CITIZENS BANCSHARES, INC.
841 West Main Street
Ville Platte, Louisiana 70586
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders:
The annual meeting of shareholders of Citizens Bancshares, Inc. will be
held at the main office of the Corporation, 841 West Main Street, Ville
Platte, Louisiana at 2:30 P.M., Thursday, April 11, 1996 for the purpose of:
1. To fix the number of directors at nine (9)
2. ELECTION OF DIRECTORS: Elect nine (9) directors, and
3. Authorize the Board of Directors to engage CPA Firm for outside
audit based on qualified bids.
4. Transact any other business as may properly come before the
meeting.
Only shareholders of record on the books of this Corporation at the
close of business on February 1, 1996 will be entitled to vote at the meeting.
All shareholders are cordially invited to attend the meeting in person.
However, if you are unable to attend and wish to have your stock voted,
PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE
ACCOMPANYING ENVELOPE AS PROMPTLY AS POSSIBLE. Your proxy may be revoked by
appropriate notice to the Secretary of the Company at any time prior to the
voting thereof.
BY ORDER OF THE BOARD OF DIRECTORS
CARL W. FONTENOT, PRESIDENT
Ville Platte, Louisiana
March 11, 1996<PAGE>
CITIZENS BANCSHARES, INC.
841 West Main Street
Post Office Box 598
Ville Platte, Louisiana 70586
PROXY STATEMENT
GENERAL
The accompanying proxy is solicited on behalf of the Board of Directors
of Citizens Bancshares, Inc. (the "Corporation") for use at the annual
meeting of shareholders of the Corporation to be held April 11, 1996
(the "Annual Meeting") at the time and place and for the purposes set forth
in the accompanying Notice of Meeting. The date of this Proxy Statement is
March 11, 1996.
The shares represented by any proxy in the enclosed form, if it is
properly executed and received at or prior to the Annual Meeting, will be
voted in accordance with the specifications made thereon. Proxies received
on which no specification is made will be voted in favor of all matters
submitted to the shareholders at the annual meeting as disclosed in the
Notice of Annual Meeting of Shareholders. Proxies are revocable by written
notice to the Treasurer of the Corporation at any time prior to their
exercise and will be deemed revoked by attendance and voting at the Annual
Meeting.
All expenses of preparing, printing, and mailing the proxy and all
materials used in solicitation will be borne by the Corporation. Proxies may
also be solicited in person or by telephone or telegraph by directors,
officers, and other employees of the Corporation, none of whom will receive
additional compensation for such services. The Corporation will also request
brokerage houses, custodians and nominees to forward these materials to the
beneficial owners of the stock held of record by them and pay the reasonable
expenses of such persons for forwarding the material.
Only shareholders of record at the close of business on February 1, 1996
are entitled to notice of and to vote at the Annual Meeting. On that date,
there were 448 shareholders of record owning a total of 115,000 shares of
common stock, each of which is entitled to one vote.
A majority of the outstanding capital stock, represented in person or
by proxy, shall constitute a quorum at any meeting of shareholders, and
adjournment thereof. A majority of the votes cast shall decide every matter
submitted to the shareholders at its meeting.
MANAGEMENT OF THE CORPORATION AND THE BANK
AND ELECTION OF DIRECTORS
Nominations for Directors
Nominations for election to the Board of Directors may be made by the
Board of Directors or by any shareholder of any outstanding class of stock
of the corporation entitled to vote for the election of directors.
Nominations, other than those made by or on behalf of the existing
management of the Corporation, shall be made in writing and shall be
delivered or mailed to the President of the Corporation not less than
fourteen (14) days nor more than fifty (50) days prior to any meeting of
stockholders called for the election of directors. Such notification
shall contain the following information: (a) the name and address of each
proposed nominee: (b) the principal occupation of each proposed nominee:
(c) the total number of shares of capital stock of the Corporation that
will be voted for each proposed nominee: (d) the name and residence address
of the notifying shareholder: and (e) the number of shares of capital stock
of the Corporation owned by the notifying shareholder. Nominations not made
in accordance herewith may, in his discretion, be disregarded by the
Chairman of the meeting and upon his instructions, the vote tellers may
disregard all votes cast for each such nominee.
Election of Directors
The Articles of Incorporation of the Corporation provide that the
number of directors will be not less than five and not more than thirty.
Resolutions will be offered at the Annual Meeting to fix the number of
directors to be elected at nine and to elect the nominees listed below.
It is the intention of the persons named in the accompanying Proxy to vote
in favor of those resolutions. Each director elected at the Annual Meeting
will hold office until the next annual meeting of shareholders of the
Corporation and until his successor is elected and qualified.
All of the nine nominees named below are incumbent directors of the
Corporation. If any nominee becomes unavailable for any reason, the shares
represented by the proxies will be voted for such person, if any, as may be
designated by the Board of Directors of the Corporation. Management has,
however, no reason to believe that any nominee will be unavailable.
The information set forth below as to age, principal occupation or
employment, the amount and nature of beneficial ownership of common stock of
the Corporation has been furnished by each nominee for election. Unless
otherwise indicated, (1) all nominees have been with the same organization
in essentially the same position as listed below for the past five years,
and (2) the nominees own, with sole voting and investment power, the shares
listed.
NOMINEES
NAME, AGE & YEAR, POSITION & SHARES OF PERCENT
PRINCIPAL OFFICES HELD WITH STOCK OWNED OF
OCCUPATION CORP. BANK (1) BENEFICIALLY CLASS
Curley Courville (76) Director Director 2,978 2.59%
Retired Investor (1983) (1975)
Carl W. Fontenot (52) Director Director 8,977 (a) 7.81%
President & CEO (1983) (1975)
of Corporation and
Bank
<PAGE>
Eugene S. Fontenot (56) Director Director 8,196 (b) 7.13%
Owner & President of & Sec. & Sec.
Euco Finance Co., Inc. (1983) (1975)
J. Jake Fontenot (2) (54)
Attorney at Law Attorney Attorney 1,232 1.07%
& Director & Director
(1983) (1977)
Otis Fontenot (76) Director Director 6,429 5.59%
Planter (1983) (1975)
Jules Hebert (63) Director Director 2,444 2.13%
President of (1983) (1980)
Farmers Gas Co., Inc.
Fredrick Phillips (68) Director Director 1,834 1.59%
General Contractor (1983) (1975)
J.B. Veillon (81) Director Director & 2,620 2.28%
Retired Retail Grocer (1983) Vice-Pres.
(1975)
Roderick Young (63) Director Director 3,314 2.88%
R&R Auto Parts (1983) (1977)
EXECUTIVE OFFICERS
Wayne Vidrine (38) Treasurer Executive 79 .07%
Officer of Corporation (1983) Vice-President &
and Bank Cashier (1988) Officer
of Bank since 1980.
Stephen Mayeux (3) (39) N/A Senior Vice-Pres. 0 0%
& Compliance
Officer (1994).
All Directors and Officers Total Shares &
as a Group (11) persons Percentage Owned 38,103 33.13%
=======================
1) Indicates years with which each Director was first elected to the
Board of Directors. Each such Director has severed continuously
since that year.
2) On January 1, 1987 Mr. Fontenot became associated with, and began to
practice as Fontenot & Deshotels, Attorneys at Law. On March 30, 1990,
Jake Fontenot became disassociated with Fontenot and Deshotels,
Attorneys at Law, and on April 1, 1990 began doing business as
Jake Fontenot, Ltd.
3) In February of 1994, Mr. Mayeux was hired as Senior Vice
President/Compliance Officer of Citizens Bank. Prior to his employment
with Citizens Bank, from September 1993 to February 1994, he was
employed as a Stock Broker/Financial Advisor, and from August 1983
to September 1993, he was employed by American Security Bank as
Vice President.
- ----------------------
(a) Includes 555 shares to which Mr. Fontenot shares voting and investment
power.
(b) Includes 7,805 shares to which Mr. Fontenot shares voting and
investment power.
The Board of Directors of Citizens Bank met 14 times during 1995 and the
Board of Directors of Citizens Bancshares, Inc. met 3 times during 1995. No
director attended fewer than 75% of the aggregate of (1) total number of
meetings of the Board of Directors held during the period when he served as
a director, and (2) the total number of meetings of all committees of the
Board of Directors of Citizens Bank held during the period when he served
as a member of such committees.
The Board of Directors of the Bank has an Executive Committee, an Audit
Committee, Loan Committee, and Compliance Committee; the Board has no
nomination or compensation committee. The Executive Committee met 2 times
during 1995 to consider policy questions, review all operations and
concerning salaries and bonuses. The Audit Committee met 1 time during 1995.
The Loan Committee for the Bank met 32 times during 1995 to approve and
review delinquent loans.
The nominating committee's function is performed by the Board of
Directors. Shareholders wanting to make nominations should contact members
of the Board of Directors prior to the mailing out of proxy information each
year or by following the procedures under Rights of Dissenting Shareholders
of this Proxy Statement.
The compensation committee's function of reviewing salaries, bonuses,
and directors' per diem payments are performed by the Executive Committee.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the only
persons who, on February 1, 1996, were known by the Corporation to own
beneficially more than 5% of the outstanding capital stock of the Corporation.
Unless otherwise indicated, the shares are held with sole voting and
investment power.
AMOUNT AND NATURE PERCENT
NAME AND ADDRESS OF OF BENEFICIAL OF
BENEFICIAL OWNER OWNERSHIP CLASS
Carl W. Fontenot 8,977 (1) 7.81%
Route 5, Box 205
Ville Platte, La. 70586
Eugene S. Fontenot 8,196 (2) 7.13%
1902 Chicot Park Road
Ville Platte, La. 70586
<PAGE>
Percy J. Fontenot 19,933 (3) 17.33%
Route 2, Box 144
Ville Platte, La. 70586
LaFourche Resources, Inc. 11,478 9.98%
Route 2, Box 144
Ville Platte, La. 70586
Otis Fontenot 6,429 5.59%
Route 2, Box 82
Ville Platte, La. 70586
- -----------------------
(1) Includes 8,422 shares of which Mr. Fontenot has direct ownership, and
555 shares owned by a corporation of which Mr. Fontenot is a principal
shareholder.
(2) Includes 391 shares of which Mr. Fontenot has direct ownership, and
7,805 shares owned by Euco Finance Co., Inc., of which he is the sole
shareholder.
(3) Includes 1,474 shares of which Mr. Percy Fontenot has direct ownership,
and 18,459 shares owned by corporations of which he is the principal
shareholder. Included in this 18,459 is 11,478 shares owned by
LaFourche Resources, Inc., 4,000 shares owned by Percy J. Fontenot,
Inc., and 2,981 shares owned by Evangeline Resources, Inc.
EXECUTIVE COMPENSATION
The following table sets forth the total annual compensation paid or
accrued by the Company and Bank to or for the account of the Chief Executive
Officer. No other executive officer earned $100,000 or more in any of three
years covered by the table.
ANNUAL COMPENSATION
NAME AND
PRINCIPAL ALL OTHER
POSITION YEARS SALARY BONUS COMPENSATION
Carl W. Fontenot, Pres. 1995 $75,002 $10,200 $18,471
& CEO of Citizens Bancshares, 1994 $64,680 $10,200 $18,369
Inc. & Citizens Bank 1993 $71,280* $10,200 $14,500
All other compensation represents amounts accrued in each year in connection
with a deferred compensation contract with Mr. Fontenot of $7,671 in 1995,
$7,169 in 1994, $6,700 in 1993, and directors fees paid to Mr. Fontenot of
$10,800 in 1995, $11,200 in 1994, and $7,800 in 1993.
The Bank does not provide personal benefits of a value in excess of the lesser
of $25,000 or 10% of the reported compensation. It is the Bank's policy to
provide certain personal benefits to executive officers and directors,
provided there is a beneficial effect on the business of the Bank.
Such benefits include an automobile provided for the President used in
the everyday banking business of the Bank, such as customer solicitation,
courier service between the main office and the branch, and attendance
of business meetings.
The Bank has no pension or retirement plan, annuity, employment contract,
incentive and compensation plan or stock plan except deferred compensation
plan of life insurance policies on two executive officers, net premiums of
which are less than 10% of the cash compensation.
*Total included bonus of $10,200 for 1993 reporting.
DIRECTORS COMPENSATION
In 1995, Directors were paid $350.00 for attendance at each meeting
of the full Board of Directors. In addition, Directors serving on committees
were paid $100.00 for attendance of each meeting of the committees. In 1995,
the law firm of Director Jake Fontenot was paid $23,946.33 in fees for legal
services rendered to the Bank.
LOANS TO BANK DIRECTORS AND EXECUTIVE OFFICERS
The Bank has had, and expects to have in the future, banking
transactions in an ordinary course of business with directors, officers,
and principal shareholders and their associates, on the same terms,
including interest rates and collateral on loans, as those prevailing at
the same time for comparable transactions with others.
The largest aggregate amount of indebtedness of the directors, executive
officers, principal shareholders and all their associates during 1995 was
$959,499 on December 31, 1995, representing 11.44% of the Bank's equity
capital accounts. The balance of such aggregate indebtedness at December 31,
1995 was $959,499 representing 11.44% of the Bank's equity capital accounts.
These loans were made in the ordinary course of business, substantially
the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons and,
in the opinion of the Board of Directors of the Bank, did not involve
more than the normal risk of collectibility or present other
unfavorable features.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company's principal accountant is Basil M. Lee and Company. This
firm has been the Company's independent auditors for the past thirteen (13)
years. It is not expected that a representative of Basil M. Lee and Company
will be present at the meeting.
The Bank retains the firm of D. J. Marcantel, Certified Public
Accountant, to perform non-audit services such as providing consultation and
advisory services with respect to accounting and tax matters arising from
time to time from the Bank's normal operation.
<PAGE>
OTHER MATTERS
At the time of the preparation of this Proxy Statement, the Corporation
had not been informed of any matters to be presented, by or on behalf of the
Corporation or its management, for action at the Annual Meeting other than
those listed in the Notice of Meeting and referred to herein. If any other
matters come before the Annual Meeting or any adjournment thereof, the
persons named in the enclosed Proxy will vote on such matters according to
their best judgment.
ANY SHAREHOLDER MAY, BY WRITTEN REQUEST, OBTAIN WITHOUT CHARGE A COPY OF
THE CONSOLIDATED REPORT OF THE CORPORATION AND THE BANK ON FORM 10-KSB FOR
THE YEAR ENDING DECEMBER 31, 1995. REQUESTS SHOULD BE ADDRESSED TO CARL W.
FONTENOT, CITIZENS BANK, 841 WEST MAIN STREET, VILLE PLATTE, LOUISIANA 70586.
Shareholders are urged to sign the enclosed Proxy, which is solicited on
behalf of the Board of Directors of the Bank, and return it at once in the
enclosed envelope.
BY ORDER OF THE BOARD OF DIRECTORS
CARL W. FONTENOT, PRESIDENT
Ville Platte, Louisiana
March 11, 1996
<PAGE>
CITIZENS BANCSHARES, INC.
VILLE PLATTE, LOUISIANA
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
STOCKHOLDERS ON APRIL 11, 1996
The undersigned stockholder(s) of Citizens Bancshares, Inc. of Louisiana
hereby appoint:
as attorney and proxy for the undersigned
to attend the annual meeting of the stockholders of Citizens Bancshares,
Inc. to be held on Thursday, April 11, 1996 at 2:30 P.M. at the Main Office
of Citizens Bank at 841 West Main Street, Ville Platte, Louisiana 70586,
and any and all adjournments thereof, with full power to him to appoint and
to revoke the appointment of a substitute for himself, and at such meeting
and at any and all adjournments thereof, to vote as many shares of capital
stock of Citizens Bancshares, Inc. as the undersigned would be entitled to
vote if personally present.
1. To fix the number of directors at 9.
( ) FOR ( ) AGAINST ( ) ABSTAIN
2. Election of directors.
( ) FOR - All Nominees ( ) AGAINST - All Nominees
( ) FOR - All EXCEPT those marked through
(strike a line through the names of any nominees you do NOT
wish to vote for)
Curley Courville J. Jake Fontenot Fredrick Phillips
Carl W. Fontenot Otis Fontenot J.B. Veillon
Eugene S. Fontenot Jules Hebert Roderick Young
3. To authorize the Board of Directors to engage CPA Firm for outside
audit based on qualified bids.
4. In their discretion, to vote upon such other matters as may properly
come before the meeting or any adjournment thereof.
This proxy will be voted as specified. IF NO SPECIFIC DIRECTIONS ARE GIVEN,
THIS PROXY WILL BE VOTED FOR THE PROPOSALS SET FORTH HEREIN.
DATE:
SIGNATURE OF SHAREHOLDER
NAME - PLEASE PRINT
Please sign exactly as name appears on the certificate or certificates
representing shares to be voted by this proxy (same as name appears on
envelope containing these proxy materials). When signing as executor,
administrator, attorney, trustee or guardian, please give full title as
such.
If a corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name
authorized persons.
