CITIZENS BANCSHARES, INC.
VILLE PLATTE, LOUISIANA
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING
OF STOCKHOLDERS ON APRIL 11, 2002
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 11, 2002 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 Roy
Chenevert, CPA, as the Corporation's independent auditor for the
financial statement audit for the year ending December 31, 2002.
( ) 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
_______________________
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 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 the Corporation, 841 West Main
Street, Ville Platte, Louisiana, at 2:30 P.M., Thursday, April
11, 2002 for the purpose of:
1. To fix the number of directors at twelve (12).
2. Election of Directors: Elect twelve (12) directors.
3. To approve the Board of Directors engagement of Roy
Chenevert, CPA, as the Corporation's independent auditor for the
financial statement audit for the year ending December 31, 2002.
4. 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, 2002 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 Company
at any time prior to the voting thereof.
BY ORDER OF THE BOARD OF DIRECTORS
CARL W. FONTENOT, PRESIDENT
Ville Platte, Louisiana
March 12, 2002
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 11, 2002 (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 12,2002.
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, 2002 are entitled to notice of and to vote at the Annual
Meeting. On that date, there were 474 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
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
2003 Annual Meeting is scheduled to be held on April 10, 2003.
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 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
and until his successor is elected and qualified.
All of the twelve nominees named below are incumbent directors of
the Corporation. 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 set forth below as to age, principal occupation
or employment, the amount and nature of beneficial ownership of
common stock of the Corporation 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, Position & Shares of Percent
Principal Offices Held With Stock Owned of
Occupation Corp. Bank Beneficially Class
C. Brent Coreil (52) Director Director 448 .39%
District Attorney (2) (2000) (2000)
E. J. Deville (68) Director Director 320 .28%
Retired Businessman (2000) (2000)
Bryan Fontenot (54) Director Director 1,027 .89%
Farmer (2000) (2000)
Carl W. Fontenot (58) Director Director 9,152(a) 7.97%
President & CEO of (1983) (1975)
Corp. & Bank (5)
Eugene S. Fontenot(62) Director Director 8,196(b) 7.14%
Majority Shareholder & & Secre. & Secre.
President,Euco Finance (1983) (1975)
Jules Hebert (69) Director Director 2,444 2.13%
President of Farmers (1983) (1980)
Gas Co., Inc.
Anita F. Melancon (46) Director Director 450 .39%
Assistant General & Vice & Vice
Mangager, Southwest Pres. Pres.
Fidelity Corp. (5) (2000) (2000)
Fredrick Phillips (74) Director Director 1,959(c) 1.71%
General Contractor (1983) (1975)
Brod Veillon (51) Director Director 536 .47%
Assistant Adjutant (2000) (2000)
General/Director of
Youth Challenge
Program (3)
K. Wayne Vidrine (44) Director Director 493 .43%
Exec. Vice President, (2000) (2000)
Cashier, Citizens Bank
Joseph West (40) Director Director 405 .35%
General Contractor (2000) (2000)
Roderick Young (69) Director Director 4,359(d) 3.80%
Businesman/Investor (1983) (1977)
EXECUTIVE OFFICERS
Stephen Mayeux(4) (44) Sr. Vice 25 .02%
Pres.
(1994)
All Directors and Total Shares & 29,814 26%
Officers as a Group Percentage Owned
(13 persons)
==================
1)Indicates years with 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 2001; prior to
becoming Assistant Adjutant General, Mr. Veillon served as
Commander and in other official 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)Mrs. Melancon has served in this capacity since February 1,
2001. Prior to that time, she served as Public
Relations/Education Director of Savoy Medical Center. Carl W.
Fontenot and Anita F. Melancon are related as brother and sister.
=================
(a)Includes 555 shares to which Mr. Fontenot shares voting and
investment power and 151 shares owned by his spouse.
(b)Includes 7,805 shares to which Mr. Fontenot shares voting and
investment power.
(c)Includes 125 shares owned by Mr. Phillips' spouse.
(d)Includes 580 shares to which Mr. Young shares voting and
investment power.
The Board of Directors of Citizens Bank met 13 times during 2001
and the Board of Directors of Citizens Bancshares, Inc. met 2
times during 2001. 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
1 time during 2001 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 1 time
during 2001 to review the external auditor's annual report and to
complete the annual directors' Report of Examination required by
the Office of Financial Institutions; the members of the Audit
Committee are E.J. Deville, Bryan Fontenot, Jules Hebert, and
Joseph West. The Loan Committee met 27 times during 2001 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.
AUDIT COMMITTEE REPORT
The Audit Committee of the Bank makes this report in accordance
with Federal securities laws applicable to nonlisted small
business SEC registrants. The Audit Committee has: (1) reviewed
and discussed the Company's audited financial statements with
management; (2) discussed with the Company's independent auditor
the matters required to be discussed by Statement on Auditing
Standards 61; and (3) received the written disclosures and the
letter from the independent accountant required by Independence
Standards Board Standard No. 1. Based on its foregoing review
and discussions, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included in
the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2001.
Audit Committee:
E.J. Deville
Bryan Fontenot
Jules Hebert
Joseph West
The Audit Committee, which is appointed by the President/CEO, has
not adopted a written charter. All Audit Committee members are
deemed independent under the AMEX's listing standards tests for
independence.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the
only persons who, on February 1, 2002, were known by the
Corporation to own beneficially more than 5% 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 Percent of
Beneficial Owner Beneficial Ownership Class
Carl W. Fontenot 9,152(1) 7.97%
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 22,069(3)(5) 19.22%
5581 Vidrine Road
Ville Platte, LA 70586
LaFourche Resources, Inc. 11,478(4) 9.99%
1243 Heritage Road
Ville Platte, LA 70586
================
(1)Includes 8,597 shares, of which Mr. Fontenot has direct
ownership, and 555 shares owned by a corporation of which Mr.
Fontenot is a principal shareholder, and 151 shares owned by his
spouse.
(2)Includes 391 shares of which Mr. Eugene 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 of which Mr. Percy Fontenot has direct
ownership, and 18,745 shares owned by corporations of which he is
the principal shareholder. Included in this 18,745 are 11,478
shares owned by LaFourche Resources, Inc., and 4,000 shares owned
by Percy J. Fontenot, Inc., and 3,267 shares owned by Evangeline
Resources, Inc.; and 1,850 owned by Christmas Loan Co., 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, 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. 2001 $98,942 $15,000 $44,405
Fontenot, 2000 $98,942 $15,000 $41,715
Pres.
& CEO 1999 $91,202 $12,500 $39,313
of
Citizens
Bancshares,
Inc. &
Citizens Bank
All other compensation represents amounts accrued in each year in
connection with a deferred compensation contract with Mr.
Fontenot of $30,255 in 2001, $28,215 in 2000, $26,313 in 1999,
and directors fees paid to Mr. Fontenot of $14,150 in 2001,
$13,500 in 2000, and $13,000 in 1999.
The Bank does not provide personal benefits of a value in excess
of the lesser of $25,000 or 10% of the reported compensation. It
is the Bank's policy to provide certain personal benefits to
executive officers and directors, 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 2001, 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 2001, Directors were paid $550.00 for attendance at each
meeting of the full Board of Directors. In addition, Directors
serving on committees were paid $150.00 for attendance of each
meeting of the committees.
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 2001 was $1,001,308.00 on July 31, 2001,
representing 7.58% of the Bank's equity capital accounts as of
that date. The balance of such aggregate indebtedness at
December 31, 2001 was $718,055.87, representing 5.32 % of the
Bank's equity capital accounts as of that date. These loans were
made in the ordinary course of business, 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 Roy Chenevert, CPA,
(formerly operating as Basil M. Lee and Company). This firm has
been the Company's independent auditors for the past nineteen
(19) years. It is not expected that a representative of Roy
Chenevert, CPA, will be present at the meeting.
Audit Fees
Roy Chenevert, CPA, has billed the Company $28,950.00 in the
aggregate, for professional services rendered by his firm for the
audit of the annual financial statements for the year 2001 and
the reviews of the interim financial statements included in the
quarterly reports on form 10-QSB for the year 2001. No other
fees were billed and no other services were rendered by his firm
for the year 2001.
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 PROPOSAL FOR THE 2003 ANNUAL MEETING
If a shareholder intends to submit a shareholder proposal at the
2003 Annual Meeting and the shareholder wants his/her shareholder
proposal to be included in the Corporation's Proxy Statement for
the 2003 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 11, 2002.
If a shareholder does not submit his/her shareholder proposal for
inclusion in the Corporation's Proxy Statement for the 2003
Annual Meeting, but intends to submit his/her shareholder
proposal directly at the 2003 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 proposal
before the close of business on January 23, 2003, and advises
shareholders in the 2003 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 23, 2003.
Shareholder proposals or notices of intention to present
shareholder proposals at the 2003 Annual Meeting should be
addressed to Carl W. Fontenot, President/CEO, Citizens
Bancshares, Inc., 841 West Main Street, Ville Platte, Louisiana
70586.
2003 ANNUAL MEETING DATE
The 2003 Annual Meeting is scheduled for April 10, 2003.
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, 2001. REQUESTS
SHOULD BE ADDRESSED TO CARL W. FONTENOT, CITIZENS BANK, 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 Bank, and
return it at once in the enclosed envelope.
BY ORDER OF THE BOARD OF DIRECTORS
CARL W. FONTENOT, PRESIDENT
Ville Platte, Louisiana
March 12, 2002