formsc13e3a.htm
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT
NO. 1
to
SCHEDULE
13E-3
Rule
13e-3 Transaction Statement
(Pursuant
to Section 13(e) of the Securities Exchange Act of 1934)
Citizens
Financial Corporation
(Name
of
the Issuer)
Citizens
Financial Corporation
Darrell
R. Wells
Margaret
A. Wells
(Name
of
Persons Filing Statement)
(Title
of
Class of Securities)
(CUSIP
Number of Class of Securities)
John
Cornett
Citizens
Financial Corporation
12910
Shelbyville Rd., Suite 300
Louisville,
KY 40243
(Name,
Address, and Telephone Number of Person Authorized to Receive Notices and
Communication on Behalf of Person(s) Filing Statement)
This
statement is filed in connection with (check the appropriate box):
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a.
x
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The
filing of solicitation materials or an information statement subject
to
Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
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b.
o
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The
filing of a registration statement under the Securities Act of
1933.
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Check
the
following box if the soliciting materials or information statement referred
to
in checking box (a) are preliminary copies: x
Check
the
following box if the filing is a final amendment reporting the results of the
transaction: o
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Transaction
valuation*
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Amount
of filing fee*
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$1,234,900
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$37.91
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*
The
transaction value is calculated based on $7.25 per share to be paid for an
estimated 170,331 pre-reverse stock split shares in lieu of the fractional
shares expected to be created by the Rule 13e-3 transaction. The
filing fee is $30.70 per million dollars of the transaction value.
x
Check the box if any
part of the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing
with which the offsetting fee was previously paid. The filing fee of
$37.91 was previously paid by Citizens Financial Corporation in connection
with
the initial filing of this Schedule 13E-3, SEC Accession No.
0001140361-07-014413, on July 19, 2007.
INCORPORATION
BY REFERENCE
In
accordance with General Instruction F to Schedule 13E-3, the information set
forth in the Proxy Statement (including the appendices thereto) is incorporated
herein by reference in response to Items 1 through 14 of this Schedule 13E-3,
in
the manner and to the extent specified below.
CAUTIONARY
NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This
Schedule 13E-3 (and the documents that have been incorporated herein by
reference) contains certain forward-looking statements and information with
respect to the financial condition, results of operations, and business of
the
Company. These forward-looking statements are not guarantees of
future performance and involve risks and uncertainties and are based on the
beliefs and assumptions of the management of the Company and on information
available to management at the time these disclosures were
prepared. These statements might be identified by the use of words or
phrases such as “will likely result,” “are expected to,” “anticipate,”
“estimate,” “project,” or similar expressions. You should not place
undue reliance on forward-looking statements that reflect management’s view only
on the date hereof. A number of important factors could cause actual
results to differ materially from those in the forward-looking
statements.
Item
1. Summary Term Sheet.
The
information required by this Item is set forth in Exhibit 1 hereto (the “Proxy
Statement”), under the caption “SUMMARY TERM SHEET,” and is incorporated herein
by reference.
Item
2. Subject Company Information.
The
information required by this Item is set forth in the Proxy Statement under
the
caption “COMPANY INFORMATION” and is incorporated herein by
reference.
Item
3. Identity and Background of Filing Person.
The
business address of each filing person listed on the cover of this Schedule
13E-3 is c/o Citizens Financial Corp., 12910 Shelbyville Rd., Suite 300,
Louisville, KY 40243. The business telephone number of each filing
person is (502) 244-2420. Both Mr. and Mrs. Wells are directors
of the Company, and Mr. Wells is the President and Chief Executive Officer
of
the Company. Both Mr. and Mrs. Wells are United States
citizens. The other information regarding the filing persons and
persons specified in General Instruction C to the Schedule may be found in
the
Proxy Statement under the caption “COMPANY INFORMATION – Information regarding
Directors and Executive Officers,” and is incorporated herein by
reference.
Item
4. Terms of the Transaction.
The
information required by this Item is set forth in the Proxy Statement under
the
captions “TERMS OF THE TRANSACTION,” “SPECIAL FACTORS – Reasons for the Reverse
Stock Split,” “SPECIAL FACTORS – Effects of the Reverse Stock Split,” “SPECIAL
FACTORS – Fairness of the Transaction,” and “OTHER INFORMATION – Dissenters’
Rights,” and is incorporated herein by reference.
Item
5. Past Contacts, Transactions, Negotiations, and
Agreements.
The
information required by this Item is set forth in the Proxy Statement under
the
caption “COMPANY INFORMATION – Certain Related Party Transactions,” and “-
Interests of Certain Parties in the Reverse Stock Split,” and is incorporated
herein by reference.
Item
6. Purposes of the Transaction and Plans or
Proposals.
The
information required by the Item is set forth in the Proxy Statement under
the
captions “TERMS OF THE TRANSACTION – Fractional Shares,” “SPECIAL FACTORS –
Effects of the Reverse Stock Split,” and is incorporated herein by
reference.
Item
7. Purposes, Alternatives, Reasons, and
Effects.
The
information required by this Item is set forth in the Proxy Statement under
the
captions “SPECIAL FACTORS – Purposes of the Reverse Stock Split,” “SPECIAL
FACTORS – Alternatives Considered,” “SPECIAL FACTORS – Reasons for the Reverse
Stock Split,” “SPECIAL FACTORS – Effects of the Reverse Stock Split,” “SPECIAL
FACTORS – Advantages and Disadvantages of Terminating SEC Registration,” and
“SPECIAL FACTORS – Federal Income Tax Consequences,” and is incorporated herein
by reference.
Item
8. Fairness of the Transaction.
The
information required by this Item is set forth in the Proxy Statement under
the
caption “SPECIAL FACTORS – Fairness of the Transaction,” and is incorporated
herein by reference.
Item
9. Reports, Opinions, Appraisals, and
Negotiations.
The
information required by this Item is set forth in the Proxy Statement under
the
captions “SPECIAL FACTORS – Fairness of the Transaction,” and “SPECIAL FACTORS –
Opinion and Report of the Financial Advisor,” and is incorporated herein by
reference.
Item
10. Source and Amounts of Funds or Other
Consideration.
The
information required by this Item is set forth in the Proxy Statement under
the
caption “OTHER INFORMATION – Source and Amount of Funds,” and is incorporated
herein by reference. A copy of the financing agreement between the
Company and Mr. Wells is attached as Exhibit 2 to this Schedule
13E-3.
Item
11. Interest in Securities of the Subject
Company.
The
information required by this Item is set forth in the Proxy Statement under
the
caption “COMPANY INFORMATION – Interest in Securities of the Company,” and is
incorporated herein by reference.
Item
12. The Solicitation or Recommendation.
The
information required by this Item is set forth in the Proxy Statement under
the
captions “SPECIAL FACTORS – Effects of the Reverse Stock Split,” and “OTHER
INFORMATION – Interest in Securities of the Company,” and is incorporated herein
by reference.
Item
13. Financial Statements.
The
audited historical financial statement information contained in the Company’s
Form 10-K as of December 31, 2006, as modified by the Company’s Current Report
of Form 8-K, as amended, filed April 17, 2007, is incorporated herein by
reference.
The
unaudited historical financial statement information contained in the Company’s
Form 10-Q as of June 30, 2007 is incorporated herein by
reference.
The
summary historical financial statement information set forth in the Proxy
Statement under the caption “OTHER INFORMATION – Financial Information – Summary
Historical Financial Information” is incorporated herein by
reference.
The
pro
forma information set forth in the Proxy Statement under the caption “OTHER
INFORMATION – Financial Information – Pro Forma Financial Information” is
incorporated herein by reference.
Item
14. Persons / Assets Retained, Employed, Compensated, or
Used.
Not
applicable.
Item
15. Additional Information.
The
information set forth in the Proxy Statement is incorporated herein by
reference.
Item
16. Exhibits.
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1.
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Amendment
Number 1 to the Preliminary Proxy Statement of the Company, Notice
of the
Special Meeting of Shareholders, and related information,
including*:
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Appendix
A:
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Articles
of Amendment to the Articles of Incorporation of the
Company;
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Appendix
B:
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Chapter
271B, Subtitle 13, of the Kentucky Revised Statutes;
and
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Appendix
C:
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Opinion
of Financial Advisor.
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2.
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Discretionary
Revolving Line of Credit Note dated June 29,
2007**
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3.
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Letter
of Transmittal**
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4.
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Valuation
Report of the Independent Financial Advisor, dated June 22,
2007**
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Analysis
prepared by the Company’s Executive Vice President and Chief Operating
Officer and presented to the Board of Directors on June 14,
2007
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*
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Incorporated
by reference to the Company’s Preliminary Schedule 14A, as amended, filed
with the SEC on August 29,
2007.
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**
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Incorporated
by reference to the Company’s initial Schedule 13E-3, filed with the SEC
on July 19, 2007.
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[signatures
appear on the following page]
SIGNATURES
After
due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete, and
correct.
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CITIZENS
FINANCIAL CORPORATION
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By:
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/s/
Darrell R. Wells
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Darrell
R. Wells
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President
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OTHER
FILING PERSONS:
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/s/
Darrell R. Wells
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Darrell
R. Wells
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/s/
Margaret A. Wells
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Margaret
A. Wells
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Dated:
August 29, 2007
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