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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 [No Fee Required]
For the fiscal year ended December 31, 1999
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]
For the transition period from to
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Commission file Number 0-10535
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CITIZENS BANKING CORPORATION
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(Exact name of registrant as specified in its charter)
MICHIGAN 38-2378932
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Citizens Banking Center,
328 S. Saginaw Street, Flint, Michigan 48502
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (810) 766-7500
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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock - No Par Value
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(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required 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. X Yes No
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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. [ ]
The aggregate market value of the voting stock held by non-affiliates of
the registrant was approximately $835,092,000 as of March 24, 2000.
The number of shares outstanding of the registrant's Common Stock (No par
value) was 47,544,549 as of March 24, 2000.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Citizens Banking Corporation Proxy Statement for its annual
meeting of shareholders to be held April 18, 2000 are incorporated by reference
into Part III.
(Exhibit Index - Pages 14 through 16)
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CITIZENS BANKING CORPORATION
1999 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
Page
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PART I
Item 1. Business ............................................................................................... 3
Item 2. Properties ............................................................................................. 8
Item 3. Legal Proceedings ...................................................................................... 8
Item 4. Submission of Matters To a Vote of Security Holders .................................................... 8
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters .............................. 9
Item 6. Selected Financial Data ................................................................................ 9
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations .................. 9
Item 7A. Quantitative and Qualitative Disclosures About Market Risk ............................................. 9
Item 8. Financial Statements and Supplementary Data ............................................................ 9
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.................... 9
PART III
Item 10. Directors and Executive Officers of the Registrant ..................................................... 10
Item 11. Executive Compensation ................................................................................. 10
Item 12. Security Ownership of Certain Beneficial Owners and Management ......................................... 10
Item 13. Certain Relationships and Related Transactions ......................................................... 10
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K ....................................... 11
SIGNATURES ........................................................................................................ 12
EXHIBIT INDEX ........................................................................................................ 14
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PART I
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ITEM 1. BUSINESS
General
Citizens Banking Corporation ("Citizens") was organized January 1, 1982.
It is a multibank holding company registered under the Bank Holding Company Act
of 1956, as amended, and is incorporated in the State of Michigan. On December
31, 1999, Citizens had 3,220 full-time equivalent employees and directly or
indirectly owned the following subsidiaries at year-end 1999.
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Total
Principal Number of Assets Date
Subsidiary Office Offices (in millions) Acquired
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Citizens Bank (1) Flint, MI 136 $4,930.1 01/01/82
Citizens Bank - Illinois, N.A. Berwyn, IL 3 251.6 05/01/87
F&M Bancorporation, Inc. (2)
F&M Merger Corporation
F&M Bank - Cannon Valley Dundas, MN 1 27.9 11/01/99
F&M Bank - Central Stevens Point, WI 5 140.9 11/01/99
F&M Bank - East Troy East Troy, WI 2 59.2 11/01/99
F&M Bank - Elkhorn Elkhorn, WI 1 96.9 11/01/99
F&M Bank - Jefferson Jefferson, WI 2 96.6 11/01/99
F&M Bank - Grant County Fennimore, WI 4 134.4 11/01/99
F&M Bank - Kiel Kiel, WI 1 45.2 11/01/99
F&M Bank - Lakeland Woodruff, WI 7 198.9 11/01/99
F&M Bank - Landmark Clear Lake, WI 4 45.4 11/01/99
F&M Bank - Northeast Pulaski, WI 11 377.6 11/01/99
F&M Bank - Prairie du Chien Prairie du Chien, WI 5 98.5 11/01/99
F&M Bank - Superior Superior, WI 2 35.7 11/01/99
F&M Bank - Winnebago County Omro, WI 3 104.7 11/01/99
BancSecurity Corporation
F&M Bank - Iowa Central (3) Marshalltown, IA 14 614.7 11/01/99
F&M Bank - Algoma Algoma, WI 3 100.9 11/01/99
F&M Bank - Appleton Appleton, WI 4 81.6 11/01/99
F&M Bank - Brodhead Brodhead, WI 1 36.2 11/01/99
F&M Bank - Darlington, N.A. Darlington, WI 4 113.9 11/01/99
F&M Bank - Hilbert Hilbert, WI 3 33.3 11/01/99
F&M Bank - Kaukauna Kaukauna, WI 5 160.6 11/01/99
F&M Bank - New London New London, WI 1 39.3 11/01/99
F&M Bank - Waushara County Watoma, WI 4 107.4 11/01/99
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(1) Consolidated totals of Citizens Bank include its wholly owned non-bank
subsidiaries, Citizens Commercial Leasing Corporation ("CCLC"), CB
Financial Services, Inc., Citizens Bank Mortgage Corporation and Citizens
Title Services. All of the named subsidiaries are based in Flint, Michigan
except for CCLC, which is based in Saginaw, Michigan.
(2) At year-end 1999, F&M Bancorporation, Inc. directly owned two bank holding
companies and eight banks. Effective January 3, 2000, Citizens dissolved
the two bank holding companies and consolidated the Wisconsin banks into
one Wisconsin bank.
(3) Consolidated totals of F&M Bank - Iowa Central include its wholly owned
non-bank subsidiary, Security Bancservices, Inc. based in Marshalltown,
Iowa.
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Citizens' subsidiary banks are full service commercial banks offering a
variety of financial services to corporate, commercial, correspondent and
individual bank customers. These services include commercial, agricultural,
mortgage and consumer lending, demand and time deposits, trust services,
investment services, safe deposit facilities, and other financial products and
services. The bank subsidiaries are wholly owned by Citizens and operate through
226 banking offices located in the five midwestern states of Michigan,
Wisconsin, Illinois, Iowa, and Minnesota. Areas served include most of
Michigan's Lower Peninsula, most of Wisconsin, central Iowa, the western
suburban market of Chicago, Illinois and Dundas, Minnesota.
On December 29, 1994, the State of Michigan amended the State's Banking
Code of 1969 to allow banks to engage in the insurance business and to own an
insurance agency. Although the National Bank Holding Company Act prohibits the
holding company from direct ownership of an insurance agency, banks within the
holding company may now do so. During the second quarter of 1997, Citizens Bank
established a wholly owned subsidiary, called CB Financial Services, Inc.
Through this subsidiary, Citizens sells life insurance and annuity products to
clients subject to certain restrictions.
In 1997, Citizens Bank established a wholly owned subsidiary, Citizens
Bank Mortgage Corporation, to originate new mortgage loans to be sold to the
secondary market or held in portfolio. The Mortgage Corporation provides
residential mortgage services similar to those previously provided by Citizens
Bank. Also in 1997, Citizen Bank established a wholly owned subsidiary, Citizens
Title Services, Inc. This subsidiary provides title insurance to buyers and
sellers of residential and commercial mortgage properties including those
occurring due to loan refinancing.
Citizens Commercial Leasing Company, a wholly owned subsidiary of
Citizens Bank, participates in high quality indirect lease participations.
Security Bancservices, Inc, a wholly owned subsidiary of F&M Bank - Iowa
Central, sells property and casualty insurance to clients in the F&M markets.
On July 1, 1997, Citizens merged with CB Financial Corporation
headquartered in Jackson, Michigan. The merger resulted in an expanded presence
in the greater Jackson/Lansing markets and in northwestern Michigan. As part of
the merger, Citizens issued 6.3 million shares of its common stock for all of
the outstanding shares of CB Financial Corporation. The merger was accounted for
as a pooling of interests resulting in the restatement of all financial
information presented.
On October 8, 1999, Citizens acquired seventeen former Bank One offices
located in the northern section of Michigan's Lower Peninsula. The transaction
was accounted for as a purchase; accordingly, the assets acquired and
liabilities assumed were recorded at estimated fair value. The purchase added
approximately $88 million in loans and $442 million in deposits. Citizens paid a
premium of $36.1 million or 10.13% on certain core deposits. The acquired
branches' results of operations have been included in Citizens' consolidated
totals from the date of acquisition only.
On November 1, 1999, Citizens expanded into the new market areas of
Wisconsin, Iowa, and Minnesota through the merger with F&M Bancorporation, Inc.
("F&M") headquartered in Kaukauna, Wisconsin. As part of the merger, Citizens
issued 21.0 million shares of its common stock, based on a fixed exchange ratio
of 1.303, for all of the outstanding shares of F&M. The merger was accounted for
as a pooling of interests resulting in the restatement of all financial
information presented. Addition information regarding Citizens' mergers and
acquisition is incorporated by reference from Exhibit 13 on page 27 of such
document under the caption, "Note 2. Mergers and Acquisition."
Lines of Business
The performance of Citizens is monitored by an internal profitability
measurement system that provides line of business results and key performance
measures. Citizens operates along the following business lines: Commercial
Banking, Retail Banking, Financial Services, F&M, and all other. Additional
information regarding Citizens' business lines is incorporated herein by
reference from Exhibit 13 on page
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4 and on pages 39 and 40 of such document under the captions, "Lines of Business
Reporting" and "Note 17. Lines of Business", respectively.
Competition
The financial services industry is highly competitive. The banking
subsidiaries compete with other commercial banks, many of which are subsidiaries
of other bank holding companies, for loans, deposits, trust accounts and other
business on the basis of interest rates, fees, convenience and quality of
service. They also actively compete with a variety of other financial services
organizations including savings and loan associations, finance companies,
mortgage banking companies, brokerage firms, credit unions and other
organizations. The non-banking subsidiaries compete with other companies in
related industries including other leasing companies, title insurance companies,
mortgage banking companies, insurance companies and other organizations.
Loans comprise 75.3% of Citizens' average assets and are made in the
normal course of business to individuals, partnerships, municipalities and
corporations. Credit is extended to customers within the commercial, commercial
mortgage, real estate construction, real estate mortgage, consumer and lease
financing categories. Consumer loans are primarily composed of automobile,
personal, marine, home equity and bankcard loans and represent 25.4% of the 1999
average loan portfolio. Consumer loans originated follow strict corporate credit
underwriting procedures. Real estate mortgage loan extensions are primarily
first liens on one to four family structures and unless insured by a private
mortgage insurance company typically have traditional loan to appraisal ratios
of 80% or less. Commercial and commercial mortgage loan originations generally
do not rely on the performance of the real estate market to generate funds for
repayment and do not represent a concentration in any one industry or company.
Additional information on the composition of the loan portfolio and the related
nonperforming assets is incorporated herein by reference from Exhibit 13 on
pages 12 to 14 of such document under the captions "Loans" and "Nonperforming
Assets".
Mergers between and the expansion of financial institutions both within
and outside of our primary Midwest banking markets have provided significant
competitive pressure in those markets. In addition, the passage of federal
interstate banking legislation has expanded the banking market and heightened
competitive forces. The affect of this legislation is further discussed under
the caption "Supervision and Regulation".
On November 1, 1999, Citizens entered the Wisconsin, Iowa, and Minnesota
markets through a merger with F&M headquartered in Kaukauna, Wisconsin, which
included twenty subsidiary banks in Wisconsin, one subsidiary bank in Iowa, and
one subsidiary bank in Minnesota. Most of the banks are located in small cities
and rural areas that have diverse economies and a mix of manufacturing, service,
retailing, and agricultural businesses. F&M has a dominant market position in
many of the markets it serves, which we believe provides a competitive
advantage. The local management of the banks was retained and the local boards
of directors were consolidated into regional "community boards". Effective
January 3, 2000, the twenty Wisconsin bank charters were consolidated into one
bank.
Other factors such as employee relations and environmental laws also
impact Citizens' competitiveness. Presently, none of Citizens' employees are
covered by collective bargaining agreements and Citizens maintains a favorable
relationship with its employees. The impact of environmental laws is further
discussed in "Item 3. Legal Proceedings" of this document.
Supervision and Regulation
Citizens is subject to supervision and regulation by the Federal Reserve
Board under the Bank Holding Company Act of 1956, as amended (the "Act"). The
Act requires Citizens to provide notice or obtain the prior approval of the
Board of Governors of the Federal Reserve System for bank and non-bank
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acquisitions and prescribes limitations on the non-banking activities of
Citizens. As a bank holding company, Citizens and its subsidiaries are able only
to conduct the business of banking and activities so closely related to banking
or managing or controlling banks as to be a proper incident thereto.
Citizens' subsidiary banks are subject to various regulatory authorities.
Citizens Bank is chartered by the State of Michigan and is subject to
supervision, regulation and examination by the Financial Institutions Bureau of
the State of Michigan as well as the Federal Reserve Board. Citizens Bank -
Illinois, N.A. is chartered under federal law and is subject to supervision,
regulation and examination by the Comptroller of the Currency. All but one of
the Wisconsin F&M Banks are incorporated under the banking laws of Wisconsin and
is therefore subject to supervision, regulation, and examination by the
Wisconsin Department of Financial Institutions. F&M Bank -Darlington is
chartered under federal law and is subject to supervision, regulation and
examination by the Comptroller of the Currency. The other F&M Banks are
chartered in Iowa and Minnesota, and are subject to the supervision, regulation,
and examination by the Iowa Division of Banking and the Minnesota Department of
Commerce, respectively. All of Citizens' subsidiary banks are subject to
supervision and examination by the Federal Deposit Insurance Corporation
("FDIC"), as their deposits are insured by the FDIC to the extent provided by
the law. In addition, all banks are members of the Federal Reserve System.
Citizens' non-bank companies are supervised and examined by the Federal Reserve
System.
Certain regulatory matters concerning capital adequacy guidelines for
Citizens and its banking subsidiaries, limitations on the payment of dividends
to Citizens by its banking subsidiaries and maintenance of minimum average
reserve balances by the banking subsidiaries with the Federal Reserve Bank are
incorporated herein by reference from Exhibit 13 on pages 16, 17 and 41 of such
document under the captions, "Liquidity and Debt Capacity" and "Note 18
Regulatory Matters", respectively.
The 1994 passage of the federal Riegle-Neal Interstate Banking and
Branching Efficiency Act allows states the ability to enact legislation
permitting interstate branching but gives them no choice in opting out of
provisions related to interstate banking. The effect of the interstate banking
provisions do not impact Michigan or neighboring states since these states have
previously passed legislation allowing bank holding companies to own bank
affiliates in multiple states. On November 29, 1995 the Michigan legislature
passed Public Act 202 permitting interstate branching. This law allows a bank
the ability to establish branches outside of the State of Michigan provided that
state adopts similar legislation. The law may impact Citizens as states adjacent
to Michigan pass similar legislation. The impact of this is not expected to
significantly affect Citizens' strategic plan, except to allow potentially
greater consolidation benefits if Citizens continues to acquire additional banks
outside of Michigan.
The Financial Institutions Reform, Recovery, and Enforcement Act of 1989
("FIRREA") adopted in August 1989 significantly affected financial institutions.
Key provisions of FIRREA provided for the acquisition of thrift institutions by
bank holding companies (previously only failing thrifts were permitted to be
acquired), increased deposit insurance assessments for insured banks, redefined
applicable capital standards for banks and thrifts, broadened the enforcement
power of federal bank regulatory agencies, and required that any FDIC-insured
depository institution be held liable for any loss incurred by the FDIC in
connection with the default of any commonly controlled FDIC-insured depository
institution or any assistance provided by the FDIC to any such institution in
danger of default.
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA"), signed into law on December 19, 1991, imposed on banks relatively
detailed standards and mandated the development of additional regulations
governing nearly every aspect of the operations and management of banks, in
addition to many aspects of bank holding companies. Some of the major provisions
contained in FDICIA includes recapitalization of the Bank Insurance Fund
("BIF"), a risk-based insurance premium assessment system, a capital-based
supervision system that links supervisory intervention to the deterioration of a
bank's capital level, new auditing and accounting and examination requirements,
and mandated standards
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for bank lending and operation.
FDICIA provides the FDIC with the authority to impose assessments on
insured BIF member depository institutions to maintain the fund at the
designated reserve ratio defined in FDICIA. In response to the BIF attaining the
designated reserve ratio in 1995, FDIC assessments were effectively eliminated
in 1996 for banks meeting the requirements of supervisory risk subgroup 1.A.
"well capitalized". All of Citizens' subsidiaries have sufficient capital to
maintain this designation (the FDIC's highest rating). In 2000, banks
maintaining the "well capitalized" designation will again have no FDIC insurance
premium requirements except for a special base assessment of approximately 2.08
cents per 100 dollars of deposits. This special assessment, authorized by the
Deposit Insurance Funds Act of 1996 passed by Congress on September 30, 1996,
applies to all commercial banks regardless of risk subgroup classification.
Further regulatory changes could impact the amount and type of assessments paid
by Citizens' subsidiary banks.
The enactment of the Graham-Leach-Bliley Act of 1999 (the "GLB Act") sweeps
away large parts of a regulatory framework that had its origins in the
Depression Era of the 1930s. Effective March 11, 2000, new opportunities will be
available for banks, other depository institutions, insurance companies and
securities firms to enter into combinations that permit a single financial
services organization to offer customers a more complete array of financial
products and services. The GLB Act provides a new regulatory framework for
regulation through the financial holding company, which will have as its
umbrella regulator the Federal Reserve Board. Functional regulation of the
financial holding company's separately regulated subsidiaries will be conducted
by their primary functional regulator. The GLB Act makes satisfactory or above
Community Reinvestment Act compliance for insured depository institutions and
their financial holding companies necessary in order for them to engage in new
financial activities. The GLB Act provides a federal right to privacy of
non-public personal information of individual customers. Citizens Banking
Corporation and its subsidiaries are also subject to certain state laws that
deal with the use and distribution of non-public personal information.
Monetary Policy
The monetary and fiscal policies of regulatory authorities, including the
Federal Reserve System, strongly influence the banking industry. Through open
market securities transactions, variations in the discount rate and the
establishment of reserve requirements, the Board of Governors of the Federal
Reserve System exerts considerable influence on interest rates and the supply of
money and credit. The effect of these measures on future business and earnings
of Citizens cannot be predicted.
Environmental Matters
Citizens' primary exposure to environmental risk is through its trust
services and its lending activities. In each instance, Citizens has policies and
procedures in place to mitigate its environmental risk exposures. With respect
to lending activities, environmental site assessments at the time of loan
origination are mandated by Citizens to confirm collateral quality as to
commercial real estate parcels posing higher than normal potential for
environmental impact, as determined by reference to present and past uses of the
subject property and adjacent sites. Environmental assessments are also mandated
prior to any foreclosure activity involving non-residential real estate
collateral. In the case of trust services, Citizens utilizes various types of
environmental transaction screening to identify actual and potential risks
arising from any proposed holding of non-residential real estate for trust
accounts. Consequently Citizens does not anticipate any material effect on
capital expenditures, earnings or the competitive position of itself or any of
its subsidiaries with regard to compliance with federal, state or local
environmental protection laws or regulations. Additional information is provided
in the "Item 3. Legal Proceedings" section of this document.
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ITEM 2. PROPERTIES
Citizens' offices are located at One Citizens Banking Center, 328 South
Saginaw Street, Flint, Michigan in the main office building of Citizens Bank,
its largest bank subsidiary. Citizens' subsidiaries operate through 226 banking
offices. Of these, 42 are leased and the remaining are owned. Rent expense on
the leased properties totaled $2,264,373 in 1999.
The banking offices are located in various communities throughout the
states of Michigan and Wisconsin, parts of Iowa, in Dundas, Minnesota, and in
the western suburbs of Chicago, Illinois. At certain Citizens Bank locations a
portion of the office buildings are leased to tenants.
Additional information related to the property and equipment owned or
leased by Citizens and its subsidiaries is incorporated herein by reference from
Exhibit 13 on page 30 under the caption "Note 7.
Premises and Equipment" of such document.
ITEM 3. LEGAL PROCEEDINGS
Citizens and its subsidiaries are parties to a number of lawsuits
incidental to its business. Although litigation is subject to many uncertainties
and the ultimate exposure with respect to many of these matters cannot be
ascertained, management does not believe the ultimate outcome of these matters
will have a materially adverse effect on the financial condition or the
liquidity of Citizens.
From time to time, certain of Citizens' subsidiaries are notified by
applicable environmental regulatory agencies, pursuant to State or Federal
environmental statutes or regulations, that they may be potentially responsible
parties ("PRPs") for environmental contamination on or emanating from properties
currently or formerly owned. Typically, exact costs of remediating the
contamination cannot be fully determined at the time of initial notification.
While, as PRPs, these subsidiaries are potentially liable for the costs of
remediation, in most cases, a number of other PRPs have been identified as being
jointly and severally liable for remediation costs. Additionally, in certain
cases, statutory defenses to liability for remediation costs may be asserted
based on the subsidiaries' status as lending institutions that acquired
ownership of the contaminated property through foreclosure. Citizens' management
is not presently aware of any environmental liabilities that pose a reasonable
possibility of future material impact on Citizens or its earnings. It is
Citizens' policy to establish and accrue appropriate reserves for all such
identified exposures during the accounting period in which a loss is deemed to
be probable and the amount is determinable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the fourth quarter of 1999 to a vote of
security holders through the solicitation of proxies or otherwise.
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PART II
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ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER'S MATTERS
The information required by this item is incorporated herein by reference
from Exhibit 13 on page 20 under the caption "Table 12. Selected Quarterly
Information" of such document.
The approximate number of shareholders of the Registrant's common stock
is 15,000 as of December 31, 1999. This number includes an estimate for
individual participants in the security positions of certain shareholders of
record.
Restrictions on the Registrant's ability to pay dividends are
incorporated herein by reference from Exhibit 13 on page 41 under the caption
"Note 18. Regulatory Matters" of such document.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is incorporated herein by reference
from Exhibit 13 on page 1 under the caption "Table 1. Selected Financial Data"
of such document.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results
of Operations required by this item is incorporated herein by reference from
Exhibit 13 on pages 1 through 21 of such document.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is incorporated by reference from
Exhibit 13 on pages 17 and 18 under the captions "Interest Rate Risk" and
"Interest Rate Sensitivity" of such document.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Financial Statements are incorporated herein by reference from
Exhibit 13 on pages 22 through 46 of such document.
Supplementary data of Citizens' quarterly results of operations required
by this item are incorporated herein by reference from Exhibit 13 on page 20 of
such document under the caption "Table 12. Selected Quarterly Information".
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
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PART III
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item appears in Citizens' proxy
statement for its annual meeting of shareholders to be held April 18, 2000
("1999 Proxy Statement"), and is incorporated herein by reference as follows:
Regulation S-K Item 401 disclosures: Appear under the captions "Election
of Directors" and "Executive Officers" on pages 5 through 8 and on pages
11 through 13, respectively, of the 1999 Proxy Statement.
Regulation S-K Item 405 disclosure: Appears under the caption "Section
16(a) Beneficial Ownership Reporting Compliance" on page 24 of the 1999
Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item appears under the caption
"Compensation of Directors," on page 10 and under the captions "Executive
Compensation", "Compensation and Human Resources Committee Report on Executive
Compensation", "Shareholder Return", and "Compensation Committee Interlocks and
Certain Transactions and Relationships" on pages 14 through 24 of the 1999 Proxy
Statement, and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item appears under the captions
"Security Ownership of Certain Beneficial Owners" and "Security Ownership of
Management" on page 2 and on pages 3 and 4, respectively, of the 1999 Proxy
Statement, and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item appears under the caption
"Compensation Committee Interlocks and Certain Transactions and Relationships"
on pages 23 and 24 of the 1999 Proxy Statement, and is incorporated herein by
reference.
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PART IV
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Financial Statements:
The following consolidated financial statements of Citizens, Report of
Ernst & Young LLP, Independent Auditors and Report of Wipfli Ulrich
Bertelson LLP, Independent Auditors are incorporated by reference under
Item 8 "Financial Statements and Supplementary Data" of this document:
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Changes in Shareholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Report of Ernst & Young LLP, Independent Auditors
Report of Wipfli Ullrich Bertelson LLP, Independent Auditors
2. Financial Statement Schedules:
All schedules are omitted - see Item 14(d) below.
3. Exhibits:
The exhibits listed on the "Exhibit Index" on pages 14 through 16 of
this report are filed herewith and are incorporated herein by
reference.
(b) Reports on Form 8-K
Form 8-K, filed November 9, 1999, announcing completion of Citizens'
merger with F&M Bancorporation, Inc. on November 1, 1999.
(c) Exhibits:
The "Exhibit Index" is filed herewith on pages 14 through 16 of this
report and is incorporated herein by reference.
(d) Financial Statement Schedules:
All financial statement schedules normally required by Article 9 of
Regulation S-X are omitted since they are either not applicable or the
required information is shown in the consolidated financial statements
or notes thereto.
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SIGNATURES
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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, thereunto duly authorized.
CITIZENS BANKING CORPORATION
(Registrant)
by /s/Robert J. Vitito Date: March 24, 2000
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Robert J. Vitito
Chairman, President and Chief Executive Officer
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 Capacity Date
- - ---------------------------------------- ---------------------------------------------- ----------------------------------
/s/Robert J. Vitito Chairman of the Board, President, March 24, 2000
- - ---------------------------------------- Chief Executive Officer and Director
Robert J. Vitito
/s/John W. Ennest Vice Chairman of the Board, March 24, 2000
- - ---------------------------------------- Chief Financial Officer,
John W. Ennest Treasurer and Director
/s/Edward P. Abbott Director March 24, 2000
- - ----------------------------------------
Edward P. Abbott
/s/Hugo E. Braun, Jr. Director March 24, 2000
- - ----------------------------------------
Hugo E. Braun, Jr.
/s/Jonathan E. Burroughs II Director March 24, 2000
- - ----------------------------------------
Jonathan E. Burroughs II
/s/Joseph P. Day Director March 24, 2000
- - ----------------------------------------
Joseph P. Day
/s/Lawrence O. Erickson Director March 24, 2000
- - ----------------------------------------
Lawrence O. Erickson
/s/Ronald E. Fenton Director March 24, 2000
- - ----------------------------------------
Ronald E. Fenton
/s/Victor E. George Director March 24, 2000
- - ----------------------------------------
Victor E. George
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Signature Capacity Date
- - ---------------------------------------- ---------------------------------------------- ----------------------------------
/s/William J. Hank Director March 24, 2000
- - ----------------------------------------
William J. Hank
/s/Gail E. Janssen Director March 24, 2000
- - ----------------------------------------
Gail E. Janssen
/s/Stephen J. Lazaroff Director March 24, 2000
- - ----------------------------------------
Stephen J. Lazaroff
/s/William F. Nelson, Jr. Director March 24, 2000
- - ----------------------------------------
William F. Nelson, Jr.
/s/Robert C. Safford Director March 24, 2000
- - ----------------------------------------
Robert C. Safford
/s/William C. Shedd Director March 24, 2000
- - ----------------------------------------
William C. Shedd
/s/James E. Truesdell, Jr. Director March 24, 2000
- - ----------------------------------------
James E. Truesdell, Jr.
/s/Ada C. Washington Director March 24, 2000
- - ----------------------------------------
Ada C. Washington
/s/Charles R. Weeks Director March 24, 2000
- - ----------------------------------------
Charles R. Weeks
/s/Kendall B. Williams Director March 24, 2000
- - ----------------------------------------
Kendall B. Williams
/s/James L. Wolohan Director March 24, 2000
- - ----------------------------------------
James L. Wolohan
13
14
CITIZENS BANKING CORPORATION
1999 Annual Report on Form 10-K
EXHIBIT INDEX
(FILED AS PART OF THIS REPORT ON FORM 10-K)
Exhibit Form 10-K
No. Exhibit Page No.
------- ------------------------------------------------------------------------------------------------ ---------
3 Restated Articles of Incorporation, as amended. (incorporated by reference from Exhibit 3(a) of
Citizens' 1995 Annual Report on Form 10K, file number 0-10535). N/A
3.1 Amended and Restated Bylaws (incorporated by reference from Exhibit 3(b) of Citizens' 1997
Third Quarter Report on Form 10-Q, file number 0-10535). N/A
4 Rights Agreement, dated July 20, 1990, between Citizens and Citizens Bank, as Rights Agent
(incorporated by reference from Exhibit 4(a) of Citizens' Report on Form 8-K filed July 26,
1990, file number 0-10535). N/A
10 Citizens Banking Corporation Second Amended Stock Option Plan (incorporated by reference from
Exhibit 4 of Citizens' registration statement on Form S-8 filed May 5, 1992--Registration
No. 33-47686). N/A
10.1 Composite form of "Stock Option Agreement" executed between Citizens and certain executive
officers of Citizens pursuant to Citizens' Second Amended Stock Option Plan (incorporated
by reference from Exhibit 10(e) of Citizens' 1992 Annual Report on Form 10-K, file number
0-10535). N/A
10.2 Citizens Banking Corporation Management Incentive Compensation Program (incorporated by reference
from pages 18 and 19 of Citizens' Proxy Statement for its 1999 Annual Meeting of Shareholders
under the caption "Management Incentive Plan", file number 0-10535). N/A
10.3 Citizens Banking Corporation Amended and Restated Director's Deferred Compensation Plan
(incorporated by reference from Exhibit 10(h) of Citizens' 1994 Annual Report on Form 10-K,
file number 0-10535). N/A
10.4 Deferred Compensation Agreement for Charles R. Weeks, as amended, and related Citizens Banking
Corporation Deferred Benefits Trust Agreement (incorporated by reference from Exhibit 10(d) of
Citizens' 1989 Annual Report on Form 10-K, file number 0-10535). N/A
10.5 Citizens Banking Corporation Supplemental Retirement Benefits Plan for Charles R. Weeks, as
amended (incorporated by reference from Exhibit 10(e) of Citizens' 1989 Annual Report on
Form 10-K, file number 0-10535). N/A
14
15
Exhibit EXHIBIT INDEX (continued) Form 10-K
No. Exhibit Page No.
------- ------------------------------------------------------------------------------------------------ ---------
10.6 Citizens Banking Corporation Stock Option Plan for Directors (incorporated by reference from
Exhibit 99 of Citizens' registration statement on Form S-8 filed July 21, 1995--Registration
No. 33-61197). N/A
10.7 Citizens Banking Corporation Amended and Restated Section 401(k) Plan (incorporated by
reference from Exhibit 99.1 of Citizens' registration statement on Form S-8 filed August 2,
1996 - Registration No. 333-09455). N/A
10.8 Citizens Banking Corporation Supplemental Retirement Benefits Plan for John W. Ennest.
(incorporated by reference from Exhibit 10(p) of Citizens' 1996 Annual Report on Form 10-K,
file number 0-10535). N/A
10.9 Citizens Banking Corporation Supplemental Retirement Benefits Plan for Robert J. Vitito.
(incorporated by reference from Exhibit 10(q) of Citizens' 1996 Annual Report on Form 10-K,
file number 0-10535). N/A
10.10 Citizens Banking Corporation Third Amended Stock Option Plan (incorporated by reference from
Exhibit 10(r) of Citizens' 1997 Second Quarter Report on Form 10-Q, file number 0-10535). N/A
10.11 Citizens Banking Corporation Change in Control Agreement (incorporated by reference form Exhibit
10(s) of Citizens' 1997 Annual Report on Form 10-K, file number 0-10535). N/A
10.12 F&M Bancorporation, Inc.'s Deferred Compensation Agreement with Gail E. Janssen (incorporated N/A
by reference from Exhibit 10.6 of F&M's Report on Form 10-K for the year ended December 31,
1992, file number 0-14553). N/A
10.13 F&M Bancorporation, Inc.'s Officers' Stock Purchase Plan (incorporated by reference from F&M's
Proxy Statement for its 1996 Annual Meeting of Shareholders under the caption "Officers'
Stock Purchase Plan", file number 0-14553). N/A
10.14 Employment Agreement dated as of August 1, 1998 between F&M Bancorporation Inc. and John W.
Johnson (incorporated by reference from Exhibit 10.1 of F&M's Report on Form 10-Q for the
quarter ended September 30, 1998, file number 0-14553). N/A
11 Computation of Per Share Earnings (incorporated by reference from Exhibit 13 on page 35 under
the caption "Note 13. Earnings Per Share" of such document). N/A
13 Citizens Banking Corporation 1999 Annual Report (except as to portions expressly incorporated
herein, said Annual Report is included only for information). (1)
15
16
Exhibit EXHIBIT INDEX (continued) Form 10-K
No. Exhibit Page No.
------- ------------------------------------------------------------------------------------------------ ---------
21 Subsidiaries of the Registrant (1)
23 Consent of Ernst & Young LLP (1)
23.1 Consent of Wipfli Ullrich Bertelson LLP (1)
27 Financial Data Schedules (1)
- - -------------------------------------------------------------------------------------------------------------------------------
N/A - not applicable, exhibit incorporated by reference.
(1) Exhibit included on the following pages of this Annual Report on Form 10-K
filing.
All other Exhibits required to be filed with this Form are not applicable and
have therefore been omitted.
16