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 January 22, 2002 Date of Report (Date of earliest event reported) CITIZENS HOLDING COMPANY (Exact name of the registrant as specified in its charter) MISSISSIPPI 001-15375 64-0666512 (State or other (Commission File Number) (IRS Employer jurisdiction of Identification No.) incorporation) 521 Main Street, Philadelphia, Mississippi 39350 (Address of principal executive office) (Zip Code) (601) 656-4692 (Registrant's telephone number, including area code) Item 7. Financial Statement and Exhibits. (a) Exhibits Exhibit 99.1 Press Release dated January 22, 2002 Item 9. Regulation FD Disclosure. On January 22, 2002, Citizens Holding Company (the "Company") issued a press release that announced that a Letter of Intent had been signed with CB&T Capital Corporation and Citizens Bank and Trust for the purchase of these two companies by the Company. The press release announcing this acquisition is attached as Exhibit 99.1. 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. CITIZENS HOLDING COMPANY BY: /s/ Robert T. Smith ----------------------------------- Robert T. Smith Treasurer (Chief Financial Officer) DATE: January 22, 2002 EXHIBIT INDEX Exhibit Number Description ------ ----------- 99.1 Press Release dated January 22, 2002