FORM 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): August 27, 2009

Citizens Republic Bancorp, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Michigan

(State or Other Jurisdiction of Incorporation)


001-33063		38-2378932

(Commission File Number)		(IRS Employer Identification No.)


328 South Saginaw Street, Flint, Michigan		48502

(Address of Principal Executive Offices)		(Zip Code)

(810) 766-7500

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On August 27, 2009, Citizens Republic Bancorp, Inc. issued a press release announcing modifications to certain terms of its offers to exchange up to all of its outstanding 5.75% Subordinated Notes due 2013 and up to all of the outstanding 7.50% Enhanced Trust Preferred Securities of Citizens Funding Trust I (collectively, the “Exchange Offers”) for up to 500,000,000 shares of Citizens’ newly issued common stock.

A copy of the press release announcing modifications to the Exchange Offers is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The press release is also being filed herewith in accordance with Rule 425 under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits

Exhibit 99.1

Press Release, dated August 27, 2009.

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 thereunto duly authorized.


	CITIZENS REPUBLIC BANCORP, INC.
	By:	/s/ Thomas W. Gallagher
		Thomas W. Gallagher
		Its: General Counsel and Secretary

Date: August 27, 2009

Index to Exhibits


Exhibit No.		Description

Exhibit 99.1		Press Release, dated August 27, 2009.

Exhibit 99.1




FOR IMMEDIATE RELEASE

CONTACTS
Charles D. Christy		Kristine D. Brenner
EVP & Chief Financial Officer		Director of Investor Relations
(810) 237-4200		(810) 257-2506
charlie.christy@citizensbanking.com		kristine.brenner@citizensbanking.com

CITIZENS REPUBLIC MODIFIES CERTAIN TERMS OF ITS EXCHANGE OFFERS

FLINT, Mich., August 27, 2009 — Citizens Republic Bancorp, Inc. (Nasdaq: CRBC) announced today that it has amended certain terms of its offer to issue its common shares in exchange for its outstanding 5.75% Subordinated Notes due 2013 (the “Subordinated Notes”) and its outstanding 7.50% Enhanced Trust Preferred Securities of Citizens Funding Trust I (the “Trust Preferred Securities”). The “Relevant Price” at which Citizens’ common shares will be valued for purposes of determining the exchange ratio in each of the exchange offers will now be calculated based on the average volume weighted average price for the five consecutive trading day period ending on and including the expiration date of the exchange offers (currently September 14, 2009), rather than the second trading day immediately preceding the expiration date. In addition, Citizens has added a provision allowing holders of Subordinated Notes or Trust Preferred Securities to limit their tender of those securities in the manner described under “The Exchange Offers — Your Option to Limit Common Share Ownership to 9.99%” in the prospectus referred to below. Tendering holders desiring to avail themselves of this provision may contact D. F. King & Co., Inc., the exchange agent for these offers, at the number listed below.

Except as described in this press release, the terms and conditions of the Exchange Offers, as set forth in the prospectus referred to below, are unchanged.

Citizens has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) for the Exchange Offers. Before you invest, you should read the prospectus in the registration statement and other documents Citizens has filed with the SEC for more complete information about Citizens and the Exchange Offers. The registration statement relating to the Exchange Offers has not yet become effective and common shares may not be sold nor may offers to buy be accepted in connection with the Exchange Offers prior to the time that such registration statement becomes effective. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the prospectus and letters of transmittal may be obtained upon request by contacting D.F. King & Co., Inc., the information and exchange agent at (800) 714-3312 or, for banks and brokers, at (212) 269-5550 (collect).

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell, any securities. The solicitation of offers to exchange the Subordinated Notes and the Trust Preferred Securities for common shares will only be made pursuant to Citizens’ prospectus dated August 27, 2009, and related documents that Citizens has filed or will file with the SEC.

Citizens has filed a definitive proxy statement with the SEC in connection with the solicitation of proxies by the board of directors for the special meeting of shareholders to which this communication, in part, relates. The proxy statement contains important information that shareholders should read before making any voting decision. The proxy statement and proxy are

available for free by visiting the SEC’s web site at www.sec.gov or Citizens’ website at www.citizensbanking.com.

Corporate Profile

Citizens Republic Bancorp, Inc. is a diversified financial services company providing a wide range of commercial, consumer, mortgage banking, trust and financial planning services to a broad client base. Citizens serves communities in Michigan, Ohio, Wisconsin, and Indiana as Citizens Bank and in Iowa as F&M Bank, with 231 offices and 267 ATMs. Citizens Republic Bancorp is the largest bank holding company headquartered in Michigan with roots dating back to 1871. Citizens Republic Bancorp is the 42^nd largest bank holding company headquartered in the United States. More information about Citizens Republic Bancorp is available at www.citizensbanking.com.

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