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): December 1, 1998
REPUBLIC BANCORP INC.
(Exact name of registrant as specified in its charter)
Michigan 0-15734 38-2604669
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1070 East Main Street, Owosso, Michigan 48867
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (517) 725-7337
N/A
(Former name or former address, if changed since last report)
Item 5. OTHER EVENTS
On December 1, 1998, Republic Bancorp Inc. ("Registrant") and
D&N Financial Corporation ("D&N Financial") entered into an
Agreement and Plan of Merger ("Merger Agreement"). Pursuant to the
Merger Agreement, D&N Financial will merge with and into the
Registrant, whereby the Registrant will be the surviving
corporation ("Merger"). At the effective time of the Merger, each
share of D&N Financial issued and outstanding common stock will be
converted into 1.82 shares of the Registrant's common stock (or
cash in lieu of fractional shares otherwise deliverable in respect
thereof). The Merger has been structured as a tax-free exchange of
shares and is to be accounted for as a pooling-of-interests. The
Merger, which was approved by the boards of directors of both
companies, is subject to normal regulatory approvals and the
approval of the shareholders of both companies.
Simultaneously with the execution of the Merger Agreement,
the Registrant also entered into a Stock Option Agreement with D&N
Financial. Pursuant to the terms and conditions set forth in the
Stock Option Agreement, D&N Financial granted the Registrant an
option to acquire up to 1,823,837 fully paid and nonassessable
shares of D&N Financial common stock at a price per share of
$21.625, exercisable under certain circumstances. The Merger and
Stock Option Agreements are attached as Exhibit 2.1 and Exhibit
2.2, respectively, hereto, and are incorporated herein by
reference.
A copy of the press release, dated December 1, 1998, jointly
issued by Republic Bancorp Inc. and D&N Financial Corporation
describing the merger is attached as Exhibit 99.1 hereto and is
incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) Exhibits:
Exhibit No. Description
----------- -----------
2.1 Agreement and Plan of Merger, dated as of
December 1, 1998, by and between D&N
Financial Corporation, a Delaware
corporation, and Republic Bancorp Inc., a
Michigan corporation.
2.2 Stock Option Agreement, dated as of December
1, 1998, between Republic Bancorp Inc., a
Michigan corporation, as grantee, and D&N
Financial Corporation, a Delaware
corporation, as issuer.
99.1 Press Release, dated December 1, 1998.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
REPUBLIC BANCORP INC.
(Registrant)
Date: December 4, 1998 BY: /s/ Thomas F. Menacher
-----------------------
Thomas F. Menacher
Senior Vice President, Treasurer and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
2.1 Agreement and Plan of Merger, dated as of
December 1, 1998, by and between D&N
Financial Corporation, a Delaware
corporation, and Republic Bancorp Inc., a
Michigan corporation.
2.2 Stock Option Agreement, dated as of December
1, 1998, between Republic Bancorp Inc., a
Michigan corporation, as grantee, and D&N
Financial Corporation, a Delaware
corporation, as issuer.
99.1 Press Release, dated December 1, 1998.