SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
FORM 8-K/A(1)
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
(i) 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.
(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. A copy of such letter, dated September 9,
1996, is filed as Exhibit 1 to this Form 8-K/A(1).
(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 Porter Keadle Moore, LLP 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)(2)).
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 11, 1996 CITIZENS BANCSHARES CORPORATION
By: /s/ William L. Gibbs
William L. Gibbs
President and Chief Executive Officer
September 9, 1996
Securities and Exchange Commission
Washington, DC 20549
Ladies and Gentlemen:
We were previously principal accountants for Citizens Bancshares Corporation
and, under the date of February 9, 1996, we reported on the consolidated
financial statements of Citizens Bancshares Corporation and subsidiaries as
of and for the years ended December 31, 1995 and 1994. On September
3, 1996 our appointment as principal accountants was terminated. We have
read Citizens Bancshares Corporation's statements included under item 4 of
its Form 8-K dated September 6, 1996 and we agree with such statements,
except that we are not in a position to agree or disagree with Citizens
Bancshares Corporation's statements under item 4(a)(iii) and the statements
under item 4(b)(I) regarding new independent accountants.
Very truly yours,
KPMG Peat Marwick LLP
