<PAGE>
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, 1999
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, 1999 and
1998, Supplemental Schedules for the year ended December 31,
1999, and Report of Independent Auditors dated June 21, 2000
Attached as Exhibit 23 is written consent of independent auditor,
Ernst & Young LLP.
<PAGE>
REPUBLIC BANCORP INC.
TAX DEFERRED SAVINGS PLAN
Financial Statements for the
Years Ended December 31, 1999 and 1998,
Supplemental Schedules for the
Year Ended December 31, 1999 and
Report of Independent Auditors
<PAGE>
REPUBLIC BANCORP INC.
TAX DEFERRED SAVINGS PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
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Page Number
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<S> <C>
Report of Independent Auditors 1
Financial Statements for the Years Ended December 31, 1999 and 1998:
Statements of Assets Available for Benefits 2
Statements of Changes in Assets Available for Benefits 3
Notes to Financial Statements 4 - 9
Signatures 10
Supplemental Schedules for the Year Ended December 31, 1999:
Schedule G, Part I - Schedule of Loans or Fixed Income
Obligations in Default or Classified
as Uncollectible N/A
Schedule G, Part II - Schedule of Leases in Default or Classified
as Uncollectible N/A
Schedule G, Part III - Schedule of Non-Exempt Transactions N/A
Schedule H, Line 4i - Schedule of Assets Held for Investment
Purposes at End of Year 11
Schedule H, Line 4j - Schedule of Reportable Transactions 12
</TABLE>
<PAGE>
Report of Independent Auditors
To the Trustees and Participants of
Republic Bancorp Inc. Tax-Deferred Savings Plan and Trust
Owosso, Michigan
We have audited the accompanying statements of assets available for benefits of
Republic Bancorp Inc. Tax-Deferred Savings Plan and Trust as of December 31,
1999 and 1998, and the related statements of changes in 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 auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the 1999 and 1998 financial statements referred to above present
fairly, in all material respects, the assets available for benefits of the Plan
at December 31, 1999 and 1998, and the changes in its assets available for
benefits for the years then ended, in conformity with accounting principles
generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental Schedule of Assets
Held for Investment Purposes at End of Year as of December 31, 1999 and Schedule
of Reportable Transactions for the year then ended are presented for purposes of
additional analysis and are not a required part of the financial statements but
are supplemental information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These supplemental schedules are the responsibility of the
Plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in our audit of the financial statements and, in our
opinion, are fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ Ernst & Young LLP
June 21, 2000
Detroit, Michigan
<PAGE>
REPUBLIC BANCORP INC. TAX-DEFERRED SAVINGS PLAN
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31,
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
ASSETS
Investments, at fair value:
Cash and Cash Equivalents $ 262,712 $ 78,516
Common Stock:
Republic Bancorp Inc. Common Stock
(2,072,980 and 1,070,970 shares at 12/31/99
and 12/31/98, respectively) 25,327,231 13,341,291
Stock Mutual Funds 24,689,098 12,341,568
D&N Capital Corporation Preferred Stock 239,103 -
Bond and Investment Contract Funds 6,534,165 3,612,152
Loans to Participants 1,221,221 641,765
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Total Investments 58,273,530 30,015,292
Receivables:
Participants' contributions 103,885 52,510
Employer's contribution 54,034 39,085
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Total Receivables 157,919 91,595
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Assets Available for Benefits $58,431,449 $30,106,887
=========== ===========
</TABLE>
See notes to financial statements.
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<PAGE>
REPUBLIC BANCORP INC. TAX-DEFERRED SAVINGS PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
Assets Available for Benefits, January 1, $30,106,887 $25,882,590
Additions:
D&N Plan assets transferred 21,011,448 -
Participant contributions 5,521,447 4,697,920
Employer contributions, net of forfeitures 2,107,644 1,792,589
Dividends on Republic Bancorp Inc. stock 463,252 293,999
Dividends and interest income on investments in
stock mutual funds, bond funds, investment contract
funds and loan fund 458,219 233,278
Net depreciation in fair value of Republic
Bancorp Inc. stock (1,411,578) (3,129,256)
Net appreciation in fair value of investments
in stock mutual funds, bond funds and investment
contract funds 2,557,450 2,214,535
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Total additions 30,707,882 6,103,065
Deductions:
Benefits paid to participants (2,378,134) (1,876,418)
Administrative loan fees (5,186) (2,350)
----------- -----------
Total deductions (2,383,320) (1,878,768)
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Net additions 28,324,562 4,224,297
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Assets Available for Benefits, December 31, $58,431,449 $30,106,887
=========== ===========
</TABLE>
See notes to financial statements.
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<PAGE>
REPUBLIC BANCORP INC.
TAX-DEFERRED SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
1. PLAN DESCRIPTION
----------------
The following description of the Republic Bancorp Inc. Tax-Deferred Savings
Plan (the "Plan") provides only general information. Participants should
refer to the Plan document for a more complete description of the Plan's
provisions. The Plan was established November 1, 1988 under the provisions
of Section 401(k) of the Internal Revenue Code and is a voluntary savings
plan for eligible employees of Republic Bancorp Inc. (the "Company"). It is
subject to the provisions of The Employment Retirement Income Security Act
of 1974 (ERISA).
All employees of the Company are eligible to participate in the Plan after
completing one year of continuous service. As of December 31, 1999 and
1998, there were approximately 2,100 and 1,300 plan participants,
respectively.
Participant contributions are limited to 15% of the participant's
compensation as defined in the Plan, or such maximum rates as may be
approved by the Internal Revenue Service. The Company contributes an amount
equal to 50% of each participant's elective deferrals for the Plan year up
to 7% of the participant's annual compensation. The Company's contributions
to the Plan are made to the Republic Stock Fund. The Company's
contributions are vested 25% after two years of service and an additional
25% each year thereafter.
If a nonvested participant is terminated from the Plan, the participant
will forfeit a portion of his account related to employer contributions.
Such forfeitures are applied as a reduction to required employer
contributions. As of December 31, 1999 and 1998, the amount of forfeited
nonvested accounts totaled $49,853 and $117,217, respectively. These
amounts are used to reduce employer contributions for the subsequent Plan
year.
Each participant's account is credited with the participant's contribution
and an allocation of the Company's contribution and Plan earnings.
Allocations are based upon the participant's account balances. Expenses of
operating the Plan are paid by the Company, with the exception of
administrative loan fees which are paid by Plan participants.
Although it has not expressed any interest to do so, the Company has the
right to terminate the Plan subject to the provisions of ERISA. Such
termination of the Plan, if any, would not affect an employee's interest in
assets already in the Plan and any employer contributions not yet vested
would become fully vested.
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<PAGE>
1. PLAN DESCRIPTION (Continued)
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The Plan provides participants with the following six investment options:
The Firstar Trust Company Stable Asset Portfolio (Firstar Stable Asset
Fund) invests in a well-diversified portfolio of investment contracts
issued by highly rated insurance companies, other stable assets such
as U.S. Treasury bills, and cash or cash equivalents.
The Firstar Bond IMMDEX Fund (Bond IMMDEX Fund) invests in U.S.
Government bonds and investment-grade rated corporate bonds which have
intermediate and longer maturity dates. The Fund attempts to match the
performance of the Lehman Brothers Government/Corporate Bond Index.
The Vanguard/Windsor II Fund is a growth and income stock fund that
invests in the equity securities of large and medium-size companies
whose stocks are considered to be undervalued by the Fund's advisers.
The American Century-Twentieth Century Ultra Fund (Twentieth Century
Ultra Fund) is an equity fund that invests in the common stocks of
medium-to-large-size companies whose stocks are considered by fund
management to have better-than average prospects for appreciation.
The Firstar Equity Index Fund invests in the stocks of well-known U.S.
Companies in proportion to the industries and company sizes
represented by the Standard & Poor's (S&P) 500 Index, which is an
unmanaged index of the stocks of 500 well-known U.S. companies. The
Fund attempts to match the performance of the S&P 500 Index.
The Firstar Balanced Growth Fund is a growth and income stock fund
that invests in stocks, bonds and money market instruments. It invests
in medium-to-large-size companies whose stocks are considered by fund
management to have the potential to rise in the future and in
investment-grade quality bonds, such as U.S. government bonds and
corporate bonds, which are considered by the Fund's advisors to
provide immediate investment income through regular interest payments.
Throughout the plan years ended December 31, 1999 and 1998, 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.
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<PAGE>
2. PLAN MERGER
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On May 17, 1999, D&N Financial Corporation merged with and into the
Company. Accordingly, the D&N Bank FSB 401K Plan ("D&N Plan") merged into
the Plan effective July 16, 1999 and 556 D&N Plan participant fund balances
were transferred totaling $20,744,768 and 47 D&N Plan participant loan
balances were transferred totaling $266,680.
The D&N Plan participants had 13 investment options including D&N Capital
Corporation Preferred Stock Series A. Excluding investments in the D&N
Capital Corporation Preferred Stock Fund, all D&N Plan participant balances
were transferred into one of the seven fund options as described in Note 1.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
Use of Estimates: The preparation of financial statements in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements, as well as the
reported amounts of additions and deductions during the reporting period.
Actual results could differ from those estimates.
Investment Valuation and Income Recognition: The accompanying financial
statements reflect the accrual basis of accounting. Investments are stated
at fair value which is generally based on quoted prices on the last
business day of the Plan year. Loans to participants are recorded at cost
which approximates fair value.
Terminated Participants: As of December 31, 1999 and 1998, account balances
of participants who have terminated employment with the Plan's sponsor
totaled $7,209,060 and $3,036,326, respectively. Amounts allocated to
withdrawn participants are recorded in the Form 5500 for benefit claims
that have been processed and approved for payment prior to year-end but not
yet paid. As of December 31, 1999 and 1998, $140,865 and $113,036,
respectively, have been allocated to accounts of persons who have elected
to withdraw from the plan, but have not yet been paid.
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<PAGE>
4. INVESTMENTS
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The following table represents the fair values of investments. Investments
that represent 5% or more of the Plan's net assets available for benefits
are separately identified with an asterisk. Non-participant directed
contributions are included in the Republic Bancorp Inc. common stock fund.
<TABLE>
<CAPTION>
December 31,
1999 1998
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<S> <C> <C>
Cash and Cash Equivalents:
Firstar Institutional Money Market Fund $ 262,712 $ 78,516
Common Stock:
Republic Bancorp Inc. 25,167,218 * 13,264,418 *
Accrued Dividend Income 160,013 76,873
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25,327,231 13,341,291
Preferred Stock:
D&N Capital Corporation 239,103 -
Stock Mutual Funds:
Vanguard/Windsor II Fund 6,814,966 * 6,163,135 *
Twentieth Century Ultra Fund 10,945,405 * 5,654,764 *
Firstar Equity Index Fund 6,039,589 * 356,414
Firstar Balanced Growth Fund 889,138 167,255
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24,689,098 12,341,568
Bond and Investment Contract Funds:
Firstar Stable Asset Fund 4,538,058 * 2,489,266 *
Firstar Bond IMMDEX Fund 1,996,107 1,122,886
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6,534,165 3,612,152
Loans to Participants 1,221,221 641,765
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Total Investments $58,273,530 $30,015,292
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</TABLE>
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<PAGE>
5. FUND INFORMATION
----------------
Contributions, investment income, and distributions to participants by fund
are as follows for the years ended December 31, 1999 and 1998.
Years Ended December 31,
Contributions: 1999 1998
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Common Stock:
Republic Bancorp Inc. $3,227,781 $ 2,713,602
Stock Mutual Funds:
Vanguard/Windsor II Fund 1,519,147 1,482,243
Twentieth Century Ultra Fund 1,545,125 1,359,845
Firstar Equity Index Fund 453,611 221,473
Firstar Balanced Growth Fund 205,743 91,803
Bond Funds and Investment Contact Funds:
Firstar Stable Asset Fund 416,325 379,317
Firstar Bond IMMDEX Fund 261,359 242,226
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Total Contributions $7,629,091 $ 6,490,509
========== ===========
Years Ended December 31,
Investment Income: 1999 1998
----------------- ---------- -----------
Cash and Cash Equivalents:
Portico Institutional Money Market Fund $ 2,504 $ 2,299
Common Stock:
Republic Bancorp Inc. (948,325) (2,835,257)
D&N Capital Corporation Preferred Stock 56,553 -
Stock Mutual Funds:
Vanguard/Windsor II Fund (528,402) 780,362
Twentieth Century Ultra Fund 2,895,401 1,323,918
Firstar Equity Index Fund 302,948 50,987
Firstar Balanced Growth Fund 39,938 15,248
Bond Funds and Investment Contract Funds:
Firstar Stable Asset Fund 192,950 137,871
Firstar Bond IMMDEX Fund (27,048) 88,345
Loan Fund 80,824 48,783
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Total Investment Income (Loss) $2,067,343 $ (387,444)
========== ===========
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<PAGE>
5. FUND INFORMATION (Continued)
----------------------------
Years Ended December 31,
Benefits Paid to Participants: 1999 1998
----------------------------- ---------- ---------
Cash and Cash Equivalents:
Firstar Institutional Money Market Fund $ 61 $ 108
Common Stock:
Republic Bancorp Inc. 908,817 724,959
D&N Capital Corporation Preferred Stock 22,638 -
Stock Mutual Funds:
Vanguard/Windsor II Fund 342,266 386,821
Twentieth Century Ultra Fund 446,295 258,728
Firstar Equity Index Fund 138,473 4,154
Firstar Balanced Growth Fund 19,923 2,589
Bond Funds and Investment Contract Funds:
Firstar Stable Asset Fund 323,244 354,641
Firstar Bond IMMDEX Fund 138,457 106,513
Loan Fund 37,960 37,905
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Total Benefits Paid to Participants $2,378,134 $1,876,418
========== ==========
6. TAX STATUS
----------
The Plan has received an opinion letter from the Internal Revenue Service
dated December 28, 1992, stating that the written form of the underlying
prototype plan document is qualified under Section 401(a) of the Internal
Revenue Code (the "Code"), and that any employer adopting this form of
the plan will be considered to have a plan qualified under Section 401(a)
of the Code. Therefore, the related trust is exempt from taxation. Once
qualified, the plan is required to operate in conformity with the Code to
maintain its qualification. The plan administrator believes the Plan is
being operated in compliance with the applicable requirements of the Code
and, therefore, believes that the Plan is qualified and the related trust
is tax exempt.
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<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
Date: June 26, 2000 By: /s/ Travis D. Jones
------------------ -----------------------------
Travis D. Jones, as Agent
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<PAGE>
Republic Bancorp Inc. Tax-Deferred Savings Plan
Employer ID #38-2604669
Plan #001
Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes at End of
Year
December 31, 1999
<TABLE>
<CAPTION>
Units/ Fair
Description Shares Cost Value
----------- ------ ---- -----
<S> <C> <C> <C>
* Firstar Institutional Money Market Fund 262,712 $ 262,712 $ 262,712
* Firstar Stable Asset Fund 173,606 4,169,011 4,538,058
* Firstar Bond IMMDEX Fund 74,095 2,073,265 1,996,107
* Vanguard/Windsor II Fund 272,926 7,481,403 6,814,966
* Twentieth Century Ultra Fund 239,087 7,886,608 10,945,405
* Republic Bancorp Inc. Common Stock 2,072,980 15,627,371 25,327,231
* Firstar Equity Index Fund 62,360 5,849,568 6,039,589
* Firstar Balanced Growth Fund 28,821 895,553 889,138
* D&N Capital Corporation Preferred Stock 10,510 264,788 239,103
* Loans to 173 participants against their individual
account balances (with interest rates ranging from
8.00% to 11.25%) 1,221,221 1,221,221 1,221,221
---------- ----------
Total $45,731,500 $58,273,530
=========== ===========
</TABLE>
* Party in interest
There were no investment assets reportable as acquired and disposed of during
the year.
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<PAGE>
Republic Bancorp Inc. Tax-Deferred Savings Plan
Employer ID #38-2604669
Plan #001
Schedule H, Line 4j - Schedule of Reportable Transactions
Year Ended December 31, 1999
<TABLE>
<CAPTION>
Purchase Selling Net Realized
Asset Description Price Price Gain/(Loss)
----------------- ---------- ---------- ------------
<S> <C> <C> <C>
Series of Transactions:
-----------------------
Republic Bancorp Inc. Common Stock $4,804,019 $1,497,781 $ 725,475
</TABLE>
Single Transaction:
-------------------
None
The purchase and selling prices reported above represent the fair values of the
assets on the transaction dates.
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<PAGE>
EXHIBIT INDEX
Page
Exhibit Number
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23 Consent of Ernst & Young LLP 14
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