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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) AUGUST 12, 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
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(Former name or former address, if changed since last report)
This Form consists of 6 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.
On August 12, 1998, the Board of Directors of
Citizens Financial Corporation (the "Company") approved a
plan to redeem on September 8, 1998 all of the shares of
its 1995 Class B Convertible Preferred Stock that have not
been converted into its Class A Stock by September 3, 1998.
The Board also approved a program for the Company to
repurchase up to 100,000 shares of its Class A Stock from
time to time in open-market or privately-negotiated
transactions. These approvals are described in a Press
Release dated August 13, 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 "common stock."
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
99 Press Release dated August 13, 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: August 14, 1998
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EXHIBIT INDEX
Exhibit
NUMBER DESCRIPTION PAGE
99 Press Release dated August 13, 1998 5
4
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EXHIBIT 99
FOR IMMEDIATE RELEASE
AUGUST 13, 1998
PRESS RELEASE
CITIZENS FINANCIAL TO CALL ALL PREFERRED
FOR CONVERSION OR REDEMPTION,
SET UP REPURCHASE PROGRAM FOR SOME COMMON
Louisville, KY (August 13, 1998) - Directors of
Citizens Financial Corporation (NASDAQ: CNFL) have approved
a plan to redeem on September 8, 1998 all of its 10%
convertible preferred stock that has not been converted
into common stock by September 3, 1998. The Board also
approved a program for the Company to repurchase up to
100,000 shares of its common stock from time to time in
open-market or privately-negotiated transactions.
The preferred stock is convertible at the option of
holders into common stock at an effective rate of $5.50 per
common share and redeemable at the same effective price
($4,048,000 in total), which is well below the common
stock's market price for the last several months. Holders
of over one-half of the preferred stock have indicated they
will convert to common. A total of 736,000 shares will be
issued if all preferred stock is converted. The Company
presently has 1,084,615 common shares outstanding. Any
payments the Company makes to redeem the preferred stock
will reduce the amount it will spend in the repurchase
program dollar-for-dollar.
The Company has earmarked up to $1,200,000 for the
repurchase program, less any funds it expends for the
redemption. Prices paid will not exceed the most recent
book value of the common stock. Management will determine
the number of shares purchased and the timing of purchases
in its discretion based upon a number of factors, including
the common stock's market price and market conditions, and
is not limited by a timetable or minimum price policy. The
Company may discontinue or suspend the repurchase program
at any time. Open-market purchases will be conducted in
accordance with applicable SEC rules. Repurchased shares
will be used for general corporate purposes.
Commenting on the Board's actions, Darrell R. Wells,
President, said "(w)e have been looking at the idea of a
repurchase program for some time, given that our stock has
traded at a discount to book value, and we believe it is a
good use of Company funds. While the market price has
improved, we still want to be able to take advantage of
repurchase opportunities that may exist from time to time.
More recently, the increase in market price has permitted
us to call the preferred stock and eliminate $400,000 per
year in dividends. If any stock is not converted, the
redemption will be at a very favorable price in relation to
the book value. On the other hand, conversion will add
$4,000,000 to our common equity, less what we may spend for
redemptions and the repurchase
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program, and improve our capacity to grow. Either way,
we think these are good moves for our shareholders."
Citizens Financial is a $125 million insurance holding
company based in Louisville. Its principal subsidiary,
Citizens Security Life Insurance Company, provides
insurance products in 20 states and the District of
Columbia.
For further information contact:
Lane A. Hersman
Executive Vice President
502/244-2420
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