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Proc-Type: 2001,MIC-CLEAR
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SCHEDULE 14A Filed by the registrant x CITIZENS BANCSHARES CORPORATION
Payment of filing fee (Check
the appropriate box): x No fee required (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: (5) Total fee paid:
* Fee paid previously with preliminary materials.
* 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 [__________], 2003 To the Shareholders of CITIZENS
BANCSHARES CORPORATION: You are cordially invited to attend
the Annual Shareholders' Meeting of Citizens Bancshares Corporation (the
"Company") to be held on Wednesday, May 28, 2003. Official Notice of the
meeting, the Proxy Statement of management of the Company and the Company's
2002 Annual Report accompany this letter. The principal purposes of the
meeting are to elect directors of the Company for the coming year. We will also review the operations and recent
developments of the Company and the Bank for the past year. Whether or not you plan to attend the meeting, please
mark, date and sign the enclosed form of proxy and return it to the Company in
the envelope provided as soon as possible so that your shares can be voted at
the Annual Meeting . CITIZENS BANCSHARES CORPORATION NOTICE OF THE ANNUAL MEETING TO To
the Shareholders of CITIZENS BANCSHARES CORPORATION: Notice is hereby given that the Annual Shareholders'
Meeting of Citizens Bancshares Corporation will be held on Wednesday,
May 28, 2003, at 10:00 a.m., at the Atlanta Life Insurance Company,
Herndon Plaza, 100 Auburn Avenue, N.E., Atlanta, Georgia, for the following
purpose: (1) To elect four (4) Class I
directors to serve a three-year term expiring at the 2006 annual meeting. (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 28, 2003 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. April [___], 2003 PROXY STATEMENT ___________________________________ INTRODUCTION Time and Place of Meeting 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 28, 2003, at 10:00 a.m., at
the Atlanta Life Insurance Company, Herndon Plaza, 100
Auburn Avenue, N.E., Atlanta, Georgia. Purpose of Meeting The purpose of the Annual Shareholders' Meeting of the
Company is to elect four (4) Class I directors
who will serve a three year term expiring at the 2006 annual meeting. Record Date and Voting Rights Each shareholder of record of the
Company at the close of business on April 28, 2003 (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 (i) 20,000,000 shares of common
stock ("Common Stock"), $1.00 par value, authorized, of which [2,038,687.86] shares of Common Stock
were issued and outstanding and held of record by [1,443] shareholders, and (ii) 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. Requirements for Shareholder Approval A quorum will be present at the
meeting if a majority of the outstanding shares of common stock is represented
in person or by valid proxy. Abstentions
and broker non-votes, which are described below, will be counted in
determining whether a quorum exists.
Only those votes actually cast for the election of a Director, however,
will be counted for purposes of determining whether a particular Director
nominee receives sufficient votes to be elected. To be elected, a Director nominee must
receive more votes than any other nominee for the same seat on the Board of
Directors. As a result, if you withhold
your vote as to one or more nominees, it will have no effect on the outcome of
the election unless you cast that vote for a competing nominee. At the present time, we do not know of any
competing nominees. Abstentions. A
shareholder who is present in person or by proxy at the annual meeting and who
abstains from voting on any or all proposals will be included in the number of
shareholders present at the annual meeting for the purpose of determining the
presence of a quorum. Abstentions do not
count as votes in favor of or against a given matter. Broker
Non-Votes. Brokers who
hold shares for the accounts of their clients may vote these shares either as
directed by their clients or in their own discretion if permitted by the
exchange or other organization of which they are members. Proxies that contain a broker vote on one or
more proposals but no vote on others are referred to as "broker non-votes" with
respect to the proposal(s) not voted upon.
Broker non-votes are included in determining the presence of a
quorum. A broker non-vote, however, does
not count as a vote in favor of or against a particular proposal for which the
broker has no discretionary voting authority. Approval
of any other matter that may properly come before the annual meeting requires
the affirmative vote of a majority of shares of common stock present in person
or by proxy and entitled to vote on the matter.
Abstentions and broker non-votes will be counted in determining the minimum
number of votes required for approval and will, therefore, have the effect of
negative votes. Procedures for Voting by Proxy 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 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. 2 PROPOSAL - ELECTION OF DIRECTORS Nominees The
Board proposes to elect three (3) Class I
directors who will serve a three-year term expiring at the 2006 annual
meeting. 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 age at March 1, 2003, (c)
the year he was first elected as a director, and (d) his position with the
Company other than as a director and his or her other business experience for
the past five years. DIRECTOR NOMINEES Class I
Directors Name Age Year Position with the Company; James E. Young1/ 53 1998 President
and Chief Executive Officer of the Company and Citizens Trust Bank; Director
of Citizens Trust Bank; previously President and Chief Executive Officer of
First Southern Bancshares, Inc. and First Southern Bank Ray
Robinson 55 2000 President
of AT&T Southern Region; Director of Citizens Trust Bank H.
Jerome Russell 40 2000 President
of H.J. Russell & Company; previously served as President of City
Beverage Company; Director of Citizens Trust Bank Bunny Stokes, Jr.1/ 59 2003 President of Alabama Division of Bank; previously Chairman
of the Board, President and Chief Executive Officer of CFS Bancshares, Inc.
and Citizens Federal Savings Bank 3 CONTINUING DIRECTORS Class II Directors Name Age Year Position
with the Company; Bernard
H. Bronner 42 1998 President,
Bronner Brothers , Inc. (hair care products); President, Upscale Magazine; Director of Citizens Trust Bank Robert L. Brown 51 2000 Principal, R.L. Brown & Associates (architectural and
construction management); Director of Citizens Trust Bank William Cleveland 54 2000 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 46 2000 President and Chief Executive Officer of C.D. Moody
Construction Company; Director of Citizens Trust Bank Class III Directors Name Age Year Position with the Company; Thomas
E. Boland 68 1995 Special
Counsel to the President of Mercer University; previously Chairman of the
Board of Wachovia Bank of Georgia; Director
of Citizens Trust Bank Stephen Elmore2/ 51 2003 CPA/Consultant; previously
Finance Director of the Environmental Facilities Authority; previously
General Auditor of Wachovia Bank of Georgia, NA; Director of Citizens Trust
Bank 4 Name Age Year Position with the Company; Donald
Ratajczak2/ 60 2003 Chairman of the Board of
Brainworks Ventures, Inc.; previously President of Brainworks Ventures, Inc.;
previously Director of the Economic Forecasting Center at Georgia State
University; also serves as a Director of AssuranceAmerica Corporation; T.B.C.
Corporation, a tire distribution company; Ruby Tuesday, Inc., a food service
company; and C.I.M. High Yield, a bond fund company; Director of Citizens
Trust Bank R.K.
Sehgal 61 2000 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 of Citizens Trust Bank ____________________ 1/ Appointed as of
February 28, 2003, upon consummation of the merger of CFS Bancshares, Inc. Meetings of Committees and the Board of Directors During the year ended
December 31, 2002, the Board of Directors of the Company held 12
meetings. All directors attended at
least 75% of the Board meetings and of each committee of the Board of which he
or she is a member. In addition, the
Board of Directors of the Bank held 12 meetings in 2002. The Board of Directors has
established an Audit Committee, which reviews the annual report and internal
audit report of the independent public accountants. In 2002 the Audit Committee members were
Johnnie L. Clark1
Thomas E. Boland, Robert L. Brown and William Cleveland. Each of
these members meets the requirement for independence as defined by the National
Association of Securities Dealers, Inc. listing standards. The audit committee
held 12 meetings during the year ended December 31, 2002.
1Although Dr. Clark did not
stand for reelection at the 2002 Annual Meeting of Shareholders, the Board
requested that, due to her financial expertise, she allow them to appoint her
as a director to serve during 2002 and until the 2003 Annual Meeting in order
that she might continue her service on the Audit Committee. 5 Audit Committee Report. The Audit Committee reports as follows with
respect to the audit of the Company's 2002 audited consolidated financial
statements. 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 30303. Committee Interlocks and Insider Participation The
Executive Committee of the Board of Directors serves as its Personnel and
Compensation Committee. During 2002, the
Executive Committee consisted of five non-employee directors: Herman J. Russell, Johnnie L.
Clark, Thomas E. Boland and Ray Robinson. James E. Young also serves
on the Committee. No executive officer
of the Company has served as a director or member of the Compensation Committee
of any entity of which Messrs. Russell, Boland and Robinson or Ms. Clark have
served as an executive officer. 6 Benefits and Executive Committee Reports The
non-employee members of the Executive Committee (the "Committee") of the Board
of Directors of the Company establish the general compensation policies of the
Company and establish the compensation plans and specific compensation levels
for executive officers. The Committee generally is responsible for the
compensation and benefit plans for all employees and is directly accountable
for reviewing and monitoring compensation and benefit plans, and payment and
awards under those plans, for the Company's senior executives, including the
Chief Executive Officer and the other named executive officers. In carrying out
these responsibilities, the Committee reviews the design of all compensation
and benefit plans applicable to executive officers, determines base salaries,
reviews incentive performance measures, establishes incentive targets, approves
cash incentive awards based on performance, and monitors the administration of
the various plans. In all of these matters, the Committee's decisions are reviewed
and approved or ratified by the Board of Directors. Base Salaries The
salary of the Chief Executive Officer are evaluated
solely by the non-employee members of the Committee. Salaries for the
other named executive officers generally are recommended by the Chairman and
Chief Executive Officer and reviewed by the Committee. The named executive officers and their
salaries were listed in the Summary Compensation Table. In each case, salaries were based principally
on a subjective review of the executive's individual performance and degree of
experience and were also designed to be competitive with salaries paid to
executives in similar positions in financial institutions of comparable asset
size. Annual Incentives One
of the Committee's objectives in managing executive compensation is to link
directly a significant portion of executive pay to Company performance. The executives received no bonuses for 2002. Benefits In
general, the benefit plans provided to key employees, such health care, life
insurance, profit sharing and 401(k), are intended to provide an adequate
retirement income as well as financial protection against illness, disability
or death. Benefits offered to the named
executive officers and other executives include an index retirement plan and
bank-owned life insurance. Compensation of the Chief Executive Officer In
determining the compensation of the Chief Executive Officer, the Committee is
guided by the Company's compensation philosophy as described in this report,
the Company's performance and competitive practices. In 2002, Mr. Young's salary was
increased by $18,545. The salary increase was based on the Committee's
subjective evaluation of Mr. Young's individual performance. 7 Summary The
Company's executive compensation program encourages executives to manage the
Company profitability and to increase the value of the business to the
shareholders. This emphasis is
consistent with the Committee's policy of linking pay to performance and
increasing shareholder value. The Committee
believes this approach provides competitive compensation and is in the best
interest of the stockholders. The
Committee will continue to monitor the effectiveness of the executive
compensation program and will initiate changes as it deems appropriate. Submitted by the
following members of the 2002 Executive Committee of the Board of Directors of
Citizens Bancshares Corporation. 8 PERFORMANCE GRAPH The
following Performance Graph compares the yearly percentage change in the
cumulative total shareholder return on the Company's common stock to the
cumulative total return on the Nasdaq Stock Market (U.S.) Index and the Nasdaq
Bank Stock Index for the past five years.
The Performance Graph assumes reinvestment of dividends, where
applicable. Performance Graph Comparison of
Five-Year Cumulative Total Returns
(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. N/A )
Filed by a party other than the registrant
*
Check the appropriate box:
* Confidential,
for Use of
* Preliminary proxy statement the
Commission Only (as
x Definitive proxy statement permitted
by Rule 14a-6(e)(2)
* Definitive additional materials
* Soliciting material pursuant to Rule
14a-11(c) or Rule 14a-12
(Name of Registrant as
Specified in its Charter)
(Name of Person(s) Filing Proxy Statement,
if Other Than Registrant)
* Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(Set forth the amount on which the filing fee is
calculated and state how it was determined):
75 Piedmont Avenue, N.E.
Atlanta, Georgia 30303
(404) 659-5959
Very
truly yours,
James
E. Young
President
and Chief Executive Officer
75 Piedmont Avenue, N.E.
Atlanta, Georgia 30303
(404) 659-5959
BE HELD MAY 28, 2003
By
Order of the Board of Directors,
James
E. Young
President
and Chief Executive Officer
OF
CITIZENS BANCSHARES CORPORATION
for the Annual Meeting to be Held
May 28, 2003
To Serve a Term Until 2006
First
Elected
Business Experience
(Terms Expire 2004)
First
Elected
Business Experience
(Terms Expire 2005)
First
Elected
Business Experience
First
Elected
Business Experience
2/ Appointed as of
March 1, 2003 to fill vacancies.
[___________], 2003
Audit Committee:
Johnnie L. Clark
Thomas E. Boland
Robert L. Brown
William Cleveland
on Executive Compensation
[___________], 2003
Executive Committee:
Herman J. Russell
Johnnie L. Clark
Thomas E. Boland
Ray Robinson
Performance Graph for
Citizens Bancshares
Corporation
9
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, 2003, (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.
Name |
Age |
Year |
Position with the Company; |
James E. Young |
53 |
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 |
41 |
1998 |
Senior Executive Vice President and Chief Operating Officer of the Company and Bank; previously Executive Vice President and Chief Operating Officer of First Southern Bancshares, Inc. and First Southern Bank (1991-1998) |
|
|
||
Samuel J. Cox |
45 |
1998 |
Senior Vice President and Chief Financial Officer of the Bank and Assistant Treasurer of the Company; previously Controller of First Southern Bancshares, Inc. and First Southern Bank (1996-1998) |
|
|
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.
10
Cash Compensation Table
|
|
Annual |
All Other |
|
Name and Principal Position |
Year |
Salary ($) |
Bonus ($) |
|
James E. Young, President and Chief Executive Officer |
2002 |
218,545 |
0 |
1/ |
Willard C. Lewis, Senior Executive Vice President and Chief Operating Officer |
2002 |
143,000 |
0 |
1/ |
__________________
1/Information with respect to certain perquisites 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. The salary provision of the employment agreement is reviewed annually by the Board of Directors and increased in an amount as may be determined by the Board. The agreement also provides for incentive compensation contingent upon certain performance goals being met and 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, 2002.
Fiscal Year End Option Values
Name |
Number of
Unexercised |
Value of
Unexercised |
James E. Young |
17,000/9,500 |
$0/0 |
Willard C. Lewis |
0/5,000 |
$0/0 |
__________________
1/Calculated by subtracting the exercise price ($9.88 per share for the exercisable options and $7.00 per share for the unexercisable options) from $6.40 per share, the market price per share as of December 31, 2002.
11
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, with the exception of the Chairman, who receives $1,000 for each monthly meeting attended. 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, 2003, 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
Ownership1/ of
Class
Herman J. Russell 586,038 28.68%
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.
12
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, 2003. 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 |
|
||
Herman
J. Russell |
586,0382/ |
28.68% |
|
||
Thomas
E. Boland |
6,522 |
* |
|
||
Bernard
H. Bronner |
2,1663/ |
* |
|
||
Johnnie
L. Clark |
21,380 |
1.01% |
|
||
James
E. Young |
19,4804/ |
* |
|
||
Robert L. Brown |
6,156 |
* |
|
||
C. David Moody |
44,1955/ |
2.15% |
|
||
William Cleveland |
49,6806/ |
2.42% |
|
||
Ray Robinson |
2,608 |
* |
|
13
Name of Director |
Number of
Shares |
Percent |
H. Jerome Russell |
8,130 |
* |
|
||
R.K. Sehgal |
2,274 |
* |
|
||
All directors and principal |
760,148 |
40.75% |
_________________
*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) 159,371 shares owned of record by Mr. Russell, and (b) 426,667 shares owned by the Herman J. Russell Foundation, which is controlled by Mr. Russell.
3/ Consists of (a) 1,146 shares owned of record by Mr. Bronner and (b) 1,020 shares owned by Bronner Brothers, Inc., a company controlled by Mr. Bronner.
4/ Consists of (a) 6,480 shares owned of record by Mr. Young and (b) currently exercisable options to purchase 13,000 shares.
5/ Consists of (a) 2,874 shares owned of record by Mr. Moody, (b) 2,340 shares owned jointly with his spouse, and (c) 38,981 shares owned by C.D. Moody Construction Company, a company controlled by Mr. Moody.
6/ Consists of (a) 48,355 shares owned by Cleveland Family Limited, a company controlled by Dr. Cleveland, (b) 1,325 shares owned of record by Dr. Cleveland.
14
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, 2002. The Board of Directors intends to continue the services of this firm for the year ending December 31, 2003. 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.
Audit Fees: The total fees billed by Deloitte & Touche LLP in 2002 for professional services in the audit of the Bank's annual financial statements and review of its Forms 10-Q and 10-K was $205,200.
All Other Fees: Deloitte & Touche LLP also received fees of $21,460 for assistance in the preparation of tax returns. The Board of Directors has determined that the provision of non-audit services by Deloitte & Touche LLP is compatible with the maintenance of the auditors' independence.
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, 2003, to be included in the 2004 proxy materials. A shareholder must notify the Company before February 1, 2004 of a proposal for the 2004 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, 2004, proxies solicited by the management of the Company will confer discretionary authority upon the management of the Company to vote upon any such matter.
15
AVAILABLE INFORMATION
A copy of the Company's Annual Report to Shareholders on Form 10-K (the "Form 10-K") is available upon request (except for the exhibits thereto) without charge. Shareholders may request a copy of the Form 10-K by contacting Willard C. Lewis, Citizens Bancshares Corporation, 75 Piedmont Avenue, N.E., Atlanta, Georgia 30303 (Telephone: (404) 659-5959).
16