<PAGE>
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 Report (Date of earliest event reported): July 1, 1998
Republic Bancorp, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Kentucky 33-77324 61-0862051
- ----------------------------- ---------------------- ---------------------
State or other Commission File Number I.R.S. Employer
jurisdiction of incorporation Identification Number
601 West Market Street, Louisville, Kentucky 40202
-------------------------------------------- ----------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (502)584-3600
-------------
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
Effective July 1, 1998, Republic Bancorp, Inc. (the "Company")
amended its Articles of Incorporation to, among other things: increase the
number of authorized shares of Class A Common Stock and Class B Common Stock
of the Company to 30,000,000 and 5,000,000, respectively; effect a
two-for-one stock split of the outstanding shares of Class A Common Stock and
Class B Common Stock; add a provision to the Articles of Incorporation
limiting the personal liability of directors of the Company to the maximum
extent permitted by law; and increase to a majority the percentage of the
voting power required to be held by shareholders to call a special meeting of
shareholders and increase to a majority of the voting power the shareholder
vote required to amend this provision of the Articles of Incorporation.
These amendments to the Articles of Incorporation were adopted at a special
meeting of shareholders of the Company held June 30, 1998.
The following table presents certain unaudited financial information
for the Company for the second quarter of 1998 and for the six months then
ended. Share information has been restated to reflect the two-for-one split of
the Class A Common Stock and Class B Common Stock effective July 1, 1998.
Operating results for the three months and six months ended June 30, 1998, are
not necessarily indicative of the results that may be expected for the entire
year ending December 31, 1998.
<TABLE>
<CAPTION>
AS OF AND FOR THE AS OF AND FOR THE
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------- ----------------------------------
1998 1997 1998 1997
--------- -------------- ---------------- ----------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Interest income................................... $ 23,029 $ 23,242 $ 45,814 $ 45,852
Interest expense.................................. 12,712 13,002 25,127 25,605
Net interest income............................... 10,317 10,240 20,687 20,247
Provision for loan losses......................... 741 1,416 1,384 2,714
Non-interest income............................... 3,073 1,747 5,869 3,843
Gain on sale of deposits.......................... 4,116
Gain on sale of Bankcard.......................... 3,410 3,410
Non-interest expense.............................. 8,595 8,291 16,669 16,286
Income before taxes............................... 4,054 5,690 12,619 8,500
Net Income........................................ 2,602 3,656 8,126 5,536
BALANCE SHEET DATA:
Total assets...................................... 1,161,723 1,109,713
Total securities.................................. 230,146 221,958
Total loans, net.................................. 828,556 796,403
Allowance for loan losses......................... 8,234 6,281
Total deposits.................................... 745,553 830,325
Repurchase agreements and other short-term
borrowings....................................... 102,597 86,080
Other borrowed funds.............................. 219,020 110,065
Total stockholders' equity........................ 75,742 63,444
PER SHARE DATA:
Net income per Class A common..................... $ .17 $ .25 $ .54 $ .37
Net income per Class B common..................... .17 .24 .54 .36
Book value........................................ 5.06 4.05 5.06 4.05
Cash dividends per Class A common................. .0275 .0275 .055 .055
Cash dividends per Class B common................. .0250 .0250 .050 .050
PERFORMANCE RATIOS:
Return on average assets.......................... .89% .73%(1) 1.19%(2) .81%(1)
Return on average common equity................... 13.59 13.22(1) 18.30(2) 14.75(1)
Net interest margin............................... 3.76 3.88 3.84 3.85
Efficiency ratio.................................. 64 69(3) 63(4) 68(3)
ASSET QUALITY RATIOS:
Nonperforming assets to total loans............... .88% .80%
Net loan charge-offs to average loans............. .34 .68
Allowance for loan losses to total loans.......... .98 .78
Allowance for loan losses to non-performing
loans............................................ 117 105
CAPITAL RATIOS:
Leverage ratio.................................... 7.24% 6.38% 7.24% 6.38%
Average stockholders' equity to average total
assets........................................... 6.53 5.55 6.51 5.49
Dividend payout ratio............................. 16 11 10 15
</TABLE>
- ------------------------------
(1) For purposes of calculation, pre-tax gain on sale of Bankcard of $3.4
million is not annualized.
(2) For purposes of calculation, pre-tax gain on sale of deposits of $4.1
million is not annualized.
(3) Excludes pre-tax gain on sale of Bankcard of $3.4 million.
(4) Excludes pre-tax gain on sale of deposits of $4.1 million.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
The following exhibit is filed with this report:
3(i) Articles of Incorporation of Republic Bancorp, Inc., restated to
reflect the amendments reported in Item 5 above
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
REPUBLIC BANCORP, INC.
(Registrant)
Date: July 7, 1998 By /s/ STEVEN E. TRAGER
-----------------------------------
Steven E. Trager,
President and Chief Executive Officer
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
<S> <C>
3(i) Articles of Incorporation of Republic Bancorp, Inc., restated in
accordance with Regulation S-T.
</TABLE>
<PAGE>
EXHIBIT 3(i)
The following are the Articles of Incorporation of Republic
Bancorp, Inc. restated to reflect amendments thereto in accordance with Rule
102(c) of Regulation S-T:
ARTICLE I
The name of the corporation shall be "Republic Bancorp, Inc."
ARTICLE II
The purpose for which the corporation is organized, the business which
it shall be empowered to conduct, and the enterprises in which it may engage,
shall include the following:
To engage in and carry on the business of a bank holding company;
To acquire by purchase, by subscription, or in exchange for its
capital stock, bonds, debentures or other obligations, or to acquire
in any other manner, and to take, receive, hold, own, sell, assign,
transfer, exchange, pledge, hypothecate, dispose of or otherwise deal
with (1) any interest in or assets of any business, corporation, firm,
organization, association, or other entity, where the acquisition of
such an interest by the Corporation complies with all applicable
requirements of state and federal law, rules and regulations
applicable to bank holding companies, whether or not such interest is
represented by shares of stock, bonds, debentures, notes,
participation certificates, warrants, rights, options, and without
limitation any securities or instruments evidencing rights or options
to receive, purchase or subscribe for any interest in any business,
corporation, firm, organization, association, or other entity
(wherever located or organized); or (2) any securities, whether issued
by or created by any person, firm, association, corporation, national
banking association, state-chartered bank, trust company, combined
bank and trust company, savings bank, business trust, syndicated,
limited partnership, organization, or by any other entity, where the
acquisition of such securities by the Corporation complies with all
applicable requirements of state and federal law, rules and
regulations applicable to bank holding companies; and to possess and
exercise in respect thereof any and all of the rights, powers and
privileges of owners or holders who are natural persons including,
without limitation, the exercise of any voting rights pertaining
thereto;
To cause to be formed, organized, reorganized, consolidated, merged,
or liquidated and to take charge of any corporation, firm,
organization, association or other entity, where such action by the
Corporation complies with all applicable requirements of state and
federal law, rules and regulations applicable to bank holding
companies;
To purchase or otherwise acquire any property, tangible or intangible,
whether real, personal or mixed and wherever located and to receive,
hold, manage, use, dispose of and otherwise exercise all rights,
powers and privileges of ownership thereof;
<PAGE>
To promote, finance, advise, counsel and assist in any way, any person
or any business entity in which the Corporation shall have any
interest of any kind;
To do all things necessary or desirable to enhance the value of or to
protect or preserve the interest of the corporation in any business
entity, securities or other property of any type which it may own or
in which it may have any interest of any kind;
To render assistance, counsel and advice to any person or entity and
to serve or represent the same in any capacity whatsoever, whether or
not the Corporation shall have any ownership interest in such person
or entity; and
To engage in the transaction of any and all business for which
corporations may be incorporated in the Commonwealth of Kentucky,
where such activities by the Corporation comply with all applicable
requirements of state and federal law, rules and regulations
applicable to bank holding companies.
ARTICLE III
The duration of the corporation shall be perpetual.
ARTICLE IV
The address of the registered office is 100 West Liberty Street,
Louisville, Kentucky 40202, and the name and address of the process agent of the
corporation is Bernard M. Trager, 100 West Liberty Street, Louisville, Kentucky
40202.
ARTICLE V
The total number of shares authorized to be issued by the Corporation
is 30,000,000 shares of Class A Common Stock having no par value ("Class A
Common Stock"), 5,000,000 shares of Class B Common Stock having no par value
("Class B Common Stock"), and 100,000 shares of Preferred Stock having no par
value (the "Preferred Stock").
Except as expressly set forth herein, the shares of the Class A Common
Stock and the Class B Common Stock are identical in all respects and shall have
equal rights and privileges with
2
<PAGE>
each other as common stock and shall be entitled to receive the net assets of
the Corporation upon dissolution. The relative powers, designations, rights,
preferences, privileges, limitations and restrictions on the shares of each
class of capital stock are set forth below.
Effective as of 5:00 p.m., Louisville, Kentucky time on the date of
filing of this Amendment to Article V with the Secretary of State of
Kentucky [July 1, 1998], each share of Class A Common Stock then issued and
outstanding shall automatically be changed into and reconstituted as two
shares of Class A Common Stock without any further action on the part of the
holders thereof or the Corporation, and each share of Class B Common Stock
then issued and outstanding shall automatically be changed into and
reconstituted as two shares of Class B Common Stock without any further
action on the part of the holders thereof or the Corporation.
1. CLASS A COMMON STOCK.
a. VOTING RIGHTS. The holders of the Class A Common Stock shall be
entitled to one (1) vote for each share of Class A Common Stock
standing in their names on the books of the Corporation.
b. DIVIDENDS. Subject to any preferential rights of the Preferred Stock,
the Class A Common Stock is entitled to dividends from funds legally
available therefor if, as and when declared by the Board of Directors
of the Corporation. If any dividend is declared and paid with respect
to the Class B Common Stock (a "Class B dividend"), then the following
provisions shall apply: [1] if the Class B dividend is payable in
cash, then, contemporaneously with the declaration and payment of such
dividend, a dividend payable in cash shall be declared and paid with
respect to the Class A Common Stock in an amount per share equal to
110% of the per share amount of such Class B dividend (rounded to the
nearest $.0001); [2] if the Class B dividend is payable in shares of
Class B Common Stock, then, contemporaneously with the declaration and
payment of such dividend, a dividend payable in shares of Class A
Common Stock shall be declared and paid with respect to the Class A
Common Stock in an amount (number of shares) per share equal to the
amount (number of shares) per share of such Class B dividend; and [3]
if the Class B dividend is payable other than in cash or shares of
Class B Common Stock, then, contemporaneously with the declaration and
payment of such dividend, an identical dividend, of like kind and
3
<PAGE>
equal amount (on a per share basis), shall be declared and paid with
respect to the Class A Common Stock. Notwithstanding the foregoing
provisions, the Board of Directors at any time may declare and pay a
dividend with respect to the Class A Common Stock from funds legally
available therefor; and, except to the extent that such dividend with
respect to the Class A Common Stock constitutes a Capital Change as
provided in Section 4 of this Article V, the declaration and payment
of such dividend with respect to the Class A Common Stock shall not
require the Board of Directors to declare and pay, or entitle the
holders of Class B Common Stock to receive, any dividend with respect
to the Class B Common Stock.
c. CONVERSION. The Class A Common Stock is not convertible into any
other class of the Corporation's capital stock.
2. CLASS B COMMON STOCK.
a. VOTING RIGHTS. The holders of the Class B Common Stock shall be
entitled to ten (10) votes for each share of Class B Common Stock
standing in their names on the books of the Corporation.
b. DIVIDENDS. Subject to any preferential rights of the Preferred Stock
and dividend differential in favor of the Class A Common Stock, the
Class B Common Stock is entitled to dividends from funds legally
available therefor if, as and when declared by the Board of Directors
of the Corporation. No dividend shall be declared or paid with
respect to the Class B Common Stock unless a dividend of like kind is
declared and paid contemporaneously with respect to the Class A Common
Stock in accordance with Section 1.b of this Article V.
c. CONVERSION. The Class B Common Stock shall be convertible into Class
A Common Stock as follows:
i. RIGHT TO CONVERT. Each full share of Class B Common Stock shall
be convertible, at the option of the holder thereof, at any time
after the date of issuance of such share into one (1) fully paid
and nonassessable share of Class A Common Stock.
ii. MECHANICS OF CONVERSION. Before any holder of Class B Common
Stock is entitled to receive shares of Class A Common Stock
pursuant to Section 2.c[i], the holder shall surrender the
certificate or certificates therefor, duly endorsed, at the
office of the Corporation or of any transfer agent for such
stock, and shall give written notice to the Corporation at such
office that the holder elects to convert the same. The
Corporation shall, as soon as practicable thereafter, issue and
deliver at such office to such holder or former holder of Class B
Common Stock, a certificate or certificates for the number of
shares of Class A Common Stock to which the holder shall be
4
<PAGE>
entitled as aforesaid. Such conversion shall be deemed to have
been made immediately prior to the close of business on the date
of surrender of the shares of Class B Common Stock to be
converted, and the person or persons entitled to receive the
shares of Class A Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder or holders
of such shares of Class A Common Stock at such time on such date.
iii. RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The Corporation
shall at all times reserve and keep available out of its
authorized but unissued shares of Class A Common Stock, solely
for the purpose of effecting the conversion of the shares of the
Class B Common Stock, such number of its shares of Class A Common
Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of the Class B Common Stock;
and if at any time the number of authorized but unissued shares
of Class A Common Stock shall not be sufficient to effect the
conversion of all of the then outstanding shares of the Class B
Common Stock, the Corporation will take such corporate action as
may, in the opinion of its counsel, be necessary to increase its
authorized but unissued shares of Class A Common Stock to such
number of shares as shall be sufficient for such purpose,
including, without limitation, engaging in best efforts to obtain
the requisite shareholder approval of any necessary amendment to
the Corporation's Articles of Incorporation.
iv. FRACTIONAL SHARES. No fractional shares of the Class B Common
Stock shall be converted into shares of the Class A Common Stock.
3. PREFERRED STOCK.
Preferred Stock shall be preferred as to the payment of dividends over
any other class of stock of the Corporation, and shall be preferred over any
other class of stock of the Corporation upon liquidation, dissolution or winding
up of the affairs of the Corporation.
Except as otherwise expressly provided by law or as otherwise provided
by the Board of Directors in establishing a particular series of Preferred
Stock, the holders of shares of Preferred Stock shall not be entitled to notice
of meetings of shareholders and shall not be entitled to vote at the election of
directors or on any question arising at any meeting of the shareholders of the
Corporation.
Authority is hereby vested in the Board of Directors by resolution, to
divide any or all of the authorized shares of the Preferred Stock of the
Corporation into series and, within the limitations imposed by law and these
Articles of Incorporation, to fix and determine as to each such series:
5
<PAGE>
[1] The voting rights and powers, if any, of the holders of
shares of such series;
[2] The number of shares and designation of such series;
[3] The annual dividend rate and whether cumulative,
noncumulative, or partially cumulative;
[4] The prices at which, and the terms and conditions on which,
shares of such series may be redeemed;
[5] The amounts payable on shares of such series in the event of
any voluntary or involuntary liquidation, dissolution, or
winding up of the affairs of the Corporation;
[6] Whether the shares of such series shall have a preference,
as to the payment of dividends or otherwise, over the shares
of any other series;
[7] The terms, if any, upon which shares of such series may be
convertible into, or exchangeable for, shares of any other
class or classes or of any other series of the same or any
other class or classes, including the price or prices and
the rate of conversion or exchange, any adjustments thereof,
and all other terms and conditions;
[8] The sinking fund provisions, if any, for the redemption or
purchase of shares of such series; and
[9] Such other provisions as may be fixed by the Board of
Directors of the Corporation pursuant to Kentucky law.
4. CHANGES IN THE COMMON STOCK.
To prevent dilution of the relative dividend rights and voting power
of the Class A Common Stock and Class B Common Stock, if at any time the
Corporation changes the number of shares of Class A Common Stock issued and
outstanding as a result of a share split, reverse share split, share dividend,
or similar recapitalization with respect to the Class A Common Stock (any such
event being referred to hereafter as a "Capital Change"), then, in each such
event the Board of Directors of the Corporation shall take appropriate action to
insure that a Capital Change of like kind shall occur in the shares of Class B
Common Stock issued and outstanding. Likewise, if at any time there shall be
any Capital Change in the shares of Class B Common Stock issued and outstanding,
the Board of Directors of the Corporation shall take appropriate action to
insure that a Capital Change of like kind shall occur in the shares of Class A
Common Stock issued and outstanding.
6
<PAGE>
ARTICLE VI
The names and addresses of the incorporators are as follows:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
S. Harry Linker 3819 Leland Road
Adele G. Linker Louisville, Kentucky
Bernard M. Trager 3006 Rexford Way
Jean S. Trager Louisville, Kentucky
Shelton R. Weber 4326 Comanche Trail
Louisville, Kentucky
</TABLE>
ARTICLE VII
The number of directors of the corporation which shall constitute the
whole board of directors shall be such as from time to time shall be fixed by,
or in the manner provided in, the by-laws of the corporation, but in no event
shall the number be less than five. Any directors elected by the incorporators
shall hold office until the first annual meeting of the stockholders or until
their successors be elected and qualify.
The annual meeting of the stockholders and directors shall be held at
such times as shall be fixed by the by-laws.
The corporation may enter into contracts or transact business with one
or more of its directors, or with any firm of which one or more of its directors
are members, or with any corporation or association in which any of its
directors is a stockholder, director or officer, and such contract or
transaction shall not be invalidated or affected by the fact that such director
or directors have or may have interests therein which are or might be adverse to
the interests of the corporation even though the vote of the director or
directors having such adverse interest shall have been
7
<PAGE>
necessary to obligate the corporation upon such contract or transaction, or
shall have been necessary to constitute a quorum; and no director or
directors having such adverse interest shall be liable to the corporation or
to any stockholder or creditor thereof or to any other person for any loss
incurred by it under, or by reason of, any such contract or transaction; nor
shall any such director or directors be accountable for any gain or profit
realized thereon; provided, however, that any such contract or transaction
shall, at the time at which it was entered into, have been a reasonable one
to be entered into, and shall have been upon terms at the time were fair.
Any contract, transaction or act of the corporation or of the
directors which shall be ratified by a majority of a quorum of the stockholders
then entitled to vote at any annual meeting or at any special meeting called for
such purpose shall, insofar as permitted by law, or by these Articles of
Incorporation, shall be as valid and binding as though ratified by every
stockholder of the corporation.
ARTICLE VIII
The initial board of directors of the corporation shall be comprised
of the following named individuals:
S. Harry Linker
3819 Leland Road
Louisville, Kentucky
Adele G. Linker
3819 Leland Road
Louisville, Kentucky
Bernard M. Trager
3006 Rexford Way
Louisville, Kentucky
8
<PAGE>
Jean S. Trager
3006 Rexford Way
Louisville, Kentucky
Shelton R. Weber
4326 Comanche Trail
Louisville, Kentucky
ARTICLE IX
The private property of the stockholders shall not be subject to the
payment of the debts of the corporation.
ARTICLE X
The highest amount of indebtedness or liability which the corporation
may incur is unlimited.
ARTICLE XI
The authority to make, amend, and repeal by-laws is expressly vested
in the board of directors, subject to the power of the stockholders to change or
repeal such by-laws, as provided by the laws of the Commonwealth of Kentucky.
ARTICLE XII
No director shall be personally liable to the Corporation or its
shareholders for monetary damages for breach of his duties as a director except
to the extent that the applicable law from time to time in effect shall provide
that such liability may not be eliminated or limited.
Neither the amendment nor repeal of this Article XII shall affect the
liability of any director of the Corporation with respect to any act or failure
to act which occurred prior to such amendment or repeal.
9
<PAGE>
This Article XII is not intended to eliminate or limit any protection
otherwise available to the directors of the Corporation.
ARTICLE XIII
In addition to any requirements of law and any other provisions of these
Articles of Incorporation or the terms of any class or series of Preferred Stock
(and notwithstanding the fact that a lesser percentage may be specified by law,
these Articles of Incorporation or the terms of such class or series of
Preferred Stock), the affirmative written consent of the holders of more than
50% of the voting power of the then outstanding voting stock of the Corporation,
considered as a single group, shall be required to call a special meeting of the
shareholders of the Corporation. This Article XIV shall not limit the power of
the Board of Directors or the officers of the Corporation to call a special
meeting of the shareholders of the Corporation as permitted by applicable law or
the Bylaws of the Corporation
ARTICLE XIV
In addition to any requirements of law and any other provisions of
these Articles of Incorporation or the terms of any class or series of Preferred
Stock (and notwithstanding the fact that a lesser percentage may be specified by
law, these Articles of Incorporation or the terms of such class or series of
Preferred Stock), the affirmative vote of the holders of more than 50% of the
voting power of the then outstanding voting stock of the Corporation, voting
together as a single voting group, shall be required to amend, alter or repeal,
or adopt any provision inconsistent with, this Article XIV or Article XIII of
these Articles of Incorporation. Subject to the foregoing provisions of this
Article XIV, the Corporation reserves the right from time to time to amend,
alter, change, add to or repeal any provisions contained in these Articles of
10
<PAGE>
Incorporation in any manner now or hereafter prescribed by law, and all rights
and powers at any time conferred upon shareholders, directors and officers of
the Corporation by these Articles of Incorporation or any amendment thereof are
subject to the provisions of this Article XIV.
11
