EXHIBIT 1.
Agreement among Reporting Persons dated May 30, 1997 for the filing of a
single Schedule 13D pursuant to Rule 13d-1(f)(1)(iii)
20
AGREEMENT
THIS AGREEMENT is made and entered into by and among XXXXXXX X. XXXXX
("Xxxxx"), XXXXX X. XXXXX ("Xxxxx"), both individuals, XXXXXXX X. XXXXX
RETIREMENT TRUST ("Xxxxx Trust"), SMC RETIREMENT TRUST, XXXXXXX X. XXXXX
INDIVIDUAL TRUST ("SMC Trust"), COMMONWEALTH BANCSHARES, INC. ("CBI"), a
Kentucky corporation, SMC ADVISORS, INCORPORATED ("SMC"), a Kentucky
corporation, SECURITY TREND PARTNERS ("STP"), a Kentucky limited partnership,
EXBURY PARTNERS ("Exbury"), a Kentucky limited partnership, SMC RETIREMENT
TRUST, XXXXX X. XXXXX INDIVIDUAL TRUST ("Xxxxx Trust"), NATIONAL CITY BANK,
KENTUCKY, TRUSTEE FOR XXXXXXX X. XXXXX TRUST UNDER AGREEMENT ("NCB Trust"), and
XXXXXXX X. XXXXX MONEY PENSION PLAN ("Plan") (collectively, the "Group").
W I T N E S S E T H:
WHEREAS, each member of the Group beneficially owns shares of the Class
A Stock of Citizens Financial Corporation;
WHEREAS, each member of the Group desires to file a single Schedule 13D
indicating the beneficial ownership of each member; and
WHEREAS, Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of 1934
(the "Act") requires that, when a Schedule 13D is filed on behalf of more than
one person, the Schedule 13D shall include as an exhibit to the Schedule 13D an
agreement in writing of such persons that the Schedule 13D is filed on behalf
of each of them;
NOW, THEREFORE, in consideration of the premises and the mutual promises
of the parties hereto, the parties hereto covenant and agree as follows:
1. Wells, Kiley, Xxxxx Trust, SMC Trust, CBI, SMC, STP, Exbury,
Xxxxx Trust, NCB Trust and the Plan agree that a single Schedule 13D and any
amendments thereto relating to the shares of Class A Stock of Citizens
Financial Corporation shall be filed on behalf of each of them.
2. Wells, Kiley, Xxxxx Trust, SMC Trust, CBI, SMC, STP, Exbury,
Xxxxx Trust, NCB Trust and the Plan each acknowledge and agree that pursuant to
Rule 13d-1(f)(1) under the Act each of them is individually responsible for the
timely filing of such Schedule 13D and any amendments thereto and for the
completeness and accuracy of the information contained therein.
3. This Agreement shall not be assignable by any party hereto.
4. This Agreement shall be terminated only upon the first
to occur of the following: (a) the death of any of the individual
parties hereto, (b) the dissolution, termination or settlement of
1
the Xxxxx Trust, SMC Trust, CBI, SMC, STP, Exbury, Xxxxx Trust, NCB Trust,
or the Plan, or (c) a written notice of termination given by any party hereto
to all of the other parties hereto.
5. This Agreement may be executed in several counterparts, each of
which shall be deemed to be an original copy hereof, but all of which together
shall constitute a single instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 30th day of May, 1997.
/S/ XXXXXXX X. XXXXX
Xxxxxxx X. Xxxxx, Individually
Xxxxxxx X. Xxxxx Retirement Trust
By: /S/ XXXXXXX X. XXXXX
Xxxxxxx X. Xxxxx, Trustee
SMC Retirement Trust, Xxxxxxx X.
Xxxxx Individual Trust
By: /S/XXXXXXX X. XXXXX
Xxxxxxx X. Xxxxx, Trustee
Commonwealth Bancshares, Inc.
By: /S/ XXXXXXX X. XXXXX
Xxxxxxx X. Xxxxx, Chairman
SMC Advisors, Incorporated
By: /S/ XXXXXXX X. XXXXX
Xxxxxxx X. Xxxxx, President
2
Security Trend Partners
By: /S/ XXXXXXX X. XXXXX
Xxxxxxx X. Xxxxx, General Partner
Exbury Partners
By: /S/ XXXXXXX X. XXXXX
Xxxxxxx X. Xxxxx, General Partner
National City Bank, Kentucky, Trustee
for Xxxxxxx X. Xxxxx Trust Under
Agreement
By: /S/ XXXXXXX X. XXXXX
Xxxxxxx X. Xxxxx, Beneficiary
Xxxxxxx X. Xxxxx Money Pension Plan
By: /S/ XXXXXXX X. XXXXX
Xxxxxxx X. Xxxxx, Trustee
/S/ XXXXX X. XXXXX
Xxxxx X. Xxxxx, Individually
SMC Retirement Trust, Xxxxx X. Xxxxx
Individual Trust
By: /S/ XXXXX X. XXXXX
Xxxxx X. Xxxxx, Trustee
3
