1
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, 2000
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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
FINANCIAL INFORMATION
Financial Statements and Supplemental Schedule for Citizens Banking
Corporation's Amended And Restated Section 401(k) Plan ............................................... 3
SIGNATURES ................................................................................................16
EXHIBIT INDEX .............................................................................................17
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FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
Citizens Banking Corporation Amended and Restated Section 401(k) Plan
Years ended December 31, 2000 and 1999 with Report of Independent Auditors
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Citizens Banking Corporation Amended
and Restated Section 401(k) Plan
Financial Statements
and Supplemental Schedule
December 31, 2000 and 1999
CONTENTS
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 at End of Year)...............................................9
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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, 2000 and 1999, and for the related statements of changes in 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 assets available for benefits of the Plan at December
31, 2000 and 1999, 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 at End of Year) as of December 31, 2000, 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.
/s/ ERNST & YOUNG LLP
June 25, 2001
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Citizens Banking Corporation Amended
And Restated Section 401(k) Plan
Statements of Assets Available for Benefits
DECEMBER 31
2000 1999
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ASSETS
Investments at fair value:
Common stock:
Citizens Banking Corporation $ 57,738,187 $ 34,896,569
Mutual funds 80,434,981 66,437,991
Money market account 5,217,709 3,412,105
Loans to participants 3,327,833 3,247,095
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Total investments 146,718,710 107,993,760
Receivables:
Contributions - Employer 120,350 90,334
Contributions - Employee 222,384 244,625
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342,734 334,959
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Assets available for benefits $147,061,444 $108,328,719
================================================
See accompanying notes.
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Citizens Banking Corporation Amended
And Restated Section 401(k) Plan
Statements of Changes in Assets Available for Benefits
DECEMBER 31
2000 1999
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ADDITIONS
Investments income:
Dividends:
Citizens Banking Corporation $ 1,939,117 $ 1,413,602
Other 6,906,331 3,987,570
Interest income 341,677 157,481
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Total investment income 9,187,125 5,558,653
Contributions:
Employer 3,413,685 2,321,836
Employee 6,900,747 6,540,806
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10,314,432 8,862,642
Transfers from other plans (Note 3) 28,771,209 -
DEDUCTIONS
Benefit payments to participants (12,241,553) (15,594,673)
Management fees (64,486) (18,662)
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(12,306,039) (15,613,335)
Net realized and unrealized appreciation
(depreciation) in fair value of investments 2,765,998 (6,968,514)
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Net increase (decrease) 38,732,725 (8,160,554)
Assets available for benefits at beginning of year 108,328,719 116,489,273
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Assets available for benefits at end of year $ 147,061,444 $ 108,328,719
================================================
See accompanying notes.
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Citizens Banking Corporation Amended
and Restated Section 401(k) Plan
Notes to Financial Statements
December 31, 2000 and 1999
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 Plans
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 $10,500 in 2000 and $10,000 in 1999) 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 participant's 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 Corporations
matching contributions plus actual earnings thereon. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's account. Participants direct the investment of their accounts,
inclusive of the employer contribution balance, among the investments offered by
the Plan.
Participants may borrow from their fund accounts a minimum of $2,000 up to a
maximum equal to the lesser of $50,000 or 50% of their vested account balance.
Loan terms range from 1-5 years or up to 15 years for the purchase of a primary
residence. The loans are secured by the balance in the participant's account and
bear interest at a rate commensurate with local prevailing rates as determined
quarterly by the plan administrator. Principal and interest is paid ratably
through monthly payroll deductions.
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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)
On termination of service, death, disability, or retirement, the participant
will elect to receive, defer, or rollover a single lump-sum amount equal to the
vested value of his or her account.
All administrative costs of the plan are paid by the Corporation.
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.
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Citizens Banking Corporation Amended
and Restated Section 401(k) Plan
Notes to Financial Statements (continued)
3. PLAN MERGER
Effective January 1, 2000, $28,771,209 which represented all remaining net
assets of three former F&M Bank Plans, was transferred to the Citizens Banking
Corporation Amended and Restated Section 401(k) Plan, at that time the three
former F&M Bank Plans merged out of existence. The three plans included
$25,575,883 of the former F&M Employees Retirement Savings Plan and Trust,
$3,018,933 of the former F&M Bank Woodruff Employee Stock Ownership Plan and
Trust, and $176,393 of the former Community Bank of Elkhorn 401(k) Profit and
Sharing Plan.
4. INVESTMENTS
During the years ended December 31, 2000 and 1999, the Plans 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:
NET REALIZED AND UNREALIZED APPRECIATION
(DEPRECIATION) IN FAIR VALUE
YEAR ENDED DECEMBER 31
2000 1999
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Common stock:
Citizens Banking Corporation $ 15,511,382 $ (20,106,500)
Mutual funds (12,745,384) 13,137,986
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$ 2,765,998 $ (6,968,514)
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Citizens Banking Corporation Amended
and Restated Section 401(k) Plan
Notes to Financial Statements (continued)
4. INVESTMENTS (CONTINUED)
Investments that represent 5% or more of fair value of the Plans assets are as
follows:
DECEMBER 31
2000 1999
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Citizens Banking Corporation Stock $57,738,187 $34,896,569
Invesco Small Company Growth * 5,633,057
Invesco Balanced 24,829,673 20,780,751
Golden Oak Value Portfolio Fund 7,498,904 7,189,798
Golden Oak Diversified Growth Fund 10,104,444 9,491,722
Golden Oak Intermediate Income Fund * 5,931,834
Janus Overseas 10,548,100 11,560,616
*Investment does not represent 5% or more of fair value of the Plans assets.
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.
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Citizens Banking Corporation Amended
and Restated Section 401(k) Plan
Notes to Financial Statements (continued)
4. INVESTMENT (CONTINUED)
The following is a summary of transactions (at cost) with parties-in-interest:
CITIZENS
BANKING GOLDEN OAK GOLDEN GOLDEN OAK GOLDEN OAK GOLDEN OAK
CORP. PRIME OAK VALUE DIVERSIFIED GOLDEN OAK SMALL INTERNATIONAL
COMMON OBLIGATION PORTFOLIO GROWTH INTERMEDIATE CAPITAL EQUITY FUND
STOCK CLASS A FUND FUND INCOME FUND FUND
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BALANCE AT
JANUARY 1, 1999 $21,858,870 $3,221,508 $2,032,541 $ 1,489,523 $14,152,929
TRANSFER TO INVESCO (21,858,870) (3,211,508) (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
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BALANCE AT
DECEMBER 31, 1999 27,970,973 3,412,105 7,262,646 8,487,798 6,020,748 3,477,921 $ -
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TRANSFERS
FROM
OTHER PLAN 7,657,529 2,128,369 22,403 1,683,134 - 804,931 -
PURCHASES IN 2000 8,014,401 4,262,690 2,065,482 5,427,238 1,322,215 1,398,843 145,681
SALES IN 2000 8,600,071 4,585,455 1,480,863 1,938,035 1,723,830 912,291 3,030
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BALANCE AT
DECEMBER 31, 2000 $35,042,832 $5,217,709 $7,869,668 $13,660,135 $ 5,619,133 $4,769,404 $ 142,651
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5. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated May 25, 1999, stating that the Plan is qualified under Section 401(a) of
the Internal Revenue Code (the "Code") and, therefore, the related trust is
exempt from taxation. Once qualified, the plan is required to operate in
conformity with the Code to maintain its qualification. The Plan Administrator
believes the Plan is operating in compliance with the applicable requirements of
the Code and, therefore believes that the Plan is qualified and the related
trust is tax exempt.
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Supplemental Schedule
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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 at End of Year)
December 31, 2000
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
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Common Stocks:
* Citizens Banking Corporation 1,986,728 Shares $ 57,738,187
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Total common stock 57,738,187
Mutual Funds:
* Golden Oak Diversified Growth Fund 825,527 Units 10,104,444
* Golden Oak Intermediate Income Fund 588,222 Units 5,782,222
* Golden Oak Value Portfolio Fund 804,603 Units 7,498,904
* Golden Oak Small Capital Fund 464,485 Units 5,420,534
* Golden Oak International Equity Fund 15,970 Units 137,658
Invesco Blue Chip Growth Fund 397,731 Units 2,048,317
Invesco Select Income Fund 68,562 Units 406,573
Invesco Small Company Growth 463,236 Units 7,110,666
Invesco Balanced 1,472,697 Units 24,829,673
SSGA S&P 500 Index 300,087 Units 6,547,890
Janus Overseas 397,442 Units 10,548,100
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Total Mutual Funds 80,434,981
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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 at End of Year) (continued)
December 31, 2000
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
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Money Market Accounts:
* Golden Oak Prime Obligation Class A 5,217,709 $ 5,217,709
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Total Money Market Accounts 5,217,709
Participant loans Interest rate range: 7.0% - 10.5%;
Mutual Funds: With various maturity dates. $ - 3,327,833
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$146,718,710
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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 25, 2001 /s/Gary P. Drainville
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Gary P. Drainville
Chairman, Pension/401(k) Administration
Committee
/s/Kurt A. Schulze
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Kurt A. Schulze
Secretary, Pension/401(k) Administration
Committee
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Citizens Banking Corporation
EXHIBIT INDEX
(FILED AS PART OF THIS REPORT ON FORM 11-K)
Exhibit Form 11-K
No. Exhibit Page No.
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23 Consent of Independent Accountant 18
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