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UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
CITIZENS BANCSHARES CORPORATION
-------------------------------
(Name of Issuer)
Common Stock, par value $1 per share
------------------------------------
(Title of Class of Securities)
173168105
---------
(CUSIP Number)
December 31, 2001
-----------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
| | Rule 13d-1(b)
| | Rule 13d-1(c)
|X| Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following pages
Page 1 of 5 Pages
SCHEDULE 13G
CUSIP No.: 173168105 Page 2 of 5 Pages
.................................................................................
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
FEDERAL NATIONAL MORTGAGE ASSOCIATION
.................................................................................
2. Check the Appropriate Box if a Member of a Group
(a) |_|
(b) |_|
.................................................................................
3. SEC Use Only
.................................................................................
4. Citizenship or Place of Organization
[Delaware]
.................................................................................
Number of 5. Sole Voting Power 105,208
Shares ............................................................
Beneficially 6. Shared Voting Power None
Owned by Each ............................................................
Reporting 7. Sole Dispositive Power 105,208
Person With ............................................................
8. Shared Dispositive Power None
.................................................................................
9. Aggregate Amount Beneficially Owned by Each Reporting Person
105,208
.................................................................................
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
.................................................................................
11. Percent of Class Represented by Amount in Row (9)
5.25% based on 2,002,548 shares outstanding. /1/
.................................................................................
12. Type of Reporting Person:
CO
/1/ Solely as a result of the Issuer's repurchase of outstanding shares,
Fannie Mae first became the owner of more than five percent of the shares
outstanding during the year ending December 31, 2001, 5.16% based on
2,038,213 shares outstanding.
Page 3 of 5 Pages
Item 1(a). Name of Issuer:
Citizens Bancshares Corporation (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
175 John Wesley Dobbs Avenue, N.E., Atlanta, Georgia 30303.
Item 2(a). Name of Person Filing
This Statement is filed on behalf of Federal National Mortgage
Association ("Fannie Mae") and relates to Shares (as defined herein) held for
the account of Fannie Mae.
Item 2(b). Address of Principal Business Office or, if None, Residence
The address of the principal business office of Fannie Mae is
3900 Wisconsin Avenue, NW, Washington, DC 20016.
Item 2(c). Citizenship
Fannie Mae is a federally chartered corporation.
Item 2(d). Title of Class of Securities:
Common Stock, par value $1 per share (the "Shares")
Item 2(e). CUSIP Number:
173168105
Item 3. If This Statement is Filed Pursuant to Sec.Sec.240.13d-1(b) or
240.13d-2(b) or (c), Check Whether the Person Filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of December 31, 2007, Fannie was deemed to be the
beneficial owner of 105,208 Shares.
Item 4(b) Percent of Class:
As of December 31, 2007, Fannie Mae was deemed to be the
beneficial owner of approximately 5.25% of the total number of Shares
outstanding (based upon information provided by the Issuer in its quarterly
report on Form 10-Q for the quarterly period ended September 30, 2007 for fiscal
year 2007, there were 2,002,548 shares outstanding).
Page 4 of 5 Pages
Item 4(c) Number of Shares of which such person has:
Fannie Mae:
(i) Sole power to vote or direct the vote: 105,208
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition of: 105,208
(iv) Shared power to dispose or direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
This Item 6 is not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
Page 4 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 14, 2008 FEDERAL NATIONAL MORTGAGE ASSOCIATION
By: /s/ Polly N. Klane
----------------------
Name: Polly N. Klane
Title: Senior Vice President and Deputy
General Counsel