-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MCmaewf8HKNgkr0Wn6lOnskhK8Yq+UCW+jcaRe45huplqBf3vz53AbbHt1As3Bya 1sl5dIm/ZQmiQBANsd6bEQ== 0000950124-03-002170.txt : 20030626 0000950124-03-002170.hdr.sgml : 20030626 20030626171735 ACCESSION NUMBER: 0000950124-03-002170 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIZENS BANKING CORP CENTRAL INDEX KEY: 0000351077 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 382378932 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10535 FILM NUMBER: 03759184 BUSINESS ADDRESS: STREET 1: ONE CITIZENS BANKING CTR STREET 2: 328 SOUTH SAGINAW STREET CITY: FLINT STATE: MI ZIP: 48502 BUSINESS PHONE: (989) 776-7568 MAIL ADDRESS: STREET 1: 1 CITIZENS BANKING CENTER STREET 2: 328 SOUTH SAGINAW STREET CITY: FLINT STATE: MI ZIP: 48502 FORMER COMPANY: FORMER CONFORMED NAME: CB WEALTH MANAGEMENT N A DATE OF NAME CHANGE: 20020502 FORMER COMPANY: FORMER CONFORMED NAME: CITIZENS BANKING CORP DATE OF NAME CHANGE: 19920703 11-K 1 k77936e11vk.txt FORM 11-K 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, 2002 ----------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to ----------------------- --------------------- Commission file Number 000-10535 --------- 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 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 ..................................................................15 EXHIBIT INDEX ...............................................................16 2 FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE Citizens Banking Corporation Amended and Restated Section 401(k) Plan December 31, 2002 and 2001 and Year ended December 31, 2002 with Report of Independent Auditors 3 Citizens Banking Corporation Amended and Restated Section 401(k) Plan Financial Statements and Supplemental Schedule December 31, 2002 and 2001 and Year ended December 31, 2002 CONTENTS Report of Independent Auditors..............................................1 Financial Statements Statements of Assets Available for Benefits.................................2 Statement of Changes in Assets Available for Benefits.......................3 Notes to Financial Statements...............................................4 Supplemental Schedule Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year).............9 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, 2002 and 2001, and the related statements of changes in assets for the year ended December 31, 2002. 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, 2002 and 2001, and the changes in its assets available for benefits for the year ended December 31, 2002, 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, 2002, 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 Detroit, Michigan June 20, 2003 1 Citizens Banking Corporation Amended And Restated Section 401(k) Plan Statements of Assets Available for Benefits
DECEMBER 31 2002 2001 ------------------------------------ Assets Investments, at fair value: Common stock: Citizens Banking Corporation $ 34,788,747 $ 53,431,089 Mutual funds 66,894,718 73,211,155 Money market account 8,901,205 9,602,155 Loans to participants 3,358,984 3,311,436 ------------------------------------ Assets available for benefits $ 113,943,654 $ 139,555,835 ====================================
See accompanying notes. 2 Citizens Banking Corporation Amended And Restated Section 401(k) Plan Statement of Changes in Assets Available for Benefits Year ended December 31, 2002
ADDITIONS Investments income: Dividends: Citizens Banking Corporation $ 1,672,303 Other 2,111,082 Interest income 251,461 ------------------- Total investment income 4,034,846 Contributions: Employer 3,295,051 Employee 6,739,393 ------------------- 10,034,444 DEDUCTIONS Benefit payments to participants (12,890,930) Management fees (64,683) ------------------- (12,955,613) Net realized and unrealized appreciation (depreciation) in fair value of investments (Note 4) (26,725,858) ------------------- Net decrease (25,612,181) Assets available for benefits at beginning of year 139,555,835 ------------------- Assets available for benefits at end of year $ 113,943,654 ===================
See accompanying notes. 3 Citizens Banking Corporation Amended And Restated Section 401(k) Plan Notes to Financial Statements December 31, 2002 and 2001 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 Plan's 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. Effective January 2001, the plan was amended to reduce the hours of required service to become eligible. Salaried employees are eligible for the Plan on the first business day of the calendar quarter coincident with or following their date of hire. Additionally, hourly employees are eligible for the Plan on the first business day of the month coincident with or next following the completion of ninety consecutive days of employment with the Corporation in which the employee is credited with at least 180 hours of credited service. If an hourly employee fails to be credited with at least 180 hours of credited service in the first ninety days of employment, he shall commence participation in the Plan on the first day of the month following any calendar quarter in which he is credited with at least 180 hours of credited service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). In 2002 and 2001, participants were able to contribute up to 50% of their annual salary, not to exceed the annual IRS limitation of the current year ($11,000 and $10,500 for 2002 and 2001, respectively). On an after-tax basis employees may contribute 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 Corporation's 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. 4 Citizens Banking Corporation Amended And Restated Section 401(k) Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) Participants may borrow from their fund accounts a minimum of $1,000 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 the prime rate plus 1%. Principal and interest is paid ratably through bi-weekly payroll deductions. 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 expenses 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. Prior year amounts may have been reclassified to conform with current year presentation. 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 shares of registered investment companies are valued at quoted market prices which represent the net asset values of shares held by the Plan at year-end. The participant loans are valued at their outstanding balances, which approximate fair value. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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. 5 Citizens Banking Corporation Amended And Restated Section 401(k) Plan Notes to Financial Statements (continued) 3. INVESTMENTS During the year ended December 31, 2002, the Plan's 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: Common stock: Citizens Banking Corporation $ (11,694,874) Mutual funds (15,030,984) ---------------- $ (26,725,858) ================
Investments that represent 5% or more of fair value of the Plan's net assets are as follows:
DECEMBER 31 2002 2001 ------------------------------- **Citizens Banking Corporation Common Stock $34,788,747 $53,431,089 **Golden Oak Prime Obligation Class A 8,901,205 9,602,155 **Golden Oak Value Portfolio Fund * 7,215,613 **Golden Oak Diversified Growth Fund * 7,097,946 Invesco Balanced Fund 12,477,960 18,368,816 Janus Advisor International Retirement Class Fund * 7,908,996 **Golden Oak Intermediate Income Fund 8,370,170 * **Golden Oak Small Capital Value Fund 6,063,568 *
*Investment does not represent 5% or more of fair value of the Plan's net assets. **Party-in-interest. 6 Citizens Banking Corporation Amended And Restated Section 401(k) Plan Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) 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. The following is a summary of transactions (at cost) with parties-in-interest:
CITIZENS BANKING GOLDEN OAK GOLDEN OAK GOLDEN OAK GOLDEN OAK GOLDEN OAK GOLDEN OAK CORP. COMMON PRIME OBLIGATION VALUE PORTFOLIO DIVERSIFIED INTERMEDIATE SMALL CAPITAL INTERNATIONAL STOCK CLASS A FUND GROWTH FUND INCOME FUND FUND EQUITY FUND ------------------------------------------------------------------------------------------------------- Balance at January 1, 2002 $35,042,832 $ 5,217,709 $ 7,869,668 $13,660,135 $5,619,133 $ 4,769,404 $ 142,651 Purchases in 2001 6,325,323 10,920,249 2,347,801 2,179,166 2,873,695 2,793,165 332,141 Sales in 2001 11,377,048 6,535,802 1,610,292 3,522,996 1,810,669 1,345,462 46,693 -------------------------------------------------------------------------------------------------------- Balance at December 31 , 29,991,107 9,602,155 8,607,177 12,316,305 6,682,159 6,217,107 428,099 2001 Purchases in 2002 5,683,738 9,496,113 1,492,895 1,882,878 3,271,156 3,043,766 820,627 Sales in 2002 8,587,276 10,053,041 2,177,726 3,881,446 2,068,765 1,827,777 386,509 Balance at December 31, -------------------------------------------------------------------------------------------------------- 2002 $27,087,569 $ 8,901,205 $ 7,922,346 $10,317,737 $7,884,550 $ 7,433,096 $ 862,217 ========================================================================================================
4. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated August 22, 2002 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. 7 Citizens Banking Corporation Amended And Restated Section 401(k) Plan Notes to Financial Statements (continued) 5. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500 The following is a reconciliation of assets available for benefits per the financial statements to the Form 5500:
DECEMBER 31 2002 2001 --------------------------------- Net assets available for benefits per the financial statements $113,943,654 $139,555,835 Amounts allocated to withdrawn participants (59,422) (801,374) --------------------------------- Net assets available for benefits per the $113,884,232 $138,754,461 Form 5500 =================================
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
YEAR ENDED DECEMBER 31, 2002 ---------------- Benefits paid to participants per the financial $ 12,890,930 statements Add: amounts allocated on Form 5500 to withdrawn 59,422 withdrawn participants at December 31, 2002 Less: amounts allocated on Form 5500 to (801,374) withdrawn participants at December 31, 2001 ----------------- Benefits paid to participants per the Form 5500 $ 12,148,978 =================
Amounts allocated to withdrawn participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to year-end but not yet paid. 8 Supplemental Schedule Citizens Banking Corporation Amended and Restated Section 401(k) Plan EIN: 38-2378932 Plan Number: 002 Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year) December 31, 2002
DESCRIPTION OF INVESTMENT INCLUDING MATURITY DATE, RATE OF IDENTITY OF ISSUE, BORROWER, INTEREST, COLLATERAL, PAR OR CURRENT LESSOR OR SIMILAR PARTY MATURITY VALUE COST VALUE - ----------------------------------------------------------------------------------------------------------------- Common Stock: *Citizens Banking Corporation 1,425,978 Shares $ 34,788,747 ------------- Total Common Stock 34,788,747 Mutual Funds: *Golden Oak Diversified Growth Fund 776,584 Units 4,830,355 *Golden Oak Intermediate Income Fund 804,051 Units 8,370,170 *Golden Oak Value Portfolio Fund 874,515 Units 5,631,877 *Golden Oak Small Capital Fund 701,802 Units 6,063,568 *Golden Oak International Equity Fund 124,647 Units 725,447 AIM Mid-Cap Equity Fund 101,604 Units 2,151,981 American Balanced Fund 30,479 Units 439,503 American Growth Fund 222,535 Units 4,110,222 American Washington Mutual Investors Fund 15,852 Units 372,691 Berger Mid-Cap Value Fund 176,216 Units 2,592,134 Fidelity Advisor Mortgage Securities Fund 374,910 Units 4,217,738 Fidelity Advisor Small Cap Fund T 12,819 Units 183,699 *Invesco Small Company Growth Fund 502,941 Units 4,189,502 *Invesco Balanced Fund 1,040,697 Units 12,477,960 Janus Advisor International Retirement 304,363 Units Class Fund 5,530,271 State Street Global Advisors S&P 500 334,627 Units Index Fund 4,855,437 Templeton Foreign Fund 18,311 Units 152,163 ------------- Total Mutual Funds 66,894,718 Money Market Account: *Golden Oak Prime Obligation Class A $8,901,205 principal amount 8,901,205 ------------- Total Money Market Account 8,901,205 *Participant Loans Interest rate range: 5.25% - 10.5%; with various maturity dates $ - 3,358,984 =========== ------------- $ 113,943,654 =============
*PARTY-IN-INTEREST. 9 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, 2003 /s/Marilyn K. Allor -------------------- ----------------------------------- Marilyn K. Allor Chairman, Pension/401(k) Administration Committee /s/Kurt A. Schulze ----------------------------------- Kurt A. Schulze Secretary, Pension/401(k) Administration Committee 15 EXHIBIT INDEX The following documents are filed as part of this report. Exhibits not required for this report have been omitted. Citizens' Commission file number is 000-10535. Exhibit No. Exhibit - ----------- ------------------------------------------------------------------- 23 Consent of Independent Auditors 99.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 99.2 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 16 EX-23 3 k77936exv23.txt CONSENT OF INDEPENDENT ACCOUNTANT EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-09455 dated August 2, 1996) pertaining to the Citizens Banking Corporation Amended and Restated Section 401(k) Plan of our report dated June 20, 2003, with respect to the financial statements and schedule of Citizens Banking Corporation included in the annual report (Form 11-K) for the year ended December 31, 2002. /s/ Ernst & Young Detroit, Michigan June 20, 2003 EX-99.1 4 k77936exv99w1.txt CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Citizens Banking Corporation Amended and Restated Section 401(k) Plan (the "Plan") on Form 11-K for the period ending December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, William R. Hartman, Chief Executive Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: (1) The Report fully complies with the requirements of Sections 13(a) and 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan. Dated: June 25, 2003 /s/ William R. Hartman ---------------------- William R. Hartman Chief Executive Officer A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. EX-99.2 5 k77936exv99w2.txt CERTIFICATION OF THE CHIEF FINANCIAL OFFICER EXHIBIT 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Citizens Banking Corporation Amended and Restated Section 401(k) Plan (the "Plan") on Form 11-K for the period ending December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Charles D. Christy, Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: (1) The Report fully complies with the requirements of Sections 13(a) and 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan. Dated: June 25, 2003 /s/ Charles D. Christy ---------------------- Charles D. Christy Chief Financial Officer A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----