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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) May 12, 1998
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Citizens Bancshares, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Ohio
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(State or Other Jurisdiction of Incorporation)
33-21296 34-1372535
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(Commission File Number) (I.R.S. Employer Identification No.)
10 East Main Street, Salineville, Ohio 43945
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330/679-2328
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 7. Financial Statements and Exhibits
As previously reported in its Current Report on Form 8-K filed June 2,
1998, Citizens Bancshares, Inc. ("Bancshares") hereby files by way of amendment
the financial statements and pro forma financial information required pursuant
to this Item 7 of Form 8-K with respect to the merger ("Merger") of Century
Financial Corporation ("Century") with and into Bancshares on May 12, 1998:
(a) Bancshares hereby incorporates by reference from Century's Annual
Report on Form 10-K for the year ended December 31, 1997 the Consolidated
Balance Sheets of Century as of December 31, 1997 and 1996 and Century's
Consolidated Statements of Income. Changes in Stockholders Equity and Cash Flows
for each of the three years in the period ended December 31, 1997.
(b) The following pro forma financial information giving effect to the
Merger is submitted herewith and is attached as Exhibit 99 to this Current
Report on Form 8-K.
(i) Pro Forma Condensed Consolidated Balance Sheet as of March 31,
1998.
(ii) Pro Forma Condensed Statement of Income for the Three Months
Ended March 31, 1998.
(iii) Pro Forma Condensed Statements of Income for the Years Ended
December 31, 1997, 1996 and 1995.
<TABLE>
<CAPTION>
Exhibit No. Exhibit
<S> <C>
(2) Agreement and Plan of Merger, dated December 3, 1997, by and
between Citizens Bancshares, Inc. and Century Financial Corporation
is hereby incorporated by reference from Bancshares' Registration
Statement on Form S-4, as amended (File No. 333-47315), effective
April 10, 1998.
(23) Consent of Independent Auditors S.R. Snodgrass, A.C.
(99) Pro Forma Financial Information
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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.
Citizens Bancshares, Inc.
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(Registrant)
Date: June 25, 1998 By: /s/ Marty E. Adams
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Marty E. Adams, President
and Chief Executive Officer
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Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Prospectus constituting part
of the Registration Statement on Form S-8 (No. 333-18867) of Citizens
Bancshares, Inc. of our report dated January 16, 1998 relating to the
consolidated financial statements of Century Financial Corporation as of
December 31, 1997 and 1996 and for each of the three years in the period ended
December 31, 1997, which is included in Century Financial Corporation's Annual
Report on Form 10-K.
/s/ S.R. Snodgrass, A.C.
Wexford, PA
June 19, 1998
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PRO FORMA FINANCIAL DATA
The unaudited pro forma combined condensed balance sheet as of March 31, 1998
and the pro forma combined condensed statements of income for the three months
ended March 31, 1998, and for each of the years in the three-year period ended
December 31, 1997, give effect to Bancshares' merger with Century based on the
historical consolidated financial statements of Bancshares and Century, and the
issuance of 0.7926 shares of Bancshares common shares for each Century common
share outstanding.
The pro forma financial statements have been prepared based upon the respective
company's financial statements. These pro forma statements, which include
results of operations as if the merger had been effected on the first day of the
periods presented and had been accounted for under the pooling of interests
method of accounting, may not be indicative of the results that actually would
have occurred if the merger had been in effect on the dates indicated or which
may be obtained in the future including the year ending December 31, 1998. The
pro forma financial statements should be read in conjunction with the historical
consolidated financial statements and notes thereto of Bancshares and Century.
On March 6, 1998, Bancshares consummated a merger with UniBank in a transaction
accounted for as a pooling of interests. In the merger, each outstanding share
of UniBank common stock was converted into 26.5 shares of Bancshares common
stock. Approximately 1,890,000 Bancshares common shares were issued in the
transaction. Bancshares' historical consolidated balance sheet as of March 31,
1998 and consolidated statement of income for the three months ended March 31,
1998, as filed in its March 31, 1998 Form 10-Q, include the combined balances
and results of Bancshares and UniBank. While UniBank is not considered
significant pursuant to Rule 11-01(b) of Regulation S-X, the results of UniBank
are included in the pro forma condensed statements of income for each of the
three years in the period ended December 31, 1997 to provide the reader with
additional information concerning Bancshares' acquisition of UniBank.
All per share information has been restated to reflect Bancshares' June 1, 1998
two-for-one stock split.
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Citizens Bancshares, Inc. and Century Financial Corporation
Pro Forma Condensed Consolidated Balance Sheet
March 31, 1998
<TABLE>
<CAPTION>
(In thousands) Bancshares Century Combined
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<S> <C> <C> <C>
Assets
Cash and cash equivalents $ 36,473 $ 11,180 $ 47,653
Interest bearing deposits with banks 2,208 3,449 5,657
Securities available for sale at fair value 393,712 67,736 461,448
Securities held to maturity 60,815 60,815
Loans, net 773,261 354,785 1,128,046
Premises and equipment 18,212 11,495 29,707
Other assets 46,431 5,923 52,354
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Total Assets $1,331,112 $ 454,568 $1,785,680
========== ========== ==========
Liabilities
Deposits $1,009,461 $ 392,505 $1,401,966
Borrowings 190,821 20,000 210,821
Other liabilities 10,931 4,385 15,316
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Total liabilities 1,211,213 416,890 1,628,103
Shareholders' Equity 119,899 37,678 157,577
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Total liabilities and shareholders' equity $1,331,112 $ 454,568 $1,785,680
========== ========== ==========
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Citizens Bancshares, Inc. and Century Financial Corporation
Pro Forma Condensed Consolidated Statement of Income
Three months ended March 31, 1998
<TABLE>
<CAPTION>
(In thousands, except per share data) Citizens Century Combined
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<S> <C> <C> <C>
Interest income
Loans, including fees $18,062 $7,677 $25,739
Securities, federal funds sold and other 7,417 1,194 8,611
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Total interest income 25,479 8,871 34,350
Interest expense
Deposits 9,608 4,233 13,841
Borrowings 2,854 303 3,157
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Total interest expense 12,462 4,536 16,998
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Net interest income 13,017 4,335 17,352
Provision for loan losses 425 270 695
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Net interest income after provision for loan losses 12,592 4,065 16,657
Other income 2,150 824 2,974
Other expenses 10,791 3,284 14,075
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Income before income taxes 3,951 1,605 5,556
Income taxes 1,186 242 1,428
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Net income $ 2,765 $1,363 $ 4,128
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Earnings per common share - basic $ 0.20 $ 0.27 $ 0.23
Earnings per common share - diluted 0.20 0.26 0.23
Average shares outstanding - basic 13,648 5,112 17,699
Average shares outstanding - diluted 13,680 5,207 17,708
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Citizens Bancshares, Inc., Century Financial Corporation and UniBank
Pro Forma Condensed Consolidated Statement of Income
Year ended December 31, 1997
<TABLE>
<CAPTION>
(In thousands, except per share data) Citizens Century Unibank Combined
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<S> <C> <C> <C> <C>
Interest income
Loans, including fees $59,495 $29,617 $10,075 $ 99,187
Securities, federal funds sold and other 22,422 5,025 5,033 32,480
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Total interest income 81,917 34,642 15,108 131,667
Interest expense
Deposits 28,478 16,286 6,489 51,253
Borrowings 10,814 960 182 11,956
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Total interest expense 39,292 17,246 6,671 63,209
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Net interest income 42,625 17,396 8,437 68,458
Provision for loan losses 1,646 2,070 619 4,335
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Net interest income after provision for loan losses 40,979 15,326 7,818 64,123
Other income 6,992 3,158 841 10,991
Other expenses 23,260 13,394 6,574 43,228
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Income before income taxes 24,711 5,090 2,085 31,886
Income taxes 7,955 868 643 9,466
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Net income $16,756 $ 4,222 $ 1,442 $ 22,420
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Earnings per common share - basic $ 1.42 $ 0.83 $ 19.23 $ 1.27
Earnings per common share - diluted 1.42 0.82 19.23 1.26
Average shares outstanding - basic 11,766 5,057 75 17,671
Average shares outstanding - diluted 11,805 5,140 75 17,778
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Citizens Bancshares, Inc., Century Financial Corporation and UniBank
Pro Forma Condensed Consolidated Statement of Income
Year ended December 31, 1996
<TABLE>
<CAPTION>
(In thousands, except per share data) Citizens Century Unibank Combined
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<S> <C> <C> <C> <C>
Interest income
Loans, including fees $57,166 $24,933 $ 8,557 $ 90,656
Securities, federal funds sold and other 17,390 5,631 4,305 27,326
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Total interest income 74,556 30,564 12,862 117,982
Interest expense
Deposits 26,810 13,054 5,294 45,158
Borrowings 5,213 812 234 6,259
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Total interest expense 32,023 13,866 5,528 51,417
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Net interest income 42,533 16,698 7,334 66,565
Provision for loan losses 1,614 625 40 2,279
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Net interest income after provision for loan losses 40,919 16,073 7,294 64,286
Other income 4,826 2,716 1,193 8,735
Other expenses 23,728 12,613 5,396 41,737
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Income before income taxes 22,017 6,176 3,091 31,284
Income taxes 7,311 1,270 973 9,554
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Net income $14,706 $ 4,906 $ 2,118 $ 21,730
======= ======= ======= ========
Earnings per common share - basic $ 1.25 $ 0.97 $ 28.24 $ 1.23
Earnings per common share - diluted 1.25 0.96 28.24 1.22
Average shares outstanding - basic 11,769 5,054 75 17,708
Average shares outstanding - diluted 11,788 5,091 75 17,768
</TABLE>
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Citizens Bancshares, Inc., Century Financial Corporation and UniBank
Pro Forma Condensed Consolidated Statement of Income
Year ended December 31, 1995
<TABLE>
<CAPTION>
(In thousands, except per share data) Citizens Century Unibank Combined
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<S> <C> <C> <C> <C>
Interest income
Loans, including fees $53,164 $21,806 $ 8,157 $ 83,127
Securities, federal funds sold and other 17,660 5,879 4,125 27,664
------- ------- ------- --------
Total interest income 70,824 27,685 12,282 110,791
Interest expense
Deposits 25,519 12,234 4,660 42,413
Borrowings 5,665 391 154 6,210
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Total interest expense 31,184 12,625 4,814 48,623
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Net interest income 39,640 15,060 7,468 62,168
Provision for loan losses 2,024 240 240 2,504
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Net interest income after provision for loan losses 37,616 14,820 7,228 59,664
Other income 4,493 2,574 464 7,531
Other expenses 23,579 11,740 4,853 40,172
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Income before income taxes 18,530 5,654 2,839 27,023
Income taxes 5,967 1,386 876 8,229
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Net income $12,563 $ 4,268 $ 1,963 $ 18,794
======= ======= ======= ========
Earnings per common share - basic $ 1.07 $ 0.84 $ 26.18 $ 1.06
Earnings per common share - diluted 1.07 0.84 26.18 1.06
Average shares outstanding - basic 11,769 5,060 75 17,783
Average shares outstanding - diluted 11,790 5,070 75 17,806
</TABLE>
