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 March 13, 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 Offices) (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 March 13, 2002 Item 9. Regulation FD Disclosure. On March 13, 2002, Citizens Holding Company issued a press release announcing that its subsidiary, The Citizens Bank of Philadelphia (the "Bank"), signed an Agreement and Plan of Share Exchange on March 12, 2002 with CB&T Capital Corporation and Citizens Bank and Trust Company pursuant to which the Bank will acquire CB&T Capital Corporation and Citizens Bank and Trust 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/ Steve Webb By: /s/ Robert T. Smith ------------------------ -------------------------- Steve Webb Robert T. Smith Chairman, President & Treasurer (Chief Chief Executive Officer Financial Officer) Date: March 13, 2002 Date: March 13, 2002 EXHIBIT INDEX Exhibit Number Description ------ ----------- 99.1 Press Release dated March 13, 2002