SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________
FORM 11-K
Annual Report Pursuant to Section 15(d)
of the Securities Exchange Act of 1934
______________________________________________________________
[X] Annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934.
For the fiscal year ended December 31, 2000
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, 2000 and
1999, Supplemental Schedules for the year ended December 31,
2000, and Report of Independent Auditors dated June 18, 2001
Attached as Exhibit 23 is written Consent of Independent Auditor,
Ernst & Young LLP.
REPUBLIC BANCORP INC.
TAX DEFERRED SAVINGS PLAN
TABLE OF CONTENTS
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Page Number
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Report of Independent Auditors 1
Financial Statements for the Years Ended December 31, 2000 and 1999:
Statements of Assets Available for Benefits 2
Statement of Changes in Assets Available for Benefits 3
Notes to Financial Statements 4 - 8
Signatures 9
Supplemental Schedules for the Year Ended December 31, 2000:
Schedule G, Part I - Schedule of Loans or Fixed Income Obligations in Default
or Classified as Uncollectible N/A
Schedule G, Part II - Schedule of Leases in Default or Classified as Uncollectible N/A
Schedule G, Part III - Schedule of Non-Exempt Transactions N/A
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) 10
Schedule H, Line 4j - Schedule of Reportable Transactions 11
Report of Independent Auditors
To the Trustees and Participants of
Republic Bancorp Inc. Tax-Deferred Savings Plan and Trust
Owosso, Michigan
We have audited the accompanying statements of assets available for benefits of
Republic Bancorp Inc. Tax-Deferred Savings Plan and Trust as of December 31,
2000 and 1999, and the related statements of changes in assets available for
benefits for the year ended December 31, 2000. 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 auditing standards generally accepted
in the United States. 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, the financial statements referred to above present fairly, in
all material respects, the assets available for benefits of the Plan at December
31, 2000 and 1999, and the changes in its assets available for benefits for the
year ended December 31, 2000, in conformity with accounting principles generally
accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental Schedule of Assets
(Held at End of Year) as of December 31, 2000 and Schedule of Reportable
Transactions for the year then ended are presented for purposes of additional
analysis and are not a required part of the financial statements but are
supplemental information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These supplemental schedules are the responsibility of
the Plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in our audit of the financial statements and, in our
opinion, are fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ Ernst & Young LLP
June 18, 2001
Detroit, Michigan
REPUBLIC BANCORP INC. TAX-DEFERRED SAVINGS PLAN
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31,
2000 1999
---- ----
ASSETS
- ------
Investments, at fair value:
Cash and Cash Equivalents $ 50,675 $ 262,712
Common Stock:
Republic Bancorp Inc. Common Stock
(2,416,638 and 2,280,278 shares at 12/31/00
and 12/31/99, respectively) 26,334,643 25,327,231
Stock Mutual Funds 24,435,173 24,689,098
D&N Capital Corporation Preferred Stock 215,723 239,103
Bond and Investment Contract Funds 6,824,598 6,534,165
Loans to Participants 1,389,835 1,221,221
----------- -----------
Total Investments 59,250,647 58,273,530
Receivables:
Participants' contributions 88,469 103,885
Employer's contribution 41,201 54,034
----------- -----------
Total Receivables 129,670 157,919
----------- -----------
Assets Available for Benefits $59,380,317 $58,431,449
=========== ===========
See notes to financial statements.
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REPUBLIC BANCORP INC. TAX-DEFERRED SAVINGS PLAN
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2000
Assets Available for Benefits, January 1, 2000 $58,431,449
Additions:
Participant contributions 5,846,074
Employer contributions, net of forfeitures 2,143,452
Dividends on Republic Bancorp Inc. stock 736,717
Dividends and interest income on investments in
stock mutual funds, bond funds, investment contract
funds and loan fund 523,968
-----------
Total additions 9,250,211
Deductions:
Net depreciation in fair value of Republic
Bancorp Inc. stock (509,862)
Net depreciation in fair value of investments
in stock mutual funds, bond funds and investment
contract funds (1,612,343)
Benefits paid to participants (6,172,288)
Administrative loan fees (6,850)
-----------
Total deductions (8,301,343)
-----------
Net additions 948,868
-----------
Assets Available for Benefits, December 31, 2000 $59,380,317
===========
See notes to financial statements.
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REPUBLIC BANCORP INC.
TAX-DEFERRED SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION
----------------
The following description of the Republic Bancorp Inc. Tax-Deferred Savings
Plan (the "Plan") provides only general information. Participants should
refer to the Plan document for a more complete description of the Plan's
provisions. The Plan was established November 1, 1988 under the provisions
of Section 401(k) of the Internal Revenue Code and is a voluntary savings
plan for eligible employees of Republic Bancorp Inc. (the "Company"). It
is subject to the provisions of The Employment Retirement Income Security
Act of 1974 (ERISA).
All employees of the Company are eligible to participate in the Plan. As
of December 31, 2000 and 1999, there were approximately 2,200 and 2,100
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. The Company 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. The Company's
contributions to the Plan are made to the Republic Stock Fund. The
Company'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
will forfeit a portion of his account related to employer contributions.
Such forfeitures are applied as a reduction to required employer
contributions. As of December 31, 2000 and 1999, the amount of forfeited
nonvested accounts totaled $154,311 and $49,853, respectively. These
amounts are used to reduce employer contributions for the subsequent Plan
year.
Each participant's account is credited with the participant's contribution
and an allocation of the Company's contribution and Plan earnings.
Allocations are based upon the participant's account balances. Expenses of
operating the Plan are paid by the Company, with the exception of
administrative loan fees which are paid by Plan participants.
Although it has not expressed any interest 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 employer contributions not yet vested
would become fully vested.
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1. PLAN DESCRIPTION (Continued)
----------------------------
The Plan provides participants with the following six investment options:
The Firstar Trust Company Stable Asset Portfolio (Firstar Stable Asset
Fund) invests in a well-diversified portfolio of investment contracts
issued by highly rated insurance companies, other stable assets such
as U.S. Treasury bills, and cash or cash equivalents.
The Firstar Bond IMMDEX Fund (Bond IMMDEX Fund) invests in U.S.
Government bonds and investment-grade rated corporate bonds which have
intermediate and longer maturity dates. The Fund attempts to match
the performance of the Lehman Brothers Government/Corporate Bond
Index.
The Vanguard/Windsor II Fund is a growth and income stock fund that
invests in the equity securities of large and medium-size companies
whose stocks are considered to be undervalued by the Fund's advisers.
The American Century-Twentieth Century Ultra Fund (Twentieth Century
Ultra Fund) is an equity fund that invests in the common stocks of
medium-to-large-size companies whose stocks are considered by fund
management to have better-than average prospects for appreciation.
The Firstar Equity Index Fund invests in the stocks of well-known U.S.
Companies in proportion to the industries and company sizes
represented by the Standard & Poor's (S&P) 500 Index, which is an
unmanaged index of the stocks of 500 well-known U.S. companies. The
Fund attempts to match the performance of the S&P 500 Index.
The Firstar Balanced Growth Fund is a growth and income stock fund
that invests in stocks, bonds and money market instruments. It
invests in medium-to-large-size companies whose stocks are considered
by fund management to have the potential to rise in the future and in
investment-grade quality bonds, such as U.S. government bonds and
corporate bonds, which are considered by the Fund's advisors to
provide immediate investment income through regular interest payments.
Throughout the plan years ended December 31, 2000 and 1999, participants
were also given the option to invest in the Republic Bancorp Inc. Common
Stock Fund (Republic Stock Fund), which invests 100% in the common stock of
Republic Bancorp Inc. Prior to May 17, 1999, participants in the D&N Bank
FSB 401K Plan were given the option to invest in the D&N Capital
Corporation Preferred Stock fund (See Note 2).
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2. PLAN MERGER
-----------
On May 17, 1999, D&N Financial Corporation merged with and into the
Company. Accordingly, the D&N Bank FSB 401K Plan ("D&N Plan") merged into
the Plan effective July 16, 1999 and 556 D&N Plan participant fund balances
were transferred totaling $20,744,768 and 47 D&N Plan participant loan
balances were transferred totaling $266,680.
The D&N Plan participants had 13 investment options including D&N Capital
Corporation Preferred Stock Series A. Excluding investments in the D&N
Capital Corporation Preferred Stock Fund, all D&N Plan participant balances
were transferred into one of the seven fund options as described in Note 1.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
Use of Estimates: The preparation of financial statements in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements, as well as the
reported amounts of additions and deductions during the reporting period.
Actual results could differ from those estimates.
Investment Valuation and Income Recognition: The accompanying financial
statements reflect the accrual basis of accounting. Investments are stated
at fair value which is generally based on quoted prices on the last
business day of the Plan year. Loans to participants are recorded at cost
which approximates fair value.
Terminated Participants: As of December 31, 2000 and 1999, account balances
of participants who have terminated employment with the Company totaled
$16,272,991 and $7,209,060, respectively. Amounts allocated to withdrawn
participants are recorded in the Form 5500 for benefit claims that have
been processed and approved for payment prior to year-end but not yet paid.
As of December 31, 2000 and 1999, $80,080 and $140,865, respectively, have
been allocated to accounts of persons who have elected to withdraw from the
plan, but have not yet been paid.
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4. INVESTMENTS
-----------
The following table represents the fair values of investments. Investments
that represent 5% or more of the Plan's net assets available for benefits
are separately identified with an asterisk. Non-participant directed
contributions are included in the Republic Bancorp Inc. common stock fund.
December 31,
2000 1999
----------- -----------
Cash and Cash Equivalents:
Firstar Institutional Money Market Fund $ 50,675 $ 262,712
Common Stock:
Republic Bancorp Inc. 26,129,898 * 25,167,218 *
Accrued Dividend Income 204,745 160,013
----------- -----------
26,334,643 25,327,231
Preferred Stock:
D&N Capital Corporation 215,723 239,103
Stock Mutual Funds:
Vanguard/Windsor II Fund 7,793,073 * 6,814,966 *
Twentieth Century Ultra Fund 9,933,029 * 10,945,405 *
Firstar Equity Index Fund 5,259,685 * 6,039,589 *
Firstar Balanced Growth Fund 1,449,386 889,138
----------- -----------
24,435,173 24,689,098
Bond and Investment Contract Funds:
Firstar Stable Asset Fund 4,573,219 * 4,538,058 *
Firstar Bond IMMDEX Fund 2,251,379 1,996,107
----------- -----------
6,824,598 6,534,165
Loans to Participants 1,389,835 1,221,221
----------- -----------
Total Investments $59,250,647 $58,273,530
=========== ===========
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5. INVESTMENT IN REPUBLIC BANCORP INC.
-----------------------------------
Activity in the investment in Republic Bancorp Inc. Common Stock, the only
investment with non-participant directed contributions, is as follows for
the year ended December 31, 2000.
Investment Balance at January 1, 2000 $25,327,231
Participant contributions 1,122,101
Employer contributions 2,143,452
Investment income 230,332
Benefits paid to participants (1,933,345)
Net transfers to other funds (555,128)
-----------
Investment Balance at December 31, 2000 $26,334,643
===========
6. TAX STATUS
----------
The Plan has received an opinion letter from the Internal Revenue Service
dated December 28, 1992, stating that the written form of the underlying
prototype plan document is qualified under Section 401(a) of the Internal
Revenue Code (the "Code"), and that any employer adopting this form of the
plan will be considered to have a plan qualified under Section 401(a) of
the Code. Therefore, the related trust is exempt from taxation. Once
qualified, the plan is required to operate in conformity with the Code to
maintain its qualification. The plan administrator believes the Plan is
being operated in compliance with the applicable requirements of the Code
and, therefore, believes that the Plan is qualified and the related trust
is tax exempt.
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SIGNATURES
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
Date: June 21, 2001 By: /s/ Travis D. Jones
----------------- ---------------------------
Travis D. Jones, as Agent
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Republic Bancorp Inc. Tax-Deferred Savings Plan
Employer ID #38-2604669
Plan #001
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2000
Units/
Description Shares Value
- ----------- ------ -----
* Firstar Institutional Money Market Fund 50,675 $ 50,675
* Firstar Stable Asset Fund 165,337 4,573,219
* Firstar Bond IMMDEX Fund 80,035 2,251,379
* Vanguard/Windsor II Fund 286,510 7,793,073
* Twentieth Century Ultra Fund 306,859 9,933,029
* Republic Bancorp Inc. Common Stock (Cost $17,414,721) 2,416,638 26,334,643
* Firstar Equity Index Fund 60,778 5,259,685
* Firstar Balanced Growth Fund 52,628 1,449,386
* D&N Capital Corporation Preferred Stock 8,805 215,723
* Loans to 339 participants against their individual
account balances (with interest rates ranging from
8.37% to 11.25%) 1,389,835 1,389,835
-----------
Total $59,250,647
===========
* Party in interest
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Republic Bancorp Inc. Tax-Deferred Savings Plan
Employer ID #38-2604669
Plan #001
Schedule H, Line 4j - Schedule of Reportable Transactions
Year Ended December 31, 2000
Current
Value on
Purchase Selling Transaction Net Realized
Asset Description Price Price Cost Date Gain/(Loss)
- ---------------------------- ----------- ----------- ---------- ------------ ------------
Series of Transactions:
- -----------------------
Republic Bancorp Inc.
Common Stock
Purchases $ 4,919,291 $ 4,919,291 $ 4,919,291
Sale $ 3,066,940 $ 2,636,603 $ 3,066,940 $ 430,337
Single Transaction:
- -------------------
None
The purchase and selling prices reported above represent the fair values of the
assets on the transaction dates.
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