SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as
[X] Definitive proxy statement permitted by Rule
14a-6(e) (2) )
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
REPUBLIC BANCORP INC.
(Name of Registrant as Specified in Its Charter)
_________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: ______
______________________________________________________________________
(2) Aggregate number of securities to which transaction applies: ________
______________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
______________________________________________________________________
(4) Proposed maximum aggregate value of transaction: _____________________
______________________________________________________________________
(5) Total fee paid: ______________________________________________________
[ ] Fees paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid: _____________________________________________
(2) Form, schedule or registration statement no.: _______________________
(3) Filing party: _______________________________________________________
(4) Date filed: _________________________________________________________
<PAGE>
[ Republic Bancorp logo art ]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF
REPUBLIC BANCORP INC.
APRIL 24, 1996
TO: The Shareholders of Republic Bancorp Inc.
NOTICE is hereby given that the Annual Meeting of Shareholders of
Republic Bancorp Inc. ("Company") will be held at the Novi Hilton, 21111
Haggerty Road, Novi, Michigan 48050, on Wednesday, April 24, 1996 at 9:00
a.m., local time, for the following purposes:
1. To elect fifteen (15) directors of the Company to hold office
until the next annual meeting of shareholders or until their
successors are elected and qualified.
2. To consider and act upon any other matters which may properly
come before this meeting.
The above matters are more fully described in the accompanying Proxy
Statement. You are urged, after reading the Proxy Statement, to mark, sign,
date and return the Proxy to assure your representation at the meeting. No
postage is required if mailed in the United States in the accompanying
envelope. If you attend the meeting, you may revoke your proxy by so notifying
the Secretary at the meeting and may then vote your shares personally.
Only shareholders of record at the close of business on March 8, 1996
will be entitled to vote at the meeting and at any adjournments thereof.
By order of the Board of Directors,
/s/ DANA M. CLUCKEY
Dana M. Cluckey
President, Chief Operating Officer and
Assistant Secretary
Dated: March 20, 1996
<PAGE>
REPUBLIC BANCORP INC.
PROXY STATEMENT
For Annual Meeting of Shareholders to be held
on April 24, 1996
GENERAL INFORMATION
This Proxy Statement is furnished to shareholders of Republic Bancorp
Inc. ("Company") in connection with the solicitation of proxies by the
Company's Board of Directors for use at the Annual Meeting of Shareholders to
be held at 9:00 a.m., local time, on April 24, 1996 at the Novi Hilton, 21111
Haggerty Road, Novi, Michigan 48050, and at any adjournments thereof. It is
expected that the proxy materials will be mailed to shareholders on or about
March 20, 1996.
The registered office of the Company is located at 122 South Main
Street, Ann Arbor, Michigan 48104, telephone number (313) 665-4030.
Shareholders who have questions regarding the matters to be voted on at the
Annual Meeting should address them to Mary Lou Scriba, Assistant Secretary, at
the Company's principal office at 1070 East Main Street, P.O. Box 70, Owosso,
Michigan 48867, telephone number (517) 725-7337.
The Board of Directors, in accordance with the Bylaws, has fixed the
close of business on March 8, 1996 as the record date ("Record Date") for
determining the shareholders entitled to notice of and to vote at the Annual
Meeting or any adjournments thereof. At the close of business on the Record
Date the outstanding number of voting securities of the Company was 16,304,602
shares of Common Stock. At the Annual Meeting each holder of Common Stock may
vote in person or by proxy the number of shares of Common Stock owned by him
for as many persons as there are directors to be elected and for whose
election he has a right to vote.
All votes will be tabulated by employees of State Street Bank and
Trust Company, the Corporation's transfer agent for the Common Stock, who will
serve as inspectors of election. Abstentions and broker non-votes are each
included in the determination of the number of shares present and voting.
Abstentions are counted for purposes of determining whether a proposal has
been approved, whereas broker non-votes are not.
A proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted by (1) filing with the
Assistant Secretary of the Company, at or before the Annual Meeting, a written
notice of revocation bearing a date later than that of the proxy, (2) duly
executing a subsequent proxy relating to the same shares and delivering it to
the Assistant Secretary of the Company, or (3) attending the Annual Meeting
and voting in person. Any written notice of revocation should be sent to the
Company at its principal office, Attention: Mary Lou Scriba, Assistant
Secretary. All proxies will be voted in accordance with the direction of the
shareholder executing such proxy and, to the extent no directions are given,
they will be voted "for" approval for election of the nominees for directors.
The entire cost of preparing and mailing the proxy material will be
borne by the Company. Solicitation of proxies will be made by mail, personally
or by telephone or telegraph, by directors, officers and regular employees of
the Company. The Company will request brokerage houses and other custodians,
nominees and fiduciaries to forward soliciting materials to the beneficial
owners of the voting securities of the Company held of record by such persons,
and will reimburse them for their reasonable charges and out-of-pocket
expenses in connection therewith.
1
<PAGE>
PRINCIPAL HOLDERS OF THE COMPANY'S COMMON STOCK
The following table sets forth certain information concerning the
number of shares of the Company's Common Stock as of December 31, 1995, by
each person known by the Company to be the beneficial owner of more than five
percent (5%) of the Company's Common Stock (none were noted), for each of the
Company's directors, for each of the named executive officers, and for all
directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
Percentage of Outstanding
Name of Shares Common Shares
Beneficial Owner Beneficially Owned (1) Beneficially Owned
- ---------------- ---------------------- -------------------------
<S> <C> <C>
Jerry D. Campbell,
Chairman of the Board and
Chief Executive Officer 410,663 (2) 2.44%
Dana M. Cluckey, President,
Chief Operating Officer and Director 43,424 (3) *
Barry J. Eckhold, Vice President,
Chief Credit Officer and Secretary 23,890 (4) *
Thomas F. Menacher, Senior Vice
President, Treasurer and Chief Financial Officer 39,444 (5) *
Richard H. Shaffner, Vice President** 173,776 (6) 1.05%
Bruce L. Cook, Director 48,294 (7) *
Richard J. Cramer, Director 44,529 (8) *
George A. Eastman, Director 127,994 (9) *
Howard J. Hulsman, Director 320,664 (10) 1.94%
Gary Hurand, Director 55,335 (11) *
Dennis J. Ibold, Director 90,656 (12) *
Stephen M. Klein, Director 87,249 (13) *
John J. Lennon, Director 16,623 (14) *
Sam H. McGoun, Director 24,430 (15) *
Kelly E. Miller, Director 113,900 (16) *
Joe D. Pentecost, Director 227,692 (17) 1.38%
George B. Smith, Director 576,632 (18) 3.50%
Jeoffrey K. Stross, Director 16,458 (19) *
All Directors and Executive
Officers as a group (18 persons) 2,441,653 (20) 14.29%
<FN>
- ---------------------------
* The shares beneficially owned represent less than 1% of the
outstanding common shares.
** Mr. Shaffner resigned on January 5, 1996.
2
<PAGE>
(1) The numbers of shares stated are based on information furnished by
each person listed and include shares personally owned of record by
that person and shares that are considered to be otherwise
beneficially owned by that person. A beneficial owner of a security
includes any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise, has or shares
voting power or dispositive power with respect to the security. Voting
power includes the power to vote or direct the voting of the security.
Dispositive power includes the power to dispose or direct the
disposition of the security. A person will also be considered the
beneficial owner of a security if the person has a right to acquire
beneficial ownership of the security within 60 days. Unless otherwise
indicated below, each beneficial owner named has sole voting and
investment power with respect to the shares identified.
(2) Of the 410,663 shares beneficially owned by Mr. Campbell, (i) 30,615
shares are owned directly by Mr. Campbell, (ii) 10,958 shares are
owned by Mr. Campbell and held in the Company's 401(k) plan, (iii)
1,850 shares are owned by Volar Corporation, a corporation wholly
owned by Mr. Campbell, and (iv) 367,240 shares are available to Mr.
Campbell upon exercise of options he holds.
(3) Of the 43,424 shares beneficially owned by Mr. Cluckey, (i) 15,852
shares are owned directly by Mr. Cluckey, (ii) 5,446 shares are owned
by Mr. Cluckey and held in the Company's 401(k) plan, (iii) 86 shares
are owned jointly with his spouse, (iv) 14,300 shares are Restricted
Stock in which Mr. Cluckey maintains full voting rights, and (v) 7,740
shares are available upon exercise of warrants he holds.
(4) Of the 23,890 shares beneficially owned by Mr. Eckhold, (i) 8,666
shares are owned by Mr. Eckhold and held in the Company's 401(k) plan,
(ii) 11,594 are owned jointly with his spouse, and (iii) 3,630 shares
are available upon exercise of options he holds.
(5) Of the 39,444 shares beneficially owned by Mr. Menacher, i) 35 shares
are owned directly by Mr. Menacher, ii) 1,404 shares are owned by Mr.
Menacher and held in the Company's 401(k) plan, iii) 1,210 are owned
jointly with his spouse, iv) 13,200 shares are Restricted Stock in
which Mr. Menacher maintains full voting rights, and v) 23,595 shares
are available upon exercise of options he holds.
(6) Of the 173,776 shares beneficially owned by Mr. Shaffner, (i) 41,486
shares are owned jointly with his spouse, (ii) 13,398 shares are owned
by Mr. Shaffner and held in the Company's 401(k) plan, (iii) 6,655
shares are Restricted Stock in which Mr. Shaffner maintains full
voting rights, and (iv) 73,263 and 38,974 shares are available to him
upon exercise of options and warrants he holds, respectively.
(7) Of the 48,294 shares beneficially owned by Mr. Cook, (i) 34,046 shares
are owned directly by Mr. Cook, and (ii) 14,248 shares are available
upon exercise of warrants he holds.
(8) Of the 44,529 shares beneficially owned by Mr. Cramer, (i) 28,913
shares are owned directly by Mr. Cramer, (ii) 2,420 shares are owned
by trusts of which he is trustee, (iii) 1,135 shares are owned jointly
with his spouse, and (iv) 12,061 shares are available upon exercise of
warrants he holds.
(9) Of the 127,994 shares beneficially owned by Mr. Eastman, (i) 116,029
shares are held jointly with his spouse, and (ii) 11,965 shares are
available upon exercise of warrants he holds.
(10) Of the 320,664 shares beneficially owned by Mr. Hulsman, (i) 305,732
shares are owned by trusts of which Mr. Hulsman is trustee, and (ii)
14,932 shares are available upon exercise of warrants he holds.
(11) Of the 55,335 shares beneficially owned by Mr. Hurand, (i) 38,487
shares are owned directly by Mr. Hurand, (ii) 1,840 shares are owned
by a partnership in which he has an interest, (iii) 2,412 are owned
jointly with his spouse, and (iv) 12,596 shares are available upon
exercise of warrants he holds.
3
<PAGE>
(12) Of the 90,656 shares beneficially owned by Mr. Ibold, (i) 78,229
shares are owned directly by Mr. Ibold, (ii) 6,124 shares are held by
his spouse, (iii) 3,993 shares are owned by Mr. Ibold's son's trust
which Mr. Ibold's father serves as trustee, and (iv) 2,310 shares are
available upon exercise of warrants he holds.
(13) Of the 87,249 shares beneficially owned by Mr. Klein, (i) 2,019 shares
are owned directly by Mr. Klein (ii) 71,222 shares are controlled by
Mr. Klein through a trust in which he is custodian, and (iii) 14,008
shares are available upon exercise of warrants he holds.
(14) Of the 16,623 shares beneficially owned by Mr. Lennon, (i) 14,313
shares are owned directly by Mr. Lennon and (ii) 2,310 shares are
available upon exercise of warrants he holds.
(15) Of the 24,430 shares beneficially owned by Mr. McGoun, (i) 823 shares
are directly owned by Mr. McGoun, (ii) 19,966 shares are controlled by
his spouse through a trust in which she is the custodian, and (iii)
3,641 shares are available upon exercise of warrants he holds.
(16) Of the 113,900 shares beneficially owned by Mr. Miller, (i) 109,287
shares are owned directly by Mr. Miller, and (ii) 4,613 shares are
available upon exercise of warrants he holds.
(17) Of the 227,692 shares beneficially owned by Mr. Pentecost, (i) 4,122
shares are owned directly by Mr. Pentecost, (ii) 89,908 shares are
controlled by Mr. Pentecost through a trust in which he is custodian,
(iii) 6,546 shares are held by his spouse, (iv) 3,261 shares are
controlled by his spouse through trusts of which she is custodian, (v)
121,545 shares are held by Better Properties Inc., which he is
President, and (vi) 2,310 shares are available upon exercise of
warrants he holds.
(18) Of the 576,632 shares beneficially owned by Mr. Smith, (i) 8,470
shares are owned directly by Mr. Smith, (ii) 15,761 shares are owned
by Mr. Smith and held in the Company's 401(k) plan, (iii) 552,401
shares are owned jointly by Mr. Smith and his spouse.
(19) Of the 16,458 shares beneficially owned by Mr. Stross, (i) 12,817
shares are owned directly by Mr. Stross, and (ii) 3,641 shares are
available upon exercise of warrants he holds.
(20) Includes 467,728 and 145,349 shares of Common Stock available upon
exercise of options and warrants, respectively, for all directors and
executive officers as a group.
</TABLE>
4
<PAGE>
DIRECTORS
The directors of the Company, who have been nominated for reelection
to the Board, and their respective ages and positions with the Company as of
February 23, 1996, are as follows:
<TABLE>
<CAPTION>
Officer/
Name and Age Position Director Since
------------ -------- --------------
<S> <C> <C>
Jerry D. Campbell (55) Chairman of the Board and 1985
Chief Executive Officer
Dana M. Cluckey (36) President, Chief Operating 1986/1995
Officer and Director
Bruce L. Cook (67) Director 1985
Richard J. Cramer (55) Director 1991
George A. Eastman (61) Director 1990
Howard J. Hulsman (57) Director 1985
Gary Hurand (49) Director 1990
Dennis J. Ibold (47) Director 1993
Stephen M. Klein (42) Director 1988
John J. Lennon (59) Director 1993
Sam H. McGoun (56) Director 1990
Kelly E. Miller (41) Director 1990
Joe D. Pentecost (64) Director 1985
George B. Smith (67) Director 1987
Jeoffrey K. Stross (54) Director 1993
</TABLE>
The Bylaws of the Company provide for a Board of Directors of not less
than six (6) nor more than thirty (30) persons. The current Board of Directors
has determined that the number of directors who shall serve on the Board for
the ensuing term shall be fifteen (15) persons. The terms of each current
director will expire at the Annual Meeting. It is therefore the intention of
the persons named on the enclosed form of proxy to vote such proxy for
reelection of the above-listed current Board members, each of whose term shall
expire at the 1997 Annual Meeting. Nominees receiving a plurality of votes
cast at the meeting will be elected directors.
Each of the following current directors is willing to serve another
term on the Board. If any director at the time of reelection is unable to
serve, or is otherwise unavailable for election, and if other nominees are
designated, the persons named in the enclosed form of proxy shall have the
discretionary authority to vote or refrain from voting in accordance with
their judgment on such other nominees. However, if any nominees are
substituted by the Board of Directors, the persons named in the accompanying
form of proxy intend to vote for such nominees.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF ALL
NOMINEES AS DIRECTORS.
5
<PAGE>
Biographical information on each director is as follows:
JERRY D. CAMPBELL He has served as Chairman of the Board since the
Company was organized and has served as Chief
Executive Officer since April 1986. From April 1986
to January 1996, Mr. Campbell also served as
President of the Company. Presently, Mr. Campbell
is a director of Newcor, Inc. and a director of
Mercantile Bank of Naples, Florida. Mr. Campbell
has a B.S. degree in liberal arts from Central
Michigan University, a M.B.A. degree from Wayne
State University and a M.B.A. degree from The
University of Michigan.
DANA M. CLUCKEY He has served as President of the Company since
January 1996, and has been employed by the Company
since September 1986. From November 1992 to January
1996 he was Executive Vice President and Treasurer,
from October 1987 to November 1992 he was the Chief
Financial Officer of the Company and from September
1986 to October 1987 he was Controller of the
Company and Cashier of Republic Bank. Mr. Cluckey
has a B.B.A. degree from The University of Michigan
and is a Certified Public Accountant.
BRUCE L. COOK He is Chairman of Wolverine Sign Works of
Owosso, Michigan, a family-owned company
specializing in outdoor advertising, and has served
in that capacity, or as President of the Company
for several years. Mr. Cook was also President and
owner of Fairlane Builders, Inc., a residential
construction and development company, from 1954
through 1971. Mr. Cook has both a B.B.A. and a
M.B.A. degree from The University of Michigan.
RICHARD J. CRAMER He is President of Dee Cramer, Inc., sheet metal,
heating and air conditioning contractors, where he
has been employed since 1964. Mr. Cramer has a B.S.
degree from University of Notre Dame and a M.S.
degree from Michigan State University.
GEORGE A. EASTMAN He is an Orthodontic Consultant and previously had
a private practice in Flint, Michigan since 1963.
Dr. Eastman has a M.S. degree from The University
of Michigan and a D.D.S degree from The University
of Michigan.
HOWARD J. HULSMAN He is Chairman of the Board of Ross Learning, Inc.,
a private educational concern of Oak Park,
Michigan, and has served in that capacity since
July 1984. From August 1973 to July 1984, he served
as the President of Ross Learning, Inc. Mr. Hulsman
has a B.S. degree from Ferris State College and a
M.A. degree from Central Michigan University.
GARY HURAND He is President of Dawn Donut Systems, Inc., and
has served in that capacity since 1971. Mr. Hurand
is a director of BRT Realty Trust, a publicly held
company in Great Neck, New York. Mr. Hurand has a
B.A. degree from Michigan State University.
DENNIS J. IBOLD He is a partner at Petersen & Ibold (attorneys at
law) of Chardon, Ohio and has served in that
capacity since 1973. Mr. Ibold has a B.A. degree
from Marquette University and a J.D. degree from
Cleveland State University.
STEPHEN M. KLEIN He is Chairman and Chief Executive Officer of Omni
Funding Corporation, a consumer finance company,
and has served in this capacity since 1993. Mr.
Klein served as Chairman of the Board of
Diversified Insurance Services from 1989 through
1993, Chief Executive Officer from 1985 through
1989, and President from 1972 through 1985. Mr.
Klein was also previously President and Chief
Executive Officer of Hamady Complete Food Centers,
Inc. ("Hamady"). During 1991, while he was serving
as an officer of Hamady, Hamady became involved in
bankruptcy proceedings. Mr. Klein was also
previously Executive Vice President of Finance of M
& B Distributing Company, Inc., a wholesale food
distributor, and a director of McColgan Investment
Company, Inc., a wholly-owned subsidiary of M & B
Distributing Company, Inc. Mr. Klein has a J.D.
degree from John Marshall Law School.
6<PAGE>
JOHN J. LENNON He is retired. From 1977 to 1987 Mr. Lennon was
Chairman and Chief Executive Officer of White
Engines, Inc. of Canton, Ohio.
SAM H. McGOUN He is President and Chief Executive Officer of
Willis Corroon Corporation of Michigan, Inc., an
insurance agency, and has served in that capacity
since 1985. Mr. McGoun has a B.S. degree from Miami
University of Ohio.
KELLY E. MILLER He is President of Miller Oil Company, a joint
venture capital company concentrating in the oil
and gas industry, and has served in this capacity
since 1986. Mr. Miller has a B.S. and B.B.A. degree
from University of Oklahoma.
JOE D. PENTECOST He has served as President of Better Properties
Inc., a commercial real estate development company
of Lansing, Michigan since 1965. He is also a
director of Mercantile Bank of Naples, Florida.
GEORGE B. SMITH He is Chairman of the Board of Republic Bancorp
Mortgage Inc. ("Republic Mortgage"), a subsidiary
of the Company headquartered in Farmington Hills,
Michigan, and has served in that capacity since
1987. From 1983 to 1987, Mr. Smith served as
Chairman of the Board of Republic Mortgage's
predecessor, Mayflower Mortgage Company. Mr. Smith
served as Chairman of the Board and President of
Ann Arbor Mortgage Corporation from 1969 to 1983,
and previously was a real estate broker in Wayne
County, Michigan. Mr. Smith has a B.S. degree from
Michigan State University.
JEOFFREY K. STROSS He is a professor, Internal Medicine and Associate
Chief of Clinical Affairs, University Medical
Center. He has a B.S. degree from The University of
Michigan and a M.D. degree from The University of
Michigan.
7
<PAGE>
COMMITTEES AND MEETINGS
The Company has standing Executive, Audit, and Personnel, Compensation
and Nominating Committees of the Board of Directors.
The Executive Committee meets in place of the full board when special
issues or scheduling make it difficult to convene all of the Directors. The
Committee may act on behalf of the Board on all but major corporate matters.
All actions taken by the Committee are reported at the Board's next meeting.
The Audit Committee represents the Board in discharging its
responsibilities relating to the accounting, reporting and financial control
practices of the Company and its subsidiaries. The Committee annually reviews
the qualifications of the independent certified public accountants, makes
recommendations to the Board as to their selection, reviews the scope, fees
and results of their audit and approves their non-audit services and related
fees. The Committee reviews the distribution of, and compliance with, the
Company's conflict of interest policy, which is sent to appropriate managerial
employees of the Company and its subsidiaries, and receives reports as to any
exceptions. The Committee also reviews the scope of the internal auditor's
plans each year and the results of their audits.
The Personnel, Compensation and Nominating Committee identifies and
recommends candidates for election to the Board. It advises the Board on terms
of tenure and related matters, including issues involving potential conflicts
of interest, and considers any nominees recommended by shareholders. The name
of any candidate for election to the Board suggested by any shareholder,
together with a brief biographical sketch about such candidate, should be sent
to the attention of the Assistant Secretary of the Company. The Committee
approves standards for setting compensation levels for Company executives and
grants the specific awards made under the Company's incentive bonus plan. The
Committee also approves compensation of employees whose salaries are above
specified levels and makes recommendations to the Board for action on
compensation of executives on all matters requiring full Board approval. It
also reviews senior management development and appraisal programs.
During 1995, there were twelve regularly scheduled meetings of the
Board of Directors of the Company, eleven meetings of the Executive Committee,
three meetings of the Audit Committee and one meeting of the Personnel,
Compensation and Nominating Committee. Messrs. Campbell, Cook, Hulsman,
Pentecost and Smith are members of the Executive Committee. Messrs. Hulsman,
Cook, Cramer, Eastman and Hurand are members of the Audit Committee. Messrs.
Cook, Hulsman, McGoun and Miller are members of the Personnel, Compensation
and Nominating Committee. All directors attended at least 75% of the aggregate
number of meetings of the Board of Directors and meetings of committees on
which they served during the year, except for Mr. McGoun who attended 62% of
the meetings.
Each director (excluding directors who are also officers of the
Company) was entitled to a fee of $700 for each board meeting and $250 for
each committee meeting attended during 1995, payable in the Company's Common
Stock under the Company's Director Compensation Plan. In addition, at the
annual meeting of the Board of Directors, each director (excluding directors
who are also officers of the Company), receives a warrant to acquire 1,000
shares of the Company's common stock at the fair market value of the date the
warrant is granted. Such warrant represents the annual retainer fee for each
director.
8
<PAGE>
RELATED TRANSACTIONS
Mr. George B. Smith, Chairman of the Board of Republic Mortgage, and a
director of the Company, receives a base salary of $50,000, together with a
bonus plan based upon new loan origination volume and Republic Mortgage's net
earnings. For 1995, a bonus of $10,757 was paid to Mr. Smith. Mr. Smith's base
salary and bonus plan were approved by the Personnel, Compensation and
Nominating Committee and the Board of Directors. Republic Mortgage also leases
its office in Plymouth, Michigan, from Mr. Smith, under a month-to-month
lease, for $2,829 per month. Management of the Company believes this amount to
be reasonable and substantially similar to rental fees for comparable
buildings.
The Company and its subsidiaries paid insurance premiums totaling
approximately $105,000 for bonding and mortgage protection insurance to the
Willis Corroon Corporation of Michigan, Inc., an insurance agent of which Mr.
Sam H. McGoun, a director of the Company, is the President and Chief Executive
Officer. Management of the Company believes these premiums paid were
reasonable.
The Company's subsidiary banks, Republic Bank and Republic Savings
Bank have, in the normal course of business, made loans to certain of the
Company's directors and officers and to organizations in which certain
directors and officers have an interest. In the opinion of management, such
loans were made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
unrelated parties and did not involve more than the normal risk of
collectibility. The Company's executive officers do not have any loans with
either Republic Bank or Republic Savings Bank.
9
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following summary compensation table shows the compensation paid
in all capacities by the Company and its subsidiaries during fiscal years
1995, 1994 and 1993 to those persons who, at December 31, 1995, were i) the
Company's Chief Executive Officer, and (ii) the only other executive officers
of the Company whose salary and bonus for 1995 exceeded $100,000 (Named
Officers):
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Compensation
Annual Compensation (1) Awards
-------------------------- -------------------------
Stock
Name and Principal Restricted Underlying All Other
Position Year Salary(2) Bonus(2) Stock Options Compensation(3)
- ------------------ ---- --------- -------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Jerry D. Campbell 1995 $164,151 $ -0- -- -- $4,620
Chairman and 1994 164,151 -0- -- -- 4,620
Chief Executive 1993 164,151 361,132 -- -- 4,497
Officer
Barry J. Eckhold 1995 $ 92,212 $ 80,000 -- -- $4,620
Vice President 1994 92,212 92,000 -- 3,630 4,620
and Chief Credit 1993 92,212 105,000 -- -- 3,227
Officer
Richard H. Shaffner 1995 $116,091 $ -0- -- -- $4,252
Vice President 1994 116,091 -0- -- -- 4,620
1993 116,091 721,467 $63,938(4) 12,100 4,493
<FN>
(1) The aggregate amount of perquisites and other personal benefits for any
Named Officer did not exceed $50,000 or 10% of the total of annual salary
and bonus for any such Named Officer, and is therefore, not reflected in
the table.
(2) Includes compensation deferred under the Republic Bancorp Inc. Deferred
Compensation Plan.
(3) The Company has a tax-deferred savings plan qualified under Internal
Revenue Code Sections 401(a) and 401(k). Participants may voluntarily
reduce the wages paid to them by having the Company pay a portion of
their wages into the plan and the Company may contribute money to the
plan which will match a portion of each participant's deferral. During
1995, 1994, and 1993, the Company paid the above amounts to the accounts
of Messrs. Campbell, Eckhold, and Shaffner as matching contributions.
(4) Amount represents the value of 6,655 shares of Restricted Stock issued on
January 4, 1993, the grant date to Mr. Shaffner. The aggregate value and
number of shares of Restricted Stock owned by Mr. Shaffner at December
31, 1995 was $69,878 and 6,655 shares, respectively. Such shares vested
to Mr. Shaffner on January 4, 1996. Mr. Shaffner is entitled to all
dividends paid on such shares of Restricted Stock.
</TABLE>
10
<PAGE>
Shown below is information with respect to the stock options exercised
by the Named Officers during 1995 and their holdings of options at December
31, 1995. There were no stock options granted to the Named Officers during
1995.
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year
and Year-End Option Values
Number of Shares
Underlying Unexercised Value of Unexercised
Options Held at In-the-Money Options at
December 31, 1995 December 31, 1995(2)
Number of ---------------------- -----------------------
Share Value
Acquired Realized
Name on Exercise (Pre-tax)(1) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ----------- ----------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Jerry D. Campbell 50,000 $441,460 367,240 / -0- $2,361,980 / -0-
Barry J. Eckhold -- -- 3,630 / -0- -0- / -0-
Richard H. Shaffner 14,641 $125,913 73,263 / -0- $283,562/ -0-
<FN>
(1)For purposes of this column, "value" is determined for each exercised
option by subtracting the exercise price from the closing bid price for the
Company's Common Stock on the exercise date, as reported on the National
Association of Securities Dealers Automated Quotation System ("NASDAQ").
(2)For purposes of this column, "value" is determined for each unexercised
option by subtracting the aggregate exercise price for the option shares
from the NASDAQ reported closing bid price for the Company's Common Stock
as of December 31, 1995 of $10.50.
</TABLE>
11
<PAGE>
Compensation Committee Report
The report which follows is provided to shareholders by the members of
the Personnel, Compensation and Nominating Committee of the Board of Directors
of the Company ("Compensation Committee").
General. The Compensation Committee has been a standing committee of
the Board since 1985. Throughout its history, only "outside" non-employee
Directors have served on this committee. Among its other duties, the
Compensation Committee is charged with the responsibilities, subject to Board
of Directors' approval, of establishing, periodically reevaluating and, as
appropriate, adjusting and administering Company policies concerning the
compensation of management personnel, including the Chief Executive Officer
("CEO") and all other Executive Officers. In discharging such duties, the
Compensation Committee is responsible for annually determining and
recommending to the entire Board the annual base salary for each Executive
Officer and for establishing the criteria under which cash incentive bonuses
may be paid to such executives for the year. In addition, the Compensation
Committee is responsible for administering the Company's Option Plan and
Restricted Stock Plan under which options and restricted stock were granted to
Executive Officers and key management employees during the past fiscal year,
and will be responsible for administering the Plans during 1996.
For a number of years, including fiscal 1995, a basic tenet of the
Company's compensation policy as set by the Compensation Committee has been
that a substantial portion of the annual compensation of Executive Officers,
as well as other key management personnel, should be directly linked to
operating performance for the year. Since the adoption of the Company's
current Management Incentive Bonus Plan ("Incentive Bonus Plan") in 1991, this
policy has been implemented through that plan. The Option Plan and Restricted
Stock Plan, which were adopted and approved by shareholders in 1986 and 1993,
have been implemented by the Compensation Committee to further another basic
tenet of the Company's compensation philosophy that a component of potential
compensation for such key employees should be tied to the market value of
Common Stock. This compensation philosophy closely aligns the interests of
such employees with those of the shareholders and provides an incentive for
the creation of increasing shareholder value over the long term.
Overall, during fiscal 1995 as in prior years, the Executive Officers
compensation policies administered by the Compensation Committee have been
aimed at providing Executive Officers with compensation opportunities
competitive with those provided executives with comparable experience and
responsibilities at comparable companies, while at the same time tying a
substantial portion of such potential compensation to the achievement of
performance goals determined by the Compensation Committee.
Base Salaries. Base salaries for Executive Officers are initially
established by evaluating the responsibilities of the position to be held and
the experience of the individual, and by reference to the competitive
marketplace for executive talent, including a comparison to base salaries for
comparable positions at other companies. In determining its recommendations
for annual adjustments to such Executive Officers' base salaries, the
Compensation Committee focuses primarily on similar "executive marketplace"
data, including survey material on salary movements and range improvement for
peer executives, along with consideration to the extent of the Company's
success in meeting net earnings goals for the most recently completed fiscal
year and its assessment of the performance rendered by such Executive Officers
during the year.
During 1995, according to survey data on salary movements, peer
executives' salaries increased. However, due to the Company's policy that
places emphasis on payment for results versus higher fixed base salaries, with
respect to Mr. Campbell, the Compensation Committee made no increase in his
base salary for 1995. Mr. Campbell's 1995 salary was set at $164,151. Any
increase in Mr. Campbell's total compensation will be tied instead to the
attainment of net earnings goals in 1996.
12
<PAGE>
Incentive Bonus Plan. Any cash bonuses potentially awardable to
Executive Officers for fiscal 1995 were pursuant to the Incentive Bonus Plan.
That plan enables Executive Officers to earn an annual cash bonus generally
ranging from 50% to 200% of base salary for the fiscal year, but only if
Company net earnings (including bonuses) for the year have met or exceeded a
target amount established at the start of the year. If less than that target
but at least a certain minimum net earnings amount is achieved, which is
established at the start of the year, the maximum cash bonus which an
Executive Officer may be awarded for the year is reduced proportionately. Both
the target and minimum "performance points" are determined by the Compensation
Committee, after analyzing historical data, strategic issues and general
business conditions. In addition to these performance points, the Committee
also establishes individualized performance criteria for the CEO and approves
individualized performance criteria developed by the CEO for other Executive
Officers. Each Executive Officer is informed of his individualized criteria at
the start of the fiscal year.
After fiscal year-end, the cash bonus potentially awardable to an
Executive Officer for that year is determined as described above. Of that
amount, generally 80% is awarded to the Executive Officer as a unit
performance award, and some or all of the remaining 20% may be awarded to the
executive as an individual discretionary award, based on the Compensation
Committee's assessment of their individual performance for the year in light
of the criteria previously communicated to them. For fiscal 1995, the Company
did not meet the minimum net earnings target established by the Compensation
Committee. As a result, Mr. Campbell and other Executive Officers, with the
exception of Mr. Eckhold, received no bonus awards. Mr. Eckhold received a
cash incentive bonus based on achieving the net earnings target for Republic
Bank, an affiliate of Republic Bancorp Inc. in which he serves as Chairman of
the Board, President and Chief Executive Officer.
Stock Option and Restricted Stock Plans. The Option Plan and
Restricted Stock Plan provide for the grant of options to purchase Common
Stock and awards of restricted stock to Executive Officers and key employees
of the Company and its subsidiaries who, in the judgment of the Compensation
Committee, are expected to contribute materially to the Company's success in
the future. The awards of options and restricted stock made to Executive
Officers and key employees during 1995 were determined in light of the above
criterion and after consideration of performance factors similar to those
applicable under the Incentive Bonus Plan, including the Company's target net
earnings amount for fiscal 1995. There were no awards of options or restricted
stock to the Chief Executive Officer or Named Officers during 1995.
Certain Tax Developments. In mid-1993, Section 162(m) was added to the
Internal Revenue Code. Subject to certain exceptions (including exceptions
relating to stock options and for "performance-based" compensation if certain
conditions are met), Section 162(m) prohibits the deduction of compensation in
excess of $1 million paid in any year beginning with 1994 by a publicly-held
corporation to any Named Officers for the year. For fiscal 1995, the
compensation paid to each of the Company's Named Officers was below $1
million, and the Committee expects the same will be true for the current
fiscal year. Consequently, for the present the Committee has decided to defer
consideration of any compensation policies relating to Section 162(m).
Personnel, Compensation and Nominating Committee Members
Bruce L. Cook, Chairperson
Howard J. Hulsman
Sam H. McGoun
Kelly E. Miller
Stock Performance Graph
The graph on the following page compares the cumulative total
shareholder return on the Company's Common Stock for the last five fiscal
years with the cumulative total return on (1) The NASDAQ Stock Market Index,
which is comprised of all United States common shares traded on the NASDAQ and
(2) The NASDAQ Bank Stocks Index, which is comprised of bank and bank holding
company common shares traded on the NASDAQ over the same period. The graph
assumes the investment of $100 in the Company's Common Stock, The NASDAQ
(Stock Market) Index and The NASDAQ Bank Stocks Index on December 31, 1990 and
the reinvestment of all dividends. The shareholder return shown on the graph
is not necessarily indicative of future performance.
13
<PAGE>
Comparison of Five Year Cumulative Total Return
[ GRAPH ]
____ RBNC -...- NASDAQ Stock Market (U.S. Companies) - - - - NASDAQ Bank
Stocks
The dollar value for total shareholder return plotted in the graph above are
shown in the table below.
<TABLE>
<CAPTION>
NASDAQ
Stock Market NASDAQ
RBNC (U.S. Companies) Bank Stocks
---- ---------------- -----------
<S> <C> <C> <C>
1990 100.0 100.0 100.0
1991 174.7 160.6 164.1
1992 349.8 186.9 238.9
1993 448.8 214.5 272.4
1994 363.8 209.7 271.4
1995 448.7 296.3 404.4
</TABLE>
14
<PAGE>
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Deloitte & Touche LLP, independent certified public accountants for
fiscal 1995, have been reappointed by the Board of Directors for fiscal 1996.
Representatives of Deloitte & Touche LLP will be present at the Annual Meeting
to respond to appropriate questions by shareholders and to make a statement if
they so desire.
SHAREHOLDER PROPOSALS
A proposal submitted by a shareholder for the 1997 annual meeting must
be received by the Secretary of the Company at its principal office by
November 22, 1996, in order to be eligible to be included in the Company's
proxy statement and form of proxy relating to that meeting.
SECTION 16(A) COMPLIANCE
Directors and Executive Officers of the Company and beneficial owners
of more than 10% of its Common Stock are required to file initial reports of
ownership and reports of changes in ownership of Company securities pursuant
to Section 16(a) of the Securities Exchange Act of 1934. Since May 1, 1991,
such persons also have been required to provide the Company with copies of
such reports. The Company has reviewed all such report copies as it has
received from persons known to the Company to be (or during fiscal year 1995
to have been) subject to these Section 16(a) provisions and also has received
and reviewed written representations from certain persons to the effect that
other reports have not been required of them. Based solely on such review the
Company believes that, for fiscal year 1995, its directors and officers all
complied with all applicable filing requirements, except Mr. Cluckey and Mr.
Menacher, for each of whom a single Form 4 report reporting a single
transaction was filed late.
MISCELLANEOUS
Financial statements of the Company for the year ended December 31,
1995 are included in the Annual Report which accompanies the Proxy Statement.
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended, or
the 1934 Act, which might incorporate future filings, including this Proxy
Statement, in whole or in part, the Compensation Committee Report and the
Stock Performance Graph contained herein shall not be incorporated by
reference in any such filings.
It is not expected that any other matters are likely to be brought
before the meeting. However, if any other matters are to be presented, it is
the intention of the persons named in the proxy to vote the proxy in
accordance with their best judgment.
It is important that proxies be returned promptly to avoid unnecessary
expense. Therefore, shareholders who do not expect to attend in person are
urged, regardless of the number of shares of stock owned, to mark, sign, date,
and return the enclosed proxy promptly to:
State Street Bank and Trust Company
Corporate Services Department
P.O. Box 592
Boston, Massachusetts 02102-9906
15
<PAGE>
[Form of Proxy Card -- Front]
REPUBLIC BANCORP INC.
Common Stock, $5.00 Par Value
PROXY Solicited by the Board of Directors for the
Annual Meeting of Shareholders to be held April 24, 1996
The undersigned hereby appoints Jerry D. Campbell and Dana M. Cluckey,
or either of them, with power of substitution in each, proxies to vote all
Common Stock of the undersigned in Republic Bancorp Inc. ("Company") at
the Annual Meeting of Shareholders to be held on April 24, 1996 and at all
adjournments thereof, upon all matters coming before said meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE DIRECTORS.
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
- -------------------------------------------------------------------------------
Please sign this Proxy exactly as your name appears on the books of the
Corporation. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, this signature
should be that of an authorized officer who should state his or her title.
- -------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED?
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
<PAGE>
[Form of Proxy -- Back]
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE With- For All
For hold Except
1.) Election of Directors / / / / / /
REPUBLIC BANCORP INC.
Nominees as Directors:
RECORD DATE SHARES:
Jerry D. Campbell Stephen M. Klein
Dana M. Cluckey John J. Lennon
Bruce L. Cook Sam H. McGoun
Richard J. Cramer Kelly E. Miller
George A. Eastman Joe D. Pentecost
Howard H. Hulsman George B. Smith
Gary Hurand Jeoffrey K. Stross
Dennis J. Ibold
If you do not wish to direct the voting of your
shares "FOR" a particular nominee, mark the
"For All Except" box and strike a line through
the nominee(s) name. Your shares will be voted
for the remaining nominee(s).
To vote for an individual other than a nominee
listed above, write the individuals name in the
space provided below. You may vote for a total
of Fifteen (15) individuals.
_______________________________________________
2.) In their discretion, the Proxies are authorized
to vote upon such other matters that may
properly come before the meeting.
Please be sure to sign and date this Proxy. Date Mark box at right / /
if address change
Shareholder sign here Co-owner sign here has been noted on
the reverse side.
DETACH CARD DETACH CARD
REPUBLIC BANCORP INC.
Dear Shareholder:
The 1996 Annual Meeting of Shareholders of Republic Bancorp Inc., will be held
at 9:00 a.m. on Wednesday, April 24, 1996, at the Novi Hilton, 21111 Haggerty
Road, Novi, Michigan 48050.
The vote of each shareholder is important. I urge you to mark, sign, date and
return the attached proxy card as promptly as possible. In this way, you can
be sure your shares will be voted at the meeting.
Please mark the boxes on the proxy card to indicate how your shares shall be
voted. Then sign the card, detach it and return your proxy vote in the
enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of Shareholders on
April 24, 1996.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Jerry D. Campbell
Chairman and Chief Executive Officer
