FORM 8-K
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
November 4, 1996
FIRST REPUBLIC BANCORP INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-15882 94-2964497
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
388 Market Street
San Francisco, CA 94111
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(Address of principal executive office) (Zip Code)
(415) 392-1400
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(Registrant's telephone number, including area code)
Not applicable
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(Former name, former address, if changed since last report)
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Item 5. Other Events
First Republic Bancorp Inc. hereby files with the Securities and Exchange
Commission (the "Commission") documents pertaining to the merger of its wholly
owned subsidiary First Republic Thrift & Loan into First Republic Savings Bank,
also a wholly owned subsidiary, which was consummated as planned with an
Effective Date of October 31, 1996. As previously mentioned in its press
release, dated October 17, 1996, (concerning its earnings release for the third
quarter and nine months ended September 30, 1996), the date planned for this
merger was October 31, 1996. As contemplated in the attached Agreement (Plan) of
Merger dated May 29, 1996, First Republic Savings Bank is the successor to all
assets, liabilities and obligations and will continue to operate in
substantially the same manner as the two subsidiaries prior to their merger.
First Republic Savings Bank is a Nevada licensed, FDIC (BIF) insured, thrift
company.
SIGNATURES
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 hereunto duly authorized.
First Republic Bancorp Inc.
(Registrant)
Date: November 4, 1996
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Willis H. Newton, Jr.
Senior Vice President and
Chief Financial Officer
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AGREEMENT (PLAN) OF MERGER
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THIS AGREEMENT OF MERGER is made as of May 29, 1996, between FIRST
REPUBLIC SAVINGS BANK, a Nevada corporation ("FRSB"), 2510 South Maryland
Parkway, Las Vegas, Nevada 89109 and FIRST REPUBLIC THRIFT & LOAN, a California
corporation ("FRTL"), 388 Market Street, Second Floor, San Francisco, California
94111, hereafter collectively referred to as the "Constituent Corporations,"
with reference to the following:
A. FRSB, a Nevada licensed FDIC (BIF) insured thrift company, is a
wholly-owned subsidiary of First Republic Bancorp Inc., a Delaware corporation
("Bancorp").
B. FRTL, a California licensed FDIC (BIF) insured industrial loan
company, is a wholly-owned subsidiary of Bancorp.
C. The Constituent Corporations desire to merge with FRSB resulting
as the survivor corporation, as more particularly set forth herein.
THEREFORE, based upon the foregoing, Constituent Corporations agree as
follows:
1. FRSB. FRSB is duly organized, existing and in good standing under
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the laws of the State of Nevada. It has 10,000 shares of authorized capital
stock; 1,054 shares are issued and outstanding.
2. FRTL. FRTL is duly organized, existing and in good standing under
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the laws of the State of California. It has 5,000 shares of authorized
capital stock; 1,000 shares are issued and outstanding.
3. Adoption of Agreement. The boards of directors of Constituent
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Corporations deem it in the best interests of their respective corporations and
shareholder that FRTL be merged with FRSB in accordance with California
Corporations Code Section 1100 et seq., and Chapter 92A of Title 7, Chapter 666,
Title 55, and Chapter 677, of the Nevada Revised Statutes. The boards of
directors of Constituent Corporations hereby adopt on behalf of their respective
corporations the plan of reorganization set forth in this Agreement (Plan) of
Merger.
4. Merger. Subject to paragraph 8, FRTL shall be merged with FRSB, which
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shall survive the merger, and FRTL's separate existence shall cease on the
Effective Date of the merger. In accordance with provisions of Section 1108 of
the California Corporations Code, and Chapter 92A of Title 7, Title 55, and
Chapter 677 of Title 56, of the Nevada Revised Statutes, and subject to
regulatory approvals, notices, and filings as may be required, without any other
transfer or documentation, on the Effective Date of the merger FRSB shall:
(a) succeed to all of FRTL's California branch offices and
operations and any and all right, title, and interest in and to all
property, both real and personal wherever situated, including but not
limited to all receivables, leasehold improvements, prepaid expenses, all
causes of action, choses in action, claims, and all other rights of FRTL;
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(b) operate the former California branch offices of FRTL as branch
offices of FRSB, the survivor corporation, subject to applicable Nevada
and California laws.
(c) be subject to all of FRTL's liabilities and obligations;
(d) assume and be subject to each and every outstanding thrift
investment certificate liability of FRTL and be subject to rights of
creditors and liens upon property of FRTL; and
(e) be subject to any pending action or proceeding against FRTL.
Notwithstanding the above, after the Effective Date, FRSB's proper
officers and directors may perform any acts necessary or desirable to vest or
confirm FRSB's possession of and title to any property or rights of FRTL and to
assume liability for FRTL's outstanding investment certificates, or otherwise
carry out this Agreement's purposes. This includes execution and delivery of
deeds, assurances, assignments, applications, and other instruments.
5. Cancellation of FRTL Shares. By virtue of the merger, upon the
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Effective Date all shares of capital stock of FRTL outstanding immediately prior
to the Effective Date shall be canceled.
The shares of FRSB outstanding immediately prior to the merger shall not
be changed by reason of the merger, thereby resulting in ownership by Bancorp of
the merged Constituent Corporations into FRSB being evidenced by the
then-current issued and outstanding shares of FRSB owned by Bancorp.
6. Changes in Articles of Incorporation and By-Laws.
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(a) FRSB's Articles of Incorporation as amended and in effect on the
Effective Date of merger shall continue to be its Articles of
Incorporation without change as a result of the merger.
(b) FRSB's By-Laws as amended and in effect on the Effective Date of
merger shall continue to be its By-Laws without change as a result of the
merger.
7. Officers and Directors. As of the Effective Date, FRSB's officers
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and directors shall be as follows:
Principal Officers
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James H. Herbert, II, Sally Cole,
President & CEO Vice President,
General Auditor
James J. Baumberger, Krista Jacobsen,
Executive Vice President Vice President & Chief
Investment Officer
Katherine August-deWilde,
Executive Vice President
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Art James,
Willis H. Newton, Jr., Vice President,
Senior Vice President, Credit & Underwriting
C.F.O. & Assistant Secretary
David B. Lichtman,
Vice President & Chief Credit
Officer
Linda G. Moulds,
Vice President, Controller & Secretary Carol McCormick,
Vice President & Director of
Phil Nonneman, Savings
Treasurer
Edward J. Dobranski, Gloria Ohlendorf,
Vice President, General Vice President, Operations
Counsel & Compliance Officer
Mesfin Ayenew, Kay Lacy,
Vice President Vice President, Commercial
Credit Administration Loan Officer
Armando C. Rodriguez,
Vice President, Commercial
Loan Officer
Board of Directors
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Ms. Katherine August-deWilde Mr. Stuart J. Mason
Executive Vice President Taylor International Corporation
First Republic Bancorp Inc. 3260 Joe W. Brown Drive
388 Market Street, 2nd Floor Las Vegas, NV 89109
San Francisco, CA 94111
Ms. Linda G. Moulds
Mr. James J. Baumberger First Republic Savings Bank
Executive Vice President 101 Pine Street
First Republic Savings Bank San Francisco, CA 94111
2510 South Maryland Parkway
Las Vegas, NV 89109-1627 Mr. Willis H. Newton, Jr.
First Republic Bancorp, Inc.
Mr. James P. Conn 388 Market Street, 2nd Floor
949 Chiltern San Francisco, CA 94111
Hillsborough, CA 94010
Mr. Roger O. Walther
Mr. Thomas A. Cunningham Chairman and CEO
48229 Calle Floristas ELS Educational Services, Inc.
La Quinta, CA 92253 3661 Buchanan Street
San Francisco, CA 94123
Mr. James H. Herbert, II
President & CEO Mr. Kent R. Willson
First Republic Bancorp, Inc. 1750 Taylor Street, #602
388 Market Street, 2nd Floor San Francisco, CA 94133
San Francisco, CA 94111
Mr. Jerry Lykins
2030 Mohigan Way
Las Vegas, NV 89109
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8. Regulatory Approvals. The merger of Constituent Corporations is subject
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to and conditioned upon the prior approval from (i) the Federal Deposit
Insurance Corporation, pursuant to Section 18(c) of the Federal Deposit
Insurance Act (ii) the California Commissioner of Corporations (subject to
corporate assumption of tax liability of FRTL by FRSB), and (iii) the Nevada
Division of Financial Institutions, as may be required. Each of the Constituent
Corporations shall prepare and file any and all necessary documents in order to
obtain the required regulatory approvals, to implement the objectives of this
Agreement.
9. Effective Date. Provided this Agreement is not abandoned, the Effective
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Date of merger shall be the date this Agreement of Merger with officers'
certificates attached is duly filed in the office of the California Secretary of
State in accordance with applicable provisions of the California Corporations
Code and with the Nevada Secretary of State as required under Nevada law.
10. Abandonment of Merger. Any time prior to the Effective Date, this
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merger may be abandoned without further obligation or liability by action of the
board of directors of either of the Constituent Corporations, notwithstanding
approval of the merger by their shareholders.
11. Counterparts. This Agreement (Plan) of Merger may be executed in any
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number of counterparts, each of which shall constitute an original instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
their respective duly-authorized officers, as of the date first written above.
FIRST REPUBLIC SAVINGS BANK,
a Nevada corporation
By /s/ James J. Baumberger
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James J. Baumberger, President
By /s/ Kay Lacy
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Kay Lacy, Secretary
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FIRST REPUBLIC THRIFT & LOAN,
a California corporation
By /s/ James H. Herbert, II
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James H. Herbert, II,
President
By /s/ Linda G. Moulds
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Linda G. Moulds,
Vice President, Secretary, and
Controller
First Republic Bancorp Inc., sole shareholder of First Republic Savings Bank and
First Republic Thrift & Loan, hereby approves the terms and conditions of the
Agreement (Plan) of Merger as set forth above.
Dated: May 29,1996 FIRST REPUBLIC BANCORP INC.
a Delaware corporation
By /s/ James H. Herbert, II
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James H. Herbert, II
President
By /s/ Linda G. Moulds
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Linda G. Moulds,
Vice President, Secretary, and
Controller
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