CUSIP
No.
174613 208
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1
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NAME
OF REPORTING PERSONS.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
See
Attachment
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
□
(b)
X
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
PF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
□
Not
Applicable
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Individuals
are U.S. citizens. See Item 1 on the Attachment for place of
organization of other Reporting Persons.
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7
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SOLE
VOTING POWER
See
Attachment
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8
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SHARED
VOTING POWER
See
Attachment
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9
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SOLE
DISPOSITIVE POWER
See
Attachment
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10
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SHARED
DISPOSITIVE POWER
See
Attachment
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Attachment
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12
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CHECK
IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
□
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See
Attachment
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14
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TYPE
OF REPORTING PERSON
See
Attachment
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ATTACHMENT
TO AMENDMENT
NO.
9 TO
SCHEDULE 13D
ISSUER: CITIZENS
FINANCIAL CORPORATION
1. NAME
OF REPORTING PERSONS
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IRS
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
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Darrell
R.Wells
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N/A
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Margaret
A.Wells
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N/A
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SMC
Retirement Trust, Darrell R.Wells Individual
Trust
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Security
Trend Partners
(a Kentucky limited
partnership)
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Exbury
Partners
(a Kentucky limited partnership)
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SMC
Advisors, Incorporated
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Commonwealth
Bancshares, Inc.
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61-1001327
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Commonwealth
Bank and Trust Company,
Trustee for Darrell R.Wells Irrevocable Trust
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Darrell
R.Wells Money Pension Plan
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61-6085280
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7.
SOLE VOTING POWER
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Darrell
R.Wells (See Item 5(b))
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3,556
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Margaret
A.Wells
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97
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8.
SHARED
VOTING
POWER
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Darrell
R.Wells (See Item 5(b))
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269
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Commonwealth
Bancshares, Inc.
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269
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9. SOLE
DISPOSITIVE POWER
See
Row
7.
10. SHARED
DISPOSITIVE POWER
See
Row
8.
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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Darrell
R.Wells
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3,922*
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Margaret
A.Wells
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97
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SMC
Retirement Trust, Darrell R.Wells Individual
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266
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Security
Trend Partners
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1,261
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Exbury
Partners
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462
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SMC
Advisors, Incorporated
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32
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Commonwealth
Bancshares, Inc.
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269
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Commonwealth
Bank & Trust, Trustee for
Darrell R.Wells Irrevocable Trust
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176
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Darrell
R.Wells Money Pension Plan
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356
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* Includes
shares owned of record by Darrell R. Wells and all other Reporting Persons
named
herein.
13. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
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Darrell
R.Wells
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70.7%**
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Margaret
A.Wells
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1.7%
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SMC
Retirement Trust, Darrell R.Wells Individual
Trust
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4.8%
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Security
Trend Partners
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22.7%
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Exbury
Partners
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8.3%
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SMC
Advisors, Incorporated
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0.6%
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Commonwealth
Bancshares, Inc.
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4.8%
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Commonwealth
Bank & Trust, Trustee for
Darrell R.Wells Irrevocable Trust
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3.2%
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Darrell
R.Wells Money Pension Plan
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6.4%
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* Percentage
ownerships of the Reporting Persons have been calculated based upon 5,550 shares
of the Issuer’s Class A Common Stock issued and outstanding as of November 14,
2007.
** Includes
shares owned of record by Darrell R. Wells and all other Reporting Persons
named
herein.
14. TYPE
OF REPORTING PERSON
Darrell
R. Wells - IN
Margaret
A. Wells -
IN
SMC Retirement Trust, Darrell R. Wells 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 Irrevocable Trust - OO
Darrell R. Wells Money Pension Plan - OO
CITIZENS
FINANCIAL CORPORATION AMENDMENT NO. 9 TO SCHEDULE 13(D)
ITEM
1.
- Security
and Issuer
Class
of
Equity Security: Class A Common 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:
Darrell
R. Wells
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(a)
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Name:
Darrell R. Wells
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(b)
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Business
Address:
4350
Brownsboro Road, Suite 310, Louisville, Kentucky 40207
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(c)
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Present
principal occupation:
General
Partner, Security Management Company, principal business - investments,
4350 Brownsboro Road, Suite 310, Louisville, Kentucky
40207
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(d)
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Criminal
proceedings during past five years:
None
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(e)
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Civil
proceedings and/or judgment, decree or final order related to Federal
and
State securities laws, during past five
years:
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(f)
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Citizenship:
United States
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Margaret
A. Wells
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(a)
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Name:
Margaret A. Wells
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(b)
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Business
Address:
4350
Brownsboro Road, Suite 310, Louisville, Kentucky 40207
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(c)
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Present
principal occupation:
Property
Management Consultant
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(d)
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Criminal
proceedings during past five years:
None
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(e)
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Civil
proceedings and/or judgment, decree or final order related to Federal
and
State securities laws, during past five
years:
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(f)
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Citizenship:
United States
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SMC
Retirement Trust, Darrell R. Wells Individual Trust
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(a)
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Name:
SMC
Retirement Trust, Darrell R. Wells Individual Trust
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(b)
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Business
Address:
4350
Brownsboro Road, Suite 310, Louisville, Kentucky 40207
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(c)
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Present
principal occupation:
Not
applicable
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(d)
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Criminal
proceedings during past five years:
None
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(e)
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Civil
proceedings and/or judgment, decree or final order related to Federal
and
State securities laws, during past five
years:
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(f)
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Citizenship:
United States
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Security
Trend Partners
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(a)
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Name:
Security
Trend Partners
(a
Kentucky limited partnership)
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(b)
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Business
Address:
4350
Brownsboro Road, Suite 310, Louisville, Kentucky 40207
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(c)
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Present
principal occupation:
Security
Trader
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(d)
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Criminal
proceedings during past five years:
None
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(e)
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Civil
proceedings and/or judgment, decree or final order related to
Federal and
State securities laws, during past five
years:
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Darrell
R. Wells is the sole General Partner of Security Trend
Partners.
Exbury
Partners
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(a)
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Name:
Exbury
Partners (
a
Kentucky limited partnership)
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(b)
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Business
Address:
4350
Brownsboro Road, Suite 310, Louisville, Kentucky 40207
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(c)
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Present
principal occupation:
Security
Trader
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(d)
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Criminal
proceedings during past five years:
None
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(e)
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Civil
proceedings and/or judgment, decree or final order related to
Federal and
State securities laws, during past five
years:
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Darrell
R. Wells is the sole General Partner of Exbury
Partners.
SMC
Advisors, Incorporated
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(a)
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Name:
SMC
Advisors, Incorporated
(a
Kentucky corporation)
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(b)
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Business
Address:
4350
Brownsboro Road, Suite 310, Louisville, Kentucky 40207
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(c)
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Present
principal occupation:
Security
Trader
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(d)
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Criminal
proceedings during past five years:
None
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(e)
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Civil
proceedings and/or judgment, decree or final order related
to Federal and
State securities laws, during past five
years:
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Darrell
R. Wells is President of SMC Advisors,
Incorporated.
Directors
and Executive Officers of SMC Advisors, Incorporated
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Name
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Residence
or
Business
Address
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Present
Principal
Occupations
or Employment
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Darrell
R. Wells
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4350
Brownsboro Road, Suite 310
Louisville,
Kentucky 40207
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General
Partner, Security
Management
Company
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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.
Commonwealth
Bancshares, Inc.
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(a)
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Name:
Commonwealth
Bancshares, Inc.
(a Kentucky
corporation)
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(b)
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Business
Address:
4350
Brownsboro Road, Suite 310, Louisville, Kentucky 40207
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(c)
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Present
principal occupation:
Bank
holding company
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(d)
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Criminal
proceedings during past five years:
None
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(e)
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Civil
proceedings and/or judgment, decree or final order related to Federal
and
State securities laws, during past five
years:
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Darrell
R. Wells is Chairman of Commonwealth Bancshares, Inc.
Directors
of Commonwealth Bancshares, Inc.
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Name
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Residence
or
Business
Address
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Present
Principal
Occupation
or Employment
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Darrell
R. Wells
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4350
Brownsboro Road, Suite 310
Louisville,
Kentucky 40207
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General
Partner, Security
Management
Company
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Rebecca
M. Irvine
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499
Lightfoot Road
Louisville,
Kentucky 40207
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Homemaker/Civic
Volunteer
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Wayne
H. Wells
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18
Westwind Rd.
Louisville,
Kentucky 40207
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Real
Estate
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Margaret
A. Wells
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4350
Brownsboro Road, Suite 310
Louisville,
Kentucky 40207
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Property
Management Consultant
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Y.
Peyton Wells
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130
St. Matthews Ave, Suite 301
Louisville,
KY 40207
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Restaurant
Executive, WW
Cousins
Systems, Inc.
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L.
Crawford Wells
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130
St. Matthews Ave, Suite 301
Louisville,
KY 40207
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Restaurant
Executive
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Perry
C. Day
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7135
Houston Rd.
Florence,
KY 41042
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CEO,
First Security Trust Bank
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James
R. Rucker
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4350
Brownsboro Rd, Suite 310
Louisville,
KY 40207
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CEO,
Commonwealth Bank & Trust Co.
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B.
A. Thomas Jr.
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5700
Cropper Rd
Shelbyville,
KY 40065
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Retired
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Executive
Officers of Commonwealth Bancshares, Inc.
(who
are
not directors of Commonwealth Bancshares, Inc.)
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Name
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Residence
or
Business Address
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Present
Principal
Occupation
or Employment
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Michael
E. Dugle
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4350
Brownsboro Road, Suite 310
Louisville,
Kentucky 40207
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CFO,
Commonwealth Bank & Trust
Company
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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 and Trust Company, Trustee for Darrell R. Wells Irrevocable
Trust
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(a)
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Name:
Commonwealth
Bank and Trust Company, Trustee for Darrell R. Wells Trust Under
Agreement
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(b)
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Business
Address:
4350
Brownsboro Road, Suite 310, Louisville, Kentucky 40207
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(c)
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Present
principal occupation:
Not
applicable
|
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(d)
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Criminal
proceedings during past five years:
None
|
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(e)
|
Civil
proceedings and/or judgment, decree or final order related to Federal
and
State securities laws, during past five
years:
|
|
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(f)
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Citizenship:
United
States
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Darrell
R. Wells Money Pension Plan
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(a)
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Name:
Darrell
R. Wells Money Pension
Plan
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(b)
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Business
Address:
4350
Brownsboro Road, Suite 310, Louisville, Kentucky 40207
|
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(c)
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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:
|
|
|
(f)
|
Citizenship:
United
States
|
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ITEM
3. -
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Source
and Amount of Funds or 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 Common Stock. No purchase of the Class A Common
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, filed on or about December 23, 1992, was occasioned
by
two (2) purchases by Exbury Partners of a total of 18,000 shares of the Class
A
Common Stock at a total cost of $99,000 and one (1) purchase by Security Trend
Partners of 20,000 shares of the Class A Common 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, filed on or about November 15, 1993, was occasioned
by
three (3) purchases by Security Trend Partners of a total of 14,423 shares
of
the Class A Common 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 Common Stock
pursuant to a final 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 Common 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, filed on or about January 8, 1996, 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 was immediately convertible, at the then-current conversion
rate, into two thousand (2,000) shares of the Class A Common Stock of the
Issuer. Security Trend Partners purchased one hundred (100) shares of
the Preferred Stock (which was convertible into two hundred thousand (200,000)
shares of the Class A Common 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, whose ownership was then reportable under this Schedule 13D, purchased
nine (9) shares of the Preferred Stock (which was convertible into eighteen
thousand (18,000) shares of the Class A Common 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 was
convertible into eighteen thousand (18,000) shares of the Class A Common 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, filed on or about February 9, 1996, was occasioned by
three (3) purchases of the Preferred Stock by certain Reporting
Persons. Each share of the Preferred Stock was immediately
convertible, at the then-current conversion rate, into two thousand (2,000)
shares of the Class A Common 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 Common 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 was convertible into forty-four thousand (44,000) shares
of the Class A Common 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 was convertible
into seventy-four thousand (74,000) shares of the Class A Common 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, filed June 10, 1997, was occasioned by the sale by
Darrell R. Wells of two (2) shares of the Preferred Stock (which was convertible
into four thousand (4,000) shares of the Class A Common 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, filed September 30, 1998, 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
Common Stock for a purchase price of $5.25 per share. Security Trend
Partners used working capital to purchase the shares of Class A Common
Stock. On May 28, 1998, Security Trend Partners sold 5,000 shares of
the Class A Common 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 Class A Common
Stock. Each share of the Preferred Stock was converted into two
thousand (2,000) shares of the Class A Common Stock, for a total of 410,000
shares of Class A Common Stock.
Amendment
No. 7 to Schedule 13D, filed February 11, 2004, was occasioned by the purchase
by Darrell R. Wells and Security Trend Partners of one thousand three hundred
seventy-two (1,372) shares each of the Class A Common Stock.
Amendment
No. 8 to Schedule 13D, filed June 8, 2007, was occasioned by the purchase by
Margaret A. Wells of the shares of Class A Common Stock owned by Frank T. Kiley
(6,303 shares) and SMC Retirement Trust, Frank T. Kiley Individual Trust (18,000
shares), on April 2 and May 25, 2007, respectively. Following such
purchases, Mr. Kiley and SMC Retirement Trust, Frank T. Kiley Individual Trust,
were no longer reporting persons.
This
Amendment No. 9 to Schedule 13D follows the reverse stock split of the Class
A
Common Stock by the Company on November 13, 2007. The reverse stock
split was effected to reduce the number of record shareholders of the Company
to
fewer than three hundred (300) in connection with the Company’s going-private
transaction, as further described in the Company’s definitive proxy statement
filed on October 4, 2007. Pursuant to the reverse stock split, one
(1) share of Class A Common Stock was issued in exchange for every two hundred
fifty (250) shares of then-outstanding Class A Common Stock, with cash paid
in
lieu of any fractional shares.
|
ITEM
4. -
|
Purpose
of Transaction
|
The
Reporting Persons acquired the Class A Common 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 Common 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; or [h] 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 [h] 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 [h]. As
described above in Item 3 and disclosed in the Company’s filings with the
Commission, the Company has effected a reverse stock split of its Class A Common
Stock for the purpose of causing such Class A Common Stock to be delisted from
the NASDAQ Capital Market and eligible for termination of registration pursuant
to Section 12(g)(4) of the Act. The Company filed a Form 15 with the
Commission on November 13, 2007, giving notice of the termination of
registration of the Class A Common Stock pursuant to Section 12(g)(4) of the
Act.
|
ITEM
5. -
|
Interest
in Securities of the Issuer
|
|
|
(a)
|
As
of November 14, 2007 the Reporting Persons beneficially owned 3,922
shares
of Class A Common Stock which constitutes approximately 70.7% of
the Class
A Common Stock. The beneficial ownership of Class A Common
Stock by each of the Reporting Persons is as
follows:
|
|
Darrell
R.Wells
|
3,922
|
|
70.7%*
|
|
Margaret
A.Wells
|
97
|
|
1.7%
|
|
SMC
Retirement Trust,
Darrell R.Wells Individual Trust
|
266
|
|
4.8%
|
|
Security
Trend Partners
|
1,261
|
|
22.7%
|
|
Exbury
Partners
|
462
|
|
8.3%
|
|
SMC
Advisors, Incorporated
|
32
|
|
0.6%
|
|
Commonwealth
Bancshares, Inc.
|
269
|
|
4.8%
|
|
Commonwealth
Bank & Trust, Trustee
for Darrell R.Wells Irrevocable Trust
|
176
|
|
3.2%
|
|
Darrell
R.Wells Money Pension Plan
|
356
|
|
6.4%
|
* Includes
shares owned of record by Darrell R. Wells and all other persons named
herein.
|
|
(b)
|
Sole Voting and/or Dispositive
Power:
|
Shares
with regard to which Darrell R. Wells has sole voting and dispositive
power:
|
Darrell
R.Wells
|
1,003
|
|
SMC
Retirement Trust,
Darrell R.Wells Individual Trust
|
266
|
|
|
Security
Trend Partners
|
1,261
|
|
|
Exbury
Partners
|
462
|
|
|
SMC
Advisors, Incorporated
|
32
|
|
Commonwealth
Bank & Trust, Trustee
for Darrell R.Wells Irrevocable
Trust
|
176
|
|
|
Darrell
R.Wells Money Pension Plan
|
356
|
|
Shares
with regard to which Margaret A. Wells has sole voting and dispositive
power:
Shares
with regard to which voting and dispositive power are shared:
|
Commonwealth
Bancshares, Inc.
|
269
|
|
Voting
and dispositive power shared by Darrell R. Wells, Chairman, Rebecca M. Irvine,
Director, Wayne H. Wells, Director, Margaret A. Wells, Director, Y. Peyton
Wells, Director, L. Crawford Wells, Director, Perry C. Day, Director, James
R.
Rucker, Director and B.A. Thomas, Jr., Director.
|
|
(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 Common
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. -
|
Material
to be Filed as Exhibits.
|
Exhibit
1. - Agreement among Reporting Persons dated June 8, 2007 for the filing of
a
single Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) (previously filed as
Exhibit 1 to Amendment No. 8 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.
|
|
/s/ Darrell
R. Wells
Darrell
R. Wells, in each of the following capacities:
Darrell
R. Wells, Individually
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 Irrevocable Trust, Beneficiary
Darrell
R. Wells Money Pension Plan,
Trustee
|
|
|
|
|
|
/s/
Margaret A.
Wells
Margaret
A. Wells
|
16