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) November
7, 1997
Republic Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Kentucky 33-77324 61-0862051
(State or other
jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
601 West Market Street, Louisville, Kentucky 40202
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (502)584-3600
Not Applicable
(Former name or former address, if changed since last report)
Item 2. Disposition of Assets
During 1997, Republic elected to focus its resources on its North Central and
Central Kentucky markets. As a result of this decision, management
aggressively pursued opportunities to sell certain fixed assets and deposits
of its Western Kentucky banking centers, with the exception of Owensboro.
Republic's Western Kentucky assets contracted for sale include banking
centers in the cities of Murray, Benton, Paducah, and Mayfield. These banking
centers are comprised of approximately $180 million in deposits and
approximately $3.7 million in fixed assets. Republic will retain
substantially all of the loan portfolio associated with these banking centers
in the amount of approximately $155 million.
The pricing and other terms of these asset dispositions were arrived at
through arms-length negotiations with various potentially interested parties.
In addition to comparing offers, management evaluated terms offered by
prospective purchasers to information regarding pricing of similar
transactions. To the extent the purchase price in a transaction is less than
the deposit liabilities being assumed by the purchaser, the transaction
involves a cash payment by Republic to the purchaser. Management has funded
the closed transactions with additional deposits at its existing banking
centers, liquidation of available for sale investment securities and
additional advances from the Federal Home Loan Bank (FHLB).
On April 1, 1997, Republic entered into an agreement to sell its Murray
banking center to United Commonwealth Bank, FSB. The transaction included the
sale of real estate located in Murray, Kentucky, certain fixed assets, and a
transfer of certain deposit liabilities totaling approximately $18 million.
The transaction was closed on July 30, 1997 and Republic recognized a pre-tax
gain of approximately $1.7 million.
On July 21, 1997, Republic entered into an agreement to sell its Benton
banking center to The Peoples First National Bank and Trust Company of
Paducah. The transaction included the sale of real estate located in Benton,
Kentucky, certain fixed assets, and a transfer of certain deposit liabilities
totaling approximately $31 million. The transaction was closed on September
23, 1997 and Republic recognized a pre-tax gain of approximately $2.2
million.
On July 18, 1997, Republic entered into an agreement to sell its Paducah
banking centers to The Paducah Bank and Trust Company. The transaction
included the sale and lease of real estate located in Paducah, Kentucky,
certain fixed assets, and a transfer of certain deposit liabilities totaling
approximately $65 million. The transaction was closed on November 7, 1997 and
Republic recognized a pre-tax gain of approximately $3.6 million. The sale
was funded by maturing investment securities and overnight fed funds.
Republic also increased its borrowings from the FHLB by $36 million in order
to fund the remaining portion of the sale.
Republic has also entered into a contract to sell its Mayfield banking center
to First Federal Savings Bank of Leitchfield. The transaction will include
the sale of real estate located in Mayfield, Kentucky, certain fixed assets,
and a transfer of certain deposit liabilities totaling approximately $65
million. The Mayfield transaction is contingent upon regulatory approval and
is expected to close during the first quarter of 1998. Management anticipates
that Republic will realize a gain of approximately $2.0 to $4.0 million on
this transaction. Such gain will be dependent upon the attributes and the
amount of the liabilities assumed by the purchasers at closing. Republic
anticipates that it will fund this transaction through additional advances
from the FHLB.
While none of these transactions individually involves the disposition of
a significant amount of assets, with the closing of the sale of the Paducah
banking center on November 7, 1997, these transactions collectively involved
the disposition of a significant amount of Republic's total assets.
ITEM 7. FINANCIAL STATEMENTS AND PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
b. Pro Forma Consolidated Financial Statements (unaudited)Republic
Bancorp, Inc..
At the time this Form 8-K is being filed, it is impracticable for Republic
to provide the required pro forma financial statements. The required pro
forma financial statements will be filed no later than sixty (60) days
after the date this Form 8-K is filed with the Securities and Exchange
Commission.
c. The exhibits furnished as a part of Form 8-K are identified in, and
immediately follow, the Exhibit Index appearing on page 4 of this report.
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.
Republic Bancorp, Inc.
(Registrant)
Principal Executive Officer:
Date: November 21, 1997 /s/Bernard M. Trager
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Bernard M. Trager
Chairman and Chief
Executive Officer
Principal Financial Officer:
Date: November 21, 1997 /s/Mark A. Vogt
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Mark A. Vogt
Senior Vice President,
Chief Financial Officer
EXHIBIT INDEX
Exhibit Description
2.1 Agreement to Purchase Assets and Assume Liabilities dated
April 1, 1997 by and between United Commonwealth Bank, FSB and
Republic Bank & Trust Company
2.2 Purchase and Assumption Agreement dated July 18, 1997 between
The Paducah Bank & Trust Company and Republic Bank & Trust
Company
2.3 Purchase and Assumption Agreement dated July 21, 1997 between
Peoples First National Bank & Trust Company and Republic
Bank & Trust Company
2.4 Purchase and Assumption Agreement dated September 12, 1997
between First Federal Savings Bank of Leitchfield and Republic
Bank & Trust Company