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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, 2001.
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 ______
Commission file Number 0-10535
CITIZENS BANKING CORPORATION
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
MICHIGAN 38-2378932
- ----------------------------------------- ------------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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
Securities registered pursuant to Section 12(b) of the Act: none
Securities registered pursuant to Section 12(g) of the Act:
Citizens Banking Corporation Common Stock - No Par Value
- --------------------------------------------------------------------------------
(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. 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. [ ]
The aggregate market value of the voting common stock held by non-affiliates of
the Registrant as of March 14, 2002 was $1,438,583,351.
The number of shares outstanding of the Registrant's No Par Value Common Stock
as of March 14, 2002 was 44,981,654.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Citizens Banking Corporation's Proxy Statement for its annual
meeting of shareholders to be held April 16, 2002 are incorporated by reference
into Part III.
CITIZENS BANKING CORPORATION
2001 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
Page
----
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 ..................................................... 9
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters ............................... 10
Item 6. Selected Financial Data ................................................................................. 10
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations ................... 10
Item 7A. Quantitative and Qualitative Disclosures about Market Risk .............................................. 10
Item 8. Financial Statements and Supplementary Data ............................................................. 10
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure..................... 10
PART III
Item 10. Directors and Executive Officers of the Registrant ...................................................... 11
Item 11. Executive Compensation .................................................................................. 11
Item 12. Security Ownership of Certain Beneficial Owners and Management .......................................... 11
Item 13. Certain Relationships and Related Transactions .......................................................... 11
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K ........................................ 12
SIGNATURES ......................................................................................................... 13
EXHIBIT INDEX ......................................................................................................... 15
2
PART I
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, 2001,
Citizens had 2,776 full-time equivalent employees and directly or indirectly
owned the following subsidiaries.
- ---------------------------------------------------------------------------------------------------------------------------
Number Total Date
Principal of Assets Acquired/
zubsidiary Office Offices (in millions) Established
- ---------------------------------------------------------------------------------------------------------------------------
Citizens Bank (1) Flint, MI 127 $5,066.6 01/01/82
Citizens Bank -- Illinois, N.A. Berwyn, IL 3 241.5 05/01/87
F&M Bancorporation, Inc Kaukauna, WI N/A 11/01/99
F&M Bank -- Wisconsin (2) Kaukauna, WI 57 1,963.1 01/03/00
F&M Bank -- Iowa (3) Marshalltown, IA 14 509.0 11/01/99
- ---------------------------------------------------------------------------------------------------------------------------
(1) Consolidated totals of Citizens Bank include its non-bank subsidiaries:
Citizens Commercial Leasing Corporation (CCLC) -- 100% owned, CB Financial
Services, Inc. -- 100% owned, Citizens Bank Mortgage Corporation -- 100%
owned, Citizens Title Services, Inc -- 100% owned, Citizens Service
Company, Inc -- 100% owned, Citizens Bank Consumer Finance, LLC -- 99%
owned, Citizens Card Company -- 100% owned and CB Capital Management, Inc
-- 100% owned. All of the named subsidiaries are based in Flint, Michigan
except for CCLC, which is based in Saginaw, Michigan. Citizens Service
Company, Inc. owns the other 1% of Citizens Bank Consumer Finance, LLC.
(2) Consolidated totals of F&M Bank -- Wisconsin include its wholly owned
non-bank subsidiary, Pulaski Capital Corporation, based in the state of
Nevada.
(3) Consolidated totals of F&M Bank -- Iowa include its wholly owned non-bank
subsidiary, Security Bancservices, Inc., based in Marshalltown, Iowa.
Citizens provides a full range of banking and financial services to individuals
and businesses, including commercial and retail banking, consumer finance, asset
management, trust services, and mortgage financing and servicing. Operations are
primarily conducted through more than 201 banking offices, 245 ATM locations and
33 brokerage centers in Michigan, Illinois, Wisconsin and Iowa.
Citizens Bank, a wholly owned bank subsidiary of Citizens, directly owns several
non-bank subsidiaries as follows:
1. CB Financial Services, Inc. -- a seller of life insurance and annuity
products to clients subject to certain restrictions,
2. Citizens Bank Mortgage Corporation -- a provider of mortgage financing
and servicing to individuals and businesses,
3. Citizens Title Services, Inc. -- an issuer of title insurance to buyers
and sellers of residential and commercial mortgage properties including
those occurring due to loan refinancing,
4. Citizens Commercial Leasing Company -- a participant in high quality
indirect lease participations,
3
5. Citizens Service Company, Inc -- a holding company owning 1% of
Citizens Bank Consumer Finance, LLC,
6. Citizens Bank Consumer Finance, LLC -- a partnership established to
provide indirect consumer lending services to clients in Citizens'
markets
7. Citizens Card Company -- a company established to sell credit card
loans to a third party credit card company, and
8. CB Capital Management, Inc. -- a registered broker-dealer for Golden
Oak mutual funds.
Pulaski Capital Corporation, a wholly owned non-bank subsidiary of F&M Bank --
Wisconsin organized and existing under the laws of the State of Nevada, holds
and manages the majority of the bank's investment portfolio. Security
Bancservices, Inc, a wholly owned non-bank subsidiary of F&M Bank -- Iowa, sells
property and casualty insurance to clients in the Wisconsin and Iowa markets.
In March 2002, Citizens Banking Corporation formed a non-bank wholly owned
subsidiary, CB Wealth Management, NA. This subsidiary was formed to provide
trust services.
Mergers, Acquisitions and Divestitures
In November 2001, Citizens sold F&M Bank -- Minnesota with assets of $27
million. The bank was Citizens' sole location in Minnesota.
On May 12, 2000, Citizens purchased three Jackson, Michigan offices of Great
Lakes National Bank. The purchase added approximately $31 million in deposits
for which Citizens paid a premium of $3.9 million. On October 8, 1999, Citizens
acquired seventeen former Bank One offices located in the northern section of
Michigan's Lower Peninsula. This 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. These transactions were accounted for as
purchases; accordingly, the financial statements include their results of
operations only since the respective acquisition dates.
On November 1, 1999, Citizens expanded its primary market area to Wisconsin,
Iowa, and Minnesota through 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.
Additional information regarding Citizens' mergers, acquisitions and
divestitures is incorporated by reference from Exhibit 13 on page A-28 of such
document under the caption, "Note 2. Mergers, Acquisitions and Divestitures".
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 Other. Additional
information regarding Citizens' business lines is incorporated herein by
reference from Exhibit 13 on pages A-5 and A-6, and on pages A-41 and A-42 of
such document under the captions, "Lines of Business Reporting" and "Note 18.
Lines of Business", respectively.
4
Competition
The financial services industry is highly competitive. The banking subsidiaries
of Citizens 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 service
organizations including savings 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, consumer finance companies and other
organizations.
Loans comprise 77.0% of Citizens' average assets in 2001 and are made in the
normal course of business to individuals, partnerships, municipalities and
corporations. Credit is extended to clients 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, recreational vehicle, home equity and credit card loans and
represent 25.1% of the 2001 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 A-14 to A-16 and page
A-32 of such document under the captions "Loans", "Nonperforming Assets", and
"Note 6. 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. F&M, headquartered in Kaukauna, Wisconsin, 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. On January 3, 2000, the twenty Wisconsin bank charters were
consolidated into one bank and in December 2000 the local boards of directors
for the Wisconsin banks were consolidated into one statutory board. In November
2001, Citizens sold F&M Bank -- Minnesota with assets of $27 million.
Other factors such as employee relations and environmental laws also impact
Citizens' competitiveness. Citizens maintains a favorable relationship with its
employees. The impact of environmental laws is further discussed in "Item 3.
Legal Proceedings" of this document.
5
Supervision and Regulation
Citizens is a multi-bank holding company and, as such, is subject to supervision
and regulation by the Federal Reserve Board under the Bank Holding Company Act
of 1956, as amended (the "BHC Act"). The BHC Act requires Citizens to provide
notice or obtain the prior approval of the Board of Governors of the Federal
Reserve System to acquire or hold more than a 5% voting interest in any bank,
restricts interstate banking activities and prescribes limitations on the
non-banking activities of Citizens. The BHC Act allows interstate bank
acquisitions anywhere in the country and interstate branching by acquisition and
consolidation in those states that had not opted out by January 1, 1997. The BHC
Act restricts Citizens' non-banking activities to those which are determined by
the Federal Reserve Board to be financial in nature, incidental to such
financial activity, or complementary to a financial activity. The BHC does not
place territorial restrictions on the activities of non-bank subsidiaries of
bank holding companies. Citizens banking subsidiaries are subject to limitations
with respect to transactions with affiliates.
The enactment of the Graham-Leach-Bliley Act of 1999 (the "GLB Act") swept away
large parts of a regulatory framework that had its origins in the Depression Era
of the 1930s. On March 11, 2000, banks, other depository institutions, insurance
companies and securities firms were allowed 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
has as its umbrella regulator the Federal Reserve Board. Functional regulation
of the financial holding company's separately regulated subsidiaries is
conducted by their primary functional regulator. The GLB Act makes
"satisfactory" or higher Community Reinvestment Act and other types of
regulatory 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.
A substantial portion of Citizens' cash revenue is derived from dividends paid
by its subsidiary banks. The dividends are subject to various legal and
regulatory restrictions. Regulatory matters concerning payment of dividends to
Citizens by its banking subsidiaries, capital adequacy guidelines for Citizens
and 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 A-18 and A-43 of such document
under the captions, "Liquidity and Debt Capacity" and "Note 19 Regulatory
Matters", respectively.
Citizens' subsidiary banks are subject to the provisions of the National Bank
Act or the banking laws of their respective states. They are under the
supervision of, and are subject to periodic examination by, the Comptroller of
the Currency (OCC) or the respective state banking departments, and are subject
to the rules and regulations of the OCC, Board of Governors of the Federal
Reserve System and the Federal Deposit Insurance Corporation (FDIC). Citizens
Bank, F&M Bank -- Wisconsin and F&M Bank -- Iowa are chartered by their
respective states and are therefore subject to supervision, regulation and
examination by the Michigan Office of Financial and Insurance Services, the
Wisconsin Department of Financial Institutions and the Iowa Division of Banking,
respectively, 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 OCC. All of Citizens' subsidiary banks are subject to
supervision
6
and examination by the FDIC, as the FDIC, to the extent provided by the law,
insures their deposits. In addition, all banks are members of the Federal
Reserve System. Citizens' non-bank companies are supervised and examined by the
Federal Reserve System.
Citizens' subsidiary banks are also subject to certain laws of each state in
which such banks are located. Such state laws may restrict branching of banks
within the state and acquisition or merger involving banks located in other
states. Michigan, Illinois and Wisconsin have all adopted nationwide reciprocal
interstate banking.
The Financial Institutions Reform, Recovery, and Enforcement Act of 1989
(FIRREA) adopted in August 1989 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. FDICIA established 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
for bank lending and operation.
FDICIA also provides the FDIC with the authority to impose assessments on
insured Bank Insurance Fund (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
2002, banks maintaining the "well capitalized" designation will again have no
FDIC insurance premium requirements except for a special base assessment that
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.
During 2000, the Securities and Exchange Commission issued Regulation FD that
established affirmative disclosure requirements on public corporations such that
material nonpublic information must be widely, rather than selectively,
disseminated. Regulation FD is based on the premise that full and fair
disclosure is the cornerstone of an efficient market system. Citizens is subject
to Regulation FD. Through Regulation FD, the Securities and Exchange Commission
seeks to encourage broad public disclosure in order to increase investor
confidence in the integrity of the capital markets.
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
7
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.
ITEM 2. PROPERTIES
Citizens' offices are located at 328 South Saginaw Street, Flint, Michigan in
the main office building of Citizens Bank, its largest bank subsidiary.
Citizens' bank subsidiaries operate through 201 branch and financial banking
offices. Of these, 39 are leased and the remaining are owned. Rent expense on
the leased properties totaled $2,123,147 in 2001. The banking offices are
located in various communities throughout the states of Michigan and Wisconsin,
in parts of Iowa 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 A-33 under the caption "Note 8. 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
material 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
8
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 2001 to a vote of
security holders through the solicitation of proxies or otherwise.
9
PART II
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 A-21 under the caption "Table 12. Selected Quarterly
Information" of such document.
As of December 31, 2001, the approximate number of shareholders of the
Registrant's common stock is 16,400. 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 A-43 under the caption "Note 19.
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 A-3 under the caption "Table 1. Five Year Summary of 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 A-4 through A-22 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 A-18 through A-20 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 A-23 through A-47 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 A-21 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.
10
PART III
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 16, 2002 ("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 7 and on pages
14 through 16, respectively, of the Proxy Statement.
Regulation S-K Item 405 disclosure: Appears under the caption "Section
16(a) Beneficial Ownership Reporting Compliance" on page 30 of the 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 17 through 30 of the 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 pages 2 through 4 of the 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 29 and
30 of the Proxy Statement, and is incorporated herein by reference.
11
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Financial Statements:
The following consolidated financial statements of Citizens and Report
of Ernst & Young 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
2. Financial Statement Schedules:
All schedules are omitted - see Item 14(d) below.
3. Exhibits:
The exhibits listed on the "Exhibit Index" on pages 15 through 17 of
this report are filed herewith and are incorporated herein by
reference.
(b) Reports on Form 8-K
No reports of Form 8-K were filed for the quarter ended December 31,
2001.
(c) Exhibits:
The "Exhibit Index" is filed herewith on pages 15 through 17 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.
12
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, thereunto duly authorized.
CITIZENS BANKING CORPORATION
(Registrant)
by /s/William R. Hartman Date: March 25, 2002
- --------------------------------------
William R. Hartman
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 and Director March 25, 2002
- ----------------------------------------
Robert J. Vitito
/s/John W. Ennest Vice Chairman of the Board, March 25, 2002
- ---------------------------------------- Chief Financial Officer,
John W. Ennest Treasurer and Director
/s/Edward P. Abbott Director March 25, 2002
- ----------------------------------------
Edward P. Abbott
/s/Jonathan E. Burroughs II Director March 25, 2002
- ----------------------------------------
Jonathan E. Burroughs II
/s/Joseph P. Day Director March 25, 2002
- ----------------------------------------
Joseph P. Day
/s/Richard J. Dolinski Director March 25, 2002
- ----------------------------------------
Richard J. Dolinski
/s/Lawrence O. Erickson Director March 25, 2002
- ----------------------------------------
Lawrence O. Erickson
/s/Benjamin W. Laird Director March 25, 2002
- ----------------------------------------
Benjamin W. Laird
/s/Stephen J. Lazaroff Director March 25, 2002
- ----------------------------------------
Stephen J. Lazaroff
13
Signature Capacity Date
- ---------------------------------------- ---------------------------------------------- ----------------------------------
/s/William C. Shedd Director March 25, 2002
- ----------------------------------------
William C. Shedd
/s/Ada C. Washington Director March 25, 2002
- ----------------------------------------
Ada C. Washington
/s/Kendall B. Williams Director March 25, 2002
- ----------------------------------------
Kendall B. Williams
/s/James L. Wolohan Director March 25, 2002
- ----------------------------------------
James L. Wolohan
14
CITIZENS BANKING CORPORATION
2001 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 May 23, 2000, between Citizens and Citizens Bank, as Rights Agent
(incorporated by reference from Exhibit 4.1 of Citizens' Current Report on Form 8-K filed
June 8, 2000, 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 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
10.2 First Amendment to Citizens Banking Corporation Third Amended Stock Option Plan (incorporated
by reference from Exhibit 10.2 of Citizens' 2000 Second Quarter Report on Form 10-Q, file
number 0-10535). N/A
10.3 Citizens Banking Corporation All-Employee Stock Option Plan (incorporated by reference from
Exhibit 99 of Citizens' registration statement on Form S-8 filed June 26, 2000,
Registration No. 333-40100). N/A
10.4 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
10.5 First Amendment to Citizens Banking Corporation Stock Option Plan for Directors (incorporated
by reference from Exhibit 10.3 of Citizens' 2000 Second Quarter Report on Form 10-Q, file
number 0-10535). N/A
15
Exhibit EXHIBIT INDEX (continued) Form 10-K
No. Exhibit Page No.
- --------- ----------------------------------------------------------------------------------------------- --------
10.6 Post Effective Amendment No. 1 to Form S-4 on Form S-8 pertaining to "F&M Bancorporation, Inc.
1993 Incentive Stock Option Plan" and "F&M Bancorporation, Inc. 1993 Stock Option Plan for
Non-employee Directors" (incorporated by reference to Form S-8 filed December 22, 1999,
file number 333-86569). 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 Management Incentive Compensation Plan. (1)
10.9 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
10.10 Amended and Restated Citizens Banking Corporation Supplemental Retirement Benefits Plan for
John W. Ennest. N/A
10.11 Amended and Restated Citizens Banking Corporation Supplemental Retirement Benefits Plan for
Robert J. Vitito. N/A
10.12 Amended and Restated Change in Control Agreement. N/A
10.13 Citizens Banking Corporation Stock Compensation Plan. (1)
10.14 Employment Agreement between William R. Hartman and Citizens Banking Corporation dated
February 11, 2002 together with A. Form of Stock Compensation Plan, B. Restricted Stock
Award Agreement, C. Nonqualified Stock Option Agreement, D. Management Incentive Plan, E.
Supplemental Executive Retirement Plan, F. Change in Control Agreement, and G. Director
Indemnification Agreement. (1)
11 Computation of Per Share Earnings (incorporated by reference from Exhibit 13 on page A-37 of
such document under the caption "Note 14. Earnings Per Share"). N/A
13 Citizens Banking Corporation 2001 Annual Report (except as to portions expressly incorporated
herein, said Annual Report is included only for information). (1)
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)
- ----------------------------------------------------------------------------------------------------------------------------
N/A -- not applicable, exhibit incorporated by reference.
(1) Exhibit included in the following pages of this Annual Report on Form 10-K.
All other Exhibits required to be filed with this Form are not applicable and
have therefore been omitted.
17