Filing Details

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, WCorrell, Limited Partnership, and Cumberland Lake Shell, Inc. (individually, each is referred to as a "Reporting Person" and collectively, the "Reporting Persons").

Information with respect to the offices held by any of the Reporting Persons with UTI and the  insurance subsidiaries 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:

(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, 205 N. Depot 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: (i) Chairman, President, CEO and Director of First Southern Bancorp, Inc. (bank holding company), P.O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484; (ii) Chairman, President, CEO and Director of UTG, Inc. (Insurance holding company), 205 N. Depot Street, Stanford, Kentucky 40484; (iii) Chairman, President, CEO and Director of Universal Guaranty Life Insurance Co. (Life insurance co.), 205 N. Depot Street, Stanford, Kentucky 40484; and (iv) Chairman and Director of First Southern National Bank (Bank), P. O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484.

(d) 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 included 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.

(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 included 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 included in Exhibit F and incorporated herein by reference.

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.

Information about the general partners of WCorrell, Limited Partnership is included 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, 370 S. Highway 27, Suite 26, Somerset, KY 42501.

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 5.  Interest in Securities of the Issuer  

(1) The percentage of outstanding shares is based on 3,170,007 shares of Common Stock outstanding as of April 15, 2024.

(2) The share ownership of Mr. Correll includes 81,562 shares of Common Stock owned by him individually; and 72,750 shares of Common Stock held by WCorrell, Limited Partnership, a limited partnership in which Mr. Correll serves as managing general partner.

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 79.7% (of which 77.5% is owned directly by Mr. Correll and 2.2% is owned by his wife) of the outstanding membership interests of FSF; he owns approximately 44.0% (of which 43.96% is owned directly by Mr. Correll and 0.02% is owned by his wife), companies he controls own approximately 16.3%, and he has the power to vote and an option to purchase but does not own approximately 2.2%, of the outstanding voting common equity of FSBI (consisting in part of shares entitled to one vote per share and in part of shares entitled to ten votes per share). FSBI and FSF in turn own 99% and 1%, respectively, of the outstanding membership interests of FSH. The aggregate number of shares of Common Stock held by these other Reporting Persons, as shown in the above table, is 1,806,785 shares.

(3) The share ownership of FSBI consists of 204,909 shares of Common Stock held by FSBI directly and 1,201,876 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) Mr. Correll, FSBI, FSF and FSH 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, Cumberland Lake Shell, Inc. and WCorrell, Limited Partnership may also be deemed to be members of this group. Therefore, for purposes of this Schedule 13D, each may be deemed to have acquired beneficial ownership of the equity securities of UTI beneficially owned by each of the other Reporting Persons.

(c) Not applicable.

(d)  Not amended.

(e)    Not applicable.

Item 7: Material to be Filed as Exhibits

The following exhibits are filed with this Schedule 13D:

Exhibit B

AGREEMENT

 

THIS AGREEMENT is made and entered into by and among Jesse T. Correll, an individual, First Southern Holdings, LLC, a Kentucky limited liability company, First Southern Bancorp, Inc., a Kentucky corporation, First Southern Funding, LLC, a Kentucky limited liability company, WCorrell, Limited Partnership, a Georgia limited partnership, and Cumberland Lake Shell, Inc., a Kentucky corporation (collectively, the "Group").

 

W I T N E S S E T H :

 

WHEREAS, each member of the Group may be deemed to beneficially own shares of the Common Stock of UTG, Inc., a Delaware corporation ("UTG");

 

WHEREAS, each member of the Group desires to file a single Schedule 13D under the Securities and Exchange Act of 1934, as amended (the "Act"), indicating the beneficial ownership of each member of the Group with respect to the Common Stock of UTG; and

 

WHEREAS, the rules of Securities and Exchange Commission require that, when a Schedule 13D is filed on behalf of more than one person, the Schedule 13D shall  include as an exhibit to the  Schedule 13D an agreement in writing of such persons that the Schedule 13D is filed on behalf of each of them.

 

NOW, THEREFORE, in consideration of the premises and the mutual promises of the  parties thereto, the parties hereto covenant and agree as follows:

 

1. Jesse T. Correll, First Southern Holdings, LLC, First Southern Bancorp, Inc., First Southern Funding, LLC, WCorrell, Limited Partnership and Cumberland Lake Shell, Inc. agree that a single Schedule 13D and any amendments thereto relating to the shares of Common Stock of UTG shall be filed on behalf of each of them.

 

2. Jesse T. Correll, First Southern Holdings, LLC, First Southern Bancorp, Inc., First Southern Funding, LLC, WCorrell, Limited Partnership and Cumberland Lake Shell, Inc. each acknowledge and agree that pursuant to Rule 13d-1 (f)(1) under the Act each of them is individually responsible for the timely filing of such Schedule 13D and any amendments thereto and for the completeness and accuracy of the information contained therein.

 

3. This Agreement shall not be assignable by any party hereto.

 

4. This Agreement shall be terminated as to any party hereto upon the first to occur of the following:  (a) the death of any individual party hereto, (b) the dissolution, termination or settlement of First Southern Holdings, LLC, First Southern Bancorp, Inc., First Southern Funding, LLC, WCorrell, Limited Partnership or Cumberland Lake Shell, Inc. (c) a written notice of termination given by any party hereto to all of the other parties hereto.

 

 

5. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original copy hereof, but all of which together shall constitute a single instrument.  This Agreement may also be executed by signatures to facsimile or electronic transmittal documents.

 

6. Jesse T. Correll, First Southern Holdings, LLC, First Southern Bancorp, Inc., First Southern Funding, LLC, WCorrell, Limited Partnership and Cumberland Lake Shell, Inc. each acknowledge and agree that Jesse T. Correll shall be authorized as attorney-in-fact to sign, on behalf of each party to this Agreement, any Schedule 13D or amendments thereto that are required to be filed on behalf of the parties thereto.

 

7. This Agreement supersedes the Agreement, dated August 12, 2016, among certain of the parties hereto, relating to the subject matter hereof.

 

[Remainder of Page Intentionally Left Blank; Signatures Follow]

  

Jesse T. Correll, individually

WCORRELL, LIMITED PARTNERSHIP

By: /s/ Jesse T. Correll

Title: Managing General Partner

CUMBERLAND LAKE SHELL, INC.

By: /s/ Stephen Acton

Title: Vice-President & Secretary