<PAGE>
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 /___/.
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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) <square>
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
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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<F1>
Darrell R. Wells Retirement Trust 15,000
SMC Retirement Trust, Darrell R. Wells Individual
Trust 66,573
Frank T. Kiley 24,303<F2>
SMC Retirement Trust, Frank T. Kiley Individual
Trust 18,000
Security Trend Partners 318,187
Exbury Partners 115,617
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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]
<F1> 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.
<F2> 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%<F1>
Darrell R. Wells Retirement Trust 1.0%
SMC Retirement Trust, Darrell R. Wells Individual
Trust 4.5%
Frank T. Kiley 2.2%<F2>
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]
<F1> 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.
<F2> 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
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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
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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
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(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
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(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
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(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
<TABLE>
<CAPTION>
NAME Residence or Present Principal
BUSINESS ADDRESS OCCUPATIONS OR EMPLOYMENT
<S> <C> <C>
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
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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
</TABLE>
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.
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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.
<TABLE>
<CAPTION>
Residence or Present Principal
NAME BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT
<S> <C> <C>
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
</TABLE>
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EXECUTIVE OFFICERS OF COMMONWEALTH BANCSHARES, INC.
(who are not directors of Commonwealth Bancshares, Inc.)
<TABLE>
<CAPTION>
Residence Present Principal
NAME OR BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT
<S> <C> <C>
Nate Evans 2402 Chatsworth Lane Chief Financial Officer, Shelby
Louisville, Kentucky 40242 County Trust Bank
</TABLE>
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
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(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
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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
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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<F1>
shares issuable upon conversion
of the Preferred Stock) 959,522 65.4%<F2>
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<F1>
shares issuable upon conversion
15
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of the Preferred Stock) 24,303 2.2%<F3>
SMC Retirement Trust, Frank T. Kiley
Individual Trust (includes 18,000<F1>
shares issuable upon conversion of
the Preferred Stock) 18,000 1.6%
Security Trend Partners (includes
200,000<F1> 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<F1> 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<F1> shares
issuable upon conversion of the
Preferred Stock) 44,000 3.0%
Darrell R. Wells Money Pension Plan
(includes 74,000<F1> shares issuable
upon conversion of the Preferred
Stock) 74,000 5.0%
[FN]
<F1> Based on the current conversion price.
<F2> 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.
<F3> 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<F1>
shares issuable upon conversion of
the Preferred Stock) 250,830
Darrell R. Wells Retirement Trust 15,000
SMC Retirement Trust,
16
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Darrell R. Wells Individual Trust 66,573
Security Trend Partners (includes
200,000<F1> 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<F1> shares
issuable upon conversion of the
Preferred Stock) 44,000
Darrell R. Wells Money Pension Plan
(includes 74,000<F1> 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<F1> 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<F1> shares
issuable upon conversion of
the Preferred Stock) 67,315
<F1> 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
<PAGE>
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).
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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
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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)
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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
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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
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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
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