SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: September 6, 1996
Citizens Bancshares Corporation
(Exact name of registrant as specified in its charter)
Georgia 0-14535 58-1631302
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
175 John Wesley Dobbs Avenue, N.E,. Atlanta , Georgia 30303
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (404) 659 - 5959
Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous independent accountants
On September 3, 1996, Citizens Bancshares dismissed KPMG Peat Marwick LLP as its
independent accountants.
(ii) The reports of KPMG Peat Marwick LLP on the financial statements
for the past two fiscal years contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principle, except that their
report included an explanation paragraph relating to changing
certain accounting methods through the adoption of new Statements of
Financial Accounting Standards as follows:
As discussed in note 1 to the consolidated financial statements, the
Company changed its method of accounting for investment securities
in 1994 to adopt the provisions of Statement of Financial Accounting
Standards No. 115, " Accounting for Certain Investments in Debt and
Equity Securities." In addition, as discussed in notes 1 and 8 to
the consolidated financial statements, the Company changed its
method of accounting for income taxes in 1993 to adopt the provisions
of Statement of Accounting Standards No. 109, " Accounting for Income
Taxes." Also, as discussed in notes 1 and 9 to the consolidated
financial statements, the Company changed its method of accounting
for costs of retiree health care and other postretirement benefits
in 1993 to adopt the provisions of Statement of Financial Accounting
Standards No. 106, " Employers' Accounting for Postretirement Benefits
Other Than Pensions."
(iii) The Registrant's Audit Committee participated in and approved the
decision to change independent accountants.
(iv) In connection with its audits for the two most recent fiscal years
through September 3, 1996, there have been no disagreements with KPMG
Peat Marwick LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of KPMG Peat
Marwick LLP would have caused them to make reference thereto in their
report on the financial statements for such years.
(v) During the two most recent fiscal years and through September 3, 1996,
there have been no reportable events (as defined in Regulation S-K
Item 304(a)(1)(v)).
(vi) The Registrant has requested that KPMG Peat Marwick LLP furnish it
with a letter addressed to the SEC stating whether or not it agrees
with the above statements.
(b) New independent accountants
(i) The Registrant engaged Porter Keadle Moore, LLP as its new independent
accountants as of September 3, 1996. During the two most recent
fiscal years and through September 3, 1996, the Registrant has not
consulted with Evans, Porter, Bryan & CO. on items which (1) were or
should have been subject to SAS 50 or (2) concerned the subject matter
of a disagreement or reportable event with the former auditor, (as
described in Regulation S-K Item 304(a)(1) (v)).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
September 6, 1996 CITIZENS BANCSHARES CORPORATION
By: /s/ William L. Gibbs
William L. Gibbs
President and Chief Executive Officer
