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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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CITIZENS BANKING CORPORATION
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(Name of Issuer)
Common Stock 10.00 Par Value
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(Title of Class of Securities)
174420109
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(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 174420109 13G Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CITIZENS BANK 38-0421450
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
328 S. SAGINAW ST.
FLINT, MI 48502-2401
5 SOLE VOTING POWER
2,111,311
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,660,016
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH
1,258,643
8 SHARED DISPOSITIVE POWER
2,451,039
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,888,513
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14%
12 TYPE OF REPORTING PERSON*
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5 pages
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Securities and Exchange Commission
February 10, 1998
Page 3 of 5
ITEM 1 (a) Name of issuer
CITIZENS BANKING CORPORATION
ITEM 1 (b) Address of issuer's principal executive offices
328 S. Saginaw Street
Flint, MI 48502
ITEM 2 (a) Name of corporation filing
CITIZENS BANK
ITEM 2 (b) Address of principal business office or, if none, residence
328 S. Saginaw Street
Flint, MI 48502
ITEM 2 (c) Citizenship
State Bank organized 1871 in Flint, Michigan
ITEM 2 (d) Title of class of securities
Common Stock, $10.00 par value
ITEM 2 (e) CUSIP number
174420109
ITEM 3 Basis of filing
This statement is filed pursuant to Rule 13d-1(b) or 13d-1(c).
The person filing is a:
(b) x Bank, as defined in Section 3(a) (6) of the Act.
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Securities and Exchange Commission
February 10, 1998
Page 4 of 5
ITEM 4 Ownership
As of December 31, 1997, the corporation filing beneficially owned
3,888,513 shares representing 14% of the class. As of such date, the
person filing had:
(i) Sole power to vote or
direct the vote of 2,111,311 shares
(ii) Shared power to vote or
direct the vote of 1,660,016 shares
(iii) Sole power to dispose or
to direct the disposition of 1,258,643 shares
(iv) Shared power to dispose or
to direct the disposition of 2,451,039 shares
The filing of this Schedule shall not be construed as an admission or as
evidence that the person filing is, for any purposes, including the
purposes of Section 13(d) or 13(g) of the Act, the beneficial power of
any securities covered by this Schedule.
ITEM 5 Owner of five percent or less of a class
Not applicable
ITEM 6 Ownership of more than five percent on behalf of another person
The securities covered by this Schedule are held in fiduciary capacity
by the reporting person. Accordingly, as to most or all of such
securities, other persons hold the right to receive or direct the
receipt of dividends from, or the proceeds from the sale of, such
securities. No such interest relates to more than 5 percent of the
class.
ITEM 7 Identification and classification of the subsidiary which acquired the
security being reported on by the parent company
Not applicable
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Securities and Exchange Commisssion
Date
Page 5 of 5
ITEM 8 Identification and classification of members of the group
Not applicable
ITEM 9 Notice of dissolution of group
Not applicable
ITEM 10 Certification
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection with
or as a participant in any transaction having such purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Date 2-10-98 Joyce L. Lehman
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Signature
Joyce Lehman
Trust Compliance Officer
