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UNDER
THE SECURITIES ACT OF 1933
Citizens Republic Bancorp, Inc. Citizens Funding Trust II Citizens Funding Trust III Citizens Funding Trust IV | Michigan Delaware Delaware Delaware | 38-2378932 26-6118791 applied for applied for | ||
(Exact name of Registrant as specified in its charter) | (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Flint, Michigan 48502
(810) 766-7500
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
General Counsel and Secretary
Citizens Republic Bancorp, Inc.
328 S. Saginaw Street
Flint, Michigan 48502
Telephone: (810) 766-7500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Mark A. Metz, Esq.
Dykema
400 Renaissance Center
Detroit, Michigan 48243-1668
(313) 568-6800
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller Reporting company o |
CALCULATION OF REGISTRATION FEE | ||||||||||||||
Proposed Maximum | Proposed Maximum | Amount of | ||||||||||||
Title of Each Class of | Amount to be | Offering | Aggregate | Registration | ||||||||||
Securities to be Registered | Registered(1) | Price per Unit(1) | Offering Price(1) | Fee(1) | ||||||||||
Senior Debt Securities | ||||||||||||||
Senior Subordinated Debt Securities | ||||||||||||||
Junior Subordinated Debt Securities | ||||||||||||||
Preferred Stock, without par value | ||||||||||||||
Depositary Shares (2) | ||||||||||||||
Common Stock, without par value | ||||||||||||||
Warrants | ||||||||||||||
Stock Purchase Contracts | ||||||||||||||
Units | ||||||||||||||
Preferred Securities of Citizens Funding Trust II | ||||||||||||||
Preferred Securities of Citizens Funding Trust III | ||||||||||||||
Preferred Securities of Citizens Funding Trust IV | ||||||||||||||
Citizens Republic Bancorp, Inc. Guarantee of Preferred Securities of Citizens Funding Trust II, Citizens Funding Trust III and Citizens Funding Trust IV(3) | ||||||||||||||
Total | $700,000,000 | $39,060 | ||||||||||||
(1) | Citizens is hereby registering an indeterminate amount and number of each applicable identified class of the identified securities up to a proposed maximum aggregate offering price of $700,000,000, which may be offered from time to time at indeterminate prices, including securities that may be purchased by underwriters. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. Citizens has estimated that the proposed maximum aggregate offering price solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. Securities registered hereunder may be sold separately, together or as units with other securities registered hereunder. Citizens is hereby registering an indeterminate amount and number of each identified class of the identified securities as may be issued upon conversion, exchange, exercise or settlement of any other securities that provide for such conversion, exchange, exercise or settlement. | |
(2) | Each depositary share will be issued under a deposit agreement and will be evidenced by a depositary receipt. In the event Citizens elects to offer to the public fractional interests in shares of the preferred stock registered hereunder, depositary receipts will be distributed to those persons purchasing such fractional interests and shares of preferred stock will be issued to the depositary under the deposit agreement. No separate consideration will be received for the depositary shares. | |
(3) | Citizens Republic Bancorp, Inc. is also registering the guarantees and other obligations that it may have with respect to preferred securities to be issued by any of Citizens Funding Trust II, Citizens Funding Trust III and Citizens Funding Trust IV and with respect to similar securities that may be issued by similar entities formed in the future. No separate consideration will be received for any guarantee. |
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• | a prospectus to be used in connection with offerings of debt securities, warrants, purchase contracts, units, preferred stock, depositary shares and common stock of Citizens; and | ||
• | a prospectus to be used in connection with offerings of: |
• | the capital securities of Citizens Funding Trust II, Citizens Funding Trust III and Citizens Funding Trust IV; | ||
• | the junior subordinated debentures of Citizens; and | ||
• | the guarantees of Citizens of the capital securities, |
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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Warrants
Purchase Contracts
Units
Preferred Stock
Depositary Shares
Common Stock
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EX-3.1 | ||||||||
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EX-4.2 | ||||||||
EX-4.3 | ||||||||
EX-4.4 | ||||||||
EX-4.10 | ||||||||
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EX-4.14 | ||||||||
EX-5.1 | ||||||||
EX-5.2 | ||||||||
EX-12 | ||||||||
EX-23.1 | ||||||||
EX-24.1 | ||||||||
EX-24.2 | ||||||||
EX-24.3 | ||||||||
EX-24.4 | ||||||||
EX-24.5 | ||||||||
EX-24.6 | ||||||||
EX-24.7 | ||||||||
EX-24.8 | ||||||||
EX-24.9 | ||||||||
EX-24.10 | ||||||||
EX-24.11 | ||||||||
EX-24.12 | ||||||||
EX-24.13 | ||||||||
EX-24.14 |
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• | debt securities; | ||
• | warrants; | ||
• | purchase contracts; | ||
• | units, comprised of two or more securities, in any combination; | ||
• | preferred stock, either directly or represented by depositary shares; and | ||
• | common stock. |
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• | Annual Report on Form 10-K for the year ended December 31, 2008; | ||
• | Quarterly Report on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009; | ||
• | Current Reports on Form 8-K filed on January 9, 2009; January 23, 2009; January 27, 2009; February 2, 2009; February 6, 2009; February 9, 2009; May 5, 2009; May 20, 2009; June 1, 2009, June 25, 2009, July 30, 2009, July 31, 2009, August 19, 2009, August 20, 2009, August 27, 2009 September 9, 2009, September 10, 2009, September 16, 2009, September 18, 2009, September 25, 2009, September 25, 2009, September 28, 2009 and September 30, 2009; and | ||
• | The description of our common stock set forth in the registration statement on Form 8-A filed on July 7, 1982, including any amendment or report filed with the SEC for the purpose of updating this description. |
328 South Saginaw Street
Flint, Michigan 48502
Attention: Investor Relations
Telephone: (810) 257-2506
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AND EARNINGS TO COMBINED FIXED CHARGES
Six Months | ||||||||||||||||||||||||
Ended | ||||||||||||||||||||||||
June 30, | Year Ended December 31, | |||||||||||||||||||||||
2009 | 2008 | 2007 | 2006 | 2005 | 2004 | |||||||||||||||||||
Income (loss) from continuing operations, before income tax | (407,444 | ) | (322,082 | ) | 132,147 | 82,655 | 112,106 | 81,269 | ||||||||||||||||
Fixed charges: | ||||||||||||||||||||||||
Interest on short-term borrowings | 148 | 8,029 | 34,316 | 16,017 | 25,929 | 9,574 | ||||||||||||||||||
Interest on long-term debt | 49,698 | 123,067 | 134,222 | 46,083 | 36,417 | 33,618 | ||||||||||||||||||
Estimated interest component of net rental expense | 926 | 1,992 | 2,258 | 1,120 | 1,196 | 1,040 | ||||||||||||||||||
Preferred stock dividend requirements | 9,652 | 9,617 | — | — | — | — | ||||||||||||||||||
Combined fixed charges and preferred stock dividends, excluding interest on deposits | 60,424 | 142,705 | 170,796 | 63,220 | 63,542 | 44,232 | ||||||||||||||||||
Interest on deposits | 89,428 | 220,883 | 257,194 | 147,132 | 85,154 | 63,389 | ||||||||||||||||||
Combined fixed charges and preferred stock dividends, including interest on deposits | 149,852 | 363,588 | 427,990 | 210,352 | 148,696 | 107,621 | ||||||||||||||||||
Ratio of earnings to combined fixed charges and preferred stock dividend requirements: | ||||||||||||||||||||||||
Excluding interest on deposits (a) | — | (b) | — | 1.77 | 2.31 | 2.76 | 2.84 | |||||||||||||||||
Including interest on deposits (a) | — | 0.11 | 1.31 | 1.39 | 1.75 | 1.76 |
(a) | For the six months ended June 30, 2009, earnings were insufficient to cover fixed charges including or excluding interest on deposits by $407.4 million. | |
(b) | For the year ended December 31, 2008, earnings were insufficient to cover fixed charges by $322.1 million. |
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• | The trustee can enforce the rights of holders against us if we default on our obligations under the terms of the indenture or the debt securities. There are some limitations on the extent to which the trustee acts on behalf of holders, described below under “— Events of Default — Remedies If an Event of Default Occurs.” | ||
• | The trustee performs administrative duties for us, such as sending interest payments and notices to holders, and transferring a holder’s debt securities to a new buyer if a holder sells. |
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• | the title of the series of debt securities; | ||
• | whether it is a series of senior debt securities or a series of subordinated debt securities; | ||
• | any limit on the aggregate principal amount of the series of debt securities; | ||
• | the date or dates on which the series of debt securities will mature; | ||
• | the person to whom interest on a debt security is payable, if other than the holder on the regular record date; | ||
• | the rate or rates, which may be fixed or variable per annum, at which the series of debt securities will bear interest, if any, and the date or dates from which that interest, if any, will accrue; | ||
• | the place or places where the principal of, premium, if any, and interest on the debt securities is payable; | ||
• | the dates on which interest, if any, on the series of debt securities will be payable and the regular record dates for the interest payment dates; |
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• | the date, if any, after which and the price or prices at which the series of debt securities may, in accordance with any optional or mandatory redemption provisions, be redeemed and the other detailed terms and provisions of those optional or mandatory redemption provisions, if any; | ||
• | any mandatory or optional sinking funds or similar provisions or provisions for redemption at the option of the issuer; | ||
• | if the debt securities may be converted into or exercised or exchanged for our common stock or preferred stock or other of our securities or the debt or equity securities of third parties, the terms on which conversion, exercise or exchange may occur, including whether conversion, exercise or exchange is mandatory, at the option of the holder or at our option, the period during which conversion, exercise or exchange may occur, the initial conversion, exercise or exchange price or rate and the circumstances or manner in which the amount of common stock or preferred stock or other securities or the debt or equity securities of third parties issuable upon conversion, exercise or exchange may be adjusted; | ||
• | if other than denominations of $1,000 and any of its integral multiples, the denominations in which the series of debt securities will be issuable; | ||
• | the currency of payment of principal, premium, if any, and interest on the series of debt securities; | ||
• | if the currency of payment for principal, premium, if any, and interest on the series of debt securities is subject to our election or that of a holder, the currency or currencies in which payment can be made and the period within which, and the terms and conditions upon which, the election can be made; | ||
• | the name of the trustee; | ||
• | any index used to determine the amount of payment of principal or premium, if any, and interest on the series of debt securities; | ||
• | the applicability of the provisions described under “— Defeasance” below; | ||
• | any event of default under the series of debt securities if different from those described under “— Events of Default” below; | ||
• | if the debt securities will be issued in bearer form, any special provisions relating to bearer securities that are not addressed in this prospectus; | ||
• | if the series of debt securities will be issuable only in the form of a global security, the depositary or its nominee with respect to the series of debt securities and the circumstances under which the global security may be registered for transfer or exchange in the name of a person other than the depositary or the nominee; and | ||
• | any other special feature of the series of debt securities. |
• | Additional Mechanicsrelevant to the debt securities under normal circumstances, such as how holders transfer ownership and where we make payments; |
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• | Holders’ rights in severalSpecial Situations, such as if we merge with another company or if we want to change a term of the debt securities; | ||
• | Subordination Provisionsin the senior subordinated debt indenture and the junior subordinated debt indenture that may prohibit us from making payment on those securities; | ||
• | Our right to release ourselves from all or some of our obligations under the debt securities and the indenture by a process calledDefeasance; and | ||
• | Holders’ rights if weDefaultor experience other financial difficulties. |
• | only in fully registered form; | ||
• | without interest coupons; and | ||
• | in denominations that are even multiples of $1,000. (Section 3.02). |
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• | modify the terms of payment of principal, premium or interest; | ||
• | reduce the stated percentage of holders of debt securities necessary to modify or amend the indenture or waive our compliance with certain provisions of the indenture and certain defaults thereunder; or | ||
• | modify the subordination provisions of the senior subordinated debt indenture or the junior subordinated debt indenture in a manner adverse to such holders. |
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• | a default in the payment of any principal, or premium, if any, or interest on any senior indebtedness, occurs and is continuing or any other amount owing in respect of any senior indebtedness is not paid when due; or | ||
• | any other default occurs with respect to any senior indebtedness and the maturity of such senior indebtedness is accelerated in accordance with its terms, |
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• | we will be deemed to have paid and discharged the entire indebtedness on the debt securities of that series, and | ||
• | our obligations under the indenture with respect to the debt securities of that series will cease to be in effect. |
• | default in the payment of the principal of, or premium, if any, on any debt security of such series at its maturity; | ||
• | default in making a sinking fund payment, if any, on any debt security of such series when due and payable; | ||
• | default for 30 days in the payment of any installment of interest on any debt security of such series; | ||
• | default for 90 days after written notice in the observance or performance of any other covenant in the indenture; |
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• | certain events of bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee for us or our property; or | ||
• | any other event of default provided in or pursuant to the applicable resolution of our Board of Directors or supplemental indenture under which such series of debt securities is issued. (Section 7.01). |
• | a default in payment of the principal of or premium, if any, or interest, if any, on any debt security of such series; | ||
• | a default in the payment of any sinking fund installment or analogous obligation with respect to the debt securities of such series; and | ||
• | a default in respect of a covenant or provision of the indenture that cannot be amended or modified without the consent of the holder of each outstanding debt security affected. (Section 7.13). |
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• | the title of the warrants; | ||
• | the total number of warrants; | ||
• | the price or prices at which the warrants will be issued; | ||
• | if applicable, the currency or currencies that investors may use to pay for the warrants; | ||
• | the securities or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing, to be delivered to warrantholders upon exercise of the warrants; | ||
• | if applicable, the price at which and the currency or currencies, including composite currencies, in which investors may purchase the underlying securities or other rights purchasable upon exercise of the warrants; | ||
• | the date on which the right to exercise the warrants will commence and the date on which the right will expire; | ||
• | whether the warrants will be issued in registered form or bearer form; | ||
• | information with respect to book-entry procedures, if any; | ||
• | if applicable, the minimum or maximum amount of warrants which may be exercised at any one time; |
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• | if applicable, the designation and terms of the underlying securities with which the warrants are issued and the number of warrants issued with each underlying security; | ||
• | if applicable, the date on and after which the warrants and the related underlying securities will be separately transferable; | ||
• | if applicable, a discussion of material United States federal income tax considerations; | ||
• | the identity of the warrant agent, if any; | ||
• | the procedures and conditions relating to the exercise of the warrants, including the exercise price or prices and provisions for changes to and adjustments in the exercise price or prices; and | ||
• | any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants. |
• | shares of our common stock or preferred stock or our debt securities, or debt or equity securities of third parties, a basket of such securities, an index or indices of such securities or any combination of the above as specified in the applicable prospectus supplement; | ||
• | currencies; or | ||
• | commodities. |
• | whether the purchase contracts obligate the holder to purchase or sell, or both purchase and sell, securities, currencies or commodities, as applicable, and the nature and amount of each of those securities, currencies or commodities, or the method of determining those amounts; | ||
• | whether the purchase contracts are to be prepaid or not and whether holders thereof are required to secure their obligations in a specified manner; | ||
• | whether we may satisfy our obligations, if any, with respect to any purchase contract by delivering the cash value of such purchase contract or the cash value of the property otherwise deliverable or, in the case of purchase contracts on underlying currencies, by delivering the underlying currencies; | ||
• | the methods by which the holders may purchase or sell such securities, currencies or commodities; |
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• | whether the purchase contract requires us to make periodic payments to the holders thereof or vice versa, which payments may be deferred to the extent set forth in the applicable prospectus supplement, and whether those payments may be unsecured or prefunded on some basis; | ||
• | any acceleration, cancellation, termination or other provisions relating to the settlement of the purchase contracts; and | ||
• | whether the purchase contracts will be issued in fully registered or global form. |
• | the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; | ||
• | any provisions for the issuance, payment, settlement, transfer or exchange of the units, any unit agreement governing the units or of the securities comprising the units; and | ||
• | whether the units will be issued in fully registered or global form. |
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• | dividend rights; | ||
• | conversion or exchange rights; | ||
• | voting rights; | ||
• | redemption rights and terms; | ||
• | liquidation preferences; | ||
• | sinking fund provisions; | ||
• | the serial designation of the series; and | ||
• | the number of shares constituting the series. |
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• | Preferred Shareholders’ Rightsrelative to common shareholders, such as the right of preferred shareholders to receive dividends and amounts on our liquidation, dissolution or winding-up before any such amounts may be paid to our common shareholders; | ||
• | Our ability to issue fractional or multiple shares of preferred stock in the form of depositary shares; and | ||
• | Various provisions of theDeposit Agreement, including how distributions are made, how holders vote their depositary shares and how we may amend the Deposit Agreement. |
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• | Citizens; | ||
• | a bank or other financial institutional selected by us and named in the applicable prospectus supplement, as preferred stock depositary; and | ||
• | the holders from time to time of depositary receipts issued under that deposit agreement. |
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• | dividends when, as and if declared by our board of directors out of funds legally available for the payment of dividends (as a bank holding company, Citizens’ ability to pay distributions will be affected by the ability of its banking subsidiaries to pay dividends under applicable laws, rules and regulations; the ability of these banking subsidiaries, as well as Citizens, to pay dividends in the future currently is, and could be further, influenced by bank regulatory requirements and capital guidelines); and | |
• | in the event of dissolution of Citizens, to share ratably in all assets remaining after payment of liabilities and satisfaction of the liquidation amounts, if any, of then outstanding shares of preferred stock, as provided in our amended and restated articles of incorporation. |
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• | how it handles securities payments and notices; | ||
• | whether it imposes fees or charges; | ||
• | whether and how you can instruct it to exercise any rights or purchase or sell warrant property under a warrant or purchase contract property under a purchase contract or to exchange or convert a security for or into other property; | ||
• | how it would handle a request for the holders’ consent, if ever required; | ||
• | how it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests; and | ||
• | if the securities are in book-entry form, how the depositary’s rules and procedures will affect these matters. |
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• | The Depository Trust Company, New York, New York, which is known as “DTC;” | ||
• | Euroclear System, which is known as “Euroclear;” | ||
• | Clearstream Banking, societe anonyme, Luxembourg, which is known as “Clearstream;” and | ||
• | any other clearing system or financial institution named in the applicable prospectus supplement. |
• | An investor cannot cause the securities to be registered in his or her own name, and cannot obtain non-global certificates for his or her interest in the securities, except in the special situations we describe below; |
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• | An investor will be an indirect holder and must look to his or her own bank, broker or other financial institution for payments on the securities and protection of his or her legal rights relating to the securities, as we describe above under “— Special Considerations for Indirect Owners;” | ||
• | An investor may not be able to sell interests in the securities to some insurance companies and other institutions that are required by law to own their securities in non-book-entry form; | ||
• | An investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective; | ||
• | The depositary’s policies will govern payments, deliveries, transfers, exchanges, notices and other matters relating to an investor’s interest in a global security, and those policies may change from time to time. We, the trustee and any warrant agents and unit agents will have no responsibility for any aspect of the depositary’s policies, actions or records of ownership interests in a global security. We, the trustee and any warrant agents and unit agents also do not supervise the depositary in any way; | ||
• | The depositary may require that those who purchase and sell interests in a global security within its book-entry system use immediately available funds and your bank, broker or other financial institution may require you to do so as well; and | ||
• | Financial institutions that participate in the depositary’s book-entry system and through which an investor holds its interest in the global securities, directly or indirectly, may also have their own policies affecting payments, deliveries, transfers, exchanges, notices and other matters relating to the securities, and those policies may change from time to time. For example, if you hold an interest in a global security through Euroclear or Clearstream, when DTC is the depositary, Euroclear or Clearstream, as applicable, may require those who purchase and sell interests in that security through them to use immediately available funds and comply with other policies and procedures, including deadlines for giving instructions as to transactions that are to be effected on a particular day. There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the policies or actions or records of ownership interests of any of those intermediaries. |
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• | if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security and we do not appoint another institution to act as depositary within 60 days; | ||
• | if we notify the trustee, warrant agent or unit agent, as applicable, that we wish to terminate that global security; or | ||
• | in the case of a global security representing debt securities or warrants issued under an indenture, if an event of default has occurred with regard to these debt securities or warrants and has not been cured or waived. |
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• | to or through underwriting syndicates represented by managing underwriters; | ||
• | through one or more underwriters without a syndicate for them to offer and sell to the public; | ||
• | through dealers or agents; | ||
• | in “at the market offerings,” within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise; | ||
• | to investors directly in negotiated sales or in competitively bid transactions; or | ||
• | through a combination of any of these methods of sale. |
• | the terms of the offering of these securities, including the name or names of any agents, dealers or underwriters; | ||
• | the public offering or purchase price; | ||
• | any agency fees or underwriting discounts and commissions to be allowed or paid to the agents or underwriters and all other items constituting agents’ or underwriters’ compensation; | ||
• | any discounts or concessions to be allowed, reallowed or paid to dealers; and | ||
• | other specific terms of the particular offering or sale. |
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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
CITIZENS FUNDING TRUST III
CITIZENS FUNDING TRUST IV
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• | issue and sell its securities; | ||
• | use the proceeds from the sale of its securities to purchase Citizens’ junior subordinated debentures; and | ||
• | engage in other activities that are necessary, convenient or incidental to the above purposes, such as registering the transfer of its securities. |
• | Annual Report on Form 10-K for the year ended December 31, 2008; | ||
• | Quarterly Report on Form 10-Q for the quarters ended March 31, 2009, and June 30, 2009; | ||
• | Current Reports on Form 8-K filed on January 9, 2009; January 23, 2009; January 27, 2009; February 2, 2009; February 6, 2009; February 9, 2009; May 5, 2009; May 20, 2009; June 1, 2009, June 25, 2009, July 30, 2009, July 31, 2009, August 19, 2009, August 20, 2009, August 27, 2009 September 9, 2009, September 10, 2009, September 16, 2009, September 18, 2009, September 25, 2009, September 25, 2009, September 28, 2009, September 30, 2009; and |
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• | The description of our common stock set forth in the registration statement on Form 8-A filed on July 7, 1982, including any amendment or report filed with the SEC for the purpose of updating this description. |
328 South Saginaw Street
Flint, Michigan 48502
Attention: Investor Relations
Telephone: (810) 257-2506
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COMBINED FIXED CHARGES
Six Months | ||||||||||||||||||||||||
Ended | ||||||||||||||||||||||||
June 30, | Year Ended December 31, | |||||||||||||||||||||||
2009 | 2008 | 2007 | 2006 | 2005 | 2004 | |||||||||||||||||||
Income (loss) from continuing operations, before income tax | (407,444 | ) | (322,082 | ) | 132,147 | 82,655 | 112,106 | 81,269 | ||||||||||||||||
Fixed charges: | ||||||||||||||||||||||||
Interest on short-term borrowings | 148 | 8,029 | 34,316 | 16,017 | 25,929 | 9,574 | ||||||||||||||||||
Interest on long-term debt | 49,698 | 123,067 | 134,222 | 46,083 | 36,417 | 33,618 | ||||||||||||||||||
Estimated interest component of net rental expense | 926 | 1,992 | 2,258 | 1,120 | 1,196 | 1,040 | ||||||||||||||||||
Preferred stock dividend requirements | 9,652 | 9,617 | — | — | — | — | ||||||||||||||||||
Combined fixed charges and preferred stock dividends, excluding interest on deposits | 60,424 | 142,705 | 170,796 | 63,220 | 63,542 | 44,232 | ||||||||||||||||||
Interest on deposits | 89,428 | 220,883 | 257,194 | 147,132 | 85,154 | 63,389 | ||||||||||||||||||
Combined fixed charges and preferred stock dividends, including interest on deposits | 149,852 | 363,588 | 427,990 | 210,352 | 148,696 | 107,621 | ||||||||||||||||||
Ratio of earnings to combined fixed charges and preferred stock dividend requirements: | ||||||||||||||||||||||||
Excluding interest on deposits (a) | — | (b) | — | 1.77 | 2.31 | 2.76 | 2.84 | |||||||||||||||||
Including interest on deposits (a) | — | 0.11 | 1.31 | 1.39 | 1.75 | 1.76 |
(a) | For the six months ended June 30, 2009, earnings were insufficient to cover fixed charges including or excluding interest on deposits by $407.4 million. | |
(b) | For the year ended December 31, 2008, earnings were insufficient to cover fixed charges by $322.1 million. |
• | the capital securities that may be issued by each Citizens Funding Trust; | ||
• | the junior subordinated debentures that would be issued by us to each Citizens Funding Trust and the junior debt indenture under which they would be issued; | ||
• | our subordinated guarantees for the benefit of the holders of the capital securities; and | ||
• | the relationship among the capital securities, the junior subordinated debentures, the expense agreement and the subordinated guarantees. |
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TRUSTS MAY OFFER
CAPITAL TRUSTS MAY OFFER
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• | the name of the capital securities; | ||
• | the dollar amount and number of capital securities issued; | ||
• | the annual distribution rate(s), or method of determining the rate(s), the payment date(s) and the record dates used to determine the holders who are to receive distributions and the place(s) where distributions and other amounts payable will be paid; | ||
• | any provision relating to deferral of distribution payments; | ||
• | the date from which distributions shall be cumulative; | ||
• | the optional redemption provisions, if any, including the prices, time periods and other terms and conditions for which capital securities will be purchased or redeemed, in whole or in part; | ||
• | the terms and conditions, if any, upon which the applicable series of debt securities may be distributed to holders of such capital securities; | ||
• | the voting rights, if any, of holders of the capital securities; | ||
• | any securities exchange on which the capital securities will be listed; | ||
• | whether such capital securities are to be issued in book-entry form and represented by one or more global certificates, and if so, the depositary for such global certificates and the specific terms of the depositary arrangements; and | ||
• | any other relevant rights, preferences, privileges, limitations or restrictions of such capital securities. |
• | upon the expiration of the term of such Trust; | ||
• | upon the bankruptcy of Citizens; | ||
• | upon the dissolution or liquidation of Citizens; | ||
• | upon the written direction from us to dissolve the Trust and, after the Trust pays all amounts owed to creditors of the Trust, to distribute the related debt securities directly to the holders of the trust securities of the applicable Trust in exchange for those securities; | ||
• | before the issuance of any securities with the consent of Citizens; |
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• | upon the redemption of all of the capital securities in connection with the redemption of all of the related junior subordinated debentures; or | ||
• | upon entry of a court order for the dissolution of such Trust. |
• | cash equal to the aggregate liquidation amount of each capital and common security specified in an accompanying prospectus supplement, plus accumulated and unpaid distributions to the date of payment; | ||
• | debt securities in an aggregate principal amount equal to the aggregate liquidation amount of the capital and common securities of the holders of the capital and common securities; or | ||
• | a combination of cash and debt securities equal to the aggregate liquidation amount of capital and common securities specified in any accompanying prospectus supplement, plus accumulated and unpaid distributions to the date of payment. |
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• | the successor entity either: |
(1) | assumes all of the obligations of the Trust relating to its trust securities; or | ||
(2) | substitutes for the Trust’s capital securities other securities having substantially the same terms as the Trust’s capital securities, so long as the successor securities rank the same as the capital securities for distributions and payments upon liquidation, redemption and otherwise; |
• | a trustee of the successor entity who has the same powers and duties as the property trustee of the Trust as the holder of the particular series of junior subordinated debentures; | ||
• | the Merger Event does not adversely affect the rights, preferences and privileges of the holder of the capital securities or successor securities in any material respect; | ||
• | the Merger Event does not cause the capital securities or successor securities to be downgraded by any nationally recognized statistical rating organization; | ||
• | the successor entity has a purpose substantially identical to that of the Trust; | ||
• | prior to the Merger Event, the Trust has received an opinion of counsel from a firm qualified to give such opinion stating that (a) the Merger Event does not adversely affect the rights, preferences and privileges of the holders of the capital securities, including any successor securities, in any material respect, and (b) following the Merger Event, neither the Trust nor the successor entity will be required to register as an “investment company” under the Investment Company Act of 1940; and |
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• | we own all of the common securities of the successor entity and guarantee the obligations of the successor entity under the successor securities at least to the extent provided by the applicable guarantee of the capital securities of the Trust. |
• | any action that would adversely affect in any material respect the powers, preferences or special rights of the Trust’s capital securities, whether by way of amendment to such trust declaration or otherwise, or | ||
• | the dissolution, winding-up or termination of the Trust other than under the terms of its trust declaration, |
• | cause the related Trust to be characterized as other than a grantor trust for United States federal income tax purposes; | ||
• | reduce or otherwise adversely affect the powers of the related property trustee, unless approved by that property trustee; or | ||
• | cause the related Trust to be deemed to be an “investment company” which is required to be registered under the Investment Company Act. |
• | direct the time, method and place of conducting any proceeding for any remedy available to the property trustee of the Trust; | ||
• | direct the exercise of any Trust or power conferred on the property trustee with respect to the junior subordinated debentures; | ||
• | waive any event of default under the applicable indenture that is waivable; |
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• | cancel an acceleration of the principal of the junior subordinated debentures; or | ||
• | consent to any amendment, modification or termination of the junior debt indenture or related debt securities where consent is required. |
• | we and any of our affiliates will not be able to vote on or consent to matters requiring the vote or consent of holders of capital securities; and | ||
• | any capital securities owned by us, the administrative trustees or any of our respective affiliates will not be counted in determining whether the required percentage of votes or consents has been obtained. |
• | the Trust will not be deemed to be an “investment company” required to be registered under the Investment Company Act; | ||
• | the Trust will be classified as a grantor trust for United States federal income tax purposes; and |
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• | the debt securities held by the Trust will be treated as indebtedness of Citizens for United States federal income tax purposes. |
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• | The indenture trustee can enforce the rights of holders against us if we default on our obligations under the terms of the junior debt indenture or the junior subordinated debentures. There are some limitations on the extent to which the indenture trustee acts on behalf of holders, described below under “— Events of Default — Remedies If an Event of Default Occurs.” | ||
• | The indenture trustee performs administrative duties for us, such as sending interest payments to holders and notices, and transferring a holder’s junior subordinated debentures to a new buyer if a holder sells. |
• | the title of the series of the junior subordinated debentures; | ||
• | any limit on the aggregate principal amount of the junior subordinated debentures; | ||
• | the date or dates on which the junior subordinated debentures will mature; | ||
• | the rate or rates, which may be fixed or variable per annum, at which the junior subordinated debentures will bear interest, if any, and the date or dates from which that interest, if any, will accrue; | ||
• | the dates on which interest, if any, on the junior subordinated debentures will be payable and the regular record dates for the interest payment dates; | ||
• | our right, if any, to defer or extend an interest payment date; | ||
• | any mandatory or optional sinking funds or similar provisions; |
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• | any additions, modifications or deletions in the events of default under the junior debt indenture or covenants of Citizens specified in the junior debt indenture with respect to the junior subordinated debentures; | ||
• | the date, if any, after which and the price or prices at which the junior subordinated debentures may, in accordance with any optional or mandatory redemption provisions, be redeemed and the other detailed terms and provisions of those optional or mandatory redemption provisions, if any; | ||
• | if other than denominations of the liquidation amount and any of its integral multiples, the denominations in which the junior subordinated debentures will be issuable; | ||
• | the currency of payment of principal, premium, if any, and interest on the junior subordinated debentures; | ||
• | any event of default under the junior subordinated debentures if different from those described under “— Events of Default” below; | ||
• | any index or indices used to determine the amount of payments of principal of and premium, if any, on the junior subordinated debentures and the manner in which such amounts will be determined; | ||
• | the terms and conditions of any obligation or right of us or a holder to convert or exchange the junior subordinated debentures into capital securities; | ||
• | the name of the trustee for the junior subordinated debt securities; | ||
• | the form of trust agreement, guarantee agreement and expense agreement, if applicable; | ||
• | the relative degree, if any, to which such junior subordinated debentures of the series will be senior to or be subordinated to other series of such junior subordinated debentures or other indebtedness of Citizens in right of payment, whether such other series of junior subordinated debentures or other indebtedness are outstanding or not; and | ||
• | any other special feature of the junior subordinated debentures. |
• | Additional Mechanicsrelevant to the junior subordinated debentures under normal circumstances, such as how holders transfer ownership and where we make payments; | ||
• | OurOption to Defer Interest Paymentson the junior subordinated debentures; | ||
• | Our right toRedeemthe junior subordinated debentures; | ||
• | Holders’ rights in severalSpecial Situations, such as if we merge with another company or if we want to change a term of the junior subordinated debentures; | ||
• | Subordination Provisionsthat may prohibit us from making payment on the junior subordinated debentures; | ||
• | Holders’ rights if weDefaultor experience other financial difficulties; |
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• | Our ability toConvert or Exchangejunior subordinated debentures into junior subordinated debentures of another series or capital securities of another series; and | ||
• | Agreements Contained in the Junior Debt Indentureincluded for the benefit of the holders of the junior subordinated debentures. |
• | only in fully registered form; and | ||
• | in denominations that are even multiples of the liquidation amount. |
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• | issue, register the transfer of or exchange junior subordinated debentures of any series during the period beginning at the opening of business 15 days before the day of mailing notice of redemption of junior subordinated debentures of that series and ending at the close of business on the day of mailing of the relevant notice of redemption; or | ||
• | transfer or exchange any junior subordinated debentures so selected for redemption, except, in the case of any junior subordinated debentures being redeemed in part, any portion thereof not being redeemed. |
• | declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of our capital stock, other than any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of the warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks on a parity with or junior to such stock; or | ||
• | make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any of our debt securities that rank on a parity in all respects the junior |
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subordinated debentures (“parity securities”) or rank junior to the junior subordinated debentures; or | |||
• | make any payments under any guarantee that ranks on a parity with or junior to our guarantee related to the junior subordinated debentures. |
(1) | repurchases, redemptions or other acquisitions of shares of our capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of our capital stock (or securities convertible into or exercisable for our capital stock) as consideration in an acquisition transaction or business combination; | ||
(2) | repurchases, redemptions or other acquisitions of shares of our capital stock as a result of any exchange or conversion of any class or series of our capital stock (or any capital stock of a subsidiary of Citizens) for any other class or series of our capital stock or of any class or series of our indebtedness for any class or series of our capital stock; | ||
(3) | the purchase of fractional interests in shares of our capital stock in accordance with the conversion or exchange provisions of such capital stock or the security being converted or exchanged; | ||
(4) | any declaration of a dividend in connection with any shareholders’ rights plan, or the issuance of rights, stock or other property under any shareholders’ rights plan, or the redemption or repurchase of rights in accordance with any shareholders’ rights plan; | ||
(5) | any payment of current or deferred interest on parity securities that is made pro rata to the amount due on such parity securities (including the junior subordinated debentures); or | ||
(6) | any payment of principal on parity securities necessary to avoid a breach of the instrument governing such parity securities. |
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• | amendment to, or change in, the laws (or any regulations under those laws) of the United States or any political subdivision or taxing authority affecting taxation that is enacted or becomes effective after the initial issuance of the capital securities; | ||
• | proposed change in those laws (or any regulations under those laws) that is announced after the initial issuance of the capital securities; | ||
• | official interpretation or application of those laws or regulations by any court, governmental agency or regulatory authority that is announced after the initial issuance of the capital securities; or | ||
• | threatened challenge asserted in connection with an audit of us, the Citizens Funding Trust or our subsidiaries or a threatened challenge asserted in writing against any other taxpayer that has raised capital through the issuance of securities that are substantially similar to the junior subordinated debt securities or the capital securities; |
• | the Citizens Funding Trust is, or will be, subject to U.S. federal income tax on interest received or accrued on the junior subordinated debentures; | ||
• | interest payable by us on the junior subordinated debentures is not, or will not be deductible, in whole or in part, for U.S. federal income tax purposes; or | ||
• | the Citizens Funding Trust is, or will be, subject to more than a minimal amount of other taxes, duties, assessments or other governmental charges. |
• | amendment to, or change (including any prospective change) in, the laws or any applicable regulation of the United States or any political subdivision; or | ||
• | as a result of any official or administrative pronouncement or action or judicial decision interpreting or applying the laws or regulations, which amendment is effective or announced on or after the date of issuance of the capital securities, |
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• | change in law or regulation; or | ||
• | change in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority, |
• | the entity formed by the consolidation or into which we merge, or to which we transfer our properties and assets (1) is a corporation, partnership or trust organized and existing under the laws of the United States, any state of the United States or the District of Columbia and (2) expressly assumes by supplemental indenture the payment of any principal, premium or interest on the junior subordinated debentures, and the performance of our other covenants under the indenture; and | ||
• | after giving effect to the transaction, no event of default under the junior subordinated indenture, and no event that, after notice or lapse of time, or both, would become an event of default, will have occurred and be continuing. |
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• | modify the terms of payment of principal, premium or interest; | ||
• | reduce the stated percentage of holders of debt securities necessary to modify or amend the indenture or waive our compliance with certain provisions of the indenture and certain defaults thereunder; or | ||
• | modify the subordination provisions of the indenture in a manner adverse to such holders. |
• | a default in the payment of any principal, or premium, if any, or interest on any senior indebtedness, occurs and is continuing or any other amount owing in respect of any senior indebtedness is not paid when due; or | ||
• | any other default occurs with respect to any senior indebtedness and the maturity of such senior indebtedness is accelerated in accordance with its terms, |
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• | have become due and payable; | ||
• | will become due and payable at their stated maturity within one year; or | ||
• | are to be called for redemption within one year under arrangements satisfactory to the indenture trustee for the giving of notice of redemption by the indenture trustee; |
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• | direct the time, method or place of conducting any proceeding for any remedy available to the indenture trustee; | ||
• | waive any past default that may be waived under the junior debt indenture; | ||
• | exercise any right to rescind or annul a declaration of acceleration of the principal amount of the junior subordinated debentures unless all defaults have been cured and a sum sufficient to pay all amounts then owing has been deposited with the indenture trustee; or | ||
• | consent to any amendment, modification or termination of the junior debt indenture or junior subordinated debentures, where the consent is required. |
• | default in the payment of interest, and a continuance of such default for a period of 30 days (subject to the deferral of any due date in the case of an extension period); | ||
• | default in the payment of principal of, or premium on, any junior subordinated debenture of that series at its maturity; or | ||
• | certain events in bankruptcy, insolvency or reorganization with respect to Citizens. |
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• | the holder of the junior subordinated debenture must give the indenture trustee written notice that an event of default has occurred and remains uncured; | ||
• | the holders of not less than 25% in principal amount of all junior subordinated debentures of the relevant series must make a written request that the indenture trustee take action because of the default, and must offer indemnity reasonably satisfactory to the indenture trustee to the indenture trustee against the cost and other liabilities of taking that action; and | ||
• | the indenture trustee must have not taken action for 60 days after receipt of the above notice and offer of indemnity. |
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• | how it handles securities payments and notices; | ||
• | whether it imposes fees or charges; | ||
• | whether and how you can instruct it to exercise any rights; | ||
• | how it would handle a request for the holders’ consent, if ever required; | ||
• | how it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests; and | ||
• | if the securities are in book-entry form, how the depositary’s rules and procedures will affect these matters. |
• | The Depository Trust Company, New York, New York, which is known as “DTC;” | ||
• | Euroclear System, which is known as “Euroclear;” | ||
• | Clearstream Banking, societe anonyme, Luxembourg, which is known as “Clearstream;” and | ||
• | any other clearing system or financial institution named in the applicable prospectus supplement. |
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• | An investor cannot cause the securities to be registered in his or her own name, and cannot obtain non-global certificates for his or her interest in the securities, except in the special situations we describe below; | ||
• | An investor will be an indirect holder and must look to his or her own bank, broker or other financial institution for payments on the securities and protection of his or her legal rights relating to the securities, as we describe above under “— Special Considerations for Indirect Owners;” | ||
• | An investor may not be able to sell interests in the securities to some insurance companies and other institutions that are required by law to own their securities in non-book-entry form; | ||
• | An investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective; | ||
• | The depositary’s policies will govern payments, deliveries, transfers, exchanges, notices and other matters relating to an investor’s interest in a global security, and those policies may change from time to time. We, the trustee and any agents will have no responsibility for any aspect of the depositary’s policies, actions or records of ownership interests in a global security. We, the trustee and any agents also do not supervise the depositary in any way; |
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• | The depositary may require that those who purchase and sell interests in a global security within its book-entry system use immediately available funds and your bank, broker or other financial institution may require you to do so as well; and | ||
• | Financial institutions that participate in the depositary’s book-entry system and through which an investor holds its interest in the global securities, directly or indirectly, may also have their own policies affecting payments, deliveries, transfers, exchanges, notices and other matters relating to the securities, and those policies may change from time to time. For example, if you hold an interest in a global security through Euroclear or Clearstream, when DTC is the depositary, Euroclear or Clearstream, as applicable, may require those who purchase and sell interests in that security through them to use immediately available funds and comply with other policies and procedures, including deadlines for giving instructions as to transactions that are to be effected on a particular day. There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the policies or actions or records of ownership interests of any of those intermediaries. |
• | if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security and we do not appoint another institution to act as depositary within 60 days; | ||
• | if we notify the trustee, warrant agent or unit agent, as applicable, that we wish to terminate that global security; or | ||
• | if an event of default has occurred and has not been cured or waived. |
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• | any accumulated and unpaid distributions required to be paid on the applicable capital securities, to the extent that the Citizens Funding Trust has funds legally available for that purpose at that time; | ||
• | the applicable redemption price with respect to any capital securities called for redemption, and all accumulated and unpaid distributions to the date of redemption, to the extent that the Citizens Funding Trust has funds legally available for that purpose at that time; and | ||
• | upon a voluntary or involuntary dissolution, winding-up or termination of a Citizens Funding Trust, unless the capital securities are redeemed or the junior subordinated debentures owned by the Citizens Funding Trust are distributed to holders of the capital securities in accordance with the terms of the trust agreement, the lesser of: |
• | the aggregate of the liquidation amount and all accumulated and unpaid distributions to the date of payment, to the extent that the Citizens Funding Trust has funds legally available, and | ||
• | the amount of assets of the Citizens Funding Trust remaining available for distribution to holders of capital securities on liquidation of the Citizens Funding Trust. |
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• | full payment of the redemption price of all of the capital securities covered by the subordinated guarantee; | ||
• | full payment of the amounts payable upon liquidation of the related Citizens Funding Trust; or | ||
• | distribution of the junior subordinated debentures owned by the related Citizens Funding Trust to the holders of all the capital securities covered by the subordinated guarantee. |
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• | the aggregate principal amount of the junior subordinated debentures will be equal to the sum of the aggregate stated liquidation amount of the capital securities and the common securities; | ||
• | the interest rate and interest and other payment dates on the junior subordinated debentures will match the distribution rate and distribution and other payment dates for the capital securities; | ||
• | we will pay, under the expense agreement, for all and any costs, expenses and liabilities of a Citizens Funding Trust except the Citizens Funding Trust’s obligations to holders of its capital securities under the capital securities; and | ||
• | the trust agreement provides that a Citizens Funding Trust will not engage in any activity that is inconsistent with the limited purposes of such Citizens Funding Trust. |
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• | to or through underwriting syndicates represented by managing underwriters; | ||
• | through one or more underwriters without a syndicate for them to offer and sell to the public; | ||
• | through dealers or agents; and | ||
• | to investors directly in negotiated sales or in competitively bid transactions. |
• | the terms of the offering, including the name of the agent or the name or names of any underwriters; | ||
• | the public offering or purchase price; | ||
• | any discounts and commissions to be allowed or paid to the agent or underwriters and all other items constituting underwriting compensation; | ||
• | any discounts and commissions to be allowed or paid to dealers; and | ||
• | other specific terms of the particular offering or sale. |
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40
INFORMATION NOT REQUIRED IN A PROSPECTUS
Amount to | ||||
be Paid | ||||
SEC registration fee | $ | 39,060 | ||
Legal fees and expenses | * | |||
Accounting fees and expenses | * | |||
Rating agency fees | * | |||
Printing fees | * | |||
Trustee fees and expenses | * | |||
Miscellaneous | * | |||
Total | * |
* | These fees depend on the securities offered and the number of issuances and cannot be estimated at this time. |
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CITIZENS REPUBLIC BANCORP, INC. (Registrant) | ||||
By: | /s/ Cathleen H. Nash | |||
Cathleen H. Nash | ||||
President and Chief Executive Officer |
Signature | Capacity | Date | ||
* | President and Chief Executive Officer (Principal Executive Officer) | October 27, 2009 | ||
* | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | October 27, 2009 | ||
* | Senior Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) | October 27, 2009 | ||
* | Director | October 27, 2009 | ||
* | Director | October 27, 2009 | ||
* | Director | October 27, 2009 | ||
* | Director | October 27, 2009 | ||
* | Director | October 27, 2009 | ||
* | Director | October 27, 2009 | ||
* | Director | October 27, 2009 | ||
* | Director | October 27, 2009 | ||
* | Director | October 27, 2009 | ||
* | Chairman and Director | October 27, 2009 | ||
* | Director | October 27, 2009 |
* | /s/ Thomas W. Gallagher | |||
By: | /s/ Thomas W. Gallagher | |||
Attorney-in-Fact | ||||
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CITIZENS FUNDING TRUST II (Registrant) By: Citizens Banking Corporation, as sponsor | ||||
By: | /s/ Thomas W. Gallagher | |||
Thomas W. Gallagher | ||||
Administrative Trustee | ||||
CITIZENS FUNDING TRUST III (Registrant) By: Citizens Banking Corporation, as sponsor | ||||
By: | /s/ Thomas W. Gallagher | |||
Thomas W. Gallagher | ||||
Administrative Trustee | ||||
CITIZENS FUNDING TRUST IV (Registrant) By: Citizens Banking Corporation, as sponsor | ||||
By: | /s/ Thomas W. Gallagher | |||
Thomas W. Gallagher | ||||
Administrative Trustee | ||||
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Exhibit | Description | |||
1.1 | — | Form of Underwriting Agreement for senior and subordinated debt securities.* | ||
1.2 | — | Form of Underwriting Agreement for preferred stock and depositary shares.* | ||
1.3 | — | Form of Underwriting Agreement for common stock.* | ||
1.4 | — | Form of Underwriting Agreement for convertible debt securities.* | ||
1.5 | — | Form of Underwriting Agreement for warrants.* | ||
1.6 | ��� | Form of Underwriting Agreement for stock purchase contracts.* | ||
1.7 | — | Form of Underwriting Agreement for units.* | ||
1.8 | — | Form of Underwriting Agreement for securities of Citizens Funding Trust II, Citizens Funding Trust III and Citizens Funding Trust IV.* | ||
3.1 | — | Amended and Restated Articles of Incorporation, as amended as of September 17, 2009. † | ||
3.2 | — | Amended and Restated Bylaws dated as of September 24, 2009 (incorporated by reference from Citizens’ Current Report on Form 8-K filed September 30, 2009). | ||
4.1 | — | Form of Indenture for senior debt securities.† | ||
4.2 | — | Form of Indenture for senior subordinated debt securities.† | ||
4.3 | — | Form of Indenture for junior subordinated debt securities.† | ||
4.4 | Form of Indenture for junior subordinated debentures.† | |||
4.5 | — | Form of Deposit Agreement.* | ||
4.6 | — | Form of Warrant Agreement, including the form of the Warrant Certificate.* | ||
4.7 | — | Form of Stock Purchase Contract Agreement, including the form of the Security Certificate.* | ||
4.8 | — | Form of Unit Agreement, including the form of the Unit Certificate.* | ||
4.9 | — | Form of Pledge Agreement.* | ||
4.10 | — | Certificate of Trust of Citizens Funding Trust II.† | ||
4.11 | — | Certificate of Trust of Citizens Funding Trust III.† | ||
4.12 | — | Certificate of Trust of Citizens Funding Trust IV.† | ||
4.13 | — | Form of Amended and Restated Trust Agreement for Citizens Funding Trust II, Citizens Funding Trust III and Citizens Funding Trust IV.† | ||
4.14 | — | Form of Preferred Securities Guarantee Agreement for Citizens Funding Trust II, Citizens Funding Trust III and Citizens Funding Trust IV. † | ||
4.15 | — | Form of Specimen Certificate of Preferred Stock and Form of Certificate of Designations for Preferred Stock.* | ||
5.1 | — | Opinion of Dykema Gossett PLLC. † | ||
5.2 | — | Opinion of Richards, Layton & Finger, P.A. † | ||
12 | — | Statement regarding computation of ratios of earnings to fixed charges. † | ||
23.1 | — | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.† | ||
23.2 | — | Consent of Dykema Gossett PLLC (included in Exhibit 5.1) | ||
23.3 | — | Consent of Richards, Layton & Finger, P.A (included in Exhibit 5.2) | ||
24.1 | — | Power of Attorney — Cathleen H. Nash. | ||
24.2 | — | Power of Attorney — Charles D. Christy. | ||
24.3 | — | Power of Attorney — Joseph C. Czopek. | ||
24.4 | — | Power of Attorney — Lizabeth A. Ardisana. | ||
24.5 | — | Power of Attorney — George J. Butvilas. | ||
24.6 | — | Power of Attorney — Robert S. Cubbin. | ||
24.7 | — | Power of Attorney — Richard J. Dolinski. | ||
24.8 | — | Power of Attorney — Gary J. Hurand. | ||
24.9 | — | Power of Attorney — Dennis J. Ibold. | ||
24.10 | — | Power of Attorney — Benjamin W. Laird. | ||
24.11 | — | Power of Attorney — Stephen J. Lazaroff. | ||
24.12 | — | Power of Attorney — Kendall B. Williams. | ||
24.13 | — | Power of Attorney — James L. Wolohan. | ||
24.14 | — | Power of Attorney — Steven E. Zack. |
* | To be filed by amendment or as an exhibit to a document to be incorporated by reference herein in connection with an offering of the offered securities. | |
† | Filed herewith. |