Via Facsimile and U.S. Mail
Mail Stop 6010
June 1, 2005
Mr. Jesse T. Correll
Chief Executive Officer
United Trust Group, Inc.
5250 South Sixth Street
Springfield, IL 62703
Re: United Trust Group, Inc.
Form 10-K for the fiscal year ended December 31, 2004
File No. 000-16867
Dear Mr. Correll:
We have reviewed your filing and have the following
comments.
We have limited our review of the above referenced filing to only
those issues addressed. Where our comments call for disclosure,
we
think you should amend your document in response to these
comments.
In some of our comments, we ask you to provide us with
supplemental
information so we may better understand your disclosure. Please
amend your Form 10-K for December 31, 2004 and respond to these
comments within 15 business days or tell us when you will provide
us
with a response prior to the expiration of the 15-day period. If
we
have requested additional information as well as an amendment, or
if
you disagree with any comment that calls for disclosure, please
provide this letter prior to your amendment and we will consider
your
explanation as to why our comments are inapplicable or a revision
is
unnecessary. You may wish to provide us with marked copies of the
amendment to expedite our review. Your letter should key your
responses to our comments. Detailed letters greatly facilitate
our
review. Please file your letter on EDGAR under the form type
label
CORRESP. Please understand that we may have additional comments
after reviewing your amendment and responses to our comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results ...
`
Liquidity and Capital Resources
1. Please revise your discussion of cash flows, especially of your
operating cash flows, to specifically address your sources and
uses
of cash. Please refer to Section IV.B. of Financial Reporting
Release 72.
2. Please provide the disclosures required by Item 303(a)(5) of
Regulation S-K. In so doing, please include the expected
settlement
of the future policy benefits liability in the contractual
obligation
table. In this regard, please note that it would appear that your
future policy benefits represent future legal obligations of the
Company. Due to the significant nature of these liabilities to
your
business, we believe the inclusion of these liabilities in the
contractual obligation table will provide investors increased
disclosure of your liquidity. The purpose of Financial Reporting
Release 67 is to obtain enhanced disclosure concerning a
registrant`s
contractual payment obligations and the exclusion of ordinary
course
items would be inconsistent with the objective of the Item
303(a)(5).
3. "Net cash provided by operating activities plus policyholder
contract deposits less policyholder contract withdrawals" appears
to
be a non-GAAP measure, as defined by Item 10(e)(2) of Regulation
S-K.
Please tell us why this measure is not prohibited by Item
10(e)(1)(ii)(A) or remove the measure from your filing. If it is
not
prohibited and not removed, please provide the disclosures
required
by Item 10(e)(1)(i)(B).
Item 8. Financial Statements and Supplementary Data
Notes to Consolidated Financial Statements
4. Under Products in Item 1. Business, we noted that the goal of
your
product portfolio is for it to consist of enough offerings to
provide
for the needs of the general public and existing policyholders. As
such, please tell us how you have provided the disclosures
required
by paragraph 37 of SFAS 131. Otherwise, please tell us the
disclosures you will provide to comply with paragraph 37.
1. Organization and Summary of Significant Accounting Policies
H. Reinsurance
5. Please tell us whether and to what extent liabilities related
to
policies assumed are more uncertain and susceptible to future
changes
than those you write directly due to the nature of the information
(e.g. not being the direct writer) available to you at the time
you
record them, and tell us how you considered these uncertainties in
your MD&A disclosure including critical accounting estimates.
6. In Schedule IV, we noted that the proportion of premiums on
life
insurance assumed to life insurance in force assumed is
considerably
less than the proportion for both your gross and ceded life
insurance. Please clarify for us why the differences in the
proportions exist and describe the types of risks you are
assuming,
compared with what you are writing and ceding.
Item 9A. Controls and Procedures
7. We noted that your CEO and CFO concluded that your disclosure
controls and procedures were effective in alerting them on a
timely
basis to material information required to be included in your
periodic filings. Please revise your disclosures to clearly state
whether your disclosure controls and procedures, as defined by
Exchange Act Rule 13a-15, were effective, as the definition of
disclosure controls and procedures would appear to encompass more
than just the timely alerting of material information. Otherwise,
please tell us how your disclosures comply with Item 307 of
Regulation S-B.
Item 15. Exhibits and Financial Statement Schedules
Exhibit 31.1 - Certificate of Chief Executive Officer pursuant to
Rule 13a-14(a)
8. Please revise this Exhibit and Exhibit 31.2 so that their
language
is exactly that same as the language in Item 601(b)(31) of
Regulation
S-K.
* * * *
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Ibolya Ignat, Staff Accountant, at (202)
551-
3656, or Oscar M. Young, Senior Accountant, at (202) 551-3622 if
you
have questions regarding the comments. In this regard, do not
hesitate to contact me, at (202) 551-3679.
Sincerely,
Jim B. Rosenberg
Senior Assistant Chief
Accountant
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Jesse T. Correll
United Trust Group, Inc.
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