utginc10ka04
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to ______________
Commission File Number 0-16867
UNITED TRUST GROUP, INC.
(Exact name of registrant as specified in its charter)
ILLINOIS 37-1172848
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5250 South Sixth Street, Springfield, IL 62703
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (217) 241-6300
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Common Stock, stated value $ .02 per share
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10- K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined by Rule 12b-2 of the Act). Yes [ ] No [X]
As of June 30, 2004, shares of the Registrant's common stock held by
non-affiliates (based upon the price of the last sale of $ 5.50 per share), had
an aggregate market value of approximately $ 7,256,893.
At March 22, 2005 the Registrant had 3,955,355 outstanding shares of Common
Stock, stated value $ .02 per share.
DOCUMENTS INCORPORATED BY REFERENCE: None
This 10-K/A was amended to correct information disclosed in ITEM 9A and Exhibits
31.1 and 31.2.
ITEM 9A. CONTROLS AND PROCEDURES
The Company carried out an evaluation, under the supervision and with the
participation of its management, including its Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of its
disclosure controls and procedures as of the end of the period covered by this
report. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures were effective.
There were no changes in the Company's internal control over financial reporting
during the Company's fiscal quarter ended December 31, 2004 that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
UNITED TRUST GROUP, INC.
(Registrant)
/s/ Jesse T. Correll June 17, 2005
Jesse T. Correll, Chairman of the Board,
Chief Executive Officer and Director
/s/ Theodore C. Miller June 17, 2005
Theodore C. Miller, Corporate Secretary
and Chief Financial Officer
INDEX TO EXHIBITS
Exhibit
Number
2(a) (4) Articles of Merger of First Commonwealth Corporation, A Virginia
Corporation with and into United Trust Group, Inc., An Illinois Corporation
dated as of May 30, 2002, including exhibits thereto.
3(a) (5) Articles of Incorporation of the Registrant and all amendments thereto.
3(b) (5) By-Laws for the Registrant and all amendments thereto.
4(a) (4) UTG's Agreement pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K
with respect to long-term debt instruments.
10(a)(2) Coinsurance Agreement dated September 30, 1996 between Universal
Guaranty Life Insurance Company and First International Life Insurance
Company, including assumption reinsurance agreement exhibit and amendments.
10(b)(1) Management and Consultant Agreement dated as of January 1, 1993
between First Commonwealth Corporation and Universal Guaranty Life
Insurance Company.
10(c)(1) Management Agreement dated December 20, 1981 between Commonwealth
Industries Corporation, and Abraham Lincoln Insurance Company.
10(d)(1) Reinsurance Agreement dated January 1, 1991 between Universal Guaranty
Life Insurance Company and Republic Vanguard Life Insurance Company.
10(e)(1) Reinsurance Agreement dated July 1, 1992 between United Security
Assurance Company and Life Reassurance Corporation of America.
10(f)(1) Agreement dated June 16, 1992 between John K. Cantrell and First
Commonwealth Corporation.
10(g)(1) Stock Purchase Agreement dated February 20, 1992 between United Trust
Group, Inc. and Sellers.
10(h)(1) Amendment No. One dated April 20, 1992 to the Stock Purchase Agreement
between the Sellers and United Trust Group, Inc.
10(i)(1) Security Agreement dated June 16, 1992 between United Trust Group,
Inc. and the Sellers.
10(j)(1) Stock Purchase Agreement dated June 16, 1992 between United Trust
Group, Inc. and First Commonwealth Corporation
10(k)(3) Universal note and security agreement dated November 15, 2001, between
United Trust Group, Inc. and First National Bank of the Cumberlands.
INDEX TO EXHIBITS
Exhibit
Number
10(l)(3) Line of credit agreement dated November 15, 2001, between United Trust
Group, Inc. and First National Bank of the Cumberlands.
10(m)(4) United Trust Group, Inc. Employee and Director Stock Purchase Plan and
form of related Stock Restriction and Buy-Sell Agreement.
21(a) (5) List of Subsidiaries of the Registrant.
31.1 Certificate of Chief Executive Officer pursuant to Rule
13a-14(a)/15d-14(a).
31.2 Certificate of Chief Financial Officer pursuant to Rule
13a-14(a)/15d-14(a).
32.1 (6) Certificate of Jesse T. Correll, Chief Executive Officer and Chairman
of the Board of UTG, as required pursuant to 18 U.S.C. Section 1350.
32.2 (6) Certificate of Theodore C. Miller, Chief Financial Officer, Senior Vice
President and Corporate Secretary of UTG, as required pursuant to 18 U.S.C.
Section 1350.
99(a) (3) Audit Committee Charter.
Footnote:
(1) Incorporated by reference from the Company's Annual Report on Form
10-K, File No. 0-5392, as of December 31, 1993.
(2) Incorporated by reference from the Company's Annual Report on Form
10-K, File No. 0-5392, as of December 31, 1996.
(3) Incorporated by reference from the Company's Annual Report on Form
10-K, File No. 0-5392, as of December 31, 2001.
(4) Incorporated by reference from the Company's Annual Report on Form
10-K, File No. 0-5392, as of December 31, 2002.
(5) Incorporated by reference from the Company's Annual Report on Form
10-K, File No. 0-5392, as of December 31, 2003.
(6) Previously filed.