SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 1, 1997
CITIZENS BANKING CORPORATION
(Exact name of Registrant as specified in its charter)
Michigan 0-10535 38-2378932
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
One Citizens Banking Center,
328 South Saginaw Street, Flint, Michigan 48502
(Address of principal executive offices)
Registrant's telephone number, including area code: (810)766-7500
N/A
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 1, 1997 (the "Effective Date"), pursuant to an Agreement and Plan
of Merger, dated as of January 27, 1997 (the "Merger Agreement"), by and among
Citizens Banking Corporation (the "Registrant"), Polaris Acquisition, Inc., a
wholly-owned subsidiary of the Registrant ("Merger Sub"), and CB Financial
Corporation ("CB"), Merger Sub merged with and into CB (the "Merger"). As a
result of the Merger, CB, the surviving corporation, became a wholly-owned
subsidiary of the Registrant. On the Effective Date, each share of CB common
stock issued and outstanding was converted into the right to receive 1.489
shares of the Registrant's common stock. The background of the Merger, a
description of the recommendations of the Registrant's Board and the CB Board,
and the reasons for the Merger are included in the Registrant's Registration
Statement on Form S-4 (the "Registration Statement") filed May 21, 1997,
Registration No. 333-27565, and are incorporated herein by reference.
CB is a bank holding company, which, through its banking subsidiaries,
provides banking and financial services. Immediately following the Merger,
the banking subsidiaries of CB were merged with and into Citizens Bank, the
Registrants wholly owned banking subsidiary.
Prior to the execution of the Merger Agreement, there was no material
relationship between the Registrant and CB or between any officers or
directors of the Registrant and the officers or directors of CB.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
(1) The CB Consolidated Balance Sheet March 31, 1997 and March
31, 1996; Consolidated Statement of Income For the Three
Months Ended March 31, 1997 and 1996; Consolidated Statement
of Cash Flow For the Three Months Ended March 31, 1997 and
1996; and related Notes to Consolidated Financial Statements
were included in CB's Form 10-Q for the quarter ended March
31, 1997, were incorporated by reference in the Registration
Statement previously filed and are incorporated herein by
reference.
(2) The CB Consolidated Balance Sheet December 31, 1996 and
December 31, 1995; Consolidated Statement of Income For the
Years Ended December 31, 1996, 1995 and 1994; Consolidated
Statement of Changes in Shareholders' Equity For the Years
Ended December 31, 1996, 1995 and 1994; Consolidated
Statement of Cash Flow For the Years Ended December 31,
1996, 1995 and 1994; and related Notes to Consolidated
Financial Statements were included in CB's Form 10-K for the
year ended December 31, 1996, were incorporated by reference
in the Registration Statement previously filed and are
incorporated herein by reference.
(b) Pro Forma Financial Information.
The Unaudited Pro Forma Condensed Combined Financial Statements of
the Registrant were included in the Registration Statement
previously filed and are incorporated herein by reference.
(c) Exhibits:
EX. NO. DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of January 27,
1997, by and among Citizens Banking Corporation,
Polaris Acquisition, Inc. and CB Financial Corporation
(incorporated by reference to Exhibit 2.1 of the
Registrant's Current Report on Form 8-K dated
February 3, 1997).
99.1 Press Release issued July 1, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CITIZENS BANKING
/S/ THOMAS W. GALLAGHER
Dated: July 7, 1997 Thomas W. Gallagher, Secretary
Citizens Banking Corporation
328 S. Saginaw Street
Flint, Michigan 48502-2401
(810) 766-7500
For Immediate Release Contact: Karen L. Magidsohn
July 1, 1997 Vice President
Corporate Marketing
810-766-7895
CITIZENS BANKING CORPORATION
ACQUIRES CB FINANCIAL CORPORATION
Flint, MI Citizens Banking Corporation today acquired CB Financial
Corporation, headquartered in Jackson Michigan and merged the CB Financial
banks, City Bank & Trust Company in Jackson; City Bank in St. Johns/Lansing;
and CB North in Charlevoix with and into Citizens Michigan banking operations,
Citizens Bank.
Citizens Banking Corporation purchased CB Financial Corporation in a tax free
stock-for-stock merger transaction accounted for as a pooling of interests.
The transaction was recently approved by regulatory authorities and the
shareholders of both Citizens and CB Financial.
Robert J. Vitito, President and Chief Executive Officer of Citizens Banking
Corporation, said, "We welcome these new markets into our family of community
banks. We are very excited about the opportunity to build and strengthen our
presence in Jackson, Charlevoix, and St. Johns/Lansing."
The new Citizens Bank markets will be part of Citizens Michigan banking
operation which includes the following market areas: Bay City/Midland, East
Lansing, Fenton, Flint, Grayling/Gaylord, Royal Oak, Saginaw, Standish,
Sturgis, and Ypsilanti. The three new markets will become part of Citizens
Bank and operate as follows:
Citizens Bank Jackson will operate as a Community Bank serving Jackson,
Albion, Brooklyn, Homer, Parma, Springport, and Vandercook Lake. David L.
Prough has been appointed President of the Bank.
Citizens Bank Charlevoix will operate as a Community Bank serving its current
communities of Traverse City, Beaver Island, Bellaire, Boyne City, Central
Lake, East Jordan, Eastport, and Ellsworth. James R. Kanary has been
appointed President of Citizens Bank Charlevoix and will also continue as
President of Citizens Bank Grayling/Gaylord.
Citizens Bank Lansing will operate as a Community Bank and will include East
Lansing, Lansing, Elsie, Fowler, Haslett, St. Johns, Laingsburg, and Okemos.
Mark A. Fleshner has been appointed President of the Bank.
Citizens Banking Corporation is a diversified financial services company
providing a full range of commercial, consumer, mortgage banking, trust, and
investment services to a broad client base. The Flint-based company now has
assets of $4.3 billion. Citizens now serves markets throughout Michigan and
in suburban Chicago, Illinois through 128 banking offices and over 130 ATMs.
