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
D & N FINANCIAL CORPORATION
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(Exact name of Registrant as specified in its Charter)
DELAWARE 333-50319 34-2790646
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) No.)
400 Quincy Street, Hancock, Michigan 49930
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (906) 482-2700
N/A
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(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 board 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
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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 Exhcange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
D&N FINANCIAL CORPORATION
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(Registrant)
Date: December 4, 1998 BY: /s/ Kenneth R. Janson
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Kenneth R. Janson
Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
EXHIBIT INDEX
Exhibit No. Description
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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.