SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
May 30, 2002
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(Date of earliest event reported)
CFS Bancshares, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-24625 63-0367958
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1700 Third Avenue North, Birmingham, Alabama 35203
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(Address of principal executive offices) (Zip code)
(205) 328-2041
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address and former fiscal year, if changed since last
report)
Item 5. Other Events
On May 30, 2002, CFS Bancshares, Inc. ("CFSB"), and its wholly owned
subsidiary Citizens Federal Savings Bank ("Citizens Federal") entered into an
Agreement and Plan of Merger (the "Agreement") with Citizens Bancshares
Corporation ("CBC") and Citizens Trust Bank ("CTB"), pursuant to which CBC
will acquire CFSB (the "Merger"). The Agreement calls for CBC to pay $64.62
in cash for each outstanding share of CFSB common stock other than shares
owned by the parties in other than a fiduciary capacity or as a result of
debts previously contracted and other than dissenting shares. The Merger
Consideration of $64.62 per share will increase by $0.07 per month if the
Merger is not completed by August 31, 2002. All options to purchase CFSB
common stock outstanding upon consummation of the Merger will be cancelled and
in consideration of such cancellation, the option holders will receive a cash
payment equal to the difference, if any, between the Merger Consideration and
the exercise price of the options. In addition, Citizens Federal will merge
with CTB, a wholly owned subsidiary of CBC.
Under the terms of the Agreement, in the event the Merger is not
consummated under certain circumstances, CFSB will pay CBC a termination fee
equal to $250,000 plus the out-of-pocket costs and expenses of CBC up to
$200,000. The Merger is subject to various conditions, including the
approval of the Agreement by CFSB's stockholders, the receipt of approvals of
state and federal regulatory authorities, and certain third party consents.
The Merger will be accounted for as a purchase and is currently expected to
close late in the third quarter or in the fourth quarter of 2002.
The foregoing information does not purport to be complete and is
qualified in its entirety by reference to the Agreement attached hereto as
Exhibit 2.1 and made a part hereof by reference thereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
See Exhibit Index
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CFS BANCSHARES, INC.
Date: May 31, 2002 By: /s/ Bunny Stokes, Jr.
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Bunny Stokes, Jr.
Chairman and Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number Description
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2.1 Agreement and Plan of Merger, dated as of May
30, 2002, by and among Citizens Bancshares
Corporation, Citizens Trust Bank, CFS
Bancshares, Inc. and Citizens Federal Savings Bank
99.1* Press release dated May 30, 2002 issued jointly
on May 30, 2002 by CFS Bancshares, Inc. and
Citizens Bancshares Corporation
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(*) Incorporated by reference from the filing made with the Securities and
Exchange Commission on May 30, 2002 by the Company as additional
definitive proxy materials.