CITIZENS BANCSHARES, INC.
VILLE PLATTE, LOUISIANA
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING
OF STOCKHOLDERS ON APRIL 13, 2000
The undersigned stockholder(s) of Citizens Bancshares, Inc. of
Louisiana hereby appoint:Carl W.Fontenot, President, or
as attorney and proxy for the undersigned to attend the annual
meeting of the stockholders of Citizens Bancshares, Inc. to be
held on Thursday, April 13, 2000, at 2:30 P.M. at the Main Office
of Citizens Bank at 841 West Main Street, Ville Platte, Louisiana
70586, and any and all adjournments thereof, with full power to
him to appoint and to revoke the appointment of a substitute for
himself, and at such meeting and at any and all adjournments
thereof, to vote as many shares of capital stock of Citizens
Bancshares, Inc. as the undersigned would be entitled to vote if
personally present.
1. To fix the number of directors at twelve (12).
( ) FOR ( ) AGAINST ( ) ABSTAIN
2. To elect twelve (12) directors.
( ) FOR - All Nominees ( ) WITHHOLD AUTHORITY
( ) FOR - All EXCEPT those marked through
(Strike a line through the names of any nominees you do NOT wish
to vote for.
C. Brent Coreil E.J. Deville Bryan L. Fontenot
Carl W. Fontenot Eugene S. Fontenot Jules Hebert
Anita F. Melancon Fredrick Phillips Brod Veillon
K. Wayne Vidrine Joseph West Roderick Young
3. To approve the Board of Directors engagement of Basil M. Lee
and Company as the Corporation's independent auditor for the
financial statement audit for the year ending December 31, 2000.
( ) FOR ( ) AGAINST ( ) WITHHOLD AUTHORITY
4. To act upon such other matters as may properly come before
the meeting or any adjournment thereof.
( ) FOR ( ) AGAINST ( ) WITHHOLD AUTHORITY
This proxy will be voted as specified. If no specific directions
are given, this proxy will be voted as "FOR" each of the above
proposals.
DATE:
SIGNATURE OF SHAREHOLDER
SHAREHOLDER NAME - PLEASE PRINT
Please sign exactly as name appears on the certificate or
certificates representing shares to be voted by this proxy (same
as name appears on envelope containing these proxy materials).
When signing as executor, administrator, attorney, trustee or
guardian, please give full title as such. If a corporation,
please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership
name by authorized persons.
CITIZENS BANCSHARES, INC.
841 West Main Street
Post Office Box 598
Ville Platte, Louisiana 70586
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders:
The annual meeting of shareholders of Citizens Bancshares, Inc.
will be held at the main office of Citizens Bank located at 841
West Main Street, Ville Platte, Louisiana, at 2:30 P.M.,
Thursday, April 13, 2000, for the following purposes.
1. To fix the number of directors at twelve (12).
2. To elect twelve (12) directors.
3. To approve the Board of Directors engagement of Basil M Lee
and Company as the Corporation's independent auditor for the
financial statement audit for the year ending December 31, 2000.
4. To transact any other business as may properly come before
the meeting or any adjournment thereof.
Only shareholders of record on the books of this Corporation at
the close of business on February 1, 2000, will be entitled to
vote at the meeting.
All shareholders are cordially invited to attend the meeting in
person. However, if you are unable to attend and wish to have
your stock voted, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED
PROXY AND RETURN IT IN THE ACCOMPANYING ENVELOPE AS PROMPTLY AS
POSSIBLE. Your proxy may be revoked by appropriate notice to the
Secretary of the Corporation at any time prior to the voting
thereof.
BY ORDER OF THE BOARD OF DIRECTORS
CARL W. FONTENOT, PRESIDENT
Ville Platte, Louisiana
March 14, 2000
CITIZENS BANCSHARES, INC.
841 West Main Street
Post Office Box 598
Ville Platte, Louisiana 70586
PROXY STATEMENT
GENERAL
The accompanying proxy is solicited on behalf of the Board of
Directors of Citizens Bancshares, Inc. (the "Corporation")for use
at the annual meeting of shareholders of the Corporation to be
held April 13, 2000, (the "Annual Meeting") at the time and place
and for the purposes set forth in the accompanying Notice of
Meeting. The date of this Proxy Statement is March 14, 2000.
The shares represented by any proxy in the enclosed form, if it
is properly executed and received at or prior to the Annual
Meeting, will be voted in accordance with the specifications made
thereon. Proxies received on which no specification is made will
be voted in favor of all matters submitted to the shareholders at
the annual meeting as disclosed in the Notice of Annual Meeting
of Shareholders. Proxies are revocable by written notice to the
Secretary of the Corporation at any time prior to their exercise
and will be deemed revoked by attendance and voting at the Annual
Meeting.
All expenses of preparing, printing, and mailing the proxy and
all materials used in solicitation will be borne by the
Corporation. Proxies may also be solicited in person or by
telephone or telegraph by directors, officers, and other
employees of the Corporation, none of whom will receive
additional compensation for such services. The Corporation will
also request brokerage houses, custodians and nominees to forward
these materials to the beneficial owners of the stock held of
record by them and pay the reasonable expenses of such persons
for forwarding the material.
Only shareholders of record at the close of business on February
1, 2000, are entitled to notice of and to vote at the Annual
Meeting. On that date, there were 475 shareholders of record
owning a total of 114,855 shares of common stock, each of which
is entitled to one vote.
A majority of the outstanding capital stock, represented in
person or by proxy, shall constitute a quorum at any meeting of
shareholders, and adjournment thereof. A majority of the votes
cast shall decide every matter submitted to the shareholders at
its meeting.
MANAGEMENT OF THE CORPORATION AND THE BANK
AND ELECTION OF DIRECTORS
Nominations for Directors
Nominations for election to the Board of Directors may be made by
the Board of Directors or by any shareholder of any outstanding
class of stock of the corporation entitled to vote for the
election of directors. Nominations, other than those made by or
on behalf of the existing management of the Corporation, shall be
made in writing and shall be delivered or mailed to the President
of the Corporation not less than thirty (30) days nor more than
sixty (60) days prior to any meeting of stockholders called for
the election of directors. Such notification shall contain the
following information: (a) the name and address of each proposed
nominee; (b) the principal occupation of each proposed nominee;
(c) the total number of shares of capital stock of the
Corporation that are beneficially owned by each proposed nominee;
(d) the name and residence address of the notifying shareholder;
and (e) the number of shares of capital stock of the Corporation
beneficially owned by the notifying shareholder. Nominations not
made in accordance herewith may, in his discretion, be
disregarded by the Chairman of the meeting and upon his
instructions, the vote teller may disregard all votes cast for
each such nominee. The 2001 Annual Meeting is scheduled to be
held on April 12, 2001.
Election of Directors
The Corporation's Articles of Incorporation provide that the
number of directors will be not less than five and not more than
thirty. Resolutions will be offered at the Annual Meeting to fix
the number of directors to be elected at twelve, which is an
increase of three directors, and to elect the nominees listed
below. It is the intention of the persons named in the
accompanying Proxy to vote in favor of those resolutions. Each
director elected at the Annual Meeting will hold office until the
next annual meeting of shareholders of the Corporation or until
his successor is elected and qualified.
Nine of the twelve nominees named below are incumbent directors
of the Corporation. Four of the nine incumbent directors were
appointed by the Corporation's Board of Directors in January,
2000, to fill Board vacancies. The three new nominees will fill
the new board positions. If any nominee becomes unavailable for
any reason, the shares represented by the proxies will be voted
for such person, if any, as may be designated by the Board of
Directors of the Corporation. Management has, however, no reason
to believe that any nominee will be unavailable.
The information below sets forth the age, principal occupation or
employment, and the amount and nature of beneficial ownership of
common stock of the Corporation which was furnished by each
nominee for election. Unless otherwise indicated, (1) all
nominees have been with the same organization in essentially the
same position as listed below for the past five years, and (2)
the nominees own, with sole voting and investment power,
sufficient numbers of shares to meet the banking laws
requirements to serve on this Corporation's board.
NOMINEES
Name, Age & Year(1), Position Shares of Percent
&
Principal Offices Held With Stock Owned Of
Occupation Corp. Bank Beneficially Class
C. Brent Coreil (50) Director Director 438 0.38%
District Attorney (2) (2000) (2000)
E. J. Deville (66) New Director 365 0.32%
Retired Businessman Nominee (2000)
Bryan L. Fontenot Director Director 900 0.78%
(52)
Farmer (2000) (2000)
Carl W. Fontenot (56) Director Director 9,001(a) 7.84%
President & CEO of (1983) (1975)
Corporation & Bank
(5)
Eugene S. Director Director 8,196(b) 7.14%
Fontenot(60)
Majority Shareholder & Secre. & Secre.
&
President, Euco (1983) (1975)
Finance Co., Inc.
Jules Hebert (67) Director Director 2,444 2.13%
President of Farmers (1983) (1980)
Gas Co., Inc.
Anita F. Melancon Director Director 450 0.39%
(44)
Public Relations/ & V.P. & V.P.
Education Director, (2000) (2000)
Savoy Medical Ctr.
(5)
Fredrick Phillips Director Director 1,834 1.60%
(72)
General Contractor (1983) (1975)
Brod Veillon (49) Director Director 500 0.44%
Commander, Louisiana (2000) (2000)
Air National Guard
(3)
K. Wayne Vidrine (42) New Director 255 0.22%
Exec. Vice President, Nominee, (2000)
Cashier, Citizens Treas.
Bank
Joseph West (38) New Director 405 0.35%
General Contractor Nominee (2000)
Roderick Young (67) Director Director 3,979(c) 3.47%
Businessman/Investor (1983) (1977)
EXECUTIVE OFFICERS
Stephen Mayeux(4) N/A Senior 10 0.01%
(42)
V.P.
All Directors and Total Shares and
Officers as a Group Percentage Owned 28,777 25.06%
(13 persons)
==================
1) Indicates year in which each Director was first elected to the
Board of Directors. Each such Director has served continuously
since that year.
2) Mr. Coreil has been practicing law in Evangeline Parish,
Louisiana, since 1974 and has been the Evangeline Parish District
Attorney since 1997.
3) Mr. Veillon has served in this capacity since 1997; prior to
becoming Commander, Mr. Veillon has served in other officer
capacities with the Louisiana Air National Guard.
4) In February of 1994, Mr. Mayeux was hired as Senior Vice
President of Citizens Bank. From May, 1998, through October,
1998, Mr. Mayeux resigned his position with Citizens Bank for
personal reasons; upon his return he was reinstated as Senior
Vice President of Citizens Bank.
5) Carl W. Fontenot and Anita F. Melancon are related as brother
and sister.
=================
(a) Includes 555 shares on which Mr. Carl W. Fontenot shares
voting and investment power.
(b) Includes 7,805 shares on which Mr. Eugene S. Fontenot shares
voting and investment power.
(c) Includes 200 shares on which Mr. Roderick Young shares voting
and investment power.
The Board of Directors of Citizens Bank met 16 times during 1999
and the Board of Directors of Citizens Bancshares, Inc. met three
times during 1999. No director attended fewer than 75% of the
aggregate of (1) total number of meetings of the Board of
Directors held during the period when he served as a director,
and (2) the total number of meetings of all committees of the
Board of Directors of Citizens Bank held during the period when
he served as a member of such committees.
The Board of Directors of the Bank has an Executive Committee,
Audit Committee, and Loan Committee. The Executive Committee met
two times during 1999 to consider policy questions including a
review of salaries, bonuses, and directors per diem payments; the
members of the Executive Committee are Carl W. Fontenot, Eugene
S. Fontenot, Anita F. Melancon, Fredrick Phillips, Brod Veillon,
and Roderick Young. The Audit Committee met two times during
1999 to review the external auditor's annual report and to
complete the annual directors' loan review required by the Office
of Financial Institutions; the members of the Audit Committee are
E.J. Deville, Bryan Fontenot, Jules Hebert, and Joey West. The
Loan Committee met 26 times during 1999 to consider loan
applications and to review delinquent loans. The Bank's Board of
Directors has neither a nomination committee nor a compensation
committee. The nominating committee's function is performed by
the Board of Directors. Shareholders wanting to make nominations
are requested to follow the procedures delineated under
Nominations for Directors included in this proxy statement. As
indicated above, compensation matters are reviewed by the Bank's
Executive Committee.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the
only persons who, on February 1, 2000, were known by the
Corporation to own beneficially more than 5 percent of the
outstanding capital stock of the Corporation. Unless otherwise
indicated, the shares are held with sole voting and investment
power.
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership Percent of Class
Carl W. Fontenot 9,001(1) 7.84%
1243 Heritage Road
Ville Platte, LA 70586
Eugene S. Fontenot 8,196(2) 7.14%
1902 Chicot Park Road
Ville Platte, LA 70586
Percy J. Fontenot 21,999(3)(5) 19.16%
5581 Vidrine Road
Ville Platte, LA 70586
LaFourche Resources, 11,478(4) 9.99%
Inc.
1243 Heritage Road
Ville Platte, LA 70586
Otis Fontenot 6,429 5.60%
3535 Vidrine Road
Ville Platte, LA 70586
================
(1) Includes 8,446 shares of which Mr. Carl W. Fontenot has
direct ownership, and 555 shares owned by a corporation of which
he is a principal shareholder.
(2) Includes 391 shares of which Mr. Eugene S. Fontenot has
direct ownership, and 7,805 shares owned by Euco Finance Co.,
Inc., of which he is the majority shareholder and President.
(3) Includes 1,474 shares titled under Percy J. Fontenot Family
Trust, for which Mr. Percy J. Fontenot is understood to be the
grantor and trustee, and 20,525 shares owned by corporations of
which he is the deemed to exercise control. Included in the
20,525 are: 11,478 shares owned by LaFourche Resources, Inc.;
4,000 shares owned by Percy J. Fontenot, Inc.; 3,197 shares owned
by Evangeline Resources, Inc.; and 1,850 shares owned by
Christmas Loan Company, Inc.
(4) These shares are included in the amounts beneficially owned
by Mr. Percy J. Fontenot.
(5) Ms. Anita F. Melancon has direct ownership of 450 shares of
Corporation stock. Ms. Melancon is also a trustee of the Percy J.
Fontenot Family Trust which owns 1,474 shares of Corporation
stock and an officer and/or director of Lafourche Resources,
Inc., and Percy J. Fontenot, Inc.; her father, Mr. Percy J.
Fontenot, is deemed to exercise control over these entities.
EXECUTIVE COMPENSATION
The following table sets forth the total annual compensation paid
or accrued by the Company and Bank to or for the account of the
Chief Executive Officer. No other executive officer earned
$100,000 or more in any of three years covered by the table.
ANNUAL COMPENSATION
Name and
Principal All Other
Position Years Salary Bonus Compensation
Carl W. Fontenot, 1999 $91,202 $12,500 $39,313
President & CEO of 1998 $91,202 $11,500 $39,252
Citizens Bank and 1997 $87,002 $11,500 $20,582
Citizens Bancshares,
Inc.
All other compensation represents amounts accrued in each year in
connection with a deferred compensation contract with Mr.
Fontenot of $26,313 in 1999, $26,252 in 1998, and $8,782 in 1997,
and directors fees paid to Mr. Fontenot of $13,000 in 1999,
$13,000 in 1998, and $11,800 in 1997.
The Bank does not provide personal benefits of a value in excess
of the lesser of $50,000 or 10% of the reported compensation. It
is the Bank's policy to provide certain personal benefits to
executive officers, provided there is a beneficial effect on the
business of the Bank. Such benefits include an automobile
provided for the President used in the everyday banking business
of the Bank, such as customer solicitation, courier service
between the main office and the branch, and attendance of
business meetings.
In 1999, the Bank had deferred compensation arrangements with two
senior officers and a Savings Incentive Match Plan for Employees
(SIMPLE). The SIMPLE plan permits employee participation under
limited eligibility requirements; the Bank matches employee
amounts up to 3 percent of each participating employee's
compensation.
DIRECTORS COMPENSATION
In 1999, Directors were paid $500 for attendance at each meeting
of the full Board of Directors. In addition, Directors serving
on committees were paid $125 for attendance of each committee
meeting.
LOANS TO BANK DIRECTORS AND EXECUTIVE OFFICERS
The Bank has had, and expects to have in the future, banking
transactions in an ordinary course of business with directors,
officers, and principal shareholders and their associates, on the
same terms, including interest rates and collateral on loans, as
those prevailing at the same time for comparable transactions
with others.
The largest aggregate amount of indebtedness of the directors,
executive officers, principal shareholders and all their
associates during 1999 was $610,643 on January 31, 1999,
representing 4.9 percent of the Bank's equity capital accounts.
The balance of such aggregate indebtedness at December 31, 1999,
was $553,446, representing 4.5 percent of the Bank's equity
capital accounts. These loans were made in the ordinary course
of business, on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for
comparable transactions with other persons and, in the opinion of
the Board of Directors of the Bank, did not involve more than the
normal risk of collectibility or present other unfavorable
features.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company's principal accountant is Basil M. Lee and Company.
This firm has been the Company's independent auditors for the
past seventeen (17) years. It is not expected that a
representative of Basil M. Lee and Company will be present at the
meeting.
The Bank retains the firm of D.J. Marcantel, Certified Public
Accountant, to perform non-audit services such as providing
consultation and advisory services with respect to accounting and
tax matters arising from time to time from the Bank's normal
operation.
SHAREHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
If a shareholder intends to submit a shareholder proposal at the
2001 Annual Meeting and the shareholder wants his/her proposal to
be included in the Corporation's Proxy Statement for the 2001
Annual Meeting, then the Corporation must receive the shareholder
proposal at the Corporation's principal executive office no later
than the close of business on November 13, 2000.
If a shareholder does not submit his/her proposal for inclusion
in the Corporation's Proxy Statement for the 2001 Annual Meeting,
but intends to submit his/her proposal directly at the 2001
Annual Meeting, management will be able to vote proxies in its
discretion on a shareholder proposal submitted directly at the
Annual Meeting if the Corporation: (1) receives notice of the
shareholder before the close of business on January 27, 2001, and
advises shareholders in the 2001 Proxy Statement about the nature
of the matter and how management intends to vote on such matter;
or (2) does not receive notice of the shareholder proposal prior
to the close of business on January 27, 2001.
Shareholder proposals or notices of intention to present
shareholder proposals at the 2001 Annual Meeting should be
addressed to Carl W. Fontenot, President, Citizens Bancshares,
Inc., 841 West Main Street, Ville Platte, Louisiana 70586.
2001 ANNUAL MEETING DATE
The 2001 Annual Meeting is scheduled for April 12, 2001.
OTHER MATTERS
At the time of the preparation of this Proxy Statement, the
Corporation had not been informed of any matters to be presented,
by or on behalf of the Corporation or its management, for action
at the Annual Meeting other than those listed in the Notice of
Meeting and referred to herein. If any other matters come before
the Annual Meeting or any adjournment thereof, the persons named
in the enclosed Proxy will vote on such matters according to
their best judgment.
ANY SHAREHOLDER MAY, BY WRITTEN REQUEST, OBTAIN WITHOUT CHARGE A
COPY OF THE CONSOLIDATED REPORT OF THE CORPORATION AND THE BANK
ON FORM 10-KSB FOR THE YEAR ENDING DECEMBER 31, 1999. REQUESTS
SHOULD BE ADDRESSED TO CARL W. FONTENOT, PRESIDENT, CITIZENS
BANCSHARES, 841 WEST MAIN STREET, VILLE PLATTE, LOUISIANA 70586.
Shareholders are urged to sign the enclosed Proxy, which is
solicited on behalf of the Board of Directors of the Corporation,
and return it at once in the enclosed envelope.
BY ORDER OF THE BOARD OF DIRECTORS
CARL W. FONTENOT, PRESIDENT
Ville Platte, Louisiana
March 14, 2000