<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the period ended March 31, 1999
------------------------------------
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
------------------------ -----------------------
Commission file Number 0-10535
--------------------------
CITIZENS BANKING CORPORATION
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(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 St., Flint, Michigan 48502
- ------------------------------------------- -----------------------------
(Address of principal executive offices) (Zip Code)
(810) 766-7500
----------------------------------------------------
(Registrant's telephone number, including area code)
None
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at May 7, 1999
-------------------------- --------------------------
Common Stock, No Par Value 27,659,992 Shares
<PAGE> 2
Citizens Banking Corporation
Index to Form 10-Q
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Page
PART I - FINANCIAL INFORMATION
<S> <C>
Item 1 - Consolidated Financial Statements.................................................. 3
Item 2 - Management's Discussion and Analysis of Financial Condition
And Results of Operations.......................................................... 9
Item 3. - Quantitative and Qualitative Disclosure of Market Risk............................ 22
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings.................................................................. 22
Item 2 - Changes in Securities.............................................................. 22
Item 3 - Defaults upon Senior Securities.................................................... 22
Item 4 - Submission of Matters to a Vote of Security Holders................................ 22
Item 5 - Other Information.................................................................. 23
Item 6 - Exhibits and Reports on Form 8-K................................................... 23
SIGNATURES....................................................................................... 23
EXHIBIT INDEX.................................................................................... 24
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
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CONSOLIDATED BALANCE SHEETS
CITIZENS BANKING CORPORATION AND SUBSIDIARIES
MARCH 31, December 31,
(in thousands) 1999 1998
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(UNAUDITED) (Note 1)
<S> <C> <C>
ASSETS
Cash and due from banks $ 150,447 $ 140,543
Money market investments:
Interest-bearing deposits with banks 353 304
Term federal funds and other 17,811 25,935
----------- -----------
Total money market investments 18,164 26,239
Securities available-for-sale:
U.S. Treasury and federal agency securities 461,310 430,676
State and municipal securities 161,225 157,551
Other securities 24,524 25,302
----------- -----------
Total investment securities 647,059 613,529
Loans:
Commercial 1,600,555 1,594,113
Real estate construction 79,039 89,623
Real estate mortgage 719,445 741,358
Consumer 1,138,629 1,159,417
----------- -----------
Total loans 3,537,668 3,584,511
Less: Allowance for loan losses (45,325) (46,449)
------------ -----------
Net loans 3,492,343 3,538,062
Premises and equipment 80,060 78,248
Intangible assets 53,084 54,470
Other assets 57,580 50,318
----------- -----------
TOTAL ASSETS $ 4,498,737 $ 4,501,409
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Noninterest-bearing $ 597,133 $ 636,059
Interest-bearing 3,156,530 3,128,297
----------- -----------
Total deposits 3,753,663 3,764,356
Federal funds purchased and securities sold
under agreements to repurchase 112,171 111,336
Other short-term borrowings 21,197 12,971
Other liabilities 52,041 40,727
Long-term debt 130,821 130,937
----------- -----------
Total liabilities 4,069,893 4,060,327
SHAREHOLDERS' EQUITY
Preferred stock - No par value -- --
Common stock - No par value 97,942 117,525
Retained earnings 328,030 319,500
Accumulated other comprehensive income 2,872 4,057
----------- -----------
Total shareholders' equity 428,844 441,082
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 4,498,737 $ 4,501,409
=========== ===========
</TABLE>
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See notes to consolidated financial statements.
3
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<TABLE>
<CAPTION>
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CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
CITIZENS BANKING CORPORATION AND SUBSIDIARIES Three Months Ended
March 31,
(in thousands, except per share amounts) 1999 1998
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<S> <C> <C>
INTEREST INCOME
Interest and fees on loans $72,460 $75,675
Interest and dividends on investment securities:
Taxable 7,017 6,855
Nontaxable 1,870 1,923
Money market investments 733 754
------- -------
Total interest income 82,080 85,207
------- -------
INTEREST EXPENSE
Deposits 30,182 32,940
Short-term borrowings 1,101 1,481
Long-term debt 1,778 2,010
------- -------
Total interest expense 33,061 36,431
------- -------
NET INTEREST INCOME 49,019 48,776
Provision for loan losses 3,600 3,510
------- -------
Net interest income after provision for loan losses 45,419 45,266
------- -------
NONINTEREST INCOME
Trust fees 5,213 4,613
Service charges on deposit accounts 3,069 3,009
Bankcard fees 2,172 1,773
Mortgage and other loan income 1,093 529
Brokerage and investment fees 709 484
Cash management services 604 537
Investment securities gains (losses) 75 50
Premium on sale of deposits 1,340 --
Other 1,929 1,996
------- -------
Total noninterest income 16,204 12,991
------- -------
NONINTEREST EXPENSE
Salaries and employee benefits 21,024 20,397
Equipment 2,828 3,107
Occupancy 2,710 2,837
Intangible asset amortization 1,386 1,386
Bankcard fees 1,466 1,183
Stationery and supplies 917 1,010
Postage and delivery 1,114 1,089
Advertising and public relations 1,211 1,202
Data processing fees 1,772 940
Other 6,405 5,541
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Total noninterest expense 40,833 38,692
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INCOME BEFORE INCOME TAXES 20,790 19,565
Income taxes 6,367 6,043
------- -------
NET INCOME $14,423 $13,522
======= =======
NET INCOME PER SHARE:
Basic $ 0.52 $ 0.48
Diluted 0.51 0.47
AVERAGE SHARES OUTSTANDING:
Basic 27,848 28,076
Diluted 28,400 28,747
</TABLE>
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See notes to consolidated financial statements
4
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<TABLE>
<CAPTION>
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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
CITIZENS BANKING CORPORATION AND SUBSIDIARIES
Accumulated
Other
Common Retained Comprehensive
(in thousands except per share amounts) Stock Earnings Income Total
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
BALANCE - MARCH 31, 1998 $ 121,413 $ 293,904 $ 3,510 $ 418,827
Net income 13,683 13,683
Net unrealized loss on securities available-for-sale,
net of tax effect 135 135
---------
Total comprehensive income 13,818
Exercise of stock options, net of
shares purchased 2,142 2,142
Shares acquired for exercise of stock options (2,095) (2,095)
Cash dividends - $0.21 per share (5,909) (5,909)
--------- --------- ------- ---------
BALANCE - JUNE 30, 1998 121,460 301,678 3,645 426,783
Net income 14,589 14,589
Net unrealized gain on securities available-for-sale,
net of tax effect 2,312 2,312
---------
Total comprehensive income 16,901
Exercise of stock options, net of
shares purchased 182 182
Shares acquired for exercise of stock options (3,154) (3,154)
Cash dividends - $0.21 per share (5,914) (5,914)
--------- --------- ------- ---------
BALANCE - SEPTEMBER 30, 1998 118,488 310,353 5,957 434,798
Net income 14,991 14,991
Net unrealized loss on securities available-for-sale,
net of tax effect (1,900) (1,900)
---------
Total comprehensive income 13,091
Exercise of stock options, net of
shares purchased 771 771
Shares acquired for retirement (1,734) (1,734)
Cash dividends - $0.21 per share (5,844) (5,844)
--------- --------- ------- ---------
BALANCE - DECEMBER 31, 1998 117,525 319,500 4,057 441,082
Net income 14,423 14,423
Net unrealized gain on securities available-for-sale,
net of tax effect (1,185) (1,185)
---------
Total comprehensive income 13,238
Exercise of stock options, net of
shares purchased 575 575
Shares acquired for retirement (20,158) (20,158)
Cash dividends - $0.21 per share (5,893) (5,893)
--------- --------- ------- ---------
Balance - March 31, 1999 $ 97,942 $ 328,030 $2,872 $ 428,844
========= ========= ======= =========
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</TABLE>
See notes to consolidated financial statements.
5
<PAGE> 6
<TABLE>
<CAPTION>
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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
CITIZENS BANKING CORPORATION AND SUBSIDIARIES
Three Months Ended
March 31,
(in thousands) 1999 1998
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<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 14,423 $ 13,522
Adjustments to reconcile net income to net cash provided by
operating activities:
Provision for loan losses 3,600 3,510
Depreciation 2,359 2,108
Amortization of intangibles 1,386 1,386
Net amortization on investment securities 771 407
Investment securities gains (75) (50)
Other 4,691 8,983
--------- ---------
Net cash provided by operating activities 27,155 29,866
INVESTING ACTIVITIES:
Net increase (decrease) in money market investments 8,075 (100,386)
Securities available-for-sale:
Proceeds from sales -- 9,625
Proceeds from maturities 84,296 60,387
Purchases (120,346) (88,397)
Net increase in loans 42,119 52,350
Purchases of premises and equipment (4,171) (2,705)
--------- ---------
Net cash used by investing activities 9,973 (69,126)
FINANCING ACTIVITIES:
Net decrease in demand and savings deposits (76,764) (21,564)
Net increase in time deposits 66,071 47,219
Net increase (decrease) in short-term borrowings 9,061 (40,979)
Proceeds from issuance of long-term debt -- 60,000
Principal reductions in long-term debt (116) (2,456)
Cash dividends paid (5,893) (5,324)
Proceeds from stock options exercised 575 1,139
Shares acquired for retirement (20,158) --
--------- ---------
Net cash provided by financing activities (27,224) 38,035
--------- ---------
Net increase (decrease) in cash and due from banks 9,904 (1,225)
Cash and due from banks at beginning of period 140,543 168,351
--------- ---------
Cash and due from banks at end of period $ 150,447 $ 167,126
========= =========
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</TABLE>
See notes to consolidated financial statements.
6
<PAGE> 7
CITIZENS BANKING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and the instructions for Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and notes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three-month period
ended March 31, 1999 are not necessarily indicative of the results that may
be expected for the year ended December 31, 1999.
The balance sheet at December 31, 1998 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Corporation's 1998 Annual Report on Form
10-K.
NOTE 2. LINES OF BUSINESS INFORMATION
The Corporation is managed along the following business lines: Commercial
Banking, Retail Banking, Financial Services, and all other. Selected lines of
business segment information for the first quarter of 1999 and 1998 is
provided below. Total assets by business segment did not change materially
from that previously disclosed in the Corporation's 1998 Annual Report on
Form 10-K. There are no significant intersegment revenues.
<TABLE>
<CAPTION>
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Commercial Retail Financial
(in thousands) Banking Banking Services Other Total
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<S> <C> <C> <C> <C> <C>
Earnings Summary - Three Months Ended March 31, 1999
Net interest income (taxable equivalent) $17,395 $28,647 $ 355 $ 4,237 $50,634
Provision for loan losses 394 5,088 -- (1,882) 3,600
------- ------- ------- ------- -------
Net interest income after provision 17,001 23,559 355 6,119 47,034
Noninterest income 2,262 7,817 5,753 372 16,204
Noninterest expense 8,495 21,370 4,001 6,967 40,833
------- ------- ------- ------- -------
Income (loss) before income taxes 10,768 10,006 2,107 (476) 22,405
Income tax expense (taxable equivalent) 3,769 3,502 737 (26) 7,982
------- ------- ------- ------- -------
Net income (loss) $ 6,999 $ 6,504 $ 1,370 $ (450) $14,423
======= ======= ======= ======= =======
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Earnings Summary - Three Months Ended March 31, 1998
Net interest income (taxable equivalent) $15,781 $30,938 $ 451 $ 3,052 $50,222
Provision for loan losses 367 3,567 -- (424) 3,510
------- ------- ------- ------- -------
Net interest income after provision 15,414 27,371 451 3,476 46,712
Noninterest income 2,094 5,611 4,978 308 12,991
Noninterest expense 8,926 20,684 4,540 4,542 38,692
------- ------- ------- ------- -------
Income (loss) before income taxes 8,582 12,298 889 (758) 21,011
Income tax expense (taxable equivalent) 3,004 4,304 311 (130) 7,489
------- ------- ------- ------- -------
Net income (loss) $ 5,578 $ 7,994 $ 578 $ (628) $13,522
======= ======= ======= ======= =======
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</TABLE>
7
<PAGE> 8
NOTE 3. PENDING ACQUISITION
On April 19, 1999, Citizens Banking Corporation and F&M Bancorporation, a
bank holding company headquartered in Wisconsin, announced the signing of a
definitive agreement whereby Citizens would acquire F&M in a stock-for-stock
merger transaction. Under the terms of the agreement, shareholders of F&M
will receive 1.303 shares of Citizens common stock for each outstanding
common share of F&M. Based on Citizens current stock price of approximately
$33.00 per share, the transaction has an aggregate value of $694 million. The
transaction will be accounted for as a pooling-of-interests. The transaction
is subject to approval by regulatory authorities, the shareholders of both
Citizens and F&M, and the satisfactory completion of credit due diligence by
Citizens. The merger is expected to close in the fourth quarter of 1999.
NOTE 4. EARNINGS PER SHARE
Net income per share is computed based on the weighted-average number of
shares outstanding, including the dilutive effect of stock options, as
follows:
<TABLE>
<CAPTION>
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Three Months Ended
March 31,
(in thousands, except per share amounts) 1999 1998
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<S> <C> <C>
Numerator:
Numerator for basic and dilutive earnings per share -- net income available to
common share $ 14,423 $13,522
======== =======
Denominator:
Denominator for basic earnings per share -- weighted-average shares 27,848 28,076
Effect of dilutive securities -- potential conversion of employee stock options 552 671
-------- -------
Denominator for diluted earnings per share -- adjusted weighted-average
shares and assumed conversions 28,400 28,747
======== =======
Basic earnings per share $ 0.52 $ 0.48
======== =======
Diluted earnings per share $ 0.51 $ 0.47
======== =======
- --------------------------------------------------------------------------------------------------------
</TABLE>
During the first quarter of 1999, employees exercised stock options to
acquire 57,460 shares at an average exercise price of $11.44 per share.
NOTE 5. RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform to the current
year financial statement presentation.
8
<PAGE> 9
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following is a review of the Corporation's performance during
the three-month period ended March 31, 1999. This discussion should be read in
conjunction with the accompanying unaudited financial statements and notes
thereto appearing on pages 3 through 8 of this report and the Corporation's 1998
Annual Report on Form 10-K.
<TABLE>
<CAPTION>
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Selected Financial Data
Three Months Ended
March 31,
(in thousands, except per share data) 1999 1998
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
FOR THE PERIOD
Interest income $ 82,080 $ 85,207
Net interest income 49,019 48,776
Provision for loan losses 3,600 3,510
Investment securities gains 75 50
Other noninterest income 16,129 12,941
Noninterest expense 40,833 38,692
Income taxes 6,367 6,043
Net income 14,423 13,522
Cash dividends 5,893 5,324
PER SHARE DATA
Basic net income $ 0.52 $ 0.48
Diluted net income 0.51 0.47
Cash dividends 0.21 0.19
Book value (end of period) 15.57 14.89
Market value (end of period close) 36.00 35.69
FINANCIAL RATIOS (ANNUALIZED)
Return on average shareholders' equity 13.50 13.28 %
Return on average assets 1.29 1.24
Net interest margin (taxable equivalent) 4.83 4.89
Net loan charge-offs to average loans 0.54 0.34
Average equity to average total assets 9.57 9.34
Nonperforming assets to loans plus other repossessed
assets acquired (end of period) 0.58 0.79
Nonperforming assets to total assets (end of period) 0.46 0.61
BALANCE SHEET TOTALS Percent
At Period End (March 31) Change
------------
Assets 0.05% $4,498,737 $4,496,698
Loans 1.5% 3,537,668 3,486,328
Deposits 0.9% 3,753,663 3,720,001
Shareholders' equity 2.4% 428,844 418,827
Average balances
Assets 2.4% 4,524,079 4,418,905
Loans 1.5% 3,552,947 3,501,362
Deposits 2.8% 3,799,307 3,694,808
Shareholders' equity 5.0% 433,404 412,780
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</TABLE>
9
<PAGE> 10
PERFORMANCE SUMMARY
Selected financial data as of March 31, 1999 and 1998 and for the three month
periods then ended are presented in the table on page 9. As shown, earnings
increased due to higher net interest income and noninterest income. This
improvement was partially offset by a slightly higher provision for loan losses
and small increases in operating expense and income taxes. Net interest income
increased due to higher earning asset levels and lower rates paid on deposit
accounts. Noninterest income reflects a premium of $1.3 million from the sale of
deposits of a branch, as well as significant growth in trust fees, bankcard
fees, brokerage and investment fees, and mortgage and other loan income. Higher
bankcard fees and new data processing services and telecommunication costs
associated with the Corporation's information technology partnership with M&I
Data Services (entered into in the third quarter of 1997) resulted in an
increase in noninterest expense.
LINES OF BUSINESS REPORTING
The Corporation operates along three major business segments: Commercial
Banking, Retail Banking and Financial Services. For more information about each
line of business see Note 17 to the Corporation's 1998 Annual Report on Form
10-K and Note 2 of this Quarterly Report on Form 10Q. A summary of net income by
each business line is presented below.
<TABLE>
<CAPTION>
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Three Months Ended
March 31,
(in thousands) 1999 1998
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<S> <C> <C>
Commercial Banking $ 6,999 $ 5,578
Retail Banking 6,504 7,994
Financial Services 1,370 578
Other (450) (628)
------- -------
Total $14,423 $13,522
======= =======
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</TABLE>
The increase in commercial banking net income is due to growth in overall
commercial account relationships, including increased demand deposits, strong
loan growth and expanded cash management services. Retail banking net income
decreased as a result of lower interest income and a higher loan loss provision
associated with the indirect consumer lending portfolio offset, in part, by
higher mortgage banking and related title insurance revenues and improved
pricing strategies on deposit products. Financial services income improved due
to growth in trust and investment advisory services from enhanced pricing
strategies and greater sales volumes, increased brokerage activity and the
introduction of new products and services during 1998.
NET INTEREST INCOME
Net interest income and average balances and yields on major categories of
interest-earning assets and interest-bearing liabilities during the first three
months of 1999 and 1998 are summarized on page 12. The effects of changes in
average market rates of interest ("rate") and average balances ("volume") are
quantified in the table on page 11.
For the first quarter of 1999, net favorable volume related variances in net
interest income offset, in part, by net unfavorable rate related variances
resulted in an increase of $243,000 in net interest income, as compared to the
same period in 1998. Increased balances in all earning assets with the exception
of consumer and mortgage loans were partially offset by higher interest-bearing
liabilities. Commercial loans accounted for the largest volume increase in
earning assets, while demand and time deposits were the primary increases in the
interest-bearing liabilities category.
Yields on earning assets decreased to 8.00% from 8.46% for the three months
ended March 31, 1999 as compared with the same period in 1998 due to lower
yields on all major categories of earning assets, particularly the commercial
loan portfolio. The change in the composition of assets and the overall higher
level of earning assets resulted in net volume related increases in interest
income of $2,167,000 for the three month period ended March 31, 1999, as
compared to the same period in 1998.
The cost of interest-bearing liabilities decreased to 3.89% from 4.36% for the
three months ended March 31, 1999, as compared with the same period in 1998. The
decrease in the first quarter reflected the overall lower interest rate
environment as the cost of all categories of interest-bearing deposits declined
compared with the same period of 1998. The cost of interest-bearing liabilities
also decreased as a result of decreases in the higher cost, short and long-term
borrowings.
Management continually monitors the Corporation's balance sheet to insulate net
interest income from significant swings caused by interest rate volatility. If
market rates change in 1999, corresponding changes in funding costs would be
considered to limit any potential negative impact on net interest income. The
Corporation's policies in this regard are further discussed in the section
titled "Interest Rate Risk".
10
<PAGE> 11
<TABLE>
<CAPTION>
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ANALYSIS OF CHANGES IN INTEREST INCOME AND INTEREST EXPENSE
1999 Compared with 1998
-----------------------------------------
Increase (Decrease)
Three Months Ended March 31 Net Due to Change in
---------------------------
(in thousands) Change (1) Rate Volume (2)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INTEREST INCOME:
Money market investments:
Time Deposits with banks $ -- $ -- $ --
Federal funds sold (74) (101) 27
Term federal funds sold and other 53 (14) 67
Investment securities:
Taxable 162 (249) 411
Tax-exempt (53) (117) 64
Loans (3,215) (4,813) 1,598
------- ------- -------
Total (3,127) (5,294) 2,167
------- ------- -------
INTEREST EXPENSE
Deposits:
Demand 26 100 (74)
Savings 1,365 1,743 (378)
Time 1,367 1,695 (328)
Short-term borrowings 380 271 109
Long-term debt 232 50 182
------- ------- -------
Total 3,370 3,859 (489)
------- ------- -------
NET INTEREST INCOME $ 243 $(1,435) $ 1,678
======= ======= =======
- -------------------------------------------------------------------------------------------------------
</TABLE>
(1) Changes are based on actual interest income and do not reflect taxable
equivalent adjustments.
(2) Rate/Volume variances are allocated to changes due to volume.
11
<PAGE> 12
<TABLE>
<CAPTION>
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AVERAGE BALANCES/NET INTEREST INCOME/AVERAGE RATES
1999 1998
------------------------------------- -----------------------------------
Three Months Ended March 31 Average Average Average Average
(in thousands) Balance Interest (1) Rate (2) Balance Interest (1) Rate (2)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
EARNING ASSETS
Money market investments:
Interest earning deposits with banks $ 72 $ 1 3.28% $ 44 $ 1 5.53%
Federal funds sold 54,765 644 4.77 52,412 718 5.56
Term federal funds sold and other 7,546 88 4.75 3,142 35 4.56
Investment securities(3):
Taxable 461,759 7,017 6.09 428,346 6,855 6.42
Tax-exempt 147,365 1,870 7.85 144,890 1,923 8.21
Loans:
Commercial 1,648,733 31,926 8.00 1,392,429 29,688 8.77
Real estate 756,626 15,080 7.97 795,497 16,390 8.24
Consumer 1,147,588 25,454 8.99 1,313,436 29,597 9.13
---------- ------- ----------- -------
Total earning assets(3) 4,224,454 82,080 8.00 4,130,196 85,207 8.46
NONEARNING ASSETS
Cash and due from banks 160,892 147,727
Bank premises and equipment 79,224 69,738
Other nonearning assets 104,960 117,576
Allowance for loan losses (45,451) (46,332)
----------- -----------
Total assets $4,524,079 $ 4,418,905
----------- -----------
INTEREST-BEARING LIABILITIES
Deposits:
Demand deposits 405,041 1,445 1.45 376,005 1,471 1.59
Savings deposits 1,037,460 5,828 2.28 1,025,592 7,193 2.84
Time deposits 1,753,103 22,909 5.30 1,725,389 24,276 5.71
Short-term borrowings 116,364 1,101 3.84 124,055 1,481 4.84
Long-term debt 130,925 1,778 5.51 132,842 2,010 6.08
---------- ------- ----------- -------
Total interest-bearing liabilities 3,442,893 33,061 3.89 3,383,883 36,431 4.36
------- -------
NONINTEREST-BEARING LIABILITIES AND
SHAREHOLDERS' EQUITY
Demand deposits 603,703 567,822
Other liabilities 44,079 54,420
Shareholders' equity 433,404 412,780
---------- -----------
Total liabilities and shareholders' equity $4,524,079 $ 4,418,905
========== ===========
NET INTEREST INCOME $49,019 $48,776
------- -------
NET INTEREST INCOME AS A PERCENT OF
EARNING ASSETS 4.83% 4.89%
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Interest income shown on actual basis and does not include taxable
equivalent adjustments.
(2) Average rates are presented on an annual basis and include taxable
equivalent adjustments to interest income of $1,615 and $1,446 for the
three months ended March 31, 1999 and 1998, respectively, based on a tax
rate of 35%.
(3) For presentation in this table, average balances and the corresponding
average rates for investment securities are based upon historical cost,
adjusted for amortization of premiums and accretion of discounts.
12
<PAGE> 13
PROVISION AND ALLOWANCE FOR LOAN LOSSES
Management provides for possible loan losses by dividing the allowance into two
components, allocated and unallocated. The allocated component of the allowance
is based on expected losses from the analysis of specific loans and historical
loss experience for each category of loans. This analysis is performed
throughout the year and is updated based on actual experience and loan reviews.
The unallocated portion of the allowance is determined based on the
Corporation's assessment of general economic and conditions, the economic
conditions in the markets in which the Corporation operates, the level and
composition of nonperforming loans and other factors. This analysis involves a
higher degree of uncertainty and considers factors, which may not be reflected
in historical loss factors used to determine the allocated portion of the
allowance. A summary of loan loss experience during the three months ended March
31, 1999 and 1998 is provided below. The provision for loan losses increased
$90,000 during the first quarter of 1999, as compared with the same period in
1998.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
ANALYSIS OF ALLOWANCE FOR LOAN LOSSES
Three Months Ended
March 31,
(in thousands) 1999 1998
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Allowance for loan losses - beginning of period $ 46,449 $ 45,911
Charge-offs 5,752 3,851
Recoveries 1,028 910
-------- --------
Net charge-offs 4,724 2,941
Provision for loan losses 3,600 3,510
-------- --------
Allowance for loan losses - end of period $ 45,325 $ 46,480
======== ========
Loans outstanding at period end $3,537,668 $3,486,328
Average loans outstanding during period 3,552,947 3,501,362
Allowance for loan losses as a percentage of loans outstanding at period end 1.28 % 1.33 %
Ratio of net charge-offs during period to average loans outstanding (annualized) 0.54 0.34
Loan loss coverage (allowance as a multiple of net charge-offs, annualized) 2.4x 4.0x
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
The ratio of net loans charged off to average loans outstanding increased twenty
basis points in the first quarter of 1999, as compared to the same period in
1998. The changes reflect increased levels of charge-offs in the Corporation's
indirect consumer loan portfolio during 1999.
The Corporation maintains formal policies and procedures to monitor and control
credit risk. The Corporation's loan portfolio has no significant concentrations
in any one industry or any exposure to foreign loans. The Corporation has
generally not extended credit to finance highly leveraged transactions nor does
it intend to do so in the future. Based on present information, management
believes the allowance for loan losses is adequate to meet known risks in the
loan portfolio.
Employment levels and other economic conditions in the Corporation's local
markets may have a significant impact on the level of credit losses. Management
has identified and devotes appropriate attention to credits that may not be
performing as well as expected. Nonperforming loans are further discussed in the
section entitled "Nonperforming Assets."
13
<PAGE> 14
NONINTEREST INCOME
A summary of significant sources of noninterest income during the first three
months of 1999 and 1998 follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
NONINTEREST INCOME
Three Months Ended
March 31, Change in 1999
-----------------------
(in thousands) 1999 1998 Amount Percent
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Trust fees $ 5,213 $ 4,613 600 13.0 %
Service charges on deposit accts 3,069 3,009 60 2.0
Bankcard fees 2,172 1,773 399 22.5
Brokerage and investment fees 709 484 225 46.5
Mortgage and other loan income 1,093 529 564 106.6
ATM network user fees 635 722 (87) (12.0)
Cash management services 604 537 67 12.5
Title insurance fees 274 223 51 22.9
Investment securities gains 75 50 25 50.0
Premium on sale of deposits 1,340 -- 1,340 (1)
Other, net 1,020 1,051 (31) (2.9)
------- ------- -------
Total noninterest income $16,204 $12,991 $ 3,213 24.7
======= ======= =======
- -----------------------------------------------------------------------------
</TABLE>
(1) Not Meaningful
Noninterest income increased 24.7% for the three-month period ended March 31,
1999, as compared to the same period in 1998. Nearly every category of
noninterest income was higher in 1999 than in 1998. The corporation experienced
significant increases in trust fees, bankcard fees, brokerage and investment
fees, mortgage and other loan income, cash management fees and title insurance
fees. ATM network user fees decreased 12.0% in the third quarter, primarily due
to a volume decrease in non-client surcharge fees and ATM network fees.
Increased trust fee income for personal and employee benefit trust services
increased 13.0% in the first quarter of 1999, as compared to the same period in
1998. The increase reflects improved pricing strategies and higher volumes of
managed assets. Brokerage and investment fees increased 46.5%, as compared to
the previous year. This increase was the result of increased sales efforts,
introduction of new products and continued penetration of the corporation's
client base.
Mortgage and other loan income increased 106.6% for the three months ended March
31, 1999, over the same period in 1998. This increase reflects higher servicing
release premiums on the sale of residential mortgage loans into the secondary
market and an increase in commercial line of credit fees. The 12.5% increase in
cash management services fees is primarily volume related as clients have
responded to enhanced investment options, which include various money market and
treasury obligation mutual funds from which the Corporation receives a
management fee. The 22.9% increase in title insurance fees reflects growth in
residential and commercial mortgage refinancing and origination.
In March 1999, the Corporation recognized a premium of $1.3 million from the
sale of deposits of a bank branch office. The 1999 and 1998 first quarter gains
and losses on the sale of investment securities resulted from the sale of
certain securities to reposition the investment portfolio based on the current
rate environment and, in part, to fund loan growth and meet liquidity needs.
14
<PAGE> 15
NONINTEREST EXPENSE
Significant changes in noninterest expense during the three months ended March
31, 1999 and 1998 is summarized in the table below.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
NONINTEREST EXPENSE
Three Months Ended
March 31, Change in 1999
----------------------
(in thousands) 1999 1998 Amount Percent
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Salaries and employee benefits $21,024 $20,397 627 3.1 %
Equipment 2,828 3,107 (279) (9.0)
Occupancy 2,710 2,837 (127) (4.5)
Intangible asset amortization 1,386 1,386 -- --
Bankcard fees 1,466 1,183 283 23.9
Stationery and supplies 917 1,010 (93) (9.2)
Postage and delivery 1,114 1,089 25 2.3
Advertising and public relations 1,211 1,202 9 0.7
Data processing services 1,772 940 832 88.5
Professional services 1,174 1,134 40 3.5
Other loan fees 965 761 204 26.8
Telephone 972 784 188 24.0
Other, net 3,294 2,862 432 15.1
------- ------- -------
Total noninterest expense $40,833 $38,692 $ 2,141 5.5
======= ======= =======
- ------------------------------------------------------------------------------------------
</TABLE>
SALARIES AND EMPLOYEE BENEFITS
Salaries and employee benefits expense increased 3.1% for the three month period
ended March 31, 1999, as compared to the same period in the prior year. The
increase reflects normal merit increases, higher incentive based compensation
and increased outside staffing services offset, in part, by lower full-time
staffing levels associated with the Corporation's information technology
partnership with M&I Data Services.
OTHER NONINTEREST EXPENSES
Other noninterest expenses, increased 8.3% for the three months ended March 31,
1999, as compared to the same period in 1998. Increases in data processing
services and telephone were attributable to new services and costs associated
with the Corporation's information technology partnership with M&I Data
Services. These increases were partially offset by related reductions in
personnel, equipment, occupancy, and stationery and supplies costs.
Bankcard fees increased due to higher transaction volume. Other loan fees
increased as higher commercial and mortgage loan volumes resulted in recognition
of additional processing fees. The increase in other expenses is attributable to
higher losses on checks and other negotiable items, and new trust tax service
fees. The new trust tax service fees were offset, in part, by reduced staff,
equipment and stationery and supplies costs resulting from the transfer of trust
tax preparation services to a third party vendor in the fourth quarter of 1998.
INCOME TAXES
Higher pre-tax earnings, partially offset by a higher level of tax-exempt
interest income resulted in increased federal income tax expense for the three
months ended March 31, 1999, as compared to the same period in the prior year.
BALANCE SHEET
The Corporation had total assets of $4.499 billion as of March 31, 1999, a
decrease of $2.7 million or 0.06% from $4.501 billion as of December 31, 1998.
Average earning assets comprised 93.4% of average total assets during the first
three months of 1999 compared with 93.5% in the first three months of 1998.
INVESTMENT SECURITIES AND MONEY MARKET INVESTMENTS
Total average investments, including money market investments, comprised 15.9%
of average earning assets during the first quarter of 1999, compared with 15.2%
for the same period of 1998. Liquidity provided from the sale and maturity of
investment securities (primarily U.S. Treasury and federal agency securities)
was reinvested in federal agency mortgage-backed securities, tax-exempt
municipal securities and was used to fund loan growth.
15
<PAGE> 16
LOANS
The Corporation extends credit primarily within the market areas of its two
banking subsidiaries located in Michigan and Illinois. The loan portfolio is
widely diversified by borrower and industry groups with no significant
concentrations in any industry. Due to strong sales efforts and a relatively low
interest rate environment, the Corporation experienced greater loan demand with
total average loans increasing 1.5% in the first three months of 1999 as
compared to the same period in 1998. This growth occurred primarily within the
commercial and commercial real estate mortgage categories.
NONPERFORMING ASSETS
Nonperforming assets consist of nonaccrual loans, restructured loans, loans 90
days past due and still accruing interest, and other real estate owned. Certain
of these loans, as defined below, are considered to be impaired. The Corporation
maintains policies and procedures to identify and monitor nonaccrual loans. A
loan is placed on nonaccrual status when there is doubt regarding collection of
principal or interest, or when principal or interest is past due 90 days or more
and the loan is not well secured and in the process of collection. Interest
accrued but not collected is reversed and charged against income when the loan
is placed on nonaccrual status.
The following describes the Corporation's policy and related disclosures for
impaired loans. The Corporation establishes a valuation allowance for impaired
loans. A loan is considered impaired when management determines it is probable
that all the principal and interest due under the contractual terms of the loan
will not be collected. In most instances, the impairment is measured based on
the fair value of the underlying collateral. Impairment may also be measured
based on the present value of expected future cash flows discounted at the
loan's effective interest rate. Cash collected on impaired nonaccrual loans is
applied to principle until collection of principle is no longer in doubt and
then to interest income. Interest income on all other impaired loans is
recognized on an accrual basis.
Certain of the Corporation's nonperforming loans included in the following table
are considered to be impaired. The Corporation measures impairment on all large
balance nonaccrual commercial and commercial real estate loans. Certain large
balance accruing loans rated substandard or worse are also measured for
impairment. In most instances, impairment is measured based on the fair value of
the underlying collateral. Impairment losses are included in the provision for
loan losses. The policy does not apply to large groups of smaller balance
homogeneous loans that are collectively evaluated for impairment, except for
those loans restructured under a troubled debt restructuring. Loans collectively
evaluated for impairment include certain smaller balance commercial loans,
consumer loans, residential real estate loans, and credit card loans, and are
not included in the impaired loan data in the following paragraphs.
At March 31, 1999, loans considered to be impaired under the Statements totaled
$15.2 million (of which $8.4 million were on a nonaccrual basis). Included
within this amount was $8.6 million of impaired loans for which the related
allowance for loan losses was $1.9 million and $6.6 million of impaired loans
for which the fair value exceeded the recorded investment in the loan. The
average recorded investment in impaired loans during the quarter ended March 31,
1999 was approximately $15.2 million. For the quarter ended March 31, 1999, the
Corporation recognized interest income of $0.1 million. Approximately $0.2
million of cash collected on nonaccrual impaired loans was applied to loan
principal.
At March 31, 1998, loans considered to be impaired under the Statements totaled
$18.6 million (of which $12.1 million were on a nonaccrual basis). Included
within this amount was $8.5 million of impaired loans for which the related
allowance for loan losses was $2.0 million and $10.1 million of impaired loans
for which the fair value exceeded the recorded investment in the loan. The
average recorded investment in impaired loans during the quarter ended March 31,
1998 was approximately $16.8 million. For the quarter ended March 31, 1998, the
Corporation recognized interest income of approximately $0.4 million which
included $0.3 million of interest income recognized using the cash basis method
of income recognition.
The table below provides a summary of nonperforming assets as of March 31, 1999,
December 31, 1998 and March 31, 1998. Total nonperforming assets amounted to
$20.7 million as of March 31, 1999, compared with $24.3 million as of December
31, 1998 and $27.6 million as of March 31, 1998. During the first quarter of
1999, several large nonaccrual commercial and commercial mortgage loans
(approximately $2.2 million in aggregate) were paid current or paid off. In
addition, the Corporation charged off approximately $3.5 million in indirect
consumer loans. As a result, nonaccrual loans 90 or more days past due at March
31, 1999 were down $3,947,000 or 21.8% from year-end 1998.
16
<PAGE> 17
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
NONPERFORMING ASSETS
March 31, December 31, March 31,
(IN THOUSANDS) 1999 1998 1998
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Nonperforming Loans
Nonaccrual
Less than 30 days past due $ 2,049 $ 2,016 $ 5,201
From 30 to 89 days past due 1,455 1,641 2,978
90 or more days past due 14,187 18,134 14,717
------- ------- -------
Total 17,691 21,791 22,896
90 days past due and still accruing 838 801 568
Restructured 114 114 305
------- ------- -------
Total nonperforming loans 18,643 22,706 23,769
Other Repossessed Assets Acquired (ORAA) 2,037 1,547 3,866
------- ------- -------
Total nonperforming assets $20,680 $24,253 $27,635
======= ======= =======
Nonperforming assets as a percent of total loans plus ORAA 0.58 % 0.68 % 0.79 %
Nonperforming assets as a percent of total assets 0.46 0.54 0.61
- -------------------------------------------------------------------------------------------------------
</TABLE>
Employment levels and other economic conditions in the Corporation's local
markets can impact the level and composition of nonperforming assets. In a
deteriorating or weak economy, higher levels of nonperforming assets,
charge-offs and provisions for loan losses could result which may adversely
impact the Corporation's results.
In addition to nonperforming loans, management identifies and closely monitors
other credits that are current in terms of principal and interest payments but,
in management's opinion, may deteriorate in quality if economic conditions
change. As of March 31, 1999, such credits amounted to $18.1 million or 0.5% of
total loans, compared with $14.5 million or 0.4% at December 31, 1998 and $21.4
million or 0.6% as of March 31, 1998. These loans are primarily commercial and
commercial real estate loans made in the normal course of business and do not
represent a concentration in any one industry.
DEPOSITS
Average deposits increased 2.8% in the first three months of 1999 as compared to
the same period in 1998. Deposit growth was derived primarily from noninterest
and interest-bearing demand accounts which increased 6.3% and 7.7%,
respectively, from 1998 first quarter average balances. The increase is due to
growth in both commercial and retail accounts. In addition, there was a
continued shift in deposits from statement savings accounts to higher yielding
investment rate savings and money market accounts as customers sought higher
returns. The Corporation gathers deposits primarily in its local markets and
historically has not relied on brokered funds to sustain liquidity. At March 31,
1999 and at year-end 1998, the Corporation had approximately $14 million in
brokered deposits as an alternative source of funding. These deposits mature in
July 2001. The Corporation will continue to evaluate the use of alternative
funding sources such as brokered deposits as funding needs change. Management
continues to promote relationship driven core deposit growth and stability
through focused marketing efforts and competitive pricing strategies.
SHORT-TERM BORROWINGS AND LONG-TERM DEBT
On average, total short-term borrowings decreased to $116.4 million during the
first three months of 1999 compared with $124.1 million during the same period
of 1998. Long-term debt accounted for $130.9 million or 3.8% of average
interest-bearing funds for the first three months of 1999, decreasing from
$132.8 million or 3.9% of average interest-bearing funds for the same period in
1998. At March 31, 1999, $117.5 million of the long-term debt consists of
borrowings from the Federal Home Loan Bank by the Corporation's lead subsidiary
bank. The borrowings mature at different intervals over the next five years
except for $60 million, which matures in 9 years. These borrowings are utilized
to fund the Corporation's loan growth.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No.
133 establishes accounting and reporting standards for hedging activities and
for derivative instruments, including certain derivative instruments embedded in
other contracts. This statement requires a company to recognize all derivatives
as either assets or liabilities in its balance sheet and measure those
instruments at fair value. If certain conditions are met, a derivative may be
specifically designated as a fair value, cash flow, or foreign currency hedge.
The accounting for changes in the fair value of a derivative (i.e., gains and
losses) depends on the intended use of the derivative and the resulting
designation. If the Corporation elects to apply hedge accounting, it is required
to establish at the
17
<PAGE> 18
inception of the hedge the method it will use for assessing the effectiveness of
the hedging derivative and the measurement approach for determining the
ineffective aspect of the hedge. This statement is effective for all fiscal
quarters of fiscal years beginning after June 15, 1999. The Corporation plans to
adopt this Statement effective January 1, 2000. Presently the Corporation does
not utilize derivative or related types of financial instruments except for
Federal agency collateralized mortgage obligations. Therefore, this Statement is
not anticipated to have a material impact on the Corporation.
IMPACT OF YEAR 2000
As is more fully described in the Corporation's 1998 Annual Report on Form 10-K,
the Corporation believes that it has completed its assessment of all
computer-based systems and applications and non-information technology systems
necessary for continued operations beyond December 31, 1999. The majority of
applications that are not Year 2000 compliant have been, or will be, upgraded or
replaced by new systems. The costs of new systems have been, or will be,
recorded as an asset and amortized. System assessment and conversion costs to
upgrade the remaining noncompliant systems are expensed as incurred. A
significant portion of the costs associated with making the remaining
applications not covered by new systems Year 2000 compliant do not represent
incremental costs to the Corporation, as they are covered under current
maintenance agreements or involve the redeployment of existing information
technology resources. Costs related to the year 2000 issue are funded through
operating cash flows. The Corporation estimates that it will spend less than
$3.0 million for its Year 2000 compliance efforts. Approximately $2.0 million to
$2.5 million of these expenditures is for new hardware and software and has or
will be capitalized. Year 2000 compliance costs expended through March 31, 1999
were approximately $875,000.
These estimates do not include the cost of the Corporation's previously planned
core application systems replacement, which was not accelerated due to the Year
2000 problem. M&I Data Services upgraded its systems to be Year 2000 compliant,
in the third quarter of 1998, and is currently processing the Corporation's core
applications on these compliant systems. Testing of these systems was completed
in the first quarter of 1999. The application systems run by M&I Data Services
represent approximately 70% of the Corporation's mission critical systems.
Currently, the Corporation's remediation, implementation and testing efforts are
at different phases of completion. Remediation, implementation and testing
activities are underway or completed on all of the Corporation's mission
critical information technology and non-information technology systems and
applications. For the Corporation's information technology exposures, to date
the remediation and implementation phase is 90% complete (100% of mission
critical applications and 86% of non-mission critical applications) and the
testing phase is 85% complete. The phases run concurrently for different
systems. Completion of the implementation and testing phases for all significant
information technology systems is expected by June 30, 1999. The Corporation's
exposure to non-information technology systems (i.e. systems with date sensitive
embedded technology requiring Year 2000 upgrades) relates primarily to the
Corporation's operating equipment and facilities (e.g., security access and
alarm systems, elevators, heating and air conditioning units, etc.). Completion
of the implementation and testing of non-information technology systems is
expected by October 31, 1999.
The Corporation is also addressing the readiness of critical suppliers,
customers, governmental agencies and other third parties that provide services
to or receive services from the Corporation. Primarily, the Corporation is
surveying its suppliers and large customers to assess the extent to which the
Corporation is vulnerable to those third parties' failures to resolve their own
Year 2000 issues. The Corporation has received responses from the majority of
its third party vendors and suppliers, confirming that the third parties'
software systems are Year 2000 compliant or, if not compliant, that these third
parties have an action plan in place to have them compliant by mid 1999. The
testing of mission critical third party software systems is also in progress.
The Corporation is on schedule to have all testing of third party software
systems completed by June 30, 1999. The Corporation is continuing to seek
assurances that the systems of other companies on which the Corporation's
systems rely will be timely converted or modified. Failure of such entities, or
one of their suppliers or customers, to become compliant in a timely manner
could have an adverse effect on the Corporation's results of operations or
financial condition.
As a bank holding company, the Corporation is also exposed to the credit risk of
its loan customers ("borrowers"). To the extent that major borrowers fail to
adequately address Year 2000 issues, the credit worthiness of these borrowers
may deteriorate and adversely impact the Corporation's subsidiary banks. As a
result, the Corporation has identified material borrowers and has assessed these
borrowers' Year 2000 preparedness. The Year 2000 readiness of material borrowers
will be monitored periodically, to assess their Year 2000 compliance and
evaluate any further risk to the Corporation.
Management's assessment of the risks associated with the Year 2000 project and
the status of the Corporation's contingency plans are unchanged from that
described in the Corporation's 1998 Annual Report on Form 10-K. The anticipated
costs and projected dates for completion of the Corporation's Year 2000 project,
was based on management's best estimates, which were derived utilizing numerous
assumptions of future events, including the continued availability of certain
resources and other factors. Other unanticipated Year 2000 issues could arise
and there can be no assurance that these estimates will be achieved and actual
results could differ from those anticipated. These unanticipated issues may
include, but are not limited
18
<PAGE> 19
to, the ability to identify and correct all noncompliant systems and
applications, the ability of third parties to become Year 2000 compliant, the
availability and cost of trained personnel, the impact of Year 2000 on our
clients and other uncertainties.
The information above contains forward-looking statements, including, without
limitation, statements relating to the Corporation's plans, strategies,
objectives, expectation, intention, and adequate resources that are made
pursuant to the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Readers are cautioned that forward-looking statements about
Year 2000 should be read in conjunction with the Corporation's disclosures under
the heading Forward Looking Information.
CAPITAL RESOURCES
REGULATORY CAPITAL REQUIREMENTS
Bank holding companies, such as the Corporation, and their bank subsidiaries are
required by banking regulators to meet certain minimum levels of capital
adequacy. These are expressed in the form of certain ratios. Capital is
separated into Tier I capital (essentially common stockholders' equity less
goodwill) and Tier II capital (essentially the allowance for loan losses limited
to 1.25% of risk-weighted assets). The first two ratios, which are based on the
degree of credit risk in the company's assets, provide for weighting assets
based on assigned risk factors and include off-balance sheet items such as loan
commitments and stand-by letters of credit. The ratio of Tier I capital to
risk-weighted assets must be at least 4.0% and the ratio of Total capital (Tier
1 capital plus Tier 2 capital) to risk-weighted assets must be at least 8.0%.
The capital leverage ratio supplements the risk-based capital guidelines. Banks
and bank holding companies are required to maintain a minimum ratio of Tier 1
capital to adjusted quarterly average total assets of 4.0%
The FDIC, the insurer of deposits in financial institutions, has adopted a
risk-based insurance premium system based in part on an institution's capital
adequacy. Under this system, a depository institution is classified into one of
three capital categories (well-capitalized, adequately capitalized or
undercapitalized) according to its risk-based capital and leverage ratios and is
required to pay successively higher premiums depending on its capital levels and
its supervisory rating by its primary regulator. It is the Corporation's
intention to maintain sufficient capital in each of its bank subsidiaries to
permit them to maintain a "well capitalized" designation (the FDIC's highest
rating).
As summarized below, the Corporation's risk based capital levels were well in
excess of all regulatory standards.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
CAPITAL RATIOS Regulatory
Minimum For
"Well March 31, December 31, March 31,
Capitalized" 1999 1998 1998
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Risk based capital:
Tier I 6.0 % 10.4 % 10.5 % 10.2 %
Total capital 10.0 11.6 11.8 11.4
Tier I leverage 5.0 8.4 8.7 8.2
- -----------------------------------------------------------------------------------------------
</TABLE>
COMMON AND PREFERRED STOCK
The Corporation maintains two stock repurchase plans. In May 1998, the
Corporation initiated a stock repurchase plan ("Plan I") that provides for the
repurchase of up to 600,000 shares of its stock on the open market over the next
24 months. The shares will be utilized to satisfy the Corporation's obligation
to issue shares under its existing employee and director stock option plans. The
Corporation intends to acquire such shares in a systematic pattern. In January
1999, the Corporation initiated a second stock repurchase plan ("Plan II") that
provides for the repurchase of up to 1,400,000 shares of its common stock
(approximately 5% of the outstanding shares) for general bank purposes. As of
March 31, 1999, a total of 272,500 shares had been purchased under Plan I at an
average price of $33.26 per share. All but 117,184 of these shares have been
reissued for the exercise of stock options. A total of 548,500 shares had been
acquired under Plan II at an average price of $32.96 per share. Shares of common
stock in treasury are accorded the treatment as if retired; however, such shares
remain available for reissue.
OTHER
Total shareholders' equity was $428.8 million or $15.57 per share as of March
31, 1999, compared with $441.1 million or $15.70 per share as of December 31,
1998 and $418.8 million or $14.89 per share as of March 31, 1998. The
Corporation declared cash dividends of $0.21 per share during the first quarter
of 1999, an increase of 10.5% over the $0.19 per share declared during the same
period in 1998.
19
<PAGE> 20
LIQUIDITY AND DEBT CAPACITY
Management closely monitors the level of liquid assets available to meet ongoing
funding needs and to capitalize on opportunities for business expansion. It is
management's intent to maintain adequate liquidity so that sufficient funds are
readily available at a reasonable cost. Various techniques are used by the
Corporation to measure liquidity, including ratio analysis. Some ratios
monitored by the Corporation include: loans to deposits, core funding (deposits
plus a portion of repurchase agreements and long term debt less single maturity
certificates of deposits) to total funding (volatile funding plus core funding)
and liquid assets to volatile funding (interest bearing liabilities plus
noninterest bearing deposits less core funding). During 1999, the Corporation
has continued its strategy to operate at lower levels of liquidity and at a
higher loan to deposit ratio to improve its asset mix and thereby increase net
interest income. The Corporation has experienced no liquidity or operational
problems as a result of the current liquidity levels. These ratios are
summarized in the following table:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
KEY LIQUIDITY RATIOS
March 31, December 31, March 31,
1999 1998 1998
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Quarterly average:
Loans to deposits 93.5 % 94.9 % 94.8 %
Liquid assets to volatile funding 49.5 46.0 46.1
Core funding to total funding 89.2 88.8 88.7
- --------------------------------------------------------------------------------
</TABLE>
The corporation manages liquidity to meet client cash flow needs while
maintaining funds available for loan and investment opportunities. Management
believes that the Corporation has sufficient liquidity to meet presently known
cash flow requirements arising from ongoing business transactions.
INTEREST RATE RISK
Interest rate risk generally arises when the maturity or repricing structure of
the Corporation's assets and liabilities differs significantly. Asset/liability
management, which among other things addresses such risk, is the process of
developing, testing and implementing strategies that seek to maximize net
interest income, maintain sufficient liquidity and minimize exposure to
significant changes in interest rates. This process includes monitoring
contractual and expected repricing of assets and liabilities as well as
forecasting earnings under different interest rate scenarios and balance sheet
structures. Generally, management seeks a structure that insulates net interest
income from large swings attributable to changes in market interest rates. The
Corporation's static interest rate sensitivity ("GAP") as of March 31, 1999 and
1998 is illustrated in the table below.
At March 31, 1999, the Corporation's rate sensitive assets were below rate
sensitive liabilities within the one-year time frame by $226.1 million. At March
31, 1998, rate sensitive assets exceeded rate sensitive liabilities in the
one-year time frame by 269.4 million. As of both dates, the Corporation's
interest rate risk position was well balanced in the less than one-year time
frame suggesting that net interest income may not be significantly impacted by
changes in interest rates over the following 12 months. Management is
continually reviewing its interest rate risk position and modifying its
strategies based on projections to minimize the impact of future interest rate
changes. While traditional GAP analysis does not always incorporate adjustments
for the magnitude or timing of noncontractual repricing, this table does
incorporate appropriate adjustments as indicated in footnotes 2 and 3 to the
table. Because of these and other inherent limitations of any GAP analysis,
management utilizes simulation modeling as its primary tool to evaluate the
impact of changes in interest rates and balance sheet strategies. Management
uses these simulations to develop strategies that can limit interest rate risk
and provide liquidity to meet client loan demand and deposit preferences.
20
<PAGE> 21
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
INTEREST RATE SENSITIVITY
TOTAL
1-30 31-90 91-180 181-365 WITHIN 1-5 Over
(dollars in millions) Days Days Days Days 1 YEAR Years 5 Years Total
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MARCH 31, 1999
RATE SENSITIVE ASSETS (3)
Loans $1,044.5 $ 145.1 $ 174.5 $ 286.9 $1,651.0 $ 1,413.8 $ 472.9 $3,537.7
Investment securities 49.7 25.5 38.8 78.2 192.2 279.3 175.6 647.1
Short-term investments 18.2 -- -- -- 18.2 -- -- 18.2
-------- ------ ------ ------- ------- --------- ------- -------
Total $1,112.4 $ 170.6 $ 213.3 $ 365.1 $1,861.4 $ 1,693.1 $ 648.5 $4,203.0
======== ====== ====== ======= ======= ========= ======= =======
RATE SENSITIVE LIABILITIES
Deposits (2) $ 326.6 $ 376.9 $ 413.0 $ 717.0 $1,833.5 $ 1,144.0 $ 179.0 $3,156.5
Short-term borrowings 133.4 -- -- -- 133.4 -- -- 133.4
Long-term debt -- -- 42.6 78.0 120.6 10.2 0.1 130.9
-------- ------ ------ ------- ------- --------- ------- -------
Total $ 460.0 $ 376.9 $ 455.6 $ 795.0 $2,087.5 $ 1,154.2 $ 179.1 $3,420.8
======== ====== ====== ======= ======= ========= ======= =======
Period GAP (1) $ 652.4 $(206.3) $(242.3) $ (429.9) $ (226.1) $ 538.9 $ 469.4 $ 782.2
Cumulative GAP 652.4 446.1 203.8 (226.1) 312.8 782.2
Cumulative GAP to Total Assets 14.50% 9.92% 4.53% (5.03)% (5.03)% 6.95% 17.39% 17.39%
Multiple of Rate Sensitive Assets
to Liabilities 2.42 0.45 0.47 0.46 0.89 1.47 3.62 1.23
- -------------------------------------------------------------------------------------------------------------------------
MARCH 31, 1998
RATE SENSITIVE ASSETS (3)
Loans $1,065.1 $ 174.0 $ 248.4 $ 405.4 $1,892.9 $ 1,241.3 $ 352.1 $3,486.3
Investment securities 14.2 34.2 66.4 108.3 223.1 235.4 134.4 592.9
Short-term investments 112.6 -- -- -- 112.6 -- -- 112.6
-------- ------ ------ ------- ------- --------- ------- -------
Total $1,191.9 $ 208.2 $ 314.8 $ 513.7 $2,228.6 $ 1,476.7 $ 486.5 $4,191.8
======== ====== ====== ======= ======= ========= ======= =======
RATE SENSITIVE LIABILITIES
Deposits (2) $ 295.2 $ 348.9 $ 429.0 $ 641.1 $1,714.2 $ 1,237.5 $ 184.4 $3,136.1
Short-term borrowings 133.9 -- -- -- 133.9 -- -- 133.9
Long-term debt 0.1 35.0 13.0 63.0 111.1 50.0 4.6 165.7
-------- ------ ------ ------- ------- --------- ------- -------
Total $ 429.2 $ 383.9 $ 442.0 $ 704.1 $1,959.2 $ 1,287.5 $ 189.0 $3,435.7
======== ====== ====== ======= ======= ========= ======= =======
Period GAP (1) $ 762.7 $(175.7) $(127.2) $ (190.4) $ 269.4 $ 189.2 $ 297.5 $ 756.1
Cumulative GAP 762.7 587.0 459.8 269.4 458.6 756.1
Cumulative GAP to Total Assets 16.96% 13.05% 10.22% 5.99% 5.99% 10.20% 16.81% 16.81%
Multiple of Rate Sensitive Assets
to Liabilities 2.78 0.54 0.71 0.73 1.14 1.15 2.57 1.22
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) GAP is the excess of rate sensitive assets (liabilities).
(2) Includes interest bearing savings and demand deposits of $467 million and
$433 million in 1999 and 1998, respectively, in the less than one year
category, and $963 million and $956 million, respectively in the over one
year category, based on historical trends for these noncontractual
maturity deposit types, which reflects industry standards.
(3) Incorporates prepayment projections for certain assets which may shorten
the time frame for repricing or maturity compared to contractual runoff.
21
<PAGE> 22
FORWARD-LOOKING STATEMENTS
The foregoing disclosure contains "forward-looking statements" within the
meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934,
both as amended, with respect to expectations for future periods. These
forward-looking statements involved are subject to risk and uncertainties that
could cause actual results to differ. These risks and uncertainties include
unanticipated changes in the competitive environment and relationships with
third party vendors and clients and certain other factors discussed in this
report. Management believes that the expectations used in the forward-looking
statements are reasonable, however, actual results may vary significantly.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information concerning quantitative and qualitative disclosures about market
risk contained and incorporated by reference in Item 7A of the Corporation's
1998 Annual Report on Form 10-K, is here incorporated by reference.
The Corporation faces market risk to the extent that both earnings and the fair
value of its financial instruments are affected by changes in interest rates.
The Corporation manages this risk with static GAP analysis and simulation
modeling. Throughout the first quarter of 1999, the results of these measurement
techniques were within the Corporation's policy guidelines. The Corporation does
not believe that there has been a material change in the Corporation's primary
market risk exposure (i.e., the categories of market risk to which the
Corporation is exposed and the particular markets that present the primary risk
of loss to the Corporation). As of the date of this Quarterly Report on Form
10-Q, the Corporation does not know of or expect there to be any material change
in the general nature of its primary market risk exposure in the near term.
The methods by which the Corporation manages its primary market risk exposure,
as described in the sections of its 1998 Annual Report on Form 10-K incorporated
by reference in response to this item, have not changed materially during the
current year. As of the date of this Quarterly Report on Form 10-Q, the
Corporation does not expect to change those methods in the near term. However,
the Corporation may change those methods in the future to adapt to changes in
circumstances or to implement new techniques. In this discussion, "near term"
means a period of one year following the date of the most recent balance sheet
contained in this report.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS - None
ITEM 2. CHANGES IN SECURITIES - None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Proxies were solicited pursuant to Regulation 14 under the Securities Exchange
Act of 1934 to be voted at the annual meeting of shareholders of the Corporation
held April 20, 1999. There was no solicitation in opposition to management's
nominees for directors as set forth in the Corporation's Proxy Statement dated
March 15, 1999 and all such nominees were elected.
The results were as follows with respect to each director nominee:
<TABLE>
<CAPTION>
Votes Against/ Shares Not Voted
Director Votes For Withheld Or Abstentions
- ------------------------------------ -------------------- --------------------- ---------------------
<S> <C> <C> <C>
Edward P. Abbott 22,633,105 96,771 4,993,711
Hugo E. Braun Jr. 22,594,757 135,119 4,993,711
Jonathan E. Burroughs, II 22,550,922 178,954 4,993,711
Lawrence O. Erickson 22,648,232 81,643 4,993,711
William J. Hank 22,610,257 119,619 4,993,711
Robert J. Vitito 22,629,943 99,933 4,993,711
</TABLE>
Total shares eligible to vote: 27,723,587
Broker non-votes included in non-voted shares above: none
22
<PAGE> 23
ITEM 5. OTHER INFORMATION
On April 19, 1999, the Corporation announced an agreement to acquire F&M
Bancorporation headquartered in Wisconsin. F&M Bancorporation has a combined
asset base of $2.4 billion and operates 87 offices throughout Wisconsin,
Minnesota and Iowa. The Corporation will issue approximately $21 million shares
of its common stock in a tax-free exchange for all of the outstanding stock of
F&M Bancorporation. The acquisition will be accounted for as a pooling of
interests and is expected to be completed during the fourth quarter of 1999.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
(3a) Restated Articles of Incorporation, as amended
(27) Financial Data Schedule
(b) Reports on Form 8-K
During the three month period ended March 31, 1999, a report on Form
8-K was filed under Item 5, Other Events. The report, dated and filed
April 27, 1999, announced an agreement to acquire F&M Bancorporation.
SIGNATURE
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 CORPORATION
Date May 10, 1999 By /s/ John W. Ennest
---------------------- --------------------------------------
John W. Ennest
Vice Chairman of the Board, Treasurer
and Chief Financial Officer
(Principal Financial Officer)
(Duly Authorized Signatory)
23
<PAGE> 24
Exhibit Index
-------------
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
(3a) Restated Articles of Incorporation, as amended
27 Financial Data Schedule
</TABLE>
24
<PAGE> 1
FORM 10Q
Exhibit 3(a)
RESTATED
ARTICLES OF INCORPORATION
OF
CITIZENS BANKING CORPORATION
The present name of the Corporation is Citizens Banking Corporation. The
original Articles of Incorporation of the Corporation were filed on November
10, 1980. These Restated Articles of Incorporation were duly adopted by the
Shareholders on April 19, 1988 in accordance with Section 642 of the Business
Corporation Act of Michigan.
ARTICLE I
The name of the Corporation is CITIZENS BANKING CORPORATION.
ARTICLE II
The purpose or purposes for which the Corporation is organized is to
engage in any activity within the purposes for which a Corporation may be
organized under the Business Corporation Act of Michigan, and specifically, but
not in limitation of the foregoing, to be a bank holding company under the Bank
Holding Company Act of 1956, as amended, and to engage in, or acquire an
interest in other companies which engage in, activities closely related to
banking as such activities are defined by the Board of Governors of the Federal
Reserve System.
ARTICLE III
The total authorized capital stock is:
Common shares 12,000,000 Par Value $10.00 per share
Preferred shares 3,000,000 No Par Value
25
<PAGE> 2
ARTICLE IV
(A) A statement of all or any of the relative rights, preferences and
limitations of the common shares is as follows:
(1) Any distribution of profits of the Corporation voted by the directors
as dividends payable in cash, or in shares of the Corporation, or in other
securities of the Corporation or in other securities, shall be distributed to
the shareholders in proportion to their ownership of the shares of the
Corporation.
(2) Each shareholder shall have one vote per share in elections of
directors and on any other matters properly coming up at shareholders' meetings
for action by shareholders.
(3) Voting in elections of directors shall not be cumulative.
(4) Shareholders shall not have preemptive rights to subscribe for or
purchase any authorized but unissued shares of the Corporation or any other
securities or rights to be issued by the Corporation.
(5) In the event of liquidation of the assets of the Corporation after
payment of all of its debts, the remainder of such assets shall be distributed
to the shareholders in proportion to their ownership of the shares of the
Corporation.
(B) The relative rights, preferences and limitations of the preferred
shares shall be determined as follows:
The board of directors is empowered to determine the stated value per
share thereof and to divide and redivide said preferred shares into classes and
series and to designate and redesignate the rights, preferences and limitations
of each class or series.
ARTICLE V
The address of the initial registered office is:
Number One Citizens Banking Center
Flint, Michigan 48502
The name of the initial resident agent at the registered office is:
R. Thomas Carley
26
<PAGE> 3
ARTICLE VI
The business and affairs of the Corporation shall be managed by or under
the direction of a board of directors consisting of not less than ten nor more
than twenty-five directors, the exact number of directors to be determined from
time to time by resolution adopted by affirmative vote of a majority of the
board of directors elected and serving. The directors shall be divided into
three classes, designated Class I, Class II, and Class III. Each class shall
consist, as nearly as may be possible, of one-third of the total number of
directors constituting the entire board of directors. At the 1986 annual
meeting of shareholders, Class I directors shall be elected for a one-year
term, Class II directors for a two-year term and Class III directors for a
three-year term. At each succeeding annual meeting of shareholders beginning
in 1987, successors to the class of directors whose term expires at that annual
meeting shall be elected for a three-year term. If the number of directors is
changed, any increase or decrease shall be apportioned among the classes so as
to maintain the number of directors in each class as nearly equal as possible,
and any additional director of any class elected to fill a vacancy resulting
from an increase in such class shall hold office for a term that shall coincide
with the remaining term of that class, but in no case will a decrease in the
number of directors shorten the term of any incumbent director. A director
shall hold office until the annual meeting for the year in which his term
expires and until his successor shall be elected and shall qualify, subject,
however, to prior death, resignation, retirement, disqualification or removal
from office. Any vacancy on the board of directors that results from an
increase in the number of directors may be filled by a majority of the board of
directors elected and serving, and any other vacancy occurring in the board of
directors may be filled by a majority of the directors elected and serving,
although less than a quorum, or by a sole remaining director. Any director
elected to fill a vacancy not resulting from an increase in the number of
directors shall have the same remaining term as that of his predecessor.
Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of preferred stock issued by the corporation shall have the
right, voting separately by class or series, to elect directors at an annual or
special meeting of shareholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of these articles of incorporation applicable thereto, and such directors
so elected shall not be divided into classes pursuant to this article VI unless
expressly provided by such terms.
Any amendment, change or repeal of this article VI or any other amendment
or change of this article of incorporation which will have the effect of
modifying or permitting circumvention of this article VI, shall require the
favorable vote, at a meeting of the shareholders of the Corporation, of the
holders of at least two thirds of the then outstanding shares of capital stock
of the Corporation entitled to vote; provided, however, that such two
thirds vote shall not be required for any such amendment, change or repeal
recommended to shareholders by the affirmative vote of not less than
three-fourths of the board of directors then in office, and such amendment,
change, or repeal so recommended shall require only the vote, if any, required
under the applicable provision of the Business Corporation Act of Michigan.
27
<PAGE> 4
ARTICLE VII
The directors shall have the power to make, alter, amend, change, add to
or repeal the bylaws of the Corporation not inconsistent with the provisions of
these articles of incorporation. The affirmative vote of the holders of not
less than two thirds of the outstanding shares of capital stock of the
Corporation entitled to vote shall be required for the approval and adoption of
any amendment, alteration, change, addition to or repeal of article II, section
3; article III, section 11 and article III section 12 of the bylaws of the
Corporation proposed by any shareholder of the Corporation.
Any amendment, change or repeal of this article VII, or any other
amendment of these articles of incorporation which will have the effect of
modifying or permitting circumvention of this article VII, shall require the
favorable vote, at a meeting of the shareholders of the Corporation, of the
holders of at least two thirds of the then outstanding shares of capital stock
of the Corporation entitled to vote; provided, however, that such two thirds
vote shall not be required for any such amendment, change or repeal recommended
to shareholders by the affirmative vote of not less than three-fourths of the
board of directors, and such amendment, change, or repeal so recommended shall
require only the vote, if any, required under the applicable provision of the
Business Corporation Act of Michigan.
ARTICLE VIII
Any action required or permitted to be taken at any annual or special
meeting of shareholders of the Corporation, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of not less than two thirds
of the outstanding shares of capital stock of the Corporation entitled to vote.
Any amendment, change or repeal of this article VIII, or any other amendment of
these articles of incorporation which will have the effect of modifying or
permitting circumvention of this article VIII, shall require the favorable
vote, at a meeting of the shareholders of the Corporation, of the holders of at
least two thirds of the then outstanding shares of capital stock of the
Corporation entitled to vote; provided, however, that such two thirds vote
shall not be required for, any such amendment, change or repeal recommended to
shareholders by the affirmative vote of not less than three-fourths of the
board of directors elected and serving, and such amendment, change, or repeal
so recommended shall require only the vote, if any, required under the
applicable provision of the Business Corporation Act of Michigan.
28
<PAGE> 5
ARTICLE IX
The affirmative vote of (a) the holders of not less than two thirds of the
outstanding shares of capital stock of the corporation entitled to vote and (b)
the holders of not less than a majority of the outstanding shares of capital
stock of the corporation entitled to vote excluding for purposes of determining
the affirmative vote required by this clause (b) all such shares of which a
"Related Person" (as hereinafter defined) shall be a "Beneficial Owner" (as
hereinafter defined), shall be required for the approval or authorization of
any "Business Combination" (as hereinafter defined) involving a Related Person;
provided, however, that the foregoing voting requirements set forth in clauses
(a) and (b) above shall not be applicable, and the provisions of Michigan law
relating to the percentage of shareholder approval, if any, shall apply to any
such Business Combination if:
A. The "Continuing Directors" of the corporation (as hereinafter
defined) by a three-fourths vote thereof have expressly approved the
Business Combination either in advance of or subsequent to the
acquisition of outstanding shares of capital stock of the
Corporation that caused the Related Person to become a Related
Person; or
B. If each of the following conditions are satisfied:
1. The aggregate amount of the cash and the fair market value of
the property, securities or other consideration to be received
per share of any class or series of capital stock of the
corporation in the Business Combination by holders of such
capital stock of the corporation, other than the Related Person
involved in the Business Combination, is not less than the
"Highest Per Share Price" or the "Highest Equivalent Price" (as
these terms are hereinafter defined), paid or to be paid by the
Related Person in acquiring any of such class or series of the
capital stock of the corporation outside of such Business
Combination; and
2. A proxy statement complying with the requirements of the
Securities Exchange Act of 1934, as amended, shall have been
mailed to all shareholders of the Corporation for the purpose
of soliciting shareholder approval of the Business Combination.
The proxy statement shall contain at the front thereof, in a
prominent place, the position of the Continuing Directors as to
the advisability (or inadvisability) of the Business
Combination and, if deemed advisable by a majority of the
Continuing Directors, the opinion of an investment banking firm
selected by the Continuing Directors as to the fairness of the
terms of the Business Combination, from the point of view of
the holders of the outstanding shares of capital stock of the
corporation other than any Related Person.
29
<PAGE> 6
For purposes of this Article IX:
1. The term "Business Combination" means (i) any merger, consolidation
or share exchange of the corporation or any of its subsidiaries into
or with any member of any Related Person, in each case irrespective
of which corporation or company is the surviving entity; (ii) any
sale, lease, exchange, mortgage, pledge, transfer or other
disposition to or with any member of any Related Person (in a single
transaction or a series of related transactions) of all or a
Substantial Part (as hereinafter defined) of the assets of the
Corporation (including without limitation any securities of a
subsidiary) or a Substantial Part of the assets of any of its
subsidiaries; (iii) any sale, lease, exchange, mortgage, pledge,
transfer or other disposition to or with the corporation or to or
with any of its subsidiaries (in a single transaction or series of
related transactions) of all or a Substantial Part of the assets of
any member of any Related Person; (iv) the issuance or transfer of
any securities of the Corporation or any of its subsidiaries by the
corporation or any of its subsidiaries to any member of any Related
Person (other than an issuance or transfer of securities which is
effected on a pro rata basis to all shareholders of the Corporation);
(v) the acquisition by the Corporation or any of its subsidiaries of
any securities of any member of any Related Person; and (vi) any
agreement, contract or other arrangement providing for any of the
transactions described in this definition of Business Combination.
2. The term "Related Person" shall mean any individual, corporation,
partnership or other person or entity, including any member of a
"group" (as defined in section 13(d)(3)) of the Securities Exchange
Act of 1934 as in effect at the date of the adoption of this article
by the shareholders of the corporation; such act and such rules and
regulations promulgated thereunder, collectively and as so in effect,
being hereinafter referred to as the "Exchange Act"), and any
"Affiliate" or "Associate" (as defined in Rule 12b-2 of the Exchange
Act) of any such individual, corporation, partnership or other person
or entity which, as of the record date for the determination of
shareholders entitled to notice of and to vote on any Business
Combination, or immediately prior to the consummation of such
transaction, together with their Affiliates and Associates, are
"Beneficial Owners" (as defined in Rule 13d-3 of the Exchange Act) in
the aggregate of ten percent or more of the outstanding shares of any
class or series of capital stock of the Corporation.
3. The term "Substantial Part" shall mean more than 10% of the
fair market value, as determined by three-fourths of the Continuing
Directors, of the total consolidated assets of the corporation and
its subsidiaries taken as a whole, as of the end of its most recent
fiscal year ending prior to the time the determination is being
made.
30
<PAGE> 7
4. For the purposes of subparagraph B. 1. of paragraph one of this
article IX, the term "other consideration to be received" shall
include, without limitation, common stock or other capital stock of
the Corporation retained by shareholders of the Corporation other
than Related Persons or parties to such Business Combination in the
event of a Business Combination in which the corporation is the
surviving corporation.
5. The term "Continuing Directors" shall mean a director who either (i)
was a member of the board of directors of the Corporation immediately
prior to the time that the Related Person involved in a Business
Combination became a Related Person, or (ii) has been designated
(before his or her initial election as director) as a Continuing
Director by a majority of the then Continuing Directors.
6. A "Related Person" shall be deemed to have acquired a share of the
capital stock of the Corporation at the time when such Related Person
became a Beneficial Owner thereof. With respect to the shares owned
by Affiliates, Associates or other persons whose ownership is
aggregated with that of a Related Person under the foregoing
definition of Related Person, if the price paid by such Related
Person for such shares is not determinable by the Continuing
Directors, such price shall be deemed to be the higher of (a) the
price paid upon the acquisition thereof by the Affiliate, Associate,
or other person or (b) the market price of the shares in question at
the time when the Related Person became a Beneficial Owner thereof.
7. The terms "Highest Per Share Price" and "Highest Equivalent Price" as
used in this article IX shall mean the following: If there is only
one class of capital stock of the Corporation issued and outstanding,
the Highest Per Share Price shall mean the highest price that can be
determined to have been paid or to have been agreed to be paid, by
the Related Person for any share or shares of that class of capital
stock within the two year period immediately prior to the
announcement date of the proposed Business Combination or in the
transaction in which the shareholder became a Related Person,
whichever is higher. If there is more than one class of capital
stock of the Corporation issued and outstanding, the Highest
Equivalent Price shall mean with respect to each class and series of
capital stock of the Corporation, the amount determined by
three-fourths of the Continuing Directors, on whatever basis they
believe is appropriate, to be the highest per share price equivalent
for each such class or series to have been paid or to have been
agreed to be paid by the Related Person within the two year period
immediately prior to the announcement date of the proposed Business
Combination or in the transaction in which the shareholder became a
Related Person, whichever is higher. The Highest Per Share Price and
the Highest Equivalent Price shall also include any brokerage
commissions, transfer taxes and soliciting dealers' fees paid by the
Related Person with respect to the shares of capital stock of the
corporation acquired by the Related Person.
31
<PAGE> 8
The board of directors of the Corporation shall have the power and
duty to determine for the purposes of this article IX on the basis of
information then known to it, (i) whether any person is an Affiliate
or Associate of another person, (ii) whether any proposed sale,
lease, exchange or other disposition of part of the properties or
assets of the Corporation involves a Substantial Part of the
properties or assets of the Corporation, and (iii) the value of the
Highest Per Share Price and Highest Equivalent Price. Any such
reasonable determination by the board of directors shall be
conclusive and binding for all purposes of this article IX.
Any amendment, change or repeal of this article IX, or any other
amendment of this Restated Certificate of Incorporation which will
have the effect of modifying or permitting circumvention of this
article IX, shall require the favorable vote, at a meeting of the
shareholders of the Corporation, of (a) the holders of at least two
thirds of the then outstanding shares of capital stock of the
Corporation entitled to vote and (b) a majority of the outstanding
shares of capital stock of the corporation entitled to vote of which
a Related Person is not a Beneficial Owner; provided, however, that
this paragraph shall not apply to, and such two thirds and majority
vote shall not be required for, any such amendment, change or repeal
recommended to shareholders by the affirmative vote of not less than
three-fourths of the Continuing Directors, and such amendment,
change, or repeal so recommended shall require only the vote, if any,
required under the applicable provision of the Business Corporation
Act of Michigan.
This article IX shall not be applicable to the Corporation effective on the
date on which the board of directors of the Corporation elects by resolution to
become subject, and so long as the Corporation remains subject, in whole or in
part, as to specifically identified or unidentified interested shareholders (as
defined in Chapter 7A) of the Corporation, to the voting requirements of Section
780 of Chapter 7A of the Business Corporation Act of the State of Michigan
("Chapter 7A"). If for any reason the provisions of Chapter 7A are not
applicable to the Corporation after the board of directors have elected to have
the Corporation become subject thereto, then, in such event, article IX shall be
effective and applicable to the Corporation.
ARTICLE X
(a) No director of the Corporation shall be personally liable to the
Corporation or to its shareholders for monetary damages for breach of the
director's fiduciary duty except for liability (i) for a breach of the
director's duty of loyalty to the Corporation or its shareholders; (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) for a violation of Section 551(1) of the
Business Corporation Act of Michigan; (iv) for a transaction from which the
director derived an improper personal benefit, or (v) for an act or omission
occurring before March 1, 1987.
32
<PAGE> 9
(b) The indemnification or advancement of expenses provided by law is not
exclusive of other rights to which a person seeking indemnification or
advancement of expenses may be entitled under these articles of incorporation,
the bylaws of the Corporation or a contractual agreement.
IN WITNESS WHEREOF Citizens Banking Corporation has caused these Restated
Articles of Incorporation to be signed by Charles R. Weeks, its President and
Chief Executive Officer, and attested by R. Thomas Carley, its Executive Vice
President and Secretary, on this 19th day of April, A.D. 1988.
Charles R. Weeks
-------------------------
Charles R. Weeks
President and Chief
Executive Officer
ATTESTED
By: R. Thomas Carley
--------------------------
R. Thomas Carley
Executive Vice President
and Secretary
(SEAL)
33
<PAGE> 10
OPT IN CONTROL SHARE
ACQUISITION STATUTE no fee
MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
- -----------------------------------------------------------------------------
(FOR BUREAU USE ONLY) Date Received
FILED OCT 26, 1988
OCT 26 1988
Administrator
MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau
efc 10-31-88
- -----------------------------------------------------------------------------
ELECTION PURSUANT TO SECTION 2
OF ACT NO. 58 of the
PUBLIC ACTS OF 1988
- ------------------------------------------------------------------------------
1. The present name of the corporation is: CITIZENS BANKING CORPORATION
2. The corporation identification number (CID) assigned by the Bureau is:
031-208
3. The location of its registered office is:
One Citizens Banking Center Flint, Michigan 48502
----------------------------------------------- ----------
(Street Address) (City) (ZIP Code)
- ------------------------------------------------------------------------------
Citizens Banking Corporation, hereby files with the Department of
Commerce, pursuant to Section 2 of Act No. 58 of the Public Acts of 1988, the
following resolution adopted by the Board of Directors of the Corporation on
October 21, 1988.
RESOLVED, that the Board of Directors of Citizens Banking Corporation,
a Michigan corporation that is an "issuing public corporation" as defined
in Section 793 of the Michigan Business Corporation Act, hereby elects,
pursuant to Section 2 of Act No. 58 of the Public Acts of 1988, to have
such Act apply to the Company effective as of October 31, 1988.
CITIZENS BANKING CORPORATION
By: R. Thomas Carley
-----------------------------------------
R. Thomas Carley
Executive Vice President and Secretary
-----------------------------------------
(Title and Name)
34
<PAGE> 11
CHANGE IN REGISTERED AGENT
NOTE: THE FOLLOWING ANNUAL REPORT HAS BEEN INCLUDED WITHIN THE RECORD
FOR THIS CORPORATION DUE TO THE FILING OF A CHANGE OF REGISTERED
OFFICE AND/OR RESIDENT AGENT ON THE ANNUAL REPORT. THE PRESENCE OF
THIS REPORT IN NO WAY IMPLIES THAT THE REPORT ITSELF, OTHER THAN THE
INFORMATION RELATED TO THE CHANGE OF REGISTERED OFFICE AND/OR RESIDENT
AGENT, HAS BEEN ACCEPTED BY THE CORPORATION AND SECURITIES BUREAU.
35
<PAGE> 12
C&S-2500 (REV. 8-88)
MICHIGAN DEPARTMENT OF COMMERCE
FOR BUREAU USE ONLY
891B#4874 0329 P-MAR $15.00
891B#4874 0329 ORG&FI $5.00
1989 MICHIGAN ANNUAL REPORT -- PROFIT CORPORATIONS
(Please read instructions before completing form)
This report shall be filed by all profit corporations before May 16, 1989
showing the corporate condition at the close of business on December 31 or upon
the date of the close of the latest fiscal year next preceding the time for
filing. ONLY those corporations incorporated or admitted after December 31,
1988 and before May 15, 1989 are exempt from filing. The report is required in
accordance with the provisions of Section 911, Act 284, Public Acts of 1972, as
amended. Penalties may be assessed under the Act for failure to file.
- --------------------------------------------------------------------------------
This Report Must Report of Condition on Corporation
be Filed before MAY 16, 1989 DECEMBER 31, 1988 or ________ Number 031208
- --------------------------------------------------------------------------------
1. Corporate Name
- --------------------------------------------------------------------------------
CITIZENS BANKING CORPORATION 7
NUMBER ONE CITIZENS BANKING CTR 8
FLINT, MI 48502 9
- --------------------------------------------------------------------------------
2. Resident Agent - do not 4. Federal Employer No. 5. Term of Existence
alter preprinted information 382378932 PERPETUAL
in this item or item 3.
R. THOMAS CARLEY
- --------------------------------------------------------------------------------
3. Registered Office Address 6. Incorporation Date 7. State of Incorporation
in Michigan - No., Street, 11/10/1980 MI
City, Zip ------------------------------------------------
NUMBER ONE CITIZENS BANKING 8. Date of Admittance 9. Act Under Which
CTR, FLINT 48502 (Foreign Corp.) Incorporated (If
other than 1931, P.A.
327 or 1972, P.A.
284)
- --------------------------------------------------------------------------------
10. (DOMESTIC CORPORATIONS ONLY) COMPLETE THIS SECTION ONLY IF THE RESIDENT
AGENT IN ITEM 2 OR THE REGISTERED OFFICE IN ITEM 3 HAS CHANGED. FOREIGN
CORPORATIONS MUST USE FORM C&S 562.
- --------------------------------------------------------------------------------
a. The name of the successor resident agent is: Thomas W. Gallagher
b. The address of the registered office is changed to:
_____________________________________________________, Michigan ____________
(Street Address) (City) (ZIP Code)
c. The mailing address of the registered office if different than 10b. is:
_____________________________________________________, Michigan ____________
(Address) (City) (ZIP Code)
ADD $5.00 TO THE $15.00 ANNUAL REPORT FILING FEE IF THIS SECTION IS COMPLETED
FILED BY DEPARTMENT APR 7 '89
- --------------------------------------------------------------------------------
11. Principal business office, and, if different, principal place of business
in Michigan: Same as Item 1.
12. Nature and type of business in which corporation is engaged: Bank holding
company
13. a. Name of parent corporation: None
b. List any subsidiary corporations: See attached list of subsidiaries
- --------------------------------------------------------------------------------
14. Corporate Stock Report -- Total Authorized Capital Stock
(Not merely outstanding)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
a. Shares With No. of Shares Authorized Par-Value Total Authorized Amount Amount
Par-Value With Par-Value Per Share Capital Subscribed Paid-In
<S> <C> <C> <C> <C> <C>
COMMON 12,000,000 $10.000 $120000000.000 $ $68,693,380
- ------------------------------------------------------------------------------------------------------------------------
$ $
- ------------------------------------------------------------------------------------------------------------------------
$ $
- ------------------------------------------------------------------------------------------------------------------------
$ $
- ------------------------------------------------------------------------------------------------------------------------
b. Shares Without No. of Shares Authorized Stated Value No. of Shares Amount Amount
Par-Value Without Par Value Per Share Subscribed or Issued Subscribed Paid-In
PFD. 300,000 $0.100 $ $ -0-
- ------------------------------------------------------------------------------------------------------------------------
$ $
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
MAR 29, 1989
36
<PAGE> 13
15. The following is a statement of assets and liabilities as shown by the books
of the corporation on December 31, 1988 or (close
of fiscal year next preceding May 15, 1989) listed separately as to property
within and without Michigan. The balance sheet of a Michigan corporation
must be the same balance sheet as furnished to shareholders.
<TABLE>
<CAPTION>
WITHIN WITHOUT
ASSETS TOTAL MICHIGAN MICHIGAN LIABILITIES AND EQUITY
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash Notes and Accounts Payable, Trade
Notes and Accounts Receivable Notes and Accounts Payable, Other
Inventories Accrued Expenses
Prepaid Expenses Long Term Indebtedness
Non-current Notes and Reserves and Contingent
Accounts Receivable See attached Consolidated Liabilities
Land Balance Sheet Deferred Income Tax
Depreciable Assets
Machinery and Equipment
Furniture and Fixtures
Buildings Stockholders Equity
Other Common Stock (par value)
Preferred Stock (par value)
No Par Value Stock
Less Depreciation (stated value)
Net Depreciable Assets Additional Paid-In Capital
Investments Retained Earnings (deficit)
Investments in Subsidiaries Other
Other Investments Total Stockholders Equity
Other Assets
TOTAL ASSETS TOTAL LIABILITIES & EQUITY
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
16. Corporate Officers and Directors
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
OFFICE NAME, STREET & NUMBER, CITY, STATE & ZIP CODE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
President See attached list of officers
- ---------------------------------------------------------------------------------------------------------------------
If Different
than President Secretary
Treasurer
Vice-President
- ---------------------------------------------------------------------------------------------------------------------
If Different
than Officers Director See attached list of directors
Director
Director
Director
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
17. Is 51% or more of this corporation owned and controlled by woman/women?
/ / Yes / / No
(A response to this question is voluntary and will be used for statistical
purposes only).
18. The corporation states that the address of its registered office and the
address of the business office of its resident agent are identical.
Any changes were authorized by resolution duly adopted by its board of
directors. After filing, this report is open to reasonable inspection by
the public pursuant to Section 915, Act 284, Public Acts of 1972, as
amended.
Signed this 28th day of March, 1989.
By Thomas W. Gallagher
-------------------------------------------
(Signature of Authorized Officer or Agent)*
Thomas W. Gallagher
Vice President, General Counsel & Secretary
--------------------------------------------
(Type or print Name and Title)
*If Item 10 has been completed, this report
must be signed by the president,
vice-president, chairperson,
vice-chairperson, secretary or assistant
secretary of the corporation.
Filing Fee $15.00 (without change of agent or registered office)
Filing Fee $20.00 (with change of agent or registered office in Item 10)
MAKE REMITTANCE PAYABLE TO: "STATE OF MICHIGAN"
RETURN TO:
DEPARTMENT OF COMMERCE
CORPORATION AND SECURITIES BUREAU
CORPORATION DIVISION
6546 MERCANTILE WAY
P.O. BOX 30057
LANSING, MICHIGAN 48909
37
<PAGE> 14
"RIGHTS PLAN"
CERTIFICATE OF DESIGNATIONS
C&S-515 (10/89) 904EH5497 0727 ORG&FI $10.00
- -----------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
- -----------------------------------------------------------------------------
(FOR BUREAU USE ONLY) Date Received
FILED JUL 26, 1990
JUL 26 1990
Administrator
MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau
- -----------------------------------------------------------------------------
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC CORPORATIONS
(Please read information and instructions on last page)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations),
the undersigned corporation executes the following Certificate:
- ------------------------------------------------------------------------------
1. The present name of the corporation is: CITIZENS BANKING CORPORATION
2. The corporation identification number (CID) assigned by the Bureau is:
031-208
3. The location of its registered office is:
One Citizens Banking Center Flint, Michigan 48502
----------------------------------------------- ----------
(Street Address) (City) (ZIP Code)
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
4. Article IV of the Articles of Incorporation is hereby amended to
read as follows: SEE ATTACHED FOR ADDITIONAL PROVISIONS TO ARTICLE IV
- ------------------------------------------------------------------------------
38
<PAGE> 15
5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS
CONSENT OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD
OF DIRECTORS OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b)
a. / / The foregoing amendment to the Articles of Incorporation was duly
adopted on the_______day of_________, 19___, in accordance with the
provisions of the Act by the unanimous consent of the incorporator(s)
before the first meeting of the board of directors or trustees. Signed
this _______day of ________________, 19 _____.
- ---------------------------------- ------------------------------------
(Signature) (Signature)
- ---------------------------------- ------------------------------------
(Type or Print Name) (Type or Print Name)
- ---------------------------------- ------------------------------------
(Signature) (Signature)
- ---------------------------------- ------------------------------------
(Type or Print Name) (Type or Print Name)
b. / / The foregoing amendment to the Articles of Incorporation was duly
adopted on the 20th day of July, 1990. The amendment: (check one of the
following)
/ / was duly adopted in accordance with Section 611(2) of the
Act by the vote of the shareholders if a profit corporation, or by
the vote of the shareholders or members if a nonprofit corporation,
or by the vote of the directors if a nonprofit corporation organized
on a nonstock directorship basis. The necessary votes were cast in
favor of the amendment.
/ / was duly adopted by the written consent of all the directors
pursuant to Section 525 of the Act and the corporation is a nonprofit
corporation organized on a nonstock directorship basis.
/ / was duly adopted by the written consent of the shareholders or
members having not less than the minimum number of votes required by
statute in accordance with Section 407 (1) and (2) of the Act if a
nonprofit corporation, and Section 407 (1) of the Act if a profit
corporation. Written notice to shareholders or members who have not
consented in writing has been given. (Note: Written consent by less
than all of the shareholders or members is permitted only if such
provision appears in the Articles of Incorporation.)
/ / was duly adopted by the written consent of all the shareholders or
members entitled to vote in accordance with Section 407 (3) of the
Act if a non-profit corporation, and Section 407 (2) of the Act if a
profit corporation.
/X/ was duly adopted by a majority of the Directors pursuant to and as
permitted by Article IV of the Corporation's Amended and Restated
Articles of Incorporation
Signed this 20th day of July, 1990
By Thomas W. Gallagher
----------------------------------------------
(Only signature of: President, Vice-President,
Chairperson and Vice-Chairperson)
Thomas W. Gallagher, Vice President, General
Counsel & Secretary
------------------------------------------------
(Type or Print Name) (Type or Print Title)
39
<PAGE> 16
C&S-515
DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS
INDICATED IN THE BOX BELOW. Include name, street and
number (or P.O. box), city, state and ZIP code.
Mark A. Metz
Dykema Gossett
35th Floor
400 Renaissance Center
Detroit, Michigan 48243
Name of person or organization remitting fees:
Citizens Banking Corporation
- ----------------------------
Preparer's name and business
telephone number:
- ----------------------------
Mark A. Metz
- ----------------------------
(313) 568-5434
INFORMATION AND INSTRUCTIONS
1. The amendment cannot be filed until this form, or a comparable document, is
submitted.
2. Submit one original copy of this document. Upon filing, a microfilm copy
will be prepared for the records of the Corporation and Securities Bureau.
The original copy will be returned to the address appearing in the box above
as evidence of filing.
Since this document must be microfilmed, it is important that the
filing be legible. Documents with poor black and white contrast, or
otherwise illegible, will be rejected.
3. This document is to be used pursuant to the provisions of section 631 of the
Act for the purpose of amending the articles of incorporation of a domestic
profit or nonprofit corporation. Do not use this form for restated
articles. A nonprofit corporation is one incorporated to carry out any
lawful purpose or purposes not involving pecuniary profit or gain for its
directors, officers, shareholders, or members. A nonprofit corporation
formed on a nonstock directorship basis, as authorized by Section 302 of the
Act, may or may not have members, but if it has members, the members are not
entitled to vote.
4. Item 2 -- Enter the identification number previously assigned by the Bureau.
If this number is unknown, leave it blank.
5. Item 4 -- The article being amended must be set forth in its entirety.
However, if the article being amended is divided into separately
identifiable sections, only the sections being amended need be included.
6. This document is effective on the date approved and filed by the Bureau. A
later effective date, no more than 90 days after the date of delivery, may
be stated.
7. If the amendment is adopted before the first meeting of the board of
directors, item 5(a) must be completed and signed in ink by a majority of
the incorporators if more than one listed in Article V of the Articles of
Incorporation if a profit corporation, and all the incorporators if a
non-profit corporation. If the amendment is otherwise adopted, item 5(b)
must be completed and signed in ink by the president, vice-president,
chairperson or vice-chairperson of the corporation.
8. FEE: (Make remittance payable to the State of Michigan.
Include corporation name and CID Number on check or money
order) ........................................................$10.00
Franchise fee for profit corporations (payable only if authorized
shares have increased):
each additional 20,000 authorized shares or portion thereof .....$30.00
9. Mail form and fee to:
Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Box 30054
6546 Mercantile Way
Lansing, MI 48909
Telephone: (517) 334-6302
40
<PAGE> 17
\
CERTIFICATE OF DESIGNATIONS
ESTABLISHING AND DESIGNATING THE SERIES AND
FIXING AND DETERMINING THE RELATIVE RIGHTS AND PREFERENCES
OF THE SERIES A PREFERRED STOCK
OF
CITIZENS BANKING CORPORATION
Pursuant to Section 302(4) of the
Michigan Business Corporation Act
---------------------------------
Citizens Banking Corporation, a Michigan corporation, hereby
certifies that the following resolution was duly adopted by the Board of
Directors of the Corporation at a meeting duly called and held on July 20,
1990, pursuant to authority conferred upon the Board of Directors by the
provisions of the Amended and Restated Articles of Incorporation, and that the
complete text of such resolution is as follows:
RESOLVED: That pursuant to the authority vested in the Board of
Directors in accordance with the provisions of its Amended and Restated
Articles of Incorporation, a series of preferred stock of the Company be and it
hereby is created, and that the determination of the terms and amount thereof
and the voting powers, preferences and relative, participating, optional and
other special rights of the shares of such series, and the qualifications,
limitations or restrictions thereof are as set forth below, and that the
Amended and Restated Articles of Incorporation of the Company be and hereby are
amended by adopting a Certificate of Designations containing the terms and
conditions contained in Exhibit A to the Rights Agreement.
Exhibit A to the Rights Agreement
There is hereby established a series of serial preferred stock to
which the following provisions shall be applicable:
Section 1. Designation and Amount. The shares of such series
shall be designated as "Series A Preferred Stock" (the "Preferred Stock") and
the number of shares constituting the Preferred Stock shall be 200,000. Such
number of shares may be increased or decreased by resolution of the Board of
Directors (hereinafter called the "Board of Directors" or the "Board") of
Citizens Banking Corporation, (the "Company"); provided, that no decrease shall
reduce the number of shares of Preferred Stock to a number less than the number
of shares then outstanding plus the number of shares reserved for issuance upon
the exercise of outstanding options, rights or warrants or upon the conversion
of any outstanding securities issued by the Company convertible into Preferred
Stock.
41
<PAGE> 18
Section 2. Dividends and Distributions.
(A) Subject to the rights of the holders of any shares of any
series of preferred stock of the Company (or any similar stock) ranking
prior and superior to the Preferred Stock with respect to dividends, the
holders of shares of Preferred Stock, in preference to the holders of
Common Stock, par value $10.00 per share (the "Common Stock"), of the
Company, and of any other junior stock, shall be entitled to receive, when,
as and if declared by the Board of Directors out of funds legally available
for the purpose, quarterly dividends payable in cash on the first day of
March, June, September and December in each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date"), commencing on
the first Quarterly Dividend Payment Date after the first issuance of a
share or fraction of a share of Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject
to the provision for adjustment hereinafter set forth, 100 times the
aggregate per share amount of all cash dividends, and 100 times the
aggregate per share amount (payable in kind) of all non-cash dividends or
other distributions, other than a dividend payable in shares of Common
Stock or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date or, with respect to
the first Quarterly Dividend Payment Date, since the first issuance of any
share or fraction of a share of Preferred Stock. In the event the Company
shall at any time declare or pay any dividend on the Common Stock payable
in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of
Common Stock) into a greater or lesser number of shares of Common Stock,
then in each such case the amount to which holders of shares of Preferred
Stock were entitled immediately prior to such event under clause (b) of the
preceding sentence shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately
prior to such event.
42
<PAGE> 19
(B) The Company shall declare a dividend or distribution on the
Preferred Stock as provided in paragraph (A) of this Section immediately
after it declares a dividend or distribution on the Common Stock (other
than a dividend payable in shares of Common Stock); provided that, in the
event no dividend or distribution shall have been declared on the Common
Stock during the period between any Quarterly Dividend Payment Date and the
next subsequent Quarterly Dividend Payment Date, a dividend of $1 per share
on the Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend
Payment Date, in which case dividends on such shares shall begin to accrue
from the date of issue of such shares, or unless the date of issue is a
Quarterly Dividend Payment Date or is a date after the record date for the
determination of holders of shares of Preferred Stock entitled to receive
a quarterly dividend and before such Quarterly Dividend Payment Date, in
either of which events such dividends shall begin to accrue and be
cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the shares of
Preferred Stock in an amount less than the total amount of such dividends
at the time accrued and payable on such shares shall be allocated pro rata
on a share-by-share basis among all such shares at the time outstanding.
The Board of Directors may fix a record date for the determination of
holders of shares of Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date shall be not
more than 60 days prior to the date fixed for the payment thereof.
Section 3. Voting Rights. The holders of shares of Preferred
Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set forth,
each share of Preferred Stock shall entitle the holder thereof to one
hundred votes on all matters submitted to a vote of the shareholders of the
Company.
43
<PAGE> 20
(B) Except as otherwise provided herein, in any other
Certificate of Designations creating a series of Preferred Stock or any
similar stock, or by law, the holders of shares of Preferred Stock and the
holders of shares of Common Stock and any other capital stock of the
Company having general voting rights shall vote together as one class on
all matters submitted to a vote of shareholders of the Company.
(C) Except as set forth herein, or as otherwise provided by law,
holders of Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to
vote with holders of Common Stock as set forth herein) for taking any
corporate action.
Section 4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or
distributions payable on the Preferred Stock as provided in Section 2 are
in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Preferred Stock
outstanding shall have been paid in full, the Company shall not:
(i) declare or pay dividends, or make any other distributions,
on any shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Preferred Stock;
(ii) declare or pay dividends, or make any other distributions,
on any shares of stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Preferred
Stock, except dividends paid ratably on the Preferred Stock and all
such parity stock on which dividends are payable or in arrears in
proportion to the total amounts to which the holders of all such
shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration
shares of any stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Preferred Stock,
provided that the Company may at any time redeem, purchase or
otherwise acquire shares of any such junior stock in exchange for
shares of any stock of the Company ranking junior (either as to
dividends or upon dissolution, liquidation or winding up) to the
Preferred Stock; or
44
<PAGE> 21
(iv) redeem or purchase or otherwise acquire for consideration
any shares of Preferred Stock, or any shares of stock ranking on a
parity with the Preferred Stock, except in accordance with a purchase
offer made in writing or by publication (as determined by the Board of
Directors) to all holders of such shares upon such terms as the Board
of Directors, after consideration of the respective annual dividend
rates and other relative rights and preferences of the respective
series and classes, shall determine in good faith will result in fair
and equitable treatment among the respective series or classes.
(B) The Company shall not permit any subsidiary of the Company to
purchase or otherwise acquire for consideration any shares of stock of the
Company unless the Company could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.
Section 5. Reacquired Shares. Any shares of Preferred Stock purchased
or otherwise acquired by the Company in any manner whatsoever shall
be retired and cancelled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
preferred stock and may be reissued as part of a new series of preferred stock
subject to the conditions and restrictions on issuance set forth herein, in the
Amended and Restated Articles of Incorporation or in any other Certificate of
Designations creating a series of preferred stock or any similar stock or as
otherwise required by law.
Section 6. Liquidation, Dissolution or Winding Up. Upon any liquidation,
dissolution or winding up of the Company, no distribution shall be
made (1) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Preferred
Stock unless, prior thereto, the holders of shares of Preferred Stock shall
have received $1,000 per share, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment, provided that the holders of shares of Preferred Stock shall be
entitled to receive an aggregate amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 100 times the aggregate amount to be
distributed per share to holders of shares of Common Stock, or (2) to the
holders of shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Preferred Stock, except
distributions made ratably on the Preferred Stock and all such parity stock in
proportion to the total amounts to which the holders of all such shares are
entitled upon such liquidation, dissolution or winding up. In the event the
45
<PAGE> 22
Company shall at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
aggregate amount to which holders of shares of Preferred Stock were entitled
immediately prior to such event under the proviso in clause (1) of the
preceding sentence shall be adjusted by multiplying such amount by a fraction
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
Section 7. Consolidation, Merger, etc. In case the Company shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Preferred Stock shall at the same time be similarly exchanged or changed into
an amount per share, subject to the provision for adjustment hereinafter set
forth, equal to 100 times the aggregate amount of stock, securities, cash
and/or any other property (payable in kind), as the case may be, into which or
for which each share of Common Stock is changed or exchanged. In the event the
Company shall at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
amount set forth in the preceding sentence with respect to the exchange or
change of shares of Preferred Stock shall be adjusted by multiplying such
amount by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.
Section 8. No Redemption. The shares of Preferred Stock shall
not be redeemable.
Section 9. Rank. The Preferred Stock shall rank, with respect to
the payment of dividends and the distribution of assets, junior to all series
of any other class of the Company's preferred stock.
Section 10. Amendment. The Amended and Restated Articles of
Incorporation of the Company shall not be amended in any manner which would
materially alter or change the powers, preferences or special rights of the
Preferred Stock so as to affect them adversely without the affirmative vote of
the holders of at least two-thirds of the outstanding shares of Preferred
Stock, voting together as a single class.
53
<PAGE> 23
IN WITNESS WHEREOF, the Company has caused this Certificate to be
executed as of this 20th day of July, 1990.
CITIZENS BANKING CORPORATION
By: Thomas W. Gallagher
Thomas W. Gallagher,
Vice President,General
Counsel and Secretary
47
<PAGE> 24
AMENDMENT TO INCREASE AUTHORIZED STOCK
C&S 515 (Rev. 2-92)
MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
- -----------------------------------------------------------------------------
Date Received (FOR BUREAU USE ONLY)
MAY 1 1992 FILED
- --------------------------------------- JUN 03 1992
Name Thomas W. Gallagher
Citizens Banking Corporation Administrator
- --------------------------------------- MICHIGAN DEPARTMENT OF COMMERCE
Address One Citizens Banking Center Corporation and Securities Bureau
- ---------------------------------------
City Flint State MI ZIP Code 48502 EFFECTIVE DATE:
- -----------------------------------------------------------------------------
DOCUMENT WILL BE RETURNED TO NAME AND ADDRESS INDICATED ABOVE
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC CORPORATIONS
(Please read information and instructions on last page)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations),
the undersigned corporation executes the following Certificate:
- ------------------------------------------------------------------------------
1. The present name of the corporation is: CITIZENS BANKING CORPORATION
2. The corporation identification number (CID) assigned by the Bureau is:
031-208
3. The location of its registered office is:
One Citizens Banking Center Flint, Michigan 48502
----------------------------------------------- ----------
(Street Address) (City) (ZIP Code)
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
4. Article III of the Articles of Incorporation is hereby amended to
read as follows:
The total authorized capital stock is:
Common shares 20,000,000 No Par Value
Preferred shares 5,000,000 No Par Value
- ------------------------------------------------------------------------------
48
<PAGE> 25
5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS
CONSENT OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD
OF DIRECTORS OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b)
a. / / The foregoing amendment to the Articles of Incorporation was duly
adopted on the day of , 19 , in accordance with the
provisions of the Act by the unanimous consent of the incorporator(s)
before the first meeting of the board of directors or trustees.
- ---------------------------------- ------------------------------------
(Signature) (Signature)
- ---------------------------------- ------------------------------------
(Type or Print Name) (Type or Print Name)
- ---------------------------------- ------------------------------------
(Signature) (Signature)
- ---------------------------------- ------------------------------------
(Type or Print Name) (Type or Print Name)
b. / / The foregoing amendment to the Articles of Incorporation was duly
adopted on the 21st day of April, 1992. The amendment: (check one of the
following)
/X/ was duly adopted in accordance with Section 611(2) of the
Act by the vote of the shareholders if a profit corporation, or by
the vote of the shareholders or members if a nonprofit corporation,
or by the vote of the directors if a nonprofit corporation organized
on a nonstock directorship basis. The necessary votes were cast in
favor of the amendment.
/ / was duly adopted by the written consent of all the directors
pursuant to Section 525 of the Act and the corporation is a nonprofit
corporation organized on a nonstock directorship basis.
/ / was duly adopted by the written consent of the shareholders or
members having not less than the minimum number of votes required by
statute in accordance with Section 407 (1) and (2) of the Act if a
nonprofit corporation, and Section 407 (1) of the Act if a profit
corporation. Written notice to shareholders or member who have not
consented in writing has been given. (Note: Written consent by less
than all of the shareholders or members is permitted only if such
provision appears in the Articles of Incorporation.)
/ / was duly adopted by the written consent of all the shareholders or
members entitled to vote in accordance with Section 407 (3) of the
Act if a non-profit corporation, and Section 407 (2) of the Act if a
profit corporation.
Signed this 28th day of April, 1992
By Thomas W. Gallagher
----------------------------------------------
(Only signature of: President, Vice-President,
Chairperson and Vice-Chairperson)
Thomas W. Gallagher
Vice President, General Counsel & Secretary
------------------------------------------------
(Type or Print Name) (Type or Print Title)
49
<PAGE> 26
CERTIFICATE OF MERGER "ROYAL BANK GROUP"
C&S 550 (6-92)
MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
- -----------------------------------------------------------------------------
Date Received (FOR BUREAU USE ONLY)
OCT 1 1993 FILED
- ----------------------------------------
Name OCT 01 1993
Thomas W. Gallagher
- ----------------------------------------
Citizens Banking Corporation Administrator
MICHIGAN DEPARTMENT OF COMMERCE
Address One Citizens Banking Center Corporation & Securities Bureau
- ----------------------------------------
City State ZIP Code
Flint, Michigan 48502-2401 EFFECTIVE DATE:
- -----------------------------------------------------------------------------
DOCUMENT WILL BE RETURNED TO NAME AND ADDRESS INDICATED ABOVE
CERTIFICATE OF MERGER/CONSOLIDATION
FOR USE BY DOMESTIC OR FOREIGN CORPORATIONS
(Please read information and instructions on last page)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), and/or Act 162, Public Acts of 1982 (nonprofit corporations),
the undersigned corporations execute the following Certificate:
- ------------------------------------------------------------------------------
1. The Plan of Merger (Consolidation) is as follows:
a. The name of each constituent corporation and its corporation
identification number is:
Citizens Banking Corporation 031-208
------------------------------------------------------------------------
Royal Bank Group, Inc. 353-204
------------------------------------------------------------------------
b. The name of the surviving (new) corporation and its corporation
identification number is:
Citizens Banking Corporation 031-208
------------------------------------------------------------------------
c. For each constituent stock corporation, state:
<TABLE>
<CAPTION>
Designation and
number of outstanding Indicate class or Indicate class or
shares in each class series of shares series entitled
Name of corporation or series entitled to vote to vote as a class
<S> <C> <C> <C>
Citizens Banking 13,102,053 Common Stock Common Stock
Corporation shares of
Common Stock
Royal Bank Group, Inc. 574,871 Common Stock Common Stock
shares of
Common Stock
</TABLE>
If the number of shares is subject to change prior to the effective date of the
merger or consolidation, the manner in which the change may occur is as follows:
- ------------------------------------------------------------------------------
50
<PAGE> 27
d. For each constituent nonstock corporation
(i) If it is organized on a membership basis, state (a) the name of the
corporation, (b) a description of its members, and (c) the number,
classification and voting rights of its members.
(ii) If it is organized on a directorship basis, state (a) the name of the
corporation, (b) a description of the organization of its board, and
(c) the number, classification and voting rights of its directors.
e. The terms and conditions of the proposed merger (consolidation), including
the manner and basis of converting the shares of, or membership or other
interests in, each constituent corporation into shares, bonds, or other
securities of, or membership or other interest in, the surviving
(consolidated) corporation, or into cash or other consideration, are as
follows:
See Articles I and II (attached hereto as an Exhibit A) of the Agreement and
Plan of Merger dated May 18, 1993 (the "Agreement") between Citizens Banking
Corporation ("Citizens") and Royal Bank Group, Inc. ("Royal"). The Conversion
Number referred to in Section 2.1 of the Agreement, as adjusted in accordance
with Sections 2.1(c) and 2.1(e) of the Agreement, is 1.885 of validly issued,
fully paid and nonassessable shares of Common Stock of Citizens. A copy of the
Agreement will be furnished by Citizens on request and without cost to any
shareholder of Royal or Citizens.
f. If a consolidation, the Articles of Incorporation of the consolidated
corporation are attached to this Certificate and are incorporated herein.
If a merger, the amendments to the Articles, or a restatement of the
Articles, of the surviving corporation to be effected by the merger are as
follows:
g. Other provisions with respect to the merger (consolidation) are as follows:
- ------------------------------------------------------------------------------
2. (Complete for any foreign corporation only)
This merger (consolidation) is permitted by the laws of the state of
____________ the jurisdiction under which ________________________________
(name of foreign corporation)
is organized and the plan of merger (consolidation) was adopted and
approved by such corporation pursuant to and in accordance with the laws
of that jurisdiction.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
3. (Complete only if an effective date is desired other than the date of
filing. This date must be no more than 90 days after receipt of this document
in this office).
The merger (consolidation) shall be effective on the ________day of
__________________, 19__.
- ------------------------------------------------------------------------------
51
<PAGE> 28
4. (Complete applicable section for each constituent corporation)
a. (For domestic profit corporations only)
The plan of merger was approved by the unanimous consent of the
incorporators of __________________________________________________,
which has not commenced business, has not issued any shares, and has not
elected a Board of Directors. (Incorporators must sign on this page of
the Certificate.)
b. (For profit corporations involved in a merger only)
The plan of merger was approved by the Board of Directors of Citizens
Banking Corporation, the surviving corporation, without the approval of
the shareholders of that corporation in accordance with Section 701 of
the Act.
c. (For profit corporations only)
The plan of merger was adopted by the Board of Directors of Royal Bank
Group, Inc. and was approved by the shareholders of that corporation in
accordance with Section 703a.
d. (For nonprofit corporations only)
The plan of merger or consolidation was adopted by the Board of
Directors
(i) (Complete if organized upon a stock or membership basis) of
_______________________________________________ and was approved by the
shareholders or members of that corporation in accordance with
Sections 701 and 703(1) and (2), or pursuant to Section 407 by written
consent and written notice, if required.
(ii) (Complete if organized upon a directorship basis)
of _____________________________________________ in accordance with
Section 703(3).
- --------------------------------------------------------------------------------
Sign this area for item 4(a).
Signed this _____________ day of ____________________________, 19______.
______________________________________ _____________________________________
______________________________________ _____________________________________
Sign this area for items 4(b), 4(c), or 4(d).
Signed this 30th day of September, 1993.
CITIZENS BANKING CORPORATION
By Charles R. Weeks
---------------------------------------
(Only signature of: President, Vice-
President, Chairperson or Vice-
Chairperson)
Charles R. Weeks, President
-----------------------------------------
(Type or Print Name and Title)
Signed this 30th day of September, 1993.
ROYAL BANK GROUP, INC.
-----------------------------------------
(Name of Corporation)
By Edward B. LeFevre
--------------------------------------
(Only signature of: President, Vice-
President, Chairperson or Vice-
Chairperson)
Edward B. LeFevre, President
------------------------------------------
(Type or Print Name and Title)
52
<PAGE> 29
EXHIBIT A
ARTICLE I
THE MERGER
1.1 Effective Time of the Merger. Subject to the provisions of
this Agreement, a certificate of merger (the "Certificate of Merger") shall be
duly filed by Citizens and Royal with the Michigan Department of Commerce
pursuant to the Michigan Business Corporation Act (the "MBCA") as soon as
practicable on or after the Closing Date (as defined in Section 1.2). The
Merger shall become effective upon the filing of the Certificate of Merger with
the Michigan Department of Commerce or at such time thereafter as Citizens and
Royal may agree in writing to provide in the Certificate of Merger (the
"Effective Time").
1.2 Closing. Subject to the terms and conditions hereof, the
closing of the Merger (the "Closing") will take place at a time and date to be
specified by the parties, which shall be the first day which is (a) the last
business day of a month and (b) at least two business days after the
satisfaction or waiver (subject to applicable law) of the latest to occur of
the conditions set forth in Sections 6.1 and 6.2(c) hereof (the "Closing
Date"), at the offices of Dykema Gossett, 505 N. Woodward Avenue, Bloomfield
Hills, Michigan, unless another time, date or place is agreed to in writing by
the parties hereto.
1.3 Effects of the Merger. (a) At the Effective Time, (i) the
separate existence of Royal shall cease and Royal shall be merged with and into
Citizens, (ii) the Articles of Incorporation of Citizens, as in effect
immediately prior to the Effective Time, shall be the Articles of Incorporation
of the Surviving Corporation until duly amended in accordance with applicable
law, and (iii) the Bylaws of Citizens, as in effect
53
<PAGE> 30
immediately prior to the Effective Time, shall be the Bylaws of the Surviving
Corporation until amended in accordance with applicable law.
(b) As used in this Agreement, the term "Constituent
Corporations" shall mean Citizens and Royal and the term "Surviving
Corporation" shall mean Citizens.
(c) At and after the Effective Time, the Merger will have the
effects set forth in Section 724(l) of the MBCA.
ARTICLE II
EFFECT OF THE MERGER ON THE CAPITAL STOCK
OF THE CONSTITUENT CORPORATIONS;
EXCHANGE OF CERTIFICATES
2.1 Effect on Capital Stock. (a) Conversion of Royal Common Stock
At the Effective Time, by virtue of the Merger and without any action on the
part of the holder of any shares of Royal Common Stock, subject to Sections
2.1(d) and 2.2(e), each issued and outstanding share of Common Stock of Royal,
par value $10 per share ("Royal Common Stock"), shall be converted into 2.0072
(the "Conversion Number") validly issued, fully paid and nonassessable shares
of Common Stock of Citizens, without par value per share ("Citizens Common
Stock"), subject to adjustment as hereinafter provided in Sections 2.1(c) and
2.1(e), and subject to the right of each Record Holder (as defined in Section
2.2(b) hereof) to elect to receive cash, in lieu of the shares of Citizens
Common Stock to which such Record Holder is entitled, as provided in Section
2.1(d) hereof. All such shares of Royal Common Stock shall no longer be
outstanding and shall automatically be cancelled and retired and shall cease to
exist, and each certificate ("Certificate") previously representing any such
shares shall thereafter represent the right to receive (i) the whole shares of
Citizens Common Stock, (ii) the cash, if any, that the Record Holder of such
shares shall have elected to receive pursuant to Section 2.1(d), and (iii) cash
in lieu of any fractional share into which such Royal Common Stock has been
converted pursuant to this Section 2.1(a). Certificates representing shares of
Royal Common Stock shall be exchanged for certificates representing whole
shares of Citizens Common Stock and cash, if any, as herein provided, upon the
surrender of such Certificates in accordance with Section 2.2, without any
interest thereon. In the event that, subsequent to the date of this Agreement
but prior to the Effective Time, the outstanding shares of Citizens Common
Stock shall have been increased, decreased, changed into or exchanged for a
different number or kind of shares or securities through a reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split, or other similar change in Citizens' capitalization, then an appropriate
and proportionate adjustment shall be made to the Conversion Number.
(b) Citizens Common Stock. Each share of Citizens Common Stock
issued and outstanding at the Effective Time shall continue to be issued and
outstanding.
54
<PAGE> 31
(c) Adjustment of Conversion Number. The Conversion Number shall be
adjusted as follows: The Conversion Number is based on a value of $19.50 per
share of Citizens Common Stock. If the Average Price Per Share (as defined in
Section 2.2(e) hereof) of Citizens Common Stock is greater than $19.50, the
Conversion Number shall be adjusted downward to the number obtained by
multiplying the Conversion Number by a fraction the numerator of which is $19.50
and the denominator is the Average Price Per Share but not more than $21. If
the Average Price Per Share is less than $19.50, the Conversion Number shall be
adjusted upward to the number obtained by multiplying the Conversion Number by a
fraction the numerator of which is $19.50 and the denominator is the Average
Price Per Share but not less than $18.
(d) Right to Elect to Receive Cash. Each Record Holder shall have the
right to receive cash rather than the shares of Citizens Common Stock that such
Record Holder is entitled to receive under Section 2.1(a), provided, however,
that the aggregate amount of cash to be paid to all Record Holders pursuant to
such election shall not exceed $3,400,000 (the "Cash Fund"). If the aggregate
amount of cash payable to Record Holders as shown by their elections would
exceed the Cash Fund, the Cash Fund shall be allocated among such Record Holders
who have elected cash, pro rata on the basis of their holdings of Royal Common
Stock as of the Effective Time and for which such Holders have submitted valid
elections, and certificates shall be issued to each such Holder for the balance
of the shares of Citizens Common Stock to which such Holder is entitled. The
amount of cash to be paid in lieu of shares of Citizens Common Stock shall be
determined on the basis of $19.50 per share of Citizens Common Stock. Any
Record Holder wishing to receive cash in accordance with this Section 2.1(d)
shall deliver to the Exchange Agent, no later than 20 calendar days after the
Effective Time, a duly completed election form as provided by the Exchange
Agent. Record Holders who do not make such an election shall be entitled to
receive only shares of Citizens Common Stock.
(e) Additional Merger Consideration. In addition to the shares of Citizens
Common Stock and cash, if any, into which each issued and outstanding share of
Royal Common Stock is converted pursuant to Sections 2.1(a) and (d), each such
share of Royal Common Stock outstanding as of the Effective Time also shall be
converted into a fraction of a share of Citizens Common Stock determined (i) by
dividing the "Adjusted 1993 Net Income" of Royal, as determined pursuant to
Section 2.1(g) or (h), as the case may be, by the Average Price Per Share and
(ii) dividing the resulting number by the total number of shares of Royal Common
Stock outstanding as of the Effective Time. The resulting fraction shall be
added to the Conversion Number determined under Section 2.1(a) after the
Conversion Number has been adjusted for any adjustment required by Section
2.1(c).
(f) Definition of "Adjusted 1993 Net Income" of Royal. The Adjusted 1993
Net Income of Royal shall mean the excess, if any, of the Total Stockholders'
Equity as shown in the Estimated Financial Statements or Closing Financial
Statements, as the case may be, as hereinafter provided, of Royal as of the
Closing Date over $13,456,000 (which is the Total Stockholders' Equity as shown
in the audited Consolidated Balance Sheet of Royal as of December 31, 1992)
attributable to the consolidated net income of Royal for the period
55
<PAGE> 32
January 1, 1993 to the Closing Date, subject to the following adjustments: (i)
all of Royal's costs incurred in connection with the transactions contemplated
hereby, including, without limitation, legal and accounting costs, costs of
financial advisers, and Royal's share of the costs of Independent Accountants,
if any, under Section 2.1(h), shall be deducted to the extent not deducted by
Royal as an operating expense for the period prior to the Closing Date, and
(ii) the effect of extraordinary items shall be eliminated; such extraordinary
items shall include, without limitation, recognition of gains or losses upon
sale of investment securities (other than the gain of $333,421 realized upon
the sale of U.S. Treasury Notes on January 25, 1993, which gain shall not be
excluded in the determination of the Adjusted 1993 Net Income), adoption of new
accounting principles such as SFAS #106 and #109, gains or losses from disposal
of significant lines of business or business assets, and other extraordinary
items that have a material impact upon Adjusted 1993 Net Income.
(g) Estimated Financial Statements. Approximately 30 days before the
anticipated Closing Date, Royal shall prepare an estimated consolidated
statement of income for the period January 1, 1993 through the Closing Date and
an estimated consolidated balance sheet as of the Closing Date (the "Estimated
Financial Statements"). Such Estimated Financial Statements shall be prepared
in accordance with generally accepted accounting principles on a basis
consistent with Royal's audited consolidated financial statements for 1992.
The Estimated Financial Statements shall not reflect any adjustment requested
by Citizens pursuant to Section 5.7 of this Agreement. Such Estimated
Financial Statements shall take into consideration financial results of Royal
as reported in its Form 1O-Q's and its internally prepared monthly financial
statements. Royal shall submit such Estimated Financial Statements to Citizens
for review. Royal shall meet with Citizens and its accountants at the request
of Citizens and shall provide all information requested by Citizens with
respect to the Estimated Financial Statements. If Citizens and Royal each is
willing to accept the Estimated Financial Statements for purposes of
determining the additional Merger consideration described in Section 2.1(e),
each of them shall sign a certificate to which a copy of the Estimated
Financial Statements is attached acknowledging acceptance of the Estimated
Financial Statements as so prepared and setting forth the amount of Adjusted
1993 Net Income of Royal, the fraction, if any, to be added to the Conversion
Number, the determination of such fraction, and the Conversion Number as
adjusted for such fraction. Such Estimated Financial Statements shall be
binding on Citizens and Royal, and shall not be subject to renegotiation or
challenge thereafter except for manifest error or a breach by Royal of any of
its representations, warranties, covenants or agreements hereunder, which error
or breach becomes known prior to the Effective Time.
(h) Reviewed Financial Statements. If Citizens and Royal cannot agree
on the Estimated Financial Statements as set forth in Section 2.1(g), then
Royal shall prepare a consolidated statement of income for the period January
1, 1993 through the Closing Date and a consolidated balance sheet as of the
Closing Date (the "Closing Financial Statements"), as promptly as possible
following the Closing. Such Closing Financial Statements shall be prepared in
accordance with the requirements of Sections 2.1(f) and 2.1(g) and shall be
reviewed by McEndarffer, Hoke & Bernhard, Royal's independent public
accountants ("Royal's Accountants"). Royal's Accountants shall cooperate
56
<PAGE> 33
fully with Ernst & Young, Citizens' independent public accountants ("Citizens'
Accountants") while the review is in progress to facilitate the timely review
of the Closing Financial Statements by Citizens' Accountants. Citizens,
Citizens' Accountants, Royal, and Royal's Accountants each shall have the right
to review, at such party's expense, any of Citizens' Accountants' and Royal's
Accountants' working papers relating to the preparation or review, as the case
may be, of the Closing Financial Statements.
Within 15 days after the reviewed Closing Financial Statements are
delivered to Citizens by Royal, Citizens shall advise Royal in writing that it
either (i) accepts the Closing Financial Statements or (ii) does not accept
them. If Citizens accepts the Closing Financial Statements, Citizens and Royal
shall then prepare and execute a certificate as described in Section 2.1(g). If
Citizens does not accept the Closing Financial Statements, Citizens shall set
forth in reasonable detail the basis for its refusal to accept the Closing
Financial Statements. Citizens and Royal shall use their best efforts to
resolve the disagreement within 30 days. If Citizens and Royal fail to resolve
their disagreement within such 30-day period, then within seven days following
the expiration of such 30-day period a "Big Six" accounting firm (other than
Ernst & Young) shall be designated in writing by Royal, or if Royal shall fail
to designate such accounting firm in writing within such seven-day period,
Citizens shall be entitled to make such designation. Alternatively, Citizens
and Royal may agree upon any other accounting firm within the initial seven-day
period (the "Independent Accountants"). The Independent Accountants shall make
the final determination with respect to such disagreement regarding the Closing
Financial Statements and shall determine the amount of the additional Merger
consideration under Section 2.1(e). The fees and expenses of such firm in
making such determination shall be borne 50% by Citizens and 50% by Royal. The
decision of the Independent Accountants shall be addressed to each of Citizens
and Royal and shall be final and binding upon Citizens and Royal. Promptly
after the additional Merger consideration has been determined, Citizens shall
cause the Exchange Agent (as defined in Section 2.2(a)) to notify the Record
Holders of the amount of the additional Merger consideration and to pay such
consideration to those Record Holders who have complied with the exchange
procedures of Section 2.2. Record Holders who have elected to receive payment
in cash pursuant to Section 2.1(d) shall be paid the additional Merger
consideration to which they are entitled in cash, regardless of whether the
Cash Fund contains any or sufficient cash to make such payments.
2.2 Exchange of Certificates. (a) Exchange Agent. As of the
Effective Time, Citizens shall deposit with Citizens Commercial & Savings Bank
("Citizens Bank"), a wholly-owned Subsidiary (as hereafter defined) of Citizens
(the "Exchange Agent"), for the benefit of the holders of shares of Royal Common
Stock, for exchange in accordance with this Article II, certificates
representing the shares of Citizens Common Stock, cash in lieu of such shares,
and the cash in lieu of fractional shares (such cash and certificates for shares
of Citizens Common Stock, together with any dividends or distributions with
respect thereto, being hereinafter referred to as the "Exchange Fund") to be
issued and paid,pursuant to this Article II in exchange for outstanding shares
of Royal Common Stock. If the additional Merger consideration provided by
Section 2.1(e) has not been determined as of the
57
<PAGE> 34
Effective Time, then as soon as such additional Merger consideration is
determined, Citizens shall deposit with the Exchange Agent certificates for the
shares of Citizens Common Stock into which shares of Royal Common Stock are
converted pursuant to Section 2.1(e) and cash to be paid in lieu of such
shares.
(b) Exchange Procedures. Promptly after the Effective Time, Citizens shall
cause the Exchange Agent to mail to each holder of record of a Certificate or
Certificates ("Record Holder") (i) a letter of transmittal which shall specify
that delivery shall be effected, and risk of loss and title to the Certificates
shall pass, only upon delivery of the Certificates to the Exchange Agent and
shall be in such form as Citizens and Royal may reasonably specify and (ii)
instructions for use in effecting the surrender of the Certificates in exchange
for certificates representing shares of Citizens Common Stock, electing to
receive cash, if any, in accordance with Section 2.1(d), and cash in lieu of
fractional shares. Upon surrender of a Certificate for cancellation to the
Exchange Agent together with such letter of transmittal, duly executed, the
holder of such Certificate shall be entitled to receive in exchange therefor a
certificate representing the number of whole shares of Citizens Common Stock, if
any, and/or cash, if any, to which such Holder is entitled under Section 2.1,
and unpaid dividends and distributions, if any, which such holder has the right
to receive in respect of the Certificate surrendered pursuant to the provisions
of this Article II, and the Certificate so surrendered shall forthwith be
cancelled. No interest will be paid or accrued on any cash payable to the
Record Holder, nor on unpaid dividends and distributions, if any, payable to
holders of Certificates. In the event of a transfer of ownership of Royal
Common Stock which is not registered in the transfer records of Royal, the
shares of Citizens Common Stock and cash to which the Record Holder of such
Royal Common Stock is entitled may be issued and paid to such a transferee if
the Certificate representing such Royal Common Stock is presented to the
Exchange Agent, accompanied by all documents required to evidence and effect
such transfer and to evidence that any applicable stock transfer taxes have been
paid.
(c) Distributions with Respect to Unexchanged Shares; Voting. Whenever a
dividend or other distribution is declared by Citizens on the Citizens Common
Stock, the record date for which is at or after the Effective Time, the
declaration shall include dividends or other distributions on all shares
issuable pursuant to this Agreement, provided that no dividends or other
distributions declared or made with respect to the Citizens Common Stock shall
be paid to the holder of any unsurrendered Certificate with respect to the
shares of Citizens Common Stock represented thereby until the holder of such
Certificate shall surrender such Certificate in accordance with this Article II.
Subject to the effect of applicable laws, following surrender of any such
Certificate, there shall be paid to the holder of the Certificates representing
whole shares of Citizens Common Stock issued in exchange therefor, without
interest, (i) at the time of such surrender, the amount of dividends or other
distributions with a record date after the Effective Time theretofore payable
with respect to such whole shares of Citizens Common Stock and not paid, and
(ii) at the appropriate payment date, the amount of dividends or other
distributions with a record date after the Effective Time
58
<PAGE> 35
but prior to surrender and a payment date subsequent to surrender payable with
respect to such whole shares of Citizens Common Stock. Holders of
unsurrendered Certificates shall be entitled to vote after the Effective Time
at any meeting of Citizens stockholders the number of whole shares of Citizens
Common Stock represented by such Certificates, regardless of whether such
holders have exchanged their Certificates.
(d) Transfers. After the Effective Time, there shall be no transfers on
the stock transfer books of Royal of the shares of Royal Common Stock which
were outstanding immediately prior to the Effective Time. If after the
Effective Time, Certificates are presented to the Surviving Corporation, they
shall be cancelled and exchanged for the shares of Citizens Common Stock, if
any, and/or cash, if any, deliverable in respect thereof pursuant to this
Agreement in accordance with the procedures set forth in this Article II.
Certificates surrendered for exchange by any person constituting an "affiliate"
of Royal for purposes of Rule 145(c) under the Securities Act of 1933, as
amended (the "Securities Act"), shall not be exchanged until Citizens has
received a written agreement from such person as provided in Section 6.2(j).
(e) Fractional Shares. No fractional shares of Citizens Common Stock
shall be issued pursuant hereto. In lieu of the issuance of any fractional
share of Citizens Common Stock pursuant to Section 2.1(a) or 2.1(h), cash
adjustments will be paid to holders in respect of any fractional share of
Citizens Common Stock that would otherwise be issuable, and the amount of such
cash adjustment shall be equal to such fractional proportion of the "Average
Price Per Share" of a share of Citizens Common Stock. The "Average Price Per
Share" of a share of Citizens Common Stock shall be the average of the high and
low prices thereof as reported on the National Market System of NASDAQ (as
reported by The Wall Street Journal or, if not reported thereby, another
authoritative source) over the ten business days on which the stock is traded
immediately preceding the day of the Effective Time.
The Average Price shall be adjusted as follows for any dividend, stock
split or distribution on Citizens Common Stock for which the "ex-dividend" or
"ex-distribution" date occurs during the ten trading days immediately preceding
the Effective Time: (i) if the record date for such dividend, stock split or
distribution occurs prior to the Effective Time, the NASDAQ average prices of
Citizens Common Stock on the days in such 10-day period prior to the
"ex-dividend" or "ex-distribution" date shall, for purposes of determining the
Average Price Per Share, be reduced by the amount or value of the dividend or
cash distribution, or appropriately adjusted for the effect of any stock split
or other distribution; and (ii) if the record date for such dividend, stock
split or distribution occurs on or after the Effective Time, the price of
Citizens Common Stock on the "ex-dividend" or "ex-distribution" date, and on
subsequent days in such 10-day period, shall, for purposes of determining the
Average Price Per Share, be increased by the amount or value of the dividend or
cash distribution, or appropriately adjusted for the effect of any stock split
or other distribution.
(f) Termination of Exchange Fund. Any portion of the Exchange Fund
(including the proceeds of any investments thereof and any Citizens Common
59
<PAGE> 36
Stock) that remains unclaimed by the shareholders of Royal for six months after
the Effective Time shall be paid to Citizens. Any shareholders of Royal who
have not theretofore complied with this Article II shall thereafter look only to
Citizens for payment of their shares of Citizens Common Stock, cash in lieu of
fractional shares and unpaid dividends and distributions on the Citizens Common
Stock deliverable in respect of each share of Royal Common Stock such
shareholder holds as determined pursuant to this Agreement, in each case,
without any interest thereon. Notwithstanding the foregoing, none of Citizens,
the Exchange Agent or any other person shall be liable to any former holder of
shares of Royal Common Stock for any amount properly delivered to a public
official pursuant to applicable abandoned property, escheat or similar laws.
(g) No Liability. In the event any Certificate shall have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming such Certificate to be lost, stolen or destroyed and, if required by
Citizens, the posting by such person of a bond in such amount as Citizens may
direct as indemnity against any claim that may be made against it with respect
to such Certificate, the Exchange Agent will issue in exchange for such lost,
stolen or destroyed Certificate the shares of Citizens Common Stock, if any,
and/or cash, if any, deliverable in respect thereof pursuant to this Agreement.
60
<PAGE> 37
INCREASE IN AUTHORIZED STOCK
C&S 515 (Rev. 8/93)
MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
- -----------------------------------------------------------------------------
Date Received Adjusted per Tom Gallagher. (FOR BUREAU USE ONLY)
MAY 12 1995 FILED
- ---------------------------------------- MAY 15, 1995
Name Thomas W. Gallagher, Senior Vice President,
General Counsel & Secretary Administrator
- ---------------------------------------- MICHIGAN DEPARTMENT OF COMMERCE
Address One Citizens Banking Center CORPORATION AND SECURITIES BUREAU
328 S. Saginaw St.
- ----------------------------------------
City Flint, State MI Zip Code 48502-9985 EFFECTIVE DATE:
- -----------------------------------------------------------------------------
DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC CORPORATIONS
(Please read information and instructions on the last page)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations),
the undersigned corporation executes the following Certificate:
- ------------------------------------------------------------------------------
1. The present name of the corporation is: CITIZENS BANKING CORPORATION
2. The identification number assigned by the Bureau is:
031-208
3. The location of the registered office is:
One Citizens Banking Center, Flint, Michigan 48502-9985
----------------------------------------------- ----------
(Street Address) (City) (ZIP Code)
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
4. Article III of the Articles of Incorporation is hereby amended to
read as follows:
The total authorized capital stock is:
1. Common shares: 40,000,000 shares, no par value
2. Preferred shares: 5,000,000 shares, no par value
- ------------------------------------------------------------------------------
61
<PAGE> 38
5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS
CONSENT OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD
OF DIRECTORS OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b). DO NOT COMPLETE
BOTH.
a. / / The foregoing amendment to the Articles of Incorporation was duly
adopted on the day of , 19 , in accordance with the
provisions of the Act by the unanimous consent of the incorporator(s)
before the first meeting of the Board of Directors or Trustees.
Signed this ________ day of ________, 19__.
- ---------------------------------- ------------------------------------
(Signature) (Signature)
- ---------------------------------- ------------------------------------
(Type or Print Name) (Type or Print Name)
- ---------------------------------- ------------------------------------
(Signature) (Signature)
- ---------------------------------- ------------------------------------
(Type or Print Name) (Type or Print Name)
b. /x/ The foregoing amendment to the Articles of Incorporation was duly
adopted on the 18th day of April, 1995. The amendment: (check one of the
following)
/X/ was duly adopted in accordance with Section 611(2) of the
Act by the vote of the shareholders if a profit corporation, or by
the vote of the shareholders or members if a nonprofit corporation,
or by the vote of the directors if a nonprofit corporation organized
on a nonstock directorship basis. The necessary votes were cast in
favor of the amendment.
/ / was duly adopted by the written consent of all directors
pursuant to Section 525 of the Act and the corporation is a nonprofit
corporation organized on a nonstock directorship basis.
/ / was duly adopted by the written consent of the shareholders or
members having not less than the minimum number of votes required by
statute in accordance with Section 407(1) and (2) of the Act if a
nonprofit corporation, or Section 407(1) of the Act if a profit
corporation. Written notice to shareholders who have not
consented in writing has been given. (Note: Written consent by less
than all of the shareholders or members is permitted only if such
provision appears in the Articles of Incorporation.)
/ / was duly adopted by the written consent of all the shareholders or
members entitled to vote in accordance with Section 407(3) of the
Act if a non profit corporation, or Section 407(2) of the Act if a
profit corporation.
Signed this 10th day of May, 1995
By Thomas W. Gallagher
----------------------------------------------
(Only Signature of President, Vice-President,
Chairperson, or Vice-Chairperson)
Thomas W. Gallagher
Senior Vice President, General
Counsel & Secretary
------------------------------------------------
(Type or Print Name) (Type or Print Name)
62
<PAGE> 39
C&S 515
Name of person or organization remitting fees:
CITIZENS BANKING CORPORATION
One Citizens Banking Center
328 S. Saginaw St.
Flint, MI 48502-9985
Preparer's name and business telephone number:
Thomas W. Gallagher
Senior Vice President, General Counsel & Secretary
(810) 766-7788
INFORMATION AND INSTRUCTIONS
1. The amendment cannot be filed until this form, or a comparable document, is
submitted.
2. Submit one original of this document. Upon filing, the document will be
added to the records of the Corporation and Securities Bureau. The original
will be returned to the address appearing in the box on the front as
evidence of filing.
Since this document will be maintained on optical disk media, it is
important that the filing be legible. Documents with poor black and white
contrast, or otherwise illegible, will be rejected.
3. This document is to be used pursuant to the provisions of section 631 of the
Act for the purpose of amending the articles of incorporation of a domestic
profit Corporation or nonprofit corporation. Do not use this form for
restated articles. A nonprofit corporation is one incorporated to carry out
any lawful purpose or purposes not involving pecuniary profit or gain for
its directors, officers, shareholders, or members. A nonprofit corporation
formed on a nonstock directorship basis, as authorized by Section 302 of the
Act, may or may not have members, but if it has members, the members are not
entitled to vote.
4. Item 2 -- Enter the identification number previously assigned by the Bureau.
If this number is unknown, leave it blank.
5. Item 4 -- The article being amended must be set forth in its entirety.
However, if the article being amended is divided into separately
identifiable sections, only the sections being amended need be included.
6. This document is effective on the date endorsed "filed" by the Bureau. A
later effective date, no more than 90 days after the date of delivery, may
be stated as a additional article.
7. If the amendment is adopted before the first meeting of the board of
directors, item 5(a) must be completed and signed in ink by a majority of
the incorporators if more than one listed in Article V of the Articles of
Incorporation if a profit corporation, and all the incorporators if a
nonprofit corporation. If the amendment is otherwise adopted, Item 5(b)
must be completed and signed in ink by the president, vice-president,
chairperson or vice-chairperson of the corporation.
8. FEES: Make remittance payable to the State of Michigan.
Include corporation name and identification number on check or money
order.
<TABLE>
<CAPTION>
<S> <C>
NONREFUNDABLE FEE............................................................$10.00
TOTAL MINIMUM FEE............................................................$10.00
ADDITIONAL FEES DUE FOR INCREASED AUTHORIZED SHARES OF PROFIT
CORPORATIONS ARE:
each additional 20,000 authorized shares or portion thereof ......$30.00
maximum fee for first 10,000,000 authorized shares.............$5,000.00
each additional 20,000 authorized shares or portion thereof in
excess of 10,000,000 shares.....................................$30.00
maximum fee per filing for authorized shares in excess of
10,000,000 shares..........................................$200,000.00
</TABLE>
9. Mail form and fee to: The office is located at:
Michigan Department of Commerce 6546 Mercantile Way
Corporation and Securities Bureau Lansing, MI 48910
Corporation Division Telephone: (517) 334-6302
P.O. Box 30054
Lansing, MI 48909-7554
63
<PAGE> 40
<TABLE>
C&S 515 (Rev. 8/93)
INCREASE IN AUTHORIZED STOCK
<S><C> MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
Date Received (FOR BUREAU USE-ONLY)
JUN 03 1998 FILED
JUN 16 1998
Administrator
MI DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
CORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU
EFFECTIVE DATE:
Name
Thomas W. Gallagher, Senior Vice President,
General Counsel & Secretary
- --------------------------------------------------------
Address
328 S. Saginaw St.
- --------------------------------------------------------
City State Zip Code
Flint MI 48502-9985
- --------------------------------------------------------
DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
(Please read information and instructions on the last page)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:
1. The present name of the corporation is: CITIZENS BANKING CORPORATION
2. The identification number assigned by the Bureau is: 031-208
-------
3. The location of the registered office is:
328 S. Saginaw St. Flint, Michigan 48502-9985
---------------------------------------------------- ------------
(Street Address) (City) (ZIP Code)
4. Article III - of the Articles of Incorporation is hereby amended to read as follows:
---
The total authorized capital stock is:
1. Common Shares: 100,000,000 shares no par value
2. Preferred Shares: 5,000,000 shares no par value
</TABLE>
64
<PAGE> 41
<TABLE>
<S><C>
5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT
OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS
OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b). DO NOT COMPLETE BOTH.
a. [ ] The foregoing amendment to the Articles of Incorporation was duly adopted on the
--------
day of , 19 , in accordance with the provisions of the Act by
-------------------- ----
the unanimous consent of the incorporator(s) before the first meeting of the Board
of Directors or Trustees.
Signed this day of ,19 .
-------------- -------------------- -------
------------------------------------- -----------------------------------
(Signature) (Signature)
------------------------------------- -----------------------------------
(Type or Print Name) (Type or Print Name)
------------------------------------- -----------------------------------
(Signature) (Signature)
------------------------------------- -----------------------------------
(Type or Print Name) (Type or Print Name)
b. [X] The foregoing amendment to the Articles of Incorporation was duly adopted on the
21st day of April , 1998. The amendment: (check one of the following)
------- --------- --
[X] was duly adopted in accordance with Section 611(3) of the
Act by the vote of the shareholders if a profit
corporation, or by the vote of the shareholders or members
if a nonprofit corporation, or by the vote of the
directors if a nonprofit corporation organized on a
nonstock directorship basis. The necessary votes were cast
in favor of the amendment.
[ ] was duly adopted by the written consent of all directors
pursuant to Section 525 of the Act and the corporation is
a nonprofit corporation organized on a nonstock
directorship basis.
[ ] was duly adopted by the written consent of the
shareholders or members having not less than the minimum
number of votes required by statute in accordance with
Section 407(1) and (2) of the Act if a nonprofit
corporation, or Section 407(1) of the Act if a profit
corporation. Written notice to shareholders who have not
consented in writing has been given. (Note: Written
consent by less than all of the shareholders or members
is permitted only if such provision appears in the
Articles of Incorporation.)
[ ] was duly adopted by the written consent of all the
shareholders or members entitled to vote in accordance
with section 407(3) of the Act if a nonprofit
corporation, or Section 407(2) of the Act if a profit
corporation.
Signed this 29th day of May , 1998
----- ------- --
By /s/ Thomas W. Gallagher
-------------------------
(Only Signature of President, Vice-President, Chairperson, or Vice-Chairperson)
Thomas W. Gallagher
Senior Vice President, General Counsel & Secretary
--------------------------------------------------
Type or Print Name) (Type or Print Title)
</TABLE>
65
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 150,447
<INT-BEARING-DEPOSITS> 353
<FED-FUNDS-SOLD> 17,811
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 647,059
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 3,537,668
<ALLOWANCE> 45,325
<TOTAL-ASSETS> 4,498,737
<DEPOSITS> 3,753,663
<SHORT-TERM> 133,368
<LIABILITIES-OTHER> 52,041
<LONG-TERM> 130,821
0
0
<COMMON> 97,942
<OTHER-SE> 330,902
<TOTAL-LIABILITIES-AND-EQUITY> 4,498,737
<INTEREST-LOAN> 72,460
<INTEREST-INVEST> 9,620
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 82,080
<INTEREST-DEPOSIT> 30,182
<INTEREST-EXPENSE> 33,061
<INTEREST-INCOME-NET> 49,019
<LOAN-LOSSES> 3,600
<SECURITIES-GAINS> 75
<EXPENSE-OTHER> 40,833
<INCOME-PRETAX> 20,790
<INCOME-PRE-EXTRAORDINARY> 14,423
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,423
<EPS-PRIMARY> 0.52
<EPS-DILUTED> 0.51
<YIELD-ACTUAL> 4.83
<LOANS-NON> 17,691
<LOANS-PAST> 838
<LOANS-TROUBLED> 114
<LOANS-PROBLEM> 18,148
<ALLOWANCE-OPEN> 46,449
<CHARGE-OFFS> 5,752
<RECOVERIES> 1,028
<ALLOWANCE-CLOSE> 45,325
<ALLOWANCE-DOMESTIC> 33,372
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 11,953
</TABLE>
