<PAGE>
<PAGE>
SCHEDULE 14A INFORMATION
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or
Rule 14a-12
[ ] Confidential, For use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
CFS BANCSHARES, INC.
- ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
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 (set
forth the amount on which the filing fee is calculated and state
how it was determined):
________________________________________________________________
4. Proposed maximum aggregate value of transaction:
________________________________________________________________
5. Total fee paid:
________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1. Amount Previously Paid:
____________________________________________
2. Form, Schedule or Registration Statement No.:
____________________________________________
3. Filing Party:
____________________________________________
4. Date Filed:
____________________________________________
<PAGE>
<PAGE>
[CFS BANCSHARES, INC. LETTERHEAD]
December 27, 1999
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of
Stockholders of CFS Bancshares, Inc. for the year ended
September 30, 1999, to be held adjacent to the Savings Bank's
office in the second floor auditorium at 300 18th Street North,
Birmingham, Alabama, on Wednesday, January 26, 2000, at 2:30
p.m., local time.
The attached Notice of Annual Meeting and Proxy Statement
describe the formal business to be transacted at the meeting.
At the Meeting, stockholders will consider and vote on the
election of one director.
During the Meeting, we will also report on the operations
of the Company. Directors and Officers of the Company as well
as a representative of KPMG LLP will be present to respond to
any questions that stockholders may have.
Your vote is important, regardless of the number of shares
you own. On behalf of the Board of Directors, we urge you to
sign, date and return the enclosed proxy card as soon as
possible, even if you currently plan to attend the Annual
Meeting. This will not prevent you from voting in person, but
will assure that your vote is counted if you are unable to
attend the meeting.
Sincerely,
/s/ Bunny Stokes, Jr.
Bunny Stokes, Jr.
Chairman of the Board and
Chief Executive Officer
<PAGE>
<PAGE>
CFS BANCSHARES, INC.
1700 3RD AVENUE NORTH
BIRMINGHAM, ALABAMA 35203
(205) 328-2041
________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 26, 2000
________________________________________________________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stock-
holders (the "Meeting") of CFS Bancshares, Inc. (the "Company"),
will be held adjacent to Citizens Federal Savings Bank's office
in the second floor auditorium at 300 18th Street North,
Birmingham, Alabama, on Wednesday, January 26, 2000, at 2:30
p.m., local time.
A Proxy Card and a Proxy Statement for the Meeting are
enclosed.
The Meeting is for the purpose of considering and acting
upon:
1. The election of one director of the Company;
and
2. Such other matters as may properly come before
the Meeting or any adjournments thereof.
NOTE: The Board of Directors is not aware of any other
business to come before the Meeting.
Any action may be taken on any one of the foregoing pro-
posals at the Meeting on the date specified above, or on any
date or dates to which, by original or later adjournment, the
Meeting may be adjourned. Pursuant to the Company's Bylaws, the
Board of Directors has fixed the close of business on December
7, 1999, as the record date for determination of the stock-
holders entitled to vote at the Meeting and any adjournments
thereof.
You are requested to fill in and sign the enclosed form of
Proxy which is solicited by the Board of Directors and to mail
it promptly in the enclosed envelope. The proxy will not be
used if you attend and vote at the Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ W. Kent McGriff
W. KENT MCGRIFF
SECRETARY
Birmingham, Alabama
December 27, 1999
________________________________________________________________
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY
THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A
QUORUM. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
________________________________________________________________
<PAGE>
<PAGE>
________________________________________________________________
PROXY STATEMENT
OF
CFS BANCSHARES, INC.
1700 3RD AVENUE NORTH
BIRMINGHAM, ALABAMA 35203
(205) 328-2041
________________________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 26, 2000
________________________________________________________________
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of CFS
Bancshares, Inc. (the "Company") to be used at the Annual
Meeting of Stockholders of the Company (hereinafter called the
"Meeting") which will be held adjacent to the Citizens Federal
Savings Bank's (the "Savings Bank") office in the second floor
auditorium at 300 18th Street North, Birmingham, Alabama, on
Wednesday, January 26, 2000, at 2:30 p.m., local time. The
accompanying notice of meeting and this Proxy Statement are
being first mailed to stockholders on or about December 27,
1999.
________________________________________________________________
Revocation of Proxies
________________________________________________________________
Stockholders who execute proxies retain the right to
revoke them at any time. Unless so revoked, the shares
represented by such proxies will be voted at the Meeting and all
adjournments thereof. Proxies may be revoked by written notice
to the Secretary of the Company, mailed or delivered to the
above address, or the filing of a later proxy prior to a vote
being taken on a particular proposal at the Meeting. A proxy
will not be voted if a stockholder attends the Meeting and votes
in person. Proxies solicited by the Board of Directors of the
Company will be voted in accordance with the directions given
therein. Where no instructions are indicated, proxies will be
----------------------------------------------------
voted for the nominee for director set forth below. The proxy
- --------------------------------------------------
confers discretionary authority on the persons named therein to
vote with respect to the election of any person as a director
where the nominee is unable to serve or for good cause will not
serve, and matters incident to the conduct of the Meeting.
Proxies marked as abstentions will not be counted as votes cast.
In addition, shares held in street name which have been
designated by brokers on proxy cards as not voted will not be
counted as votes cast. Proxies marked as abstentions or as
broker no votes, however, will be treated as shares present for
purposes of determining whether a quorum is present.
________________________________________________________________
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
________________________________________________________________
Stockholders of record as of the close of business on
December 7, 1999, are entitled to one vote for each share then
held. As of December 7, 1999, the Company had 130,000 shares of
Common Stock issued and outstanding.
The following table sets forth, as of December 7, 1999,
the shares of Common Stock beneficially owned by all holders of
more than 5% of the Company's stock and by all officers and
directors of the Company as a group. Persons and groups owning
in excess of 5% of the Company's Common Stock are required to
file certain reports regarding such ownership pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Based upon such reports, management knows of no persons,
other than those set forth below, who owned more than 5% of the
Company's outstanding shares of Common Stock at December 7,
1999.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF SHARES
NAME AND ADDRESS OF BENEFICIAL OF COMMON STOCK
OF BENEFICIAL OWNER OWNERSHIP(1) OUTSTANDING
- ------------------- ----------------- -----------------
<S> <C> <C>
Citizens Federal Savings Bank Employee 30,765 23.67%
Stock Ownership Plan ("ESOP")
1700 3rd Avenue North
Birmingham, Alabama 35203
State Farm Insurance Co. 12,999 9.99%
1 State Farm Plaza
Bloomington, Illinois 61701
James W. Coleman 11,600 8.92%
Route 1 Box 287
Sawyerville, AL 36776
Bunny Stokes, Jr. 24,541 (2) 17.78%
1700 3rd Avenue North
Birmingham, Alabama 35203
Thomas G. Gardner Living Trust 6,500 (3) 5.00%
470 1st Street North
Birmingham, Alabama 35204
Ross E. Gardner 4,000 (3) 3.08%
470 1st Street North
Birmingham, Alabama 35204
Paul G. Gardner 4,000 (3) 3.08%
216 Fair Oak Drive
Fairfield, Alabama 35064
Eric A. Gardner 3,596 (3) 2.77%
5605 Avenue C
Fairfield, Alabama 35064
All Officers and Directors 47,524 (4) 34.19%
as a Group (6 Persons)
<FN>
____________________
(1) All shares are owned directly by the named individuals or
by their spouses and minor children, over which shares the
named individuals effectively exercise sole or shared
voting and investment power.
(2) Includes 8,000 shares which Mr. Stokes has a right to
acquire pursuant to stock options, and 4,233 shares owned
by the ESOP which have been allocated to the account of Mr.
Stokes.
(3) Ross Gardner, Paul Gardner and Eric Gardner are brothers.
Paul Gardner and Eric Gardner are listed as co-trustees of
the Thomas G. Gardner Living Trust.
(4) Includes 6,367 shares owned by the ESOP which, as of
December 7, 1999, had not been allocated and are currently
voted by Citizens Federal Savings Bank Directors Lett,
Greene and Woolfolk, as members of the Savings Bank's ESOP
Committee. Also includes 7,491 shares held in retirement
accounts for the benefit of the named individuals, and
9,000 shares which the named individuals have a right to
acquire within 60 days pursuant to stock options.
</FN>
</TABLE>
2
<PAGE>
<PAGE>
________________________________________________________________
PROPOSAL I -- ELECTION OF DIRECTORS
________________________________________________________________
The Company's Board of Directors is presently composed of
four members elected for terms of three years, approximately
one-third of whom are to be elected annually in accordance with
the Bylaws of the Company. Pursuant to the Certificate of
Incorporation of the Company, stockholders are not entitled to
cumulate their votes for the election of directors.
The Board of Directors has nominated Odessa Woolfolk to
serve as director for a three year term. It is intended that
the persons named in the proxies solicited by the Board will
vote for the election of the named nominee. If the nominee is
unable to serve, the shares represented by all valid proxies
will be voted for the election of such substitute as the Board
of Directors may recommend. At this time the Board knows of no
reason why the nominee might be unavailable to serve.
The following table sets forth for the nominee and each
director continuing in office, his or her name, age (as of
September 30, 1999), principal occupation(s) during the past
five years, the year he or she first became a director of the
Savings Bank (predecessor to the Company) and the number of
shares and percentage of the Company's Common Stock beneficially
owned at December 7, 1999. All persons were appointed as
directors in January 1998 in connection with the incorporation
of the Company. Each director of the Company is also a member
of the Board of Directors of the Savings Bank.
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
AGE AT FIRST ELECTED CURRENT OWNED AT PERCENT
SEPTEMBER DIRECTOR OF TERM DECEMBER 7, OF
NAME 30, 1999 PRINCIPAL OCCUPATION(1) SAVINGS BANK TO EXPIRE 1999 (2) CLASS
- ---- ------- ----------------------- ------------ --------- ------------ -------
<S> <C> <C> <C> <C> <C> <C>
BOARD NOMINEE FOR TERM TO EXPIRE IN 2003
Odessa Woolfolk 66 Private consultant and lecturer; 1990 2000 100 .08%
previously Assistant to President
of the University of Alabama at
Birmingham (UAB) for community
relations from January 1991 to
October 1993, and Director of the
UAB Center for Urban Affairs from
1983 to 1991.
DIRECTORS CONTINUING IN OFFICE
James W. Coleman 60 Executive Director, West Alabama 1994 2001 11,600 8.92%
Health Services, Inc., Eutaw,
Alabama.
Rev. John T. Porter 68 Pastor, Sixth Avenue Baptist 1986 2001 100 .08%
Church.
Bunny Stokes, Jr. 56 Chairman of the Board of the 1989 2002 24,541 (3) 17.78%
Savings Bank since March 1996;
President of the Savings Bank
since February 1990.
<FN>
____________________
(1) Nominees and directors have held these vocations or positions for at least five
years unless otherwise noted. Businesses are located in Birmingham, Alabama unless
otherwise noted.
(2) Unless otherwise noted, includes certain shares owned by corporations or
foundations in which the director is an officer or major stockholder, or by
spouses, or as a custodian or trustee for minor children, over which shares the
named individual effectively exercises sole or shared voting and investment power.
Also includes shares held in retirement accounts or funds for the benefit of the
listed individuals. Does not include 6,367 shares owned by the Savings Bank's
ESOP, over which shares the ESOP Committee, consisting of Citizens Federal Savings
Bank Directors Lett, Greene and Woolfolk, exercises partial voting and investment
power. Also includes shares which persons named in the table have a right
to acquire within 60 days pursuant to stock options.
(3) See footnote (2) on previous page for information on Mr. Stokes' share ownership.
</FN>
</TABLE>
3
<PAGE>
<PAGE>
________________________________________________________________
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
________________________________________________________________
The Board of Directors conducts its business through
meetings of the Board and through its committees. During the
fiscal year ended September 30, 1999, the Board of Directors
held 12 meetings. No director of the Company attended fewer
than 75% of the meetings of the Board of Directors and of the
committees on which such Board member served during this period.
The Board of Directors also serves as a Nominating
Committee for selecting the management nominees for election as
directors. While the Board of Directors will consider nominees
recommended by stockholders, as submitted in any form, it has
not actively solicited recommendations from the Company's
stockholders for nominees nor has it established any procedures
for this purpose. The Board of Directors held one meeting in
its capacity as the Nominating Committee to nominate the
individuals named herein for election as directors at the
Meeting. Nominations for election as directors shall be made in
accordance with the Company's Bylaws. Copies of the Company's
Bylaws may be requested by a stockholder of record, by writing
to the Secretary of the Company at the Company's executive
office.
Directors Porter, Lett, Coleman and Woolfolk serve as a
compensation committee, the function of which is to evaluate the
qualifications and performance of the Company's and Savings
Bank's principal officers and employees to determine the
compensation and benefits to be paid such individuals. The
Committee met one time during the 1999 fiscal year.
Directors Coleman, Porter, Lett and Woolfolk serve as an
audit committee. The primary function of this committee is to
review audit performance and evaluate policies and procedures
relating to internal auditing functions and controls. These
functions are performed through discussions with the Company's
internal auditors and management as needed, and through
discussions and meetings with the Company's independent auditors
and management to review the audit report and related matters.
No meetings were held by the Company's audit committee during
the fiscal year ended September 30, 1999, as the full Board of
Directors performed the duties normally performed by the Audit
Committee.
________________________________________________________________
EXECUTIVE COMPENSATION
________________________________________________________________
COMPENSATION SUMMARY
Employees of the Company do not receive separate
compensation for their service to the Company. Therefore, the
compensation information discussed in this Proxy Statement
relates to compensation paid by the Company's sole subsidiary,
the Savings Bank. The following table sets forth the cash and
noncash compensation for the last three fiscal years awarded to
or earned by the Chief Executive Officer of Citizens Federal
Savings Bank, the principal subsidiary of the Company. Mr.
Stokes was the only executive officer of the Company whose
compensation earned during the year ended September 30, 1999,
1998 and 1997 exceeded $100,000 for services rendered in all
capacities to the Company and the Savings Bank.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
NAME AND PRINCIPAL OTHER ANNUAL AWARDS OF ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
- ------------------ ---- ------ ----- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Bunny Stokes, Jr. 1999 $116,916 $ 6,000 -- -- $15,290 (1)
Chief Executive 1998 117,191 11,000 -- -- 16,492 (2)
Officer 1997 110,000 -- -- -- 16,847 (3)
<FN>
____________________
(1) Includes $10,673 representing the allocation of benefits under the Savings Bank's ESOP and
$4,617 representing matching contributions by the Savings Bank to the account of Mr. Stokes
under the Savings Bank's 401(k) Plan.
(2) Includes $12,025 representing the allocation of benefits under the Savings Bank's ESOP and
$4,467 representing the matching contributions by the Company to the account of Mr. Stokes
under the Savings Bank's 401(k) Plan.
(3) Includes $13,228 representing the allocation of benefits under the Savings Bank's ESOP and
$3,619 representing the matching contributions by the Savings Bank to the account of Mr.
Stokes under the Savings Bank's 401(k) Plan.
</FN>
</TABLE>
4
<PAGE>
<PAGE>
OPTION EXERCISES AND YEAR-END VALUE TABLE
The following table sets forth information concerning the
value of options held by the Chief Executive Officer during the
last fiscal year, as well as the value of such options at the
end of the fiscal year. No options were granted to or exercised
by the Chief Executive Officer during fiscal 1999.
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES FISCAL YEAR-END FISCAL YEAR-END
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE (1)
----------- -------- ------------- -----------------
<S> <C> <C> <C> <C>
Bunny Stokes, Jr. -- $ -- 8,000 $36,000
Chief Executive Officer
<FN>
_____________________
(1) Difference between fair market value of underlying
securities at fiscal year-end and the exercise
or base price (a difference of $4.50 per share).
</FN>
</TABLE>
EMPLOYMENT AGREEMENT
On June 5, 1989, the Savings Bank entered into an
employment agreement with Bunny Stokes, Jr., Executive Vice
President of the Savings Bank. The agreement was subsequently
amended in 1990 to reflect the appointment of Mr. Stokes as
President of the Savings Bank, and was amended again in 1993 to
change the agreement from a five-year term to a three-year term.
The agreement also provides for an annual extension of the term
of employment for an additional one-year period beyond the then
effective expiration date subject to Board of Directors approval
of the extension, unless Mr. Stokes gives written notice that
the agreement will not be extended further. The agreement
provides that Mr. Stokes will be entitled to participate in
discretionary bonuses, customary fringe benefits, vacation and
sick leave and disability payments as provided for other
management personnel. The agreement is terminated upon the
death of the employee, by his voluntary termination, or by the
Savings Bank for "just cause" as defined in the agreement. If
Mr. Stokes's employment is terminated without just cause, he
would be entitled to a continuation of his salary for the
remaining term of the agreement. Mr. Stokes' salary under the
agreement at September 30, 1999 was $117,835.
The employment agreement further provides that in the
event of the involuntary termination of employment in connection
with, or within six months after, any change in control of the
Savings Bank, or voluntary termination of employment in
conjunction with, or within six months after, any change in
control of the Savings Bank which in either case has not been
approved in advance by a two-thirds' vote of the full Board of
Directors, Mr. Stokes will be paid within 30 days of such
termination in one lump sum payment or, at his election, in
periodic payments over the remaining term of the agreement, a
sum equal to 2.99 times the average annual compensation he
received during the five year period immediately prior to the
date of change of control. "Control" generally refers to the
acquisition by any person or entity of the ownership or power to
vote more than 25% of the Savings Bank's stock or the control of
the election of a majority of the Savings Bank's directors. The
agreement also provides for a similar lump sum payment to be
made in the event of his voluntary termination of employment
following the occurrence of certain specified events following
any change in control, whether approved by the Board of
Directors or otherwise, including an assignment of duties and
responsibilities other than those normally associated with his
position, a diminishment of his authority or responsibility,
failure to maintain benefit plans providing at least a
comparable level of benefits presently afforded, requiring him
to move his personal residence or perform his principal
executive functions more than 35 miles from the Savings Bank's
current main office. Such payment would, at this time, for
example, be equal to $398,346 based upon Mr. Stokes'
compensation during the past five years.
5
<PAGE>
<PAGE>
________________________________________________________________
DIRECTORS' COMPENSATION
________________________________________________________________
During the fiscal year ended September 30, 1999, each
director was paid directors' fees of $4,200 for the year.
Additional fees of $200 per meeting were paid for attendance at
committee meetings. The Company's executive officers who also
serve as directors received no directors fees during fiscal
1999, and as a policy do not receive directors fees.
________________________________________________________________
TRANSACTIONS WITH MANAGEMENT
________________________________________________________________
The Savings Bank has followed the policy of offering loans
to its officers, directors and employees for the financing of
their personal residences. Applicable law requires that loans
to directors, officers and 10% or greater stockholders and their
affiliates must be approved by a disinterested majority of the
board of directors if all such loans exceed the greater of 5% of
capital and surplus, or $25,000. Such loans must also be made
on terms substantially the same as offered in comparable
transactions. The Savings Bank's loan policy complies with
these requirements. During the year ended September 30, 1999,
except as described below, the Savings Bank had no residential
real estate loans or other loans outstanding to any officer or
director with unpaid balances totaling in excess of $60,000.
________________________________________________________________
RELATIONSHIP WITH INDEPENDENT AUDITORS
________________________________________________________________
KPMG LLP, independent certified public accountants, was
the Company's independent public accountants for the 1999 fiscal
year. The Company has heretofore reached agreement with KPMG
LLP to be its auditors for the 2000 fiscal year. A
representative of KPMG LLP will be present at the Meeting, will
have the opportunity to make a statement if he or she so
desires, and will respond to any questions that stockholders may
have.
________________________________________________________________
BENEFICIAL OWNERSHIP REPORTS
________________________________________________________________
Pursuant to regulations promulgated under the Exchange
Act, the Company's directors and officers, and persons who own
more than ten percent of the Common Stock, are required to file
reports to report their ownership and changes in ownership in
the Common Stock and to furnish the Company with copies of all
such ownership reports that are filed. Based solely on its
review of the copies of such reports received during the past
fiscal year or with respect to the last fiscal year, the Company
believes that all of its directors, officers and stockholders
owning in excess of ten percent of the Common Stock have
complied with the reporting requirements.
________________________________________________________________
OTHER MATTERS
________________________________________________________________
The Board of Directors is not aware of any business to
come before the Meeting other than those matters described above
in this Proxy Statement. However, if any other matters should
properly come before the Meeting, it is intended that proxies in
the accompanying form will be voted in respect thereof in
accordance with the judgment of the person or persons voting the
proxies.
6
<PAGE>
<PAGE>
________________________________________________________________
MISCELLANEOUS
________________________________________________________________
The cost of solicitation of proxies will be borne by the
Company. In addition to solicitations by mail, directors,
officers, and regular employees of the Company may solicit
proxies personally or by telegraph or telephone without
additional compensation.
The Company's Annual Report to Stockholders, including
financial statements, has been mailed to all stockholders of
record as of the close of business on December 7, 1999. Any
stockholder who has not received a copy of such Annual Report
may obtain a copy by writing to the Company. Such Annual Report
is not to be treated as a part of the proxy solicitation
material nor as having been incorporated herein by reference.
________________________________________________________________
STOCKHOLDER PROPOSALS
________________________________________________________________
In order to be eligible for inclusion in the Company's
proxy materials for next year's Annual Meeting of Stockholders,
any stockholder proposal to take action at such meeting must be
received at the Company's main office at 1700 3rd Avenue North,
Birmingham, Alabama 35203, no later than August 30, 2000. Any
such proposals shall be subject to the requirements of the proxy
rules adopted under the Exchange Act.
Stockholder proposals, other than those submitted pursuant
to the Exchange Act, must be submitted in writing to the
Secretary of the Company at the address given in the preceding
paragraph not less than thirty days nor more than sixty days
prior to the date of any such meeting; provided, however, that
if less than forty days' notice of the meeting is given to
stockholders, such written notice shall be delivered or mailed,
as prescribed, to the Secretary of the Company not later than
the close of business on the tenth day following the day on
which notice of the meeting was mailed to stockholders.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ W. Kent McGriff
W. KENT McGRIFF
SECRETARY
Birmingham, Alabama
December 27, 1999
________________________________________________________________
FORM 10-KSB
________________________________________________________________
A COPY OF THE FORM 10-KSB AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO
STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN REQUEST TO THE
SECRETARY, CFS BANCSHARES, INC., 1700 3rd AVENUE NORTH,
BIRMINGHAM, ALABAMA 35203.
________________________________________________________________
7
<PAGE>
<PAGE>
REVOCABLE PROXY
CFS BANCSHARES, INC.
________________________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
January 26, 2000
________________________________________________________________
The undersigned hereby appoints those persons who
constitute the Board of Directors of CFS Bancshares, Inc. as
listed in the Proxy Statement dated December 27, 1999, with full
powers of substitution, to act as attorneys and proxies for the
undersigned, to vote all shares of Common Stock of CFS
Bancshares, Inc. ("the Company"), which the undersigned is
entitled to vote at the Annual Meeting of Stockholders, to be
held adjacent to the Company's office in the second floor
auditorium at 300 18th Street North, Birmingham, Alabama on
Wednesday, January 26, 2000, at 2:30 p.m., local time, and at
any and all adjournments thereof, as follows:
FOR AGAINST
1. The election as director of the
nominee listed below for the
term noted. [ ] [ ]
FOR THREE YEAR TERM:
Odessa Woolfolk
INSTRUCTION: To withhold your vote
for the nominee, write her name on the line below.
_____________________________________
The Board of Directors recommends a vote "FOR" the
nominee listed above.
________________________________________________________________
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSITION STATED.
IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY
WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST
JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF
NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING. THIS PROXY
ALSO CONFERS DISCRETIONARY AUTHORITY ON THE BOARD OF DIRECTORS
TO VOTE WITH RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR
WHERE THE NOMINEE IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT
SERVE, AND MATTERS INCIDENT TO THE CONDUCT OF THE 2000 ANNUAL
MEETING.
________________________________________________________________
<PAGE>
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the
Annual Meeting or at any adjournment thereof and after
notification to the Secretary of the Company at the Meeting of
the stockholder's decision to terminate this proxy, then the
power of said attorneys and proxies shall be deemed terminated
and of no further force and effect.
The undersigned acknowledges receipt from the Company
prior to the execution of this proxy of notice of the Meeting, a
Proxy Statement dated December 27, 1999 and the 1999 Annual
Report to Stockholders.
Dated: __________________, 2000
_____________________________ ______________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
_____________________________ ______________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope in
which this card was mailed. When signing as attorney, executor,
administrator, trustee or guardian, please give your full title.
If shares are held jointly, each holder should sign.
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PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.
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