-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HH+dFk5nDJUxLjoiLJn2r0zxYTFkaHqewgS53GXSBfs55gnZ8vQuf/0+Cgnfw1Fr ghJtv5DoEWEGPoBHx/HXPw== 0000813640-00-000003.txt : 20000501 0000813640-00-000003.hdr.sgml : 20000501 ACCESSION NUMBER: 0000813640-00-000003 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIZENS BANCSHARES CORP /GA/ CENTRAL INDEX KEY: 0000813640 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 581631302 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 001-14913 FILM NUMBER: 612824 BUSINESS ADDRESS: STREET 1: 75 PIEDMONT AVENUE NE STREET 2: P O BOX 4485 CITY: ATLANTA STATE: GA ZIP: 30302 BUSINESS PHONE: 4046595959 MAIL ADDRESS: STREET 1: 175 JOHN WESLEY DOBBS AVENUE, NE CITY: ATLANTA STATE: GA ZIP: 30303 DEF 14A 1 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) -----END PRIVACY-ENHANCED MESSAGE-----