Registration No. 333-26515
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REPUBLIC BANCORP INC.
(Exact name of registrant as specified in its charter)
Michigan 38-2604669
(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation or Number)
organization)
1070 East Main Street
Owosso, Michigan 48867
(Address of Principal Executive Offices)
REPUBLIC BANCORP INC.
1997 STOCK OPTION PLAN
(Full title of the plan)
Dana M. Cluckey
Republic Bancorp Inc.
1070 East Main Street
Owosso, Michigan 48867
(Name and address of agent for service)
(517) 725-7337
(Telephone number, including area code, of agent for service)
COPIES OF COMMUNICATIONS TO:
Cynthia A. Moore, Esq.
Dickinson, Wright, Moon, Van Dusen & Freeman
525 North Woodward Avenue
Bloomfield Hills, Michigan 48304
<PAGE>
87,000 Shares
REPUBLIC BANCORP INC.
Common Stock
Prospectus
July 29, 1997
TABLE OF CONTENTS
Page
----
Available Information...........................................2
Incorporation of Certain Documents by Reference.................2
Risk Factors....................................................3
The Company.....................................................5
Description of Securities.......................................6
The Offering....................................................7
Selling Shareholders............................................8
Use of Proceeds.................................................9
Plan of Distribution...........................................10
Legal Matters..................................................10
Experts........................................................10
<PAGE>
PROSPECTUS
87,000 Shares
REPUBLIC BANCORP INC.
Common Stock
The shares of Common Stock ("Shares") of Republic Bancorp Inc.
("Company") being offered hereby are being sold by certain shareholders
("Selling Shareholders") who have the right to acquire the Shares by exercise
of options held by them under the Company's 1997 Stock Option Plan. See
"Selling Shareholders." The Company will not receive any proceeds from the
sale of the Shares.
The Selling Shareholders may, from time to time, offer for sale and
sell the Shares (a) in transactions executed through The Nasdaq Stock Market,
(b) in negotiated transactions, or (c) through other means. Sales may be
effected at market prices prevailing at the time of sale or at such other
prices as may be negotiated by the Selling Shareholders.
The Common Stock of the Company is quoted on The Nasdaq Stock Market
and reported under the symbol RBNC. On July 28, 1997, the last reported sale
price for the Company's Common Stock was $15.25 per share.
For a discussion of risk factors affecting investment in
the Shares, see "Risk Factors" beginning on page 3.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
------------------
July 29, 1997
1
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith
files reports, proxy and information statements and other information with
the Securities and Exchange Commission ("Commission"). Such reports, proxy
and information statements and other information can be inspected and copied
at the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices at 7 World Trade Center, Suite 1300, New York, New York 10048 and 500
West Madison Avenue, Suite 1400, Chicago, Illinois 60661. Copies of such
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
The Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission, including the Company. The address of the
Commission's Web site is http://www.sec.gov.
The Company has filed with the Commission a Registration Statement
(No. 333-26515) under the Securities Exchange Act of 1933, as amended, with
respect to the Shares offered hereby. This Prospectus does not contain all
the information set forth in the Registration Statement and the exhibits
thereto. For further information with respect to the Company and such Shares,
reference is hereby made to such Registration Statement and to the exhibits
thereto. Such information may be inspected at the offices of the Commission
without charge and copies obtained at prescribed rates as set forth above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, all of which were previously filed with the
Commission pursuant to the Exchange Act, are incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K for its fiscal year
ended December 31, 1996; and
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof, and prior to the termination of the offering of the Common Stock
hereby, are also incorporated herein by reference.
Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent
2
<PAGE>
that such statement is modified or replaced by a statement contained in this
Prospectus or in any other subsequently filed document that also is
incorporated by reference into this Prospectus. Any such statement so
modified or superseded shall not be deemed, except as so modified or
replaced, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a
copy of this Prospectus is delivered, upon written or oral request, a copy of
any and all documents incorporated herein by reference (other than exhibits
to such documents unless such exhibits are specifically incorporated by
reference into the information that the Prospectus incorporates). Requests
for such copies should be directed to Thomas F. Menacher, Senior Vice
President, Treasurer and Chief Financial Officer, Republic Bancorp Inc., 1070
East Main Street, Owosso, Michigan 48867; (517) 725-7337.
RISK FACTORS
Prospective purchasers of the Common Stock should carefully consider
the following factors in addition to the other information contained in this
Prospectus.
Reliance on Subsidiaries for Dividends
The Company and its banking subsidiaries are subject to extensive
regulation and supervision by various state and federal regulatory agencies.
As a bank holding company, the Company's ability to pay dividends depends
upon the receipt of dividends from its subsidiaries, its earnings from
investments and other cash and investments held by the Company. The amount of
dividends that the subsidiary banks may pay to the Company is limited by
various state and federal laws and by the regulations promulgated by the
respective primary regulators, which impose certain minimum capital
requirements.
Interest Rate Risk
The Company's profitability may be adversely affected by rapid
changes in interest rates. An institution with long-term assets (both loans
and investments) can experience a decrease in profitability and the value of
its assets if the general level of interest rates rises quickly. In addition,
rates paid on deposits and short-term borrowings may rise more quickly in a
rapidly rising interest rate environment than rates earned on loans and
investment securities. At June 30, 1997, the Company was slightly liability
sensitive by $12.5 million, or .81% of interest-earning assets. This
point-in-time measurement of interest sensitivity indicates that over the
course of one year, an increase in short-term interest rates would negatively
impact both net interest income and the net interest margin since
interest-bearing liabilities would reprice faster than interest-bearing
assets. Alternatively, a decrease in short-term interest rates would
positively impact net interest income and the net interest margin for the
same reason.
3
<PAGE>
The mortgage banking business represented by the origination, sale
and servicing of residential mortgage loans at the Company's mortgage loan
production offices and retail bank branches is volatile since revenues are
dependent on origination volume. Revenues from mortgage banking activities
may be significantly affected by increases in market interest rates. Mortgage
bankers typically experience reduced originations during periods of high
market interest rates which expose them to the risk that they will not be
able to reduce overhead expenses quickly enough to avoid losses from
operations. Exposure to interest rate risk is also significant during the
period between the time the interest rate on a customer's mortgage loan
application is locked and the time the mortgage loan actually closes, as well
as during the period between the time such rate is locked and the time the
Company sells the loan to end investors in the secondary market. A sudden
increase in interest rates during this period of time may cause a higher
percentage of loans to close than projected. To the degree this was not
anticipated, the Company may incur significant losses upon the sale of these
additional loans, thereby, adversely affecting results of operations. The
Company attempts to manage the interest rate risk inherent in such
transactions by continually monitoring market interest rates and by obtaining
purchase commitments from end investors prior to closing the loans.
The profitability to the Company of its mortgage loan originations
is also in part a function of the difference between long-term interest
rates, at which the Company makes its mortgage loans, and short-term interest
rates, at which the Company finances such loans. Generally, short-term rates
are lower than long-term rates and the Company benefits from this spread
during the time the loans are held by the Company. A decrease in this net
interest spread would have a negative effect on the Company's net interest
income and profitability, and there can be no assurance that the net interest
spread will not decrease.
Secondary Marketing
The Company's ability to generate funds through sales of mortgage
loans or mortgage-backed securities is largely dependent upon the
continuation of programs administered by FNMA, FHLMC and GNMA, which
facilitate the issuance of such securities, as well as the Company's
continued eligibility to participate in such programs. The Company's ability
to originate and sell mortgage loans is also dependent in part upon the
continuation of various programs administered by the FHA which insures
mortgage loans and the VA which partially guarantees mortgage loans. Although
the Company is not aware of any proposed actions to discontinue or reduce the
operation of any such programs, such discontinuation or reduction could have
a material adverse effect on the Company's operations. Mortgage loans sold by
the Company into the secondary market are typically without recourse to the
Company in the event of default by the borrowers. However, under certain
circumstances, the Company may become liable for the unpaid principal and
interest on loans which it has sold.
4
<PAGE>
Loan Servicing
Although mortgage servicing fees generally provide a predictable
cash flow, they also entail certain risks. Recessionary trends generally
increase the rate of delinquencies and foreclosures on mortgage loans,
thereby, increasing the costs associated with administering delinquent
mortgage loans. On the other hand, as interest rates decrease and the
economic advantages of refinancing mortgage loans increase, prepayments of
mortgage loans may increase, thereby, reducing the period during which the
Company receives servicing income from such loans.
Competition within Markets; Competition for Acquisitions
Commercial and retail banking is a highly competitive business in
which the Company faces numerous banking institutions and non-bank financial
services organizations as competitors. This has been evidenced by increased
competition from finance companies and credit unions in the areas of consumer
lending and deposit gathering. The Company's mortgage banking operations also
face significant competition from numerous bank and non-bank companies.
Generally, other financial institutions have greater resources at their
disposal for use in acquisitions and higher lending limits than those of the
Company's banking subsidiaries or any banking institution the Company could
acquire.
The principal factor of competition in the markets for deposits and
loans are price (interest rates paid and charges) and customer service. The
Company's banking subsidiaries compete for deposits by offering depositors a
variety of checking and savings accounts, time deposits, convenient office
locations, trained personal bankers who specialize in providing personal
attention to customers and other services. The Company competes for loans
through the efficiency and quality of the services it provides to borrowers
and the development of long-term relationships with real estate brokers and
homebuilders. The Company seeks to compete for loans primarily on the basis
of customer service, including prompt underwriting decisions and funding of
loans, and by offering a variety of loan programs and competitive interest
rates.
THE COMPANY
Republic Bancorp Inc. (the "Company") is a bank holding company
incorporated under the laws of the State of Michigan on March 8, 1985. The
Company's principal office is located in Ann Arbor, Michigan. Executive
offices are located at 1070 East Main Street, Owosso, Michigan 48867, (517)
725-7337.
The Company currently operates 104 retail bank branches and mortgage
loan production offices in 20 states. Commercial and retail banking products
are offered through its two banking subsidiaries: Republic Bank and Republic
Savings Bank. Together, the banking subsidiaries operate 32 retail bank
branches and 7 mortgage loan production offices in Michigan, Ohio and
Indiana.
5
<PAGE>
To complement its commercial and retail banking activities, the
Company has grown a nationwide mortgage banking business through the
operations of Market Street Mortgage Corporation ("Market Street"), a
mortgage banking company headquartered in Clearwater, Florida, with 37
offices in 11 states; Republic Bancorp Mortgage Inc. ("Republic Bancorp
Mortgage"), a mortgage company located in Farmington Hills, Michigan, with 13
offices in 5 states; and CUB Funding Corporation ("CUB Funding"), a mortgage
company based in Calabasas, California, with 15 offices in 4 states. Republic
Bancorp Mortgage and CUB Funding are wholly-owned subsidiaries of Republic
Bank, while Market Street is an 80% majority-owned subsidiary of Republic
Bank.
At June 30, 1997, the Company had total assets of $1.7 billion,
total deposits of $1.0 billion and shareholders' equity of $122.2 million.
For the quarter ended June 30, 1997, the Company reported net income of $4.7
million, compared to $4.1 million for the second quarter of 1996. Mortgage
loan originations totaled $960.0 million for the second quarter of 1997,
compared to $936.0 million for the same period a year ago. At June 30, 1997,
the Company's mortgage loan servicing portfolio was $2.9 billion, compared to
$3.3 billion at June 30, 1996.
The Company's current operating strategy for the mortgage banking
business is to continue growing mortgage banking fee income and related
interest income while managing interest rate and liquidity risks. The
Company's mortgage banking business earns fees for originating and servicing
loans. Selling mortgage loans to the secondary market provides additional
revenue, the level of which is dependent upon market conditions at the time
of sale. In addition, the mortgage banking business effectively earns
long-term interest rates on short-term investments (i.e., mortgage loans held
for sale), which helps the Company to minimize its exposure to interest rate
risk.
DESCRIPTION OF SECURITIES
General
Under the Company's Articles of Incorporation, as amended to date,
its authorized capital stock consists of 30,000,000 shares of Common Stock,
$5.00 par value per share, of which 16,898,895 shares were outstanding as of
June 30, 1997 and 5,000,000 shares of preferred stock, no par value. With
respect to the preferred stock, no shares are currently issued or
outstanding.
The following is a summary of the terms of the Common Stock and
Preferred Stock. A complete description of the terms and conditions of the
Common Stock and Preferred Stock are set forth in the Company's Articles of
Incorporation and the authorizing resolutions of the Company's Board of
Directors, copies of which are on file with the Securities and Exchange
Commission.
6
<PAGE>
Common Stock
Each share of Common Stock is entitled to one vote. Shareholders do
not have any cumulative voting rights.
Holders of Common Stock are entitled to receive such dividends as
may be declared by the Company's Board of Directors after the payment of any
dividends to which the holders of preferred stock are entitled, provided
that, after giving effect to such dividend, the Company would be able to pay
its debts as they become due in the usual course of business and its total
assets would not be less than its total liabilities.
In the event of liquidation, the holders of Common Stock will be
entitled, after payment of amounts due to creditors and of the amounts to
which the holders of preferred stock shall be entitled upon liquidation, to
share ratably in the remaining assets of the Company.
The holders of the Common Stock do not have any preemptive,
conversion or redemption rights.
All shares of Common Stock currently outstanding are fully paid and
nonassessable.
Preferred Stock
The Board of Directors of the Company has authority to divide the
5,000,000 authorized shares of preferred stock into series and to fix the
rights and preferences of any series so established. Variations between
different series may be created by the Board of Directors with respect to
such matters as voting rights, if any; the rate of dividend, the priority of
payment thereof, and the right to accumulation thereof, if any; redemption
terms and conditions; and the rights of conversion, if any. The holders of
preferred stock have no preemptive right to subscribe to any additional
securities which may be issued by the Company.
THE OFFERING
The following is a summary of the terms of the offering. Prospective
investors are advised to review carefully the matters described under "Risk
Factors."
Common Stock offered by
the Selling Shareholders . . . . . . . . 87,000 Shares
Nasdaq Symbol . . . . . . . . . . . . . . . RBNC
7
<PAGE>
Use of Proceeds . . . . . . . . . . . . . . The Company will not receive any
proceeds from the sale of Common
Stock by the Selling
Shareholders.
SELLING SHAREHOLDERS
The Selling Shareholders consist of affiliates of the Company who
have the right to acquire shares of Common Stock upon exercise of options
issues under the Company's 1997 Stock Option Plan.
The following chart sets forth the number of shares of Common Stock
to be offered in the offering by each of the Selling Shareholders and the
percentage of outstanding Common Stock which will be owned by each of the
Selling Shareholders after completion of the offering.
<TABLE>
<CAPTION>
Percentage of
Outstanding
Shares of Common Shares of Common Common Stock
Stock Held Prior to Stock to be Offered Owned after
Selling Shareholders the Offering in the Offering Offering
-------------------- ------------------- ------------------- ---------------
<S> <C> <C> <C>
Jerry D. Campbell 165,756 (1) 30,000 *
Chairman of the Board and
Chief Executive Officer
Dana M. Cluckey 87,372 (2) 30,000 *
President and Chief
Operating Officer
Barry J. Eckhold 44,934 (3) 12,000 *
Vice President and
Chief Credit Officer
Thomas F. Menacher 41,037 (4) 10,000 *
Senior Vice President,
Treasurer and Chief
Financial Officer
George E. Parker, III 16,211 (5) 5,000 *
General Counsel and
Corporate Secretary
<FN>
* The shares beneficially owned represent less than 1% of the
outstanding common shares.
8
<PAGE>
(1) Of the 165,756 shares beneficially owned by Mr. Campbell, (i) 10,000
shares are owned directly by Mr. Campbell; (ii) 13,487 shares are
owned by Mr. Campbell and held in the Company's 401(k) plan; (iii)
33,675 shares are owned by a trust of which Mr. Campbell is trustee;
(iv) 2,035 shares are owned by Volar Corporation, a corporation
wholly owned by Mr. Campbell; (v) 5,000 shares are restricted stock
in which Mr. Campbell maintains full voting rights; and (vi) 101,559
shares are available to Mr. Campbell upon exercise of options he
holds.
(2) Of the 87,372 shares beneficially owned by Mr. Cluckey, (i) 17,437
shares are owned directly by Mr. Cluckey; (ii) 7,098 shares are owned
by Mr. Cluckey and held in the Company's 401(k) plan; (iii) 94 shares
are owned jointly with his spouse; (iv) 24,230 shares are restricted
stock in which Mr. Cluckey maintains full voting rights; and (v)
38,513 shares are available upon exercise of options and warrants he
holds.
(3) Of the 44,934 shares beneficially owned by Mr. Eckhold, (i) 10,988
shares are owned directly by Mr. Eckhold and held in the Company's
401(k) plan; (ii) 13,853 shares are held jointly with his spouse;
(iii) 4,100 shares are restricted stock in which Mr. Eckhold
maintains full voting rights; and (iv) 15,993 shares are available
upon exercise of options he holds.
(4) Of the 41,037 shares beneficially owned by Mr. Menacher, (i) 59
shares are owned directly by Mr. Menacher; (ii) 2,814 shares are
owned by Mr. Menacher and held in the Company's 401(k) plan; (iii)
1,331 shares are owned jointly with his spouse; (iv) 15,520 shares
are restricted stock in which Mr. Menacher maintains full voting
rights; and (v) 21,313 shares are available upon exercise of options
he holds.
(5) Of the 16,211 shares beneficially owned by Mr. Parker, (i) 91 shares
are owned directly by Mr. Parker; (ii) 3,212 shares are held by his
spouse; (iii) 5,408 shares are controlled by Mr. Parker through an
Individual Retirement Account for which he is the custodian; (iv)
2,500 shares are restricted stock in which Mr. Parker maintains full
voting rights; and (v) 5,000 shares are available upon exercise of
options he holds.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common
Stock by the Selling Shareholders.
9
<PAGE>
PLAN OF DISTRIBUTION
The Selling Shareholders may, from time to time, offer for sale and
sell the Shares (a) in transactions executed through The Nasdaq Stock Market,
(b) in negotiated transactions, or (c) through other means. Sales may be
effected at market prices prevailing at the time of sale or such other prices
as may be negotiated by the Selling Shareholders.
The Selling Shareholders may effect such transactions by selling
Shares to or through dealers, and such dealers may receive compensation in
the form of underwriting discounts, concessions or commissions from the
Selling Shareholders (which compensation, if any, is not expected to be in
excess of customary commissions).
LEGAL MATTERS
The validity of the Common Stock offered hereby has been passed upon
for the Company by Dickinson, Wright, Moon, Van Dusen & Freeman, Detroit,
Michigan.
EXPERTS
The consolidated financial statements of the Company and its
subsidiaries incorporated herein by reference to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1996, have been audited
by Deloitte & Touche LLP, independent auditors, as stated in their reports,
which reports are incorporated herein by reference, and have been so
incorporated in reliance upon such reports set forth therein, given the
authority of that firm as experts in accounting and auditing.
10
<PAGE>
PART II
Item 8. Exhibits
Exhibit Number Exhibit
- -------------- -------
5 Legal Opinion of Dickinson, Wright, Moon, Van Dusen &
Freeman re: legality of shares
23 Consent of Deloitte & Touche LLP
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Owosso, State of
Michigan, on the 29th day of July, 1997.
REPUBLIC BANCORP INC.
By: /s/ Jerry D. Campbell
---------------------
Jerry D. Campbell
Chairman of the Board and Chief
Executive Officer
By: /s/ Thomas F. Menacher
----------------------
Thomas F. Menacher
Senior Vice President, Treasurer
and Chief Financial Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
/s/ Jerry D. Campbell
- ----------------------------- Chairman of July 17, 1997
Jerry D. Campbell the Board and Chief
Executive Officer
/s/ Dana M. Cluckey
- ------------------------------ President, Chief July 17, 1997
Dana M. Cluckey Operating Officer
and Director
/s/ Bruce L. Cook Director July 17, 1997
- ------------------------------
Bruce L. Cook
/s/ Richard J. Cramer Director July 17, 1997
- ------------------------------
Richard J. Cramer
/s/ George A. Eastman Director July 17, 1997
- ------------------------------
George A. Eastman
/s/ Howard J. Hulsman Director July 17, 1997
- ------------------------------
Howard J. Hulsman
/s/ Gary Hurand Director July 17, 1997
- ------------------------------
Gary Hurand
/s/ Dennis J. Ibold Director July 17, 1997
- ------------------------------
Dennis J. Ibold
<PAGE>
/s/ Stephen M. Klein Director July 17, 1997
- ------------------------------
Stephen M. Klein
/s/ John J. Lennon Director July 17, 1997
- ------------------------------
John J. Lennon
/s/ Sam H. McGoun Director July 17, 1997
- ------------------------------
Sam H. McGoun
Director July __, 1997
- ------------------------------
Kelly E. Miller
- ------------------------------ Director July __, 1997
Joe D. Pentecost
/s/ George B. Smith Director July 17, 1997
- ------------------------------
George B. Smith
/s/ Jeoffrey K. Stross Director July 17, 1997
- ------------------------------
Jeoffrey K. Stross
<PAGE>
EXHIBIT INDEX
Exhibit Number Exhibit Sequential Page Number
- -------------- ------- ----------------------
5 Legal Opinion of Dickinson, Wright, Moon,
Van Dusen & Freeman re: legality of
Shares 18
23 Consent of Deloitte & Touche LLP 20
</TABLE>
Exhibit 5
[DICKINSON, WRIGHT, MOON, VAN DUSEN & FREEMAN LETTERHEAD]
July 28, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Republic Bancorp Inc.
Ladies and Gentlemen:
We are acting as counsel for Republic Bancorp Inc., a Michigan
corporation (the "Company), in connection with its registration of 87,000
shares of its Common Stock, $5.00 par value (the "Stock"), which are being
sold by certain shareholders (the "Selling Shareholders") who have the right
to acquire the stock by exercise of options held by them under the Company's
1997 Stock Option Plan. The Stock is described in a post-effective amendment
to the Company's registration statement on Form S-8, Registration No.
333-26515 (the "Registration Statement"), which has been filed by the Company
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended.
Based upon our examination of such corporate records and other
documents and certificates as we deemed it necessary to examine, it is our
opinion that the Stock has been duly and validly authorized, and when issued,
delivered and paid for by the Selling Shareholders upon exercise of such
options and when resold, delivered and paid for, will be legally issued,
fully paid and nonassessable.
<PAGE>
Securities and Exchange Commission
July 28, 1997
Page 2
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement, and the reference made to our Firm under the caption
"Legal Matters" in the Prospectus constituting part of the Registration
Statement.
Very truly yours,
/s/ DICKINSON, WRIGHT, MOON,
VAN DUSEN & FREEMAN
Deloitte &
Touche LLP
- ---------- -------------------------------------
Suite 900 Telephone (313) 396-3000
600 Renaissance Center
Detroit, Michigan 48243-1704
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this post-effective amendment
No. 1 Registration Statement (333-26515) of Republic Bancorp, Inc. on Form S-8
of our report dated January 16, 1997, appearing in the Annual Report on Form
10-K of Republic Bancorp, Inc. for the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
- ------------------------
Detroit, Michigan
July 28, 1997
