CITIZENS BANCSHARES INC /OH/
8-K, 1998-07-29
NATIONAL COMMERCIAL BANKS
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<PAGE>   1
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

               Date of Report (Date of earliest event reported):
                                  July 29, 1998

                            CITIZENS BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)

        Ohio                        0-8209            34-1372535
(State or other jurisdiction     (Commission         (IRS Employer
   of incorporation)             File Number)      Identification No.)

         10 East Main Street
         Salineville, Ohio                                      43945
(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code: (330) 679-2328


                                       N/A
         (Former name or former address, if changed since last report)


                                    FORM 8-K
                            CITIZENS BANCSHARES, INC.
                           -------------------------



Item 5.           Other Events

         Attached hereto as Exhibit 99.1 is a statement announcing a 13.6%
increase in second quarter 1998 core earnings.



Item 7.  Exhibits

99.1     Text of Press Release, dated July 13, 1998, issued by Citizens
         Bancshares, Inc.


         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.

                                        By: /s/ Marty E. Adams
                                            ----------------------
                                            Marty E. Adams
                                            President and
                                            Chief Executive Officer

<PAGE>   1
                                                                    Exhibit 99.1

                    [Citizens Bancshares, Inc. Letterhead]





                             FOR IMMEDIATE RELEASE
                               SALINEVILLE, OHIO
                                 JULY 13, 1998



                   CITIZENS BANCSHARES, INC., ANNOUNCES 13.6%
                 INCREASE IN SECOND QUARTER 1998 CORE EARNINGS
                                      
Citizens Bancshares, Inc. (the "Corporation"), today announced core earnings
for the quarter ended June 30, 1998. Core earnings, which excludes the after tax
financial impact of merger, integration, and restructuring expense, an
additional provision for loan losses related to a second quarter acquisition and
gains on sales of loans and investments, were $7,037,000, a 13.6% increase from
the $6,195,000 earned in the comparable period in 1997. Core earnings per common
share for the second quarter of 1998 were $.40 representing an increase of 14.3%
from the $.35 earned per share in the comparable period in 1997.



Core earnings for the six months ended June 30, 1998, were $13,725,000, a 13.6%
increase from the $12,084,000 earned in the comparable period in 1997. Core
earnings per common share for the six months ended June 30, 1998 were $.78
representing an increase 14.7% from the $.68 earned per share in the comparable
period in 1997.

<PAGE>   2

                                      -2-

Net income for the quarter and six months ended June 30, 1998, and the
comparable periods in 1997, included nonrecurring after tax Income and expense.
The after tax effect of nonrecurring items for the quarter ended June 30, 1998,
were a $954,000 charge related to an acquisition, a $1,300,000 additional
provision for loan losses related to an acquisition, and gains on the sales of
loans and securities of $268,000. The nonrecurring items for the quarter ended
June 30, 1997 were the after tax impact of gains on the sales of loans of
$14,000. Net income, as a result of the after tax financial impact of the
nonrecurring items, was $5,051,000 for the second quarter of 1998, a decrease
of 18.6% from the $6,209,000 earned in the comparable period in 1997. Basic and
diluted earnings per share for the second quarter of 1998 were $.29 representing
a decrease of 17.1% from the $.35 basic and diluted earnings per share for the
comparable period in 1997.



The after tax effect of nonrecurring items for the six months ended June 30,
1998, were a $3,555,000 charge related to two acquisitions, a $1,300,000
additional provision for loan losses related to an acquisition, and gains on the
sales of loans and securities of $309,000. The after tax effect of nonrecurring
items for the six months ended June 30, 1997, were gains on the sales of loans
and securities of $48,000. Net income, as a result of the after tax financial
impact of the nonrecurring items, was $9,179,000 for the six months ended June
30, 1998, a decrease of 24.3% from the $12,132,000 earned in the comparable
period in 1997.

<PAGE>   3


                                      -3-

Basic and diluted earnings per share for the six months ended June 30, 1998,
were $.52, representing decreases of 24.6% and 23.5%, respectively, from the
basic earnings per share of $.69 and diluted earnings per share of $.68 for the
comparable period in 1997.



Excluding the after tax effect of the nonrecurring expense and income items
discussed above for the six months ended June 30, 1998 return on average
shareholders' equity was 17.62% and return on average assets was 1.54%.
Excluding the after tax effect of nonrecurring expenses and income, the
Corporation's efficiency ratio, a measure of operating efficiency, was 48.33%
for the six months ended June 30, 1998.



On May 21, 1998, Citizens Bancshares, Inc., announced a merger of equals
transaction with MidAm, Inc., which will result in a high performance
super-community banking organization with over $4 billion in assets and 144
branches throughout Ohio, Michigan, West Virginia, and Pennsylvania. The
transaction, which is to be accounted for as a pooling-of-interests, is expected
to close in October, 1998.



Citizens Bancshares, Inc., headquartered in Salineville, Ohio, is a $1.8 billion
bank holding company and the parent of Freedom Financial Life Insurance Company,
Freedom Express, Inc., The Citizens Banking Company, which has 48 banking
locations in six Ohio counties and one location in Hancock County, West
Virginia, and Century National Bank, which has 13 banking locations in two
Pennsylvania counties. 

<PAGE>   4

                                      -4-

The Corporation's stock is traded on the NASDAQ National Market System under
the symbol "CICS". The Corporation's home page on the Internet can be located at
www.citizns.com. For additional information, contact William L. White, III,
Chief Financial Officer, at 330/679-2328, extension 2805.







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