SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
Annual Report Pursuant to Section 15(d)
of the Securities Exchange Act of 1934
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[ X ] Annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934.
For the fiscal year ended December 31, 1993.
OR
[ ] Transition report pursuant to Section 15(d)
of the Securities Exchange Act of 1934.
For the transition period from
_____________ to _____________.
Commission file number of the issuer: 0-15734
REPUBLIC BANCORP INC.
TAX-DEFERRED SAVINGS PLAN AND TRUST
(Full title of plan)
REPUBLIC BANCORP INC.
1070 East Main Street
Owosso, Michigan 48867
(Name of the issuer and address of
its principal executive office)
REQUIRED INFORMATION
Items 1-3. Financial Statements
Not applicable.
Item 4. ERISA Financial Statements
The attached financial statements and schedules, which are hereby
incorporated by reference by the Republic Bancorp Inc. Tax-Deferred
Savings Plan and Trust (the "Plan"), have been prepared in accordance
with the financial reporting requirements of ERISA:
Financial statements for the years ended December 31, 1993 and
1992, Supplemental Schedules for the year ended December 31,
1993, and Independent Auditors' Report dated June 24, 1994.
Attached as Exhibit 23 is a written consent of Deloitte & Touche,
independent auditors for the Plan.
REPUBLIC BANCORP INC.
TAX DEFERRED SAVINGS PLAN
Financial Statements for the
Years Ended December 31, 1993 and 1992.
Supplemental Schedules for the
Year Ended December 31, 1993, and
Independent Auditors' Report
REPUBLIC BANCORP INC. TAX DEFERRED SAVINGS PLAN
Table of Contents
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Page #
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INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992:
Statements of Net Assets Available for Benefits 2-3
Statements of Changes in Net Assets Available for Benefits 4-5
Notes to Financial Statements 6-9
Signatures 10
SUPPLEMENTAL SCHEDULES FOR THE YEAR ENDED DECEMBER 31, 1993:
Item 27a - Schedule of Assets Held for Investment Purposes Included
Item 27b - Schedule of Loans or Fixed Income Not required
Item 27c - Schedule of Leases in Default or Classified as
Uncollectible Not required
Item 27d - Schedule of Reportable Transactions Included
Items 27e and 27f - Schedule of Non-Exempt Transactions Not required
INDEPENDENT AUDITORS' REPORT
To the Trustees and Participants of
Republic Bancorp Inc. Tax Deferred Savings Plan
Owosso, Michigan
We have audited the accompanying statements of net assets available for
benefits of Republic Bancorp Inc. Tax Deferred Savings Plan as of
December 31, 1993 and 1992, and the related statements of changes in net
assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan'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 net assets available for benefits of the Plan at December
31, 1993 and 1992, and the changes in net assets available for benefits
for the years then ended in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental information
by fund is presented for the purpose of additional analysis of the basic
financial statements rather than to present information regarding the net
assets available for benefits and changes in net assets available for
benefits of the individual funds, and is not a required part of the basic
financial statements. This supplemental information is the responsibility
of the Plan's management. Such supplemental information by fund has been
subjected to the auditing procedures applied in our audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects when considered in relation to the basic financial statements
taken as a whole.
DELOITTE & TOUCHE
Detroit, Michigan
June 24, 1994
1
REPUBLIC BANCORP INC. TAX DEFERRED SAVINGS PLAN
Statement of Net Assets Available for Benefits
As of December 31, 1993
SUPPLEMENTARY INFORMATION
------------------------------------------------------------------------------------------
Equi- Equi- Equi-
Equi- Equi- table table table
Republic Cash/ table table Common Fixed Money
Bond Equity Stock Loan Aggressive Balanced Stock Income Market
Combined GIC Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund
---------- -------- -------- -------- ---------- -------- ------- ------- -------- -------- -------
INVESTMENTS AT FAIR VALUE
(Notes 2 and 4):
Cash and cash equivalents $ 124,245 $ 14,107 $ 11,223 $ 30,254 $ 15,905 $ 2,295 $50,461
Common stocks:
Short-term investments 735,385 511,232 $62,844 $44,961 $115,329 $ 1,019
Republic Bancorp Inc.
(182,324 shares) 2,506,955 2,506,955
Corporate bonds 1,274,692 632,160 251,786 390,746
Accrued investment income 35,891 2,977 1,340 645 10,979 6,463 441 4,847 8,060 139
Loans to participants 109,869 109,869
---------- -------- -------- -------- ---------- -------- ------- ------- -------- -------- -------
Total investments 4,787,037 649,244 264,349 542,131 2,533,839 112,164 69,307 45,402 120,176 399,825 50,600
---------- -------- -------- -------- ---------- -------- ------- ------- -------- -------- -------
OTHER ASSETS:
Contributions:
Receivable from employer 34,745 34,745
Due from participants 117,248 18,667 11,723 25,869 46,068 14,921
---------- -------- -------- -------- ---------- -------- ------- ------- -------- -------- -------
Total other assets 151,993 18,667 11,723 25,869 80,813 14,921
---------- -------- -------- -------- ---------- -------- ------- ------- -------- -------- -------
Total assets 4,939,030 667,911 276,072 568,000 2,614,652 127,085 69,307 45,402 120,176 399,825 50,600
---------- -------- -------- -------- ---------- -------- ------- ------- -------- -------- -------
NET ASSETS AVAILABLE FOR
BENEFITS $4,939,030 $667,911 $276,072 $568,000 $2,614,652 $127,085 $69,307 $45,402 $120,176 $399,825 $50,600
========== ======== ======== ======== ========== ======== ======= ======= ======== ======== =======
2
REPUBLIC BANCORP INC. TAX DEFERRED SAVINGS PLAN
Statement of Net Assets Available for Benefits
As of December 31, 1992
SUPPLEMENTARY INFORMATION
-----------------------------------------------------
Republic Cash/
Bond Equity Stock Loan
Combined GIC Fund Fund Fund Fund Fund
---------- -------- ------- -------- ---------- --------
INVESTMENTS AT FAIR VALUE
(Notes 2 and 4):
Cash and cash equivalents $ 34,660 $ 4,882 $ 4,560 $ 6,138 $ 13,972 $ 5,108
Common stocks:
Short-term investments 217,689 217,689
Republic Bancorp Inc.
(141,426 shares) 1,542,832 1,542,832
Corporate bonds 482,942 406,662 76,280
Loans to participants 138,003 138,003
---------- -------- ------- -------- ---------- --------
Total investments 2,416,126 411,544 80,840 223,827 1,556,804 143,111
---------- -------- ------- -------- ---------- --------
OTHER ASSETS:
Contributions
Receivable from employer 7,200 7,200
---------- -------- ------- -------- ---------- --------
Total other assets 7,200 - - - 7,200 -
---------- -------- ------- -------- ---------- --------
Total assets 2,423,326 411,544 80,840 223,827 1,564,004 143,111
---------- -------- ------- -------- ---------- --------
Due to (from) participants 33,207 (4,400) (2,159) (35) 10,684 29,117
---------- -------- ------- -------- ---------- --------
Total liabilities 33,207 (4,400) (2,159) (35) 10,684 29,117
---------- -------- ------- -------- ---------- --------
NET ASSETS AVAILABLE FOR
BENEFITS $2,390,119 $415,944 $82,999 $223,862 $1,553,320 $113,994
========== ======== ======= ======== ========== ========
3
REPUBLIC BANCORP INC. TAX DEFERRED SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 1993
SUPPLEMENTARY INFORMATION
------------------------------------------------------------------------------------------
Equi- Equi- Equi-
Equi- Equi- table table table
Republic Cash/ table table Common Fixed Money
Bond Equity Stock Loan Aggressive Balanced Stock Income Market
Combined GIC Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund
---------- -------- -------- -------- ---------- -------- ------- ------- -------- -------- -------
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Investment income:
Interest $ 101,980 $ 29,932 $ 11,508 $ 821 $ 5,095 $ 8,159 $ 4,646 $ 18,896 $ 19,928 $ 2,995
Dividends 37,008 5,533 31,475
Net appreciation in
market value of
investments 509,526 828 3,123 504,964 611
Transfers among funds 0 (30,156) 6,764 19,929 3,463
Interest on loans to
participants 10,405 3,255 1,463 3,446 2,132 109
Assets from Premier
(Note 1) 633,350 61,148 40,756 101,812 382,029 47,605
---------- -------- -------- -------- ---------- -------- ------- ------- -------- -------- -------
Total 1,292,269 3,031 20,563 32,852 547,129 69,307 45,402 120,708 402,677 50,600
---------- -------- -------- -------- ---------- -------- ------- ------- -------- -------- -------
Contributions:
Participants 1,086,428 262,702 179,973 347,388 296,365
Employer - net of
forfeitures 316,522 7,905 308,617
---------- -------- -------- -------- ---------- -------- ------- ------- -------- -------- -------
Total 1,402,950 270,607 179,973 347,388 604,982
---------- -------- -------- -------- ---------- -------- ------- ------- -------- -------- -------
Total additions 2,695,219 273,638 200,536 380,240 1,152,111 69,307 45,402 120,708 402,677 50,600
---------- -------- -------- -------- ---------- -------- ------- ------- -------- -------- -------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Benefits paid to
participants (161,864) (57,617) (4,267) (21,835) (75,129) - - - (532) (2,484) -
Net transfers to (from)
fund for loans to
participants 15,556 35,946 (3,196) (14,267) (15,650) 13,091 (368)
---------- -------- -------- -------- ---------- -------- ------- ------- -------- -------- -------
Total deductions (146,308) (21,671) (7,463) (36,102) (90,779) 13,091 - - (532) (2,852) -
---------- -------- -------- -------- ---------- -------- ------- ------- -------- -------- -------
NET INCREASE 2,548,911 251,967 193,073 344,138 1,061,332 13,091 69,307 45,402 120,176 399,825 50,600
NET ASSETS AVAILABLE FOR
BENEFITS:
Beginning of year 2,390,119 415,944 82,999 223,862 1,553,320 113,994
---------- -------- -------- -------- ---------- -------- ------- ------- -------- -------- -------
End of year $4,939,030 $667,911 $276,072 $568,000 $2,614,652 $127,085 $69,307 $45,402 $120,176 $399,825 $50,600
========== ======== ======== ======== ========== ======== ======= ======= ======== ======== =======
4
REPUBLIC BANCORP INC. TAX DEFERRED SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 1992
SUPPLEMENTARY INFORMATION
-----------------------------------------------------
Republic Cash/
Bond Equity Stock Loan
Combined GIC Fund Fund Fund Fund Fund
---------- -------- ------- -------- ---------- --------
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Investment income:
Interest $ 40,384 $ 28,966 $ 3,632 $ 516 $ 7,270
Dividends 19,246 3,601 15,645
Net appreciation in market
value of investments 707,577 1,485 8,878 697,214
Transfers among funds (11,122) 178 5,910 5,034
Interest on loans to
participants 8,435 4,878 420 1,595 1,542
---------- -------- ------- -------- ----------
Total 775,642 22,722 5,715 20,500 726,705
---------- -------- ------- -------- ----------
Contributions:
Participants 395,405 113,293 38,421 104,276 139,415
Employer - net of
forfeitures 159,205 159,205
---------- -------- ------- -------- ----------
Total 554,610 113,293 38,421 104,276 298,620
---------- -------- ------- -------- ----------
Total additions 1,330,252 136,015 44,136 124,776 1,025,325
---------- -------- ------- -------- ----------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Benefits paid to
participants (109,885) (15,534) 209 (19,576) (51,245) $(23,739)
Refund of prior period
contributions (28,278) (12,013) (2,822) (10,996) (2,447)
Net transfers (from) to fund
for loans to participants (31,765) (1,662) (13,014) (17,857) 64,298
---------- -------- ------- -------- ---------- --------
Total deductions (138,163) (59,312) (4,275) (43,586) (71,549) 40,559
---------- -------- ------- -------- ---------- --------
NET INCREASE 1,192,089 76,703 39,861 81,190 953,776 40,559
NET ASSETS AVAILABLE FOR
BENEFITS:
Beginning of year 1,198,030 339,241 43,138 142,672 599,544 73,435
---------- -------- ------- -------- ---------- --------
End of year $2,390,119 $415,944 $82,999 $223,862 $1,553,320 $113,994
========== ======== ======= ======== ========== ========
5
REPUBLIC BANCORP INC. TAX-DEFERRED SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1993 AND 1992
- - -------------------------------------------------------------------------
1. PLAN MERGER
Effective January 1, 1993, Premier Bancorporation, Inc. (a subsidiary
of Republic Bancorp Inc.) merged its existing 401(k) plan with the Plan.
Total Plan assets increased $633,350 as a result of the merger. Five
funds managed by the Equitable Life Insurance Society were merged with the
Plan. Participants were allowed to maintain balances in these funds as of
January 1, 1993; however, no further contributions can be made to these
funds.
2. PLAN DESCRIPTION
The Republic Bancorp Inc. Tax-Deferred Savings Plan (the "Plan") was
established November 1, 1988 under the provisions of Section 401(k) of the
Internal Revenue Code. The Plan is a voluntary savings plan for eligible
employees of Republic Bancorp Inc. ("Republic").
All employees of Republic are eligible to participate in the Plan
after completing one year of continuous service. As of December 31, 1993
and 1992, there were 506 and 254 plan participants, respectively.
Participant contributions are limited to 15% of the participant's
compensation as defined in the Plan, or such maximum rates as may be
approved by the Internal Revenue Service. Republic contributes an amount
equal to 50% of each participant's elective deferrals for the Plan year up
to 7% of the participant's annual compensation. Republic's contributions
to the Plan are made to the Republic stock fund. Republic's contributions
are vested 25% after two years of service and an additional 25% each year
thereafter.
If a nonvested participant is terminated from the Plan, the
participant may be required to forfeit a portion of his account related to
employer contributions. Forfeitures are applied as a reduction to
required employer contributions.
Each participant's account is credited with the participant's
contribution and an allocation of Republic's contribution and Plan
earnings. Allocations are based upon the participant's account balances.
Expenses of operating the Plan are paid by Republic.
Although it has not expressed any intent to do so, the Company has
the right to terminate the Plan subject to the provisions of ERISA. Such
termination of the Plan, if any, would not affect an employee's interest
in assets already in the Plan and any unvested balances would become fully
vested.
6
Four investment options are available to the participants of the
Republic Bancorp Inc. Plan: the Guaranteed Investment Contract Fund,
Intermediate Bond Fund, Equity Fund and Republic Bancorp Inc. Common Stock
Fund.
The Guaranteed Investment Contract Fund (GIC Fund) invests primarily
in Guaranteed Investment Contracts issued by high-quality insurance
companies. A Guaranteed Investment Contract is a negotiated contract with
a major insurance company which includes a guarantee by the insurance
company of principal and interest for a specific length of time. The
contracts in this Fund can have maturities that range up to a maximum of
eight years, with the average maturity being approximately three and
one-half years. The Fund may also invest in various short-term investment
vehicles for purposes of maintaining liquidity, and in order to make the
Fund responsive to changes in interest rates.
The Intermediate Bond Fund invests in short-term bonds with a current
average maturity under four years.
The Equity Fund invests in the common stock of growth-oriented
companies.
The Republic Bancorp Inc. Common Stock Fund invests 100% in the
common stock of Republic Bancorp Inc.
Additionally, Five investment options were available to the
participants of the Premier Bancorporation, Inc. (a subsidiary of Republic
Bancorp Inc.) 401(k) Plan prior to merger with the Plan: the Equitable
Aggressive Fund, Equitable Balanced Fund, Equitable Common Stock Fund,
Equitable Fixed Income Fund and Equitable Money Market Fund.
The Equitable Aggressive Fund invests in securities of smaller sized
companies (with capitalizations generally between $90 million to $1.5
billion) perceived to have greater growth potential than large companies.
The Equitable Balanced Fund invests in common stocks, other equity
type instruments, longer-term fixed income securities, publicly traded
debt securities and short-term money market instruments.
The Equitable Common Stock Fund invests in common stocks and other
equity type securities issued by intermediate and large sized companies
with an investment objective of long-term capital growth and increasing
income.
The Equitable Fixed Income Fund invests primarily in Guaranteed
Investment Contracts issued by high quality insurance companies.
The Equitable Money Market Fund is invested in a money market account
at Republic Bank indexed to the 91 day Treasury Bill.
7
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements reflect the accrual basis of
accounting. Investments are stated at market value which is generally
based on quoted prices as reported by the trustee. Loans to participants
are recorded at cost which approximates market value.
The cash/loan fund is used for receipt of participant contributions
prior to their investment in designated funds and for accumulation of cash
transfers from other funds prior to distribution or lending to
participants.
In 1993, the Plan changed its method of accounting for benefits
payable to comply with the 1993 AICPA Audit and Accounting Guide ("Audits
of Employee Benefit Plans"). The new guidance requires that benefits
payable to persons who have withdrawn from participation in a defined
contribution plan be disclosed in the footnotes to the financial
statements rather than be recorded as a liability of the Plan. Such
amounts as of December 31, 1992 have been reclassified to net assets
available for benefits. As of December 31, 1993 and 1992, benefits of
$108,297 and $41,309, respectively, were due to participants who have
withdrawn from participation in the Plan.
4. INVESTMENTS
The following table represents the fair values of investments.
Investments that represent 5% or more of the Plan's assets are separately
identified with an asterisk.
December 31,
1993 1992
---------- ----------
Comerica Short-Term Fund (cash
equivalent) $ 73,784 $ 34,660
Comerica Guaranteed Investment Contract
Fund (corporate bonds)* 632,160 406,662
Comerica Investment Contract Fund H
(corporate bonds)* 251,786 76,280
Comerica Investment Fund E (common
stocks)* 511,232 217,689
Republic Bancorp Inc. common stock* 2,506,955 1,542,832
Equitable Aggressive Fund 62,844 -
Equitable Balanced Fund 44,961 -
Equitable Common Stock Fund 115,329 -
Equitable Fixed Income Fund* 391,765 -
Equitable Money Market Fund 50,461 -
Loans to participants 109,869 138,003
Accrued Investment Income 35,891 -
---------- ----------
Total $4,787,037 $2,416,126
========== ==========
8
5. TAX STATUS
The Plan has received a favorable determination letter dated December
1, 1989 from the Internal Revenue Service that it is a qualified employee
benefit plan, meeting the requirements of Sections 401(a) and 401(k) of
the Internal Revenue Code.
* * * * * * * *
9
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
REPUBLIC BANCORP INC.
TAX-DEFERRED SAVINGS
PLAN AND TRUST
REPUBLIC BANCORP INC.
Plan Administrator
By: /s/ Timothy G. Blazejewski
--------------------------------
Timothy G. Blazejewski, as Agent
10
REPUBLIC BANCORP INC. TAX DEFERRED SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1993
- - -----------------------------------------------------------------------------------------
Units/ Fair
Description Shares Cost Value
- - ----------- -------- ---------- ----------
*Comerica Short-Term Fund 73,784 $ 73,784 $ 73,784
*Comerica Guaranteed Investment Contract Fund 63,216 632,160 632,160
*Comerica Investment Fund H 18,887 245,885 251,786
*Comerica Investment Fund E 4,345 470,880 511,232
*Republic Bancorp Inc. Common Stock 182,324 1,247,203 2,506,955
Equitable Aggressive Fund 62,844 62,844 62,844
Equitable Balanced Fund 44,961 44,961 44,961
Equitable Common Stock Fund 115,329 115,329 115,329
Equitable Fixed Income Fund 391,765 391,765 391,765
Equitable Money Market Fund 50,461 50,461 50,461
Loans to 30 participants against their
individual account balances, interest rates
from 7.1% to 11.0% and maturing through
February 2003 109,869 109,869
---------- ----------
TOTAL $3,445,141 $4,751,146
========== ==========
<FN>
*Party-in-interest
REPUBLIC BANCORP INC. TAX-DEFERRED SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1993
Number Number
of Units of Units Purchase Selling Net Realized
Purchased Sold Asset Description Price Price Gain/(Loss)
- - --------- --------- ------------------------ ---------- ---------- ------------
Series of Transactions:
1,958,473 1,920,465 Comerica Short-Term Fund $1,958,473 $1,920,465 None
24,378 1,600 Comerica Guaranteed
Investment Contract Fund 243,733 16,000 None
13,055 Comerica Intermediate
Bond Fund H 175,103 None
2,540 Comerica Equity Fund E 290,822 None
41,630 3,789 Republic Bancorp Inc.
Common Stock 520,039 54,408 $28,377
Single Transaction:
127,464 Comerica Short-Term Fund 127,464 None
<FN>
Note 1 - A reportable transaction, as defined by the Department of Labor,
is any transaction or series of transactions in one security for 5% or
more of the current value of plan assets at the beginning of the year.
EXHIBIT INDEX
Page
Exhibit Number
- - ------- ------
23 Consent of Deloitte & Touche