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): January 16, 2003 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) 1 Item 5. Other Events. On January 16, 2003, Citizens Banking Corporation announced its results for the three months and 12 months ended December 31, 2002. The full text of the press release announcing the results and various other information is attached hereto as Exhibit 99.1 and, other than the information contained under the caption "Earnings Outlook" in such release, is incorporated herein by reference. Item 7: Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits Exhibit 99.1: Press Release, dated January 16, 2003 Item 9: Regulation FD Disclosure. Citizens Banking Corporation is furnishing herewith, under the caption "Earnings Outlook" in the press release attached hereto as Exhibit 99.1, certain information contained therein pursuant to Regulation FD. 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. January 21, 2003 CITIZENS BANKING CORPORATION /s/Thomas W. Gallagher ------------------------------ By: Thomas W. Gallagher General Counsel and Secretary to the Board of Directors 2 EXHIBIT INDEX Number Description 99.1 Press Release, dated January 16, 2003 3