UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number 0-14535
NOTIFICATION OF LATE FILING
/X/Form 10-K / / Form 20-F / / Form 11-K / / Form 10-Q / /
Form N-SAR
For Period Ended: December 31, 1998
[ ]Transition Report on Form 10-K [ ]Transition Report
on Form N-SAR
[ ]Transition Report on Form 20-F
[ ]Transition Report on Form 11-K
[ ]Transition Report on Form 10-Q
For the Transition Period Ended: [ ]
Read Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing
checked above, identify the Item(s) to which the notification
relates: Not Applicable
PART I
REGISTRANT INFORMATION
Full Name of Registrant: Citizens Bancshares Corporation
Former Name if Applicable: N/A
Address of Principal Executive Office (Street and Number): 75
Piedmont Avenue, N.E.
City, State and Zip Code: Atlanta, Georgia 30302
PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief
pursuant to Rule 12b-25(b), the following should be completed.
(Check box if appropriate)
(a) The reasons described in reasonable detail in Part III
of this form could not be eliminated without unreasonable effort
or expense; [ ]
(b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or
portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report of transition report on Form 10-Q, or portion
thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and [X]
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable. [ ]
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K,
20-F, 11-K, 10-Q, N-SAR, or the Transition report or portion
thereof, could not be filed within the prescribed time period.
The Registrant's Form 10-KSB for the year ended
December 31, 1998 cannot be timely filed for the following
reasons:
On January 30, 1998, the Registrant merged with First
Southern Bancshares, Inc. in a pooling transaction. Because of
the pooling transaction, the Registrant has had to combine the
financial information for First Southern with the Registrant's
financial information for the last two years. In addition, the
financial reporting manager for the Registrant left the
employment of the Registrant unexpectedly several weeks ago. This
has caused an additional problem for the Registrant in preparing
the required financial information and completing the Form
10-KSB. The Registrant will be able to satisfy its filing
requirements on or before April 15, 1999.
PART IV
OTHER INFORMATION
(1) Name and telephone number of persons to contact in
regard to this notification.
Beth Lanier
Powell, Goldstein, Frazer & Murphy LLP (404) 572-
4571
(Attorneys for Company) (Area
Code)(Telephone Number)
(2) Have all other periodic reports required under Section
13 or 15(d) of the Securities Exchange Act of 1934 or Section 30
of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed? If answer is no,
identify report(s).
/ X / Yes / / No
(3) Is it anticipated that any significant change in
results of operations from the corresponding period for the last
fiscal year will be reflected by the earnings statements to be
included in the subject report or portion thereof?
/ / Yes / X / No
If so, attach an explanation of the anticipated change,
both narratively and quantitatively, and, if appropriate, state
the reasons why a reasonable estimate of the results cannot be
made.
Citizens Bancshares Corporation
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 31, 1999 By: /s/ Samuel J. Cox
Samuel J. Cox
Senior Vice President and Chief Financial
Officer
INSTRUCTION: The form may be signed by an executive officer of
the registrant or by any other duly authorized representative.
The name and title of the person signing the form shall be typed
or printed beneath the signature. If the statements signed on
behalf of the registrant by an authorized representative (other
than an executive officer), evidence of the representative's
authority to sign on behalf of the registrant shall be filed
ATTENTION
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240, 12b-
25) of the General Rules and Regulations under the Securities
Exchange Act of 1934.
2. One signed original and four conformed copies of this
form and amendments thereto must be completed and filed with the
Securities and Exchange Commission, Washington, D.C. 20549, in
accordance with Rule 0-3 of the General Rules and Regulations
under the Act. The information contained in or filed with the
Form will be made a matter of the public record in the Commission
files.
3. A manually signed copy of the form and amendments
thereto shall be filed with each national securities exchange on
which any class of securities of the registrant is registered.
4. Amendments to the notifications must also be filed on
Form 12b-25 but need not restate information that has been
correctly furnished. The form shall be clearly identified as an
amended notification.
5. Electronic Filers. This form shall not be used by
electronic filers unable to* timely file a report solely due to
electronic difficulties. Filers unable to submit a report within
the time period prescribed due to difficulties in electronic
filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (232.201 or 232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of
Regulation S-T (232.13(b) of this chapter). [Added in Release
No. 34-31905 (85,111), effective April 26, 1993, 58 FR 14628;
and Release No. 34-35113 (85,475), effective January 30, 1995,
59 F.R. 67752.]
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