SEC Comment Letter for CITIZENS BANKING CORP (CIK 0000351077) — Dec 16, 2005
CITIZENS BANKING CORP (CIK 0000351077)
Date: Dec. 16, 2005 · CIK: 0000351077 · Accession: 0000000000-05-062621
AI Filing Summary & Sentiment
File numbers found in text: 000-10535
Letter
Mail Stop 4561 December 16, 2005 By U.S. Mail and Facsimile to (810) 766-6938 Charles D. Christy Executive Vice President and Chief Financial Officer Citizens Banking Corporation 328 S. Saginaw Street Flint, Michigan 48502
Re: Citizens Banking Corporation Form 10-K for Fiscal Year Ended December 31, 2004 Filed March 16, 2005 File No. 000-10535
Dear Mr. Christy:
We have reviewed your filing and have the following comments. We have limited our review to the issues raised in our comments. Where indicated, we think you should revise your future filings in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Financial Statements Note 3. Recent Transactions, page 67
1. We note that in 2004 you sold your subsidiary bank, which was not accounted for or presented as discontinued operations. Please revise to clarify how you have considered the accounting guidance in paragraphs 41 to 48 of SFAS 144 to conclude that discontinued operations presentation is not appropriate.
Note 5. Investment Securities, page 70
2. Please revise to provide the disclosure requirements of EITF 03-1 for all periods for which you present a balance sheet. Provide us this disclosure for the period ended December 31, 2003. Also, tell us the specific nature of securities sold in 2003 and 2004. A schedule of these sales that reconciles to the changes in your balance sheets, income statements and statements of cash flows would be helpful.
Note 12. Long Tern Debt, page 75
3. We note that you are utilizing an amortization period of 5 years for the debt issuance costs of trust preferred securities, instead of the contractual life of these securities. Please revise to quantify the dollar amount of debt issuance costs that have been deferred and to clarify your rationale for the use of a 5 year amortization period, including the authoritative literature you relied on in determining the appropriateness of your accounting.
Please respond to these comments within 10 business days or tell us when you will provide us with a response. Please furnish a cover letter with your response that keys your responses to our comments and provide drafts of the intended revisions to be made in future filings. Detailed cover letters greatly facilitate our review. Please file your response on EDGAR. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the disclosure in the filing;
* staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
You may contact Margaret Fitzgerald at (202) 551-3556 or me at (202) 551-3851 with any questions.
Sincerely,
Paul Cline
Senior Accountant
Show Raw Text
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Mail Stop 4561
December 16, 2005
By U.S. Mail and Facsimile to (810) 766-6938
Charles D. Christy
Executive Vice President and Chief Financial Officer
Citizens Banking Corporation
328 S. Saginaw Street
Flint, Michigan 48502
Re: Citizens Banking Corporation
Form 10-K for Fiscal Year Ended December 31, 2004
Filed March 16, 2005
File No. 000-10535
Dear Mr. Christy:
We have reviewed your filing and have the following
comments.
We have limited our review to the issues raised in our comments.
Where indicated, we think you should revise your future filings in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Financial Statements
Note 3. Recent Transactions, page 67
1. We note that in 2004 you sold your subsidiary bank, which was
not
accounted for or presented as discontinued operations. Please
revise
to clarify how you have considered the accounting guidance in
paragraphs 41 to 48 of SFAS 144 to conclude that discontinued
operations presentation is not appropriate.
Note 5. Investment Securities, page 70
2. Please revise to provide the disclosure requirements of EITF
03-1
for all periods for which you present a balance sheet. Provide us
this disclosure for the period ended December 31, 2003. Also,
tell
us the specific nature of securities sold in 2003 and 2004. A
schedule of these sales that reconciles to the changes in your
balance sheets, income statements and statements of cash flows
would
be helpful.
Note 12. Long Tern Debt, page 75
3. We note that you are utilizing an amortization period of 5
years
for the debt issuance costs of trust preferred securities, instead
of
the contractual life of these securities. Please revise to
quantify
the dollar amount of debt issuance costs that have been deferred
and
to clarify your rationale for the use of a 5 year amortization
period, including the authoritative literature you relied on in
determining the appropriateness of your accounting.
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please
furnish a
cover letter with your response that keys your responses to our
comments and provide drafts of the intended revisions to be made
in
future filings. Detailed cover letters greatly facilitate our
review.
Please file your response on EDGAR. Please understand that we may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Margaret Fitzgerald at (202) 551-3556 or me
at
(202) 551-3851 with any questions.
Sincerely,
Paul Cline
Senior Accountant
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Charles D. Christy
Citizens Banking Corporation
December 16, 2005
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