UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 6)
<TABLE>
<CAPTION>
<S> <C> <C>
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)
</TABLE>
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 [ ].
<PAGE>
CUSIP NO.174613 10 9 13D Page 2 of 18 Pages
<TABLE>
<CAPTION>
<S> <C> <C>
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
WC
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 Attach-
ment for place of organization of other Reporting
Persons.
7 SOLE VOTING POWER
NUMBER OF
SHARES See Attachment
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING See Attachment
PERSON
WITH: 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
<PAGE>
ATTACHMENT TO AMENDMENT
NO. 6 TO SCHEDULE 13D
ISSUER: CITIZENS FINANCIAL CORPORATION
1. NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Darrell R. Wells N/A
Darrell R. Wells Retirement Trust 61-6085280
SMC Retirement Trust, Darrell R. Wells Individual
Trust 61-0733969
Frank T. Kiley N/A
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)) 888,007
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 Row 7.
10. SHARED DISPOSITIVE POWER
See Row 8.
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Darrell R. Wells 955,322*
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 313,987
Exbury Partners 115,617
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
* 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.
<PAGE>
** 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 53.0%**
Darrell R. Wells Retirement Trust 0.8%
SMC Retirement Trust, Darrell R. Wells Individual
Trust 3.7%
Frank T. Kiley 1.3%***
SMC Retirement Trust, Frank T. Kiley Individual
Trust 1.0%
Security Trend Partners 17.4%
Exbury Partners 6.4%
SMC Advisors, Incorporated 0.4%
Commonwealth Bancshares, Inc. 3.7%
National City Bank, Kentucky, Trustee for
Darrell R. Wells Trust Under Agreement 2.4%
Darrell R. Wells Money Pension Plan 4.1%
* Percentage ownerships of the Reporting Persons have been calculated
based upon 1,802,615 shares of the Issuer's Class A Stock issued and
outstanding as of September 4, 1998.
** 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.
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
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
4
<PAGE>
CITIZENS FINANCIAL CORPORATION AMENDMENT NO. 6 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, Ken-
tucky 40207
5
<PAGE>
(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, Ken-
tucky 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, Ken-
tucky 40207
6
<PAGE>
(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, Ken-
tucky 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, Ken-
tucky 40207
7
<PAGE>
(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, Ken-
tucky 40207
(c) Present principal occupation:
Security Trader/Investment Advisor
(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>
<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
</TABLE>
8
<PAGE>
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, Ken-
tucky 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.
COMMONWEALTH BANCSHARES, INC.
(a) Name:
Commonwealth Bancshares, Inc.
(a Kentucky corporation)
(b) Business Address:
P.O. Box 249, Shelbyville, Kentucky 40065
9
<PAGE>
(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>
Name Residence or Present Principal
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>
10
<PAGE>
EXECUTIVE OFFICERS OF COMMONWEALTH BANCSHARES, INC.
(who are not directors of Commonwealth Bancshares, Inc.)
<TABLE>
<CAPTION>
NAME Residence Present Principal
OR BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT
<S> <C> <C>
Nate Evans 2402 Chatsworth Lane Chief Financial Officer, Shelby County
Louisville, Kentucky 40242 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 Con-
trol, 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
11
<PAGE>
(b) Business Address:
4350 Brownsboro Road, Suite 310, Louisville, Ken-
tucky 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 registra-
tion, 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 was immediately convertible into two
12
<PAGE>
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 was 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 was 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 was convertible into eighteen thousand (18,000) shares of the
Class A Stock) for $99,000 from the Issuer. Commonwealth Banc-
shares, 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 was immediately convertible 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 was 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 was 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.
Amendment No. 5 to Schedule 13D was occasioned by the
sale by Darrell R. Wells of two (2) shares of the Preferred Stock
(which was convertible into four thousand (4,000) shares of the
Class A Stock) to a person who is not a Reporting Person for
$22,000. The transaction was closed on May 15, 1996.
On July 28, 1997, Security Trend Partners purchased eight
hundred (800) shares of the Issuer's Class A Stock for a purchase
price of $5.25 per share. The transaction was effected through a
broker. Security Trend Partners used working capital to purchase
the shares of Class A Stock.
13
<PAGE>
On May 28, 1998, Security Trend Partners sold 5,000
shares of the Class A Stock of the Issuer at a price of $13.50 per
share. The transaction was effected through a broker.
In August and September 1998, several of the Reporting
Persons elected to convert a total of 205 shares of the Preferred
Stock of the Issuer into shares of the Issuer's Class A Stock. See
Item 5(c). Each share of the Preferred Stock was converted into
two thousand (2,000) shares of the Class A Stock, and no cash
consideration was paid by the Reporting Persons in connection with
the conversions.
ITEM 4. - Purpose of Transaction
The Reporting Persons acquired the Class A 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 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].
14
<PAGE>
ITEM 5. - Interest in Securities of the Issuer
(a) As of September 4, 1998, the Reporting Persons benefi-
cially owned 979,625 shares of Class A Stock which
constitutes approximately 54.3% of the Class A
Stock. The beneficial ownership of Class A Stock
by each of the Reporting Persons is as follows:
Darrell R. Wells 955,322 53.0%*
Darrell R. Wells Retirement Trust 15,000 0.8%
SMC Retirement Trust,
Darrell R. Wells Individual Trust 66,573 3.7%
Frank T. Kiley 24,303 1.3%**
SMC Retirement Trust, Frank T. Kiley
Individual Trust 18,000 1.0%
Security Trend Partners 313,987 17.4%
Exbury Partners 115,617 6.4%
SMC Advisors, Incorporated 8,000 0.4%
Commonwealth Bancshares, Inc. 67,315 3.7%
National City Bank, Kentucky, Trustee
for Darrell R. Wells Trust Under
Agreement 44,000 2.4%
Darrell R. Wells Money Pension Plan 74,000 4.1%
* 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.
** Includes shares owned of record by Frank T. Kiley and SMC
Retirement Trust, Frank T. Kiley Individual Trust.
(b) Sole Voting and/or Dispositive Power:
Shares with regard to which Darrell R. Wells has
sole voting and dispositive power:
Darrell R. Wells 250,830
Darrell R. Wells Retirement Trust 15,000
SMC Retirement Trust,
Darrell R. Wells Individual Trust 66,573
Security Trend Partners 313,987
Exbury Partners 115,617
SMC Advisors, Incorporated 8,000
National City Bank, Kentucky, Trustee
for Darrell R. Wells Trust Under
Agreement 44,000
Darrell R. Wells Money Pension Plan 74,000
15
<PAGE>
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 18,000
Shares with regard to which voting and dispositive power
are shared:
Commonwealth Bancshares, Inc. 67,315
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) Except as described below, no transactions in the
Class A Stock or the Preferred Stock were effected
by the Reporting Persons during the past 60 days or
since the most recent filing of Schedule 13D.
On July 28, 1997, Security Trend Partners purchased eight
hundred (800) shares of the Issuer's Class A Stock for a purchase
price of $5.25 per share. The transaction was effected through a
broker. Security Trend Partners used working capital to purchase
the shares of Class A Stock.
On May 28, 1998, Security Trend Partners sold 5,000
shares of the Class A Stock of the Issuer at a price of $13.50 per
share. The transaction was effected through a broker.
In August and September 1998, several of the Reporting
Persons elected to convert their shares of the Preferred Stock of
the Issuer into shares of the Issuer's Class A Stock, as described
below. Each share of the Preferred Stock was converted into two
thousand (2,000) shares of the Class A Stock, and no cash consid-
eration was paid in connection with the conversions.
On August 27, 1998, SMC Retirement Trust, Frank T. Kiley
Individual Trust, elected to convert nine (9) shares of the
Preferred Stock into eighteen thousand (18,000) shares of the
Issuer's Class A Stock.
On August 27, 1998, Commonwealth Bancshares, Inc. elected
to convert nine (9) shares of the Preferred Stock into eighteen
thousand (18,000) shares of the Issuer's Class A Stock.
16
<PAGE>
On August 27, 1998, Security Trend Partners elected to
convert one hundred (100) shares of the Preferred Stock into two
hundred thousand (200,000) shares of the Issuer's Class A Stock.
On August 28, 1998, Darrell R. Wells elected to convert
twenty-eight (28) shares of the Preferred Stock into 56,000 shares
of the Issuer's Class A Stock.
On August 28, 1998, Darrell R. Wells Money Pension Plan
elected to convert thirty-seven (37) shares of the Preferred Stock
into seventy-four thousand (74,000) shares of the Issuer's Class A
Stock.
On September 1, 1998, National City Bank, Kentucky,
Trustee for Darrell R. Wells Trust Under Agreement, converted 22
shares of the Preferred Stock into forty-four thousand (44,000)
shares of the Issuer's Class A Stock.
(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-
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
30, 1997 for the filing of a single Schedule 13D pursuant
to Rule 13d-1(f)(1)(iii)(previously filed as Exhibit 1 to
Amendment No. 5 to the Schedule 13D).
17
<PAGE>
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: September 29, 1998 /S/ DARRELL R. WELLS
Darrell R. Wells, in each of the
following capacities:
Darrell R. Wells, Individually
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
18
