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. )
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 below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
_ 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:
CITIZENS BANCSHARES CORPORATION
175 John Wesley Dobbs Avenue, N.E.
Atlanta, Georgia 30303
(404) 659-5959
NOTICE OF THE ANNUAL MEETING TO
BE HELD MAY 31, 2000
To the Shareholders of CITIZENS BANCSHARES CORPORATION:
Notice is hereby given that the Annual Shareholders' Meeting of
Citizens Bancshares Corporation will be held on May 31, 2000, at 11:00
a.m., at the Atlanta Life Insurance Company, Herndon Plaza, 100 Auburn
Avenue, N.E., Atlanta, Georgia, for the following purpose:
(1) To elect thirteen (13) directors (to serve until the next
annual meeting and until their successors are elected and qualified).
(2) To transact such other business as may properly come before
the meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on April
14, 2000 as the record date for the determination of shareholders
entitled to notice of and to vote at the meeting.
All shareholders are requested to mark, date, sign and return the
enclosed form of proxy as soon as possible. If you attend the meeting
and wish to vote your shares in person, you may do so at any time before
the proxy is exercised.
By Order of the Board of Directors,
James E. Young
President and Chief Executive Officer
May 12, 2000
PROXY STATEMENT OF
CITIZENS BANCSHARES CORPORATION
for the Annual Meeting to be Held
May 31, 2000
INTRODUCTION
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of the Company for use
at the Annual Shareholders' Meeting and at any adjournments thereof. The
Shareholders' Meeting will be held on Wednesday, May 31, 2000, at 11:00
a.m., at the Atlanta Life Insurance Company, Herndon Plaza, 100 Auburn
Avenue, N.E., Atlanta, Georgia. The purpose of the Annual Shareholders'
Meeting of the Company is to elect thirteen (13) directors for a one-
year term until the next annual meeting.
The accompanying form of proxy is for use at the Annual
Shareholders' Meeting of the Company. A shareholder may use this proxy
if he or she is unable to attend the meeting in person or wishes to have
his or her shares voted by proxy even if the shareholder does attend the
meeting. Shareholders who sign proxies have the right to revoke them at
any time before they are voted either by written notice of revocation
which is received at the Company's Main Office before the meeting or by
the Secretary at the meeting or by attending the meeting and voting in
person. All shares represented by valid proxies received pursuant to
this solicitation and not revoked before they are exercised will be
voted as directed, and where no direction is given, the shares
represented by such proxies will be voted for the election of directors
listed thereon. The Board of Directors of the Company is not aware of
any other matters which may be presented for action at the meeting, but
if other matters do properly come before the meeting, it is intended
that shares represented by proxies will be voted by the persons named in
the proxies in accordance with their best judgment.
Solicitation of proxies may be made in person or by mail,
telephone or facsimile by directors, officers and regular employees of
the Company or Citizens Trust Bank (the "Bank") who will not be
specially compensated for such solicitations. Brokerage houses,
nominees, fiduciaries and other custodians will be requested to forward
solicitation materials to beneficial owners and to secure their voting
instructions, if necessary, and will be reimbursed for their expenses
incurred in sending proxy materials to beneficial owners. The Company
will bear the cost associated with solicitation of proxies and other
expenses associated with the Shareholders' Meeting.
Record Date and Voting Rights
Each shareholder of record of the Company at the close of business
on April 14, 2000 (the "Record Date") is entitled to notice of and to
vote at the Shareholders' Meeting. As of the close of business on the
Record Date, the Company had 5,000,000 shares of common stock ("Common
Stock"), $1.00 par value, authorized, of which 2,230,065 shares of
Common Stock were issued and outstanding and held of record by 1,406
shareholders and 5,000,000 shares of non-voting common stock, $1.00 par
value, of which 90,000 were issued and held by one shareholder. Each
share of Common Stock is entitled to one vote on matters to be presented
at the meeting.
PROPOSAL 1 - ELECTION OF DIRECTORS
Nominees
The Board proposes that the current slate of directors be
reelected and seven additional nominees, all of whom currently serve as
directors of the Bank, be elected as directors of the Company to serve a
one-year term and until their successors are duly elected and qualified.
If any of these nominees should become unavailable to serve as a
director (which is not now anticipated), then the persons named as
proxies reserve full discretion to vote for any other person or persons
as may be nominated. The affirmative vote of a majority of the shares
voted is required for the election of directors.
The table below sets forth for each director nominee (a) the
person's name, (b) his or her age at March 1, 2000, (c) the year he or
she was first elected as a director, and (d) his or her position with
the Company other than as a director and his or her other business
experience for the past five years.
Director Nominees
To Serve a Term of One Year Until 2001
Year First Position with the Company;
Name Age Elected Business Experience
Herman J. Russell 69 1972 Chairman of the Board of the Com-
pany; Chairman of the Board of
H.J. Russell & Co.(construction,
real estate and wholesale
building supplies distributor)
Gregory T. Baranco 1/ 51 1998 Vice Chairman of the Board ofe
the Company; President, Baranco
Pontiac - GMC Truck, Inc.
(automotive dealer); Chairman
of the Board of Atlanta Life
Insurance Company; previously
Chairman of the Board of First
Southern Bancshares, Inc. and
First Southern Bank
Thomas E. Boland 65 1995 Special Counsel to the President
of Mercer University; previously
Chairman of the Board of Wachovia
Bank of Georgia
Bernard H. Bronner 1/ 39 1998 President, Bronner Brothers , Inc.
(hair care products); President,
Upscale Magazine
Johnnie L. Clark 68 1982 Certified Public Accountant/
Consultant: Chairman, Board of
Trustees of Southwest Hospital
and Medical Center; previously
President and Chief Executive
Officer of the Company from July
1997 to January 1998; previously
Professor of Accounting at
Kennesaw State College
(continued)
Director Nominees
To Serve a Term of One Year Until 2001
Year First Position with the Company;
Name Age Elected Business Experience
James E. Young 1/ 50 1998 President and Chief Executive
Officer of the Company and
Citizens Trust Bank; previously
President and Chief Executive
Officer of First Southern
Bancshares, Inc. and First
Southern Bank
Robert L. Brown 1/ 48 N/A Principal, R.L. Brown & Associates
(architectural and construction
management); Director of Citizens
Trust Bank Mortgage Services, Inc.
William H. Cleveland 1/ 51 N/A Nephrologist; owner and director of
Southwest Atlanta Dialysis Center
and Medical Director of Atlanta
Health Evaluation Center, P.C.;
Director of Citizens Trust Bank
C. David Moody 1/ 43 N/A President and Chief Executive
Officer of C.D. Moody Construction
Company; Director of Citizens Trust
Bank
Lynn Pattillo 1/ 36 N/A President, Pittulloch Foundation;
Vice President, Stone Mountain
Industrial Park; Director,
Citizens Trust Bank
Ray M. Robinson 52 N/A President of AT&T Southern Region;
Director, Citizens Trust Bank
H. Jerome Russell 37 N/A President of H.J. Russell & Comp-
any; previously served as
President of City Beverage Company;
Director, Citizens Trust Bank
R.K. Seghal 58 N/A Chairman of the Board, Georgia
Industry and Trade; previously
Vice Chairman and Chief Executive
Officer of H.J. Russell & Company
previously Chairman of Williams
Group, Inc.; Director, Citizens
Trust Bank
1/ Previously served as a director of First Southern Bancshares, Inc.
and First Southern Bank
Meetings of Committees and the Board of Directors
During the year ended December 31, 1999, the Board of Directors of
the Company held five meetings. All directors attended at least 75% of
the meetings. In addition, the Board of Directors of the Bank held
twelve meetings in 1999.
The Board of Directors of the Company does not have standing
Audit, Compensation or Nominating Committees.
While the Board of Directors of the Company does not have a
standing Nominating Committee nor a formal procedure for individual
shareholders to submit recommendations of persons to be considered as
directors of the Company, the Board will consider any such
recommendation if delivered in writing to James E. Young, Citizens
Bancshares Corporation, 75 Piedmont Avenue, N.E., Atlanta, Georgia
30302.
Principal Officers
The table set forth below shows for each principal officer of the
Company (a) the person's name, (b) his age at March 1, 2000, (c) the
year he was first elected as an officer of the Company, and (d) his
present position with the Company and the Bank and other business
experience for the past five years, if he has been employed by the
Company or the Bank for less than five years.
Year First Position with the Company;
Name Age Elected Business Experience
James E. Young 51 1998 President and Chief Executive
Officer of the Company and the
Bank; previously President and
Chief Executive Officer of
First Southern Bancshares, Inc.
and First Southern Bank
(1993-1998)
Willard C. Lewis 39 1998 Senior Executive Vice President
and Chief Operating Officer/
Secretary of the Company and
Bank; previously Executive Vice
President and Chief Operating
Officer of First Southern Banc-
shares,Inc. and First Southern
Bank (1991-1998)
Samuel J. Cox, CPA 42 1998 Senior Vice President and Chief
Financial Officer of the Company
and Bank; previously Controller
of First Southern Bancshares,
Inc. and First Southern Bank
(1996-1998); Manager of Audit and
Computer Consulting, Banks,
Finley, White & Co.(1993-1995)
EXECUTIVE COMPENSATION
The following table sets forth certain summary information
concerning the compensation paid to James E. Young, the President and
Chief Executive Officer of the Company and the Bank, and Willard C.
Lewis, the Senior Executive Vice President and Chief Operating Officer
of the Company and the Bank.
Cash Compensation Table
Annual All Other
Compensation 1/ Compensation ($)
Name and Principal Position Year Salary ($) Bonus ($)
James E. Young, President 1999 168,333 19,208 1/
and Chief Executive Officer
Willard C. Lewis, Senior 1999 118,750 10,000 1/
Executive Vice President and
Chief Operating Officer
1/ Information with respect to certain prerequisites and other
personal benefits has been omitted because the aggregate value of such
items does not meet the minimum amount required for disclosure under
regulations adopted by the Securities and Exchange Commission ("SEC").
The Company has not awarded any restricted stock or long-term
incentives. Accordingly, columns relating to such awards have been
omitted.
After the merger of First Southern Bancshares, Inc. with and into
the Company, which was effective on January 30, 1998, James E. Young
became President and Chief Executive Officer of the Company. Mr. Young
entered into an employment agreement with the Company which provided for
a salary of $150,000, which is reviewed annually by the Board of
Directors and increased in an amount as may be determined by the Board,
and incentive compensation contingent upon certain performance goals
being met. The agreement also grants to Mr. Young an option to purchase
17,500 shares of Common Stock to be vested over a five-year term at an
exercise price of $9.88 per share.
The following table contains, with respect to the person[s] named
in the Summary Compensation Table, information concerning the number of
options to purchase Common Stock, the number currently exercisable, and
the value of the options as of December 31, 1999.
Fiscal Year End Option Values
Value of Unexercised
Number of Unexercised In-the-Money
Options at 12/31/99 Options at 12/31/99
(#): Exercisable/Unexercisable ($):Exercisable/Unexercisable 1/
Name
James E. Young 13,032/10,500 $0/$0
1/ Calculated by subtracting the exercise price ($6.63 per share for
6,032 of the exercisable options and $9.88 per share for 7,000 of the
exercisable options and $9.88 per share for the 10,500 unexercisable
options) from $5.50 per share, the market price per share as of December
31, 1999.
Director Fees
The directors of the Company receive fees in the amount of $300.00
per meeting for their service as directors of the Company. Directors
also receive a retainer in the amount of $2,000 annually, which is
payable on a quarterly basis in shares of Common Stock of the Company.
CERTAIN TRANSACTIONS
The Company's directors and principal officers, their immediate
family members and certain companies and other entities associated with
them, have been customers of and have had banking transactions with the
Bank and are expected to continue such relationships in the future. In
the opinion of management, the extensions of credit made by the Bank to
such individuals, companies and entities (a) were made in the ordinary
course of business, (b) were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time
for comparable transactions with other persons and (c) did not involve
more than a normal risk of collectibility or present other unfavorable
features.
BENEFICIAL OWNERSHIP OF COMMON STOCK
Principal Holders of Common Stock
The following table sets forth the persons who beneficially owned,
at March 1, 2000, more than five percent of outstanding shares of Common
Stock to the best information and knowledge of the Company. Unless
otherwise indicated, each person is the record owner of and has sole
voting and investment powers over his shares.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership 1/ of Class
Herman J. Russell 581,199 26.05%
504 Fair Street, S.W.
Atlanta, Georgia 30313
1/ The information shown above is based upon information furnished to the
Company by the named persons Information relating to beneficial
ownership of Common Stock is based upon "beneficial ownership" concepts
set forth in rules promulgated under the Securities Act of 1934, as
amended. Under such rules a person is deemed to be a "beneficial owner"
of a security if that person has or shares "voting power," which
includes the power to dispose or to direct the voting of such security,
or "investment power," which includes the power to dispose or to direct
the disposition of such security. A person is also deemed to be a
beneficial owner of any security of which that person has the right to
acquire beneficial ownership within 60 days. Under the rules, more than
one person may be deemed to be a beneficial owner of the same
securities. The shares of Common Stock issuable upon exercise of the
vested portion of any outstanding options held by the indicated named
persons are assumed to be outstanding for the purpose of determining the
percentage of shares beneficially owned by those persons.
Common Stock Owned by Management
The following table sets forth the number and percentage ownership
of shares of Common Stock beneficially owned by each director of the
Company and by all directors and principal officers as a group, at March
1, 2000. Unless otherwise indicated, each person is the record owner of
and has sole voting and investment powers over his or her shares.
Name of Director Number of Shares Percent
Beneficially Owned 1/ of Class
Herman J. Russell 581,199 2/ 26.05%
504 Fair Street, S.W.
Atlanta, Georgia 30313
Gregory T. Baranco 73,799 3/ 3.31%
4070 Sandy Lake Drive
Lithonia, Georgia 30038
Thomas E. Boland 1,021 *
3001 Mercer University Drive
Atlanta, Georgia 30341
Bernard H. Bronner 8,725 4/ *
594 Fielding Lane
Atlanta, Georgia 30311
Johnnie L. Clark 16,624 *
2794 Chaucer Drive, S.W.
Atlanta, Georgia 30311
James E. Young 14,341 5/ *
647 Master Drive
Stone Mountain, Georgia 30032
All directors and principal 699,990 31.40%
officers as a group (8 persons)
* Represents less than 1%.
1/ The information shown above is based upon information furnished to
the Company by the named persons. Information relating to beneficial
ownership of Common Stock is based upon "beneficial ownership" concepts
set forth in rules promulgated under the Securities Act of 1934, as
amended. Under such rules a person is deemed to be a "beneficial owner"
of a security if that person has or shares "voting power," which
includes the power to dispose or to direct the voting of such security,
or "investment power," which includes the power to dispose or to direct
the disposition of such security. A person is also deemed to be a
beneficial owner of any security of which that person has the right to
acquire beneficial ownership within 60 days. Under the rules, more than
one person may be deemed to be a beneficial owner of the same
securities. The shares of Common Stock issuable upon exercise of the
vested portion of any outstanding options held by the indicated named
persons are assumed to be outstanding for the purpose of determining the
percentage of shares beneficially owned by those persons.
2/ Consists of (a) 104,315 shares owned of record by Mr. Russell, (b)
469,880 shares owned by the Herman J. Russell Foundation, which is
controlled by Mr. Russell, and (c) 7,004 shares owned by his spouse.
3/ Consists of (a) 14,264 shares owned of record by Mr. Baranco , (b)
55,494 shares owned jointly with his spouse, and (c) 4,041 shares held
in Mr. Baranco's self-directed IRA.
4/ Consists of (a) 8,198 shares owned of record by Mr. Bronner and (b)
527 shares owned by Bronner Brothers, Inc., a company controlled by Mr.
Bronner.
5/ Consists of (a) 1,309 shares owned of record by Mr. Young and (b)
currently exercisable options to purchase 13,032 shares.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires that
the Company's directors and executive officers and persons who own more
than 10% of the Company's outstanding Common Stock file with the
Securities and Exchange Commission initial reports of ownership and
reports of changes in their ownership of the Company's Common Stock.
Directors, executive officers and greater than 10% shareholders are
required to furnish the Company with copies of the reports they file.
To the Company's knowledge, based solely upon a review of copies
of Reports of Beneficial Ownership and Changes in Beneficial Ownership
furnished to it and representations that no other reports were required,
its directors, executive officers, and greater than ten percent
shareholders have complied with applicable Section 16(a) filing
requirements.
ACCOUNTING MATTERS
Deloitte & Touche LLP, Atlanta, Georgia, certified public
accountants, has been appointed by the Board of Directors of the Company
to examine the financial statements of the Company as of and for the
year ended December 31, 1999. The Board of Directors intends to continue
the services of this firm for the year ending December 31, 2000. A
representative of Deloitte & Touche LLP is expected to be present at the
meeting to respond to any appropriate questions and to make a statement
if the representative desires to do so.
SHAREHOLDER PROPOSALS
Shareholder proposals submitted for consideration at the next
annual meeting of Shareholders must be received by the Company no later
than December 1, 2000, to be included in the 2001 proxy materials. A
shareholder must notify the Company before February 1, 2001 of a
proposal for the 2001 Annual Meeting which the shareholder intends to
present other than by inclusion in the Company's proxy material. If the
Company does not receive such notice prior to February 1, 2001, proxies
solicited by the management of the Company will confer discretionary
authority upon the management of the Company to vote upon any such
matter.
AVAILABLE INFORMATION
A copy of the Company's Annual Report to Shareholders on Form 10-
KSB (the "Form 10-KSB") is available upon request (except for the
exhibits thereto) without charge. Shareholders may request a copy of the
Form 10-KSB by contacting Willard C. Lewis, Citizens Bancshares
Corporation, 75 Piedmont Avenue, N.E., Atlanta, Georgia 30302
(Telephone: (404) 653-2815)
