CITIZENS FINANCIAL CORP /KY/
8-K, 1998-04-07
ACCIDENT & HEALTH INSURANCE
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                              SECURITIES AND EXCHANGE COMMISSION
                                    Washington, D.C. 20549



                                           Form 8-K


                                        Current Report

                              Pursuant to Section 13 or 15(d) of
                              The Securities Exchange Act of 1934



Date of Report (Date of earliest event reported)      March 28, 1998            



                                           Citizens Financial Corporation       
                    (Exact name of registrant as specified in its charter)





      Kentucky                      0-20148                    61-1187135       
   (State or other                (Commission               (I.R.S. Employer
    jurisdiction                  File Number)               Identification No.)
   of incorporation)



        The Marketplace, Suite 300
        12910 Shelbyville Road, Louisville, Kentucky             40243          
         (Address of principal executive offices)             (Zip Code)




Registrant's telephone number, including area code (502) 244-2420               





                                                                                
         (Former name or former address, if changed since last report)



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<PAGE>

INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.  Other Events

     On April 6, 1998, Citizens Financial Corporation (the "Company") issued the
following  press release  concerning  modified terms for a  previously-announced
acquisition agreement:

FOR IMMEDIATE RELEASE
April 6, 1998



          Citizens Financial Modifies Terms of Pending Acquisition


     LOUISVILLE-April 6, 1998 - Citizens Financial Corporation (NASDAQ: CNFL) of
Louisville,  Kentucky today  announced a  modification  of the price and payment
terms of its agreement to acquire  United  Liberty Life  Insurance  Company from
Chaswil United Corp., a privately-held Cincinnati insurance holding company. The
deal was first announced last December.

     Under the revised terms, Citizens Financial will pay $6.4 million,  subject
to closing  adjustments,  down from $7.8  million.  The new price  includes a $2
million cash injection to replace certain  investments  that ULLIC will transfer
to Chaswil

     The  transaction  is to  close  as soon as  state  and  federal  regulatory
clearances are received. It will increase Citizens Financial's assets from about
$85 million to about $125 million.



For further information contact:

                                        Lane A. Hersman
                                   Executive Vice President
                                         502/244-2420



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<PAGE>


                                          Signatures


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                 Citizens Financial Corporation



                              By: /s/ Lane A. Hersman                          
                                  Lane A. Hersman, Executive Vice President



Date:  April 6, 1998








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