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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): November 1, 1999
CITIZENS BANKING CORPORATION
(Exact name of Registrant as specified in its charter)
Michigan 0-10535 38-2378932
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
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 November 1, 1999 (the "Effective Date"), pursuant to an Agreement
and Plan of Merger, dated as of April 18, 1999, as amended and restated as of
July 30, 1999 (the "Merger Agreement"), by and among Citizens Banking
Corporation (the "Registrant"), Citizens Acquisition, Inc., a wholly-owned
subsidiary of the Registrant ("Merger Sub"), and F&M Bancorporation, Inc.
("F&M"), Merger Sub merged with and into F&M (the "Merger"). As a result of the
Merger, F&M, the surviving corporation, became a wholly-owned subsidiary of the
Registrant. On the Effective Date, each share of F&M common stock issued and
outstanding was converted into the right to receive 1.303 shares of the
Registrant's common stock. The background of the Merger, a description of the
recommendations of the Registrant's Board and the F&M Board, and the reasons for
the Merger are included in the Registrant's Registration Statement on Form S-4
(the "Registration Statement") filed September 3, 1999, Registration No.
333-86569, and are incorporated herein by reference.
F&M is a midwestern bank holding company, that, through its bank
subsidiaries, offers a wide range of banking and financial services.
Prior to the execution of the Merger Agreement, there was no material
relationship between the Registrant and F&M or between any officers or directors
of the Registrant and the officers or directors of F&M.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) Financial Statements of Businesses Acquired.
(1) F&M's Unaudited Condensed Consolidated Balance Sheet
as of June 30, 1999; Condensed Consolidated
Statements of Earnings for the Six Months Ended June
30, 1999 and 1998; Condensed Consolidated Statements
of Changes in Stockholders' Equity for the Six Months
Ended June 30, 1999 and 1998; Condensed Consolidated
Statements of Cash Flows for the Six Months Ended
June 30, 1999 and 1998; and related Notes to
Condensed Consolidated Financial Statements were
included in F&M's Form 10-Q for the quarter ended
June 30, 1999, were incorporated by reference in the
Registration Statement previously filed and are
incorporated herein by reference.
(2) F&M's Consolidated Balance Sheets as of December 31,
1998 and December 31, 1997; Consolidated Statements
of Income for the Years Ended December 31, 1998, 1997
and 1996; Consolidated Statements of Changes in
Shareholders' Equity for the Years Ended December 31,
1998, 1997 and 1996; Consolidated Statements of Cash
Flows for the Years Ended
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December 31, 1998, 1997 and 1996; and related Notes
to Consolidated Financial Statements were included in
F&M's Form 10-K for the year ended December 31, 1998,
were incorporated by reference in the Registration
Statement previously filed and are incorporated
herein by reference.
(b) Pro Forma Financial Information.
The Unaudited ProForma Condensed Combined Balance Sheet as of
June 30, 1999 and the Unaudited ProForma Condensed Combined
Statements of Income for the six month periods ended June 30,
1999 and 1998 and for each year in the three year period ended
December 31, 1998 for 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 April 18, 1999, as
amended and restated as of July 30, 1999, by and among
Citizens Banking Corporation, Citizens Acquisition, Inc. and
F&M Bancorporation, Inc. (incorporated by reference to Exhibit
2 of the Registrant's Registration Statement on Form S-4 filed
September 3, 1999, Registration No. 333-86569).
99.1 Press Release issued November 1, 1999.
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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
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Thomas W. Gallagher, Secretary
Dated: November 9, 1999
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EXHIBIT INDEX
EX. NO. DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of April 18, 1999, as
amended and restated as of July 30, 1999, by and among
Citizens Banking Corporation, Citizens Acquisition, Inc. and
F&M Bancorporation, Inc. (incorporated by reference to
Exhibit 2 of the Registrant's Registration Statement on Form
S-4 filed September 3, 1999, Registration No. 333-86569).
99.1 Press Release issued November 1, 1999.
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EXHIBIT 99.1
For Immediate Release CONTACT: John W. Ennest,
Vice Chairman,
Chief Financial Officer
and Treasurer
(810) 257-2557
TRADED: Nasdaq
SYMBOL: CBCF
November 1, 1999
CITIZENS BANKING CORPORATION COMPLETES
MERGER WITH F&M BANCORPORATION, INC.
Flint, Michigan - Citizens Banking Corporation and F&M Bancorporation, Inc.
jointly announced completion of their merger, effective earlier today. F&M
Bancorporation, Inc. is a multi-bank bank holding company. Currently, F&M has 20
banks with 72 offices throughout Wisconsin, one bank with 14 offices in Iowa,
and one bank with one office in Minnesota. F&M's shareholders will receive 1.303
shares of Citizens common stock for each share of F&M stock owned. The merger is
a tax-free transaction for federal income tax purposes and will be accounted for
as a pooling-of-interests.
This merger increases Citizens Banking Corporation's total assets to $7.6
billion, with a network of 229 branch, private banking and financial center
locations and approximately 251 ATM's throughout Michigan, suburban Chicago,
Wisconsin, and in Iowa and Minnesota. The banks provide a full range of
commercial, consumer, mortgage banking, trust, and financial planning services
as well as banking convenience to over 535,000 households.
