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As filed with the Securities and Exchange Commission on December 22, 1999
REGISTRATION NO. 333-86569
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-4 ON FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CITIZENS BANKING CORPORATION
(exact name of issuer as specified in its articles)
MICHIGAN 38-2378932
(State or other jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
328 S. Saginaw Street, Flint, Michigan 48502 (810) 766-7500
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
F&M BANCORPORATION, INC. 1993 INCENTIVE STOCK OPTION PLAN
F&M BANCORPORATION, INC. 1993 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full Titles of the Plans)
Thomas W. Gallagher, Esq.
Citizens Banking Corporation
328 S. Saginaw Street, Flint, Michigan 48502
(810) 766-7500
(Name, address, including zip code, and telephone
number, including area code, of Agent for service
of process)
Copy to:
Gerald T. Lievois
Dykema Gossett PLLC
1577 N. Woodward Avenue, Suite 300
Bloomfield Hills, Michigan 48304
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 on Form S-8 amends the Registration
Statement No. 333-86569 which was previously filed on Form S-4 in connection
with the merger of Citizens Acquisition, Inc., a Wisconsin corporation and
wholly-owned subsidiary of Citizens Banking Corporation, a Michigan corporation,
with and into F&M Bancorporation, Inc., a Wisconsin corporation. The original
Registration Statement on Form S-4, as amended by this Post-Effective Amendment
No. 1, is referred to as the "Registration Statement." In connection with the
filing of the original Registration Statement, 21,133,306 shares of the common
stock of Citizens were registered with the SEC and the applicable fee was paid.
The number of shares so registered pursuant to the original Registration
Statement were those shares which are expected to be distributed to the holders
of the common stock of F&M and those shares which are necessary to be
distributed, or reserved for issuance, to F&M employees and directors in
connection with certain employee benefit plans of F&M in effect at the time of
the merger, as listed on the cover of this Post-Effective Amendment No. 1.
Pursuant to the terms of the merger, all outstanding F&M employee and director
stock options exercisable for F&M common stock under the stock plans of F&M are
to be converted into stock options exercisable for Citizens common stock after
the effective time of the merger based on a formula which was described in the
original Registration Statement and will be described in the offering materials
sent to holders of F&M stock options.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously filed by Citizens Banking
Corporation (the "Registrant") with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are
incorporated by reference in this Registration Statement:
(a) The Registrant's latest Annual Report filed on Form 10-K for the
year ended December 31, 1998;
(b) Quarterly reports filed on Form 10-Q for the quarters ended March
31, 1999, June 30, 1999 and September 30, 1999;
(c) Current reports on Form 8-K dated April 18, August 31, and November
1, 1999;
(d) Current report on Form 8-K/A dated April 18, 1999;
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(e) The description of the Registrant's common stock contained in the
Registrant's Registration Statement on Form 8-A filed on June 30,
1982; and
(f) The description of the Preferred Stock Purchase Rights contained in
the Registration Statement on Form 8-A dated July 20, 1990.
The following documents previously filed by F&M Bancorporation, Inc.
with the Securities and Exchange Commission pursuant to the Exchange Act are
incorporated by reference in this Registration Statement:
(a) F&M's latest Annual Report filed on Form 10-K for the year ended
December 31, 1998;
(b) Quarterly reports filed on Form 10-Q for the quarters ended March
31, 1999 and June 30, 1999;
(c) Current report on Form 8-K dated April 18, 1999; and
(d) The description of F&M's common stock contained in the Registration
Statement filed under Section 12 of the Exchange Act, and any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to Sections
13, 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all of the shares
of common stock offered have been sold or which deregisters all such shares then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities offered has been passed upon for the
Registrant by Dykema Gossett PLLC.
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Item 6. Indemnification of Directors and Officers.
Sections 561 through 571 of the Michigan Business Corporation Act (the
"MBCA") set forth the conditions and limitations governing the indemnification
of officers, directors and other persons by Michigan corporations.
The bylaws of Citizens require Citizens to indemnify directors and
officers to the extent permitted by Michigan law.
Citizens has entered into an agreement with each of its directors under
which Citizens agrees to indemnify the director against certain liabilities and
expenses incurred by the director by reason of serving as a director of Citizens
or in certain other capacities at the request of Citizens. In general, under the
agreements, Citizens agrees to indemnify the director to the extent permitted by
Michigan law subject to the following: (a) Citizens agrees to reimburse the
director for expenses incurred prior to the final disposition of the matter or
proceeding, subject to certain limitations; (b) the director may file a suit
against Citizens if Citizens refuses to indemnify the director, and the court is
authorized to determine whether the director is entitled to be indemnified
whether or not a determination in such respect has or has not been made by the
Board of Directors, independent legal counsel, or the stockholders of Citizens;
and (c) in the event of a "Change in Control of Citizens" as defined in the
agreements, the director may require Citizens to establish a trust for the
director and at his or her request fund the trust in an amount sufficient to
satisfy any expenses that may properly be subject to indemnification under the
agreement anticipated at the time of the request.
The MBCA permits a corporation to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee, or agent of
the corporation against liabilities arising out of such person's positions with
the corporation, whether or not the corporation would have the power to
indemnify such person against liability under Michigan law.
Citizens carries a directors and officers liability insurance policy
which insures directors and officers of Citizens against certain liability by
reason of certain acts or omissions in connection with their duties for Citizens
and which insures Citizens against certain amounts for which it is legally
obligated to pay or for which it has agreed or is required to indemnify the
directors or officers. During each policy year, the aggregate limit of liability
under the policy is $20,000,000, and the insurer is generally obligated to pay
for any loss experienced by a director or officer and for any loss in excess of
$250,000 experienced by Citizens. The insurance policy is in effect until
October 1, 2001.
Item 7. Exemption from Registration Claimed.
Not Applicable.
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Item 8. Exhibits.
A list of the exhibits included as part of this Post-Effective
Amendment No. 1 is set forth in the Exhibit Index which immediately precedes
such exhibits and is hereby incorporated by reference herein.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3)of the Securities Act of
1933.
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
this Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this Registration
Statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than 20 percent
change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this Registration Statement.
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(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's Annual Report on Form
10-K pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by
reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
provisions described in Item 6, or otherwise, the Registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful
defense of any action, suit, or proceeding) is asserted by
such director, officer or controlling person in connection
with the securities being registered, the registrant will,
unless in the opinion of counsel the matter has been settled
by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by
it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 on Form S-8 to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Flint, State of Michigan, on December
22, 1999.
CITIZENS BANKING CORPORATION
By: /s/ Robert J. Vitito
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Robert J. Vitito
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the true and lawful attorney-in-fact
for the following persons in the capacities indicated on December 22, 1999.
Signature Title
/s/ Robert J. Vitito* Chairman, President, Chief Executive Officer
- ------------------------------- and Director (Principal Executive Officer)
Robert J. Vitito
/s/ John W. Ennest* Vice Chairman, Chief Financial Officer,
- ------------------------------- Treasurer and Director (Principal Financial
John W. Ennest Officer)
/s/ Daniel E. Bekemeier* Senior Vice President and Controller of
- ------------------------------- Citizens Bank (Principal Accounting Officer)
Daniel E. Bekemeier
/s/ Edward P. Abbott* Director
- -------------------------------
Edward P. Abbott
/s/ Hugo E. Braun, Jr.* Director
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Hugo E. Braun, Jr.
/s/ Jonathan E. Burroughs, II* Director
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Jonathan E. Burroughs, II
/s/ Joseph P. Day* Director
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Joseph P. Day
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/s/ Lawrence O. Erickson* Director
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Lawrence O. Erickson
/s/ Victor E. George* Director
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Victor E. George
/s/ William J. Hank* Director
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William J. Hank
/s/ Stephen J. Lazaroff* Director
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Stephen J. Lazaroff
/s/ William F. Nelson, Jr.* Director
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William F. Nelson, Jr.
/s/ William C. Shedd* Director
- ------------------------------
William C. Shedd
/s/ James E. Truesdell, Jr.* Director
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James E. Truesdell, Jr.
/s/ Kendall B. Williams* Director
- ------------------------------
Kendall B. Williams
/s/ Ada C. Washington* Director
- ------------------------------
Ada C. Washington
/s/ Charles R. Weeks* Director
- ------------------------------
Charles R. Weeks
/s/ James L. Wolohan* Director
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James L. Wolohan
*By /s/ Thomas W. Gallagher
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Thomas W. Gallagher
Attorney-in-fact
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EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
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2 Agreement and Plan of Merger, dated as of April 18, 1999, as Amended
and Restated as of July 30, 1999, by and among Citizens Banking
Corporation, Citizens Acquisition, Inc. and F&M Bancorporation, Inc.,
incorporated by reference to Exhibit A to the Joint Proxy
Statement-Prospectus included in the original Registration
Statement).
3.1 Restated Articles of Incorporation, as amended (incorporated by
reference from Exhibit 3(a) of the Registrant's Annual Report on Form
10-K for the year ended December 31, 1995).
3.2 Amended and Restated Bylaws (incorporated by reference from Exhibit
3(b) of the Registrant's 1997 Third Quarter Report on Form 10-Q).
4.1 Restated Articles of Incorporation, as amended, including
Certificates of Designations Establishing and Designating the Series
and Fixing and Determining the Relative Rights and Preferences of the
Series A Preferred Stock (incorporated by reference from Exhibit 3(a)
of the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995).
4.2 Rights Agreement dated as of July 20, 1990 between the Registrant and
Citizens Bank, as Rights Agent (incorporated by reference to Exhibit
1 of the Registrant's Registration Statement on Form 8-A, Commission
File No. 0-10535).
5 Opinion of Dykema Gossett PLLC as to legality of securities being
issued.*
23.1 Consent of Ernst & Young LLP.*
23.2 Consent of Wipfli Ulrich Bertelson LLP.*
23.3 Consent of Arthur Andersen LLP.*
23.6 Consent of Dykema Gossett PLLC (included in Exhibit 5).*
24 Powers of Attorney (included on page II-5 of the original
Registration Statement).
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*Previously filed.
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