UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13E-3/A
(Rule
13e-100)
RULE
13e-3 TRANSACTION STATEMENT UNDER
SECTION
13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
CITIZENS
FINANCIAL CORP.
(Name of
Issuer)
CITIZENS
FINANCIAL CORP.
(Name of
Person(s) Filing Statement)
Common
Stock, Par Value $2.00 Per Share
(Title of
Class of Securities)
17461K 10
1
(CUSIP
Number of Class of Securities)
Greyson
E. Tuck
Gerrish
McCreary Smith, PC
700
Colonial Road, Suite 200
Memphis,
Tennessee 38117
(901)
767-0900
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and Communications on Behalf of Persons Filing Statement)
This
statement is filed in connection with (check the appropriate box):
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a.
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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.
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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 fee is a final amendment reporting the results of
the transaction:
o
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CALCULATION
OF FILING FEE
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Transaction
Valuation*
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Amount of Filing
Fee
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*$651,483.50
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**$130.30
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* For
purposes of calculation of fee only, this amount is based on 79,386 shares (the
number of shares of common stock of the Issuer to be converted into the right to
receive Class A common stock in the proposed Merger) multiplied by $8.206529,
the average sales price for the Company’s common stock over the third quarter of
2009.
**
Determined pursuant to Rule 0-11(b) by multiplying $651,483.50 by
0.0002.
þ
Check
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. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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Amount
previously paid: $130.30
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Filing
Party: Citizens Financial Corp.
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Form
or Registration No.: 065-82993
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Date
Filed: September 25,
2009
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Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of this transaction, passed upon the merits or fairness
of this transaction or passed upon the adequacy or accuracy of the disclosure in
this document. Any representation to the contrary is a criminal
offense.
TABLE
OF CONTENTS
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ITEM
1.
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1
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ITEM
2.
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4
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ITEM
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ITEM
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ITEM
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ITEM
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12
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ITEM
8.
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12
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ITEM
9.
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14
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ITEM
10.
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14
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ITEM
11.
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15
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ITEM
12.
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16
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ITEM
13.
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16
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ITEM
14.
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16
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ITEM
15.
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16
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ITEM
16.
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17
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17
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SCHEDULE
13E-3/A
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ITEM
1.
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SUMMARY
TERM SHEET.
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Reg. M-A
1001
Citizens
Financial Corp.’s (“Citizens Financial” or “Company”) Board of Directors has
adopted an Amendment to the Company’s Certificate of Incorporation and an
Agreement of Merger which, if approved by the Company’s shareholders, will have
the effect of reducing the number of Company shareholders owning the Company’s
existing common stock to less than 300 and restricting the number of
shareholders owning the Company’s newly created Class A Common Stock to less
than 500 (“Transaction”). The Company must implement the Amendment to
the Company’s Certificate of Incorporation to provide authorized Class A Common
Stock shares. The Agreement of Merger must be completed to reclassify
certain Company Common Stock shares into shares of the newly created Class A
Common Stock. Following the Amendment and the Merger, the Company
expects to suspend its SEC reporting obligations in accordance with SEC Rule
12h-3.
The
following is the Summary Term Sheet for the Transaction:
THE
AMENDMENT
THE
AMENDMENT TO THE CERTIFICATE OF INCORPORATION.
On August
5, 2009, Citizens Financial’s Board of Directors adopted an Amendment to the
Company’s Certificate of Incorporation which provides for the authorization of
4,500,000 shares of Class A Common Stock and 4,500,000 shares of Class B Common
Stock. The Amendment has not yet become effective. The
Amendment will become effective following shareholder approval and the filing of
the Certificate of Amendment with the Delaware Secretary of State.
According
to the terms of the Amendment, if the Amendment is approved:
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·
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The
Fourth clause of the Company’s Certificate of Incorporation will be
amended to authorize 4,500,000 shares of Class A Common Stock, which will
enjoy rights and privileges separate and distinct from the rights and
privileges of the existing Common Stock and the Class B Common
Stock.
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·
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The
Fourth clause of the Company’s Certificate of Incorporation will be
amended to authorize 4,500,000 shares of Class B Common Stock, which will
enjoy rights and privileges separate and distinct from the existing Common
Stock and the Class A Common Stock.
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·
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The
number of authorized Common Stock shares will remain at its current number
of 4,500,000. The existing Common Stock will continue to enjoy
all the rights and privileges it currently enjoys, without
change.
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The
filing of the Amendment will not result in any issuance of Class A Common Stock
or Class B Common Stock shares. The Amendment will only serve to
amend the Company’s Certificate of Incorporation to provide authorized Class A
Common Stock and Class B Common Stock shares.
EFFECTS
OF THE AMENDMENT
As a
result of the Amendment:
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·
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Citizens
Financial’s Certificate of Incorporation will be amended to authorize
4,500,000 shares of Class A Common Stock and 4,500,000 shares of Class B
Common Stock; and
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·
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The
Company’s currently authorized 4,500,000 shares of Common Stock will be
unchanged.
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CLASS
A COMMON STOCK RIGHTS AND PRIVILEGES
The
Amendment provides the Class A Common Stock will have rights and privileges
separate and distinct from the existing Common Stock and the Class B Common
Stock. The Class A Common Stock will enjoy the following rights and
privileges:
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·
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VOTING
RIGHTS – The Class A Common Stock will be allowed voting rights only if
the shareholders are being asked to approve a merger, consolidation,
conversion, sale of assets other than in the regular course of business,
voluntary dissolution of the corporation, or as required by
law. The Class A Common Stock will not enjoy general voting
rights, including the right to participate in the annual election of
directors.
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·
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DIVIDENDS
– If the Company declares dividends, dividends must be paid on the Class A
Common Stock before dividends may be paid on the existing Common
Stock. However, the Company shall be under no obligation to pay
dividends, and dividends are not cumulative. If dividends are
paid, the dividends paid on the Class A Common Stock will enjoy a 5%
premium over and above what is paid on the Common
Stock.
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·
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CONVERSION
– In the event the Company is party to a merger, share exchange, sale of
assets other than in the regular course of business, voluntary dissolution
of the Company, or other change in control which will result in the
merger, sale, dissolution or effective dissolution of the Company, the
Class A Common Stock will be converted into Common Stock shares and will
be treated equally in all respects with the existing Common
Stock.
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·
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REDEMPTION
– The Class A Common Stock will have no redemption
rights.
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RIGHT
OF FIRST REFUSAL – The Class A Common Stock has a right of first refusal
in favor of the Company. Generally, this right of first refusal
requires a Class A Common Stock shareholder to notify the Company in
writing of the terms of any transfer or sale of the Class A Common
Stock. Following receipt of the written notice, the Company has
five (5) business days to either request additional information regarding
the sale or to immediately exercise its right of first refusal and
purchase the shares of Class A Common Stock that are subject to the
proposed transfer or sale upon the same terms as the proposed transfer or
sale. If the transfer is to be made without consideration (i.e.
a gift), the Company shall have the right to purchase the shares for an
amount determined by the Board to be the fair value of the
shares. The Company retains the right to not exercise its right
of first refusal, which will allow the Class A Common Stock shareholder to
sell or transfer the shares in accordance with the terms of the proposed
transfer or offer. Any Class A Common Stock shares transferred
in violation of the right of first refusal is void and of no effect and
will not be recognized by the
Company.
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·
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LIQUIDATION
PREFERENCE – The Class A Common Stock will have a liquidation preference
over the existing Common Stock and the Class B Common Stock. In
the event of a liquidation, the Class A Common Stock shareholders will be
entitled to receive liquidation assets equal to those assets received by
the Common Stock shareholders or the book value of the corporation’s
Common Stock, whichever is greater.
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CLASS
B COMMON STOCK RIGHTS AND PRIVILEGES
The
Amendment provides the Class B Common Stock will have rights and privileges
separate and distinct from the existing Common Stock and the Class A Common
Stock. The Class B Common Stock will enjoy the following rights and
privileges:
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·
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VOTING
RIGHTS – The Class B Common Stock will be allowed voting rights only if
the shareholders are being asked to approve a merger, consolidation,
conversion, sale of assets other than in the regular course of business,
voluntary dissolution of the corporation, or as required by
law. The Class B Common Stock will not enjoy general voting
rights, including the right to participate in the annual election of
directors.
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·
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DIVIDENDS
– If the Company declares dividends, dividends must be paid on the Class B
Common Stock after dividends are paid on the Class A Common Stock, but
before dividends may be paid on the existing Common
Stock. However, there shall be no obligation to pay dividends
and dividends shall not be cumulative. If dividends are paid,
the dividends paid on the Class B Common Stock will enjoy a 10% premium
over and above what is paid on the Common
Stock.
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·
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CONVERSION
– In the event the corporation is party to a merger, share exchange, sale
of assets other than in the regular course of business, voluntary
dissolution of the corporation, or other change in control which will
result in the merger, sale, dissolution or effective dissolution of the
corporation, the Class B Common Stock will be converted into Common Stock
shares and will be treated equally in all respects with the existing
Common Stock.
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·
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REDEMPTION
– The Class B Common Stock will have no redemption
rights.
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·
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RIGHT
OF FIRST REFUSAL – The Class B Common Stock has a right of first refusal
in favor of the Company. Generally, this right of first refusal
requires a Class B Common Stock shareholder to notify the Company in
writing of the terms of any transfer or sale of the Class B Common
Stock. Following receipt of the written notice, the Company has
five (5) business days to either request additional information regarding
the sale or to immediately exercise its right of first refusal and
purchase the shares of Class B Common Stock that are subject to the
proposed transfer or sale upon the same terms as the proposed transfer or
sale. If the transfer is to be made without consideration (i.e.
a gift), the Company shall have the right to purchase the shares for an
amount determined by the Board to be the fair value of the
shares. The Company retains the right to not exercise its right
of first refusal, which will allow the Class B Common Stock
shareholder to sell or transfer the shares in accordance with the terms of
the proposed transfer or offer. Any Class B Common Stock shares
transferred in violation of the right of first refusal will be void and of
no effect and will not be recognized by the
Company.
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·
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LIQUIDATION
PREFERENCE – The Class B Common Stock will have a liquidation preference
superior to the existing Common Stock, but after the Class A Common
Stock.
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THE
MERGER
THE AGREEMENT OF
MERGER
.
On August
5, 2009, the Company’s Board of Directors adopted an Agreement of Merger between
Citizens Financial Corp. and CFC Merger Corp. (“Merger Corp.”), a newly formed
Delaware corporation formed at the direction of the Company’s Board of Directors
and for the sole purpose of facilitating the going private transaction, which
calls for Merger Corp. to be merged with and into Citizens
Financial. The Agreement of Merger has not yet become
effective. The Agreement of Merger will become effective following
shareholder approval and the filing of Articles of Merger with the Delaware
Secretary of State.
Under the
terms of the Agreement of Merger, if the merger is completed:
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·
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All
Citizens Financial Common Stock shares held by any shareholder who holds,
in the aggregate, 825 or more Common Stock shares as of the effective
date of the merger, will remain Common Stock
shares.
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·
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All
Citizens Financial Common Stock shares held by any Citizens Financial
shareholder who holds, in the aggregate (which includes record shares and
beneficial shares attributable to the record holder), less than 825 Common
Stock shares as of the effective date of the merger will be converted into
the right to receive Class A Common Stock shares on a
one-share-for-one-share exchange
basis.
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·
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No
shares of the newly authorized Class B Common Stock will be issued as a
result of the merger.
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The
officers and directors of Citizens Financial at the effective time of the
merger will be the officers and directors of Citizens Financial
immediately after the merger.
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EFFECTS OF THE
MERGER
.
As a
result of the Merger:
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All
Citizens Financial Common Stock held by any shareholder who, in the
aggregate, holds 825 or more Common Stock shares as of the effective
date of the merger, will remain Common Stock
shares.
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·
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The
existing Common Stock will retain all of the rights and privileges
currently afforded to the Common
Stock.
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·
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All
Citizens Financial Common Stock shares held by any shareholder who, in the
aggregate, holds less than 825 Common Stock shares as of the effective
date of the merger will be converted into the right to receive Class A
Common Stock shares on a one-share-for-one-share exchange
basis.
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·
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The
holders of the Class A Common Stock will enjoy all the rights and
privileges associated with the newly created Class A Common Stock, which
differ from the rights and privileges of the existing Common
Stock
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·
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It
is expected the Company will have less than 300 shareholders owning its
existing Common Stock and less than 500 shareholders owning its newly
created Class A Common Stock, which will allow the Company to suspend its
SEC reporting obligations in accordance with Rule 12h-3 of the Securities
and Exchange Commission (“SEC”) Rules and
Regulations.
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·
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The
percentage of ownership of Common Stock of Citizens Financial beneficially
held by the current officers and directors of the Company as a group will
increase from 12.90% to approximately
13.48%.
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·
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All
shareholders will have the right to dissent from the merger and exercise
their appraisal rights pursuant to Section 262 of Delaware General
Corporation Law.
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·
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The
aggregate shareholders’ equity of Citizens Financial as of June 30, 2009,
which was approximately $21,543,499, will remain unchanged, except for any
change caused by shareholders who may choose to dissent from the
transaction.
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ITEM
2.
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SUBJECT
COMPANY INFORMATION.
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Reg. M-A
1002
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(a)
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Citizens
Financial Corp., 211 Third Street, Elkins, West Virginia 26241, telephone
number (304) 636-4095.
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(b)
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Citizens
Financial Corp. Common Stock (“Common Stock”) – 1,829,504 shares
outstanding as of August 31,
2009.
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(c)
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The
Common Stock is traded on the Over-the-Counter Bulletin
Board. The high and low sales prices for the Common Stock for
each quarter since January 1, 2007 is as
follows:
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2007
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LOW TRADE PRICE
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HIGH TRADE PRICE
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First
Quarter
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$
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18.92
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$
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19.89
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Second
Quarter
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17.19
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19.28
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Third
Quarter
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13.28
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17.68
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Fourth
Quarter
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11.25
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14.85
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2008
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First
Quarter
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$
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10.05
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$
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10.82
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Second
Quarter
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8.93
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12.71
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Third
Quarter
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7.78
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9.82
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Fourth
Quarter
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7.00
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9.30
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2009
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First
Quarter
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$
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4.15
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$
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7.00
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Second
Quarter
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4.30
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8.40
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Third
Quarter
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8.00
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8.50
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Fourth
Quarter
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7.80
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8.17
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(d)
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As
a bank holding company, the Company’s ability to pay dividends will depend
upon the dividends it receives from Citizens Bank of West Virginia
(“Bank”), the holding company’s sole subsidiary. Also, the
ability of the Company to pay dividends depends on the extent of any
Company obligations, such as debt service and whether the company is
current with any debt service obligations and not in default with the
terms of any loan agreement. The Company’s ability to pay
dividends is also restricted by federal banking regulations and, in
particular, the Company’s obligation to act as a source of strength to its
wholly owned subsidiary bank.
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The
exact amount of future dividends to stockholders of the Company will be a
function of the profitability of the Bank in general, which cannot be
assured. The ability of the Company to pay dividends is further
restricted by Delaware state law, which provides that a corporation may
pay distributions out of its surplus or in case there shall be no surplus,
out of its net profits for the fiscal year in which the dividend is
declared and/or the preceding fiscal year. However, if the
capital of the corporation shall have been diminished by depreciation in
the value of its property, or by losses, or otherwise, to an amount less
than the aggregate amount of the capital represented by the issued and
outstanding stock of all classes having a preference upon the distribution
of assets, the directors of the corporation may not declare and pay out of
such net profits any dividends upon any shares of any classes of its
capital stock until the deficiency in the amount of capital represented by
the issued and outstanding stock of all classes having a preference upon
the distribution of assets shall have been
repaired.
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As
the sole Bank shareholder, the Company is entitled to dividends as may be
declared by the Board of Directors of the Bank out of funds legally
available for dividends. The future dividend policies of the
Bank, however, are subject to the discretion of the Board of Directors of
the Bank and will depend upon such factors as future earnings, financial
condition, cash needs, capital adequacy, compliance with applicable
statutory and regulatory requirement and general business
conditions. West Virginia state law allows a bank’s board of
directors to declare a dividend of so much of the Bank’s net profits as
they shall judge expedient, except that until the surplus fund of such
banking institution equals its common stock, no dividends shall be
declared unless there has been carried to the surplus fund not less than
10% of the Bank’s net profits of the preceding half year in the case of
quarterly or semi-annual dividends, or not less than 10% of the Bank’s net
profits of the preceding two consecutive half-years in the case of annual
dividends. Further, West Virginia state law requires approval
of the State Banking Commissioner before a bank may declare dividends
which exceed the total of its net profits of that year, combined with its
retained net profits of the preceding two
years.
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Since
January 1, 2007, the Bank has paid the following dividends:
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2007
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CASH
DIVIDENDS
DECLARED
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First
Quarter
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$
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.12
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Second
Quarter
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.12
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Third
Quarter
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.12
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Fourth
Quarter
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.12
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2008
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First
Quarter
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$
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.12
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Second
Quarter
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.12
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Third
Quarter
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.12
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Fourth
Quarter
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.04
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2009
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First
Quarter
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0
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Second
Quarter
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$
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.12
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Third
Quarter
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.12
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Fourth
Quarter
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.12
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(f)
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Since
January 1, 2007, the Company has not repurchased any shares of the
Company’s outstanding Common Stock.
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ITEM
3.
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IDENTITY
AND BACKGROUND OF FILING PERSON
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Reg.
M-A 1103(a) through (c)
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(a)-(c)
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See
response to Item 2(a). The filing person is the subject
company. Citizens Financial Corp. is incorporated in the State
of Delaware. During the last five years, Citizens Financial
Corp. has not been convicted in a criminal proceeding and has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in a judgment, decree or final order
enjoining future violations of, or prohibiting activities subject to,
federal or state securities laws or a finding of any violation of federal
or state securities laws.
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Directors
and Executive Officers of Citizens Financial Corp.,
Inc.
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Set forth
in the table below are the (i) name, (ii) address, (iii) current principal
occupation or employment, and the name, principal business and address of any
corporation or other organization in which the employment or occupation is
conducted, and (iv) material occupations, positions, offices or employment
during the past five years, and the name, principal business and address of any
corporation or other organization in which the occupation, position, office or
employment was carried on, of each of the Company’s directors and executive
officers. Unless otherwise noted, none of the listed individuals was
convicted in a criminal proceeding in the past five years (excluding traffic
violations or similar misdemeanors) and was not a party to any judicial or
administrative proceeding that resulted in a judgment, decree or final order
enjoining the person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any violation of
federal or state securities laws. Each person identified below is a
United States citizen. Unless otherwise noted, the principal business
address of each person identified below is 211 Third Street, Elkins, West
Virginia 26241.
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Name
and Address
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Current
Principal Occupation or Employment
and
Material Positions Held During the Past Five Years
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Robert
N. Alday – Director
P.O.
Box 846
Elkins,
West Virginia 26241
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President
- Phil Williams Coal Company
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Maxie
Lyndell Armentrout – Director
P.O.
Box 1514
Elkins,
West Virginia 26241
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President
and Chairman of the Board - Laurel Lands Corp.
Chairman
of the Board - Citizens Financial Corp.
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William
J. Brown – Director
102
Westridge Drive
Elkins,
West Virginia 26241
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Managing
Partner – Brown Rental Group
Co-Owner
– Schoolhouse, LLC
Hess
Oil Company, Inc. - Retired
|
|
Edward
L. Campbell – Director
Edmonton
Avenue
Beverly,
West Virginia 26253
|
Retired
– Campbell’s Market
|
|
Thomas
K. Derbyshire – Executive Officer
|
Executive
Vice President – Citizens Bank of West Virginia
Senior
Vice President and Chief Financial Officer – Citizens National Bank of
Elkins
|
|
William
T. Johnson, Jr. – Director
|
President
and CEO – Citizens Bank of West Virginia
Vice
President – Citizens Financial Corp.
Executive
Vice President – Citizens National Bank of Elkins
|
|
Cyrus
K. Kump – Director
P.O.
Box 2973
Elkins,
West Virginia 26241
|
President
- Kump Enterprises
President
- Kerr Real Estate
Vice
Chairman of the Board - Citizens Financial Corp.
|
|
Robert
J. Schoonover – Director
|
President
and CEO – Citizens Financial Corp.
President
and CEO – Citizens National Bank of Elkins
|
|
Lowell
T. Williams – Director
106
Ellis Avenue
Elkins,
WV 26241
|
Retired
Consultant
– Elkins Builders Supply
|
|
John
A. Yeager – Director
P.O.
Box 1334
Elkins,
WV 26241
|
Controller
– Newlons International Sales, LLC
|
|
ITEM
4.
|
TERMS
OF THE TRANSACTION.
|
Reg. M-A
1004(a) and (c) through (f)
|
(a)
(i)
|
The
Company’s Board of Directors has adopted an Amendment to the Company’s
Certificate of Incorporation and an Agreement of Merger which, if approved
by the Company shareholders, will have the combined effect of amending the
Company’s Certificate of Incorporation to authorize Class A Common Stock
shares and converting a number of the corporation’s current outstanding
Common Stock into the right to receive the newly created Class A Common
Stock shares on a one-share-for-one-share exchange
basis. According to the terms of the Agreement of Merger, those
Company shareholders holding, in the aggregate (which includes shares held
of record and shares held in street name combined), less than 825 Company
Common Stock shares at the effective time of the merger will have their
Company Common Stock shares converted into the right to receive the
Company’s Class A Common Stock shares on a one-share-for-one-share
exchange basis. Those shareholders holding, in the aggregate,
825 or more Company Common Stock shares at the effective time of the
transaction will retain their existing Common Stock
shares.
|
|
(a)(ii)
|
For
those shareholders owning, in the aggregate, less than 825 Company Common
Stock shares, the consideration offered will be the newly created Class A
Common Stock shares. A description of the rights and privileges
of the Class A Common Stock is contained in Item 1. Those
shareholders holding, in the aggregate, 825 or more Common Stock shares at
the effective time will retain their Common Stock without change, unless
such shareholders dissent from the Agreement of
Merger.
|
|
(a)(iii)
|
The
Company has chosen to amend its Certificate of Incorporation and effect
the Agreement of Merger to allow the Company to suspend its SEC reporting
requirements imposed by Section 15(d) of the Exchange Act. The
Company estimates this suspension will save approximately $200,000
annually. See also the response to Item
8.
|
|
(a)(iv)
|
Both
the Amendment to the Certificate of Incorporation and the Agreement of
Merger must be approved by at least a majority of the shares entitled to
vote at the Special Meeting of Shareholders for the transaction to be
effective.
|
|
(a)(v)
|
See
response to Item 1.
|
|
(a)(vi)
|
Not
applicable. The accounting treatment of the transaction is not
considered to be material.
|
|
(a)(vii)
|
It
is not expected the transaction will be a taxable event for those
shareholders retaining their existing common stock shares or those
shareholders exchanging their common stock shares for newly created Class
A Common Stock. It is expected any shareholders who may choose
to dissent from the transaction and receive in cash the fair value for
their shares will have a taxable
event.
|
|
(c)
|
Those
shareholders holding, in the aggregate, less than 825 shares will be
treated differently than those shareholders holding, in the aggregate, 825
or more Company Common Stock shares at the effective time of the
transaction. According to the terms of the Agreement of Merger,
those Company shareholders holding, in the aggregate, less than 825
Company Common Stock shares at the effective time of the merger will have
their Company Common Stock shares converted into the right to receive the
Company’s Class A Common Stock shares on a one-share-for-one-share
exchange basis. Those shareholders holding, in the aggregate,
825 or more Company Common Stock shares at the effective time of the
transaction will retain their existing Common Stock shares without
change.
|
|
(d)
|
In
accordance with Delaware law, the Company shareholders are entitled to
dissent from the Agreement of Merger. The following is a
summary of the shareholders dissenter’s rights. The summary is
not intended to be a complete recitation of the shareholders appraisal
rights and is qualified by reference to Section 262 of Delaware General
Corporation Law. Shareholders must follow specific requirements
to perfect their dissent, and the failure to do so may result in the
shareholder’s loss of the right to
dissent.
|
Each
shareholder electing to dissent from the merger and demand the appraisal of such
shareholder’s shares shall deliver to the Company, before the taking of the vote
on the merger, a written demand for appraisal of the shareholder’s
shares. Such demand will be sufficient if it reasonably informs the
Company of the identity of the shareholder and that the shareholder intends
thereby to demand the appraisal of such shareholder’s shares. A proxy
or vote against the merger or consolidation will not constitute such a
demand. A shareholder electing to take such action must do so by a
separate written demand.
In
addition to providing the Company a written demand for appraisal, a shareholder
wishing to dissent from the merger and perfect their appraisal rights must not
vote in favor of the merger.
Within
ten (10) days after the effective date of the merger, the Company will notify
each shareholder who has provided the required dissenters’ notice and who has
not voted in favor of or consented to the merger notice of the effective date of
the merger.
Within
one hundred and twenty (120) days after the effective date of the merger, the
Company or any shareholder who has properly perfected their dissenters’ rights
may commence an appraisal proceeding by filing a petition in the Court of
Chancery demanding a determination of the value of the stock of all shareholders
who may be entitled to dissenters’ rights. Notwithstanding the
foregoing, at any time within sixty (60) days after the effective date of the
merger, any shareholder who has not commenced an appraisal proceeding or joined
that proceeding as a named party shall have the right to withdraw such
shareholder’s demand for appraisal and accept the merger consideration
offered.
Within
one hundred and twenty (120) days after the effective date of the merger, any
shareholder who has properly complied with the dissenters’ rights statutes is
entitled to receive from the Company, upon written request, a statement setting
forth the aggregate number of shares not voted in favor of the merger and with
respect to which demands for appraisal have been received and the aggregate
number of holders of such shares. Such written statement will be
mailed to the shareholder within ten (10) days after the shareholder’s written
request for such a statement is received by the Company, or within ten (10) days
after expiration of the period for delivery of demands for appraisal, whichever
is later.
Upon the
filing of any petition in the Court of Chancery by a shareholder, a copy of such
petition will be served upon the Company, which will within twenty (20) days
after such service file in the Office of the Register in Chancery in which the
petition was filed a duly verified list containing the names and addresses of
all shareholders who have demanded payment for their shares and with whom
agreements as to the value of their shares have not been reached. If
the petition is filed by the Company, the petition will be accompanied by such a
duly verified list.
The
Register in Chancery, if so ordered by the Court, will give notice of the time
and place fixed for the hearing of such petition by registered or certified mail
to the Company and to the shareholders shown on the list at the addresses
therein stated. Such notice will also be given one or more
publications at least one week before the date of the hearing, in a newspaper of
general circulation published in the City of Wilmington, Delaware, or such
publication as the Court deems advisable. The forms of the notices by
mail and by publication shall be approved by the Court and the costs thereof
shall be borne by the Company.
At the
hearing on such petition, the Court shall determine the shareholders who have
become entitled to appraisal rights. The Court may require the shareholders who
have demanded an appraisal for their shares and who hold stock represented by
certificates to submit their certificates of stock to the Register in Chancery
for notation thereon of the pendency of the appraisal proceedings; and if any
shareholder fails to comply with such direction, the Court may dismiss the
proceedings as to such shareholder.
After the
Court determines the shareholders entitled to an appraisal, the appraisal
proceeding shall be conducted in accordance with the rules of the Court of
Chancery, including any rules specifically governing appraisal proceedings.
Through such proceeding the Court shall determine the fair value of the shares
exclusive of any element of value arising from the accomplishment or expectation
of the merger or consolidation, together with interest, if any, to be paid upon
the amount determined to be the fair value. In determining such fair value, the
Court shall take into account all relevant factors. Unless the Court in its
discretion determines otherwise for good cause shown, interest from the
effective date of the merger through the date of payment of the judgment shall
be compounded quarterly and shall accrue at 5% over the Federal Reserve discount
rate (including any surcharge) as established from time to time during the
period between the effective date of the merger and the date of payment of the
judgment. Upon application by the Company or by any shareholder entitled to
participate in the appraisal proceeding, the Court may, in its discretion,
proceed to trial upon the appraisal prior to the final determination of the
shareholders entitled to an appraisal. Any shareholder whose name appears on the
list filed by the Company and who has submitted such shareholder's certificates
of stock to the Register in Chancery, if such is required, may participate fully
in all proceedings until it is finally determined that such shareholder is not
entitled to appraisal rights.
The Court
shall direct the payment of the fair value of the shares, together with
interest, if any, by the Company to the shareholders entitled thereto. Payment
shall be so made to each such shareholder, in the case of holders of
uncertificated stock forthwith, and in the case of holders of shares represented
by certificates upon the surrender to the corporation of the certificates
representing such stock. The Court's decree may be enforced as other decrees in
the Court of Chancery may be enforced, whether the Company be a corporation of
this State or of any state.
The costs
of the proceeding may be determined by the Court and taxed upon the parties as
the Court deems equitable in the circumstances. Upon application of a
shareholder, the Court may order all or a portion of the expenses incurred by
any shareholder in connection with the appraisal proceeding, including, without
limitation, reasonable attorney's fees and the fees and expenses of experts, to
be charged pro rata against the value of all the shares entitled to an
appraisal.
From and
after the effective date of the merger, no shareholder who has demanded
appraisal rights shall be entitled to vote such stock for any purpose or to
receive payment of dividends or other distributions on the stock (except
dividends or other distributions payable to shareholders of record at a date
which is prior to the effective date of the merger); provided, however, that if
no petition for an appraisal shall be filed within the time provided or if such
shareholder shall deliver to the Company a written withdrawal of such
shareholder's demand for an appraisal and an acceptance of the merger, either
within sixty (60) days after the effective date of the merger or thereafter with
the written approval of the Company, then the right of such shareholder to an
appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in
the Court of Chancery shall be dismissed as to any shareholder without the
approval of the Court, and such approval may be conditioned upon such terms as
the Court deems just; provided, however that this provision shall not affect the
right of any shareholder who has not commenced an appraisal proceeding or joined
that proceeding as a named party to withdraw such shareholder's demand for
appraisal and to accept the terms offered upon the merger within sixty (60) days
after the effective date of the merger.
|
(e)
|
Unaffiliated
security holders are being treated the same in all respects as affiliated
security holders in this transaction. Affiliated security
holders will have access to the Company’s corporate files only as allowed
by applicable Delaware law. Further, unaffiliated shareholders
shall not have the right to obtain counsel or appraisal services at the
Company’s expense, except as may be allowed in accordance with applicable
Delaware law.
|
|
(f)
|
The
Company’s Common Stock is currently quoted on the Over-the-Counter
Bulletin Board. The Company has taken reasonable steps to
ensure the Company’s Common Stock will continue to be quoted on the
Over-the-Counter Bulletin Board throughout and following this
transaction. Specifically, the Company has mailed to each
market maker quoting the security and to the Over-the-Counter Bulletin
Board requests that the security be quoted throughout and following the
transaction under the symbol CIWV, the same symbol under which the
security is currently traded.
|
|
|
It
is anticipated the Company Class A Common Stock that will be exchanged for
certain Company Common Stock shares will not be quoted on the
Over-the-Counter Bulletin Board following the transaction. The
Company has not taken steps to ensure the Class A Common Stock shares are
or will be eligible for quotation on the Over-the-Counter Bulletin Board
or other automated quotation systems operated by a national securities
association. The Company will have a right of first refusal for
the Class A Common Stock and will act as the sole market maker for these
shares.
|
|
ITEM
5.
|
PAST
CONTACTS, TRANSACTIONS, NEGOTIATIONS AND
AGREEMENTS.
|
Reg. M-A
1005(a) through (c) and (e)
|
(a)
|
The
information set forth under “Item 13. Relationships and Related
Transactions and Director Independence” set forth on page 61 of the
Company’s 2008 Annual Report filed on form 10-K with the Securities and
Exchange Commission on March 19, 2009 is hereby incorporated by
reference.
|
|
|
The
Directors and Officers of the Company have had an expect to continue to
have banking transactions with Citizens Bank of West Virginia in the
ordinary course of business. Extensions of credit to such
persons are made in the ordinary course of business on substantially the
same terms, including interest rates and collateral, as those prevailing
at the time for comparable transactions with other persons. It
is the opinion of management that these transactions do not involve more
than a normal risk of collectability or present other unfavorable
measures.
|
|
|
As
of September 18, 2009, the Company’s Directors have the following
transactions with Citizens Bank of West
Virginia:
|
|
|
·
|
Robert
N. Alday - Director Alday is President of Phil Williams Coal
Company. The company currently has an approximately $270,00.00
line of credit with the bank.
|
|
|
·
|
Max
L. Armentrout –Director Armentrout has an individual $100,000.00 line of
credit with Bank.. Approximately $99,800.00 of the line of
credit is outstanding.
|
|
|
·
|
William
J. Brown –Director Brown has an outstanding note with the Company of
approximately $560,000.00. Mr. Brown is also a principal in
Schoolhouse, LLC, which has outstanding loans with the Company of
approximately $1,860,000.00
|
|
|
·
|
William
T. Johnson, Jr. – Director Johnson currently has a $40,000.00 line of
credit with the Company, of which $34,000.00 is drawn and a $50,000.00
line of credit of which $39,000.00 is drawn. Director Johnson
also has a loan with the Company of approximately
$93,000.00.
|
|
(b)
|
Effective
June 29, 2009, the Company’s sole subsidiary converted from a national
banking organization to a state-chartered Federal Reserve non-member
bank. Prior to June 29, 2009, the Company’s sole subsidiary did
business as Citizens National Bank of Elkins, which was a
nationally-chartered commercial
bank.
|
|
ITEM
6.
|
PURPOSES
OF THE TRANSACTION AND PLANS FOR
PROPOSALS.
|
Reg. M-A
1006(b) and (c)(1)-(8)
|
(b)
|
The
Company Common Stock received in exchange for the Class A Common Stock
will be cancelled and will serve as authorized but unissued
shares.
|
|
(c)
|
The
Company plans to suspend its obligation to file reports under Section
15(d) of the Exchange Act following the transaction. The
Company does not plan to undertake other material changes to its
operations in connection with or as a result of this
transaction. However, the preceding does not restrict the
Company from engaging in material changes to its operations in the
future.
|
|
ITEM
7.
|
PURPOSE(S),
ALTERNATIVES, REASONS AND EFFECTS.
|
|
(a)
|
The
Company is undergoing the 13E-3 transaction to reduce the number of
stockholders owning the Company’s stock to below 300 and restrict the
number of stockholders owning the Company’s Class A Common Stock to below
500, which will allow the Company to suspend its SEC reporting obligations
in accordance with SEC Rule 12h-3.
|
|
(b)
|
The
Company considered effecting the 13E-3 transaction by manner of a tender
offer for the Company’s shares. The Company’s Board of
Directors did not pursue the 13E-3 transaction through a tender offer
because the number of shareholders who may have chosen to tender their
shares in exchange for cash could not be
ascertained. Accordingly, it was not certain the Company would
achieve its objectives of reducing the number of Common Stock shareholders
to below 300. Further, the Company’s Board of Directors felt it
was prudent to preserve the Company’s existing
capital.
|
|
|
In
addition to considering a tender offer, the Company’s Board of Directors
considered engaging in a cash-out merger transaction. This
transaction would have required those shareholders owning less than 825
shares to sell their shares to the Company for a Board determined stock
price, subject to the shareholders’ right to dissent from the
transaction. The Company’s Board of Directors did not pursue
the 13E-3 transaction as a cash-out merger because the Company’s Board of
Directors believe the Company’s existing shareholders should be afforded
the opportunity to retain an equity interest in the
Company. The Company’s Board of Directors also believed it was
prudent to preserve the Company’s existing
capital.
|
|
(c)
|
The
Company’s Board of Directors determined to structure the 13E-3 transaction
as a merger type transaction which will result in certain company
shareholders exchanging their common stock shares for newly created Class
A Common Stock shares to allow each of the Company’s shareholders the
ability to retain an ongoing equity interest in the Company and to
preserve the Company’s existing capital. The Board of Directors
also chose to pursue this transaction structure based on the Board’s
belief that the transaction is fair to each of the Company’s shareholders,
including affiliated and unaffiliated
shareholders.
|
|
(d)
|
The
transaction will result in the Company having less than 300 shareholders
owning the Company’s existing Common Stock and less than 500 shareholders
owning the Company’s newly created Class A Common Stock, which will allow
the Company to suspend its SEC reporting obligations imposed by Section
15(d) of the Exchange Act. The effect on the Company’s
shareholders, including both affiliated and unaffiliated shareholders,
will depend on whether the shareholder owns, at the effective time of the
Agreement of Merger, in the aggregate, 825 or more Common Stock
shares. See the response to Item 1 for more
information.
|
It is not
expected the Company, or the shareholders returning their existing Common Stock
or those shareholders exchanging their Common Stock for newly created Class A
Common Stock shares, will have a taxable event as a result of this
transaction. It is expected those shareholders who may dissent from
the transaction and receive in cash the fair value for their shares will have a
taxable event.
|
ITEM
8.
|
FAIRNESS
OF THE TRANSACTION.
|
|
(a)
|
The
Company and the Company’s Board of Directors reasonably believes the
transaction is fair to all Company shareholders, including affiliated and
unaffiliated shareholders.
|
|
|
The
Board considered a number of factors in determining whether to approve the
merger agreement. The Board’s primary reason for adopting the
Amendment and the Agreement of Merger is that, following the effective
time of the transaction, the Company will be able to suspend its SEC
reporting requirements. The Board considered the views of
management relating to cost savings to be achieved by suspending the
registration requirements of the Common Stock under the Exchange
Act. Citizens Financial’s management determined that cost
savings of approximately $200,000 per year could be achieved if Citizens
Financial suspended its SEC reporting obligations imposed by the Exchange
Act, including indirect savings resulting from reductions in the time and
effort currently required of management to comply with the reporting and
other requirements associated with continued reporting of the Common Stock
under the Exchange Act. The Board also considered the effect
that suspending the reporting requirements of the Common Stock would have
on the market for the Common Stock and the ability of shareholders to buy
and sell shares, as well as the market for the newly created Class A
Common Stock. The Board determined that, even as a
publicly-traded corporation, there is a limited market for the shares of
Citizens Financial’s Common Stock, especially for sales of large blocks of
such shares, and that Citizens Financial’s shareholders derive little
benefit from Citizens Financial’s status as an SEC reporting
corporation. The Board determined that the cost savings and
reduced burden on management to be achieved by suspending the Company’s
reporting requirements on the Common Stock under the Exchange Act
outweighed any potential detriment from suspending such reporting
requirements.
|
|
|
The
Board considered numerous factors, discussed below, in reaching its
conclusion as to the fairness of the Amendment and Agreement of Merger to
all shareholders, including both affiliated and unaffiliated
shareholders. The Board also engaged the services of a
financial adviser to provide an opinion as to the fairness of the
transaction, from a financial point of view, to the Company’s shareholders
who will retain their Common Stock, and the Company’s shareholders whose
Common Stock will be converted into the right to receive newly created
Class A Common Stock on a one-share-for-one-share exchange
basis. The Board did not assign any specific weights to the
factors listed below. Moreover, in their considerations
individual directors may have given differing weights to different
factors.
|
|
l
|
BURDEN
OF SEC REPORTING REQUIREMENTS – The Board considered the time and expense
involved in preparing and filing the documents the Company is required to
file with the SEC pursuant to Section 15(d) of the Exchange
Act. In considering this burden, the Board considered both the
actual money expended on the preparation and filing of the documents, as
well as the time Company officers and directors spent in preparing the
required documentation.
|
|
l
|
LACK
OF PERCEIVED BENEFIT FROM REPORTING COMPANY STATUS – The Board considered
the benefits afforded to the Company by reason of its reporting Company
status. The directors considered both the information that was
made publicly available through the SEC filings, as well as what
information would be available to shareholders following the suspension of
the SEC reporting requirements. Based on this review, the Board
felt the cost and time associated with preparing the SEC filings was not
justified, based on the Company information that would still be publicly
available following the suspension of the reporting
requirements.
|
|
l
|
RIGHTS
AND PRIVILEGES OF NEWLY CREATED CLASS A COMMON STOCK – The Board
considered the rights and privileges of the newly created Class A Common
Stock. The Board considered the voting rights, dividend
preferences, conversion rights, redemption rights, right of first refusal
in favor of the Company, and the liquidation preference of the newly
created Class A Common Stock and the Class B Common
Stock. After reviewing the rights and privileges of the newly
created classes, the Board felt the rights and privileges of the Class A
Common Stock and Class B Common Stock were commensurate with the rights
and privileges of the existing Common
Stock.
|
|
l
|
FAIRNESS
TO ALL SHAREHOLDERS – The Board considered the overall fairness of the
transaction to both those shareholders retaining their existing Common
Stock and those shareholders who will have their Common Stock converted
into the right to receive Class A Common Stock on a
one-share-for-one-share exchange basis. The Board also
considered the fairness of the transaction
procedure.
|
|
l
|
OPINION
OF FINANCIAL ADVISOR. The Board considered the opinion of Howe
Barnes Hoefer & Arnett rendered to the Board on September 15, 2009 to
the effect of, as of the date of such opinion and based upon and subject
to certain matters stated therein, the terms of the Agreement of Merger
providing for certain Company shareholders to retain their Common Stock
shares and certain Company Common Stock to be converted into the right to
receive newly created Class A Common Stock shares on a
one-share-for-one-share exchange basis, was fair, from a financial point
of view, to Citizens Financial’s shareholders, including affiliated and
unaffiliated shareholders.
|
|
(c)
|
The
transaction is not structured so that approval of at least a majority of
unaffiliated security holders is
required.
|
|
(d)
|
A
majority of the directors who are not employees of the company have not
retained an unaffiliated representative to act solely on behalf of
unaffiliated shareholders for purposes of negotiating the terms of the
Agreement of Merger and/or preparing a report concerning the fairness of
the transaction.
|
|
(e)
|
The
transaction was unanimously approved by the Company’s Board of
Directors. Accordingly, the transaction was approved by a
majority of the Directors of the Company who are not employees of the
Company.
|
|
ITEM
9.
|
REPORTS,
OPINIONS, APPRAISALS AND
NEGOTATIONS.
|
|
(a)
|
The
Company has received from Howe Barnes Hoefer & Arnett (“Howe Barnes”)
an opinion as to the fairness of the transaction, from a financial point
of view, to the Company’s shareholders, including affiliated and
unaffiliated shareholders.
|
|
(b)
|
The
Company engaged Howe Barnes to act as its financial advisor in connection
with the merger. Howe Barnes is a full-service brokerage firm
that specializes in preparing and issuing fairness reports. The
company engaged Howe Barnes following a review of multiple appraisals for
the engagement based on their reputation and prior experience in
evaluating similar transactions. Howe Barnes fee for preparing
and issuing the opinion was approximately $14,000. See Item
16(c) for a copy of the Fairness
Opinion.
|
|
(c)
|
The
report will be available to the Company’s shareholders and any shareholder
representative who has been so designated in writing for inspection and
copying at the Company’s principal executive offices during its regular
business hours up to the time of the Company’s special meeting of
shareholders.
|
|
ITEM
10.
|
SOURCE
AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
|
|
(a)
|
No
cash funds will be used in connection with this transaction, except as may
be required to pay shareholders who may dissent from the
transaction. Instead, the consideration to be used will be the
Company’s Class A Common Stock.
|
According
to the terms of the Agreement of Merger, Company shareholders have the right to
dissent from the merger transaction. Any shareholder who chooses to
dissent from the transaction and who properly follows the Delaware Dissenter’s
Statutes will be paid in cash the fair value for their shares. The
funds used to pay those shareholders will come from the Company’s retained
earnings and, if necessary, from its subsidiary bank’s retained
earnings. If the retained earnings of the Company and the Bank will
not provide sufficient funds to pay dissenting shareholders, the Company may
consider alternative funding sources, including borrowed funds. The
Company’s Board of Directors also has the ability to abandon the transaction in
the event the Board determines the number of dissenters will require an
excessive capital expenditure.
|
(b)
|
Not
applicable. The Company has no set financing or alternative
financing arrangements at this
time.
|
|
(c)
|
The
transaction expenses are estimated as
follows:
|
|
Description
|
|
Amount
|
|
|
|
|
|
|
|
Advisory
fees and expenses
|
|
$
|
14,000.00
|
|
|
Legal
fees and expenses
|
|
$
|
85,000.00
|
|
|
SEC
filing fee
|
|
$
|
130.00
|
|
|
Printing,
solicitation and mailing costs
|
|
$
|
5,000.00
|
|
|
Miscellaneous
expenses
|
|
$
|
6,000.00
|
|
|
Total
|
|
$
|
110,130.00
|
|
|
ITEM
11.
|
INTEREST
IN SECURITIES OF THE SUBJECT
COMPANY.
|
|
(a)
|
Based
upon information received by Citizens Financial upon request from the
persons concerned, each person known by Citizens Financial to be the
beneficial owner of more than five percent of Citizens Financial’s Common
Stock, each director, named executive officer and all directors and
executive officers of Citizens Financial as a group, owned beneficially as
of September 8, 2009, the number and percentage of outstanding shares
indicated in the following table:
|
|
Name
and Position
|
|
No.
of
Shares
(1)
|
|
|
Percentage
of
Class (2)
|
|
|
Percentage
of
Class
(Pro
Forma) (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert
Alday – Company Director
|
|
|
62,100
|
|
|
|
3.39
|
%
|
|
|
3.55
|
%
|
|
Max
L. Armentrout – Company Director
|
|
|
101,175
|
|
|
|
5.53
|
%
|
|
|
5.78
|
%
|
|
William
J. Brown – Company Director
|
|
|
5,500
|
|
|
|
.30
|
%
|
|
|
.31
|
%
|
|
Edward
L. Campbell – Company Director
|
|
|
1,950
|
|
|
|
.11
|
%
|
|
|
.11
|
%
|
|
Cyrus
K. Kump – Company Director
|
|
|
14,000
|
|
|
|
.77
|
%
|
|
|
.80
|
%
|
|
William
T. Johnson, Jr. – Company Director
|
|
|
11,905
|
|
|
|
.65
|
%
|
|
|
.68
|
%
|
|
Robert
J. Schoonover – Company Director
|
|
|
1,800
|
|
|
|
.10
|
%
|
|
|
.10
|
%
|
|
L.T.
Williams – Company Director
|
|
|
6,275
|
|
|
|
.34
|
%
|
|
|
.36
|
%
|
|
John
A. Yeager – Company Director
|
|
|
7,500
|
|
|
|
.41
|
%
|
|
|
.43
|
%
|
|
Dickson
W. Kidwell – Bank Director
|
|
|
1,500
|
|
|
|
.08
|
%
|
|
|
.09
|
%
|
|
Franklin
M. Santmyer – Bank Director
|
|
|
3,625
|
|
|
|
.20
|
%
|
|
|
.21
|
%
|
|
Thomas
A Wamsley – Bank Director
|
|
|
1,650
|
|
|
|
.09
|
%
|
|
|
.09
|
%
|
|
C.
Curtis Woodford – Bank Director
|
|
|
15,900
|
|
|
|
.87
|
%
|
|
|
.91
|
%
|
|
Thomas
K. Derbyshire – Company Executive Officer
|
|
|
1,000
|
|
|
|
.05
|
%
|
|
|
.06
|
%
|
|
Nathanial
S. Bonnell – Bank Executive Officer
|
|
|
200
|
|
|
|
.01
|
%
|
|
|
0
|
%
|
|
Rudy
F. Torjak, Jr. – Bank Executive Officer
|
|
|
0
|
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors
and Executive Officers of the Company as a Group (16
persons)
|
|
|
236,080
|
|
|
|
12.90
|
%
|
|
|
13.48
|
%
|
|
|
(1)
|
Includes
both Company Common Stock shares directly owned and indirectly controlled
by the named affiliated
stockholder.
|
|
|
(2)
|
As
of September 8, 2009, the Company had 1,829,504 shares
outstanding. It is assumed the transaction will reduce the
number of shares outstanding by 79,386 to 1,750,118 Common Stock
Shares.
|
|
(b)
|
In
August 2009 Director, William T. Johnson, Jr. purchased 200 Company shares
at $8.50 per share. The shares were purchased through
E*Trade.com in an open market
transaction.
|
Thomas K.
Derbyshire purchased 490 shares of Company stock on August 21, 2009 at $8.50 per
share. The shares were purchased from Wells Fargo advisors in an open
market transaction.
|
ITEM
12.
|
THE
SOLICITATION OR RECOMMENDATION.
|
|
(d)
|
The
executive officers, directors and affiliates of the issuer intend to vote
in favor of the transaction based on their believe that the transaction is
fair to and in the best interest of the Company and the Company’s
stockholders, including affiliated and unaffiliated
stockholders.
|
|
ITEM
13.
|
FINANCIAL
STATEMENTS.
|
|
(a)(1)
|
The
information set forth on pages 26 through 55 of the Company’s 2008 Annual
Report filed on Form 10K with the Securities and Exchange Commission on
March 19, 2009 is hereby incorporated by
reference.
|
|
|
(2)
|
The
information contained under “Item 1. Financial Statements” in the
Company’s Third Quarter, 2009 10-Q filed with the Securities and Exchange
Commission is hereby incorporated by
reference.
|
|
|
(4)
|
As
of September 30, 2009, the Company book value per share based on the
number of shares outstanding was $12.22 per
share.
|
|
ITEM
14.
|
PERSONS/ASSETS,
RETAINED, EMPLOYED, COMPENSATED OR
USED.
|
|
ITEM
15.
|
ADDITIONAL
INFORMATION.
|
|
(b)
|
The
information in the Proxy Statement, including all appendices attached
thereto, is hereby incorporated by
reference.
|
|
ITEM
16.
|
MATERIAL
TO BE FILED AS EXHIBITS.
|
|
(c)
|
Howe
Barnes Hoefer & Arnett Fairness Opinion and Fairness
Report.
|
After
due inquiry and to
the best of my knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
|
|
CITIZENS
FINANCIAL CORP.
|
|
|
|
|
|
|
By:
|
/s/
Robert J.
Schoonover
|
|
|
Name:
|
Robert
J. Schoonover
|
|
|
Title:
|
President
and Chief Executive Officer
|
Dated: November
6, 2009
EXHIBIT
INDEX
|
|
Howe
Barnes Hoefer & Arnett Fairness Opinion and Fairness
Report
|
Citizens Financial (PK) (USOTC:CIWV)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Citizens Financial (PK) (USOTC:CIWV)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024
