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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED]
For the fiscal year end December 31, 1999
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file Number 0-10535
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A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
CITIZENS BANKING CORPORATION
AMENDED AND RESTATED SECTION
401(k) PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
CITIZENS BANKING CORPORATION
One Citizens Banking Center
328 South Saginaw Street
Flint, Michigan 48502
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Citizens Banking Corporation
Index to Form 11-K
<TABLE>
<S> <C>
FINANCIAL INFORMATION
Financial Statements and Supplemental Schedule for Citizens Banking
Corporation's Amended And Restated Section 401(k) Plan .............................................. 3
SIGNATURES ................................................................................................15
EXHIBIT INDEX .............................................................................................16
</TABLE>
2
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FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
Citizens Banking Corporation Amended
And Restated Section 401(k) Plan
Years ended December 31, 1999 and 1998
with Report of Independent Auditors
3
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Citizens Banking Corporation Amended
and Restated Section 401(k) Plan
Financial Statements
and Supplemental Schedule
December 31, 1999 and 1998
CONTENTS
<TABLE>
<S> <C>
Report of Independent Auditors.............................................................................1
Financial Statements
Statements of Assets Available for Benefits................................................................2
Statements of Changes in Assets Available for Benefits.....................................................3
Notes to Financial Statements..............................................................................4
Supplemental Schedule
Schedule H Line 4i - Schedule of Assets Held for Investment Purposes at End of Year........................9
</TABLE>
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Report of Independent Auditors
Administrative Committee
Citizens Banking Corporation Amended
and Restated Section 401(k) Plan
We have audited the accompanying statements of assets available for benefits of
the Citizens Banking Corporation Amended and Restated Section 401(k) Plan as of
December 31, 1999 and 1998, and for the related statements of changes in net
assets for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1999 and 1998, and the changes in its net assets available for
benefits for the years then ended, in conformity with accounting principles
generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental Schedule of Assets
Held for Investment Purposes at End of Year as of December 31, 1999, is
presented for the purpose of additional analysis and is not a required part of
the basic financial statements but is supplementary information required by the
Department for Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. This supplemental schedule
is the responsibility of the Plan's management. The supplemental schedule has
been subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
June 22, 2000
1
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Citizens Banking Corporation Amended
and Restated Section 401(k) Plan
Statements of Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
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<S> <C> <C>
ASSETS
Investments at fair value:
Common stock:
Citizens Banking Corporation $ 34,896,569 $ 55,201,635
Mutual funds 66,437,991 53,903,259
Money market account 3,412,105 3,225,152
Loans to participants 3,247,095 3,017,614
-----------------------------------------------
Total investments 107,993,760 115,347,660
Receivables:
Accrued income - 874,858
Contributions - Employer 90,334 79,048
Contributions - Employee 244,625 145,670
Other - 38,498
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108,328,719 116,485,734
Cash - 3,539
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Assets available for benefits $ 108,328,719 $116,489,273
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</TABLE>
See accompanying notes.
2
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Citizens Banking Corporation Amended
and Restated Section 401(k) Plan
Statements of Changes in Assets Available for Benefits
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1999 1998
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<S> <C> <C>
ADDITIONS
Investment income:
Dividends:
Citizens Banking Corporation $ 1,413,602 $ 1,388,823
Other 3,987,570 3,629,954
Interest income 157,481 533,435
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Total investments income 5,558,653 5,552,212
Contributions:
Employer 2,321,836 2,179,845
Employee 6,540,806 4,950,002
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8,862,642 7,129,847
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14,421,295 12,682,059
DEDUCTIONS
Benefit payments to participants (15,594,673) (26,912,638)
Management fees (18,662) (8,969)
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(15,613,335) (26,921,607)
Net realized and unrealized appreciation
(depreciation) in fair value of investments (6,968,514) 2,241,527
----------------------------------------
Net decrease (8,160,554) (11,998,021)
Assets available for benefits at beginning of year 116,489,273 128,487,294
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Assets available for benefits at end of year $108,328,719 $ 116,489,273
========================================
</TABLE>
See accompanying notes.
3
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Citizens Banking Corporation Amended
and Restated Section 401(k) Plan
Notes to Financial Statements
December 31, 1999 and 1998
1. DESCRIPTION OF THE PLAN
The following description provides only general information. Participants should
refer to the Plan agreement for a more complete description of the Plan's
provisions.
The Citizens Banking Corporation Amended and Restated Section 401(k) Plan (the
"Plan") is a defined contribution plan which includes a 401(k) salary deferral
feature. The Plan covers substantially all employees of Citizens Banking
Corporation (the "Corporation") and its banking subsidiaries including salaried
employees and hourly employees with over 1,000 hours of credited service. The
Plan is subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA).
Participants may contribute on a before-tax basis up to 15% of their annual
compensation (not to exceed $10,000 in 1999 and 1998) and on an after-tax basis
up to 10% of their compensation.
The Corporation will match the participant's pre-tax contribution up to 6% of
the participants compensation (includes regular base salary or wages,
commissions, overtime, shift premiums, incentive pay and referral pay). The
Corporation will match 100% on the first 3% of pre-tax salary deferral and 50%
on the next 3% of pre-tax salary deferral, for a total of a 75% match on a 6%
pre-tax salary deferral. In addition, a retiree medical savings account was
established for each participant. One third of the employer matching
contribution is automatically directed into this account. Employees may not
borrow against any monies residing in this account.
Participants are immediately vested in their contributions and the Corporation's
matching contributions plus actual earnings thereon.
All administrative costs of the plan are paid by the Corporation.
4
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Citizens Banking Corporation Amended
and Restated Section 401(k) Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
Although it has not expressed any intent to do so, the Corporation has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA.
2. SIGNIFICANT ACCOUNTING POLICIES
VALUATION OF INVESTMENTS
Investments are stated at aggregate fair value. Securities traded on a national
securities exchange are valued at the last reported sales price on the last
business day of the year; investments traded in the over-the-counter market and
listed securities for which no sale was reported on that date are valued at the
average of the last reported bid and ask prices.
The participants loans are valued at their outstanding balances, which
approximate fair value.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
RECLASSIFICATION
Certain amounts in the 1998 financial statements have been reclassified to
conform to the 1999 presentation.
5
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Citizens Banking Corporation Amended
and Restated Section 401(k) Plan
Notes to Financial Statements (continued)
3. INVESTMENTS
During the years ended December 31, 1999 and 1998, the Plan's investments
(including investments purchased, sold as well as held during the year)
appreciated (depreciated) in fair value as determined by quoted market prices as
follows:
<TABLE>
<CAPTION>
NET REALIZED AND UNREALIZED
APPRECIATION (DEPRECIATION)
IN FAIR VALUE
YEAR ENDED DECEMBER 31
1999 1998
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Common stock:
Citizens Banking Corporation $(20,106,500) $(1,375,580)
Mutual funds 13,167,152 3,626,478
U.S. Government Securities - (9,371)
Money market account - -
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$ (6,939,348) $ 2,241,527
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</TABLE>
Investments that represent 5% or more of fair value of the Plan's assets are as
follows:
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
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<S> <C> <C>
Equity Funds - $27,892,247
Citizens Banking Corporation Stock $34,896,569 54,977,401
Balanced Funds - 22,105,645
Invesco Small Co. Growth 5,633,057 -
Invesco Balanced 20,780,751 -
Golden Oak Value 7,189,798 -
Golden Oak Growth 9,491,722 -
Golden Oak Intermediate 5,931,834 -
Janus Overseas 11,560,616 22,105,645
</TABLE>
6
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Citizens Banking Corporation Amended
and Restated Section 401(k) Plan
Notes to Financial Statements (continued)
3. INVESTMENT (CONTINUED)
The Plan invests certain fund assets in the Golden Oak series of mutual funds.
Citizens Bank, a subsidiary of Citizens Banking Corporation, serves as the
investment advisor to these funds. The mutual fund portfolios were established
pursuant to the provisions of the Investment Company Act of 1940. Investments
within these portfolios were made in accordance with the applicable Department
of Labor rules and regulations concerning the investment of qualified plan
assets into mutual funds wherein the investment advisor to the portfolio is a
party-in-interest with respect to the plan.
The following is a summary of transactions (at cost) with parties-in-interest:
<TABLE>
<CAPTION>
CITIZENS
BANKING GOLDEN OAK GOLDEN OAK GOLDEN OAK GOLDEN OAK
CORP. PRIME VALUE DIVERSIFIED GOLDEN OAK SMALL
COMMON STOCK OBLIGATION PORTFOLIO GROWTH FUND INTERMEDIATE CAPITAL
CLASS A FUND INCOME FUND FUND
------------- ------------- ------------- ------------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT
JANUARY 1, 1998 $17,697,892 $4,082,556 $ 2,030,000 $1,844,264 $15,714,911 $ -
PURCHASES IN 1998 6,357,662 26,564,548 890,259 611,658 2,917,385
SALES IN 1998 2,196,684 27,425,596 887,718 966,399 4,479,367
----------- ---------- ----------- ---------- -----------
BALANCE AT
DECEMBER 31, 1998 21,858,870 3,221,508 2,032,541 1,489,523 14,152,929
TRANSFER TO INVESCO (21,858,870) (3,221,508) (2,032,541) (1,489,523) (14,152,929)
PURCHASES IN 1999 29,535,042 4,182,819 8,011,534 9,116,312 6,872,630 3,967,651
SALES IN 1999 1,564,069 770,714 748,888 628,514 851,882 (489,730)
----------- ---------- ----------- ---------- ----------- ----------
BALANCE AT
DECEMBER 31, 1999 $27,970,973 $3,412,105 $ 7,262,646 $8,487,798 $ 6,020,748 $3,447,921
=========== ========== =========== ========== =========== ==========
</TABLE>
4. INCOME TAX STATUS
The Plan has applied for but has not received a determination letter from the
Internal Revenue Service stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the "Code"). However, the Plan Administrator
believes that the Plan is qualified and, therefore, the related trust is exempt
from taxation.
5. BENEFITS PAYABLE
Assets available for plan benefits include amounts allocated for approved
distributions. Such balances amounted to $0 and $1,922,682 at December 31, 1999
and 1998, respectively. Such amounts are shown as a liability on the Plan's Form
5500.
7
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SUPPLEMENTAL SCHEDULE
8
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Citizens Banking Corporation Amended
and Restated Section 401(k) Plan
Employer ID #38-2378932
Plan #002
Schedule H Line 4i - Schedule of Assets Held for Investment Purposes at
End of Year
December 31, 1999
<TABLE>
<CAPTION>
DESCRIPTION OF
INVESTMENT INCLUDING
MATURITY DATE, RATE
IDENTITY OF ISSUE, BORROWER, OF INTEREST, COLLATERAL, CURRENT
LESSOR OR SIMILAR PARTY PAR OR MATURITY VALUE COST VALUE
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<S> <C> <C> <C>
Common stocks:
*Citizens Banking Corporation 1,559,275 shares $ 27,970,973 $ 34,896,569
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Total common stock 27,970,973 34,896,569
Mutual Funds:
*Golden Oak Diversified Growth Funds 507,307 units 8,487,798 9,491,722
*Golden Oak Intermediate Income Fund 629,706 units 6,020,748 5,931,834
*Golden Oak Value Portfolio Fund 735,906 units 7,262,646 7,189,798
*Goldens Oak Small Capital Fund 348,185 units 3,477,921 3,551,485
Invesco Blue chip Growth Fund 47,371 units 363,214 384,181
Invesco Select Income Fund 42,531 units 260,081 258,161
Invesco Small Company Growth 302,527 units 4,227,011 5,633,057
Invesco Balanced 1,167,458 units 19,765,357 20,780,751
SSGA S&P 500 Index 64,880 units 1,557,081 1,656,386
Janus Overseas 310,769 units 7,181,632 11,560,616
------------------------------
Total Mutual Funds 58,603,489 66,437,991
</TABLE>
9
<PAGE> 14
Citizens Banking Corporation Amended
and Restated Section 401(k) Plan
Employer ID #38-2378932
Plan #002
Schedule H Line 4i - Schedule of Assets Held for Investment Purposes at
End of Year (continued)
<TABLE>
<CAPTION>
DESCRIPTION OF INVESTMENT INCLUDING
IDENTITY OF ISSUE, BORROWER, MATURITY DATE, RATE OF INTEREST, CURRENT
LESSOR OR SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE COST VALUE
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Money Market Accounts:
*Golden Oak Prime
Obligation Class A $3,412,105 principal amount $ 3,412,105 $ 3,412,105
-------------------------------
Total Money Market Accounts 3,412,105 3,412,105
Participant loans Interest rate range: 7.0% - 10.0%; 3,247,095 3,247,095
-------------------------------
Total investments with various maturity dates. $ 93,233,662 $ 107,993,760
===============================
*Party-in-interest.
</TABLE>
10
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date June 26, 2000 /s/Gary P. Drainville
------------------------- -----------------------------------
Gary P. Drainville
Chairman, Pension/401(k) Administration
Committee
/s/Kurt A. Schulze
-----------------------------------
Kurt A. Schulze
Secretary, Pension/401(k) Administration
Committee
15
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Citizens Banking Corporation
EXHIBIT INDEX
(FILED AS PART OF THIS REPORT ON FORM 11-K)
<TABLE>
<CAPTION>
Exhibit Form 11-K
No. Exhibit Page No.
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<S> <C> <C>
23 Consent of Independent Accountant 17
</TABLE>
16
