SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K AMENDED CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF THE REPORT (Date of Earliest Event Reported): April 14, 1997 FIRST REPUBLIC BANCORP, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER PENNSYLVANIA 0-17007 23-2486815 (STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER OF INCORPORATION) NUMBER) IDENTIFICATION NO.) 1608 WALNUT STREET, PHILADELPHIA 19103 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (215) 735-4422 N/A (FORMER NAME OR FORMER ADDRESS, IF CHANGED FROM LAST REPORT) Page 1 of 2 Pages THIS IS AN AMENDED FORM 8-K CURRENT REPORT, AMENDING THE FORM 8-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 21, 1997 AND APRIL 29, 1997. Item 4. Changes in Registrant's Certifying Account. On April 14, 1997, Registrant's principal accountant, Coopers & Lybrand, L.L.P. notified Registrant that it was resigning as the accountant for Registrant because of Registrant's decision to issue requests for proposals for its auditing work in 1997. Coopers & Lybrand's report on the financial statements for the last two years did not contain any adverse opinion or disclaimer of opinion nor was it modified as to uncertainty, scope or accounting principles. There were no disagreements with Coopers & Lybrand during the Registrant's two most recent fiscal years and the interim period through April 14, 1997 on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which would have caused Coopers & Lybrand to make reference to the subject matter of such disagreement in connection with its report. On April 29, 1997, Registrant provided a copy of this document to Coopers & Lybrand and requested that it furnish a letter stating whether it agreed or disagreed with the statements herein. A copy of the letter to Coopers & Lybrand is attached hereto as Exhibit "A", Coopers & Lybrand's reply is attached hereto as Exhibit "B". Registrant has not made a decision as to replacing Coopers & Lybrand. A new independent accountant has not yet been engaged. SIGNATURE Pursuant to the requirements 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. FIRST REPUBLIC BANCORP, INC. (Registrant) Dated: May 7, 1997 By: /s/ ROLF A. STENSRUD ---------------------- Rolf A. Stensrud, President and Chief Executive Officer Page 2 of 2 Pages [FIRST REPUBLIC BANK LETTERHEAD] April 29, 1997 Jim McCabe, CPA Coopers & Lybrand 2400 Eleven Penn Center Hand Delivery Philadelphia, PA 19103 Dear Jim: In order to comply with a request from the Securities and Exchange Commission, I am writing to ask you to furnish a letter, addressed to the Commission, stating that Coopers & Lybrand agrees, or disagrees, with statements made by First Republic Bank in its recently filed Form 8-K. I have enclosed a copy of our latest filing for your review. Your letter must be included as an exhibit in the Bank's amended Form 8-K, requested by the SEC. If you have any questions, please contact me directly at (215) 735-4422, extension 149. Sincerely, /s/ Larry P. Poppert - ----------------------- Larry P. Poppert Vice President LPP: cej Enclosure Exhibit A 1008 Walnut Street Philadelphia, PA 19103 o Tel 215-735-4422 Fax 215-735-5370 [COOPERS & LYBRAND LETTERHEAD] May 5, 1997 Securities and Exchange Commission 450 5th Street, N.W. Washington, D.C. 20549 Gentlemen: We have read the statements made by First Republic Bancorp, Inc. (copy attached), which we understand have been filed with the Commission, pursuant to Item 4 of Form 8-K, as part of the Company's Form 8-K report for the month of April, 1997. We agree with the statements concerning our Firm in such Form 8-K. Very truly yours, [SIG] COOPERS & LYBRAND L.L.P. Exhibit B Coopers & Lybrand L.L.P. is a member of Coopers & Lybrand International, a limited liability association incorporated in Switzerland.