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):
_ $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
X 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: April 1,1996
(2) Form, schedule or registration statement no.: Def 14A
(3) Filing party:Citizens Bancshares Corporation
(4) Date filed: April 10, 1996
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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 APRIL 30, 1997
The annual meeting of shareholders of Citizens Bancshares Corporation
(the "Company") will be held on Wednesday, April 30, 1997, 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 1, 1997
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 1996 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 9, 1997
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 April 30, 1997, 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 9, 1997.
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, 1996, including financial statements, to any record
or beneficial owner of its Common Stock as of March 1, 1997 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
1, 1997, 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 1, 1997. 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, 1997, and the ownership of the Company's Common Stock as of that
date by all directors and nominees for director and officers of the Company
as a group.
Number of Shares
Name and Address (Percent of Class)
Herman J. Russell 573,601
504 Fair Street, S.W. (43.1%)
Atlanta, Georgia 30313
William G. Anderson 32,713
24535 North Carolina (2.5%)
Southfield, Michigan 38075
Thomas E. Boland 500 (1)
Mercer University
3001 Mercer University Dr.
Room 1000
Atlanta, Georgia 30341
Odie C. Donald N/A
1100 Peachtree Street, Suite 1000
Atlanta, Georgia 30309
Johnnie L. Clark 15,953
2794 Chaucer Drive, S.W. (1.2%)
Atlanta, Georgia 30311
Norris L. Connally 28 (1)
3033 Continental Colony Pkwy.
#501
Atlanta, Georgia 30331
William L. Gibbs 3,584 (1)
75 Piedmont Ave., N. E.
Atlanta, Georgia 30303
Number of Shares
Name and Address (Percent of Class)
H. Jerome Russell 4,800 (1)
504 Fair Street, S.W.
Atlanta, Georgia 30313
R. K. Sehgal 500 (1)
55 Cliffside Crossing
Atlanta, Georgia 30338
Annette G. Petty 509 (1)
1940 Penelope St., N.W.
Atlanta, Georgia 30314
Edward N. Williams 200 (1)
111 Clavin Way
Peachtree City, Georgia 30269
All directors and 632,388
officers as a group (47.6%)
(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,
1996, 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.
INFORMATION ABOUT NOMINEES FOR DIRECTOR
The following information as of March 1, 1997 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
(66) Chairman of the Board since 1980 and Director since
1972. Mr. Russell is Chairman of the Board of H.J.
Russell & Co., a building construction, real estate
investment and wholesale building supplies distributor.
Mr. Russell is also a director of Georgia Power
Company, Wachovia Corporation, First Union
Real Estate Equity & Mortgage Investments and
Georgia Port Authority.
William L. Gibbs
(51) Director since 1993. Mr. Gibbs is President and Chief
Executive Officer of Citizens Trust Bank and Citizens
Bancshares Corporation.
William G. Anderson
(69) Director since 1993. Dr. Anderson is Associate Dean of
Kirksville College of Medicine, Michigan Region. Dr.
Anderson has been a director of Citizens Trust Bank, the
Company's wholly-owned subisdiary, since 1974.
Thomas E. Boland
(62) Director since 1995. Retired. Former 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
(65) Director since 1982. Dr. Clark is a Certified Public
Accountant, Consultant and Real Estate Developer.
Previously, she served as a Professor of Accounting at
Kennesaw State College.
Norris L. Connally
(76) Director since 1982. Retired. Mr. Connally was formerly
employed by Atlanta Life Insurance Co. as its Senior Vice
President/General Auditor.
Odie C. Donald
(47) Director since 1996. Mr. Donald is President of
BellSouth Mobility, Inc., a cellular telecommunications
company, since 1993. He has held various senior
managment positions over fifteen years at BellSouth
Corporation.
H. Jerome Russell
(34) Director since 1993. Mr. Russell is President of H.J.
Russell & Co. a building construction, real estate
investment and wholesale building supplies distributor,
and has held this position since October, 1994.
Previously, he served as President of City Beverage Co.,
beer distributor.
R.K. Sehgal
(56) Director since 1993. Mr. Sehgal is Vice Chairman and
Chief Executive Officer of H.J. Russell and Co., a
building construction, real estate investment and
wholesale building supplies distributor, and has held
this position since December, 1996. He previously served
as President and Chief Executive Officer of Williams
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 1996. The
following table provides compensation information with respect to the
President and Chief Executive Officer 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 1994, 1995 and 1996.
SUMMARY COMPENSATION TABLE
Name and Principal Other Annual All Other
Position Year Salary Bonus Compensation Compensation
William L. Gibbs 1996 $141,943 $24,000 - $13,374
President and 1995 132,096 7,000 6,000 977
Chief Executive Officer 1994 116,000 -- 12,000 911
Edward N. Williams 1996 $103,500 - -- 16,451
Senior Exec. Vice
President and Chief
Operating Officer
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 $3,799 in premiums in 1996. The Gibbs
Employment Agreement also provides that the Bank will provide Mr. Gibbs an
automobile and such health and disability insurance and other fringe benefits
as the Bank generally makes available to all its employees. The term of the
current Gibbs Employment Agreement is three years, beginning on July 1, 1995,
and is subject to extension for an additional period by mutual agreement
between the Board of Directors and Mr. Gibbs.
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 1996. 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
Porter Keadle Moore, LLP were the independent certified public accountants
for the Company for 1996. Representatives of Porter Keadle Moore, 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 Porter Keadle Moore, 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 1998 Annual Meeting must be received by December 14, 1997 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 9, 1997
CITIZENS BANCSHARES PROXY
Proxy Solicited on Behalf of the Board of
Directors for Annual Meeting of Shareholders
Citizens Bancshares The undersigned hereby appoints
Corporation Norris L.Connally, Johnnie L. Clark
P.O. Box 4485 and H. Jerome Russell as Proxies,
Atlanta, Georgia 30302 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 undersigned on March
1, 1997 at the annual meeting of
shareholders to be held on April
30, 1997 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 from all from the following
nominees nominees 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.
