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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 23, 2000
Citizens Banking Corporation
(Exact name of registrant as specified in its charter)
Michigan
(State or other jurisdiction of incorporation)
0-10535 38-2378932
(Commission File Number) (IRS Employer Identification No.)
328 South Saginaw Street, Flint, Michigan 48502
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (810) 766-7500
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
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
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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.
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.
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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 has been filed with the Securities and
Exchange Commission as an exhibit to this Current Report on Form 8-K. A copy of
the Rights Agreement is available free of charge from Citizens. 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.
Item 7: Financial Statements and Exhibits
Exhibit 4.1: Rights Agreement, dated as of May 23, 2000, between
Citizens Banking Corporation and Citizens Bank, as Rights
Agent
Exhibit 99: Press Release, dated May 24, 2000
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
June 8, 2000 CITIZENS BANKING CORPORATION
/s/Thomas W. Gallagher
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By: Thomas W. Gallagher
Senior Vice President
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EXHIBIT INDEX
Number Description
4.1 Rights Agreement, dated as of May 23, 2000, between Citizens
Banking Corporation and Citizens Bank, as Rights Agent
99 Press Release, dated May 24, 2000