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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendement No. 1)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934 [No Fee Required]
For the Fiscal Year Ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No Fee Required]
For the Transition Period From __________ to ___________
Commission File Number: 0-15734
REPUBLIC BANCORP INC.
(Exact name of registrant as specified in its charter)
Michigan 38-2604669
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $5.00 Par Value
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No __
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
The aggregate market value of the Registrant's common stock held by
non-affiliates, based on the closing price on March 6, 1998 of $19.00, was
$313.8 million.
Number of shares of Registrant's common stock outstanding
as of March 6, 1998: 18,678,846
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of Registrant's definitive proxy statement dated March 18, 1998
("1998 Proxy Statement") filed with the Commission (Part III).
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INDEPENDENT AUDITORS' REPORT
Board of Directors
Republic Bancorp Inc.
We have audited the accompanying consolidated balance sheet of Republic
Bancorp Inc. (the "Company") as of December 31, 1996, and the related
statements of operations, stockholders' equity, and cash flows for each of
the two years in the period ended December 31, 1996. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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, such financial statements present fairly, in all material
respects, the financial position of the Company at December 31, 1996 and the
results of its operations and its cash flows for each of the two years in the
period ended December 31, 1996 in conformity with generally accepted
accounting principles.
As discussed in Note 2 to the financial statements, effective April 1, 1995,
the Company changed its method of accounting for mortgage servicing rights.
Deloitte & Touche LLP
Detroit, Michigan
January 16, 1997
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statements No.
33-55336, 33-55304, 33-62508 and 333-26515 on Form S-8 and 33-61842 on Form
S-3, of Republic Bancorp Inc. of our report dated January 16, 1997, appearing
in this Annual Report on Form 10-K/A of Republic Bancorp Inc. for the year
ended December 31, 1997.
Deloitte & Touche LLP
Detroit, Michigan
March 1, 1999
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on the 2nd day
of March 1999.
REPUBLIC BANCORP INC.
By: /s/ JERRY D. CAMPBELL
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Jerry D. Campbell
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the
registrant and in the capacities indicated, on the 2nd day of March 1999.
Signature Title Date
--------- ----- ----
/s/ JERRY D. CAMPBELL Chairman of the Board and March 2, 1999
- ----------------------- Chief Executive Officer
Jerry D. Campbell
/s/ THOMAS F. MENACHER Senior Vice President, Treasurer March 2, 1999
- ----------------------- and Chief Financial Officer
Thomas F. Menacher (Principal Financial Officer and
Principal Accounting Officer
DIRECTORS *
Dana M. Cluckey Howard J. Hulsman Sam H. McGoun George B. Smith
Bruce L. Cook Gary Hurand Kelly E. Miller Jeoffrey K. Stross
Richard J. Cramer Dennis J. Ibold Joe D. Pentecost
George A. Eastman John J. Lennon
* By: /s/ THOMAS F. MENACHER
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Attorney in Fact