(1) |
Title
of each class of securities to which transaction
applies:
|
(2) |
Aggregate
number of securities to which transaction
applies:
|
(3) |
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11:
|
(4) |
Proposed
maximum aggregate value of
transaction:
|
(5) |
Total
fee paid:
|
(1) |
Amount
Previously Paid:
|
(2) |
Form,
Schedule or Registration Statement No.:
|
(3) |
Filing
Party:
|
(4) |
Date
Filed:
|
Ownership
of Class A Stock
|
||||
Shareholder
|
Principal
Relationship
|
Shares
|
Percent
of Class(1)
|
|
Darrell
R. Wells(2)
4350
Brownsboro Road, Suite 310
Louisville,
Kentucky 40207
|
Director,
officer and 5% shareholder
|
956,694(3)
|
57.5%
|
|
Margaret
A. Wells(2)
4350
Brownsboro Road, Suite 310
Louisville,
Kentucky 40207
|
Director
and 5% shareholder
|
956,694
|
57.5%
|
|
John
H. Harralson, Jr.
|
Director
|
12,468
|
*
|
|
Frank
T. Kiley
|
Director
|
24,303
|
1.5%
|
|
George
A. Turk
|
Director
|
0
|
-
|
|
Thomas
G. Ward
|
Director
|
24,169
|
1.5%
|
|
Joseph
M. Bost
|
Named
executive officer
|
0
|
-
|
|
Len
E. Schweitzer
|
Named
executive officer
|
0
|
-
|
|
Paul
M. Marquess
|
Named
executive officer
|
50
|
*
|
|
Directors
and Executive Officers as a Group
|
1,017,684
|
61.1%
|
||
*
Less than 1%.
|
||||
(1) Based
upon 1,664,471 shares of Class A Stock outstanding as of April 27,
2006.
(2) Margaret
A. Wells, a director, is the wife of Darrell R. Wells. Under the
federal
securities laws, a person is presumed to be the beneficial owner
of
securities held by members of the person’s immediate family sharing the
same household. Accordingly, the shares reported as beneficially
owned by
Mr. Wells and Mrs. Wells are the same shares.
(3) Mr.
Wells shares voting and investment power with respect to 67,315 shares
of
the Class A Stock.
|
Plan
category
|
Number
of securities to be issued upon exercise of outstanding options,
warrants
and rights
(a)
|
Weighted-average
exercise price of outstanding options, warrants and
rights
(b)
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
(c)
|
Equity
compensation plans approved by security holders
|
0
|
n/a
|
110,000
|
Equity
compensation plans not approved by security holders
|
n/a
|
n/a
|
n/a
|
Total
|
0
|
n/a
|
110,000
|
Name
|
Age
|
Present
Positions with the Company
and
the Insurance Subsidiaries(1)
|
John
H. Harralson, Jr.
|
78
|
Director
of the Company and of each of the Insurance
Subsidiaries
|
George
A. Turk
|
57
|
Director
of the Company and of each of the Insurance
Subsidiaries
|
Thomas
G. Ward
|
68
|
Director
of the Company and of each of the Insurance
Subsidiaries
|
Darrell
R. Wells
|
63
|
President
and Chief Executive Officer, Director and Chairman of the Board of
the
Company; Director, Chairman of the Board and Chief Executive Officer
of
each of the Insurance Subsidiaries
|
Margaret
A. Wells
|
59
|
Director
of the Company and of each of the Insurance
Subsidiaries
|
(1) The
Company’s “Insurance Subsidiaries” are Citizens Security Life Insurance
Company (“Citizens Security”); United Liberty Life Insurance Company
(“United Liberty”); and Citizens Insurance Company (“Citizens Insurance”),
which is presently inactive. The Company’s other two subsidiaries are not
currently significant to its overall
business.
|
Name
|
Age
|
Present
Positions with the Company
and
the Insurance Subsidiaries
|
Darrell
R. Wells
|
63
|
President
and Chief Executive Officer, Director and Chairman of the Board of
the
Company; Director, Chairman of the Board and Chief Executive Officer
of
each of the Insurance Subsidiaries
|
Joseph
M. Bost
|
52
|
Executive
Vice President and Chief Operating Officer of the Company; President
and
Chief Operating Officer of each of the Insurance
Subsidiaries
|
Len
E. Schweitzer
|
59
|
Vice
President, Accounting, Chief Financial Officer, Treasurer and Secretary
of
the Company; Senior Vice President, Accounting, Chief Financial Officer,
Treasurer and Secretary of each of the Insurance Subsidiaries
|
Paul
M. Marquess
|
68
|
Vice
President, Agency, of the Company; Senior Vice President, Agency,
of
Citizens Security and United Liberty
|
Michael
S. Williams
|
57
|
Vice
President of Marketing for Life and Health Products of the Company;
Senior
Vice President of Marketing for Life and Health Products of Citizens
Security and United Liberty
|
James
H. Knox
|
50
|
Vice
President of Marketing for Group Dental Products for the Company;
Senior
Vice President of Marketing for Group Dental Products for Citizens
Security Life Insurance Company
|
Name
and Principal Positions
with
the Company
|
Year
|
Annual
Compensation
|
Other
Annual
Compensation
|
All
Other Compensation(5)
|
|
Salary
|
Bonus
|
||||
Current
Executive Officers:
|
|||||
Darrell
R. Wells(1)
President,
Chief Executive Officer and Chairman of the Board
|
2005
2004
2003
|
$103,865
$
90,384
$0
|
$0
$0
$0
|
$0
$0
$1,913
|
$8,700
$8,000
$8,000
|
Joseph
M. Bost(2)
Executive
Vice President
and
Chief Operating Officer
|
2005
2004
2003
|
$157,500
$
10,903
n/a
|
$30,000
$50,000
n/a
|
$0
$0
n/a
|
$1,796
$0
n/a
|
Len
E. Schweitzer(3)
Vice
President, Accounting, Chief Financial Officer, Treasurer and
Secretary
|
2005
2004
2003
|
$135,122
$108,307
$
78,912
|
$0
$0
$0
|
$0
$0
$0
|
$4,885
$3,816
$2,091
|
Paul
M. Marquess(4)
Vice
President, Agency, of the Company; Senior Vice President, Agency,
of
Citizens Security and United Liberty
|
2005
2004
2003
|
$101,545
$
95,000
$
96,846
|
$0
$0
$0
|
$0
$0
$0
|
$3,134
$3,010
$2,771
|
(1) Until
2004, Mr. Wells did not receive any salary or bonus for serving as
an
officer. His other Annual Compensation in that year took the form
of
personal use of an airplane formerly partly owned by the Company.
The
amount shown under All Other Compensation refers to director’s fees.
(2) Mr.
Bost is employed under an agreement continuing through December 31,
2006.
It provides for an annual base salary of $157,500 and guaranteed
bonuses
on April 1, 2005, 2006 and 2007 in the amount of $50,000, $30,000
and
$10,000, respectively. If he resigns
for defined Good Reason or is terminated for defined Convenience
of
Employer
prior to December 31, 2006, he will receive a severance benefit in
the
amount of $150,000.
(3) Mr.
Schweitzer became an executive officer in February, 2004 upon resignation
of the Company’s then-chief financial officer. He is employed under an
agreement continuing through August 31, 2006, renewing annually through
2012 unless either party gives notice of termination. It provides
for an
annual base salary of $132,000. If he resigns for defined Good Reason
or
is terminated for defined Convenience of Employer, he will receive
a
severance benefit in the amount of one year’s salary.
(4) Mr.
Marquess went to part-time status at 50% salary effective May 1,
2006.
(5) The
amounts shown under All Other Compensation (other than Mr. Wells
-- see
note 1) include the Company’s contributions to its 401(k) plan for the
employee and Company-paid life insurance premiums, which are detailed
in
the following table.
|
Year
|
Darrell
R. Wells
|
Joseph
M. Bost
|
Len
E. Schweitzer
|
Paul
M. Marquess
|
|
401(k)
Contributions
|
|||||
2005
|
$0
|
$0
|
$3,378
|
$2,539
|
|
2004
|
$0
|
$0
|
$2,707
|
$2,421
|
|
2003
|
$0
|
n/a
|
$1,986
|
$2,192
|
|
Life
Insurance Premiums
|
|||||
2005
|
$0
|
$1,796
|
$1,507
|
$595
|
|
2004
|
$0
|
$0
|
$1,109
|
$589
|
|
2003
|
$0
|
$0
|
$
905
|
$589
|
2000
|
2001
|
2002
|
2003
|
2004
|
2005
|
|
Citizens
Financial
|
$100.00
|
$70.21
|
$42.55
|
$73.11
|
$59.91
|
$53.19
|
Russell
2000
|
$100.00
|
$102.49
|
$81.49
|
$120.00
|
$141.97
|
$148.46
|
Nasdaq
Insurance
|
$100.00
|
$107.19
|
$108.03
|
$133.52
|
$156.69
|
$181.68
|
Years
Ended December 31,
|
||
2005
|
2004
|
|
Audit
Fees (1)
|
$200,000
|
$200,973
|
Audit-Related
Fees (2)
|
0
|
0
|
Tax
Fees (3)
|
2,742
|
6,000
|
All
Other Fees (4)
|
0
|
0
|
Total
|
$202,742
|
$206,973
|
(1)
|
Audit
Fees consist of fees billed for professional services rendered for
the
audit of the Company’s consolidated annual financial statements, review of
the interim consolidated financial statements included in quarterly
reports and services that are normally provided by Ernst & Young LLP
in connection with statutory and regulatory filings or engagements.
|
(2)
|
Audit-Related
Fees would consist of fees billed for assurance and related services
that
are reasonably related to the performance of the audit or review
of the
Company’s consolidated financial statements and are not reported under
“Audit Fees.”
|
(3)
|
Tax
Fees consist of fees billed for professional services rendered for
tax
compliance, tax advice and tax planning.
|
(4)
|
All
Other Fees would consist of fees for products and services other
than the
services reported above.
|