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MERGER AGREEMENT SIGNED BY BANKS

 SALINEVILLE, Ohio, Aug. 3 /PRNewswire/ -- An Affiliation Agreement ("Agreement") was executed on Aug. 2, 1993, providing for the Firestone Bank of Lisbon, Ohio, to be merged into The Citizens Banking Company, a wholly owned subsidiary of Citizens Bancshares, Inc. (NASDAQ: CICS) ("Citizens"), Salineville, Ohio.
 The Agreement provides for the exchange of Firestone common stock for Citizens common shares. Citizens common shares are traded on NASDAQ and the actual exchange ratio will range from 1.05 to .95 of Citizens common shares for each share of Firestone common stock. This ratio will be based upon the average of NASDAQ closing prices for Citizens common shares during a specified period prior to closing. Cash will be paid in lieu of issuing fractional common shares of Citizens.
 It is anticipated that the Prospectus/Proxy Statement will be distributed to Firestone stockholders in October with an approval vote scheduled at a special Firestone stockholders' meeting to follow shortly thereafter.
 Once the transaction receives Firestone shareholders' approval and required regulatory approvals, the transaction is expected to be completed in January 1994.
 The Firestone Bank operates 4 banking offices in Columbiana County, Ohio, and The Citizens Banking Company has 21 branch banks in five Ohio counties in addition to a West Virginia affiliate, the First National Bank of Chester. The combined banks will have assets totaling approximately $600 million.
 Information supplied by Christopher G. Morse, V.P. and director of marketing, Citizens Bancshares, 216-679-2328.
 -0- 8/3/93
 /CONTACT: Christopher G. Morse, director of marketing for Citizens Bancshares, Inc., 216-679-2328, ext. 247/
 (CICS)


CO: Firestone Bank; The Citizens Banking Company; Citizens Bancshares ST: Ohio IN: FIN SU: TNM

KL -- CL029 -- 9019 08/03/93 15:47 EDT
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Publication:PR Newswire
Date:Aug 3, 1993
Words:281
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