
	(8) Shared Voting Power	See response to Item 5
	(9) Sole Dispositive Power	255,281*
	(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)	þ
13)	Percent of Class Represented by Amount in Row (11)	See response to Item 5
14)	Type of Reporting Person (See Instructions)	HC

* See response to Item 5

CUSIP No. 913111209 13D Page 5 of 22 Pages

1)	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)	Jesse T. Correll
2)	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	þ
	(b)	¨
3)	SEC Use Only
4)	Source of Funds (See Instructions)	AF, OO
5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
6)	Citizenship or Place of Organization	Kentucky
Number of Shares Beneficially Owned by each Reporting Person With	(7) Sole Voting Power	185,454*
	(8) Shared Voting Power	See response to Item 5
	(9) Sole Dispositive Power	185,454*
	(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)	þ
13)	Percent of Class Represented by Amount in Row (11)	See response to Item 5
14)	Type of Reporting Person (See Instructions)	IN

* See response to Item 5

CUSIP No. 913111209 13D Page 6 of 22 Pages

1)	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)	First Southern Capital Corp., LLC
2)	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	þ
	(b)	¨
3)	SEC Use Only
4)	Source of Funds (See Instructions)	WC
5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
6)	Citizenship or Place of Organization	Kentucky
Number of Shares Beneficially Owned by each Reporting Person With	(7) Sole Voting Power	237,333*
	(8) Shared Voting Power	0*
	(9) Sole Dispositive Power	237,333*
	(10)Shared Dispositive Power	0*
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)	þ
13)	Percent of Class Represented by Amount in Row (11)	See response to Item 5
14)	Type of Reporting Person (See Instructions)	OO

* See response to Item 5

CUSIP No. 913111209 13D Page 7 of 22 Pages

1)	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)	First Southern Investments, LLC
2)	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	þ
	(b)	¨
3)	SEC Use Only
4)	Source of Funds (See Instructions)	WC
5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
6)	Citizenship or Place of Organization	Kentucky
Number of Shares Beneficially Owned by each Reporting Person With	(7) Sole Voting Power	24,086*
	(8) Shared Voting Power	0*
	(9) Sole Dispositive Power	24,086*
	(10)Shared Dispositive Power	0*
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)	þ
13)	Percent of Class Represented by Amount in Row (11)	See response to Item 5
14)	Type of Reporting Person (See Instructions)	OO

* See response to Item 5

CUSIP No. 913111209 13D Page 8 of 22 Pages

1)	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)	Ward F. Correll
2)	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	þ
	(b)	¨
3)	SEC Use Only
4)	Source of Funds (See Instructions)	AF
5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
6)	Citizenship or Place of Organization	Kentucky
Number of Shares Beneficially Owned by each Reporting Person With	(7) Sole Voting Power	0*
	(8) Shared Voting Power	See response to Item 5
	(9) Sole Dispositive Power	0*
	(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)	þ
13)	Percent of Class Represented by Amount in Row (11)	See response to Item 5
14)	Type of Reporting Person (See Instructions)	IN

* See response to Item 5

CUSIP No. 913111209 13D Page 9 of 22 Pages

1)	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)	WCorrell, Limited Partnership
2)	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	þ
	(b)	¨
3)	SEC Use Only
4)	Source of Funds (See Instructions)	OO
5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
6)	Citizenship or Place of Organization	Georgia
Number of Shares Beneficially Owned by each Reporting Person With	(7) Sole Voting Power	72,750*
	(8) Shared Voting Power	0*
	(9) Sole Dispositive Power	72,750*
	(10)Shared Dispositive Power	0*
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)	þ
13)	Percent of Class Represented by Amount in Row (11)	See response to Item 5
14)	Type of Reporting Person (See Instructions)	PN

* See response to Item 5

CUSIP No. 913111209 13D Page 10 of 22 Pages

1)	Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)	Cumberland Lake Shell, Inc.
2)	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	þ
	(b)	¨
3)	SEC Use Only
4)	Source of Funds (See Instructions)	OO
5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
6)	Citizenship or Place of Organization	Kentucky
Number of Shares Beneficially Owned by each Reporting Person With	(7) Sole Voting Power	98,523*
	(8) Shared Voting Power	0*
	(9) Sole Dispositive Power	98,523*
	(10)Shared Dispositive Power	0*
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)	þ
13)	Percent of Class Represented by Amount in Row (11)	See response to Item 5
14)	Type of Reporting Person (See Instructions)	CO

* See response to Item 5

Explanatory Note

The purpose of this amendment is to reflect an increase in the reporting persons’ percentage ownership as a result of share repurchases by the issuer, UTG, Inc. (“UTI”). This amendment amends Items 2, 4 and 5 and Exhibit F (which is incorporated by reference in Items 2 and 4) of this Report.

Item 1. Security And Issuer

Not amended.

Item 2. Identity And Background

The persons reporting on this Schedule 13D are Jesse T. Correll, First Southern Bancorp, Inc., First Southern Funding, LLC, First Southern Holdings, LLC, First Southern Capital Corp., LLC, First Southern Investments, LLC, Ward F. Correll, WCorrell, Limited Partnership and Cumberland Lake Shell, Inc. (individually, each is referred to as a “Reporting Person” and collectively, the “Reporting Persons”). On February 19, 2003, Dyscim, LLC (previously a Reporting Person on this Schedule 13D) was merged with and into another of the Reporting Persons, First Southern Bancorp, Inc., which was the surviving entity of the merger and which succeeded by virtue thereof to all the rights, assets and obligations of Dyscim, LLC, including without limitation the shares of UTI held by Dyscim, LLC. In the merger, First Southern Bancorp, Inc. issued 25,194 shares of its common stock, valued at $366.78 per share, to Jesse T. Correll, the sole member of Dyscim, LLC.

Information with respect to the offices held by any of the Reporting Persons with UTI and the insurance subsidiary of UTI are provided below in this Item 2 and 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, 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 Street, Stanford, Kentucky 40484.

Chairman, CEO and Director of UTI (insurance holding company), 5250 South 6th Street, Springfield, Illinois 62703.

Page 11 of 22

(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.

Information about the directors, executive officers and controlling shareholders of FSBI is filed in Exhibit F and incorporated herein by reference.

FIRST SOUTHERN FUNDING, LLC (FSF) (a Kentucky limited liability company)

(a)

The name of this Reporting Person is First Southern Funding, LLC. First Southern Funding, LLC is the successor by merger to First Southern Funding, Inc. Effective as of December 31, 1998, First Southern Funding, Inc. merged into First Southern Funding, LLC, with First Southern Funding, LLC as the surviving entity in the merger.

(b)

The state of organization of FSF is Kentucky.

(c)

The principal business of FSF is investments. The address of the principal office of FSF is P.O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484.

Information about the managers, executive officers and controlling persons of FSF is filed in Exhibit F and incorporated herein by reference.

FIRST SOUTHERN HOLDINGS, LLC (FSH) (a Kentucky limited liability company)

(a)

The name of this Reporting Person is First Southern Holdings, LLC.

(b)

The state of organization of FSH is Kentucky.

(c)

The principal business of FSH is investments. The address of the principal office of FSH is P. O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484.

Information about the executive officers, members and controlling persons of FSH is filed in Exhibit F and incorporated herein by reference.

FIRST SOUTHERN CAPITAL CORP., LLC (FSC) (a Kentucky limited liability company)

(a)

The name of this Reporting Person is First Southern Capital Corp., LLC.

Page 12 of 22

(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.

Information about the managers of FSC is filed in Exhibit F and incorporated herein by reference.

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.

Information about the executive officers and members of FSI is filed in Exhibit F and is incorporated herein by reference.

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.

(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 328, 99 Lancaster Street, Stanford, Kentucky 40484.

Page 13 of 22

Information about the general partners of WCorrell, Limited Partnership is filed in Exhibit F and incorporated herein by reference.

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.

Information about the directors, executive officers and controlling shareholders of CLS is filed in Exhibit F and incorporated herein by reference.

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, no Reporting Person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person 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

Not amended.

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.

One or more of the Reporting Persons 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. In addition, the percentage ownership of the Reporting Persons of Common Stock may be increased as a result of the repurchase of shares by UTI through share repurchase programs or otherwise.

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,

Page 14 of 22

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.

One or more of the Reporting Persons, directly or through representatives, have a role in the management of UTI through board representation and otherwise. Mr. Correll serves as Chairman and Chief Executive Officer of UTI’s subsidiary, Universal Guaranty Life Insurance Company. Ward F. Correll is a director of UTI. Randall L. Attkisson, who is associated and/or affiliated with the Reporting Persons (as further described in Item 2 and Exhibit F of this Report and incorporated herein by reference) is a director as well as President and Chief Operating Officer of UTI and Universal Guaranty Life Insurance Company. 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, including the reduction in the size of the boards of directors and/or the selection of successor directors upon the retirement or resignation of directors of UTI and/or its subsidiaries.

UTI may from time to time issue shares of Common Stock pursuant to compensatory arrangements, including pursuant to the stock purchase plan it has in place pursuant to which directors, officers and employees of UTI and its subsidiaries may acquire shares of Common Stock.

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:

Page 15 of 22

Reporting Person		Number of Shares Owned (%)(1)
Jesse T. Correll (2) First Southern Bancorp, Inc.(2)(3) First Southern Funding, LLC(2)(3) First Southern Holdings, Inc.(2)(3) First Southern Capital Corp., LLC(2) First Southern Investments, LLC Ward F. Correll(4) WCorrell, Limited Partnership(2) Cumberland Lake Shell, Inc.(4)		185,454 (4.8%) 1,739,072 (44.8%) 335,453 (8.6%) 1,483,791 (38.2%) 237,333 (6.1%) 24,086 (0.6%) 98,523 (2.5%) 72,750 (1.9%) 98,523 (2.5%)
Total(3)(5)		2,619,921 (67.5%)

(1) The percentage of outstanding shares is based on 3,882,185 shares of Common Stock outstanding as of April 27, 2006.

(2) The share ownership of Mr. Correll includes 112,704 shares of Common Stock owned by him individually. The share ownership of Mr. Correll also includes 72,750 shares of Common Stock held by WCorrell, Limited Partnership, a limited partnership in which Mr. Correll serves as managing general partner and, as such, has sole voting and dispositive power over the shares held by it.

In addition, by virtue of his ownership of voting securities of FSF and FSBI, and in turn, their ownership of 100% of the outstanding membership interests of FSH, Mr. Correll may be deemed to beneficially own the total number of shares of Common Stock owned by FSH (as well as the shares owned by FSBI and FSF directly), and may be deemed to share with FSH (as well as FSBI and FSF) the right to vote and to dispose of such shares. Mr. Correll owns approximately 81.5% of the outstanding membership interests of FSF; he owns directly approximately 50.7%, companies he controls own approximately 12%, and he has the power to vote but does not own an additional 3% of the outstanding voting stock of FSBI. FSBI and FSF in turn own 99% and 1%, respectively, of the outstanding membership interests of FSH. Mr. Correll is also a manager of FSC and thereby may also be deemed to beneficially own the total number of shares of Common Stock owned by FSC, and may be deemed to share with it the right to vote and to dispose of such shares. The aggregate number of shares of Common Stock held by these other Reporting Persons, as shown in the above table, is 2,311,858 shares. On March 31, 2006, Mr. Correll made gifts of membership units of FSF which units represented a 2% ownership interest in FSF in the aggregate.

(3) The share ownership of FSBI consists of 255,281 shares of Common Stock held by FSBI directly and 1,483,791 shares of Common Stock held by FSH of which FSBI is a 99% member and FSF is a 1% member, as further described in this Item 5. As a result, FSBI may be deemed to share the voting and dispositive power over the shares held by FSH.

(4) Represents the shares of Common Stock held by CLS, 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.

Page 16 of 22

(5) Mr. Correll, FSBI, FSF, FSH, 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, CLS, 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.

(c) Except as disclosed in Note (2) above, 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

Not amended.

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.

Page 17 of 22

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. 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

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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.

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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: May 3, 2006	/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 September 4, 2001, for the filing of a single Schedule 13D pursuant to Rule 13d-1(k), 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.

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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 FSFand 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 September 4, 2001 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 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,

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	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

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EX-99 2 utg13da17ex99.htm EXHIBIT F Exhibit F EXHIBIT 99

Exhibit F

Directors, Executive Officers and Controlling Shareholders of FSBI:

Jesse T. Correll, Director and Executive Officer

Randall L. Attkisson, Director and Executive Officer

Jill M. Martin, Executive Officer

Ward F. Correll, Director

David S. Downey, Director

Douglas P. Ditto, Director and Executive Officer

John R. Ball, Director

Danny Irvin, Director

Eugene Hargis, Director

William R. Clark, Director

Hunter Bates, Director

W.L. Rouse III, Director

Managers, Executive Officers and Controlling Persons of FSF:

Jesse T. Correll, Manager, Executive Officer and Controlling Person

Randall L. Attkisson, Manager and Executive Officer

Jill M. Martin, Manager and Executive Officer

Ward F. Correll, Manager

David S. Downey, Manager

Douglas P. Ditto, Manager and Executive Officer

John R. Ball, Manager

Executive Officers, Members and Controlling Persons of FSH:

Randall L. Attkisson, Executive Officer

First Southern Funding, LLC, Member

First Southern Bancorp, Inc., Member and Controlling Person

Managers of FSC:

Jesse T. Correll, Manager

Randall L. Attkisson, Manager

Executive Officers and Members of FSI:

Randall L. Attkisson, Executive Officer

John Ball, Member

Kathy Ball, Member

Tommy J. Davis, Member

Becky Taylor, Member

Everett H. Taylor, Member

General Partners of WCorrell, Limited Partnership:

Jesse T. Correll, managing general partner

Ward F. Correll, general partner

Directors, Executive Officers and Controlling Shareholders of CLS:

Ward F. Correll, Director and controlling shareholder

Leah D. Taylor, Executive Officer and Director

Dinnia Estep, Executive Officer and Director

Stephen Acton, Executive Officer and Director

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:

Stephen Acton	P. O. Box 430 150 Railroad Drive Somerset, KY 42502	Vice President & Director Cumberland Lake Shell, Inc. (Gasoline wholesaler)
Randall L. Attkisson	P. O. Box 328 99 Lancaster Road Stanford, KY 40484 5250 South Sixth St. Springfield, IL 62703	Vice President, Treasurer and Director of First Southern Bancorp, Inc. (Bank holding company) President, Chief Operating Officer and Director of UTG, Inc. (Insurance holding company)
John Ball	P.O. Box 628 27 Public Square Lancaster, KY 40444	Regional President and Director of First Southern National Bank (Bank)
Kathy Ball	5006 Lexington Road Lancaster, KY 40444	Registered Nurse, Bryantsville Clinic (Health Care Facility)
Hunter Bates	400 W. Market St., 32^nd Floor Louisville, KY 40202	President, Bates Capital Group, LLC (Public affairs/ Government relations firm)

William R. Clark	P.O. Box 118 138 N. Main St. Russellville, KY 42276	Regional President and Director of First Southern National Bank (Bank)

Jesse T. Correll	P.O. Box 328 99 Lancaster Street Stanford, KY 40484 5250 South Sixth St. Springfield, IL 62703	President and Director of First Southern Bancorp, Inc. (Bank holding company) Chairman, CEO and Director of UTG, Inc. (Insurance holding company)

Ward F. Correll	P.O. Box 430 150 Railroad Drive Somerset, KY 42502	Controlling Shareholder, Cumberland Lake Shell, Inc. (Gasoline wholesaler)

Tommy J. Davis	P.O. Box 295 102 West Main Street Stanford, KY 40484	Community CEO, First Southern National Bank (Bank)

Douglas P. Ditto	P.O. Box 328 99 Lancaster Street Stanford, KY 40484	Senior Vice President and Director of First Southern Bancorp, Inc. (Bank holding company)

David S. Downey	3060 Harrodsburg Road Lexington, KY 40503	Regional President and Director, First Southern National Bank (Bank)

Dinnia Estep	P.O. Box 430 150 Railroad Drive Somerset, KY 42502	Secretary, Treasurer, Director, Cumberland Lake Shell, Inc. (Gasoline wholesaler)

Eugene Hargis	P.O. Box 263 186 North Main Street Russellville, KY 42276	Managing Member, Hargis Bolton, LLC (CPA firm)

Danny Irvin	31 Public Square Lancaster, KY 40444	Realtor/Auctioneer The Irvin Group (Real estate/auction company)
Jill Martin	P.O. Box 328 99 Lancaster Street Stanford, KY 40484	Secretary, First Southern Bancorp, Inc. (Bank holding company)

W.L. Rouse III	2201 Regency Road, Ste 602 Lexington, KY 40503	Member, The Rouse Companies (Commercial real estate company)
Becky Taylor	3060 Harrodsburg Road Lexington, KY 40503	Vice President, First Southern National Bank (Bank)

Everett H. Taylor	1490 New Circle Road, NE Lexington, KY 40509	Volvo Service Manager, Quantrell Cadillac (Car Dealership)

Leah D. Taylor	P.O. Box 430 150 Railroad Drive Somerset, KY 42502	President, Director, Cumberland Lake Shell, Inc. (Gasoline wholesaler)