SCHEDULE 14A
(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. N/A)
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
CITIZENS BANCSHARES CORPORATION
(Name of Registrant as Specified in its Charter)
CITIZENS BANCSHARES CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
x $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(I)(1), or 14a-6(j)(2).
_ $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(I)(3).
_ Fee computed on table on table below per Exchange Act Rules 14a-6(I)
(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
(2) Aggregate number of securities to which transactions applies:
N/A
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
_ 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:
- - - - -------------------
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
CITIZENS BANCSHARES CORPORATION
175 John Wesley Dobbs Avenue, N.E.
Atlanta, Georgia 30303
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 1, 1996
The annual meeting of shareholders of Citizens
Bancshares Corporation (the "Company") will be held on
Wednesday, May 1, 1996, at 10:00 a.m., at The Atlanta Life
Insurance Company, Herndon Plaza, 100 Auburn Avenue, N.E.,
Atlanta, Georgia for the purpose of considering and voting
upon:
1. The election of nine directors to constitute the
Board of Directors and to serve until the next
annual meeting and until their successors are
elected and qualified; and
2. Such other matters as may properly come before the
meeting or any adjournment thereof.
Only shareholders of record at the close of business on
March 13, 1996 will be entitled to notice of and to vote at
the meeting or any adjournment thereof.
A Proxy Statement and a Proxy solicited by the Board of
Directors are enclosed. Please sign, date and return the
Proxy promptly in the enclosed business reply envelope. If
you attend the meeting, you may, if you wish, withdraw your
proxy and vote in person.
Also enclosed is the Company's 1995 Annual Report to
Shareholders, which contains financial data and other
information concerning the Company.
By Order of the Board of
Directors
Annette G. Petty,
Secretary
April 10, 1996
PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY PROMPTLY SO
THAT YOUR VOTE MAY BE RECORDED AT THE MEETING IF YOU DO NOT
ATTEND PERSONALLY.
CITIZENS BANCSHARES CORPORATION
175 John Wesley Dobbs Avenue, N.E.
Atlanta, Georgia 30303
PROXY STATEMENT
This Proxy Statement is furnished in connection with
the solicitation of Proxies by the Board of Directors of
Citizens Bancshares Corporation (the "Company") for use at
the annual meeting of shareholders of the Company to be held
on May 1, 1996, and any adjournment thereof, for the
purposes set forth in the accompanying notice of the
meeting.
The expenses of this solicitation, including the costs
of preparing and mailing this Proxy Statement, will be paid
by the Company. Copies of solicitation material may be
furnished to banks, brokerage houses and other custodians,
nominees and fiduciaries for forwarding to beneficial owners
of shares of the Company's Common Stock, and normal handling
charges may be paid for the forwarding service. In addition
to solicitations by mail, directors and regular employees of
the Company may solicit Proxies in person or by telephone or
telegraph. It is anticipated that this Proxy Statement and
the accompanying Proxy will first be mailed to shareholders
on April 10, 1996.
Any Proxy given pursuant to this solicitation may be
revoked without compliance with any other formalities by any
shareholder who attends the meeting and gives oral notice of
his or her election to vote in person. In addition, any
Proxy given pursuant to this solicitation may be revoked
prior to the meeting by delivering to the Secretary of the
Company a notice of revocation or a duly executed Proxy for
the same shares bearing a later date.
The Company will furnish without charge a copy of its
Annual Report on Form 10-KSB filed with the Securities and
Exchange Commission for the fiscal year ended December 31,
1995, including financial statements, to any record or
beneficial owner of its Common Stock as of March 13, 1996
who requests a copy. Any request for the Annual Report on
Form 10-KSB should be in writing and addressed to:
Annette G. Petty
Secretary
Citizens Bancshares Corporation
175 John Wesley Dobbs Avenue, N.E.
Atlanta, Georgia 30303
If the person requesting the report was not a shareholder of
record on March 13, 1995, the request must include a
representation that the person was a beneficial owner of
Common Stock on that date. Copies of any exhibits to the
Annual Report on Form 10-KSB will also be furnished to
shareholders on request and upon the payment of the
Company's expense in furnishing the exhibits.
VOTING SECURITIES AND PRINCIPAL HOLDERS
The record of shareholders entitled to vote at the
annual meeting was taken as of the close of business on
March 13, 1996. On that date the Company had outstanding
and entitled to vote 1,329,684 shares of Common Stock, par
value $1.00 per share, with each share entitled to one vote.
The following table sets forth certain information
concerning the only "persons" (as that term is defined by
the Securities and Exchange Commission) who are known to the
Company to be the beneficial owners of more than 5% of the
Company's Common Stock, which is its only class of voting
securities, as of March 1, 1996, and the ownership of the
Company's Common Stock as of that date by all directors and
nominees for director, William L. Gibbs and all directors
and officers of the Company as a group.
Number of Shares
Name and Address (Percent of Class)
Herman J. Russell 568,516
504 Fair Street, S.W. (42.8%)
Atlanta, Georgia 30313
William L. Anderson 32,713
24535 North Carolina (2.5%)
Southfield, Michigan 38075
Johnnie L. Clark 15,953
2794 Chaucer Drive, S.W. (1.2%)
Atlanta, Georgia 30311
H. Jerome Russell 6,800(1)
5410 Vernon Walk
Atlanta, Georgia 30327
William L. Gibbs 3,024(1)
120 View Hill Court
Atlanta, Georgia 30350
Norris L. Connally 1,266(1)
1950 Niskey Lake Trail, S.W.
Atlanta, Georgia 30331
Thomas E. Boland N/A
Wachovia
191 Peachtree Street - 21st Floor
Atlanta, Georgia 30302
Odie C. Donald N/A
1100 Peachtree Street, Suite 1000
Atlanta, Georgia 30309
R. K. Sehgal N/A
55 Cliffside Crossing
Atlanta, Georgia 30338
Annette G. Petty 509(1)
1940 Penelope Street, N.W.
Atlanta, Georgia 30314
Audrey M. Alexander 128(1)
1014 Chateau Lane
Smyrna, Georgia 30082
All directors and 628,909
officers as a group (47.3.%)
(11 persons)
________________________________
(1) Less than 1%.
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's officers and directors, and persons
who own more than 10% of the Company's Common Stock, to file
reports of ownership and changes in ownership with the
Securities and Exchange Commission. Officers, directors and
persons who own more than 10% of the Company's Common Stock
are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on review of the copies of such forms
furnished to the Company, the Company believes that during
the fiscal year ended December 31, 1995, all required
reports were filed timely.
NOMINATION AND ELECTION OF DIRECTORS
The By-Laws of the Company provide that the number of
directors on the Board of Directors shall be nine, subject
to change as provided in the By-Laws. The term of office
for directors continues until the next annual meeting and
until their successors are elected and qualified. Provided
a quorum is present at the annual meeting, directors shall
be elected by a plurality of the votes cast by the shares of
Common Stock represented in person or by proxy at the annual
meeting.
Each Proxy executed and returned by a shareholder will
be voted as specified thereon by the shareholder. If no
specification is made, the Proxy will be voted for the
election of the nominees named below to constitute the
entire Board of Directors. In the event that any nominee
withdraws or for any reason is not able to serve as a
director, the Proxy will be voted for such other person as
may be designated by the Board of Directors as substitute
nominee, but in no event will the Proxy be voted for more
than nine nominees. The management of the Company has no
reason to believe that any nominee will not serve if
elected. All nine nominees are currently directors of the
Company with the exception of Odie C. Donald.
INFORMATION ABOUT NOMINEES FOR DIRECTOR
The following information as of March 1, 1996 has been
furnished by the respective nominees for director. Except
as otherwise indicated, each nominee has been or was engaged
in his present or last principal employment, in the same or
a similar position, for more than five years.
Name (Age) Information about Nominee
Herman J. Russell Chairman of the Board of Directors
(65) since 1980 and Director since 1972.
Mr. Russell is Chairman of the Board
and Chief Executive Officer of H.J.
Russell & Co., a construction, real
estate development and project
management company. Mr. Russell is
also a director of Georgia Power
Company, National Service
Industries, Inc. and Wachovia
Corporation of Georgia.
William L. Gibbs Director since 1993. Mr. Gibbs is
(50) President and Chief Executive
Officer of the Bank and Company and
has held these positions since
January, 1993. He became President
of the Bank in July, 1992. Prior to
joining the Bank, Mr. Gibbs held
various senior management positions
over nine years at BankSouth
Corporation.
William G. Anderson Director since 1993. Dr. Anderson
(68) is Director of Staff Development
for Riverview Hospital in Detroit,
Michigan and is President of Life
Choice Quality Health Care Plan, an
HMO in Detroit, Michigan. Dr.
Anderson has been a director of
Citizens Trust Bank, the Company's
wholly-owned subsidiary, since
1974.
Thomas E. Boland Director since 1995. Retired. Former
(61) Chairman of the Board of Wachovia
Bank of Georgia. Since October, 1995, he
has been Special Counsel to the
President of Mercer University of Macon
and Atlanta.
Johnnie L. Clark Director since 1982. Dr. Clark is
(64) a certified public accountant,
consultant and real estate
developer. Previously, she served
as Professor of Accounting at
Kennesaw State College.
Norris L. Connally Director since 1982. Retired. Mr.
(75) Connally was formerly employed by
Atlanta Life Insurance Co. as its
Senior Vice President/General
Auditor.
Odie C. Donald Mr. Donald is President of
(46) BellSouth Mobility, Inc., a
cellular telecommunications
company, since 1993. He has
had held various senior management
positions over fifteen years at
BellSouth Corporation.
H. Jerome Russell Director since 1993. Mr. Russell
(33) is President of H.J. Russell and
Co., a construction, real estate
development and project management
company, and has held this position
since October, 1994. Previously,
he served as President of City
Beverage Co., a beer distributor.
R. K. Sehgal Director since 1993. Mr. Sehgal is
(55) President and Chief Executive
Officer of Williams Group, Inc., an
engineering company, and has held
this position since February, 1995.
He previously served as Chairman,
President and Chief Executive
Officer of Law Corporate Group Inc.
There are no family relationships between any of the
directors, executive officers or any other person nominated by
the Board of Directors for election as a director of the
Company, except that H. Jerome Russell is the son of Herman J.
Russell.
EXECUTIVE COMPENSATION
The Company did not pay any remuneration to its officers
in 1995. The following table provides compensation
information with respect to the Chief Executive Officer and
the President of the Company's wholly-owned subsidiary,
Citizens Trust Bank (the "Bank"), and the officers of the Bank
who were paid more than $100,000 per year in salary and
bonuses for services rendered to the Bank during 1993, 1994
and 1995.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Other All
Name and Principal Annual Other
Position Year Salary Bonus Compensation Compensation
<S> <C> <C> <C> <C> <C>
I. Owen Funderburg 1993 -- $12,619 -- --
Retired
William L. Gibbs 1995 $132,096 $7,000 $ 6,000 $ 977
President and Chief 1994 116,000 -- 12,000 911
Executive Officer 1993 116,000 -- 12,000 717
</TABLE>
Mr. Funderburg's compensation as described above was made
pursuant to an employment agreement (the "Funderburg
Employment Agreement") with the Bank. In 1993, pursuant to
the Funderburg Employment Agreement, the Bank paid
Mr. Funderburg a cash bonus of $12,619 consisting of 7 1/2% of
any before-tax profits in excess of $100,000 earned by the
Bank in the fiscal year ended December 31, 1992. Mr.
Funderburg resigned his position as Director of the Company
effective April 28, 1993.
Mr. Gibbs became President of the Bank on July 1, 1992.
Effective January 1, 1993, Mr. Gibbs became President and
Chief Executive Officer of the Bank. Mr. Gibbs' compensation
as described above was made pursuant to an employment
agreement (the "Gibbs Employment Agreement") with the Bank.
In 1995, Gibbs Employment Agreement was amended and restated
to extend the employment term by 36 months. Upon execution of
the Amended Gibbs Employment Agreement, the Bank paid Mr.
Gibbs $7,000. Pursuant to the Gibbs Employment Agreement,
Mr. Gibbs is entitled to an annual salary of $137,000, which
is subject to increase annually at the sole discretion of the
Board of Directors, and an annual bonus calculated on the
basis of performance objectives related to the Bank's return
on assets and return on equity. In addition, pursuant to the
Gibbs Employment Agreement, the Bank maintains a life
insurance policy for Mr. Gibbs, for which the Bank paid $977
in premiums in 1995. The Gibbs Employment Agreement also
provides that the Bank will provide Mr. Gibbs a monthly car
allowance and with such health and disability insurance and
other fringe benefits as the Bank generally makes available to
all its employees. The initial term of the Gibbs Employment
Agreement is three years, beginning on July 1, 1995, but is
subject to automatic extension for an additional period to be
determined by the Board of Directors.
Directors of the Company receive a fee of $300 for each
Board of Directors meeting attended.
RELATED TRANSACTIONS
The Bank has had, and expects to have in the future,
banking transactions in the ordinary course of business with
directors and officers of the Company and their associates,
including corporations of which such officers or directors are
shareholders, directors and/or officers, on the same terms
(including interest rates and collateral) as those prevailing
at the time for comparable transactions with other persons.
Such transactions have not involved more than the normal risk
of collectability or presented other unfavorable features.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held four meetings during 1995.
Overall attendance of such meetings were 82%. All of the
directors attended more than 50% of the aggregate of all
meetings of the Board of Directors.
The Company does not have standing audit, nominating or
compensation committees.
INFORMATION CONCERNING THE COMPANY'S ACCOUNTANTS
KPMG Peat Marwick LLP were the independent certified
public accountants for the Company for 1995. Representatives
of KPMG Peat Marwick LLP are expected to be present at the
annual meeting and will have the opportunity to make a
statement if they desire to do so and to respond to
appropriate questions. The Company anticipates that KPMG Peat
Marwick LLP will be the accountants for the current fiscal
year.
SHAREHOLDER PROPOSALS
In accordance with the provisions of Rule 14a-8(a)(3)(i)
of the Securities and Exchange Commission, proposals of
shareholders intended to be presented at the Company's 1997
Annual Meeting must be received by December 14, 1996 in order
to be eligible for inclusion in the proxy statement and form
of proxy for that meeting.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
The management of the Company knows of no matters other
than those stated above that are to be brought before the
meeting. However, if any other matter is presented for
consideration and voting, the persons named as proxies in the
enclosed Proxy intend to vote the Proxy in accordance with
their judgment of what is in the best interest of the Company.
By Order of the Board
of Directors
Annette G. Petty
Secretary
April 10, 1996
CITIZENS BANCSHARES PROXY
Proxy Solicited on Behalf of the Board
of Directors for Annual Meeting of
Shareholders
Citizens Bancshares Corporation The undersigned hereby appoints Norris L.
P.O. Box 4485 Connally, Johnnie L. Clark and H. Jerome
Atlanta, Georgia 30302 Russell as Proxies, each with the power to
appoint his or her substitute, and hereby
authorizes them to represent and to vote,
as designated below, all the shares of
common stock of Citizens Bancshares
Corporation held on record by the under-
signed on March 13, 1996 at the annual
meeting of shareholders to be held on
May 1, 1996 or any adjournment thereof.
(To be signed on reverse side)
CITIZENS BANCSHARES PROXY
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder.
If no direction is indicated, this proxy will be voted FOR proposal 1.
To vote in accordance with the Board of Directors' recommendations, just sign
below; no boxes need be checked.
The Board of Directors recommends a vote FOR:
1. ELECTION OF DIRECTORS:
Nominees: William G. Anderson, Thomas E. Boland, Johnnie L. Clark, Norris L.
Connally, Odie C. Donald, William L. Gibbs, H. Jerome Russell,
Herman J. Russell, R.K. Sehgal
__ FOR __ WITHHELD __ FOR, except vote withheld from
all nominees from all nominees the following nominee(s):
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
Signature
Date
Signature
Date
Please sign name(s) exactly as printed hereon. If
signing as attorney, administrator, executor,
guardian or trustee, please give title as such.
