SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 13, 2001 ----------------- UNITED TRUST GROUP, INC. ------------------------------------------ (Exact Name of Registrant as specified in its charter) ILLINOIS 0-16867 37-1172848 - ------------------------ ------------- ------------------ (State or other Juris- (Commission (I.R.S. Employer diction of incorporation File Number) identification No.) 5250 SOUTH SIXTH STREET P.O. BOX 5147 SPRINGFIELD, IL 62705 (Address of principal executive offices, including zip code) Regisrant's telephone number, including area code (217)-241-6300 Not Applicable --------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS United Trust Group, Inc. is an insurance holding company that owns controlling interests in three life insurance companies; Universal Guaranty Life Insurance Company, Appalachian Life Insurance Company and Abraham Lincoln Insurance Company. The administrative offices of these companies are located primarily in Springfield, Illinois. Pursuant to the terms of a common stock purchase agreement dated February 13, 2001, First Southern Bancorp, Inc. agreed to purchase 563,215 shares of United Trust Group, Inc. common stock from Larry E. Ryherd and family at a price of $8.00 per share. The purchase price will be payable in the form of $881,874 in cash and a five-year promissory note. In addition, First Southern Bancorp, Inc. agreed to purchase 22,500 shares of United Trust Group, Inc. common stock and 544 shares of First Commonwealth Corporation common stock pursuant to the terms of a common stock purchase agreement dated February 13, 2001 with James E. Melville and his family. Pursuant to the terms of the agreement, the United Trust Group, Inc. shares will be acquired for $8.00 per share and the First Commonwealth Corporation shares will be acquired for $200.00 per share. The purchase will be in the form of a five-year promissory note. Mr. Melville has agreed to resign as a director of United Trust Group, Inc. and its subsidiaries at the closing pursuant to an agreement and release First Southern Bancorp, Inc., United Trust Group, Inc., First Commonwealth Corporation and Mr. Melville executed concurrently with the common stock purchase agreement. Following the above stock transactions, Mr. Jesse T. Correll and related parties (including First Southern Funding, LLC, First Southern Bancorp, Inc. and other affiliates) will own or control approximately 64.8% of United Trust Group, Inc. Mr. Correll is Chairman of the Board of Directors of United Trust Group, Inc. and its various subsidiaries. The execution of these common stock purchase agreements followed a special joint meeting of the Boards of Directors of United Trust Group, Inc. and its subsidiaries held January 8, 2001, at which the termination of the employment agreement between First Commonwealth Corporation and James E. Melville, dated July 31, 1997, and the termination of James E. Melville as an officer or agent of United Trust Group, Inc. and all of its subsidiaries were approved by the Boards of Directors of each of the companies. At this same meeting, the Boards of Directors of each company approved the appointment of Randall L. Attkisson to fill all positions previously held by Mr. Melville. Mr. Attkisson is a member of the Board of Directors and Chief Financial Officer of First Southern Funding, LLC and First Southern Bancorp, Inc., an affiliate of First Southern Funding, LLC. First Southern Bancorp, Inc. owns First Southern National Bank, which operates out of 14 locations in central Kentucky. First Southern Funding, LLC and its affiliates are United Trust Group, Inc.'s largest shareholder. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. UNITED TRUST GROUP, INC. (Registrant) By: /s/ Randall L. Attkisson --------------------------- Randall L. Attkisson President , Chief Operating Officer and Director By: /s/ Theodore C. Miller --------------------------- Theodore C. Miller Senior Vice President and Chief Financial Officer Date: February 16, 2001
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8-K Filing
UTG (UTGN) 8-KUtg Form 8-K
Filed: 19 Apr 01, 12:00am