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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION -------------------------
WASHINGTON, D.C. 20549 OMB Number: 3235-0058
Expires: January 31, 2005
Estimated average burden
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SEC FILE NUMBER
FORM 12b-25 0-20148
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CUSIP NUMBER
NOTIFICATION OF LATE FILING 174613 992
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(Check one): |_| Form 10-K |_| Form 20-F |X| Form 10-Q |_| Form N-SAR
For Period Ended: MARCH 31, 2003
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:______________________________________
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READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:_________________________________
_______________________________________________________________________________
PART I -- REGISTRANT INFORMATION
CITIZENS FINANCIAL CORPORATION
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Full Name of Registrant
N/A
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Former Name if Applicable
12910 SHELBYVILLE ROAD
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Address of Principal Executive Office (STREET AND NUMBER)
LOUISVILLE, KENTUCKY 40243
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense.
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, Form 11-K or Form NSAR, or portion
thereof, will be filed on or before the fifteenth calendar day
[X] following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof will
be filed on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the
transition report or portion thereof, could not be filed within the prescribed
time period.
SEE CONTINUATION SHEET (PAGE 3)
(Attach extra Sheets if Needed)
Persons who are to respond to the collection of information
contained in this form are not required to respond unless the
SEC 1344(11-02) form displays a currently valid OMB control number.
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
BRENT L. NEMEC 502 244-2451
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s)
Yes |X| No |_|
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
Yes |_| No |X|
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
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CITIZENS FINANCIAL CORPORATION
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: May 16, 2003 By /s/ BRENT L. NEMEC
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Brent L. Nemec, Vice President
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001)
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be a matter of public record in the Commission
files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amendment notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit reports within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T (ss.232.201 or ss.232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of
Regulation S-T (ss.232.13(b) of this chapter.
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CONTINUATION SHEET
PART III -- NARRATIVE (CONTINUED)
The registrant's Quarterly Report on Form 10-Q for the first quarter ended March
31, 2003 could not be filed within the prescribed period of time because of
delays encountered by the registrant's consulting actuarial firm in providing
calculations of policy reserves and deferred acquisition costs in the Preneed
Life business segment. These are complex actuarial calculations needed to
generate detailed accounting and administrative information for the registrant's
computer-based systems. Despite application of substantial resources and
continuous effort to complete this project, as of May 15, 2003 the calculation
and conversion of this informtion onto the registrant's computer systems could
not be successfully completed. Once completed, the registrant's independent
public accountants and the Audit Committee of the registrant's Board of
Directors must also complete their review of the quarterly financial results.