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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Citizens Banking Corporation
(Exact name of registrant as specified in its charter)
Michigan 38-2378932
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
328 S. Saginaw, Flint, Michigan 48502
(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
securities and is effective upon securities pursuant to Section 12(g) of the
filing pursuant to General Exchange Act and is effective
Instruction A.(c), please check pursuant to General Instruction A.(d),
the following box. please check the following box.
/ / / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On May 23, 2000, the Board of Directors of Citizens Banking
Corporation declared a dividend of one Right for each outstanding share of
Citizens common stock. The distribution was payable on July 21, 2000 to Citizens
shareholders of record at the close of business on June 12, 2000. Each Right
entitles the registered holder to purchase from Citizens one one-thousandth of a
share of Series B Preferred Stock at an exercise price of $65, subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement, dated as of May 23, 2000, between Citizens and Citizens Bank, as
Rights Agent.
Initially, the Rights will be attached to all common shares, the
Rights will be evidenced by the common stock certificates instead of separate
Right certificates and may be transferred only with the common stock. Common
stock certificates issued after June 12, 2000 will bear a legend incorporating
the Rights Agreement by reference and the surrender for transfer of any common
stock certificate will also constitute the transfer of the Rights associated
with the common stock represented by such certificate.
The Rights will separate from the common stock and will become
exercisable at the close of business on the earlier of (i) the tenth business
day following the first public announcement that a person or group have
acquired, or obtained the right to acquire, beneficial ownership of 15% or more
of the outstanding shares of the common stock and (ii) the tenth business day
(or a later date if determined by the Board of Directors) following the
commencement of, or the announcement of an intention to commence, a tender or
exchange offer by any person (other than Citizens) if, upon consummation, such
person would be the beneficial owner of 15% or more of the outstanding shares of
the common stock. The date on which the Rights become exercisable and separately
tradeable is called the "Distribution Date". However, even if a Distribution
Date has occurred, the Rights are not exercisable until Citizens' right to
redeem the Rights has expired. The holder of a Right, as such, will have no
rights as a shareholder of Citizens, such as the right to vote or to receive
dividends, until the Right is exercised.
As soon as practicable following the Distribution Date, Right
certificates will be mailed to Right holders and, thereafter, such separate
Right Certificates alone will evidence the Rights. Citizens generally will issue
one Right with each new share of common stock issued before the Distribution
Date.
Subject to the Board's right to exchange shares of common stock
for Rights described below, if any person or group (other than those exempted in
the Rights Agreement) becomes a beneficial owner of 15% or more of the
outstanding shares of the common stock, then each holder of a Right, other than
Rights that were or are beneficially owned by such beneficial owner, shall
thereafter have the right to receive upon exercise that number of shares of
common stock having a market value of two times the exercise price of the Right.
If an insufficient number of shares of common stock is authorized, then Citizens
will be required to take action to authorize additional shares or to substitute
cash, property or other securities for the common stock. All Rights that were or
are beneficially owned by a beneficial owner of 15% or more of the outstanding
shares of the common stock (and Rights owned by its affiliates, associates or
transferees) will become null and void.
Following the first public announcement that any person or group
has become a beneficial owner of 15% or more of the outstanding shares of the
common stock, if (i) Citizens is acquired in a merger or other business
combination transaction in which it is not the surviving corporation or in
connection with which all or a part of the common stock is changed into or
exchanged for stock or other securities of any other person or cash or any other
property, (ii) 50% or more of Citizens' assets or earning power are sold or
(iii) Citizens enters into a plan of share exchange pursuant to which Citizens
becomes a subsidiary of such other person, then each holder of a Right, other
than Rights that were or are beneficially owned by the beneficial owner of 15%
or more of the outstanding shares of the common stock (which will have become
null and void), shall thereafter have the right to receive upon exercise that
number of shares of common stock of the acquiring company (or, in some cases,
its parent) which at the time of such transaction would have a market value of
two times the exercise price of the Right.
The exercise price and the number of one one-thousandths of a
share of Preferred Stock or other securities or property issuable upon exercise
of the Rights are subject to adjustment from time to time to prevent dilution
(i) in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Stock; (ii) upon the grant to holders of the
Preferred Stock of certain rights or warrants to subscribe for shares of the
Preferred Stock or convertible securities at less than the current market value
of the Preferred Stock; or (iii) upon the distribution to holders of the
Preferred Stock of evidences of indebtedness or assets (excluding regular
periodic cash dividends out of earnings or retained earnings) or of subscription
rights or warrants (other than those referred to above). With certain
exceptions, no adjustment in the exercise price will be required until
cumulative adjustments require an adjustment of at least 1% in the exercise
price. An adjustment in cash will be made in lieu of the issuance of fractional
shares based upon the current market value of one share of Preferred Stock on
the date of exercise.
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At any time after any person or group becomes a beneficial owner
of 15% or more of the outstanding shares of the common stock but prior to the
time such beneficial owner has acquired 50% or more of the outstanding common
stock, the Board may require holders of Rights to exchange all or part of their
Rights for shares of common stock at an initial ratio of one share of common
stock per Right, subject to adjustment. As soon as the Board has determined to
make such exchange, the Rights may no longer be exercised.
At any time prior to the close of business on the earlier of (i)
the date of the first public announcement that a person or group has become a
beneficial owner of 15% or more of the outstanding shares of the common stock,
or (ii) May 23, 2010, the Board of Directors may redeem the Rights at a price of
$.001 per Right (subject to adjustment and payable in cash, securities or other
consideration deemed appropriate by the Board). As soon as the Board of
Directors takes action to redeem the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the redemption price. The Rights will expire on May 23, 2010 unless redeemed or
called for exchange by Citizens before that date.
The provisions of the Rights Agreement may be amended by the Board
of Directors in order to cure any ambiguity, correct any defect or inconsistency
and make any other changes deemed to be necessary or desirable, provided that
after any person or group has become a beneficial owner of 15% or more of the
outstanding shares of the common stock, the Rights Agreement may not be amended
in any way which adversely affects the interests of the holders of the Rights.
A copy of the Rights Agreement is being filed as an exhibit to
this Registration Statement. This summary description of the Rights does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, which is incorporated herein by reference.
The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company without conditioning its offer on a substantial number of Rights being
acquired.
ITEM 2. EXHIBITS
EXHIBIT NO. DESCRIPTION
1 Form of certificate representing Rights (included as Exhibit B
to the form of Rights Agreement filed herewith as Exhibit 2).
Pursuant to the Rights Agreement, Rights Certificates will not
be mailed until after the earliest to occur of (i) the tenth
business day following a public announcement that a person or
group of affiliated or associated persons have become an
Acquiring Person, (ii) the tenth business day (or such later
date as the Board of Directors may fix) following the
commencement or announcement of an intention to commence a
tender offer or exchange offer by any person (other than the
Company) if, upon consummation, such person would be an
Acquiring Person.
2 Rights Agreement, dated as of May 23, 2000, between Citizens
Banking Corporation and Citizens Bank, as Rights Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
CITIZENS BANKING CORPORATION
/s/ Thomas W. Gallagher
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Dated: June 8, 2000 By: Thomas W. Gallagher
Senior Vice President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
1 Form of certificate representing Rights (included as Exhibit B to
the form of Rights Agreement filed herewith as Exhibit 2).
2 Rights Agreement, dated as of May 23, 2000, between Citizens
Banking Corporation and Citizens Bank, as Rights Agent.
