-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lbxl02tEa0Siw9rx477YAvuEiObOLObsRHi7O+zRKkzrRSl8MwGDmYOwLnuPwcQZ gHMdg8hpKveJvrtcDGFm0Q== 0000940397-97-000011.txt : 19970611 0000940397-97-000011.hdr.sgml : 19970611 ACCESSION NUMBER: 0000940397-97-000011 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970610 SROS: NASD GROUP MEMBERS: COMMONWEALTH BANCSHARES, INC. GROUP MEMBERS: DARRELL R. WELLS MONEY PENSION PLAN GROUP MEMBERS: DARRELL R. WELLS RETIREMENT TRUST GROUP MEMBERS: EXBURY PARTNERS GROUP MEMBERS: FRANK T. KILEY GROUP MEMBERS: INDIVIDUAL TRUST GROUP MEMBERS: NATIONAL CITY BANK, KENTUCKY, TRUSTEE FOR DARRELL R. GROUP MEMBERS: SECURITY TREND PARTNERS GROUP MEMBERS: SMC ADVISORS, INCORPORATED GROUP MEMBERS: SMC RETIREMENT TRUST, DARRELL R. WELLS GROUP MEMBERS: SMC RETIREMENT TRUST, FRANK T. KILEY INDIVIDUAL TRUST GROUP MEMBERS: WELLS DARRELL R GROUP MEMBERS: WELLS TRUST UNDER AGREEMENT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CITIZENS FINANCIAL CORP /KY/ CENTRAL INDEX KEY: 0000887136 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 611187135 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42464 FILM NUMBER: 97621989 BUSINESS ADDRESS: STREET 1: 12910 SHELBYVILLE RD STREET 2: THE MARKETPLACE, STE 300 CITY: LOUISVILLE STATE: KY ZIP: 40243 BUSINESS PHONE: 5022442420 MAIL ADDRESS: STREET 1: 12910 SHELBYVILLE RD STREET 2: MARKET PLACE STE 300 CITY: LOUISVILLE STATE: KY ZIP: 40243 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WELLS DARRELL R CENTRAL INDEX KEY: 0001005768 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 401562066 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4350 BROWNSBORO RD STREET 2: SUITE 310 CITY: LOUISVILLE STATE: KY ZIP: 40207 MAIL ADDRESS: STREET 1: 4350 BROWNSBORO RD STE 310 CITY: LOUISVILLE STATE: KY ZIP: 40207 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 5) Citizens Financial Corporation _______________________________________________________________________________ (Name of Issuer) Class A Stock, No Par Value _______________________________________________________________________________ (Title of Class of Securities) 174613 10 9 _______________________________________________________________________________ (CUSIP Number) Darrell R. Wells, 4350 Brownsboro Road, Suite 310, Louisville, Kentucky 40207 _______________________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Not applicable -- periodic updating and restatement to comply with Rule 13d- 2(c) _______________________________________________________________________________ (Date of Event when Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box /___/. 1 13D Page 2 of 20 Pages Cusip no. 174613 10 9 (1) NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS See Attachment (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /___/ (b) /_X_/ (3) SEC USE ONLY (4) SOURCE OF FUNDS Not applicable to this amendment (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) Not Applicable (6) CITIZENSHIP OR PLACE OF ORGANIZATION Individuals are U.S. citizens. See Item 1 on the Attachment for place of organization of other Reporting Persons. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (7) SOLE VOTING POWER -------- See Attachment (8) SHARED VOTING POWER ------ See Attachment (9) SOLE DISPOSITIVE POWER --- See Attachment (10) SHARED DISPOSITIVE POWER - See Attachment (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Attachment (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /___/ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 See Attachment (14) TYPE OF REPORTING PERSON See Attachment 2 ATTACHMENT TO AMENDMENT NO. 5 TO SCHEDULE 13D ISSUER: CITIZENS FINANCIAL CORPORATION 1. NAME OF REPORTING PERSONS SS OR IRS IDENTIFICATION NOS. OF ABOVE PERSONS Darrell R. Wells ###-##-#### Darrell R. Wells Retirement Trust ###-##-#### SMC Retirement Trust, Darrell R. Wells Individual Trust 61-0733969 Frank T. Kiley ###-##-#### SMC Retirement Trust, Frank T. Kiley Individual Trust 61-0733969 Commonwealth Bancshares, Inc. (a Kentucky corporation) 61-1001327 Security Trend Partners (a Kentucky limited partnership) 37-6084326 Exbury Partners (a Kentucky limited partnership) 61-0851188 SMC Advisors, Incorporated (a Kentucky corporation) 61-0981341 National City Bank, Kentucky, Trustee for Darrell R. Wells Trust Under Agreement 61-6185309 Darrell R. Wells Money Pension Plan 61-6085280 7. SOLE VOTING POWER Darrell R. Wells (See Item 5(b)) 892,207 Frank T. Kiley 24,303 8. SHARED VOTING POWER Darrell R. Wells (See Item 5(b)) 67,315 Commonwealth Bancshares, Inc. 67,315 9. SOLE DISPOSITIVE POWER See Item 7. 10. SHARED DISPOSITIVE POWER See Item 8. 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Darrell R. Wells 959,522 Darrell R. Wells Retirement Trust 15,000 SMC Retirement Trust, Darrell R. Wells Individual Trust 66,573 Frank T. Kiley 24,303 SMC Retirement Trust, Frank T. Kiley Individual Trust 18,000 Security Trend Partners 318,187 Exbury Partners 115,617 3 SMC Advisors, Incorporated 8,000 Commonwealth Bancshares, Inc. 67,315 National City Bank, Kentucky, Trustee for Darrell R. Wells Trust Under Agreement 44,000 Darrell R. Wells Money Pension Plan 74,000 [FN] Includes shares owned of record by Darrell R. Wells and all other Reporting Persons named herein except Frank T. Kiley and SMC Retirement Trust, Frank T. Kiley Individual Trust. Includes shares owned of record by Frank T. Kiley and SMC Retirement Trust, Frank T. Kiley Individual Trust. 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Darrell R. Wells 65.4% Darrell R. Wells Retirement Trust 1.0% SMC Retirement Trust, Darrell R. Wells Individual Trust 4.5% Frank T. Kiley 2.2% SMC Retirement Trust, Frank T. Kiley Individual Trust 1.6% Security Trend Partners 21.7% Exbury Partners 7.9% SMC Advisors, Incorporated 0.5% Commonwealth Bancshares, Inc. 4.6% National City Bank, Kentucky, Trustee for Darrell R. Wells Trust Under Agreement 3.0% Darrell R. Wells Money Pension Plan 5.0% [FN] Includes shares owned of record by Darrell R. Wells and all other Reporting Persons named herein except Frank T. Kiley and SMC Retirement Trust, Frank T. Kiley Individual Trust. For purposes of calculating the percentage ownership of all Reporting Persons other than Frank T. Kiley and SMC Retirement Trust, Frank T. Kiley Individual Trust, the divisor is 1,467,615. Includes shares owned of record by Frank T. Kiley and SMC Retirement Trust, Frank T. Kiley Individual Trust. For purposes of calculating the percentage ownership of Frank T. Kiley and SMC Retirement Trust, Frank T. Kiley Individual Trust, the divisor is 1,093,615. 14. TYPE OF REPORTING PERSON Darrell R. Wells - IN Darrell R. Wells Retirement Trust - OO SMC Retirement Trust, Darrell R. Wells Individual Trust - OO Frank T. Kiley - IN SMC Retirement Trust, Frank T. Kiley Individual Trust - OO Security Trend Partners - PN Exbury Partners - PN 4 SMC Advisors, Incorporated - IA, CO Commonwealth Bancshares, Inc. - HC, CO National City Bank, Kentucky, Trustee for Darrell R. Wells Trust Under Agreement - OO Darrell R. Wells Money Pension Plan - OO 5 CITIZENS FINANCIAL CORPORATION AMENDMENT NO. 4 TO SCHEDULE 13(D) ITEM 1. - Security and Issuer Class of Equity Security: Class A Stock, No Par Value. Name and Address of Principal Executive Office of Issuer: Citizens Financial Corporation, The Marketplace, Suite 300, 12910 Shelbyville Road, Louisville, Kentucky 40243. ITEM 2. - Identity and Background The name, business address and present principal occupations or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each Reporting Person is set forth below: DARRELL R. WELLS (a) Name: Darrell R. Wells (b) Business Address: 4350 Brownsboro Road, Suite 310, Louisville, Kentucky 40207 (c) Present principal occupation: General Partner, Security Management Company, principal business - investments, 4350 Brownsboro Road, Suite 310, Louisville, Kentucky 40207 (d) Criminal proceedings during past five years: None (e) Civil proceedings and/or judgment, decree or final order related to Federal and State securities laws, during the past five years: None (f) Citizenship: United States DARRELL R. WELLS RETIREMENT TRUST (a) Name: Darrell R. Wells Retirement Trust (b) Business Address: 4350 Brownsboro Road, Suite 310, Louisville, Kentucky 40207 6 (c) Present principal occupation: Not applicable (d) Criminal proceedings during past five years: None (e) Civil proceedings and/or judgment, decree or final order related to Federal and State securities laws, during past five years: None (f) Citizenship: United States SMC RETIREMENT TRUST, DARRELL R. WELLS INDIVIDUAL TRUST (a) Name: SMC Retirement Trust, Darrell R. Wells Individual Trust (b) Business Address: 4350 Brownsboro Road, Suite 310, Louisville, Kentucky 40207 (c) Present principal occupation: Not applicable (d) Criminal proceedings during past five years: None (e) Civil proceedings and/or judgment, decree or final order related to Federal and State securities laws, during past five years: None (f) Citizenship: United States FRANK T. KILEY (a) Name: Frank T. Kiley (b) Business Address: 4350 Brownsboro Road, Suite 310, Louisville, Kentucky 40207 7 (c) Present principal occupation: Principal, Security Management Company, principal business - investments, 4350 Brownsboro Road, Suite 310, Louisville, Kentucky 40207. (d) Criminal proceedings during past five years: None (e) Civil proceedings and/or judgment, decree or final order related to Federal and State securities laws, during past five years: None (f) Citizenship: United States SMC RETIREMENT TRUST, FRANK T. KILEY INDIVIDUAL TRUST (a) Name: SMC Retirement Trust, Frank T. Kiley Individual Trust (b) Business Address: 4350 Brownsboro Road, Suite 310, Louisville, Kentucky 40207 (c) Present principal occupation: Not applicable (d) Criminal proceedings during past five years: None (e) Civil proceedings and/or judgment, decree or final order related to Federal and State securities laws, during past five years: None (f) Citizenship: United States EXBURY PARTNERS (a) Name: Exbury Partners (a Kentucky limited partnership) (b) Business Address: 4350 Brownsboro Road, Suite 310, Louisville, Kentucky 40207 8 (c) Present principal occupation: Security Trader (d) Criminal proceedings during past five years: None (e) Civil proceedings and/or judgment, decree or final order related to Federal and State securities laws, during past five years: None Darrell R. Wells is the sole General Partner of Exbury Partners. SMC ADVISORS, INCORPORATED (a) Name: SMC Advisors, Incorporated (a Kentucky corporation) (b) Business Address: 4350 Brownsboro Road, Suite 310, Louisville, Kentucky 40207 (c) Present principal occupation: Security Trader (d) Criminal proceedings during past five years: None (e) Civil proceedings and/or judgment, decree or final order related to Federal and State securities laws, during past five years: None Darrell R. Wells is Chairman and President of SMC Advisors, Incorporated. DIRECTORS AND EXECUTIVE OFFICERS OF SMC ADVISORS, INCORPORATED
NAME Residence or Present Principal BUSINESS ADDRESS OCCUPATIONS OR EMPLOYMENT Darrell R. Wells 4350 Brownsboro Road, Suite 310 General Partner, Security Louisville, Kentucky 40207 Management Company Frank T. Kiley 4350 Brownsboro Road, Suite 310 Principal, Security Louisville, Kentucky 40207 Management Company 9 EXECUTIVE OFFICERS OF SMC ADVISORS, INCORPORATED (who are not directors of SMC Advisors, Incorporated) NAME Residence Present Principal OR BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT B. Anthony Weber 321 Sherrin Avenue Principal, SMC Capital, Inc. Louisville, Kentucky 40207
All of the directors and executive officers of SMC Advisors, Incorporated are citizens of the United States and during the last five years, none of the directors or executive officers of SMC Advisors, Incorporated [i] has been convicted in 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. SECURITY TREND PARTNERS (a) Name: Security Trend Partners (a Kentucky limited partnership) (b) Business Address: 4350 Brownsboro Road, Suite 310, Louisville, Kentucky 40207 (c) Present principal occupation: Security Trader (d) Criminal proceedings during past five years: None (e) Civil proceedings and/or judgment, decree or final order related to Federal and State securities laws, during past five years: None Darrell R. Wells is the sole General Partner of Security Trend Partners. 10 COMMONWEALTH BANCSHARES, INC. (a) Name: Commonwealth Bancshares, Inc. (a Kentucky corporation) (b) Business Address: P.O. Box 249, Shelbyville, Kentucky 40065 (c) Present principal occupation: Bank holding company (d) Criminal proceedings during past five years: None (e) Civil proceedings and/or judgment, decree or final order related to Federal and State securities laws, during past five years: None Darrell R. Wells is Chairman of Commonwealth Bancshares, Inc. Frank T. Kiley is President and Director of Commonwealth Bancshares, Inc. DIRECTORS OF COMMONWEALTH BANCSHARES, INC.
Residence or Present Principal NAME BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT Darrell R. Wells 4350 Brownsboro Road, Suite 310 General Partner, Security Louisville, Kentucky 40207 Management Company Frank T. Kiley 4530 Brownsboro Road, Suite 310 Principal, Security Louisville, Kentucky 40207 Management Company John A. Brenzel 3501 Graham Road Consultant Louisville, Kentucky 40207 Perry C. Day 1325 St. Andrews Drive President, Shelby County Shelbyville, Kentucky 40065 Trust Bank Rebecca Irvine 499 Lightfoot Road Homemaker Louisville, Kentucky 40207 Ben A. Thomas, Jr. 5700 Cropper Road Farmer Shelbyville, Kentucky 40065 Wayne H. Wells 504 Tiffany Lane President, The Wells Company Louisville, Kentucky 40207 Margaret A. Wells 4106 Lime Kiln Lane Homemaker and Civic Volunteer Louisville, Kentucky 40222
11 EXECUTIVE OFFICERS OF COMMONWEALTH BANCSHARES, INC. (who are not directors of Commonwealth Bancshares, Inc.)
Residence Present Principal NAME OR BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT Nate Evans 2402 Chatsworth Lane Chief Financial Officer, Shelby Louisville, Kentucky 40242 County Trust Bank
All of the directors and executive officers of Commonwealth Bancshares, Inc. are citizens of the United States and during the last five years, none of the directors or executive officers of Commonwealth Bancshares, Inc. [i] has been convicted in 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. NATIONAL CITY BANK, KENTUCKY, TRUSTEE FOR DARRELL R. WELLS TRUST UNDER AGREEMENT (a) Name: National City Bank, Kentucky, Trustee for Darrell R. Wells Trust Under Agreement (b) Business Address: National City Bank, Trust Operations, Asset Control, P.O. Box 94777, Cleveland, Ohio 44101-4777 (c) Present principal occupation: Not applicable (d) Criminal proceedings during past five years: None (e) Civil proceedings and/or judgment, decree or final order related to Federal and State securities laws, during past five years: None (f) Citizenship: United States DARRELL R. WELLS MONEY PENSION PLAN (a) Name: Darrell R. Wells Money Pension Plan 12 (b) Business Address: 4350 Brownsboro Road, Suite 310, Louisville, Kentucky 40207 (c) Present principal occupation: Not applicable (d) Criminal proceedings during past five years: None (e) Civil proceedings and/or judgment, decree or final order related to Federal and State securities laws, during past five years: None (f) Citizenship: United States ITEM 3. - Source and Amount of Funds and Other Consideration. This Schedule 13D was originally filed following the Issuer's initial registration of a class of securities under Section 12 of the Securities Exchange Act of 1934. The registration, which was effective June 29, 1992, covered the Issuer's Class A Stock. No purchase of the Class A Stock by any Reporting Person was reported therein and information concerning the source and amount of funds or other consideration with respect to prior acquisitions was not regarded as material. Amendment No. 1 to Schedule 13D was occasioned by two (2) purchases by Exbury Partners of a total of 18,000 shares of the Class A Stock at a total cost of $99,000 and one (1) purchase by Security Trend Partners of 20,000 shares of the Class A Stock at a cost of $105,000. Exbury Partners and Security Trend Partners used partnership funds in each of these purchases. Amendment No. 2 to Schedule 13D was occasioned by three (3) purchases by Security Trend Partners of a total of 14,423 shares of the Class A Stock at a total cost of $75,901.50. Security Trend Partners used partnership funds in each of these purchases. In addition, Darrell R. Wells received 4,000 shares of the Class A Stock pursuant to a final distribution made by the Estate of Rita Wells. Prior to the final distribution, Mr. Wells had been deemed the beneficial owner of all of the 8,000 shares of the Class A Stock held by the Estate of Rita Wells. The Estate of Rita Wells then ceased to be a member of the Reporting Persons. Amendment No. 3 to Schedule 13D was occasioned by three (3) purchases of the 1995 Class B Convertible Preferred Stock of the Issuer (the "Preferred Stock") by Reporting Persons. Each share of the Preferred Stock is immediately convertible, at the 13 current conversion rate, into two thousand (2,000) shares of the Class A Stock of the Issuer. Security Trend Partners purchased one hundred (100) shares of the Preferred Stock (which is convertible into two hundred thousand (200,000) shares of the Class A Stock) for $1,100,000 from the Issuer. Security Trend Partners used working capital to purchase the Preferred Stock. SMC Retirement Trust, Frank T. Kiley Individual Trust, purchased nine (9) shares of the Preferred Stock (which is convertible into eighteen thousand (18,000) shares of the Class A Stock) for $99,000 from the Issuer. SMC Retirement Trust, Frank T. Kiley Individual Trust, used personal funds to purchase the Preferred Stock. Commonwealth Bancshares, Inc. purchased nine (9) shares of the Preferred Stock (which is convertible into eighteen thousand (18,000) shares of the Class A Stock) for $99,000 from the Issuer. Commonwealth Bancshares, Inc. used working capital to purchase the Preferred Stock. All of the transactions described above were closed on December 15, 1995. Amendment No. 4 to Schedule 13D was occasioned by three (3) purchases of the Preferred Stock by certain Reporting Persons. Each share of the Preferred Stock is immediately convertible, at the current conversion rate, into two thousand (2,000) shares of the Class A Stock of the Issuer. Darrell R. Wells purchased thirty (30) shares of the Preferred Stock (which was convertible into sixty thousand (60,000) shares of the Class A Stock) for $330,000 from the Issuer. Mr. Wells used personal funds to purchase the Preferred Stock. National City Bank, Kentucky, Trustee for Darrell R. Wells Trust Under Agreement, purchased twenty-two (22) shares of the Preferred Stock (which is convertible into forty-four thousand (44,000) shares of the Class A Stock) for $242,000 from the Issuer. National City Bank, Kentucky, Trustee for Darrell R. Wells Trust Under Agreement, used personal funds to purchase the Preferred Stock. Darrell R. Wells Money Pension Plan purchased thirty-seven (37) shares of the Preferred Stock (which is convertible into seventy-four thousand (74,000) shares of the Class A Stock) for $407,000 from the Issuer. Darrell R. Wells Money Pension Plan used personal funds to purchase the Preferred Stock. All of the transactions described above were closed on January 19, 1996. On May 15, 1996, Darrell R. Wells sold two (2) shares of the Preferred Stock (which is convertible into four thousand (4,000) shares of the Class A Stock) to a person who is not a Reporting Person for $22,000. ITEM 4. - Purpose of Transaction The Reporting Persons acquired the Class A Stock and the Preferred Stock of the Issuer for investment. None of the Reporting Persons has any present plans or proposals that relate to or would result in [a] the acquisition by any person of additional securities of the Issuer, or the disposition of the securities of the Issuer, although individual Reporting Persons have indicated an 14 interest in purchasing additional shares of the Class A Stock as they become available; [b] an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; [c] a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; [d] any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; [e] any material change in the present capitalization or dividend policy of the Issuer; [f] any other material change in the Issuer's business or corporate structure; [g] any change in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; [h] causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; [i] a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or [j] an action similar to any of those enumerated above. Each Reporting Person reserves a right to formulate plans or proposals to take actions, similar to those described in the preceding clauses [a] through [j] and with respect to any other matters as such Reporting Person may determine. In addition, certain Reporting Persons acting in the usual and ordinary course of their capacities as directors and officers of the Issuer may from time to time consider transactions and decisions similar to those described in the preceding clauses [a] through [j]. ITEM 5. - Interest in Securities of the Issuer (a) As of May 1, 1997, the Reporting Persons beneficially owned 983,825 shares of Class A Stock which consists of 573,825 shares issued and outstanding and 410,000 shares not outstanding (based on the current conversion price) that are issuable upon conversion of the Preferred Stock beneficially owned by the Reporting Persons. Based on the current conversion price, upon conversion of the Preferred Stock, the Reporting Persons will beneficially own approximately 66.2% of the Class A Stock. The beneficial ownership of Class A Stock by each of the Reporting Persons is as follows: Darrell R. Wells (includes 392,000 shares issuable upon conversion of the Preferred Stock) 959,522 65.4% Darrell R. Wells Retirement Trust 15,000 1.0% SMC Retirement Trust, Darrell R. Wells Individual Trust 66,573 4.5% Frank T. Kiley (includes 18,000 shares issuable upon conversion 15 of the Preferred Stock) 24,303 2.2% SMC Retirement Trust, Frank T. Kiley Individual Trust (includes 18,000 shares issuable upon conversion of the Preferred Stock) 18,000 1.6% Security Trend Partners (includes 200,000 shares issuable upon con- version of the Preferred Stock) 318,187 21.7% Exbury Partners 115,617 7.9% SMC Advisors, Incorporated 8,000 0.5% Commonwealth Bancshares, Inc. (includes 18,000 shares issuable upon con- version of the Preferred Stock) 67,315 4.6% National City Bank, Kentucky, Trustee for Darrell R. Wells Trust Under Agreement (includes 44,000 shares issuable upon conversion of the Preferred Stock) 44,000 3.0% Darrell R. Wells Money Pension Plan (includes 74,000 shares issuable upon conversion of the Preferred Stock) 74,000 5.0% [FN] Based on the current conversion price. Includes shares owned of record by Darrell R. Wells and all other persons named herein other than Frank T. Kiley and SMC Retirement Trust, Frank T. Kiley Individual Trust. For purposes of calculating the percentage ownership of all Reporting Persons other than Frank T. Kiley and SMC Retirement Trust, Frank T. Kiley Individual Trust, the divisor is 1,467,615. Includes shares owned of record by Frank T. Kiley and SMC Retirement Trust, Frank T. Kiley Individual Trust. For purposes of calculating the percentage ownership of Frank T. Kiley and SMC Retirement Trust, Frank T. Kiley Individual Trust, the divisor is 1,093,615. (b) Sole Voting and/or Dispositive Power: Shares with regard to which Darrell R. Wells has sole voting and dispositive power: Darrell R. Wells (includes 56,000 shares issuable upon conversion of the Preferred Stock) 250,830 Darrell R. Wells Retirement Trust 15,000 SMC Retirement Trust, 16 Darrell R. Wells Individual Trust 66,573 Security Trend Partners (includes 200,000 shares issuable upon conversion of the Preferred Stock) 318,187 Exbury Partners 115,617 SMC Advisors, Incorporated 8,000 National City Bank, Kentucky, Trustee for Darrell R. Wells Trust Under Agreement (includes 44,000 shares issuable upon conversion of the Preferred Stock) 44,000 Darrell R. Wells Money Pension Plan (includes 74,000 shares issuable upon conversion of the Preferred Stock) 74,000 Shares with regard to which Frank T. Kiley has sole voting and dispositive power: Frank T. Kiley 6,303 SMC Retirement Trust, Frank T. Kiley Individual Trust (includes 18,000 shares issuable upon conversion of the Preferred Stock) 18,000 Shares with regard to which voting and dispositive power are shared: Commonwealth Bancshares, Inc. (includes 18,000 shares issuable upon conversion of the Preferred Stock) 67,315 Based on the current conversion price. Voting and dispositive power shared by Darrell R. Wells, Chairman, Frank T. Kiley, Director, John A. Brenzel, Director, Perry C. Day, Director, Rebecca Irvine, Director, Ben A. Thomas, Jr., Director and Wayne H. Wells, Director. (c) No transactions in the Class A Stock or the Preferred Stock were effected during the past 60 days by the Reporting Persons. (d) To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from or the pro- 17 ceeds from the sale of, the Class A Stock or the Preferred Stock. ITEM 6. - Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Persons are not a party to any contract, arrangement, understanding or relationship (legal or otherwise) with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. - Materials to be Filed as Exhibits Exhibit 1. - Agreement among Reporting Persons dated May __, 1997 for the filing of a single Schedule 13D pursuant to Rule 13d- 1(f)(1)(iii). 18 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we hereby certify that the information set forth in this statement is true, complete and correct. Date: May 30, 1997 /S/ Darrell R. Wells Darrell R. Wells, Darrell R. Wells Retirement Trust, Trustee SMC Retirement Trust, Darrell R. Wells Individual Trust, Trustee Exbury Partners, General Partner, SMC Advisors, Incorporated, President, Security Trend Partners, General Partner, Commonwealth Bancshares, Chairman of the Board National City Bank, Kentucky, Trustee for Darrell R. Wells Trust Under Agreement, Beneficiary Darrell R. Wells Money Pension Plan, Trustee /S/ FRANK T. KILEY Frank T. Kiley SMC Retirement Trust, Frank T. Kiley Individual Trust /S/ FRANK T. KILEY Frank T. Kiley, Trustee 19 EX-1 2 AGREEMENT, DATED MAY 30, 1997, AMONG REPORTING PERSON FOR THE FILING OF A SINGLE SCHEDULE 13D PURSUANT TO RULE 13D-1(F)(1)(III) EXHIBIT 1. Agreement among Reporting Persons dated May 30, 1997 for the filing of a single Schedule 13D pursuant to Rule 13d-1(f)(1)(iii) 20 AGREEMENT THIS AGREEMENT is made and entered into by and among DARRELL R. WELLS ("Wells"), FRANK T. KILEY ("Kiley"), both individuals, DARRELL R. WELLS RETIREMENT TRUST ("Wells Trust"), SMC RETIREMENT TRUST, DARRELL R. WELLS INDIVIDUAL TRUST ("SMC Trust"), COMMONWEALTH BANCSHARES, INC. ("CBI"), a Kentucky corporation, SMC ADVISORS, INCORPORATED ("SMC"), a Kentucky corporation, SECURITY TREND PARTNERS ("STP"), a Kentucky limited partnership, EXBURY PARTNERS ("Exbury"), a Kentucky limited partnership, SMC RETIREMENT TRUST, FRANK T. KILEY INDIVIDUAL TRUST ("Kiley Trust"), NATIONAL CITY BANK, KENTUCKY, TRUSTEE FOR DARRELL R. WELLS TRUST UNDER AGREEMENT ("NCB Trust"), and DARRELL R. WELLS MONEY PENSION PLAN ("Plan") (collectively, the "Group"). W I T N E S S E T H: WHEREAS, each member of the Group beneficially owns shares of the Class A Stock of Citizens Financial Corporation; WHEREAS, each member of the Group desires to file a single Schedule 13D indicating the beneficial ownership of each member; and WHEREAS, Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of 1934 (the "Act") requires 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 hereto, the parties hereto covenant and agree as follows: 1. Wells, Kiley, Wells Trust, SMC Trust, CBI, SMC, STP, Exbury, Kiley Trust, NCB Trust and the Plan agree that a single Schedule 13D and any amendments thereto relating to the shares of Class A Stock of Citizens Financial Corporation shall be filed on behalf of each of them. 2. Wells, Kiley, Wells Trust, SMC Trust, CBI, SMC, STP, Exbury, Kiley Trust, NCB Trust and the Plan 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 only upon the first to occur of the following: (a) the death of any of the individual parties hereto, (b) the dissolution, termination or settlement of 1 the Wells Trust, SMC Trust, CBI, SMC, STP, Exbury, Kiley Trust, NCB Trust, or the Plan, or (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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 30th day of May, 1997. /S/ DARRELL R. WELLS Darrell R. Wells, Individually Darrell R. Wells Retirement Trust By: /S/ DARRELL R. WELLS Darrell R. Wells, Trustee SMC Retirement Trust, Darrell R. Wells Individual Trust By: /S/DARRELL R. WELLS Darrell R. Wells, Trustee Commonwealth Bancshares, Inc. By: /S/ DARRELL R. WELLS Darrell R. Wells, Chairman SMC Advisors, Incorporated By: /S/ DARRELL R. WELLS Darrell R. Wells, President 2 Security Trend Partners By: /S/ DARRELL R. WELLS Darrell R. Wells, General Partner Exbury Partners By: /S/ DARRELL R. WELLS Darrell R. Wells, General Partner National City Bank, Kentucky, Trustee for Darrell R. Wells Trust Under Agreement By: /S/ DARRELL R. WELLS Darrell R. Wells, Beneficiary Darrell R. Wells Money Pension Plan By: /S/ DARRELL R. WELLS Darrell R. Wells, Trustee /S/ FRANK T. KILEY Frank T. Kiley, Individually SMC Retirement Trust, Frank T. Kiley Individual Trust By: /S/ FRANK T. KILEY Frank T. Kiley, Trustee 3 -----END PRIVACY-ENHANCED MESSAGE-----