Citizens Holding Company Board of Directors Announces the Citizens Bank of Philadelphia Reverse Stock Split
October 27 2006 - 4:00PM
Business Wire
Citizens Holding Company (the �Company�)�(AMEX: CIZ), announced
that the Board of Directors of The Citizens Bank of Philadelphia,
Mississippi, the Company�s 97.86 percent-owned subsidiary (the
�Bank�), unanimously approved on October 24, 2006 the declaration
of a 1-for-1000 reverse stock split. After the reverse stock split,
the Bank will be a wholly-owned subsidiary of the Company. The
Company expects that the reverse stock split will streamline the
Bank�s accounting, create greater flexibility for dividends from
the Bank to the Company and eliminate an obsolete aspect of the
Bank�s capital structure. The reverse stock split will be effected
by issuing one share of common stock of the Bank for every 1,000
shares outstanding prior to the reverse stock split. The reverse
stock split will be effective on January 1, 2007. The Bank will pay
cash in lieu of any fractional shares in an amount equal to the
fair market value of such fractional share as determined by a
certified independent appraisal. The Bank expects to pay
approximately $2.99 million for such fractional shares on January
1, 2007, which cash will be drawn from available cash on hand. The
Company does not anticipate that the cash paid to redeem fractional
shares will materially affect the Company�s ability to pay
dividends to its shareholders. In connection with the reverse stock
split, the Board of Directors of the Bank has determined to reduce
the number of authorized shares of the Bank�s common stock from
120,000 shares to 120 shares. To effect this reduction, the
shareholders of the Bank must approve an amendment to the Bank�s
Articles of Incorporation. A special meeting of the shareholders of
the Bank will be held on December 19, 2006 for the purpose of
approving such amendment. The record date for such meeting is the
close of business on November 7, 2006. Citizens Holding Company is
a one-bank holding company and the parent company of The Citizens
Bank of Philadelphia, both headquartered in Philadelphia,
Mississippi. The Bank has nineteen full service banking locations
in eight counties in East Central Mississippi. In addition to full
service commercial banking, the Company offers mortgage loans,
title insurance services through its subsidiary, Title Services,
LLC and a full range of Internet banking services including online
banking, bill pay and cash management services for businesses.
Internet services are available at the Bank web site,
www.thecitizensbankphila.com. Citizens Holding Company stock is
listed on the American Stock Exchange and is traded under the
symbol CIZ. The Company's transfer agent is American Stock Transfer
& Trust Company. Investor relations information may be obtained
at the corporate website, www.citizensholdingcompany.com. NOTE TO
INVESTORS This news release contains forward-looking statements
regarding Citizens Holding Company. All forward-looking statements
involve risk and uncertainty and a number of factors could cause
actual results to differ materially from the anticipated results or
other expectations expressed in the forward-looking statements.
Those factors include, but are not limited to, interest rate
fluctuations, regulatory changes, portfolio performance and other
factors discussed in our recent filings with the Securities and
Exchange Commission. We undertake no obligation to update or revise
forward-looking statements to reflect changed assumptions, the
occurrence of unanticipated events or changes to future operating
results over time. Citizens Holding Company (the "Company") (AMEX:
CIZ), announced that the Board of Directors of The Citizens Bank of
Philadelphia, Mississippi, the Company's 97.86 percent-owned
subsidiary (the "Bank"), unanimously approved on October 24, 2006
the declaration of a 1-for-1000 reverse stock split. After the
reverse stock split, the Bank will be a wholly-owned subsidiary of
the Company. The Company expects that the reverse stock split will
streamline the Bank's accounting, create greater flexibility for
dividends from the Bank to the Company and eliminate an obsolete
aspect of the Bank's capital structure. The reverse stock split
will be effected by issuing one share of common stock of the Bank
for every 1,000 shares outstanding prior to the reverse stock
split. The reverse stock split will be effective on January 1,
2007. The Bank will pay cash in lieu of any fractional shares in an
amount equal to the fair market value of such fractional share as
determined by a certified independent appraisal. The Bank expects
to pay approximately $2.99 million for such fractional shares on
January 1, 2007, which cash will be drawn from available cash on
hand. The Company does not anticipate that the cash paid to redeem
fractional shares will materially affect the Company's ability to
pay dividends to its shareholders. In connection with the reverse
stock split, the Board of Directors of the Bank has determined to
reduce the number of authorized shares of the Bank's common stock
from 120,000 shares to 120 shares. To effect this reduction, the
shareholders of the Bank must approve an amendment to the Bank's
Articles of Incorporation. A special meeting of the shareholders of
the Bank will be held on December 19, 2006 for the purpose of
approving such amendment. The record date for such meeting is the
close of business on November 7, 2006. Citizens Holding Company is
a one-bank holding company and the parent company of The Citizens
Bank of Philadelphia, both headquartered in Philadelphia,
Mississippi. The Bank has nineteen full service banking locations
in eight counties in East Central Mississippi. In addition to full
service commercial banking, the Company offers mortgage loans,
title insurance services through its subsidiary, Title Services,
LLC and a full range of Internet banking services including online
banking, bill pay and cash management services for businesses.
Internet services are available at the Bank web site,
www.thecitizensbankphila.com. Citizens Holding Company stock is
listed on the American Stock Exchange and is traded under the
symbol CIZ. The Company's transfer agent is American Stock Transfer
& Trust Company. Investor relations information may be obtained
at the corporate website, www.citizensholdingcompany.com. NOTE TO
INVESTORS This news release contains forward-looking statements
regarding Citizens Holding Company. All forward-looking statements
involve risk and uncertainty and a number of factors could cause
actual results to differ materially from the anticipated results or
other expectations expressed in the forward-looking statements.
Those factors include, but are not limited to, interest rate
fluctuations, regulatory changes, portfolio performance and other
factors discussed in our recent filings with the Securities and
Exchange Commission. We undertake no obligation to update or revise
forward-looking statements to reflect changed assumptions, the
occurrence of unanticipated events or changes to future operating
results over time.
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