SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 28)

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)

October 10, 2018

(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 [ ]

 * See response to Item 5

* See response to Item 5

* See response to Item 5

* See response to Item 5

* See response to Item 5

* See response to Item 5

* See response to Item 5

* See response to Item 5

Explanatory Note

With this amendment, the Reporting Persons are amending the disclosures in the text of Item 5 and Exhibit F to update information about UTG, Inc. ("UTI") and the reporting persons and the reporting persons' ownership of shares of UTI.

 

Item 5.  Interest in Securities of the Issuer

(1) The percentage of outstanding shares is based on 3,294,527 shares of Common Stock outstanding as of October 31, 2018.

(2) The share ownership of Mr. Correll includes 54,827 shares of Common Stock owned by him individually; 72,750 shares of Common Stock held by WCorrell, Limited Partnership, a limited partnership in which Mr. Correll serves as managing general partner; and 13,558 shares held by the Estate of Ward F. Correll for which Mr. Correll serves as co-executor.

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 72.7% of the outstanding membership interests of FSF; he owns directly approximately 44.8%, companies he controls own approximately 14.8%, and he has the power to vote and an option to purchase but does not own approximately 2.0%, 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 1,888,352 shares.

(3) The share ownership of Kirk Correll includes 13,558 shares held by the Estate of Ward F. Correll for which Kirk Correll serves as co-executor.

(4) 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.

(5) 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, the Estate of Ward F. Correll, Kirk Correll, 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.

 

 

Item 7: Material to be Filed as Exhibits

The following exhibit is filed with this Schedule 13D:

Exhibit F

Directors, officers, members, general partners and controlling persons of Reporting Persons.

 

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:  November 21, 2018	By:	/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 August 12, 2016, 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.

EXHIBIT INDEX

* Previously filed

Exhibit F

Directors, Executive Officers and Controlling Shareholders of FSBI:

Jesse T. Correll, Director and Executive Officer

Randall L. Attkisson, Director

Jill M. Martin, Executive Officer

Douglas P. Ditto, Director and Executive Officer

Alex Keltner, Director

Preston Correll, Director

Michael Ray, Director

Tommy Roberts, Director and Executive Officer

W.L. Rouse III, Director

Theodore C. Miller, Executive Officer

William W. Perry, Director

James P. Rousey, Executive Officer

Nancy Sleeth, Director

Managers, Executive Officers and Controlling Persons of FSF:

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

Jill M. Martin, Manager and Executive Officer

David S. Downey, Manager

Douglas P. Ditto, Manager and Executive Officer

Executive Officers, Members and Controlling Persons of FSH:

Jesse T. Correll, Executive Officer

Jill M. Martin, Executive Officer

First Southern Funding, LLC, Member

First Southern Bancorp, Inc., Member and Controlling Person

General Partners of WCorrell, Limited Partnership:

Jesse T. Correll, managing general partner

Estate of Ward F. Correll, general partner

Directors, Executive Officers and Controlling Shareholders of CLS:

Ward F. Correll Irrevocable Family Bank GSTT Trust UTA dated 12-17-1997, controlling shareholder

Jesse T. Correll, Director

Kirk A. Correll, Director

Greg Correll, Director

Leah D. Taylor, Executive Officer and Director

Stephen Acton, Executive Officer and Director

Susan Kretzer, Executive Officer

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: