Washington,
D.C. 20549
AMENDMENT
NO. 3
to
SCHEDULE
13E-3
Rule
13e-3 Transaction Statement
(Pursuant
to Section 13(e) of the Securities Exchange Act of 1934)
Citizens
Financial Corporation
(Name
of
the Issuer)
Citizens
Financial Corporation
Darrell
R. Wells
(Name
of
Persons Filing Statement)
(Title
of
Class of Securities)
(CUSIP
Number of Class of Securities)
John
Cornett
Citizens
Financial Corporation
12910
Shelbyville Rd., Suite 300
Louisville,
KY 40243
(Name,
Address, and Telephone Number of Person Authorized to Receive Notices and
Communication on Behalf of Person(s) Filing Statement)
This
statement is filed in connection with (check the appropriate box):
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a.
x
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The
filing of solicitation materials or an information statement subject
to
Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
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b.
o
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The filing of a registration statement under
the
Securities Act of 1933.
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Check
the
following box if the soliciting materials or information statement referred
to
in checking box (a) are preliminary copies:
o
Check
the
following box if the filing is a final amendment reporting the results of
the
transaction:
x
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Transaction
valuation*
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Amount
of filing fee*
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$1,234,900
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$37.91
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*
The
transaction value is calculated based on $7.25 per share to be paid for an
estimated 170,331 pre-reverse stock split shares in lieu of the fractional
shares expected to be created by the Rule 13e-3 transaction. The
filing fee is $30.70 per million dollars of the transaction value.
x
Check the box if any
part of the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing
with which the offsetting fee was previously paid. The filing fee of
$37.91 was previously paid by Citizens Financial Corporation in connection
with
the initial filing of this Schedule 13E-3, SEC Accession No.
0001140361-07-014413, on July 19, 2007.
This
Amendment No. 3 to Schedule 13E-3 amends the Schedule 13E-3 filed by Citizens
Financial Corporation (“Citizens”) on July 19, 2007 as previously amended by
Amendment No. 1 dated August 29, 2007 and Amendment No. 2 dated October 4,
2007. Concurrently with the filing of Amendment No. 2, Citizens filed
its Definitive Proxy Statement on Schedule 14A (“Proxy
Statement”). The information contained in the Proxy Statement is
incorporated herein by reference. This Amendment No. 3 is being filed
pursuant to Rule 13e-3(d)(3) as a final amendment to report the results of
the
Reverse Stock Split, as defined in the Proxy Statement.
The
Reverse Stock Split became effective at 6:00 p.m. Eastern time on November
13,
2007. As a result of the Reverse Stock Split, Citizens has
approximately 158 shareholders of record. Citizens will be filing a
Form 15 this date with the Securities and Exchange Commission to cease reporting
as a public company.
SIGNATURES
After
due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete, and
correct.
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CITIZENS
FINANCIAL CORPORATION
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By:
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/s/
Darrell R. Wells
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Darrell
R. Wells
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President
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OTHER
FILING PERSONS:
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/s/
Darrell R. Wells
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Darrell
R. Wells
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/s/
Margaret A. Wells
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Margaret
A. Wells
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Dated:
November
13, 2007
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