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: July 24, 1998
Citizens Bancshares Corporation
(Exact name of registrant as specified in its charter)
Georgia 0-14535 58-1631302
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation
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 July 17, 1998, Citizens Bancshares Corporation dismissed Porter
Keadle Moore, LLP as its independent accountants.
(ii) The reports of Porter Keadle Moore, 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 July 17, 1998, there have been no disagreements
with Porter Keadle Moore, 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 Porter Keadle Moore, 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
July 17, 1998, there have been no reportable events (as defined
in Regulation S-K Item 304(a)(1)(v)).
(vi) The Registrant has requested that Porter Keadle Moore, 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 July 23, 1998 is filed as Exhibit 1 to this
Form 8-K.
(b) New independent accountants
(i) The Registrant engaged Deloitte & Touche LLP as its new
independent accountants as of July 17, 1998. During the
two most recent fiscal years and through July 17, 1998,
the Registrant has not consulted with Deloitte & Touche 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.
July 24, 1998 CITIZENS BANCHARES CORPORATION
By: /s/ James E. Young
James E. Young
President and Chief Executive Officer
July 23, 1998
Securities and Exchange Commission
Washington, DC 20549
RE: Citizens Bancshares Corporation
File No. 0-14535
Ladies and Gentlemen:
We were previously principal accountants for Citizens Bancshares Corporation
and, under the date of February 20, 1998, we reported on the consolidated
financial statements of Citizens Bancshares Corporation and subsidiaries as
of and for the years ended December 31, 1997 and 1996. On July 17, 1998
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 July 24, 1998 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,
PORTER KEADLE MOORE, LLP
