Item 2.02. Results of Operations and Financial Condition.
On July 20, 2006, Citizens Banking Corporation ("Citizens") issued a press
release announcing earnings for the second quarter of 2006 and certain other
information. The full text of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
The information furnished in this Item 2.02 shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that Section, nor shall such information
be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended.
Item 8.01. Other Events.
(a) See press release attached as Exhibit 99.1 hereto.
(b) Cautionary Factors.
Safe Harbor Statement
Discussions in the attached press release and information provided pursuant
to Item 2.02 that are not statements of historical fact (including statements
that include terms such as "will," "may," "should," "believe," "expect,"
"anticipate," "estimate," "intend," and "plan") are forward-looking statements
that involve risks and uncertainties, and Citizens' actual future results could
materially differ from those discussed. Factors that could cause or contribute
to such differences include, without limitation, adverse changes in Citizens'
loan and lease portfolios resulting in credit risk-related losses and expenses
(including losses due to fraud, Michigan automobile-related industry changes and
shortfalls, and other economic factors) as well as additional increases in the
allowance for loan losses; fluctuations in market interest rates, the effects on
net interest income of changes in Citizens' interest rate risk position and the
potential inability to hedge interest rate risks economically; adverse changes
in economic or financial market conditions and the economic effects of terrorist
attacks and potential attacks; Citizens' potential inability to continue to
attract core deposits; Citizens' potential inability to continue to obtain third
party financing on favorable terms; adverse changes in competition, pricing
environments or relationships with major customers; unanticipated expenses and
payments relating to litigation brought against Citizens from time to time;
Citizens' potential inability to adequately invest in and implement products and
services in response to technological changes; adverse changes in applicable
laws and regulatory requirements; the potential lack of market acceptance of
Citizens' products and services; changes in accounting and tax rules and
interpretations that negatively impact results of operations or financial
position; the potential inadequacy of Citizens' business continuity plans or
data security systems; the potential failure of Citizens' external vendors to
fulfill their contractual obligations to Citizens; Citizens' potential inability
to integrate acquired operations; unanticipated environmental liabilities or
costs; impairment of the ability of the banking subsidiaries to pay dividends to
the holding company parent; the potential circumvention of Citizens' controls
and procedures; Citizens' success in managing the risks involved in the
foregoing; and other risks and uncertainties detailed from time to time in its
filings with the Securities and Exchange Commission ("SEC"). Other factors not
currently anticipated may also materially and adversely affect Citizens' results
of operations. There can be no assurance that future results will meet
expectations. While Citizens believes that the forward-looking statements in
this release are reasonable, you should not place undue reliance on any
forward-looking statement. In addition, these statements speak only as of the
date made. Citizens does not undertake, and expressly disclaims any obligation
to update or alter any statements, whether as a result of new information,
future events or otherwise, except as required by applicable law.
Additional Information
In connection with the proposed merger, Citizens and Republic Bancorp Inc.
("Republic") will file a joint proxy statement/prospectus with the SEC.
Investors and security holders are advised to read the joint proxy
statement/prospectus when it becomes available because it will contain important
information. Investors and security holders may obtain a free copy of the joint
proxy statement/prospectus (when available) and other documents filed by
Citizens and Republic with the SEC at the SEC's website at http://www.sec.gov.
Free copies of the joint proxy statement/prospectus (when available) and each
company's other filings with the SEC may also be obtained by accessing Citizens'
website at http://www.citizensonline.com under the Investor Relations section or
by accessing Republic's website at http://www.republicbancorp.com under the
Investor Relations section.
Citizens and Republic and their respective directors, executive officers and
other members of their management may be soliciting proxies from their
respective shareholders in favor of the merger. Information concerning persons
who may be considered participants in the solicitation of Citizens' shareholders
under the rules of the SEC is set forth in the Proxy Statement filed by Citizens
with the SEC on March 22, 2006, and information concerning persons who may be
considered participants in the solicitation of Republic's shareholders under the
rules of the SEC is set forth in the Proxy Statement filed by Republic with the
SEC on March 14, 2006. Additional information regarding the interests of those
participants and other persons who may be deemed participants in the transaction
may be obtained by reading the joint proxy statement/prospectus regarding the
proposed merger when it becomes available. You may obtain free copies of these
documents as described above.
This communication shall not constitute an offer to sell or the solicitation
of an offer to buy securities, nor shall there be any sale of securities in any
jurisdiction in which such solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of such jurisdiction.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
Exhibit 99.1 Press Release, dated July 20, 2006.
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