SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF THE REPORT (Date of Earliest Event Reported): JUNE 7, 1996
FIRST REPUBLIC BANCORP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PENNSYLVANIA 0-17007 23-2486815
(STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
1515 MARKET STREET, PHILADELPHIA PA 19102
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (215) 564-3300
EXECUFIRST BANCORP, INC., 1513 WALNUT STREET, PHILADELPHIA, PA 19102
(FORMER NAME OR FORMER ADDRESS, IF CHANGED FROM LAST REPORT)
<PAGE>
Item 1. Changes in Control of Registrant.
On June 7, 1996, Republic Bancorporation, Inc. ("Republic") merged with and
into ExecuFirst Bancorp, Inc. (the "Merger"), with ExecuFirst Bancorp, Inc.
("ExecuFirst") continuing as the surviving corporation under the name "First
Republic Bancorp, Inc." (ExecuFirst, as the surviving corporation of the Merger,
and as so renamed, is hereinafter referred to as the "Corporation".) Pursuant to
the Agreement and Plan of Merger between ExecuFirst and Republic dated November
17, 1995, holders of Republic common stock ("Republic Common Stock") received
2.02 shares of common stock of the Corporation ("Corporation Common Stock") for
each share such shareholder owned of Republic Common Stock. As a result, holders
of Republic Common Stock prior to the Merger now own 56.6% of the outstanding
Corporation Common Stock. The Corporation Common Stock issued in exchange for
Republic Common Stock are newly-issued shares. Information regarding the Merger,
principal shareholders of Republic and changes in the Corporation's Board of
Directors have been previously disclosed as defined in Rule 12b-2 in the
Corporation's Registration Statement on Form S-4, Registration No. 33-000673,
declared effective on April 29, 1996. No disclosure is required by the
Corporation pursuant to Item 403(c) of Regulation S-B.
<PAGE>
Item 5. Other Events.
On June 10, 1996, the Corporation issued a press release announcing the
consummation of the Merger, a copy of which is attached as an exhibit hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The following exhibits are filed with this Report:
Exhibit Number Description
99.1 Press Release dated June 10, 1996
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIRST REPUBLIC BANCORP, INC.
(Registrant)
Dated: June 14, 1996 By: /s/ Rolf A. Stensrud
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Rolf A. Stensrud,
Executive Vice President and
Chief Operating Officer
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
99.1 Press Release dated June 10, 1996
NEWS RELEASE
FOR RELEASE: IMMEDIATELY
Contact: George S. Rapp
215-564-3336
EXECUFIRST BANCORP, INC. AND REPUBLIC BANCORPORATION, INC.
CONSUMMATE MERGER
Philadelphia, PA, June 10, 1996 -- ExecuFirst Bancorp, Inc. (NASDAQ), a
Pennsylvania bank holding company with its principal office at 1513 Walnut
Street, Philadelphia, PA, and Republic Bancorporation, Inc., a Pennsylvania bank
holding company with its principal office at 1515 Market Street, Philadelphia,
PA, announced today the consummation of the merger of the two companies and
their respective operating subsidiaries, First Executive Bank and Republic Bank.
The merged holding company will be known as First Republic Bancorp, Inc., and
its Bank subsidiary will be operated as First Republic Bank. The holding company
stock will trade on NASDAQ under its new symbol FRBK.
First Republic Bank will operate branches at 1513 Walnut Street,
Philadelphia, PA; 1515 Market Street, Philadelphia; One Graduate Plaza,
Philadelphia; and 233 Lancaster Avenue, Ardmore, PA. In addition, First Republic
has received the approval of the Pennsylvania Department of Banking and the
Federal Reserve Bank of Philadelphia to open an additional branch located on
City Line Avenue on the campus of Philadelphia College of Osteopathic Medicine.
First Republic Bancorp, Inc. will be headquartered in the City of
Philadelphia, with assets of approximately $260 million.
First Republic Bank is a state-chartered commercial bank and a member of
the Federal Reserve System.
