UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2004
Or
[
] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the transition period from _________________ to___________________
Commission
file number 0-13222
CITIZENS
FINANCIAL SERVICES, INC.
(Exact
name of registrant as specified in our charter)
PENNSYLVANIA 23-2265045
(State
or other jurisdiction of incorporation or organization) (I.R.S. Employer
Identification No.)
First
Citizens National Bank
15
South Main Street
Mansfield,
Pennsylvania 16933
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (570) 662-2121
Securities
registered pursuant to section 12 (b) of the Act:
Title
of each
class
Name of each exchange on which registered
NOT
APPLICABLE
NOT APPLICABLE
Securities
registered pursuant to section 12 (g) of the Act:
Common
Stock, par value $1.00 per share
(Title
of class)
Indicate
by checkmark whether the registrant (1) has filed all reports to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.
Yes [X]
No [ ]
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Act).
Yes [ ]
No [X]
The
aggregate market value of the voting stock of the Registrant held by
non-affiliates (for this purpose, persons or entities other than executive
officers, directors, or 5% or more stockholders) of the Registrant, as of June
30, 2004, was $55,835,522.
The
number of shares outstanding of the Registrant's Common Stock, as of February
14, 2005, was 2,840,257.
DOCUMENTS
INCORPORATED BY REFERENCE
Certain
information required by Parts I, III and IV is incorporated by reference to
Registrant's Definitive Proxy Statement for the Annual Meeting of Shareholders.
Certain
information required by Parts I, II and IV is incorporated by reference to
Registrant's Annual Report to Stockholders for the Year Ended December 31, 2004.
Citizens
Financial Services, Inc.
Form
10-K
INDEX
|
|
Page |
PART
I |
|
ITEM
1 - BUSINESS |
1 -
3 |
ITEM
2 - PROPERTIES |
3 -
4 |
ITEM
3 - LEGAL PROCEEDINGS |
4 |
ITEM
4 - SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS |
4 |
PART
II
|
|
ITEM
5 - MARKET FOR REGISTRANT’S COMMON STOCK, RELATED SHAREHOLDER MATTERS
AND
ISSUER
PURCHASES OF EQUITY SECURITIES |
5
|
ITEM
6 - SELECTED FINANCIAL DATA |
5 |
ITEM
7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS
OF
OPERATIONS |
5
|
ITEM
7A - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
RISK |
5 |
ITEM
8 - FINANCIAL STATEMENT AND SUPPLEMENTARY DATA |
5 |
ITEM
9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL
DISCLOSURE |
6
|
ITEM
9A - CONTROLS AND PROCEDURES |
6 |
ITEM
9B- OTHER INFORMATION |
6 |
PART
III
|
|
ITEM
10 - DIECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT |
6 |
ITEM
11 - EXECUTIVE COMPENSATION |
6 |
ITEM
12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT |
6 |
ITEM
13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS |
6
|
ITEM
14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES |
7 |
PART
IV
|
|
ITEM
15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
7 |
SIGNATURES |
8 -
9 |
PART
I
ITEM 1 -
BUSINESS
CITIZENS
FINANCIAL SERVICES, INC.
Citizens
Financial Services, Inc. (the “Company”) is a Pennsylvania business corporation,
incorporated April 30, 1984 to form a bank holding company. It is registered
under the Bank Holding Company Act of 1956, as amended. On April 30, 1984, First
Citizens National Bank (the “Bank”) became a wholly owned subsidiary of our
company by means of a merger in which the stockholders of First Citizens
National Bank became stockholders of our company. The Company is subject to
regulation, supervision and examination by the Board of Governors of the Federal
Reserve System. In general, the Company is limited to owning or controlling
banks and engaging in such other activities as are properly incident
thereto.
Our
Company does not currently engage in any operating business activities, other
than the ownership and management of First Citizens National Bank and its wholly
owned insurance agency subsidiary.
FRIST
CITIZENS NATIONAL BANK
The Bank
is a nationally chartered banking institution incorporated in 1932. The Bank’s
Main Office is located at 15 South Main Street, Mansfield, (Tioga County)
Pennsylvania. The Bank’s primary market area consists of the Pennsylvania
Counties of Bradford, Potter and Tioga in North Central Pennsylvania. It also
includes Allegany, Steuben, Chemung and Tioga Counties in Southern New York. The
economy is diversified and includes manufacturing industries, wholesale and
retail trade, service industries, family farms and the production of natural
resources of gas and timber.
In
addition to the Main Office, the Bank has 14 other full service branch offices
in its market area.
The Bank
is a full-service bank engaging in a broad range of banking activities and
services for individual, business, governmental and institutional customers.
These activities and services principally include checking, savings, time and
deposit accounts; real estate, commercial, industrial, residential and consumer
loans; and a variety of other specialized financial services. The Trust and
Investment division offers a full range of client investment, estate and
retirement services.
Historical
Transactions of First Citizens National Bank are as follows:
In 1970,
the First National Bank in Mansfield merged with Citizens National Bank of
Blossburg, Pennsylvania, to form First Citizens National Bank. In 1971, the Bank
expanded into Potter County through the acquisition of the Grange National Bank,
which had offices in Ulysses and Genesee, Pennsylvania.
On
November 16, 1990, the Company acquired Star Savings and Loan Association,
originally organized as a Pennsylvania-chartered mutual savings and loan
association in 1899 and converted to a Pennsylvania-chartered permanent reserve
fund stock savings and loan association on March 27, 1986. On December 31, 1991,
the Association merged with the Bank terminating the Association's separate
operations as a savings and loan.
On April
20, 1996, the Bank purchased two branch offices of Meridian Bank in Canton and
Gillett, Pennsylvania.
In
October 1996, the Bank opened an office in the Weis Supermarket in Wellsboro,
Pennsylvania.
In August
2000, the Bank opened an office in the Wal-Mart Super-center in Mansfield,
Pennsylvania.
On
October 27, 2000, the Bank purchased six branch offices of Sovereign Bank in
Bradford County, Pennsylvania. In February 2001, we consolidated two of these
six branches.
On June
4, 2004, two branches of The Legacy Bank in Bradford County, Pennsylvania were
purchased. One of the branches was in Sayre and one was in Towanda. As a result
of the purchase, we consolidated the Towanda branch into an existing office. An
existing branch in Sayre was closed and consolidated into the acquired branch in
Sayre.
As of
December 31, 2004, the Bank employed 169 full time equivalent employees at our
corporate offices and 15 banking facilities.
Our
Company's profitability does not depend upon a few customers. Losing the
business of any one customer or group of customers would not cause a material
impact on our business.
The
Bank’s business is not seasonal nor does it have any risks attendant to foreign
sources.
We are
dependent geographically upon the economic conditions in north central
Pennsylvania and the southern tier of New York.
COMPETITION
The
banking industry in the Bank’s service area continues to be extremely
competitive, both among commercial banks and with financial service providers
such as consumer finance companies, thrifts, investment firms, mutual funds,
insurance companies, credit unions and internet banks. The increased competition
has resulted from changes in the legal and regulatory guidelines as well as from
economic conditions. Mortgage banking firms, financial companies, financial
affiliates of industrial companies, brokerage firms, retirement fund management
firms and even government agencies provide additional competition for loans and
other financial services. The Bank is generally competitive with all competing
financial institutions in its service area with respect to interest rates paid
on time and savings deposits, service charges on deposit accounts and interest
rates charged on loans.
Additional
information related to our business and competition is included under the
caption “Management's Discussion and Analysis of Financial Condition and Results
of Operations” appearing on pages 37 through 38 of the Registrant’s Annual
Report to Shareholders for the year ended December 31, 2004, which pages are
included in Exhibit 13 hereto and are incorporated herein by reference.
REGULATION
AND SUPERVISION
The Bank
is subject to supervision and examination by applicable federal and state
banking agencies, including the Office of the Comptroller of the Currency (the
“Comptroller”). In addition, the Bank is insured by and subject to some or all
of the regulations of the Federal Deposit Insurance Corporation (“FDIC”). The
Bank is also subject to various requirements and restrictions under federal and
state law, including requirements to maintain reserves against deposits,
restriction on the types, amounts and terms and conditions of loans that may be
granted, and limitation on the types of investments that may be made and the
types of services that may be offered. Various consumer laws and regulations
also affect the operation of the Bank. In addition to the impact of the
regulations, commercial banks are affected significantly by the actions of the
Federal Reserve Board, including actions taken with respect to interest rates,
as it attempts to control the money supply and credit availability in order to
influence the economy.
The
Comptroller is the primary supervisory authority over the Bank. The Comptroller
regularly examines the Bank and has the authority, under the Financial
Institutions Supervisory Act, to prevent us from engaging in unsafe or unsound
practices in the conduct of our business.
The
Company is subject to regulation by the Federal Reserve Board under the Bank
Holding Company Act of 1956, as amended. The Act generally does not permit bank
holding companies:
- |
To
acquire direct or indirect ownership of any company that is not a
bank; |
- |
To
acquire control of more than 5% of the voting shares of any company that
is not a bank; or |
- |
To
engage in any business other than that of: |
|
- |
Banking; |
|
- |
Managing
and controlling banks; |
|
- |
Furnishing
services to subsidiary banks; or |
|
- |
Engaging
in any other activity that the Federal Reserve deems to be closely related
to banking |
The Act
also prohibits our company from engaging in "tie-in" arrangements with our
customers in which we would extend credit to a customer, and in exchange, the
customer would perform services for the Bank.
The Act
requires our company to obtain the approval of the Federal Reserve before we
acquire more than 5% of the voting stock of another bank. The Act also requires
us to file annual reports with the Federal Reserve. The Act also permits the
Federal Reserve to examine the operations of our company.
Subsidiary
banks of a bank holding company are subject to certain restrictions imposed by
the Federal Reserve Act on any extensions of credit to our bank holding company
or any of our subsidiaries, or investments in the stock or other securities of
our bank holding company and on taking of such stock or securities as collateral
for loans to any borrower.
PERMITTED
NON-BANKING ACTIVITIES
The
Federal Reserve permits bank holding companies to engage in non-banking
activities, which are closely related to banking or managing or controlling
banks. The Company presently does not engage in any such activities nor does it
intend to in the near future.
Neither
the Company nor the Bank anticipates that compliance with environmental laws and
regulations will have any material effect on capital expenditures, earnings, or
on our competitive position.
The
Company is a legal entity, separate and distinct from the Bank. Most of the
Company's revenues, including funds available for payment of dividends and for
operating expenses, are provided by dividends from the Bank. Certain limitations
exist on the availability of the Bank’s undistributed net assets for the payment
of dividends to our parent without prior approval of the Bank’s regulatory
authorities. Additional information is included under the caption “Footnote 11 -
Regulatory Matters” appearing on pages 26 through 27 of the Registrant’s Annual
Report to Shareholders for the year ended December 31, 2004, which pages are
included in Exhibit 13 hereto and is incorporated herein by reference.
LEGISLATION
AND REGULATORY CHANGES
From time
to time, various types of federal and state legislation are proposed that could
result in additional regulation of and restrictions on the business of our
company and the Bank. We cannot predict whether such legislation will be adopted
or, if adopted, how such legislation would affect the business of the Company or
the Bank. As a consequence of the extensive regulation of commercial banking
activities in the United States, the Company's and Bank's business is
particularly susceptible to being affected by new and revised federal
legislation and regulations that may increase the cost of doing business.
Risk-Based
Capital Guidelines - The Federal Reserve, the FDIC and the Comptroller have
issued certain risk-based capital guidelines, which supplement existing capital
requirements. Additional information is included under the caption “Footnote 11
- - Regulatory Matters” appearing on pages 26 through 27 of the Registrant’s
Annual Report to Shareholders for the year ended December 31, 2004, which pages
are included in Exhibit 13 hereto and is incorporated herein by reference.
We are
not aware of any current specific recommendations by regulatory authorities or
proposed legislation, which if it were adopted, would have a material adverse
effect upon our company's liquidity, capital resources, or results of
operations, although the general cost of compliance with numerous federal and
state laws and regulations does have, and in the future may have, a negative
impact on our company's results of operations. We can not predict what
legislation might be enacted or what regulations might be adopted, or if enacted
or adopted, the effect thereof on our operations.
The state
of the financial services industry affects the business of our company. As a
result of legal and industry changes, we believe that the industry will continue
to experience an increase in consolidations and mergers as the financial
services industry strives for greater cost efficiencies and market share. We
believe that such consolidations and mergers may enhance our competitive
position as a community bank by emphasizing customer service, including local
office decision making on loans, establishing long-term customer relationships
and building customer loyalty and providing product and services designed to
address the needs or our customers.
EFFECT OF
GOVERNMENT MONETARY POLICIES
The
earnings and growth of the banking industry are affected by the credit policies
of monetary authorities, including the Federal Reserve System. An important
function of the Federal Reserve System is to regulate the national supply of
bank credit in order to control recessionary and inflationary pressures. Among
the instruments of monetary policy used by the Federal Reserve to implement
these objectives are open market activities in U.S. Government Securities,
changes in the discount rate on member bank borrowings and changes in reserve
requirements against member bank deposits. These operations are used in varying
combinations to influence overall economic growth and indirectly, bank loans,
securities, and deposits. These variables may also affect interest rates charged
on loans or paid on deposits. The monetary policies of the Federal Reserve
authorities have had a significant effect on the operating results of commercial
banks in the past and are expected to continue to have such an effect in the
future.
In view
of the changing conditions in the national economy and in the money markets, as
well as the effect of actions by monetary and fiscal authorities including the
Federal Reserve System, no prediction can be made as to possible changes in
interest rates, deposit levels, loan demand or their effect on the business and
earnings of the Company and the Bank. Additional information is included under
the caption “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” appearing on pages 54 through 55 of the Registrant’s
Annual Report to Shareholders for the year ended December 31, 2004, which pages
are included in Exhibit 13 hereto and is incorporated herein by reference.
ITEM 2 -
PROPERTIES
The
headquarters of the Company and Bank are located at 15 South Main Street,
Mansfield, Pennsylvania. The building contains the central offices of the
Company and Bank. Our bank also owns fifteen other banking facilities. All
buildings are owned by the Bank and are free of any liens or encumbrances.
PROPERTIES |
Current
Building (Renovation Date)
|
Main
Office: |
|
15
South Main Street
Mansfield,
PA 16933 |
1971
(new building completed 2001)
|
|
|
Branch
Offices: |
|
300
Main Street
Blossburg,
PA 16912 |
1988
|
502
Main Street
Ulysses,
PA 16948 |
1977
|
391
Main Street
Genesee,
PA 16923 |
1985
|
306
West Lockhart Street
Sayre,
PA 18840 |
1989
|
430
North Keystone Avenue
Sayre,
PA 18840 |
1959
(1978) (closed in 2004)
|
99
Main Street
Wellsboro,
PA 16901 |
1979
|
103
West Main Street
Troy,
PA 16947 |
1988
|
2
West Main Street
Troy,
PA 16947 |
1895
(1983)
|
29
West Main Street
Canton,
PA 17724 |
1974
(1997)
|
Main
Street
Gillett,
PA 16925 |
1970
(1997)
|
Main
Street, Route 328
Millerton,
PA 16936 |
1970
|
Main
Street, Route 467
LeRaysville,
PA 18829 |
1890
(1991)
|
111
Main Street
Towanda,
PA 18848 |
1974
|
Operations
Center
1163
South Main Street
Mansfield,
PA 16933 |
1999
(New addition completed 2001)
|
422
North Elmira Street
Sayre,
PA 18840 |
Acquired
2004
|
The net
book value for these properties, as of December 31, 2004, was $10,612,635. The
properties are adequate to meet the needs of the employees and customers. We
have equipped all of our facilities with current technological improvements for
data and word processing.
ITEM 3 -
LEGAL PROCEEDINGS
We are
not aware of any litigation that would have a material adverse effect on the
consolidated financial position of the Company. We know of no proceedings
pending other than ordinary, routine litigation incidental to the business of
the Company or the Bank. In addition, we know of no material proceedings that
are pending or are known to be threatened or contemplated against the Company or
the Bank by governmental authorities.
ITEM 4 -
SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS
None
PART
II
ITEM 5 -
MARKET FOR THE REGISTRANT’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
The
Company's stock is not listed on any stock exchange, but it is listed for
quotation on the National Association of Securities Dealers OTC Bulletin Board
electronic system, under the trading symbol CZFS.
Additional
information is included under the caption “Earnings Per Share” appearing on page
16, “Common Stock” appearing on page 36 and “Company and Shareholders’
Information” appearing on page 60 of the Registrant’s Annual Report to
Shareholders for the year ended December 31, 2004, which pages are included in
Exhibit 13 hereto and is incorporated herein by reference.
The
Company has paid dividends since April 30, 1984, the effective date of our
formation as a bank holding company. The Company's Board of Directors intends to
continue the dividend payment policy; however, future dividends necessarily
depend upon earnings, financial condition, appropriate legal restrictions and
other factors as in existence at the time the Board of Directors considers
dividend policy. Cash available for dividend distributions to stockholders of
the Company comes from dividends paid to the Company by the Bank. Therefore,
restrictions on the ability of the Bank to make dividend payments are directly
applicable to the Company.
Under the
Pennsylvania Business Corporation Law of 1988, our company may pay dividends
only if, after payment, our company would be able to pay our debts as they
become due in the usual course of our business and our total assets will be
greater
than the sum of our total liabilities. Additional
information is included under the caption “Footnote 11 - Regulatory Matters”
appearing on page 26 of the Registrant’s Annual Report to Shareholders for the
year ended December 31, 2004, which page is included in Exhibit 13 hereto and is
incorporated herein by reference.
As of
February 14, 2005, the Company had approximately 1,560 stockholders of record.
The computation of stockholders of record excludes individual participants in
securities positions listings. The Company has not sold any unregistered shares
of common stock in the past three years.
ITEM 6 -
SELECTED FINANCIAL DATA
The
information under the caption “Five Year Summary of Operations” appearing on
page 35 of the Registrant’s Annual Report to Shareholders for the year ended
December 31, 2004, which page is included in Exhibit 13 hereto, is incorporated
in its entirety by reference in response to this Item 6.
ITEM 7 -
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The
information under the caption “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” appearing on pages 37 through 57 of the
Registrant’s Annual Report to Shareholders for the year ended December 31, 2004,
which pages are included in Exhibit 13 hereto, are incorporated in their
entirety by reference in response to this Item 7.
ITEM 7A -
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RATE RISK
The
information under the caption “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” appearing on pages 54 through 55 of the
Registrant’s Annual Report to Shareholders for the year ended December 31, 2004,
which pages are included in Exhibit 13 hereto, are incorporated in their
entirety by reference in response to this Item 7A.
ITEM 8 -
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The
information under the caption “Consolidated Financial Statements” appearing on
pages 3 through 36 of the Registrant’s Annual Report to Shareholders for the
year ended December 31, 2004, which pages are included in Exhibit 13 hereto, are
incorporated in their entirety by reference in response to this Item 8.
Financial
Statements:
|
Consolidated
Balance Sheet as of December 31, 2004 and 2003 |
|
Consolidated
Statement of Income for the Years Ended December 31, 2004, 2003 and
2002 |
|
Consolidated
Statement of Changes in Stockholders' Equity for the Years Ended
December 31, 2004, 2003 and 2002 |
|
Consolidated
Statement of Cash Flows for the Years Ended December 31, 2004, 2003 and
2002 |
|
Notes
to Consolidated Financial Statements |
|
Report
of Independent Certified Public Accountants |
ITEM 9 -
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None
ITEM 9A -
CONTROLS AND PROCEDURES
The
Company’s management is responsible for establishing and maintaining effective
disclosure controls and procedures, as defined under Rules 13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934. As of December 31, 2004, an
evaluation was performed under the supervision and with the participation of
management, including the Chief Executive Officer and the Chief Financial
Officer, of the effectiveness of the design and operation of the company’s
disclosure controls and procedures. Based upon this evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the company’s
disclosure controls and procedures as of December 31, 2004 were effective in
ensuring that material information required to be disclosed in this 2004 Annual
Report to Stockholders on Form 10-K was recorded, processed, summarized, and
reported on a timely basis. Additionally, there were no changes in the Company’s
internal control over financial reporting that occurred during the quarter ended
December 31, 2004 that have materially affected, or are reasonably likely to
materially affect, the Company’s internal control over financial reporting.
Management’s
responsibilities related to establishing and maintaining effective disclosure
controls and procedures include maintaining effective internal controls over
financial reporting that are designed to produce reliable financial statements
in accordance with accounting principles generally accepted in the United States
of America.
There
have been no significant changes in the Company’s internal controls or in other
factors that could significantly affect internal controls subsequent to December
31, 2004.
ITEM 9B -
OTHER INFORMATION
None
PART
III
ITEM 10 -
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The
information under the caption “Board of Directors and Executive Officers”
appearing on pages 4 through 5, “Nominations For Directors” appearing on page 6,
“Audit Committee Report” appearing on pages 6 through 8, and “Section 16(a)
Beneficial Ownership Reporting Compliance” appearing on page 15 of the
Registrant’s Definitive Proxy Statement for the Annual Meeting of Shareholders
to be filed with the Securities and Exchange Commission (the “SEC”), which
sections are incorporated in their entirety by reference in response to this
Item 10. The Company has adopted a Code of Ethics that applies to directors,
officers and employees of the Company and the Bank. A copy of the Code of Ethics
was included as an exhibit to the Company’s Form 10-K for the year ended
December 31, 2003 and filed with the Securities Exchange Commission.
ITEM 11 -
EXECUTIVE COMPENSATION
The
information under the caption “ Board of Directors and Executive Officers”
appearing on pages 4through 5, “ Board of Directors’ Report on Executive
Compensation” appearing on pages 8 through 9, “Board Committee Interlocks and
Insider Participation” appearing on page 9, and “Executive Compensation”
appearing on pages 9 through 11 of the Registrant’s Definitive Proxy Statement
for the Annual Meeting of Shareholders to be filed with the SEC, which sections
are incorporated in their entirety by reference in response to this Item 11.
ITEM 12 -
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
information under the caption “Beneficial Ownership of the Corporation’s Stock
Owned by Principal Owners and Management” appearing on pages 13 through 15 of
the Registrant’s Definitive Proxy Statement for the Annual Meeting of
Shareholders to be filed with the SEC, which section is incorporated in their
entirety by reference in response to this Item 12.
ITEM 13 -
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The
information under the caption “Certain Relationships and Related Transactions”
appearing on page 11 of the Registrant’s Definitive Proxy Statement for the
Annual Meeting of Shareholders to be filed with the SEC, which section is
incorporated in their entirety by reference in response to this Item 13.
ITEM 14 -
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The
information under the caption “Audit Committee Report” appearing on pages 6
through 8 of the Registrant’s Definitive Proxy Statement for the Annual Meeting
of Shareholders to be filed with the SEC, which sections are incorporated in
their entirety by reference in response to this Item 14.
PART
IV
ITEM 15 -
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a)
|
The
following documents are filed as a part of this report: |
1. |
The
following financial statements of our company are incorporated by
reference in Item 8: |
|
|
Consolidated
Balance Sheet as of December 31, 2004 and 2003 |
|
|
Consolidated
Statement of Income for the Years Ended December 31, 2004, 2003 and
2002 |
|
|
Consolidated
Statement of Changes in Stockholders' Equity for the Years Ended December
31, 2004, 2003 and 2002 |
|
|
Consolidated
Statement of Cash Flows for the Years Ended December 31, 2004, 2003 and
2002 |
|
|
Notes
to Consolidated Financial Statements |
|
|
Report
of Independent Certified Public Accountants |
2. |
All
financial statement schedules are omitted because the required information
is either not applicable, not required or is shown
in the respective financial statement or in the notes thereto, which are
incorporated by reference at subsection (a) (1) of this
item. |
3. |
The
following Exhibits are filed herewith, or incorporated by reference as a
part of this report. |
|
|
(3)(i)
- Articles of Incorporation of the Corporation, as amended. (Incorporated
by reference to Exhibit (3)(i) to the Annual Report on Form 10-K for the
fiscal year ended December 31, 2000, as filed with the Commission on May
11, 2000.) |
|
|
(3)(ii)
- By-laws of the Corporation, as amended. (Incorporated by reference to
Exhibit (3)(ii) to the Annual Report on Form 10-K for the fiscal year
ended December 31, 2003, as filed with the Commission on April 29,
2004). |
|
|
(10.1)
- Material Contracts. Consulting and Non-Compete Agreement with Richard E.
Wilber, Former Executive Officer of our company. (Incorporated by
Reference to Exhibit (10) to the Annual Report on Form 10-K for the fiscal
year ended December 31, 2003.) |
|
|
(10.2)
- Directors’ Deferred Compensation Plan |
|
|
(10.3)
- Directors’ Life Insurance Program |
|
|
(13)
- The Annual Report to Stockholders for the year ended December 31,
2004. |
|
|
(14)
- Code
of Ethics. (Incorporated by reference to Exhibit (14) to the Annual Report
on Form 10-K for the year ended December 31, 2003) |
|
|
(21)
- Subsidiaries of Citizens Financial Services, Inc. |
|
|
(31.1)
- 302 Certification of Principal Executive Officer |
|
|
(31.2)
- 302 Certification of Chief Financial Officer |
|
|
(32.1)
- Certification of Principal Executive Officer |
|
|
(32.2)
- Certification of Chief Financial Officer |
(b) |
Not
applicable. |
(c) |
The
exhibits required to be filed by this item are listed under Item 15(a)(3)
above. |
(d) |
Not
applicable. |
SIGNATURES
Pursuant
to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, there unto duly authorized.
Citizens
Financial Services, Inc. |
|
(Registrant) |
|
/s/
Randall E. Black |
/s/
Mickey L. Jones |
By:
Randall E. Black
President
(Principal
Executive Officer) |
By:
Mickey L. Jones Assistant Treasurer
(Principal
Financial and Accounting Officer)
|
|
|
Date:
March 14, 2005 |
Date:
March 14, 2005 |
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
Signature
and Capacity |
Date |
/s/
Randall E. Black
Randall
E. Black, President, Director
(Principal
Executive Officer) |
March
14, 2005
|
/s/
Carol J.
Tama
Carol
J. Tama, Director |
March
14, 2005 |
/s/
R. Lowell
Coolidge
R.
Lowell Coolidge, Director |
March
14, 2005 |
/s/
Rudolph J. van der Hiel
Rudolph
J. van der Hiel, Director |
March
14, 2005 |
/s/
John E.
Novak
John
E. Novak, Director |
March
14, 2005 |
/s/
James A. Wagner
James
A. Wagner, Director |
March
14, 2005 |
/s/
Larry J.
Croft
Larry
J. Croft, Director |
March
14, 2005 |
/s/
Mark L.
Dalton
Mark
L. Dalton, Director |
March
14, 2005 |
/s/
R. Joseph
Landy
R.
Joseph Landy, Director |
March
14, 2005 |
/s/
Roger C. Graham,
Jr.
Roger
C. Graham, Director |
March
14, 2005 |
/s/
E. Gene
Kosa
E.
Gene Kosa, Director |
March
14, 2005 |
/s/
Mickey L. Jones
Mickey
L. Jones, Assistant Treasurer
(Principal
Financial and Accounting Officer) |
March
14, 2005
|
EXHIBIT
INDEX
|
|
(3)(i)
- Articles of Incorporation of the Corporation, as amended. (Incorporated
by reference to Exhibit (3)(i) to the Annual Report on Form 10-K for the
fiscal year ended December 31, 2000, as filed with the Commission on May
11, 2000.) |
|
|
(3)(ii)
- By-laws of the Corporation, as amended. (Incorporated by reference to
Exhibit (3)(ii) to the Annual Report on Form 10-K for the fiscal year
ended December 31, 2003, as filed with the Commission on April 29,
2004). |
|
|
(10.1)
- Material Contracts. Consulting and Non-Compete Agreement with Richard E.
Wilber, Former Executive Officer of our company. (Incorporated by
Reference to Exhibit (10) to the Annual Report on Form 10-K for the fiscal
year ended December 31, 2003.) |
|
|
(10.2)
- Directors’ Deferred Compensation Plan |
|
|
(10.3)
- Directors’ Life Insurance Program |
|
|
(13)
- The Annual Report to Stockholders for the year ended December 31,
2004. |
|
|
(14)
- Code
of Ethics. (Incorporated by reference to Exhibit (14) to the Annual Report
on Form 10-K for the year ended December 31, 2003) |
|
|
(21)
- Subsidiaries of Citizens Financial Services, Inc. |
|
|
(31.1)
- 302 Certification of Principal Executive Officer |
|
|
(31.2)
- 302 Certification of Chief Financial Officer |
|
|
(32.1)
- Certification of Principal Executive Officer |
|
|
(32.2)
- Certification of Chief Financial
Officer |