CITIZENS BANCSHARES, INC.
VILLE PLATTE, LOUISIANA
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF STOCKHOLDERS ON APRIL 10, 1997
The undersigned stockholder(s) of Citizens Bancshares, Inc.
of Louisiana hereby appoint:
__________________________________ 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 10, 1997 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 9.
( ) FOR ( ) AGAINST ( ) ABSTAIN
2. Election of directors.
( ) FOR - All Nominees ( ) AGAINST - All Nominees
( ) FOR - All EXCEPT those marked through
(Strike a line through the names of any nominees you do
NOT wish to vote for.
Curley Courville J. Jake Fontenot
Fredrick Phillips
Carl W. Fontenot Otis Fontenot J.B. Veillon
Eugene S. Fontenot Jules Hebert Roderick Young
3. To authorize the Board of Directors to engage CPA Firm
for outside audit based on qualified bids.
4. To act upon such other matters as may properly come
before the meeting or any adjournment thereof.
This proxy will be voted as specified. IF NO SPECIFIC
DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR THE
PROPOSALS SET FORTH HEREIN.
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 10, 1997 for the purpose of:
1. To fix the number of directors at nine (9).
2. ELECTION OF DIRECTORS: Elect nine (9) directors.
3. Authorize the Board of Directors to engage CPA Firm for
outside audit based on qualified bids.
4. Transact any other business as may properly come before
the meeting.
Only shareholders of record on the books of this
Corporation at the close of business on February 1, 1997
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 10, 1997
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 10, 1997 (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 10, 1997.
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 Treasurer 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, 1997 are entitled to notice of and to vote at
the Annual Meeting. On that date, there were 439
shareholders of record owning a total of 115,000 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
March 24, 1997 of the Corporation, shall be made in writing
and shall be delivered or mailed to the President of the Corporation
not less than fourteen (14) days nor more than fifty (50) 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 will be voted for 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.
Election of Directors
The Articles of Incorporation of the Corporation
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 nine 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 nine 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 has
been 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, the shares listed.
NOMINEES
NAME, AGE & YEAR,POSITION & SHARES OF PERCENT
PRINCIPAL OFFICES HELD WITH STOCK OWNED OF
OCCUPATION CORP. BANK(1) BENEFICIALLY CLASS
Curley Courville (77) Director Director 3,228 2.81%
Retired Investor (1983) (1975)
Carl W. Fontenot(53) Director Director 8,977(a) 7.81%
President & CEO (1983) (1975)
of Corporation & Bank
Eugene S. Fontenot(57) Director Director 8,196(b) 7.13%
Owner & President of & Sec. & Sec.
of Euco Finance Co., (1983) (1975)
Inc.
J. Jake Fontenot(2) (55)
Attorney at Law Attorney & Attorney & 1,232 1.07%
Director Director
(1983) (1977)
Otis Fontenot(76) Director Director 6,429 5.59%
Planter (1983) (1975)
Jules Hebert(64) Director Director 2,444 2.13%
President of (1983) (1975)
Farmers Gas Co., Inc.
Fredrick Phillips(69) Director Director 1,834 1.59%
General Contractor (1983) (1975)
J.B. Veillon(82) Director Director & 2,620 2.28%
Retired Retail Grocer (1983) Vice-Pres.
(1975)
Roderick Young(64) Director Director 3,354 2.92%
R&R Auto Parts (1983) (1977)
EXECUTIVE OFFICERS
Wayne Vidrine(39) Treasurer Executive 79 .07%
Officer of Corporation (1983) Vice-Pres.&
and Bank Cashier(1988)
Officer of Bank since 1980
Stephen Mayeux(3)(40) N/A Senior Vice-Pres. 0 00%
& Compliance Officer(1994)
All Directors and Officers Total Shares & 38,393 33.38%
as a Group (11 persons) Percentage Owned
==================
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) In February of 1994, Mr. Mayeux was hired as Senior
Vice President/Compliance Officer of Citizens Bank.
Prior to his employment with Citizens Bank, from September
1993 to February 1994, he was employed as a
Stock/Broker/Financial Advisor, and from August 1983 to
September 1993, he was employed by American Security
Bank as Vice President.
=================
(a) Includes 555 shares to which Mr. Fontenot shares voting
and investment power.
(b) Includes 7,805 shares to which Mr. Fontenot shares
voting and investment power.
The Board of Directors of Citizens Bank met 13 times
during 1996 and the Board of Directors of Citizens
Bancshares, Inc. met 3 times during 1996. 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, an Audit Committee, Loan Committee, and
Compliance Committee; the Board has no nomination or
compensation committee. The Executive Committee met 2 times
during 1996 to consider policy questions, review all
operations and concerning salaries and bonuses. The Audit
Committee met 1 time during 1996. The Loan Committee for
the Bank met 33 times during 1996 to approve and review
delinquent loans.
The nominating committee's function is performed by the
Board of Directors. Shareholders wanting to make
nominations should contact members of the Board of Directors
prior to the mailing out of proxy information each year or
by following the procedures under Rights of Dissenting
Shareholders of this Proxy Statement.
The compensation committee's function of reviewing
salaries, bonuses, and directors' per diem payments are
performed by the Executive Committee.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information
regarding the only persons who, on February 1, 1997, 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.
AMOUNT AND NATURE PERCENT
NAME AND ADDRESS OF OF BENEFICIAL OF
BENEFICIAL OWNER OWNERSHIP CLASS
Carl W. Fontenot 8,977(1) 7.81%
Route 5, Box 205
Ville Platte, La. 70586
Eugene S.Fontenot 8,196(2) 7.13%
996 Chicot Park Road
Ville Platte, La. 70586
Percy J.Fontenot 19,933(3) 17.33%
Route 2, Box 144
Ville Platte, La. 70586
LaFourche Resources, Inc. 11,478 9.98%
Route 2, Box 144
Ville Platte, La. 70586
Otis Fontenot 6,429 5.59%
3535 Vidrine Road
Ville Platte, La. 70586
================
(1) Includes 8,422 shares of which Mr. Fontenot has direct
ownership, and 555 shares owned by a corporation of which
Mr. Fontenot is a principal shareholder.
(2) Includes 391 shares of which Mr. Fontenot has direct
ownership, and 7,805 shares owned by Euco Finance Co.,
Inc., of which he is the sole shareholder.
(3) Includes 1,474 shares of which Mr. Percy Fontenot has
direct ownership, and 18,459 shares owned by
corporations of which he is the principal shareholder.
Included in this 18,459 is 11,478 shares owned by
LaFourche Resources, Inc., and 4,000 shares owned by Percy
J. Fontenot, Inc., and 2,981 shares owned by Evangeline
Resources, Inc.
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, Pres. 1996 $ 77,138 $ 11,500 $20,108
& CEO of Citizens 1995 $ 75,002 $ 10,200 $18,471
Bancshares, Inc. & 1994 $ 64,680 $ 10,200 $18,369
All other compensation represents amounts accrued in each
year in connection with a deferred compensation contract
with Mr. Fontenot of $8,208 in 1996, $7,671 in 1995, $7,169
in 1994, and directors fees paid to Mr. Fontenot of $11,900
in 1996, $10,800 in 1995, and $11,200 in 1994.
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 1996, the Bank had no pension or retirement plan,
annuity, employment contract, incentive and compensation
plan or stock plan except deferred compensation plan of life
insurance policies on two executive officers, net premiums
of which are less than 10% of the cash compensation.
However, in December 1996, the Bank adopted a Savings
Incentive Match Plan for Employees (SIMPLE), effective
January 1997.
DIRECTORS COMPENSATION
In 1996, Directors were paid $400.00 for attendance at
each meeting of the full Board of Directors. In addition,
Directors serving on committees were paid $100.00 for
attendance of each meeting of the committees. In 1996, the
law firm of Director Jake Fontenot was paid $10,527.38 in
fees for legal services rendered to the Bank. In addition,
the construction corporation of Director Fredrick Phillips
was paid $39,624.61 in costs for construction services
rendered to the Bank in 1996.
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 1996 was $1,113,931.69 on March
31, 1996, representing 11.95% of the Bank's equity
capital accounts. The balance of such aggregate
indebtedness at December 31, 1996 was $1,013,866.03,
representing 10.88% of the Bank's equity capital accounts.
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 Basil M. Lee and
Company. This firm has been the Company's independent
auditors for the past fourteen (14) 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.
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,
1996. 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 10, 1997