1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
Citizens Financial Corporation
--------------------------------------------------------------------------------
(Name of Issuer)
Class A Stock, No Par Value
--------------------------------------------------------------------------------
(Title of Class of Securities)
174613 109
--------------------------------------------------------------------------------
(CUSIP Number)
Darrell R. Wells
4350 Brownsboro Road, Suite 310
Louisville, Kentucky 40207
(502) 897-0182
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
Voluntary Amendment
-------------------------------------------------------------------------------
(Date of Event when Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
2
CUSIP No. 174613 109
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
See Attachment
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
[ ]
Not Applicable
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Individuals are U.S. citizens. See Item 1 on the Attachment for place of
organization of other Reporting Persons.
--------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING See Attachment
PERSON WITH:
--------------------------------------------------------------------------------
8 SHARED VOTING POWER
See Attachment
--------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
See Attachment
--------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
See Attachment
--------------------------------------------------------------------------------
2
3
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Attachment
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
See Attachment
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
See Attachment
================================================================================
ATTACHMENT TO AMENDMENT
NO. 7 TO SCHEDULE 13D
ISSUER: CITIZENS FINANCIAL CORPORATION
1. NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Darrell R. Wells N/A
Darrell R. Wells Retirement Trust 61-6085280
SMC Retirement Trust, Darrell R. Wells Individual
Trust 61-0733969
Frank T. Kiley N/A
SMC Retirement Trust, Frank T. Kiley Individual
Trust 61-0733969
Commonwealth Bancshares, Inc.
(a Kentucky corporation) 61-1001327
Security Trend Partners
(a Kentucky limited partnership) 37-6084326
Exbury Partners
(a Kentucky limited partnership) 61-0851188
SMC Advisors, Incorporated
(a Kentucky corporation) 61-0981341
Commonwealth Bank & Trust, Trustee
for Darrell R. Wells Trust Under
Agreement 61-6185309
Darrell R. Wells Money Pension Plan 61-6085280
7. SOLE VOTING POWER
Darrell R. Wells (See Item 5(b)) 889,379
Frank T. Kiley 24,303
3
4
8. SHARED VOTING POWER
Darrell R. Wells (See Item 5(b)) 67,315
Commonwealth Bancshares, Inc. 67,315
9. SOLE DISPOSITIVE POWER
See Row 7.
10. SHARED DISPOSITIVE POWER
See Row 8.
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Darrell R. Wells 956,694*
Darrell R. Wells Retirement Trust 15,000
SMC Retirement Trust, Darrell R. Wells Individual
Trust 66,573
Frank T. Kiley 24,303**
SMC Retirement Trust, Frank T. Kiley Individual
Trust 18,000
Security Trend Partners 315,359
Exbury Partners 115,617
SMC Advisors, Incorporated 8,000
Commonwealth Bancshares, Inc. 67,315
Commonwealth Bank & Trust, Trustee for
Darrell R. Wells Trust Under Agreement 44,000
Darrell R. Wells Money Pension Plan 74,000
* Includes shares owned of record by Darrell R. Wells and all other
Reporting Persons named herein except Frank T. Kiley and SMC Retirement
Trust, Frank T. Kiley Individual Trust.
** Includes shares owned of record by Frank T. Kiley and SMC Retirement
Trust, Frank T. Kiley Individual Trust.
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
Darrell R. Wells 56.8%**
Darrell R. Wells Retirement Trust 0.9%
SMC Retirement Trust, Darrell R. Wells Individual
Trust 3.9%
Frank T. Kiley 1.4%***
SMC Retirement Trust, Frank T. Kiley Individual
Trust 1.1%
Security Trend Partners 18.7%
4
5
Exbury Partners 6.9%
SMC Advisors, Incorporated 0.5%
Commonwealth Bancshares, Inc. 4.0%
Commonwealth Bank & Trust, Trustee for
Darrell R. Wells Trust Under Agreement 2.6%
Darrell R. Wells Money Pension Plan 4.4%
* Percentage ownerships of the Reporting Persons have been calculated based
upon 1,685,228 shares of the Issuer's Class A Stock issued and outstanding
as of February 1, 2004.
** Includes shares owned of record by Darrell R. Wells and all other
Reporting Persons named herein except Frank T. Kiley and SMC Retirement
Trust, Frank T. Kiley Individual Trust.
*** Includes shares owned of record by Frank T. Kiley and SMC Retirement
Trust, Frank T. Kiley Individual Trust.
14. TYPE OF REPORTING PERSON
Darrell R. Wells - IN
Darrell R. Wells Retirement Trust - OO
SMC Retirement Trust, Darrell R. Wells Individual Trust - OO
Frank T. Kiley - IN
SMC Retirement Trust, Frank T. Kiley Individual Trust - OO
Security Trend Partners - PN
Exbury Partners - PN
SMC Advisors, Incorporated - IA, CO
Commonwealth Bancshares, Inc. - HC, CO
Commonwealth Bank & Trust, Trustee for
Darrell R. Wells Trust Under Agreement - OO
Darrell R. Wells Money Pension Plan - OO
CITIZENS FINANCIAL CORPORATION AMENDMENT NO. 7 TO SCHEDULE 13(D)
ITEM 1. - Security and Issuer
Class of Equity Security: Class A Stock, No Par Value.
Name and Address of Principal Executive Office of Issuer: Citizens
Financial Corporation, The Marketplace, Suite 300, 12906 Shelbyville Road,
Louisville, Kentucky 40243.
ITEM 2. - Identity and Background
The name, business address and present principal occupations or employment,
and the name, principal business and address of any corporation or other
organization in which such employment is conducted, of each Reporting Person is
set forth below:
5
6
DARRELL R. WELLS
----------------
(a) Name:
Darrell R. Wells
(b) Business Address:
4350 Brownsboro Road, Suite 310, Louisville, Kentucky 40207
(c) Present principal occupation:
General Partner, Security Management Company, principal business
- investments, 4350 Brownsboro Road, Suite 310, Louisville,
Kentucky 40207
(d) Criminal proceedings during past five years:
None
(e) Civil proceedings and/or judgment, decree or final order related
to Federal and State securities laws, during past five years:
None
(f) Citizenship:
United States
DARRELL R. WELLS RETIREMENT TRUST
---------------------------------
(a) Name:
Darrell R. Wells Retirement Trust
(b) Business Address:
4350 Brownsboro Road, Suite 310, Louisville, Kentucky 40207
(c) Present principal occupation:
Not applicable
(d) Criminal proceedings during past five years:
None
6
7
(e) Civil proceedings and/or judgment, decree or final order related
to Federal and State securities laws, during past five years:
None
(f) Citizenship:
United States
SMC RETIREMENT TRUST, DARRELL R. WELLS INDIVIDUAL TRUST
-------------------------------------------------------
(a) Name:
SMC Retirement Trust, Darrell R. Wells Individual Trust
(b) Business Address:
4350 Brownsboro Road, Suite 310, Louisville, Kentucky 40207
(c) Present principal occupation:
Not applicable
(d) Criminal proceedings during past five years:
None
(e) Civil proceedings and/or judgment, decree or final order related
to Federal and State securities laws, during past five years:
None
(f) Citizenship:
United States
FRANK T. KILEY
--------------
(a) Name:
Frank T. Kiley
(b) Business Address:
4350 Brownsboro Road, Suite 310, Louisville, Kentucky 40207
(c) Present principal occupation:
7
8
President, Commonwealth Bancshares, Inc., principal business -bank
holding company, 12906 Shelbyville Road,Louisville, Kentucky 40243
(d) Criminal proceedings during past five years:
None
(e) Civil proceedings and/or judgment, decree or final order related
to Federal and State securities laws, during past five years:
None
(f) Citizenship:
United States
SMC RETIREMENT TRUST, FRANK T. KILEY INDIVIDUAL TRUST
-----------------------------------------------------
(a) Name:
SMC Retirement Trust, Frank T. Kiley Individual Trust
(b) Business Address:
4350 Brownsboro Road, Suite 310, Louisville, Kentucky 40207
(c) Present principal occupation:
Not applicable
(d) Criminal proceedings during past five years:
None
(e) Civil proceedings and/or judgment, decree or final order related
to Federal and State securities laws, during past five years:
None
(f) Citizenship:
United States
EXBURY PARTNERS
---------------
(a) Name:
8
9
Exbury Partners
(a Kentucky limited partnership)
(b) Business Address:
4350 Brownsboro Road, Suite 310, Louisville, Kentucky 40207
(c) Present principal occupation:
Security Trader
(d) Criminal proceedings during past five years:
None
(e) Civil proceedings and/or judgment, decree or final order related
to Federal and State securities laws, during past five years:
None
Darrell R. Wells is the sole General Partner of Exbury Partners.
SMC ADVISORS, INCORPORATED
--------------------------
(a) Name:
SMC Advisors, Incorporated
(a Kentucky corporation)
(b) Business Address:
4350 Brownsboro Road, Suite 310, Louisville, Kentucky 40207
(c) Present principal occupation:
Security Trader
(d) Criminal proceedings during past five years:
None
(e) Civil proceedings and/or judgment, decree or final order related
to Federal and State securities laws, during past five years:
None
Darrell R. Wells is Chairman and President of SMC Advisors,
Incorporated.
9
10
DIRECTORS AND EXECUTIVE OFFICERS OF SMC ADVISORS, INCORPORATED
--------------------------------------------------------------
Name Residence or Present Principal
---- Business Address Occupations or Employment
---- ---------------- -------------------------
Darrell R. Wells 4350 Brownsboro Road, Suite 310 General Partner, Security
Louisville, Kentucky 40207 Management Company
Frank T. Kiley 4350 Brownsboro Road, Suite 310 President, Commonwealth
Louisville, Kentucky 40207 Bancshares, Inc.
All of the directors and executive officers of SMC Advisors, Incorporated
are citizens of the United States and during the last five years, none of the
directors or executive officers of SMC Advisors, Incorporated [i] has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor [ii] been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
SECURITY TREND PARTNERS
-----------------------
(a) Name:
Security Trend Partners
(a Kentucky limited partnership)
(b) Business Address:
4350 Brownsboro Road, Suite 310, Louisville, Kentucky 40207
(c) Present principal occupation:
Security Trader
(d) Criminal proceedings during past five years:
None
(e) Civil proceedings and/or judgment, decree or final order related
to Federal and State securities laws, during past five years:
None
Darrell R. Wells is the sole General Partner of Security Trend Partners.
COMMONWEALTH BANCSHARES, INC.
-----------------------------
(a) Name:
10
11
Commonwealth Bancshares, Inc.
(a Kentucky corporation)
(b) Business Address:
P.O. Box 249, Shelbyville, Kentucky 40065
(c) Present principal occupation:
Bank holding company
(d) Criminal proceedings during past five years:
None
(e) Civil proceedings and/or judgment, decree or final order related
to Federal and State securities laws, during past five years:
None
Darrell R. Wells is Chairman of Commonwealth Bancshares, Inc.
Frank T. Kiley is President and Director of Commonwealth Bancshares, Inc.
DIRECTORS OF COMMONWEALTH BANCSHARES, INC.
------------------------------------------
Name Residence or Present Principal
---- Business Address Occupation or Employment
---------------- ------------------------
Darrell R. Wells 4106 Lime Kiln Lane General Partner, Security
Louisville, Kentucky 40222 Management Company
Frank T. Kiley 3109 Boxhill Lane President, Commonwealth
Louisville, Kentucky 40222 Bancshares, Inc.
Perry C. Day 10701 St. Leger Chairman/CEO, First Security
Union, Kentucky 41091 Trust Bank
Rebecca M. Irvine 499 Lightfoot Road Homemaker/Civic Volunteer
Louisville, Kentucky 40207
Ben A. Thomas, Jr. 5700 Cropper Road Retired
Shelbyville, Kentucky 40065
Wayne H. Wells 6814 Transylvania Avenue Real Estate
Prospect, Kentucky 40059
Margaret A. Wells 4106 Lime Kiln Lane Homemaker/Civic Volunteer
Louisville, Kentucky 40222
Carl M. Thomas 148 Westwind Road Chairman/CEO, Commonwealth
Louisville, Kentucky 40207 Bank & Trust Company
11
12
Y. Peyton Wells 18 Westwind Road Restaurant Executive, WW
Louisville, Kentucky 40207 Cousins Systems, Inc.
EXECUTIVE OFFICERS OF COMMONWEALTH BANCSHARES, INC.
---------------------------------------------------
(who are not directors of Commonwealth Bancshares, Inc.)
Name Residence Present Principal
---- or Business Address Occupation or Employment
------------------- ------------------------
John L. Davis 2111 Winston Avenue Executive Vice President/CFO,
Louisville, Kentucky 40205 Commonwealth Bank & Trust Company
All of the directors and executive officers of Commonwealth Bancshares,
Inc. are citizens of the United States and during the last five years, none of
the directors or executive officers of Commonwealth Bancshares, Inc. [i] has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor [ii] been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
COMMONWEALTH BANK & TRUST, TRUSTEE FOR DARRELL R. WELLS TRUST
-------------------------------------------------------------
UNDER AGREEMENT
---------------
(a) Name:
Commonwealth Bank & Trust, Trustee for Darrell R. Wells Trust
Under Agreement
(b) Business Address:
4350 Brownsboro Road, Suite 310, Louisville, Kentucky 40207
(c) Present principal occupation:
Not applicable
(d) Criminal proceedings during past five years:
None
(e) Civil proceedings and/or judgment, decree or final order related
to Federal and State securities laws, during past five years:
None
(f) Citizenship:
12
13
United States
DARRELL R. WELLS MONEY PENSION PLAN
-----------------------------------
(a) Name:
Darrell R. Wells Money Pension Plan
(b) Business Address:
4350 Brownsboro Road, Suite 310, Louisville, Kentucky 40207
(c) Present principal occupation:
Not applicable
(d) Criminal proceedings during past five years:
None
(e) Civil proceedings and/or judgment, decree or final order related
to Federal and State securities laws, during past five years:
None
(f) Citizenship:
United States
ITEM 3. - Source and Amount of Funds and Other Consideration.
This Schedule 13D was originally filed following the Issuer's initial
registration of a class of securities under Section 12 of the Securities
Exchange Act of 1934. The registration, which was effective June 29, 1992,
covered the Issuer's Class A Stock. No purchase of the Class A Stock by any
Reporting Person was reported therein and information concerning the source and
amount of funds or other consideration with respect to prior acquisitions was
not regarded as material.
Amendment No. 1 to Schedule 13D was occasioned by two (2) purchases by
Exbury Partners of a total of 18,000 shares of the Class A Stock at a total cost
of $99,000 and one (1) purchase by Security Trend Partners of 20,000 shares of
the Class A Stock at a cost of $105,000. Exbury Partners and Security Trend
Partners used partnership funds in each of these purchases.
Amendment No. 2 to Schedule 13D was occasioned by three (3) purchases
by Security Trend Partners of a total of 14,423 shares of the Class A Stock at a
total cost of $75,901.50. Security Trend Partners used partnership funds in each
of these purchases. In addition, Darrell R. Wells received 4,000 shares of the
Class A Stock pursuant to a final
13
14
distribution made by the Estate of Rita Wells. Prior to the final distribution,
Mr. Wells had been deemed the beneficial owner of all of the 8,000 shares of the
Class A Stock held by the Estate of Rita Wells. The Estate of Rita Wells then
ceased to be a member of the Reporting Persons.
Amendment No. 3 to Schedule 13D was occasioned by three (3) purchases
of the 1995 Class B Convertible Preferred Stock of the Issuer (the "Preferred
Stock") by Reporting Persons. Each share of the Preferred Stock is immediately
convertible, at the current conversion rate, into two thousand (2,000) shares of
the Class A Stock of the Issuer. Security Trend Partners purchased one hundred
(100) shares of the Preferred Stock (which is convertible into two hundred
thousand (200,000) shares of the Class A Stock) for $1,100,000 from the Issuer.
Security Trend Partners used working capital to purchase the Preferred Stock.
SMC Retirement Trust, Frank T. Kiley Individual Trust, purchased nine (9) shares
of the Preferred Stock (which is convertible into eighteen thousand (18,000)
shares of the Class A Stock) for $99,000 from the Issuer. SMC Retirement Trust,
Frank T. Kiley Individual Trust, used personal funds to purchase the Preferred
Stock. Commonwealth Bancshares, Inc. purchased nine (9) shares of the Preferred
Stock (which is convertible into eighteen thousand (18,000) shares of the Class
A Stock) for $99,000 from the Issuer. Commonwealth Bancshares, Inc. used working
capital to purchase the Preferred Stock. All of the transactions described above
were closed on December 15, 1995.
Amendment No. 4 to Schedule 13D was occasioned by three (3) purchases
of the Preferred Stock by certain Reporting Persons. Each share of the Preferred
Stock is immediately convertible, at the current conversion rate, into two
thousand (2,000) shares of the Class A Stock of the Issuer. Darrell R. Wells
purchased thirty (30) shares of the Preferred Stock (which was convertible into
sixty thousand (60,000) shares of the Class A Stock) for $330,000 from the
Issuer. Mr. Wells used personal funds to purchase the Preferred Stock. National
City Bank, Kentucky, Trustee for Darrell R. Wells Trust Under Agreement (now
known as Commonwealth Bank & Trust, Trustee for Darrell R. Wells Trust Under
Agreement), purchased twenty-two (22) shares of the Preferred Stock (which is
convertible into forty-four thousand (44,000) shares of the Class A Stock) for
$242,000 from the Issuer, using personal funds to purchase the Preferred Stock.
Darrell R. Wells Money Pension Plan purchased thirty-seven (37) shares of the
Preferred Stock (which is convertible into seventy-four thousand (74,000) shares
of the Class A Stock) for $407,000 from the Issuer. Darrell R. Wells Money
Pension Plan used personal funds to purchase the Preferred Stock. All of the
transactions described above were closed on January 19, 1996.
Amendment No. 5 to Schedule 13D was occasioned by the sale by Darrell
R. Wells of two (2) shares of the Preferred Stock (which is convertible into
four thousand (4,000) shares of the Class A Stock) to a person who is not a
Reporting Person for $22,000. The transaction was closed on May 15, 1996.
Amendment No. 6 to Schedule 13D was occasioned by one purchase and one
sale by Security Trend Partners. On July 28, 1997, Security Trend Partners
purchased eight hundred (800) shares of the Issuer's Class A Stock for a
purchase price of $5.25 per share. Security Trend Partners used working capital
to purchase the shares of Class A Stock. On May 28, 1998, Security Trend
Partners sold 5,000 shares of the Class A Stock of the Issuer at a price of
$13.50 per share. In addition, in August and September 1998, several of the
Reporting Persons elected to convert a total of 205 shares of the Preferred
Stock of the Issuer into shares of the Issuer's
14
15
Class A Stock. Each share of the Preferred Stock was converted into two thousand
(2,000) shares of the Class A Stock, for a total of 410,000 shares of Class A
Stock.
ITEM 4. - Purpose of Transaction
The Reporting Persons acquired the Class A Stock of the Issuer for
investment. None of the Reporting Persons has any present plans or proposals
that relate to or would result in [a] the acquisition by any person of
additional securities of the Issuer, or the disposition of the securities of the
Issuer, although individual Reporting Persons have indicated an interest in
purchasing additional shares of the Class A Stock as they become available; [b]
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; [c] a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; [d] any change in the present Board of Directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board; [e] any material
change in the present capitalization or dividend policy of the Issuer; [f] any
other material change in the Issuer's business or corporate structure; [g] any
change in the Issuer's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; [h] causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
[i] a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act; or [j] an action
similar to any of those enumerated above. Each Reporting Person reserves a right
to formulate plans or proposals to take actions, similar to those described in
the preceding clauses [a] through [j] and with respect to any other matters as
such Reporting Person may determine. In addition, certain Reporting Persons
acting in the usual and ordinary course of their capacities as directors and
officers of the Issuer may from time to time consider transactions and decisions
similar to those described in the preceding clauses [a] through [j].
ITEM 5. - Interest in Securities of the Issuer
(a) As of February 1, 2004, the Reporting Persons beneficially
owned 980,997 shares of Class A Stock which constitutes
approximately 58.2% of the Class A Stock. The beneficial
ownership of Class A Stock by each of the Reporting Persons
is as follows:
Darrell R. Wells 956,694 56.8%*
Darrell R. Wells Retirement Trust 15,000 0.9%
SMC Retirement Trust,
Darrell R. Wells Individual Trust 66,573 3.9%
Frank T. Kiley 24,303 1.4%**
SMC Retirement Trust, Frank T. Kiley
Individual Trust 18,000 1.1%
Security Trend Partners 315,359 18.7%
Exbury Partners 115,617 6.9%
SMC Advisors, Incorporated 8,000 0.5%
Commonwealth Bancshares, Inc. 67,315 4.0%
15
16
Commonwealth Bank & Trust, Trustee
for Darrell R. Wells Trust Under
Agreement 44,000 2.6%
Darrell R. Wells Money Pension Plan 74,000 4.4%
* Includes shares owned of record by Darrell R. Wells and all other
persons named herein other than Frank T. Kiley and SMC Retirement
Trust, Frank T. Kiley Individual Trust.
** Includes shares owned of record by Frank T. Kiley and SMC
Retirement Trust, Frank T. Kiley Individual Trust.
(b) Sole Voting and/or Dispositive Power:
Shares with regard to which Darrell R. Wells has sole voting and
dispositive power:
Darrell R. Wells 250,830
Darrell R. Wells Retirement Trust 15,000
SMC Retirement Trust,
Darrell R. Wells Individual Trust 66,573
Security Trend Partners 315,359
Exbury Partners 115,617
SMC Advisors, Incorporated 8,000
Commonwealth Bank & Trust, Trustee
for Darrell R. Wells Trust Under Agreement 44,000
Darrell R. Wells Money Pension Plan 74,000
Shares with regard to which Frank T. Kiley has sole voting and
dispositive power:
Frank T. Kiley 6,303
SMC Retirement Trust, Frank T.
Kiley Individual Trust 18,000
Shares with regard to which voting and dispositive power are shared:
Commonwealth Bancshares, Inc. 67,315
Voting and dispositive power shared by Darrell R. Wells, Chairman, Frank T.
Kiley, Director, Perry C. Day, Director, Rebecca M. Irvine, Director, Ben A.
Thomas, Jr., Director, Wayne H. Wells, Director, Margaret A. Wells, Director,
Carl M. Thomas, Director and Y. Peyton Wells, Director.
(c) No transactions in the Class A Stock or the Preferred Stock were
effected by the Reporting Persons during the past 60 days.
16
17
(d) To the knowledge of the Reporting Persons, no other person has
the right to receive or the power to direct the receipt of
dividends from or the proceeds from the sale of, the Class A
Stock.
ITEM 6. - Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Persons are not a party to any contract, arrangement,
understanding or relationship (legal or otherwise) with respect to any
securities of the Issuer, including but not limited to transfer or voting of any
of the securities, finder's fees, joint ventures, loan or option agreements,
puts or calls, guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
ITEM 7. - Materials to be Filed as Exhibits.
Exhibit 1. - Agreement among Reporting Persons dated May 30, 1997 for the
filing of a single Schedule 13D pursuant to Rule 13d-1(f)(1)(iii)
(previously filed as Exhibit 1 to Amendment No. 5 to the Schedule 13D).
SIGNATURES
----------
After reasonable inquiry and to the best of our knowledge and belief,
we hereby certify that the information set forth in this statement is true,
complete and correct.
Date: February 11, 2004
/s/ Darrell R. Wells
------------------------------------------
Darrell R. Wells, in each of the following
capacities:
Darrell R. Wells, Individually
Darrell R. Wells Retirement Trust,
Trustee
SMC Retirement Trust, Darrell R.
Wells Individual Trust, Trustee
Exbury Partners, General Partner,
SMC Advisors, Incorporated,
President,
Security Trend Partners, General
Partner,
Commonwealth Bancshares, Chairman of
the Board
Commonwealth Bank & Trust, Trustee
for Darrell R. Wells Trust Under
Agreement, Beneficiary
Darrell R. Wells Money Pension Plan,
Trustee
17
18
/s/ Frank T. Kiley
----------------------------------------
Frank T. Kiley
SMC Retirement Trust, Frank T. Kiley
Individual Trust
/s/ Frank T. Kiley
-----------------------------------------
Frank T. Kiley, Trustee