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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) SEPTEMBER 3, 1998
CITIZENS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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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)
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (502) 244-2420
_______________________________________________________________________________
(Former name or former address, if changed since last report)
This Form consists of 5 consecutively-numbered pages. An index to
the Exhibits to this Form appears on page 4.
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS.
As previously reported (SEE Current Report on Form 8-K filed
August 14, 1998), on August 12, 1998, the Board of Directors of Citizens
Financial Corporation (the "COMPANY") approved a plan to redeem on
September 8, 1998 all 368 shares then outstanding of its 1995 Class B
Convertible Preferred Stock that had not been converted into its Class A
Stock by September 3, 1998.
By the September 3, 1998 deadline, the holders of 359 shares of
the 1995 Class B Convertible Preferred Stock had converted such shares into
718,000 shares of the Class A Stock. The holder of the remaining nine
shares of 1995 Class B Convertible Preferred Stock sold such shares to the
Company for $162,000 or $9.00 per share of the Class A Stock on an if-
fully-converted basis. Accordingly, no shares of the 1995 Class B
Convertible Preferred Stock are now outstanding and the Company will of
course not be required to redeem any of such Stock.
As a result of these transactions, the number of shares of Class
A Stock has increased to 1,802,615 shares. The Company's shareholders'
equity has increased by $3,870,545. If these transactions had occurred as
of June 30, 1998, total shareholders equity would have been $21,620,281.
As a further result of the conversions, the number of shares of
Class A Stock held by officers, directors and holders of 10% or more of the
Class A Stock and their respective affiliates is now 1,044,663 shares while
the number of shares held by other holders is now 757,952 shares.
Additional information concerning the conversions is described in
a Press Release dated September 4, 1998 (see Item 7 hereto). In the Press
Release, the 1995 Class B Convertible Preferred Stock is referred to
generally as the "preferred stock" and the Class A Stock is referred to
generally as the "common stock."
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
99 Press Release dated September 4, 1998
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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: September 4, 1998
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EXHIBIT INDEX
Exhibit
NUMBER DESCRIPTION PAGE
99 Press Release dated September 4, 1998 5
4
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EXHIBIT 99
FOR IMMEDIATE RELEASE
SEPTEMBER 4, 1998
PRESS RELEASE
MOST CITIZENS FINANCIAL PREFERRED STOCK
CONVERTS TO COMMON
Louisville, KY (September 4, 1998) - Citizens Financial Corporation
(NASDAQ: CNFL) announced today that the holders of 97% of its convertible
preferred stock elected to convert their shares into common stock by the
September 3 deadline for conversion. The Company purchased the remaining
preferred stock before the conversion deadline.
As a result, the Company's common shares outstanding increased by
718,000 to 1,803,000 shares, shareholders equity increased by $3,871,000
and the Company will not be required to redeem any shares of the preferred
stock pursuant to the call for redemption it issued last month.
Commenting on the Company's announcement, Darrell R. Wells, President,
said "the conversion of our preferred stock demonstrated strong on-going
support by our shareholders and has improved our prospects for further
growth."
Citizens Financial is a $130 million insurance holding company based
in Louisville. Its principal subsidiaries provide insurance products in 29
states and the District of Columbia.
For further information contact:
Lane A. Hersman
Executive Vice President
502/244-2420
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