Item 1. BUSINESS - -----------------
(a) General Development of Business -------------------------------
Citizens Bancshares, Inc. ("the Corporation") is a bank holding company organized in 1982 under the laws of the State of Ohio and registered with the Board of Governors of the Federal Reserve Board pursuant to the Bank Holding Company Act of 1956, as amended. The Corporation has two wholly-owned subsidiary banks, a wholly-owned reinsurance company subsidiary and a wholly-owned courier company subsidiary.
THE CITIZENS BANKING COMPANY ("Citizens"), owned by the Corporation since 1982, was organized and chartered under the laws of the State of Ohio in 1902. Citizens is an insured bank under the Federal Deposit Insurance Act. This subsidiary accounts for approximately 96% of the Corporation's consolidated assets.
FIRST NATIONAL BANK OF CHESTER ("FNB"), owned by the Corporation since January 1, 1990, was organized and chartered as a national banking association under the laws of the United States on December 29, 1969 and formally opened for business on January 2, 1970. FNB is an insured bank under the Federal Deposit Insurance Act. This subsidiary accounts for approximately 4% of the Corporation's consolidated assets.
FREEDOM FINANCIAL LIFE INSURANCE COMPANY ("Freedom"), owned by the Corporation since August 1985, was organized and chartered under the laws of the State of Arizona in 1985. Freedom is a reinsurance company providing credit life and accident and health insurance coverage to Citizens' and FNB's loan customers. This subsidiary accounts for less than 1% of the Corporation's consolidated assets.
FREEDOM EXPRESS, INC. ("Express"), owned by the Corporation since 1994, was chartered under the laws of the State of Ohio in 1984. Express is a courier company formed to transport papers and documents between and among the states of Ohio, Pennsylvania and West Virginia. This subsidiary accounts for less than 1% of the Corporation's consolidated assets.
(b) Industry Segment Information ----------------------------
The Corporation is a bank holding company engaged in the business of commercial and retail banking, which accounts for substantially all of its revenue, operating income and assets. Reference is made to the statistical information regarding the Corporation included elsewhere herein and to Item 8 of this Form 10-K for financial information about the Corporation's banking business.
(c) Business --------
The Corporation's business is primarily incident to its two subsidiary banks. Its principal products and services involve collecting customer deposits, making loans and purchasing investments.
Interest and fees on loans accounted for 72.0% of total revenue in 1996, 70.6% in 1995 and 70.0% in 1994. Interest on securities is also a significant source of revenue, accounting for 21.4% of revenues in 1996, 22.6% in 1995 and 24.0% in 1994, respectively. Total cash and cash equivalents of $27,367,000 at year-end 1996 decreased $13,559,000 from year-end 1995. Citizens' loan portfolio does not include any foreign-based loans, loans to lesser developed countries, or loans to the corporation or its other subsidiaries.
The Corporation's business is not seasonal nor is it dependent upon a single or small group of customers. In the opinion of management, the Corporation does not have exposure to material costs associated with environmental hazardous waste clean-up.
The acquisition of The Navarre Deposit Bank Company in 1996 was accounted for as a pooling of interests. All prior periods have been restated to reflect the merger.
Competition-
The primary market area for Citizens is eastern Ohio and consists of all of Columbiana County, all of Carroll County, portions of Stark and Mahoning counties and the northern 75% of Jefferson County. A secondary market area is the southern portion of Jefferson County, the panhandle of West Virginia north of Follansbee, and a small portion of Pennsylvania south of Beaver and west of Darlington to the Ohio border.
FNB's primary market area is Hancock County, West Virginia, with overlap into the East Liverpool, Ohio market.
Citizens competes not only with other locally owned commercial banks and savings institutions, but with larger regional financial institutions in offering consumer and commercial financial service products.
FNB primarily competes with locally owned commercial banks, credit unions and savings institutions.
Employees-
The Corporation has no employees; however, Citizens and FNB employ approximately 355 full-time equivalents. The Corporation and its subsidiary banks are not parties to any collective bargaining agreements. Management considers its relationship with its employees to be good.
Financial Information about Foreign and Domestic Operations and Export Sales-
The Corporation and its subsidiaries do not have any banking offices located in a foreign country and with the exception of a $5,000 State of Israel bond, has no foreign assets, liabilities or related income and expense for the years presented in the financial statements incorporated by reference herein.
Supervision and Regulation-
Management is not aware of any current recommendations by regulatory authorities which, if they were to be implemented, would have a material effect on the Corporation.
The Corporation is a bank holding company under the Bank Holding Company Act of 1956, as amended, which restricts the activities of the Corporation and the acquisition by the Corporation of voting stock or assets of any bank, savings association or other company. The Corporation is also subject to the reporting requirements of, and examination and regulation by, the Board of Governors of the Federal Reserve Bank on transactions with affiliates, including any loans or extensions of credit to the bank holding company or any of its subsidiaries, investments in the stock or other securities thereof and the taking of such stock or securities as collateral for loans to any borrower; the issuance of guarantees, acceptances or letters of credit on behalf of the bank holding company and its subsidiaries; purchases or sales of securities or other assets; and the payment of money or furnishing of services to the bank holding company and other subsidiaries. Banks and bank holding companies are prohibited from engaging in certain tie-in arrangements in connection with extensions of credit or provision of property or services.
Bank holding companies are also restricted in acquiring shares or substantially all of the assets of any bank located outside the state in which the operations of the holding company's banking subsidiaries are principally conducted. Such an acquisition must be specifically authorized by statute of the state of the bank whose shares or assets are to be acquired. Ohio laws permit interstate banking on a reciprocal basis. Bank holding companies and banks located in Ohio may acquire or organize bank holding companies and banks in other states; conversely, bank holding companies and banks in such states may acquire or organize bank holding companies or acquire or charter banks in Ohio if the other state enacts effective reciprocal legislation granting Ohio bank holding companies and banks the same or greater authority.
Banks-
As an Ohio chartered bank, Citizens is supervised and regulated by the Ohio Division of Financial Institutions. As a national bank, FNB is supervised and regulated by the Comptroller of the Currency. The deposits of Citizens and FNB are insured primarily by the Bank Insurance Fund ("BIF") of the Federal Deposit Insurance Corporation ("FDIC") and both entities are subject to the applicable provisions of the Federal Deposit Insurance Act. Approximately $131,900,000 of Citizens' deposits are insured by the Savings Association Insurance Fund of the FDIC. A subsidiary of a bank holding company can be liable for reimbursing the FDIC if the FDIC incurs or anticipates a loss because of a default of another FDIC insured subsidiary of the bank holding company or FDIC assistance provided to such subsidiary is in danger of default.
Various requirements and restrictions under the laws of the United States and the State of Ohio affect the operations of Citizens and FNB, including requirements to maintain reserves against deposits, restrictions on the nature and amount of loans which may be made and the interest rate which may be charged thereon, restrictions relating to investments and other activities, limitations based on capital and surplus, limitations on payment of dividends and limitations on branching.
The Federal Reserve Board has adopted risk-based capital guidelines for bank holding companies and for state member banks. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk weighted assets by assigning assets and off-balance sheet items to broad risk categories. FNB is subject to similar capital requirements adopted by the Comptroller of the Currency, and Citizens is subject to similar capital requirements adopted by the FDIC and the Ohio Division of Financial Institutions.
The Corporation and its subsidiaries currently satisfy all regulatory capital requirements. Failure to meet the capital guidelines could subject a banking institution to a variety of enforcement remedies available to federal regulatory authorities, including the termination of deposit insurance by the FDIC.
CERTAIN STATISTICAL INFORMATION REGARDING THE CORPORATION ---------------------------------------------------------
The following schedules present, for the periods indicated, certain financial and statistical information relative to the Corporation as required under the Securities and Exchange Commission's Industry Guide 3,
"Statistical Disclosure By Bank Holding Companies," or a specific reference as to the location of the required disclosures in the Corporation's 1996 Annual Report to Shareholders (Exhibit 13), portions of which are incorporated in this Form 10-K by reference.
I. A. and B. AVERAGE BALANCE SHEET AND RELATED ANALYSIS OF NET INTEREST ---------------------------------------------------------- EARNINGS: ---------
The information set forth under the heading "Financial Review -- Average Balance Sheets and Related Yields and Rates" on page 30 of the Corporation's 1996 Annual Report to Shareholders is incorporated herein by reference.
C. INTEREST RATES AND INTEREST DIFFERENTIAL RATE VOLUME ANALYSIS OF ---------------------------------------------------------------- CHANGES IN INTEREST INCOME AND INTEREST EXPENSE: ------------------------------------------------
The information set forth on page 31 of the Corporation's 1996 Annual Report to Shareholders is incorporated herein by reference.
II. INVESTMENT PORTFOLIO -------------------- A. The amortized costs, unrealized gains and losses and estimated fair values are as follows at December 31:
II. INVESTMENT PORTFOLIO (Continued) --------------------------------
II. INVESTMENT PORTFOLIO (Continued) -------------------------------
II. INVESTMENT PORTFOLIO (Continued) --------------------------------
B. The following is a schedule of maturities or next rate adjustment date of securities available for sale and the related weighted average yield as of December 31, 1996. This schedule is prepared using estimated fair value except for the yields which are calculated using the amortized cost of the related securities. Equity securities of $12,377,000 have been excluded from this schedule.
MATURITY OR NEXT RATE ADJUSTMENT DATE (dollars in thousands)
The following is a schedule of maturities or next rate adjustment date of each category of securities held to maturity and the related weighted average yield as of December 31, 1996. This schedule is prepared with the amortized cost of a security maturing or being placed within the time bracket at the next interest rate adjustment without regard to principal repayment.
MATURITY OR NEXT RATE ADJUSTMENT DATE (dollars in thousands)
II. INVESTMENT PORTFOLIO (Continued) --------------------------------
The weighted average yield is based on the effective yield for all bonds. The yields on the tax exempt portfolio have been adjusted for a tax equivalency rate of 35%. Mortgage-backed securities have been classified at their final stated maturity date, except for variable rate securities which are classified at their next rate adjustment date.
C. Excluding those holdings of the investment portfolio in U.S. Treasury securities and other agencies and corporations of the U.S. Government, there were no investments in securities of any one issuer which exceeded 10% of consolidated shareholders' equity of the Corporation at December 31, 1996.
III. LOAN PORTFOLIO --------------
A. TYPES OF LOANS - Total loans on the consolidated balance sheet are comprised of the following classifications at December 31.
B. MATURITIES AND SENSITIVITIES OF LOANS TO CHANGES IN INTEREST RATES - The following is a schedule of maturities and sensitivities of loans to changes in interest rates, excluding $1,158,000 in nonaccrual loans as of December 31, 1996:
MATURING OR NEXT RATE ADJUSTMENT DATE - - - -
III. LOAN PORTFOLIO (Continued) --------------------------
C. Risk Elements -------------
1) Nonaccrual, Past Due and Restructured Loans at December 31.
III. LOAN PORTFOLIO (Continued) -------------------------
(dollars in thousands) Information regarding impaired loans at December 31:
1) The policy for placing loans on nonaccrual status is to cease accruing interest on loans when management believes that the collection of interest is doubtful, or when loans are past due as to principal and interest ninety days or more, except that in certain circumstances interest accruals are continued on loans deemed by management to be fully collectible. In such cases, the loans are individually evaluated in order to determine whether to continue income recognition after ninety days beyond the due dates. When loans are charged-off, any interest accrued in the current fiscal year is charged against interest income.
2) Potential Problem Loans - As of December 31, 1996, there were approximately $2,060,000 of loans representing the remaining balances of loans classified as substandard for regulatory purposes that have not been disclosed in Item III C. These loans and their potential loss exposure have been considered in management's analysis of the adequacy of the allowance for loan losses. These loans do not represent trends or uncertainties which management reasonably expects will materially impact future operating results, liquidity, or capital resources.
3) Foreign Outstandings - There were no foreign outstandings for any year presented.
4) Loan Concentrations - As of December 31, 1996, there were no concentrations of loans greater than 10% of total loans which were not otherwise disclosed as a category of loans pursuant to Item III.A. above. Also refer to Note 1 to the Consolidated Financial Statements regarding concentration of credit risk on page 17 of the 1996 Annual Report to Shareholders incorporated herein by reference. Citizens provided financing to enterprises involved in purchasing pools of one-to-four family residential, home equity and other consumer loans. Such loans totaled approximately $65,464,000 at December 31, 1996. The source of repayment for these loans is the underlying pools of residential mortgage and consumer debt which represent diverse loan types and geographic distribution.
III. LOAN PORTFOLIO (Continued) --------------------------
5) No material amount of loans classified during Citizens' and FNB's most recent regulatory examinations as loss, substandard, doubtful or special mention have been excluded from the amounts discussed as nonaccrual, past due ninety days or more, restructured or potential problem loans.
D. OTHER INTEREST BEARING ASSETS - As of December 31, 1996, there were no other interest bearing assets that would be required to be disclosed under Item III.C.1. if such assets were loans.
IV. SUMMARY OF LOAN LOSS EXPERIENCE -------------------------------
A. The following schedule presents an analysis of the allowance for loan losses, average loan data and related ratios for the years ended December 31:
- ---------------------- (1) Net of unearned income.
IV. SUMMARY OF LOAN LOSS EXPERIENCE (Continued) -------------------------------------------
The allowance for loan losses balance and the provision charged to expense are determined by management based upon periodic reviews of the loan portfolio, prior loan loss experience, economic conditions and various other circumstances which are subject to change over time. In making this judgment, management reviews selected large loans, delinquent loans, nonaccrual loans and problem loans. The collectibility of these loans is evaluated after considering the current financial position of the borrower, the estimated market value of the collateral and guarantees, and the priority of the Corporation's lien position. Subjective judgments as to the probability of loss and the amount of such loss are formed on these loans, as well as other loans in the aggregate.
B. The following schedule is a breakdown of the allowance for loan losses allocated by type of loan and related percentages.
IV. SUMMARY OF LOAN LOSS EXPERIENCE (Continued) -------------------------------------------
While management's periodic analysis of the adequacy of the allowance for loan losses may allocate portions of the allowance for specific problem loan situations, the entire allowance is available for any loan charge-offs that occur.
V. DEPOSITS --------
The following is a schedule of average deposit amounts and average rates paid on each category for the period indicated:
V. DEPOSITS (Continued) ---------------------
The following is a schedule of maturities of time deposits in amounts of $100,000 or more as of December 31, 1996:
VI. RETURN ON EQUITY AND ASSETS ---------------------------
The information required by this section is set forth under the heading "Selected Financial Data" on pages 28 and 29 of the Corporation's 1996 Annual Report to Shareholders and is incorporated herein by reference.
VII. SHORT-TERM BORROWINGS ---------------------
The following table sets forth certain information relative to the securities sold under agreements to repurchase and Federal funds purchased. Generally, repurchase agreements are sold to local government entities and businesses and have maturity terms of overnight to 30 days. Federal funds purchased generally have overnight terms.
Item 2.
Item 2. PROPERTIES
The Corporation does not own any properties. Citizens owns the properties listed below. All properties owned by Citizens are free from any major encumbrances.
Citizens also leases six offices located in Alliance, Canton, Wintersville, East Liverpool, Boardman and Struthers, Ohio.
FNB owns its one branch located at 253 Carolina Avenue, Chester, West Virginia. In the opinion of management, the properties owned or leased by Citizens and FNB are suitable and adequate for the continuing operations of the Corporation and its subsidiaries.
Item 3.
Item 3. LEGAL PROCEEDINGS. ------------------
There is no pending litigation, other than routine litigation incidental to the business of the Corporation and its affiliates, or of a material nature involving or naming the Corporation or any of its affiliates as a defendant. Further, there are not material legal proceedings in which any director, executive officer, principal shareholder or affiliate of the Corporation is a party or has a material interest which is adverse to the Corporation or any of its affiliates. None of the routine litigation in which the Corporation or any of its affiliates are involved is expected to have a material adverse impact upon the financial position or results of operations of the Corporation or any of its affiliates.
Item 4.
Item 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY-HOLDERS. ---------------------------------------------------
No matters were submitted to a vote of the Corporation's security- holders during the fourth quarter of 1996.
PART II
Item 5.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER ------------------------------------------------------------- MATTERS. --------
The information set forth under the heading "Common Stock" on page 35 of the Corporation's 1996 Annual Report to Shareholders is incorporated herein by reference (Exhibit 13).
Item 6.
Item 6. SELECTED FINANCIAL DATA. ------------------------
The information set forth under the heading "Selected Financial Data" on pages 28 and 29 of the Corporation's 1996 Annual Report to Shareholders is incorporated herein by reference (Exhibit 13).
Item 7.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND --------------------------------------------------------------- RESULTS OF OPERATION. ---------------------
The information set forth under the heading "Financial Review" on pages 29 through 35 of the Corporation's 1996 Annual Report to Shareholders is incorporated herein by reference (Exhibit 13). Management is not aware of any known trends, events or uncertainties that will have or that are reasonably likely to have a material effect on the liquidity, capital resources or operations of the Corporation. Management is not aware of any current recommendations by the Corporation's, Citizens' or FNB's regulatory authorities which, if they were to be implemented, would have such an effect.
Any loans classified for regulatory purposes as loss, doubtful, substandard or special mention and not disclosed under Item III of Industry Guide 3 on pages 10, 11 and 12 of this Form 10-K do not represent or result from trends or uncertainties which management reasonably expects will materially impact future operating results, liquidity or capital resources. Any such loans also do not represent material credits about which management is aware of any information which causes management to have serious doubts as to the ability of such borrowers to comply with the loan repayment terms.
Item 8.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. --------------------------------------------
The information set forth under the headings listed below on pages 12 through 28 of the Corporation's 1996 Annual Report to Shareholders is incorporated herein by reference (Exhibit 13).
Consolidated Balance Sheets - December 31, 1996 and 1995 Consolidated Statements of Income - Three Years Ended December 31, 1996, 1995 and 1994 Consolidated Statements of Changes in Shareholders' Equity - Three Years Ended December 31, 1996 Consolidated Statements of Cash Flows - Years Ended December 31, 1996, 1995 and 1994 Notes to the Consolidated Financial Statements Report of Independent Auditors
Item 9.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND --------------------------------------------------------------- FINANCIAL DISCLOSURE. ---------------------
There has been no change in accountants for the applicable reporting period and there were no disagreements with accountants on accounting and financial disclosure.
PART III
Information relating to the following items is included in the Corporation's definitive Proxy Statement, dated February 14, 1997, for its Annual Meeting of Shareholders to be held on March 27, 1997 filed with the Commission, the following portions of which are incorporated herein by reference:
Item 10.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. ---------------------------------------------------
Set forth under the headings "Election of Directors", "Identification of Executive Officers", and "Section 16 Late Filings" on pages 1-2, 6 and 15, respectively, of the Corporation's Proxy Statement.
Item 11.
Item 11. EXECUTIVE COMPENSATION. -----------------------
Set forth under the headings "Bancshares Personnel and Compensation Committee and Citizens Personnel and Compensation Committee Report on Executive Compensation", "Summary Compensation Table", "Employment Contracts and Termination of Employment and Change-in-Control Arrangements", "Compensation Pursuant to Plans", "Pension Plan Table", "Option/SAR Grants in 1996", "Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-end Option/SAR Values" and "Performance Graph" on page 3, 4, 7, 8, 9-11, 11, 12-13, 13 and 14 respectively, of the Corporation's Proxy Statement.
Item 12.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. ---------------------------------------------------------------
Set forth under the heading "Security Ownership of Directors, Executive Officers and Certain Beneficial Owners" on pages 5 and 6 of the Corporation's Proxy Statement.
Item 13.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. -----------------------------------------------
Set forth under the heading "Transactions with Bancshares" on page 9 of the Corporation's Proxy Statement.
PART IV
Item 14.
Item 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON -------------------------------------------------------- FORM 10-K. ----------
(a) The following documents are filed as part of this report:
1. Financial Statements - The following consolidated financial statements of the Corporation contained on pages 12 through 28 of the Corporation's 1996 Annual Report to Shareholders (Exhibit 13) are incorporated herein by reference under Item 8 of this Form 10-K:
Consolidated Balance Sheets - December 31, 1996 and 1995 Consolidated Statements of Income - Years Ended December 31, 1996, 1995 and 1994 Consolidated Statements of Changes of Shareholders' Equity - Three Years Ended December 31, 1996 Consolidated Statements of Cash Flows - Years Ended December 31, 1996, 1995 and 1994 Notes to the Consolidated Financial Statements Report of Independent Auditors
2. Financial Statement Schedules are omitted as they are not required or not applicable, or the required information is included in the Financial Statements.
3. Exhibits -- Reference is made to the Exhibit Index which is found on page 25 of this Form 10-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By: s/Marty E. Adams ----------------------------- Marty E. Adams President and Chief Executive Officer
And By: s/William L. White III ----------------------------- William L. White III Senior Vice President, Chief Financial Officer
And By: s/Paula Meiler ----------------------------- Paula Meiler, Comptroller
Date: March 7, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in their indicated capacities and as of this 7th day of March 1997.
s/James C. McBane - -------------------------------- James C. McBane, Chairman
s/Marty E. Adams - -------------------------------- Marty E. Adams, Director President, Chief Executive Officer
s/Keith Burgett - -------------------------------- Keith Burgett, Director
s/Willard L. Davis - -------------------------------- Willard L. Davis, Director
- -------------------------------- Fred H. Johnson, Director
s/Fred H. Johnson, III - -------------------------------- ---------------------------- Fred H. Johnson, III, Director Kenneth E. McConnell, Director
- -------------------------------- ---------------------------- Glenn F. Thorne, Director Gerard P. Mastroianni, Director
EXHIBIT INDEX - -------------
The following Exhibits are included in this Form 10-K or are incorporated by reference as noted in the following table:
EXHIBIT 3 Articles of Incorporation and by-laws
(1) Registrant's Fourth Amended Articles of Incorporation.
(2) Registrant's Regulations, as amended (incorporated by reference in Exhibit 3 (2) to the Form S-4 Registration Statement No. 0-18209 of Citizens Bancshares, Inc.).
EXHIBIT 10 Material Contracts
(1) The Citizens Bancshares, Inc. Profit-Sharing Plan and Trust (formerly known as the CBC Salineville Profit Sharing Plan and Trust) (incorporated by reference in Exhibit 10(2) to the Form S-4 Registration Statement No. 0-18209 of Citizens Bancshares, Inc.).
(2) Citizens Bancshares, Inc. Employee Stock Ownership Plan (incorporated by reference in Exhibit 10(3) to the Form S-4 Registration Statement No. 0-18209 of Citizens Bancshares, Inc.).
(3) Form of Indemnification Agreement between Citizens Bancshares, Inc. and Individual Directors, Officers or Representatives (incorporated by reference in Exhibit 10(4) to the Form 10-K of Citizens Bancshares, Inc. for the fiscal year ended December 31, 1989.)
(4) Employment Agreement by and among Citizens Bancshares, Inc., The Citizens Banking Company and Marty E. Adams (incorporated by reference in Exhibit 10(5) to the Form 10-K of Citizens Bancshares, Inc. for the fiscal year ended December 31 1992.
(5) Amendment to Executive Employment Agreement by and among Citizens Bancshares, Inc., The Citizens Banking Company and Marty E. Adams (incorporated by reference in Exhibit 10(8) to the Form 10-K of Citizens Bancshares, Inc. for the fiscal year ended December 31, 1993.)
(6) Agreement by and among Citizens Bancshares, Inc., The Citizens Banking Company and Frank J. Koch (incorporated by reference in Exhibit 10(9) to the Form 10-K of Citizens Bancshares, Inc. for the fiscal year ended December 31, 1993.)
(7) Affiliation Agreement by and among Citizens Bancshares, Inc., The Citizens Banking Company, Unity Bancorp, Inc. and The New Waterford Bank (incorporated by reference in Exhibit 3(1) to the Form S-4 Registration Statement No. 33-80210 of Citizens Bancshares, Inc.
EXHIBIT INDEX - Continued - -------------------------
(8) Agreement of Merger by and between Citizens Bancshares, Inc. and Unity Bancorp, Inc. (incorporated by reference in Exhibit 10 (10) to the Form 10-K of Citizens Bancshares, Inc. for the fiscal year ended December 31, 1994).
(9) Citizens Bancshares, Inc. Non-Statutory Stock Option and Stock Appreciation Rights Plan. (incorporated by reference in Exhibit 10 (11) to the Form 10-Q of Citizens Bancshares, Inc. for the quarter ended June 30, 1995).
(10) The Employee Retirement Plan for Citizens Bancshares, Inc. (incorporated by reference in Exhibit 10 (12) to the Form 10-Q of Citizens Bancshares, Inc. for the quarter ended June 30, 1995).
(11) Affiliation Agreement by and among Citizens Bancshares, Inc., The Citizens Banking Company, Western Reserve Bank of Ohio (incorporated by reference in Exhibit 2 (1) to the Form S-4 Registration Statement No.33-99036 of Citizens Bancshares, Inc.)
(12) Agreement of Merger by and among Citizens Bancshares, Inc., The Citizens Banking Company and Western Reserve Bank of Ohio (incorporated by reference in Exhibit 10 (12) to the Form 10-K of Citizens Bancshares, Inc. for the fiscal year ended December 31, 1995)
(13) Plan and Agreement of Merger by and among Citizens Bancshares, Inc., The Citizens Banking Company and The Navarre Deposit Bank Company (incorporated by reference in Exhibit 10 (13) to the Form 10-Q of Citizens Bancshares, Inc. for the quarter ended March 31, 1996.)
EXHIBIT 11 Statement regarding Computation of Per Share Earnings (Included in Note 1 to the Consolidated Financial Statements).
EXHIBIT 13 The Corporation's Annual Report to Shareholders for the Fiscal Year Ended December 31, 1996.
EXHIBIT 21 Subsidiaries of the Registrant
EXHIBIT 23 Consents of Experts and Counsel
EXHIBIT 27 Financial Data Schedule