FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person
Mid Am, Inc.
(Last) (First) (Middle)
221 South Church Street
(Street)
Bowling Green, OH 43402
(City) (State) (Zip)
2. Date of Event Requiring Statement
(Month/Day/Year)
5/21/98
3. IRS or Social Security Number of Reporting Person (Voluntary)
34-1580978
4. Issuer Name and Ticker or Trading Symbol
CITIZENS BANCSHARES, INC. (CICS)
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
____ Director __X_ 10% Owner
____ Officer (give title below) ____ Other (specify below)
___________________________________________________________
6. If Amendment, Date of Original (Month/Day/Year)
N/A
7. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
<PAGE>
FORM 3 (continued)
TABLE I -- NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED
<TABLE>
<CAPTION>
1. Title of Security 2. Amount of Securities 3. Ownership Form: 4. Nature of Indirect
(Instr. 4) Beneficially Owned Direct (D) or Beneficial Ownership
(Instr. 4) Indirect (I) (Instr. 5)
(Instr. 5)
<S> <C> <C> <C>
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
(Over)
(Print or Type Responses) SEC 1473 (3/91)
<PAGE>
FORM 3 (continued)
TABLE II -- DERIVATIVE SECURITIES BENEFICIALLY OWNED
(e.g., puts, calls, warrants, options, convertible securities)
<TABLE>
<CAPTION>
1. Title of 2. Date Exercisable 3. Title and Amount of 4. Conversion or 5. Ownership Form 6. Nature of
Derivative and Expiration Securities Underlying Exercise Price of Derivative Indirect
Security Date Derivative Security of Derivative Security: Direct Beneficial
(Instr. 4) (Month/Day/Year) (Instr. 4) Security (D) or Indirect (I) Ownership
(Instr. 5) (Instr. 5)
Date Expira- Amount or
Exer- tion Title Number of
cisable Date Shares
<S> <C> <C> <C> <C> <C> <C> <C>
Option to purchase + + Citizens 1,761,308 ++ D
Citizens Bancshares, Bancshares, Inc.
Inc., Common Stock+ Common Stock
</TABLE>
Explanation of Responses:
+ Beneficial ownership of 1,761,308 shares reported hereunder is being
reported solely as a result of the Stock Option Agreement, dated as of
May 21, 1998 (the "Stock Option Agreement"), by and between Mid Am, Inc.
and Citizens Bancshares, Inc. The option may be exercised, in whole or in
part, only upon certain events (none of which, as of the date hereof, has
occurred), as set forth in the Stock Option Agreement. The option expires
upon certain events, as set forth in the Stock Option Agreement. The
option granted pursuant to the Stock Option Agreement has not yet become
exercisable. Mid Am expressly disclaims ownership of such shares.
++ A price per share equal to $72.75 subject to adjustment in certain
circumstances.
**Intentional misstatements or omissions of facts constitute Federal Criminal
Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
MID AM, INC.
By: /s/ W. Granger Souder May 29, 1998
**Signature of Reporting Person Date
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB Number.
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SEC 1473 (3/91)
