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, 1995.
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)
<PAGE>
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, 1995 and
1994, Supplemental Schedules for the year ended December 31,
1995, and Independent Auditors' Report dated June 21, 1996.
Attached as Exhibit 23 is a written consent of Deloitte &
Touche LLP, independent auditors for the Plan.
<PAGE>
REPUBLIC BANCORP INC.
TAX DEFERRED SAVINGS PLAN
Financial Statements for the
Years Ended December 31, 1995 and 1994,
Supplemental Schedules for the
Year Ended December 31, 1995 and
Independent Auditors' Report
<PAGE>
<TABLE>
<CAPTION>
REPUBLIC BANCORP INC.
TAX DEFERRED SAVINGS PLAN
TABLE OF CONTENTS
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Page Number
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<S> <C>
Independent Auditors' Report 1
Financial Statements for the Years Ended December 31, 1995
and 1994:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-10
Signatures 11
Supplemental Schedules for the Year Ended December 31, 1995:
Item 27a - Schedule of Assets Held for Investment Purposes 12
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 13-14
Items 27e and 27f - Schedule of Non-Exempt Transactions Not Required
</TABLE>
<PAGE>
[Letterhead of Deloitte & Touche LLP]
Deloitte &
Touche LLP
____________ _________________________________________
Suite 900 Telephone (313) 396-3000
600 Renaissance Center
Detroit, Michigan 48243-1704
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,
1995 and 1994, 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,
1995 and 1994, 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 schedules of (1)
assets held for investment purposes as of December 31, 1995 and (2) reportable
transactions for the year ended December 31, 1995, are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental
schedules are the responsibility of the Plan's management. Such supplemental
schedules have been subjected to the auditing procedures applied in our audits
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.
/s/ Deloitte & Touche LLP
June 21, 1996
_______________
Deloitte Touche
Tohmatsu
International
_______________
1
<PAGE>
<TABLE>
<CAPTION>
REPUBLIC BANCORP INC. TAX-DEFERRED SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31
1995 1994
---- ----
<S> <C> <C>
Assets
Investments, at fair value (Notes 2 and 4):
Cash and Cash Equivalents $ 584 $ 191,920
Common Stock:
Republic Bancorp Inc. Common Stock
(401,377 shares @ 12/31/95; 291,449 @ 12/31/94) 4,314,817 2,878,059
Stock Mutual Funds 2,438,948 909,181
Bonds and Guaranteed Investment Contract (GIC) Funds:
Government and Corporate Bonds 2,077,785 1,856,317
Accrued Investment Income 35,808 31,932
Loans to Participants 212,624 193,368
---------- ----------
Total Investments 9,080,566 6,060,777
Receivables:
Participants' contributions 120,885 59,800
Employer's contribution 42,595 24,749
---------- ----------
Total Receivables 163,480 84,549
---------- ----------
Net Assets Available for Benefits $9,244,046 $6,145,326
========== ==========
<FN>
See notes to financial statements.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
REPUBLIC BANCORP INC. TAX-DEFERRED SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31
1995 1994
---- ----
<S> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS, JANUARY 1 $ 6,145,326 $ 4,939,030
ADDITIONS:
Participant contributions 2,408,899 1,748,968
Employer contributions, net of forfeitures 644,000 596,537
Earnings on Republic Bancorp Inc. stock 128,448 78,252
Earnings on investments in stock mutual funds, bonds
and GIC funds 190,486 92,404
Net appreciation (depreciation) in fair value of
Republic Bancorp Inc. stock 506,257 (729,998)
Net appreciation (depreciation) in fair value of
investments in stock mutual funds, bonds and GIC funds 327,658 (63,132)
----------- -----------
Total additions 4,205,748 1,723,031
DEDUCTIONS:
Distributions to participants (1,107,028) (516,735)
----------- -----------
NET INCREASE 3,098,720 1,206,296
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31 $ 9,244,046 $ 6,145,326
=========== ===========
<FN>
See notes to financial statements.
</TABLE>
3
<PAGE>
REPUBLIC BANCORP INC.
TAX-DEFERRED SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995 AND 1994
1. PLAN MERGERS
Effective July 1, 1995, Republic Savings Bank (a subsidiary of
Republic Bancorp Inc.) merged its existing 401(k) Profit Sharing Plan
into the Republic Bancorp Inc. Tax- Deferred Savings Plan (the "Plan").
Total Plan assets increased $511,932 as a result of the merger. This
increase is reflected in Participant Contributions for 1995.
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 following description of the Plan provides only general
information. Participants should refer to the Plan agreement 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. ("Republic"). It is
subject to the provisions of The Employment Retirement Income Security
Act of 1974 (ERISA).
All employees of Republic are eligible to participate in the Plan
after completing one year of continuous service. As of December 31,
1995 and 1994, there were 826 and 781 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.
4
<PAGE>
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 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.
For the period January 1, 1994 to June 30, 1995, the following four
investment options were available to participants of the Plan through
Comerica Incorporated's trust department.
The Guaranteed Investment Contract Fund (GIC Fund) invested
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. Contracts
in this Fund generally had maturities ranging up to a maximum
of eight years, with an average maturity of approximately three
and one-half years. The Fund could also invest in various
short-term investment vehicles for purposes of maintaining
liquidity and to make the Fund responsive to changes in
interest rates.
The Comerica Investment Fund H (Bond Fund) invested in
short-term bonds with a current average maturity under four
years.
The Comerica Investment Fund E invested in the common stock of
growth-oriented companies.
On July 1, 1995, the Company retained the Firstar Trust Company as
trustee for the Plan. The June 30, 1995 fund balances of the GIC Fund,
the Investment Fund H, and the Investment Fund E were transferred to
four new investment funds on July 1, 1995. Beginning July 1, 1995,
participants may select from the following investment options:
The Firstar Trust Company Stable Asset Portfolio (Firstar
Stable Asset Fund) is a collective investment fund comprised of
contracts issued by life insurance companies, banks, and other
financial institutions.
The Portico 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 and a current
average maturity of slightly more than nine years.
The Vanguard Windsor II Fund is a growth and income stock fund
that invests in large, established companies believed to be
undervalued relative to their current prices.
5
<PAGE>
The Twentieth Century Ultra Investors Fund (Twentieth Century
Ultra) is an aggressive equity fund that invests in the common
stocks of small- to medium-sized, growth-oriented companies.
Throughout the plan years ended December 31, 1995 and 1994,
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.
Additionally, the following five investment options were available to
the participants of the Premier Bancorporation, Inc. 401 (k) Plan
prior to its merger with the Plan (see Note 1):
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 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.
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 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.
6
<PAGE>
As of December 31, 1995 and 1994, benefits of $496,189 and $606,106,
respectively, were due to participants who have withdrawn from
participation in the Plan.
Certain items in the 1994 financial statements have been reclassified
to conform with the 1995 financial statement presentation.
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.
<TABLE>
<CAPTION>
December 31
------------------------
1995 1994
---- ----
<S> <C> <C>
Cash and Cash Equivalents:
Portico Money Market Fund $ 584 $ N/A
Equitable Money Market Fund -- 133,357
Comerica Short-Term Fund -- 58,563
Common Stock:
Republic Bancorp Inc. 4,314,817* 2,878,059*
Stock Mutual Funds:
Vanguard Windsor II Fund 1,239,035* N/A
Twentieth Century Ultra Fund 1,037,097* N/A
Equitable Aggressive Fund 59,858 62,783
Equitable Balanced Fund 36,434 44,200
Equitable Common Stock Fund 66,524 51,375
Comerica Investment Fund E -- 750,823*
Bond Funds and Guaranteed Investment
Contract (GIC) Funds:
Portico Bond IMMDEX Fund 394,754 N/A
Equitable Fixed Income Fund 259,413 282,620
Comerica Investment Fund H -- 437,795*
Firstar Stable Asset Fund 1,423,618* N/A
Comerica GIC Fund -- 1,135,902*
Accrued Investment Income 35,808 31,932
Loans to Participants 212,624 193,368
---------- ----------
Total Investments $9,080,566 $6,060,777
========== ==========
</TABLE>
7
<PAGE>
5. FUND INFORMATION
Contributions, investment income, and distributions to participants by
fund are as follows for the years ended December 31, 1995 and 1994.
<TABLE>
<CAPTION>
CONTRIBUTIONS:
1995 1994
---- ----
<S> <C> <C>
Cash and Cash Equivalents:
Portico Money Market Fund $ 72,299 $ --
Common Stock:
Republic Bancorp Inc. 1,130,360 1,112,100
Stock Mutual Funds:
Vanguard Windsor II Fund 411,689 N/A
Twentieth Century Ultra Fund 339,776 N/A
Comerica Investment Fund E 248,500 443,592
Bond Funds and Guaranteed Investment
Contract (GIC) Funds:
Portico Bond IMMDEX Fund 134,063 N/A
Comerica Investment Fund H 113,184 338,262
Firstar Stable Asset Fund 365,756 N/A
Comerica GIC Fund 237,272 451,551
---------- ----------
Total Contributions $3,052,899 $2,345,505
========== ==========
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
INVESTMENT INCOME:
1995 1994
---- ----
<S> <C> <C>
Cash and Cash Equivalents:
Portico Money Market Fund $ 32,476 $ N/A
Equitable Money Market Fund 3,595 3,920
Common Stock:
Republic Bancorp Inc. 634,705 (651,746)
Stock Mutual Funds:
Vanguard Windsor II Fund 122,360 N/A
Twentieth Century Ultra Fund 29,762 N/A
Equitable Aggressive Fund 15,112 (3,695)
Equitable Balanced Fund 6,283 (4,179)
Equitable Common Stock Fund 15,714 (6,698)
Comerica Investment Fund E 123,294 (31,701)
Bond Funds and Guaranteed Investment
Contract (GIC) Funds:
Portico Bond IMMDEX Fund 23,777 N/A
Equitable Fixed Income Fund 14,257 16,358
Comerica Investment Fund H 40,393 (9,379)
Firstar Stable Asset Fund 44,488 N/A
Comerica GIC Fund 41,691 53,105
Loan Fund 4,942 11,541
---------- ---------
Total Investment Income/(Loss) $1,152,849 $(622,474)
========== =========
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
DISTRIBUTIONS TO PARTICIPANTS:
1995 1994
---- ----
<S> <C> <C>
Cash and Cash Equivalents:
Portico Money Market Fund $ 93,773 $ N/A
Equitable Money Market Fund 20,010 12,557
Common Stock:
Republic Bancorp Inc. 352,573 190,433
Stock Mutual Funds:
Vanguard Windsor II Fund 4,697 N/A
Twentieth Century Ultra Fund 7,493 N/A
Equitable Aggressive Fund 19,443 4,631
Equitable Balanced Fund 13,477 4,812
Equitable Common Stock Fund 1,061 8,951
Comerica Investment Fund E 52,194 67,509
Bond Funds and Guaranteed Investment
Contract (GIC) Funds:
Portico Bond IMMDEX Fund 824 N/A
Equitable Fixed Income Fund 31,685 37,063
Comerica Investment Fund H 36,552 86,669
Firstar Stable Asset Fund 310,774 N/A
Comerica GIC Fund 137,337 84,999
Loan Fund 25,135 19,111
---------- --------
Total Distributions to Participants $1,107,028 $516,735
========== ========
</TABLE>
6. TAX STATUS
The Plan has received a favorable determination letter dated January
27, 1993 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.
* * * * * * * *
10
<PAGE>
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
By:/s/ Timothy G. Blazejewski
--------------------------------
Timothy G. Blazejewski, as Agent
11
<PAGE>
<TABLE>
<CAPTION>
Republic Bancorp Inc. Tax-Deferred Savings Plan
Item 27a - Schedule of Assets Held for Investment Purposes
As of December 31, 1995
Units/ Fair
Description Shares Cost Value
- ----------- ------ ---- -----
<S> <C> <C> <C>
* Portico Money Market Fund 584 $ 584 $ 584
* Firstar Stable Asset Fund 68,741 1,391,853 1,423,618
* Portico Bond IMMDEX Fund 13,914 382,052 394,754
* Vanguard Windsor II Fund 59,973 1,179,940 1,239,035
* Twentieth Century Ultra Fund 39,720 1,062,110 1,037,097
* Republic Bancorp Inc. Common Stock 401,377 3,844,368 4,314,817
Equitable Aggressive Fund 351 42,035 59,858
Equitable Balanced Fund 384 30,748 36,434
Equitable Common Stock Fund 145 67,299 66,524
Equitable Fixed Income Fund 259,413 259,413 259,413
Loans to 54 participants against
their individual account
balances (w/interest rates
ranging from 7.10% to 11.70%
and maturing through
September 2005) 212,624 212,624 212,624
---------- ----------
Total $8,073,531 $9,044,758
========== ==========
<FN>
- ---------
* Party in interest
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
Republic Bancorp Inc. Tax-Deferred Savings Plan
Item 27d - Schedule of Reportable Transactions
Year Ended December 31, 1995
Number Number
of Units of Units Purchase Selling Net Realized
Purchased Sold Asset Description Price Price Gain/(Loss)
--------- ---- ----------------- -------- ------- ------------
Series of Transactions:
<S> <C> <C> <C> <C> <C>
439,379 591,061 Comerica Short-Term $ 439,379 $ 591,061 $ --
Fund
-- 1,398,163 Comerica Guaranteed -- 1,398,163 --
Investment Contract
Fund
-- 39,251 Comerica Investment -- 533,080 27,020
Fund H (Bond Fund)
8,212,873 8,212,873 Portico Institutional 8,212,873 8,212,873 --
Money Market Fund
87,287 18,546 Firstar Stable Asset 1,766,827 378,204 3,231
Fund
14,164 -- Portico Bond IMMDEX 382,052 -- --
Fund
59,973 -- Vanguard Windsor II 1,179,940 -- --
Fund
39,720 -- Twentieth Century 1,062,110 -- --
Ultra Investors Fund
83,679 7,620 Republic Bancorp Inc. 1,030,493 100,009 6,209
Common Stock
Single Transaction:
1,312,786 Comerica Guaranteed $1,312,786 $ --
Investment Contract Fund
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Republic Bancorp Inc. Tax-Deferred Savings Plan
Item 27d - Schedule of Reportable Transactions (Continued)
Year Ended December 31, 1995
Number Number
of Units of Units Purchase Selling Net Realized
Purchased Sold Asset Description Price Price Gain/(Loss)
--------- ---- ----------------- -------- ------- ------------
Single Transaction (Continued):
<S> <C> <C> <C> <C> <C>
38,858 Comerica Investment $ 461,080 $ 24,546
Fund H (Bond Fund)
8,846 Comerica Investment $1,114,721 $119,594
Fund E
2,921,536 Portico Money $2,921,536
Market Fund (MMF)
373,108 Portico MMF $ 373,108
3,063,691 Portico MMF $3,063,691
824,190 Portico MMF $ 824,190 $ --
825,472 Portico MMF $ 825,472 $ --
970,001 Portico MMF $ 970,001 $ --
373,875 Portico MMF $ 373,875 $ --
370,896 Portico MMF $ 307,896 $ --
3,063,691 Portico MMF $3,063,691 $ --
388,864 Portico MMF $ 388,864
20,245 Firstar Stable Asset $ 410,981
Fund
<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.
</TABLE>
14
<PAGE>
EXHIBIT INDEX
Page
Exhibit Number
- ------- ------
23 Consent of Deloitte & Touche 16
15
EXHIBIT 23
[Letterhead of Deloitte & Touche LLP]
Deloitte &
Touche LLP
____________ _________________________________________
Suite 900 Telephone (313) 396-3000
600 Renaissance Center
Detroit, Michigan 48243-1704
INDEPENDENT AUDITORS' CONSENT
Republic Bancorp Inc.
We consent to the incorporation by reference in Registration Statements No.
33-55336, 33-55304, and 33-62508 on Form S-8 and 33-61842 on Form S-3, of
Republic Bancorp Inc. (Republic) of our report dated June 21, 1996, appearing
in this Annual Report on Form 11-K of the Republic Bancorp Inc. Tax Deferred
Savings Plan for the year ended December 31, 1995.
/s/ Deloitte & Touche LLP
June 21, 1996
_______________
Deloitte Touche
Tohmatsu
International
_______________
