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 [ ]Confidential, for Use of the
[x]Definitive Proxy Statement Commission Only (as permitted
[ ]Definitive Additional Materials by Rule 14a-6(e)(2))
[ ]Soliciting Material Under Rule 14a-12
CFS BANCSHARES, INC.
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(Name of Registrant as Specified in Its Charger)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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:
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2. Aggregate number of securities to which transaction applies:
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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):
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4. Proposed maximum aggregate value of transaction:
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5. Total fee paid:
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[ ] 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:
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2. Form, Schedule or Registration Statement No.:
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3. Filing Party:
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4. Date Filed:
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<PAGE>
[CFS BANCSHARES, INC. LETTERHEAD]
December 27, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of CFS Bancshares, Inc. for the year ended September 30, 2000, 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 24, 2001, at 2:00 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>
CFS BANCSHARES, INC.
1700 3RD AVENUE NORTH
BIRMINGHAM, ALABAMA 35203
(205) 328-2041
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 24, 2001
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (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 24, 2001, at 2:00
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 two directors 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 proposals 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 8, 2000, as the record date for determination of the stockholders
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, 2000
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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.
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<PAGE>
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PROXY STATEMENT
OF
CFS BANCSHARES, INC.
1700 3RD AVENUE NORTH
BIRMINGHAM, ALABAMA 35203
(205) 328-2041
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ANNUAL MEETING OF STOCKHOLDERS
JANUARY 24, 2001
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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 24, 2001, at 2:00 p.m.,
local time. The accompanying notice of meeting and this Proxy Statement are
being first mailed to stockholders on or about December 27, 2000.
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REVOCATION OF PROXIES
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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
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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.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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Stockholders of record as of the close of business on December 8, 2000,
are entitled to one vote for each share then held. As of December 8, 2000, the
Company had 130,000 shares of Common Stock issued and outstanding.
<PAGE>
The following table sets forth, as of December 8, 2000, 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 8, 2000.
<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 30,790 23.68%
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. 25,172 (2) 18.24%
1700 3rd Avenue North
Birmingham, Alabama 35203
All Officers and Directors 42,476 (3) 30.56%
as a Group (9 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 4,864 shares owned by the ESOP which have been allocated
to the account of Mr. Stokes.
(3) Includes 3,629 shares owned by the ESOP which, as of December 8, 2000, 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 8,810 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>
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PROPOSAL I -- ELECTION OF DIRECTORS
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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 James W. Coleman and Rev. John T.
Porter to serve as directors 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 either 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 nominees might be unavailable to serve.
2
<PAGE>
The following table sets forth for the nominee and each director
continuing in office, his or her name, age (as of September 30, 2000), 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 8, 2000. 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 8, OF
NAME 30, 2000 PRINCIPAL OCCUPATION(1) SAVINGS BANK TO EXPIRE 2000 (2) CLASS
---- -------- ----------------------- ------------ --------- ---------- -----
BOARD NOMINEE FOR TERM TO EXPIRE IN 2004
<S> <C> <C> <C> <C> <C>
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 Church. 1986 2001 100 .08%
DIRECTORS CONTINUING IN OFFICE
Bunny Stokes, Jr. 56 Chairman of the Board of the Savings 1989 2002 25,172 (3) 18.24%
Bank since March 1996; President of
the Savings Bank since February 1990.
Odessa Woolfolk 66 Private consultant and lecturer; 1990 2003 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.
<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 3,629 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>
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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
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The Board of Directors conducts its business through meetings of the
Board and through its committees. During the fiscal year ended September 30,
2000, 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
3
<PAGE>
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 2000 fiscal year.
Directors Coleman, Porter and Woolfolk, and Directors Lett and Gardner,
who are Directors of the Savings Bank only, 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. One meeting was held by the Company's audit committee during
the fiscal year ended September 30, 2000.
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EXECUTIVE COMPENSATION
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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, 2000, 1999
and 1998 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> <C>
Bunny Stokes, Jr. 2000 $125,127 $ 6,000 -- -- $15,626 (1)
Chief Executive 1999 116,916 6,000 -- -- 15,290 (2)
Officer 1998 117,191 11,000 -- -- 16,492 (3)
<FN>
--------------------
(1) Includes $11,299 representing the allocation of benefits under the Savings
Bank's ESOP and $4,327 representing the matching contributions by the
Savings Bank to the account of Mr. Stokes under the Savings Bank's 401(k)
Plan.
(2) 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.
(3) 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.
</FN>
</TABLE>
4
<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 2000.
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
OPTIONS AT IN-THE-MONEY
FISCAL YEAR-END FISCAL YEAR-END
EXERCISABLE EXERCISABLE (1)
--------------- ---------------
<S> <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, 2000 was $125,000.
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 $412,276 based upon Mr. Stokes' compensation
during the past five years.
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DIRECTORS' COMPENSATION
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During the fiscal year ended September 30, 2000, 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
5
<PAGE>
executive officers who also serve as directors received no directors fees during
fiscal 2000, and as a policy do not receive directors fees.
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TRANSACTIONS WITH MANAGEMENT
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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, 2000, 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.
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RELATIONSHIP WITH INDEPENDENT AUDITORS
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KPMG LLP, independent certified public accountants, was the Company's
independent public accountants for the 2000 fiscal year. The Company has
heretofore reached agreement with KPMG LLP to be its auditors for the 2001
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.
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BENEFICIAL OWNERSHIP REPORTS
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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.
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OTHER MATTERS
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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.
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MISCELLANEOUS
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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 8, 2000. 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.
6
<PAGE>
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STOCKHOLDER PROPOSALS
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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 29, 2001. 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, 2000
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FORM 10-KSB
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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.
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7
<PAGE>
REVOCABLE PROXY
CFS BANCSHARES, INC.
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ANNUAL MEETING OF STOCKHOLDERS
JANUARY 24, 2001
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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, 2000, 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 24, 2001, at 2:00 p.m., local time, and at any and all
adjournments thereof, as follows:
FOR AGAINST
--- -------
1. The election as director of the
nominees listed below for the
term noted. [ ] [ ]
FOR THREE YEAR TERM:
James W. Coleman
Rev. John T. Porter
INSTRUCTION: To withhold your vote
for any nominee, write his name on the line below.
----------------------------------------
The Board of Directors recommends a vote "FOR" the nominee listed
above.
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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 2001
ANNUAL MEETING.
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<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, 2000 and the 2000 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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