UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 1998
OR
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Commission File Number 0-24649
REPUBLIC BANCORP, INC.
(Exact name of registrant as specified in its charter)
Kentucky 61-0862051
State of other jurisdiction or (I.R.S. Employer Identification No.)
incorporation or organization)
601 West Market Street, Louisville, Kentucky 40202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (502) 584-3600
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
X Yes No
The number of shares outstanding of the issuer's class of common stock as of the
latest practicable date: 14,621,188 shares of Class A Common Stock and 2,337,948
shares of Class B Common Stock as of August 10, 1998.
The Exhibit index is on page 34. This filing contains 36 pages (including this
facing sheet).
<PAGE>
REPUBLIC BANCORP, INC.
FORM 10-Q
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
Item 1. Financial Statements 3-17
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 18-29
Item 3. Quantitative and Qualitative Disclosures about Market Risk 29
PART II - OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds 30
Item 4. Submission of Matters to a Vote of Securities Holders 30-31
Item 6. Exhibits and Reports on Form 8-K 32
Signatures 33
<PAGE>
PART I
ITEM 1
REPUBLIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (dollars in thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
<S> <C> <C>
ASSETS:
Cash and cash equivalents:
Cash and due from banks $ 23,253 $ 24,546
Securities purchased
under agreements to resell 30,000
--------- ----------
Total cash and cash equivalents 53,253 24,546
Securities available for sale 161,047 93,826
Securities to be held to maturity 69,099 98,546
Loans, less allowance for loan losses of
$8,234 (1998) and $8,176 (1997) 828,556 794,939
Mortgage loans held for sale 11,586 9,970
Federal Home Loan Bank stock 10,961 8,124
Accrued interest receivable 9,319 8,803
Premises and equipment, net 13,804 12,774
Other assets 4,098 3,422
--------- --------
TOTAL $ 1,161,723 $ 1,054,950
========= =========
LIABILITIES:
Deposits:
Non-interest bearing $ 78,237 $ 65,913
Interest bearing 667,316 665,685
Securities sold under agreements to repurchase and
other short-term borrowings 102,497 111,137
Other borrowed funds 219,020 124,405
Accrued interest payable 6,764 6,233
Guaranteed preferred beneficial interests in
Company's subordinated debentures 6,452 6,452
Other liabilities 5,695 6,739
------------ -------------
Total liabilities 1,085,981 986,564
------------ -------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Class A and Class B Common stock, no par value 3,615 3,613
Additional paid-in capital 10,890 10,833
Retained earnings 61,310 53,994
Net unrealized depreciation on securities available
for sale, net of tax (73) (54)
------------- -------------
Total stockholders' equity 75,742 68,386
------------ -------------
TOTAL $ 1,161,723 $ 1,054,950
============ =============
See notes to consolidated financial statements.
</TABLE>
<PAGE>
REPUBLIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
INTEREST INCOME:
Loans, including fees $ 19,097 $ 19,557 $ 38,220 $ 38,372
Securities available for sale 2,086 1,441 3,811 2,904
Securities to be held to maturity:
Taxable 1,153 1,955 2,520 3,933
Non-taxable 28 32 56 63
FHLB dividends 196 117 384 227
Other 469 140 823 353
--------- -------- --------- --------
Total interest income 23,029 23,242 45,814 45,852
--------- -------- --------- --------
INTEREST EXPENSE:
Deposits 8,821 10,148 17,353 19,812
Short-term borrowings 1,167 1,098 2,383 2,340
Long-term debt 2,724 1,756 5,391 3,453
---------- ---------- --------- ---------
Total 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
---------- ---------- --------- ---------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 9,576 8,824 19,303 17,533
---------- ---------- --------- ---------
NON-INTEREST INCOME:
Service charges on deposit accounts 850 824 1,603 1,601
Other service charges and fees 206 170 603 480
Bank card services 99 508
Loan servicing income 149 186 315 375
Net gain on sale of deposits 4,116
Net gain on sale of bank card 3,410 3,410
Net gain on sale of loans 1,143 263 2,152 544
Net gain on sale of securities 167 16 491 16
Other 558 189 705 319
---------- ---------- ---------- ---------
Total non-interest income 3,073 5,157 9,985 7,253
---------- ---------- ---------- ---------
NON-INTEREST EXPENSE:
Salaries and employee benefits 4,539 4,103 8,615 7,791
Occupancy and equipment 1,841 1,962 3,703 3,968
Communication and transportation 408 469 834 905
Marketing and development 407 349 712 712
FDIC deposit insurance 50 134 53
Supplies 256 265 516 507
Other 1,094 1,143 2,155 2,350
---------- ---------- ---------- ---------
Total non-interest expense 8,595 8,291 16,669 16,286
---------- ---------- ---------- ---------
INCOME BEFORE INCOME TAXES 4,054 5,690 12,619 8,500
INCOME TAXES 1,452 2,034 4,493 2,964
---------- ---------- ---------- ---------
NET INCOME $ 2,602 $ 3,656 $ 8,126 $ 5,536
========== ========= ========== =========
</TABLE>
(Continued)
<PAGE>
REPUBLIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (CONTINUED)
SIX MONTHS ENDED JUNE 30, 1998 AND 1997 ( in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
OTHER COMPREHENSIVE INCOME (LOSS),
NET OF TAX:
Change in unrealized gain (loss) on securities $ 278 $ 564 $ 472 $ (100)
Reclassification of realized amount (167) (16) (491) (16)
---------- --------- ---------- --------
Net unrealized gain (loss) recognized in
comprehensive income 111 548 (19) (116)
---------- --------- ---------- --------
COMPREHENSIVE INCOME $ 2,713 $ 4,204 $ 8,107 $ 5,420
========== ========= ========== =========
EARNINGS PER SHARE
Class A $ .17 $ .25 $ .54 $ 37
Class B $ .17 $ .24 $ .54 $ .36
EARNINGS PER SHARE ASSUMING DILUTION
Class A $ .17 $ .24 $ .52 $ .36
Class B $ .17 $ .23 $ .52 $ .36
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
REPUBLIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
(in thousands, except for per share data)
<TABLE>
<CAPTION>
Net Unrealized
Depreciation
Common Stock Additional on Available Total
Class A Class B Paid-In Retained For Sale Stockholders'
Shares Shares Amount Capital Earnin Securities Equity
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, January 1, 1998 12,531 2,418 $ 3,613 $ 10,833 $ 53,994 $ (54) $ 68,386
Exercised options 10 2 57 59
Conversion of Class B to Class A 4 (4)
Dividend Declared
Common: Class A ($.055 per share) (690) (690)
Class B ($.05 per share) (120) (120)
Net changes in unrealized depreciation
on securities available for sale (19) (19)
Net Income 8,126 8,126
------- ----- -------- -------- -------- ------- -------
BALANCE, June 30, 1998 12,545 2,414 $ 3,615 $ 10,890 $ 61,310 $ (73) $ 75,742
======= ===== ======== ======== ======== ======= =======
</TABLE>
See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
REPUBLIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (in thousands)
1998 1997
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 8,126 $ 5,536
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Depreciation and amortization of premises and equipment 1,674 2,048
Amortization and accretion of securities 127 315
FHLB stock dividends (370) (208)
Provision for loan losses 1,384 2,714
Net gain on sale of securities (491) (16)
Net gain on sale of loans (2,152) (544)
Net gain on sale of Bank card (3,410)
Net gain on sale of deposits (4,116)
Proceeds from sale of loans 137,905 46,993
Origination of mortgage loans held for sale (137,369) (46,015)
Changes in assets and liabilities:
Accrued interest receivable (516) 124
Other assets 14 (9,577)
Accrued interest payable 531 1,589
Other liabilities (1,044) 1,644
--------- ---------
Net cash provided by operating activities 3,703 1,193
--------- ---------
INVESTING ACTIVITIES:
Proceeds from sale of bank card 25,555
Purchases of securities available for sale (127,669) (5,044)
Purchases of securities to be held to maturity (11,189)
Purchases of Federal Home Loan Bank Stock (2,467) (1,000)
Proceeds from maturities of securities to be held to maturity 29,597 66,516
Proceeds from sales and paydowns of securities available for sale 60,634 9,140
Net increase in loans (35,682) (62,478)
Purchases of premises and equipment (4,054) (2,319)
Disposal of premises and equipment 1,350 175
--------- ---------
Net cash used in investing activities (78,291) 19,356
---------- ---------
FINANCING ACTIVITIES:
Net increase in deposits 79,635 47,184
Sale of deposits (61,564)
Net decrease in securities sold under agreement to
repurchase and other short-term borrowings (8,640) (95,554)
Payments on other borrowings (62,285) (136,159)
Proceeds from other borrowings 156,900 139,250
Proceeds from issuance of guaranteed preferred beneficial
interests in Company's subordinated debentures 6,452
Proceeds from stock options exercised 59
Cash dividends paid (810) (995)
--------- ----------
Net cash provided by (used in) financing activities 103,295 (39,822)
--------- ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 28,707 (19,273)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 24,546 56,671
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 53,253 $ 37,398
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 24,597 $ 24,016
========= =========
Income taxes $ 6,272 $ 1,839
========= =========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
REPUBLIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
1. BASIS OF PRESENTATION (AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES)
Basis of Presentation - The consolidated financial statements include the
accounts of Republic Bancorp, Inc. and its wholly-owned subsidiaries; Republic
Mortgage Company, Republic Insurance Agency, Inc., Republic Capital Trust, and
Republic Bank & Trust Company (Bank), collectively "Republic". All significant
intercompany balances and transactions have been eliminated in consolidation.
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three-month and six-month periods
ending June 30, 1998 are not necessarily indicative of the results that may be
expected for the year ended December 31, 1998. For further information, refer to
the consolidated financial statements and footnotes thereto included in
Republic's annual report on Form 10-K for the year ended December 31, 1997.
New Accounting Pronouncements - In June 1997, the FASB issued SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information". This
standard changes the way public companies report information about operating
segments in annual financial statements and requires that those companies report
selected information about operating segments in interim financial reports. It
also establishes standards for related disclosures about products and services,
geographic areas, and major customers. Operating segments are parts of a company
for which separate information is available which is evaluated by the chief
operating decision maker in deciding how to allocate resources and in evaluating
performance. Required disclosures for operating segments include total segment
revenues, total segment profit or loss, and total segment assets. The standard
also requires disclosures regarding revenues derived from products or services
(or similar groups of products or services), countries in which the company
derives revenue or holds assets, and about major customers, regardless of
whether this information is used in operating decision making. Republic is
required to adopt the disclosure requirements in its 1998 annual report, and in
interim periods in 1999. The 1999 interim period disclosures are required to
include comparable 1998 information.
In June 1998, the FASB issued SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities". This new standard requires companies to
record derivatives on the balance sheet as assets or liabilities at fair value.
Depending on the use of the derivative and whether it qualifies for hedge
accounting, gains or losses resulting from changes in the values of those
derivatives would either be recorded as a component of net income or as a change
in stockholders' equity. Republic is required to adopt this new standard January
1, 2000. Management has not yet determined the impact of this standard.
Comprehensive Income - Republic adopted Statement of Financial Accounting
Standard No. 130, "Reporting Comprehensive Income", effective for the interim
period ended March 31, 1998. This Standard requires reporting of comprehensive
income, defined as changes in equity other than those resulting from investments
by or distributions to stockholders. Net income, plus or minus "other
comprehensive income" results in comprehensive income. The only item of other
comprehensive income applicable to Republic is the change in unrealized gain or
loss on securities available for sale. Comprehensive income is reported on the
statement of income. The period ended June 30, 1997 was restated to meet the
current reporting format.
Earnings Per Share - Earnings per share and earnings per share assuming dilution
are computed under a new accounting standard effective in the quarter ended
December 31, 1997. All prior amounts have been restated to be comparable.
Earnings per share is based on income less preferred stock dividends (and, in
the case of Class B Common stock, less the dividend preference on Class A Common
stock) divided by the weighted average number of shares outstanding during the
period. Earnings per share assuming dilution shows the effect of additional
common shares issuable under stock options, convertible preferred stock and
guaranteed preferred beneficial interests in Republic's subordinated debentures.
All per share amounts have been restated to reflect the two-for-one stock split
of the Class A Common stock and Class B Common stock effective July 1, 1998.
<PAGE>
Reclassifications - Certain amounts have been reclassified in the 1997 financial
statements to conform with the current period classifications. The
reclassifications have no effect on net income or stockholders' equity as
previously reported.
2. CASH & CASH EQUIVALENTS
During 1998, the Bank entered into agreements to purchase securities under
agreements to resell ("reverse repurchase agreements"). At June 30, 1998 these
reverse repurchase agreements totaled $30.0 million. The securities purchased
under these reverse repurchase agreements are government agency securities and
are pledged against the Bank's customer repurchase accounts. The fair value of
the pledged securities as of June 30, 1998 was approximately $30.3 million. The
securities purchased under these agreements are overnight in term and maintained
by a third party safekeeping agent for the benefit of the Bank. The average
balance of securities purchased under reverse repurchase agreements for
year-to-date 1998 was $11.4 million with a maximum balance outstanding at any
month end of $30.0 million.
3. SECURITIES
<TABLE>
<CAPTION>
Available For Sale Securities:
June 30, 1998
(in thousands)
Gross Gross
Amortized Unrealized Unrealized Estimated
Cost Gains Losses Fair Value
<S> <C> <C> <C>
U.S. Treasury Securities and U.S.
Government Agencies $ 125,448 $ (13) $ 125,435
Mortgage-backed securities 35,709 (97) 35,612
------------- --------- --------- -----------
Total securities to be held to maturity $ 161,157 $ (110) $ 161,047
=========== ========= ========= ===========
</TABLE>
<TABLE>
<CAPTION>
Securities To Be Held To Maturity:
June 30, 1998
(in thousands)
Gross Gross
Amortized Unrealized Unrealized Estimated
Cost Gains Losses Fair Value
<S> <C> <C> <C> <C>
U.S. Treasury Securities and U.S.
Government Agencies $ 64,372 $ 122 $ (177) $ 64,317
Obligations of state and political
subdivisions 4,188 161 4,349
Mortgage-backed securities 539 (29) 510
----------- --------- --------- -----------
Total securities to be held to maturity $ 69,099 $ 283 $ (206) $ 69,176
=========== ========= ========= ===========
</TABLE>
Securities having an amortized cost of $227 million and a fair value of $227
million at June 30, 1998, were pledged to secure public deposits, securities
sold under agreements to repurchase and for other purposes, as required or
permitted by law.
<PAGE>
4. LOANS
<TABLE>
<CAPTION>
June 30, 1998 December 31, 1997
(in thousands)
<S> <C> <C>
Residential real estate $ 502,232 $ 480,874
Commercial real estate 97,614 76,306
Real estate construction 38,996 37,940
Commercial 23,478 21,552
Consumer 69,363 81,967
Home equity 104,890 102,512
Other 1,952 4,094
----------- -----------
Total loans 838,525 805,245
Less:
Unearned interest income and unamortized
loan fees (1,735) (2,130)
Allowance for loan losses (8,234) (8,176)
----------- -----------
Loans, net $ 828,556 $ 794,939
=========== ===========
</TABLE>
The following table sets forth the changes in the allowance for loan losses:
<TABLE>
<CAPTION>
Three months ended June 30, Six months ended June 30,
1998 1997 1998 1997
(in thousands)
<S> <C> <C> <C> <C>
Balance, beginning of period $ 8,234 $ 6,281 $ 8,176 $ 6,241
Provision charged to income 741 1,416 1,384 2,714
Charge-offs (879) (1,530) (1,581) (2,965)
Recoveries 138 114 255 291
--------- --------- --------- --------
Balance, end of period $ 8,234 $ 6,281 $ 8,234 $ 6,281
========= ========= ========= =========
</TABLE>
Information about Republic's investment in impaired loans is as follows:
<TABLE>
<CAPTION>
June 30, 1998 December 31, 1997
(in thousands)
<S> <C> <C>
Gross impaired loans $ 1,640 $ 1,640
Less: Related allowance for loan losses 240 240
--------- --------
Net impaired loans with related allowances 1,400 1,400
Impaired loans with no related allowances 0 0
---------- --------
Total $ 1,400 $ 1,400
========= ========
Average impaired loans outstanding $ 1,640 $ 1,639
========= ========
</TABLE>
<PAGE>
5. DEPOSITS
<TABLE>
<CAPTION>
June 30, 1998 December 31, 1997
(in thousands)
<S> <C> <C>
Demand (NOW, Super NOW and Money Market): $ 170,155 $ 118,870
Savings 11,628 12,165
Money market certificates of deposit 34,429 41,307
Individual retirement accounts 22,578 30,167
Certificates of deposit, $100,000 and over 67,453 63,045
Other certificates of deposit 323,512 352,478
Brokered deposits 37,561 47,653
----------- ------------
Total interest bearing deposits 667,316 665,685
Total non-interest bearing deposits 78,237 65,913
----------- -----------
$ 745,553 $ 731,598
=========== ===========
</TABLE>
6. SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE AND OTHER SHORT-TERM
BORROWINGS
Short-term borrowings consist of repurchase agreements and overnight liabilities
to deposit customers arising from a cash management program offered by Republic.
While effectively deposit equivalents, such arrangements are in the form of
repurchase agreements. The repurchase agreements are treated as financings;
accordingly, the securities involved with the agreements are recorded as assets
and are held by a safekeeping agent and the obligations to repurchase the
securities are reflected as liabilities.
<TABLE>
<CAPTION>
June 30, 1998 December 31, 1997
(in thousands)
<S> <C> <C>
Average outstanding balance $ 111,049 $ 100,291
Average interest rate 4.29% 4.57%
Maximum outstanding at month end $ 130,754 $ 111,137
End of period $ 102,497 $ 111,137
</TABLE>
<PAGE>
7. OTHER BORROWED FUNDS
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
(in thousands)
<S> <C> <C>
Federal Home Loan Bank convertible fixed rate
advance (1) $ 30,000
Federal Home Loan Bank variable interest rate
advances, with weighted average interest rate
of 5.74% at June 30, 1998, due through 1999 115,500 $ 116,000
Federal Home Loan Bank fixed interest rate advances, with
weighted average interest rate of 5.84% at
June 30, 1998, due through 2003 73,520 8,405
------------ ------------
$ 219,020 $ 124,405
============ ============
</TABLE>
- -----------------------------
(1) During the first quarter of 1998, Republic entered into a 5 year convertible
fixed rate advance with the Federal Home Loan Bank (FHLB) for $30 million. The
advance is fixed for 1 year at 5.11%. At the end of the first year, the FHLB has
the right to convert the fixed rate advance on a quarterly basis to a variable
rate advance tied to the 3 month LIBOR index. The advance can be prepaid at any
quarterly date without penalty, but may not be prepaid at any time during the
fixed rate term.
The Federal Home Loan Bank advances are collateralized by a blanket pledge of
eligible real estate loans with an unpaid principal balance of greater than 150%
of the outstanding advances. Republic has sufficient collateral to borrow
approximately $104 million additional from the Federal Home Loan Bank. Republic
also has unsecured lines of credit totaling $16.7 million and secured lines of
credit of $104.7 million available through various financial institutions.
Aggregate future principal payments on borrowed funds as of June 30, 1998 are as
follows:
Year (in thousands)
1998 $ 42,683
1999 85,044
2000 1,103
2001 190
2002
2003 90,000
-----------
$ 219,020
===========
8. GUARANTEED PREFERRED BENEFICIAL INTERESTS
In February 1997, Republic Capital Trust (RCT), a trust subsidiary of Republic
Bancorp, Inc., completed the private placement of shares of cumulative trust
preferred securities ("Preferred Securities") with a liquidation preference of
$100 per security. Each security can be converted into ten shares of Class A
Common Stock at the option of the holder. The proceeds of the offering were
loaned to Republic Bancorp, Inc. in exchange for subordinated debentures with
terms that are similar to the Preferred Securities. Distributions on the
securities are payable quarterly at the annual rate of 8.5% of the liquidation
preference and are included in interest expense in the consolidated financial
statements. Republic undertook the issuance of these securities to enhance its
regulatory capital position. The Bank intends to utilize the capital for general
business purposes and to support the Bank's future opportunities for growth.
These securities are considered as Tier I capital under current regulatory
guidelines.
<PAGE>
The Preferred Securities are subject to mandatory redemption, in whole or in
part, upon repayment of the subordinated debentures at maturity or their earlier
redemption at the liquidation preference. The subordinated debentures are
redeemable prior to the maturity date of April 1, 2027 at the option of Republic
on or after April 1, 2002, or upon the occurrence of specific events, defined
within the trust indenture. Republic has the option to defer distributions on
the subordinated debentures from time to time for a period not to exceed 20
consecutive quarters.
9. EARNINGS PER SHARE
A reconciliation of the combined Class A and Class B Common Stock numerators and
denominators of the earnings per share and earnings per share assuming dilution
computations is as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
(in thousands)
<S> <C> <C> <C> <C>
Earnings Per Share
Net Income $ 2,602 $ 3,656 $ 8,126 $ 5,536
Less: Dividends declared on preferred stock (106) (213)
--------- --------- --------- ---------
Net Income available to common shares
outstanding $ 2,602 $ 3,550 $ 8,126 $ 5,323
========= ========= ========= ==========
Weighted average shares outstanding 14,959 14,443 14,959 14,443
========= ========= ========= ==========
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
(in thousands)
<S> <C> <C> <C> <C>
Earnings Per Share Assuming Dilution
Net Income $ 2,602 $ 3,656 $ 8,126 $ 5,536
Add: Interest expense, net of tax benefit,
on assumed conversion of guaranteed
preferred beneficial interests in
Republic's subordinated debentures 88 88 175 131
--------- --------- --------- ----------
Net Income available to common shareholder
assuming conversion $ 2,690 $ 3,744 $ 8,301 $ 5,667
========= ========= ========= ==========
Weighted average shares outstanding 14,959 14,443 14,959 14,443
Add dilutive effects of assumed
conversion and exercise:
Convertible guaranteed preferred
beneficial interest in Republic's
subordinated debentures 645 645 645 484
Convertible Series A, 8.5% Preferred stock 600 600
Stock options 269 206 270 195
--------- --------- --------- ----------
Weighted average shares and dilutive
potential shares outstanding 15,873 15,894 15,874 15,722
========= ========= ========= ==========
</TABLE>
The difference in earnings per share between the two classes of common
stock result solely from the dividend premium paid to Class A over Class B
Common Stock.
<PAGE>
10. SEGMENT INFORMATION
Republic's operations include two segments: banking and mortgage banking. The
banking segment is composed of those operations involved in making loans,
investing in government and government agencies' securities and receiving
deposits from customers. The mortgage banking segment consists of those
operations involved in originating residential mortgage loans for resale in the
secondary mortgage market and in servicing loans for others.
Intersegment interest income and expense represent interest on loans and
advances from the bank segment to the mortgage banking segment are computed at
the Bank's prime rate.
<TABLE>
<CAPTION>
Three Months Ended June 30, 1998
(in thousands)
Mortgage
Banking Banking Other Eliminations Consolidated
<S> <C> <C> <C> <C> <C>
Interest income:
Unaffiliated customer $ 22,693 $ 336 $ 23,029
Intersegment 266 $ 147 $ (413)
----------- ---------- --------- ---------- ------------
Total interest income 22,959 336 147 (413) 23,029
Interest expense:
Unaffiliated customer 12,575 137 12,712
Intersegment 3 266 144 (413)
----------- ---------- --------- ---------- -----------
Total interest expense 12,578 266 281 (413) 12,712
----------- ---------- --------- ---------- -----------
Net interest income 10,381 70 (134) 10,317
Provision for loan losses 741 741
Other income 1,973 1,100 3,073
Non-interest expense 8,056 498 41 8,595
----------- ---------- --------- ----------- ------------
Operating profit 3,557 672 (175) 4,054
=========== ========== ========= =========== ============
Indentifiable assets 1,149,344 12,360 91,709 (91,690) 1,161,723
=========== ========== ========= =========== ============
Depreciation and amortization 796 40 836
=========== ========== ========= =========== ============
Capital Expenditures 1,997 56 2,053
=========== ========== ========= =========== ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended June 30, 1997
(in thousands)
Mortgage
Banking Banking Other Eliminations Consolidated
<S> <C> <C> <C> <C> <C>
Interest income:
Unaffiliated customer $ 23,026 $ 216 $ 23,242
Intersegment 173 $ 154 $ (327)
----------- ---------- --------- ---------- ------------
Total interest income 23,199 216 154 (327) 23,242
Interest expense:
Unaffiliated customer 12,829 173 13,002
Intersegment 9 173 145 (327)
----------- ---------- --------- ----------
Total interest expense 12,838 173 318 (327) 13,002
----------- ---------- --------- ----------- ------------
Net interest income 10,361 43 (164) 10,240
Provision for loan losses 1,416 1,416
Other income 4,581 576 5,157
Non-interest expense 8,006 283 2 8,291
----------- ---------- --------- ----------- ------------
Operating profit 5,520 336 (166) 5,690
=========== ========== ========= =========== ============
Indentifiable assets 1,102,768 6,925 79,908 (79,888) 1,109,713
=========== ========== ========= =========== ============
Depreciation and amortization 971 30 1,001
=========== ========== ========= =========== ============
Capital Expenditures 877 414 1,291
=========== ========== ========= =========== ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Six Months Ended June 30, 1998
(in thousands)
Mortgage
Banking Banking Other Eliminations Consolidated
<S> <C> <C> <C> <C> <C>
Interest income:
Unaffiliated customer $ 45,201 $ 613 $ 45,814
Intersegment 464 $ 292 $ (756)
----------- ---------- --------- ---------- ------------
Total interest income 45,665 613 292 (756) 45,814
Interest expense:
Unaffiliated customer 24,853 274 25,127
Intersegment 5 464 287 (756)
----------- ---------- --------- ---------- ------------
Total interest expense 24,858 464 561 (756) 25,127
----------- ---------- --------- ----------- ------------
Net interest income 20,807 149 (269) 20,687
Provision for loan losses 1,384 1,384
Other income 7,972 2,013 9,985
Non-interest expense 15,675 949 45 16,669
----------- ---------- --------- ----------- ------------
Operating profit 11,720 1,213 (314) 12,619
=========== ========== ========= =========== ============
Indentifiable assets 1,149,344 12,360 91,709 (91,690) 1,161,723
=========== ========== ========= =========== ============
Depreciation and amortization 1,592 82 1,674
=========== ========== ========= =========== ============
Capital Expenditures 3,768 286 4,054
=========== ========== ========= =========== ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Six Months Ended June 30, 1997
(in thousands)
Mortgage
Banking Banking Other Eliminations Consolidated
<S> <C> <C> <C> <C> <C>
Interest income:
Unaffiliated customer $ 45,511 $ 341 $ 45,852
Intersegment 260 $ 243 $ (503)
----------- ---------- --------- ---------- ------------
Total interest income 45,771 341 243 (503) 45,852
Interest expense:
Unaffiliated customer 25,314 291 25,605
Intersegment 17 260 226 (503)
----------- ---------- --------- ---------- ------------
Total interest expense 25,331 260 517 (503) 25,605
----------- ---------- --------- ----------- ------------
Net interest income 20,440 81 (274) 20,247
Provision for loan losses 2,714 2,714
Other income 6,222 1,031 7,253
Non-interest expense 15,638 588 60 16,286
----------- ---------- --------- ----------- ------------
Operating profit 8,310 524 (334) 8,500
=========== ========== ========= =========== ============
Indentifiable assets 1,102,768 6,925 79,908 (79,888) 1,109,713
=========== ========== ========= =========== ============
Depreciation and amortization 2,003 45 2,048
=========== ========== ========= =========== ============
Capital Expenditures 1,902 417 2,319
=========== ========== ========= =========== ============
</TABLE>
<PAGE>
PART 1
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
Republic Bancorp, Inc., headquartered in Louisville, Kentucky, was incorporated
on January 2, 1974. The Bank is a commercial banking and trust corporation
organized and chartered under the laws of the Commonwealth of Kentucky. The Bank
is also headquartered in Louisville, Kentucky and provides banking services
through 18 banking centers throughout Kentucky. The Bank's activities include
the acceptance of deposits for checking, savings and time deposit accounts,
making secured and unsecured loans, and investing in securities and trust
services. The Bank's lending services include the origination of real estate,
commercial and consumer loans. Operating revenues are derived primarily from
interest and fees on domestic real estate, commercial and consumer loans, and
from interest on securities of the United States Government and Agencies,
states, and municipalities. Regulators for Republic include the Federal Deposit
Insurance Corporation (FDIC), Federal Reserve Bank and the Kentucky Department
of Financial Institutions.
REPUBLIC HAS MADE, AND MAY CONTINUE TO MAKE, VARIOUS FORWARD-LOOKING STATEMENTS
WITH RESPECT TO CREDIT QUALITY (INCLUDING DELINQUENCY TRENDS AND THE ALLOWANCE
FOR LOAN LOSSES), CORPORATE OBJECTIVES AND OTHER FINANCIAL AND BUSINESS MATTERS.
WHEN USED IN THIS DISCUSSION THE WORDS "ANTICIPATE," "PROJECT," "EXPECT,"
"BELIEVE," AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING
STATEMENTS. REPUBLIC CAUTIONS THAT THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT
TO NUMEROUS ASSUMPTIONS, RISKS AND UNCERTAINTIES, ALL OF WHICH MAY CHANGE OVER
TIME. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM FORWARD-LOOKING STATEMENTS.
IN ADDITION TO FACTORS DISCLOSED BY REPUBLIC, THE FOLLOWING FACTORS, AMONG
OTHERS, COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM SUCH
FORWARD-LOOKING STATEMENTS: PRICING PRESSURES ON LOAN AND DEPOSIT PRODUCTS;
COMPETITION; CHANGES IN ECONOMIC CONDITIONS BOTH NATIONALLY AND IN THE BANK'S
MARKETS; THE EXTENT AND TIMING OF ACTIONS OF THE FEDERAL RESERVE BOARD;
CUSTOMERS' ACCEPTANCE OF THE BANK'S PRODUCTS AND SERVICES; AND THE EXTENT AND
TIMING OF LEGISLATIVE AND REGULATORY ACTIONS AND REFORMS.
OVERVIEW
Republic's total assets increased slightly in 1998 from $1.05 billion at
December 31, 1997 to $1.16 billion at June 30, 1998. The increase resulted
primarily from additional securities held for sale, cash and cash equivalents
and loans. Republic continues to experience steady overall loan demand in its
markets.
In July of 1998 Republic sold 2 million shares of its class A common stock at an
initial price of $13 per share and received approximately $23.3 million in
offering proceeds. The proceeds of the offering are expected to be used for
continued banking center expansion, broadening existing business lines,
potential acquisitions and other general corporate purposes. Republic's stock is
now being traded on the NASDAQ National Market under the symbol "RBCAA".
<PAGE>
The following table summarizes selected financial information regarding
Republic's financial performance.
Table 1
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
(dollars in thousands)
<S> <C> <C> <C> <C>
Net income $ 2,602 $ 3,656 $ 8,126 $ 5,536
Net income excluding asset dispositions 2,602 1,474 5,492 3,354
Class A earnings per share .17 .25 .54 .37
Class B earnings per share .17 .24 .54 .37
ROA .89% .73% 1.19% .81%
ROA excluding asset disposition .89 .54 .96 .61
ROE 13.59 13.22 18.30 14.75
ROE excluding asset disposition 13.59 9.66 15.15 11.13
</TABLE>
DISPOSITION OF ASSETS
During 1997, Republic elected to focus its resources on its North Central and
Central Kentucky markets. Consistent with this new focus, Republic sold its
banking centers in the Western Kentucky cities of Murray, Benton, Paducah, and
Mayfield. The Murray, Benton and Paducah sales were closed in the second half of
1997. During the first quarter of 1998, Republic completed the sale of deposits
and fixed assets at the Mayfield banking center. Republic realized a pre-tax
gain of approximately $4.1 million from the Mayfield banking center sale which
was completed during January, 1998. This sale was comprised of approximately
$65.7 million in deposits and certain other fixed assets. Republic retained
substantially all of its Mayfield banking center loan portfolio. The Mayfield
transaction represented the final Western Kentucky banking center sale.
Also during 1997, Republic sold its $17 million credit card portfolio, its
merchant processing assets and its $6 million, 50% interest in a joint venture
credit card arrangement, totaling $23 million. Collectively, these asset sales
resulted in a pre-tax gain of $3.4 million.
RESULTS OF OPERATIONS
Net Interest Income. For the second quarter 1998, net interest income was $10.3
million, up $77,000 over the $10.2 million attained during second quarter 1997.
Overall, the net interest rate spread decreased from 3.36% during second quarter
of 1997 to 3.14% in the comparable quarter of 1998. The Bank's net interest
margin decreased from 3.88% in second quarter 1997 to 3.76% in second quarter
1998. The decrease in the net interest spread and margin occurred because the
yield on interest earning assets decreased 43 basis points while the rate paid
on liabilities only decreased 21 basis points. During the second quarter 1998,
average interest-earning assets were $1.1 billion, an increase of $44 million
over second quarter 1997. The yield on average interest-earning assets decreased
from 8.82% during second quarter of 1997 to 8.39% during second quarter of 1998.
Total average interest bearing liabilities increased from $953 million in the
second quarter of 1997 to $969 million in the second quarter of 1998. The cost
of average interest-bearing liabilities decreased from 5.46% during second
quarter of 1997 to 5.25% in the second quarter of 1998.
Net interest income for the six months ended June 30, 1998 was $20.7 million,
down slightly from $20.2 million during the six months ended June 30, 1997. When
comparing the respective six month periods, average earning assets grew by $27
million in 1998 and average interest bearing liabilities increased $2 million
As a result of an overall decline in market rates, Republic's yield on interest
earning assets and rate paid on interest bearing liabilities declined during the
period. The decline in spread occurred as the reduction in Republic's higher
yielding unsecured consumer portfolio was replaced with lower yielding real
estate secured loans. Net interest margin declined at a slower rate than net
interest spread because Republic was able to fund a greater portion of its
interest earning assets through equity and non-interest bearing deposits.
Tables 2 and 3 provide detailed information as to average balance, interest
income/expense, and rates by major balance sheet category for the three and six
months ended June 30, 1998 and 1997.
<PAGE>
Table 2 - Average Balance Sheet Rates for Second Quarter, 1998 and 1997 (dollars
in thousands)
<TABLE>
<CAPTION>
Three Months Ended June 30, 1998 Three Months Ended June 30, 1997
Average Average Average Average
ASSETS Balance Interest Rate Balance Interest Rate
------- -------- ---- ------- -------- ----
<S> <C> <C> <C> <C> <C> <C>
Earning Assets:
U.S. Treasury and U.S. Government
Agency Securities $176,055 $2,589 5.88% $ 216,558 $ 3,324 6.14%
State and Political Subdivision Securities 4,215 84 7.97% 4,544 96 8.45%
Other Investments 10,891 196 7.24% 6,752 117 6.93%
Mortgage-Backed Securities 37,870 594 6.27% 641 8 4.99%
Federal Funds Sold and Securities Purchased
Under Agreements to Resell 34,026 469 5.51% 10,318 140 5.43%
Total Loans and Fees 835,330 19,097 9.14% 815,648 19,557 9.59%
------- ------ ------- ------
Total Earning Assets 1,098,387 23,029 8.39% 1,054,461 23,242 8.82%
--------- ------ --------- ------
Less: Allowance for Loan Losses (8,234) (6,281)
Non-Earning Assets:
Cash and Due From Banks 17,882 21,191
Bank Premises and Equipment, Net 13,510 17,887
Other Assets 15,167 13,528
------ ------
Total Assets $ 1,136,712 $ 1,100,786
=========== ===========
LIABILITIES AND STOCKHOLDERS'
EQUITY
Interest Bearing Liabilities:
Transaction Accounts $ 103,058 $ 839 3.26% $ 133,733 $ 1,159 3.47%
Money Market Accounts 99,408 1,177 4.74% 41,340 490 4.74%
Individual Retirement Accounts 22,688 341 6.01% 37,429 546 5.84%
Certificates of Deposit and Other
Time Deposits 441,165 6,464 5.86% 530,274 7,953 6.00%
Repurchase Agreements and Other
Borrowings 302,644 3,891 5.14% 209,868 2,854 5.44%
------- ----- ------- -----
Total Interest Bearing Liabilities 968,963 12,712 5.25% 952,644 13,002 5.46%
Non-Interest Bearing Liabilities:
Non-Interest Bearing Deposits 80,037 67,631
Other Liabilities 13,467 19,465
Stockholders' Equity 74,245 61,046
------ ------
Total Liabilities and Stockholders'
Equity $ 1,136,712 $ 1,100,786
=========== ===========
Net Interest Income $10,317 $ 10,240
======= ========
Net Interest Spread 3.14% 3.36%
===== =====
Net Interest Margin 3.76% 3.88%
===== =====
</TABLE>
For the purposes of these calculations, non-accruing loans are included in the
quarterly average loan amounts outstanding.
<PAGE>
Table 3 - Average Balance Sheet Rates for Six Months, 1998 and 1997 (dollars in
thousands)
<TABLE>
<CAPTION>
Six months ended June 30, 1998 Six months ended June 30, 1997
Average Average Average Average
ASSETS Balance Interest Rate Balance Interest Rate
------- -------- ---- ------- -------- ----
<S> <C> <C> <C> <C> <C> <C>
Earning Assets:
U.S. Treasury and U.S. Government
Agency Securities $ 166,680 $ 4,897 5.88% $ 225,106 $ 6,688 5.94%
State and Political Subdivision Securities 4,239 176 8.30% 4,533 196 8.65%
Other Investments 10,531 384 7.31% 6,593 227 6.89%
Mortgage-Backed Securities 42,297 1,314 6.21% 649 16 4.93%
Federal Funds Sold 29,430 823 5.59% 12,775 353 5.53%
Total Loans and Fees 824,850 38,220 9.27% 801,345 38,372 9.58%
------- ------ ------- ------
Total Earning Assets 1,078,027 45,814 8.50% 1,051,001 45,852 8.73%
--------- ------ --------- ------
Less: Allowance for Loan Losses (8,227) (6,271)
Non-Earning Assets:
Cash and Due From Banks 19,531 22,737
Bank Premises and Equipment, Net 13,155 17,810
Other Assets 13,795 12,991
------ ------
Total Assets $ 1,116,281 $ 1,098,268
=========== ===========
LIABILITIES AND STOCKHOLDERS'
EQUITY
Interest Bearing Liabilities:
Transaction Accounts $ 98,705 $ 1,601 3.24% $ 135,067 $ 2,333 3.45%
Money Market Accounts 89,426 2,163 4.84% 40,641 957 4.71%
Individual Retirement Accounts 22,713 680 5.99% 36,874 1,078 5.85%
Certificates of Deposit and Other
Time Deposits 439,753 12,909 5.87% 520,783 15,444 5.93%
Repurchase Agreements and Other
Borrowings 301,725 7,774 5.15% 216,833 5,793 5.34%
------- ----- ------- -----
Total Interest Bearing Liabilities 952,322 25,127 5.28% 950,198 25,605 5.39%
Non-Interest Bearing Liabilities:
Non-Interest Bearing Deposits 76,370 69,956
Other Liabilities 14,887 17,836
Stockholders' Equity 72,702 60,278
------ ------
Total Liabilities and Stockholders'
Equity $ 1,116,281 $ 1,098,268
=========== ===========
Net Interest Income $ 20,687 $ 20,247
======== ========
Net Interest Spread 3.22% 3.34%
===== =====
Net Interest Margin 3.84% 3.85%
===== =====
</TABLE>
For the purposes of these calculations, non-accruing loans are included in the
quarterly average loan amounts outstanding.
<PAGE>
Table 4 presents the extent to which changes in interest rates and changes in
the volume of interest earning assets and interest bearing liabilities have
affected Republic's interest income and interest expense during the periods
indicated. Information is provided in each category with respect to (i) changes
attributable to changes in volume (changes in volume multiplied by prior rate),
(ii) changes attributable to changes in rate (changes in rate multiplied by old
volume), and (iii) the net change. The changes attributable to the combined
impact of volume and rate have been allocated proportionately to the changes due
to volume and the changes due to rate.
Table 4 - Volume/Rate Variance Analysis (in thousands)
<TABLE>
<CAPTION>
Three Months Ended June 30, 1998 Six months ended June 30, 1998
Compared to Compared to
Three Months Ended June 30, 1997 Six months ended June 30, 1997
-------------------------------- ------------------------------
Increase/(Decrease) Increase/(Decrease)
due to due to
Total Net Total Net
Change Volume Rate Change Volume Rate
<S> <C> <C> <C> <C> <C> <C>
Interest Income (1):
U.S. Treasury and
Government Agency Securities $ (735) $ (622) $ (113) $ (1,791) $ (1,751) $ (40)
State and Political
Subdivision Securities (12) (7) (5) (20) (13) (7)
Other Investments 79 71 8 157 135 22
Mortgage-Backed Securities 586 465 121 1,298 2,330 (1,032)
Federal Funds Sold 329 322 7 470 460 10
Total Loans and Fees (2) (460) 472 (932) (152) 1,126 (1,278)
----- ----- ----- ---- ----- -----
Net Change in Interest Income (213) 701 (914) (38) 2,287 (2,325)
----- ----- ----- ---- ----- -----
Interest Expense:
Interest Bearing
Transaction Accounts (320) (266) (54) (732) (628) (104)
Money Market Accounts 687 688 (1) 1,206 1,149 57
Individual Retirement Accounts (205) (215) 10 (398) (414) 16
Certificates of Deposit and
Other Time Deposits (1,489) (1,337) (152) (2,535) (2,404) (131)
Repurchase Agreements and
Other Borrowings 1,037 1,262 (225) 1,981 2,268 (287)
----- ----- ----- ---- ----- -----
Net Change in Interest Expense (290) 132 (422) (478) (29) (449)
----- ----- ----- ---- ----- -----
Increase in Net Interest Income $ 77 $ 569 $ (492) $ 440 $ 2,316 $ (1,876)
==== ===== ====== ===== ======= ========
</TABLE>
(1) Interest income for loans on non-accrual status have been included in
Interest Income.
(2) The amount of fees in interest on loans was approximately $765 and $448 for
the years ended June 30, 1998 and 1997, respectively.
<PAGE>
Non-Interest Income. Non-interest income was $3.1 million during second quarter
1998, down from $5.2 million during second quarter of 1997. The decrease was
primarily due to the one-time gains from the sale of the Bank's bank card
portfolio during 1997 of $3.4 million. Excluding the one-time sale of bank card
during 1997, non-interest income increased by $1.3 million. The increase was
principally a result of a higher number of loan originations and gains generated
from subsequent sales into the secondary market.
Non-interest income increased from $7.3 million for the six months ended June
30, 1997 to $10.0 million for the comparable period in 1998. Excluding the
one-time gain on sale of deposits of $4.1 million during 1998 and the sale of
bankcard totaling $3.4 million during 1997, non-interest income increased by
$2.0 million. The increase was primarily in additional gains on loans sold into
the secondary market. Also during the first six months of 1998, Republic
realized $491,000 in gains from sales of securities. Future gains on sales of
securities, if any, are dependent upon market conditions and other factors.
Service charges on deposit accounts remained constant at $1.6 million for the
six month periods ended June 30, 1998 and 1997, notwithstanding the sale of five
banking centers in Western Kentucky. Republic continues to market its
transaction accounts, review fees assessed and improve collection activities.
Other service charges and fees increased $123,000 to $603,000 for the six months
ended June 30, 1998 due to increased volume associated with Republic's
participation in a rapid tax refund joint venture. Revenues generated from this
joint venture are primarily realized only during the tax filing season,
comprised of the first quarter and to a lesser extent the second quarter of the
year.
Revenue from mortgage banking activities during the six month period ending June
30, 1998 has been positively influenced by increases in origination, sales
volume and the sale of most loans with servicing released. Proceeds from sales
of loans were $47.0 million and $137.9 million for the six month periods ending
June 30, 1997 and 1998, respectively. Secondary market residential loan
originations are heavily influenced by interest rates, which was the primary
factor for the increased volume. Net gains from sales of loans closely track
loan origination volume. Net gains as a percentage of loans sold were 1.6% and
1.2% for the six month periods ending June 30, 1997 and 1998, respectively.
Management made a change from selling loans with servicing retained to servicing
released in 1995 in order to offset downward market pressure on loan sale
pricing. The sale of a significant number of loans with servicing released,
coupled with normal loan paydowns and payoffs, has resulted in a decline in the
size of the loan servicing portfolio and a corresponding decline in loan
servicing income. As of June 30, 1998, Republic was servicing $241 million in
mortgage loans for other investors, compared to $263 million at December 31,
1997.
Non-Interest Expense. Total non-interest expense was $8.6 million in second
quarter 1998, compared to $8.3 million for second quarter 1997. Non-interest
expense increased marginally from $16.3 million for the six months ended June
30, 1997, to $16.7 million for the comparable period in 1998. The increase for
the six months ended June 30, 1998 was primarily attributable to costs
associated with salaries and employee benefits. Excluding the one-time gain on
sale of deposits and bankcard, Republic's non-interest expense ratio
(non-interest expense divided by the sum of net interest income and non-interest
expense) at June 30, 1998 was 63% compared to 69% at June 30, 1997.
Salary and employee benefit expense increased 11% for the second quarter 1998
over second quarter, 1997, and 11% for the six months ended June 30, 1998
compared to June 30, 1997. This rise was due an increase in the number of higher
salaried technical staff, lending staff additions, commissions, and annual merit
salary increases. Republic's overall staffing level reduced to 412 full-time
equivalent employees (FTE's) at June 30, 1998, compared to 443 FTE's at June 30,
1997, primarily due to the sale of the Bank's Western Kentucky banking centers.
Occupancy and equipment expense decreased marginally from $2.0 million in second
quarter 1997 to $1.8 million for the comparable period in 1998. These expenses
are not expected to decrease further in the near term as the Bank intends to
open additional locations in its existing markets as well as incur additional
expenses for technology enhancements in the areas of deposit, lending and
customer support systems.
<PAGE>
COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 1998 AND DECEMBER 31, 1997
Cash and cash equivalents. Cash and cash equivalents increased from $25 million
at December 31, 1997 to $53 million at June 30, 1998. Cash and due from banks
decreased $1 million, while Republic entered into overnight reverse repurchase
agreements totaling $30 million. The overnight reverse repurchase agreements
provided the bank with additional collateral which can be pledged against
short-term borrowings and public funds deposits.
Securities available for sale. Securities available for sale consists primarily
of mortgage-backed securities, U.S. Treasury and U.S. Government Agencies with a
weighted average maturity of 1.42 years. Securities available for sale increased
from $94 million at December 31, 1997 to $161 million at June 30, 1998. Republic
elected to invest funds from maturing securities previously held to maturity
into securities available for sale in order to provide for more flexibility in
administering the investment portfolio in changing market conditions.
Securities to be held to maturity . Securities to be held to maturity decreased
from $99 million at December 31, 1997 to $69 million at June 30, 1998. The
decrease was due to management's decision to reinvest maturing securities into
securities available for sale. Securities to be held to maturity consists
primarily of U.S. Treasury and U.S government Agencies with a weighted average
maturity of 1.05 years.
Loans. Net loans increased $34 million to $829 million at June 30, 1998 compared
to $795 million at December 31, 1997. The increase in loans was led by
residential real estate lending portfolio which increased $21 million since
December 31, 1997. Republic also increased its commercial real estate lending by
$21 million to $98 million at June 30, 1997, a 28% increase. The rise in
residential real estate loan volume was a result of a continued favorable rate
environment. The rise in commercial real estate lending was primarily due to the
Bank's decision to capitalize on customer demand through its recently developed
commercial lending unit. Commercial real estate lending remains primarily
concentrated within the Bank's existing markets.
Republic's consumer loans decreased from $189 million at December 31, 1997 to
$176 million at June 30, 1998. The consumer loan portfolio consists of both
secured (home equity, auto, etc.) and unsecured loans. Republic's home equity
portfolio increased from $103 million at December 31, 1997 to $105 million at
June 30, 1998. Following strong growth in this product during 1997, credit
utilization by existing customers has moderated. The
<PAGE>
home equity line portfolio increased $2 million to $105 million for the six
month period ending June 30, 1998. Approximately 41% of loans in the consumer
portfolio are unsecured. Republic's unsecured consumer portfolio includes the
"All Purpose" and "Pre Approved" loan products. Republic's "All Purpose" loans,
with total outstandings of $10 million at June 30, 1998 and $13 million at
December 31 1997, are originated through Republic's banking centers. "Pre
Approved" loans decreased from $25 million at December 31, 1997 to $18 million
at June 30, 1998. These loans were originated through direct mail. Management
plans to continue to allow the "All Purpose" and "Pre Approved" portfolios to
reduce in the near term.
Allowance and Provision for Loan Losses. The allowance for loan losses remained
constant at $8.2 million from December 31, 1997 to June 30, 1998. Republic's
allowance to total loan ratio was .98% at June 30, 1998 compared to 1.02% at
December 31, 1997.
The provision for loan losses was $741,000 in the second quarter, 1998, compared
to $1.4 million in the second quarter of 1997. Overall, net charge-offs
decreased $675,000 during second quarter 1998 compared to the comparable 1997
period. Republic's unsecured consumer loan portfolio accounted for 92% of total
charge-offs in the second quarter of 1998.
The provision for loan losses was $1.4 million for the six months ended June 30,
1998, compared to $2.7 million for the six months ended June 30, 1997. Net
charge-offs decreased $1.3 million from year-to-date 1997 to year-to-date 1998.
The decrease in net charge-offs during 1998 resulted from continued moderation
of charge-offs in the unsecured consumer loan portfolio This portfolio's
outstandings are expected to continue to reduce in the near term. Management
believes, based on information presently available, that it has adequately
provided for loan losses at June 30, 1998.
Table 5 below depicts the allowance activity by loan type for the three and six
months ended June 30, 1998 and 1997.
Table 5 - Summary of Loan Loss Experience
<TABLE>
<CAPTION>
Three Months Ended Six months ended
June 30, June 30,
1998 1997 1998 1997
(in thousands)
<S> <C> <C> <C> <C>
Allowance for loan losses:
Balance-beginning of period $ 8,234 $ 6,281 $ 8,176 $ 6,241
Charge-offs:
Real Estate (59) (142) (78) (164)
Commercial (5) (43)
Consumer (820) (1,383) (1,503) (2,758)
--------- --------- --------- -------
Total (879) (1,530) (1,581) (2,965)
--------- --------- --------- -------
Recoveries:
Real Estate 2 5 18
Commercial 4
Consumer 136 114 246 273
-------- --------- -------- -------
Total 138 114 255 291
-------- --------- -------- -------
Net charge-offs (741) (1,416) (1,326) (2,674)
Provision for loan losses 741 1,416 1,384 2,714
-------- --------- -------- -------
Allowance for loan losses:
Balance-end of period $ 8,234 $ 6,281 $ 8,234 $ 6,281
======== ========= ======== =======
</TABLE>
<PAGE>
Deposits. Total deposits increased to $746 million at June 30, 1998 compared to
$732 million at December 31, 1997. The overall increase in deposits was achieved
even though $66 million in deposits at the Mayfield banking center were sold
during the first quarter of 1998. Excluding the sale of deposits at the Mayfield
banking center, total deposits would have reflected an increase of $80 million
during the six month period. Republic's growth in deposits was the result of
management's emphasis on retail deposit gathering and its commercial cash
management program. Republic plans to continue its deposit gathering initiatives
by utilizing aggressive pricing strategies and offering competitive products in
its existing markets.
Other borrowed funds. Other borrowed funds, which consists of FHLB advances,
increased from $124 million at December 31, 1997 to $219 million at June 30,
1998. The increase was primarily due to additional advances from the FHLB to
fund the sale of deposits at the Mayfield banking center during the first
quarter of 1998. Additional borrowings were used to purchase investment
securities which were used to collateralize deposits due to the bank's growth in
public funds and high balance commercial accounts.
ASSET QUALITY
Loans, including impaired loans under SFAS 114 and excluding consumer loans, are
placed on non-accrual status when they become past due 90 days or more as to
principal or interest, unless they are adequately secured and in the process of
collection. When loans are placed on non-accrual status, all unpaid accrued
interest is reversed. These loans remain on non-accrual status until the
borrower demonstrates the ability to remain current or the loan is deemed
uncollectible and is charged off. Consumer loans are not placed on non-accrual
status but are reviewed periodically and charged off when they reach 120 days
past due and are deemed uncollectible. At June 30, 1998, Republic had $648,000
in consumer loans 90 days or more past due compared to $497,000 at December 31,
1997.
Table 6 provides information related to non-performing assets and loans 90 days
or more past-due. Total non-performing assets increased slightly from December
31, 1997 to June 30, 1998.
Table 6 - Non-Performing Loans
<TABLE>
<CAPTION>
June 30, December 31,
(dollars in thousands) 1998 (1) 1997 (1)
<S> <C> <C>
Loans on non-accrual status (2) $ 2,785 $ 2,676
Loans past due 90 days or more 4,553 4,459
------- ---------
Total non-performing loans 7,338 7,135
Other real estate owned 290 22
------- ---------
Total non-performing assets $ 7,628 $ 7,157
======= =========
Percentage of non-performing loans to total loans .88% .90%
Percentage of non-performing assets to total loans .91% .90%
</TABLE>
(1) The table is exclusive of impaired loans which remained on accrual status.
(2) Interest income that would have been earned and received on non-accrual
loans was not material.
Non-performing assets increased from $7.2 million at December 31, 1997 to $7.6
million at June 30, 1998. This increase is largely comprised of loans which are
primarily secured by 1-4 family residential loans. Management does not consider
the increase in non-performing assets to be material.
Republic defines impaired loans to be those commercial real estate and
commercial loans greater than $499,999 that management has classified as
doubtful (collection of all amounts due is highly questionable or improbable) or
loss (all or a portion of the loan has been written off or a specific allowance
for loss has been provided). Republic's policy is to charge off all or that
portion of its investment in an impaired loan upon a determination it is
probable the full amount will not be collected. Impaired loans consist of one
commercial real estate loan which remained constant from December 31, 1997 to
June 30, 1998 at $1.4 million.
<PAGE>
LIQUIDITY
Republic maintains sufficient liquidity in order to fund loan demand and routine
deposit withdrawal activity. Liquidity is managed by retaining sufficient liquid
assets in the form of investment securities and core deposits to meet demand.
Funding and cash flows can also be realized from the available for sale portion
of the securities portfolio and paydowns from the loan portfolio. Republic's
banking centers also provide access to their retail deposit markets.
Approximately $76 of repurchase agreements and money markets are comprised of 3
entities at June 30, 1998. Should these funds be removed, Republic has the
ability to replenish these funds through various funding sources noted below.
Republic has established lines of credit with other financial institutions, the
FHLB and brokerage firms. While Republic utilizes numerous funding sources in
order to meet liquidity requirements, FHLB borrowings remain a material
component of management's balance sheet strategies.
Republic's objectives include preserving an adequate liquidity position.
Asset/liability management control is designed to ensure safety and soundness,
maintain liquidity and regulatory capital standards, and achieve an acceptable
net interest margin. While Republic continues to experience steady loan demand,
management continues to monitor interest rate and liquidity risk and implement
appropriate funding and balance sheet strategies.
CAPITAL
Regulatory agencies measure capital adequacy within a framework that makes
capital requirements, in part, dependent on the individual risk profiles of
financial institutions. Republic improved its capital position during the first
six months of 1998 due to the increase in retained earnings achieved during the
period. As a result of the improved capital position , Republic's capital to
assets ratio increased to 6.66% at June 30, 1998 compared to 6.26% at December
31, 1997. Republic continues to exceed the regulatory requirements fro Tier I,
Tier I Leverage and total risk-based capital . The Bank intends to maintain a
capital position that meets or exceeds the "well capitalized" requirements as
defined by the FDIC. Table 7 below indicates the capital ratios at June 30,
1998.
Table 7 - Capital Ratios
<TABLE>
<CAPTION>
Minimum
Requirement
Minimum To Be Well
Requirement Capitalized
For Capital Under Prompt
Adequacy Corrective
Actual Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
As of June 30, 1998
Total Risk Based Capital (to Risk Weighted Assets)
Consolidated $ 90,482 12.71% $ 56,972 8% $ 71,215 10%
Bank only $ 90,142 12.65% $ 56,988 8% $ 71,235 10%
Tier I Capital (to Risk Weighted Assets)
Consolidated $ 82,248 11.55% $ 28,486 4% $ 42,729 6%
Bank only $ 81,908 11.50% $ 28,494 4% $ 42,741 6%
Tier I Leverage Capital (to Average Assets)
Consolidated $ 82,248 7.24% $ 45,468 4% $ 56,835 5%
Bank only $ 81,908 7.21% $ 45,468 4% $ 56,835 5%
</TABLE>
Kentucky banking regulations limit the amount of dividends that may be paid to
Republic by the Bank without prior approval of the Bank's regulatory agency.
Under these regulations, the amount of dividends that may be paid in any
calendar year is limited to the Bank's current year's net income, as defined in
the regulations, combined with the retained net income of the preceding two
years, less any dividends declared during those periods. At June 30, 1998, the
Bank had $15 million of retained earnings available for payment of dividends.
<PAGE>
ASSET/LIABILITY MANAGEMENT AND MARKET RISK
Asset/liability management control is designed to ensure safety and soundness,
maintain liquidity and regulatory capital standards, and achieve acceptable net
interest income. Management considers interest rate risk to be Republic's most
significant market risk. Interest rate risk is the exposure to adverse changes
in the net interest income as a result of market fluctuations in interest rates.
Management regularly monitors interest rate risk in relation to prospective
market and business conditions. The Board of Directors sets policy guidelines
establishing maximum limits on the Bank's interest rate risk exposure.
Management monitors and adjusts exposure to interest rate fluctuations as
influenced by the Bank's loan and deposit portfolios.
Republic uses an earnings simulation model to analyze net interest income
sensitivity. Potential changes in market interest rates and their subsequent
effect on interest income is then evaluated. The model projects the effect of
instantaneous movements in interest rates of both 100 and 200 basis points.
Assumptions based on the historical behavior of Republic's deposit rates and
balances in relation to changes in interest rates are also incorporated into the
model. These assumptions are inherently uncertain and, as a result, the model
cannot precisely measure net interest income or precisely predict the impact of
fluctuations in market interest rates on net interest income. Actual results
will differ from the model's simulated results due to timing, magnitude, and
frequency of interest rate changes as well as changes in market conditions and
the application of various management strategies.
Interest rate risk management focuses on maintaining acceptable net interest
income within Board approved policy limits. Republic's Asset/Liability
Management Committee monitors and manages interest rate risk to maintain an
acceptable level of change to net interest income resulting from market interest
rate changes. Republic's Board approved policy established for interest rate
risk is stated in terms of the change in net interest income given a 100 and 200
basis point immediate and sustained increase or decrease in market interest
rates. The current limits approved by the Board are plus or minus 8% for a 100
basis point change and plus or minus 12% for a 200 basis point movement.
The interest sensitivity profile of Republic at any point in time will be
effected by a number of factors. These factors include the mix of interest
sensitive assets and liabilities as well as their relative pricing schedules.
The table above may not be a precise measurement of the effect of changing
interest rates on Republic in the future.
Table 8 - Interest Rate Sensitivity
<TABLE>
<CAPTION>
Decrease in Rates Increase in Rates
200 100 100 200
Basis Points Basis Points Base Basis Points Basis Points
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
Projected interest income
Loans $ 61,537 $ 66,874 $ 72,508 $ 78,295 $ 83,642
Investments 13,954 14,822 15,709 16,483 17,256
Short-term investments 198 274 361 458 547
----------- ---------- ---------- ----------- ---------
Total interest income $ 75,689 $ 81,970 $ 88,578 $ 95,236 $ 101,445
Projected interest expense
Deposits $ 30,220 $ 32,474 $ 34,728 $ 37,033 $ 39,760
Other borrowings 15,562 14,804 17,045 19,287 21,528
----------- ---------- ---------- ----------- ---------
Total interest expense 42,782 47,278 51,773 56,320 61,288
Net interest income $ 32,907 $ 34,692 $ 36,805 $ 38,916 $ 40,157
Change from base $ (3,898) $ (2,113) $ 2,111 $ 3,352
% Change from base (10.59)% (5.74)% 5.74% 9.11%
</TABLE>
<PAGE>
YEAR 2000
Management has assessed the operational and financial implications of its year
2000 needs and developed a plan to ensure that data processing systems can
properly handle the century change. Management has determined that if a business
interruption as a result of the year 2000 issue occurred, that such an
interruption could be material to the Bank's overall financial performance. The
primary effort required to prevent a potential business interruption is the
installation of the most current software releases for major mainframe
applications developed by Republic's third party software application providers.
Software upgrades and modifications will also be required for certain other data
processing applications. Republic has retained certain employees whose primary
function is to year 2000 compliance. The loss of these employees could have a
material adverse effect on the implementation of Republic's year 2000 plan.
Certain software upgrades have been commenced, or in some cases completed,
earlier than would otherwise have been planned. Year 2000 remediation has
resulted in some delay in other data processing projects , none of which are
deemed material to the Bank's financial performance. Management believes its
current state of year 2000 readiness to be satisfactory and in line with overall
industry and regulatory recommendations. At this time, the Bank has no reason to
believe that its software providers will not be able to adequately address the
Bank's needs for year 2000 software functionality. However, Republic must also
rely to some extent on the year 2000 readiness of additional third parties, not
only from hardware and software providers, but from other third party entities
such as public utilities and governmental units. These and other like entities
provide important ongoing services to the Bank. Management is therefore
currently developing ongoing contingency plans, all of which are scheduled to be
in place by year end 1998.
In carrying out its overall year 2000 plan, Republic will incur certain
operational expenses and may replace some existing software which has not been
fully amortized. Most of the expenditures associated with software application
upgrades represent costs that would have been incurred in the normal course of
business and, accordingly, will be capitalized. The operating expenses will be
expensed as incurred, and the unamortized cost of software replaced, if any,
will be charged off when the applicable software is removed from service.
Republic has expensed approximately $450,000 in costs attributable to year 2000
remediation and anticipates total costs and charges to be in an approximate
range of $1.2 to $1.8 million. These expenses could vary from management's
estimates if the scope of the Bank's year 2000 plan exceeds management's
projections.
NEW ACCOUNTING PRONOUNCEMENTS
See discussion in Note 1 to financial statements for a discussion of recent
accounting pronouncements.
ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information for this item is incorporated by reference to the Asset
/Liability Management and Market Risks section of Item 2. Management's
Discussion and Analysis of Financial Condition and Results of Operations.
<PAGE>
PART II - OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
(a) Following receipt of shareholder approval at a special meeting of
shareholders held June 30, 1998, Republic Bancorp, Inc. (the "Corporation")
amended its Articles of Incorporation to:
a. Change the capital structure of the Corporation as follows: (i) increase
the number of authorized shares of Class A Common Stock from 15 million shares
to 30 million shares, (ii) increase the number of authorized shares of Class B
Common Stock from 2 million shares to 5 million shares, (iii) split the issued
and outstanding shares of Class A Common Stock and Class B Common Stock on a
two-for-one basis, (iv) provide that any recapitalization or other similar
change in either the Class A Common Stock or Class B Common Stock will require a
proportionate recapitalization or similar change in the other class, and (v)
provide that the payment of a dividend (other than a share dividend) on the
Class A Common Stock does not require the payment of such a dividend on the
Class B Common Stock;
b. Limit the liability of a director to the Corporation or its shareholders
except for any transaction in which the director has a personal financial
conflict of interest, for acts or omissions not in good faith or which involve
intentional misconduct or are known to the director to be a violation of law,
for any vote for an unlawful distribution to shareholders, or for any
transaction from which the director derived an improper personal benefit;
c. Limit the right of shareholders to call a special meeting of
shareholders by requiring the consent of the holders of more than 50% of the
voting power of the Corporation to call a special meeting of shareholders; and
d. Increase to a majority of the voting power the vote required to amend
the new provision summarized in paragraph c above.
The foregoing amendments to the Articles of Incorporation were
effective July 1, 1998. The description of the Class A Common Stock of the
Corporation contained in the Form 8-A filed by the Corporation with the
Securities and Exchange Commission on July 20, 1998, reflects such amendments.
Item 4. Submission of Matters to a Vote of Securities Holders
A special meeting of the shareholders of the Corporation was held on June 30,
1998. At the special meeting the proposals to adopt the following amendments to
the Articles of Incorporation of the Corporation were submitted to and approved
by shareholders of the Corporation by the votes indicated:
1. Amendment to Article V of the Articles of Incorporation to, among other
things, increase the authorized number of shares of Class A Common Stock of the
Corporation from 15 million to 30 million and the number of authorized shares of
Class B Common Stock of the Corporation from 2 million to 5 million, remove the
series designation of authorized shares of preferred stock of the corporation no
longer outstanding, provide that any recapitalization or other similar change in
either the Class A Common Stock or the Class B Common Stock will require a
proportionate recapitalization or similar change in the other class, provide
that a payment of a dividend (other than a share dividend) on the Class A Common
Stock does not require a payment of such a dividend on the Class B Common Stock,
and effect of a two-for-one split of the outstanding shares of Class A Common
Stock and Class B Common Stock.
2. The addition of a new Article XII to the Articles of Incorporation
eliminating, to the maximum extent permitted by law, the personal liability of a
director to the Corporation or its shareholders for monetary damages for breach
of his duties as a director.
3. The addition of a new Article XIII to the Articles of Incorporation to
provide that shareholders of the Corporation may not call a special meeting of
shareholders without 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.
<PAGE>
4. The addition of a new Article XIV (and the deletion of the Article that,
prior to the amendments appeared as Article XII) of the Articles of
Incorporation to increase to a majority of the voting power the vote required to
amend, alter or repeal, or adopt any provision inconsistent with, the new
Article XIV or Article XIII.
* * * * * * *
The total number of votes cast for and against each amendment by each
voting group entitled to vote separately thereon was:
Amendment No. 1: ARTICLE V
<TABLE>
<CAPTION>
Number of Votes Cast
-------------------------------------------------------
Voting Group For Against Abstain
<S> <C> <C> <C>
Class A Common Stock 5,330,341 16,220 0
Class B Common Stock 10,399,680 38,240 0
---------- ------ -
Total 15,730,021 54,460 0
Amendment No. 2: ARTICLE XII
Number of Votes Cast
-------------------------------------------------------
Voting Group For Against Abstain
Class A Common Stock 5,312,498 20,252 13,811
Class B Common Stock 10,392,040 20,260 25,620
---------- ------ ------
Total 15,704,538 40,512 39,431
Amendment No. 3: ARTICLE XIII
Number of Votes Cast
-------------------------------------------------------
Voting Group For Against Abstain
Class A Common Stock 5,324,219 22,342 0
Class B Common Stock 10,417,480 20,440 0
---------- ------ -
Total 15,741,699 42,782 0
Amendment No. 4: ARTICLE XIV
Number of Votes Cast
-------------------------------------------------------
Voting Group For Against Abstain
Class A Common Stock 5,307,879 38,682 0
Class B Common Stock 10,379,000 58,920 0
---------- ------ -
Total 15,686,879 97,602 0
</TABLE>
There were no broker non-votes.
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
a. The exhibits required by Item 601 of Regulation S-K are attached to and
listed in the Exhibit Index on page 34.
b. On July 7, 1998, Republic Bancorp, Inc. filed a Report on Form 8-K,
dated July 1, 1998, to report under Item 5 of that form the amendments to its
Articles of Incorporation and summary of financial results for the period ended
June 30, 1998.
<PAGE>
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)
Principal Executive Officer:
Date:08/14/98 /s/ Steven E. Trager
------------------------- ----------------------------
Steven E. Trager
Chief Executive Officer
Principal Financial Officer:
Date:08/14/98 /s/ Mark A. Vogt
------------------------- ----------------------------
Mark A. Vogt
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Incorporated
Exhibit Description By Reference To
<S> <C> <C>
3(i), 4.1 Articles of Incorporation Articles of Incorporation, as amended,
of Republic are incorporated by reference to
Exhibit 3(i) of the Registration Statement on Form S-1
of Republic (Registration No. 333-56583)
3(ii), 4.2 By laws By laws, as amended, of Republic are
incorporated by reference to Exhibit
3(ii) of the Registration Statement on
Form S-1 of Republic
(Registration No. 333-56583)
10.10 Lease Agreement between Lease Agreement between Republic
Republic Bank & Trust Company Bank & Trust Company and Teeco
and Teeco Properties dated Properties dated October 1, 1996, is
October 1, 1996 incorporated by reference to Exhibit
10.10 of the Registration Statement on
Form S-1 of Republic
(Registration No. 333-56583)
10.14 Officer Compensation Continuation Officer Compensation Continuation
Agreement, Mark A. Vogt Agreement, Mark A. Vogt, is incorporated by
reference to Exhibit 10.14 of the Registration Statement
on Form S-1 of Republic (Registration No. 333-56583)
10.15 Stock Option Plan Agreement, Stock Option Plan Agreement, Mark A.
Mark A. Vogt Vogt, is incorporated by reference to
to Exhibit 10.15 of the Registration
Statement on Form S-1 of Republic
(Registration No. 333-56583)
11 Statement Regarding Computation Filed as Exhibit 11 on page 35 of this of
Per Share Earnings Form 10-Q for the period ended June 30, 1998
27 Financial Data Schedule Filed as Exhibit 27 on page 36 of this
Form 10-Q for the period ended
June 30, 1998
99 Underwriting Agreement Filed as Exhibit 99 on page 37 of this
Form 10-Q for the period ended
June 30, 1998
</TABLE>
<PAGE>
Exhibit 11.
Statement Regarding Computation of Per Share Earnings
See Item 1, Note 9 "Earnings Per Share" for calculations.
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheet, the consolidated statement of income and bank
records and is qualified in its entirety by reference to such report on Form
10-Q.
dollars in thousands, except earning per share figures
</LEGEND>
<CIK>0000921557
<NAME> Republic Bancorp, Inc
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1997
<PERIOD-START> JAN-01-1998 JAN-01-1997
<PERIOD-END> JUN-30-1998 JUN-30-1997
<CASH> 23,253 37,148
<INT-BEARING-DEPOSITS> 0 0
<FED-FUNDS-SOLD> 30,000 250
<TRADING-ASSETS> 0 0
<INVESTMENTS-HELD-FOR-SALE> 161,047 103,275
<INVESTMENTS-CARRYING> 69,099 118,683
<INVESTMENTS-MARKET> 69,176 118,567
<LOANS> 828,556 796,403
<ALLOWANCE> 8,234 6,281
<TOTAL-ASSETS> 1,161,723 1,109,713
<DEPOSITS> 745,553 830,325
<SHORT-TERM> 102,497 86,080
<LIABILITIES-OTHER> 18,911 19,799
<LONG-TERM> 219,020 110,065
0 0
0 5,000
<COMMON> 3,615 3,491
<OTHER-SE> 72,127 54,953
<TOTAL-LIABILITIES-AND-EQUITY> 1,161,723 1,109,713
<INTEREST-LOAN> 38,220 38,372
<INTEREST-INVEST> 6,771 7,127
<INTEREST-OTHER> 823 353
<INTEREST-TOTAL> 45,814 45,852
<INTEREST-DEPOSIT> 17,353 19,812
<INTEREST-EXPENSE> 25,127 25,605
<INTEREST-INCOME-NET> 20,687 20,247
<LOAN-LOSSES> 1,384 2,714
<SECURITIES-GAINS> 491 16
<EXPENSE-OTHER> 2,155 2,350
<INCOME-PRETAX> 12,619 8,500
<INCOME-PRE-EXTRAORDINARY> 8,126 5,536
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 8,126 5,536
<EPS-PRIMARY> .54<F1> .36<F1><F3>
<EPS-DILUTED> .52<F2> .36<F2><F3>
<YIELD-ACTUAL> 3.84 3.85
<LOANS-NON> 2,785 2,823
<LOANS-PAST> 25,346 16,608
<LOANS-TROUBLED> 1,809 1,809
<LOANS-PROBLEM> 2,705 2,718
<ALLOWANCE-OPEN> 8,176 6,281
<CHARGE-OFFS> 1,581 2,965
<RECOVERIES> 255 291
<ALLOWANCE-CLOSE> 8,234 6,281
<ALLOWANCE-DOMESTIC> 8,234 6,281
<ALLOWANCE-FOREIGN> 0 0
<ALLOWANCE-UNALLOCATED> 0 0
<FN>
<F1> BASIC EARNINGS PER SHARE IN ACCORDANCE WITH STATEMENT OF FINANCIAL
ACCOUNTING STANDARDS NO. 128.
<F2> DILUTED EARNINGS PER SHARE IN ACCORDANCE WITH STATEMENT OF FINANCIAL
ACCOUNTING STANDARDS NO. 128.
<F3> RESTATED TO GIVE RETROACTIVE EFFECT TO THE 2-FOR-1 STOCK SPLIT DISTRIBUTED
JULY 1, 1998.
</FN>
</TABLE>
REPUBLIC BANCORP, INC.
2,140,000 SHARES
CLASS A COMMON STOCK
(NO PAR VALUE)
UNDERWRITING AGREEMENT
July 21, 1998
Morgan Keegan & Company, Inc.
J.J.B. Hilliard, W.L. Lyons, Inc.
As Representatives of the Underwriters
50 No. Front Street, 20th Floor
Memphis, TN 38103
Dear Sirs:
Republic Bancorp, Inc., a Kentucky corporation (the "Company"), and
Bernard M. Trager (the "Selling Stockholder") propose to sell to the several
underwriters named in Schedule I (collectively, the "Underwriters") an aggregate
of 2,140,000 shares of the Company's Class A common stock, no par value per
share (the "Class A Common Stock"), as set forth in Schedule I hereto (such
2,140,000 shares are herein referred to as the "Firm Shares"). The Firm Shares
are to be sold to each Underwriter, acting severally and not jointly, in such
amounts as are set forth in Schedule I opposite the name of such Underwriter.
Solely for the purpose of covering over-allotments in the sale of the
Firm Shares, the Company grants pro rata to the Underwriters the right to
purchase up to an additional 260,000 shares of Class A Common Stock (the "Option
Shares"). The Firm Shares and Option Shares are herein sometimes referred to as
the "Shares."
The Company operates one (1) active wholly owned subsidiary, Republic
Bank & Trust Company (the "Bank"), which is a Kentucky corporation (the
"Subsidiary"). The term "Republic" refers to the Company and the Subsidiary
unless the context clearly indicates otherwise.
Section 1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to and agrees with each of the Underwriters that:
(a) A registration statement on Form S-1 (File No. 333-56583) with
respect to the Shares, including a preliminary form of prospectus subject to
completion, has been prepared by the Company in conformity with the requirements
of the Securities Act of 1933, as amended (the "1933 Act"), and the applicable
rules and regulations (the "1933 Act Regulations") of the Securities and
Exchange Commission (the "Commission") and has been filed with the Commission;
and such amendments to such registration statement as may have been required, if
any, prior to the date hereof have been filed with the Commission, and such
amendments have been similarly prepared. Copies of such registration statement
and amendment or amendments and of each related preliminary prospectus, and the
exhibits, financial statements and schedules, as finally amended and revised,
have been delivered to you. The Company has prepared in the same manner, and
<PAGE>
proposes so to file with the Commission, one of the following: (i) prior to
effectiveness of such registration statement, a further amendment thereto,
including the form of final prospectus, (ii) if the Company does not rely on
Rule 434 of the 1933 Act Regulations, a final prospectus in accordance with
Rules 430A and 424(b) of the 1933 Act Regulations, or (iii) if the Company
relies on Rule 434 of the 1933 Act Regulations, a term sheet relating to the
Shares that shall identify the preliminary prospectus that it supplements
containing such information as is required or permitted by Rules 434, 430A and
424(b) of the 1933 Act Regulations. The Company also may file a related
registration statement with the Commission pursuant to Rule 462(b) of the 1993
Act Regulations for the purpose of registering certain additional shares of
Class A Common Stock, which registration statement will be effective upon filing
with the Commission. As filed, such amendment, any registration statement filed
pursuant to Rule 462(b) of the 1933 Act Regulations and any term sheet and form
of final prospectus, or such final prospectus, shall include all Rule 430A
Information (as defined below) and, except to the extent that you shall agree in
writing to a modification, shall be in all respects in the form furnished to you
prior to the date and time that this Agreement was executed and delivered by the
parties hereto, or, to the extent not completed at such date and time, shall
contain only such specific additional information and other changes (beyond that
contained in the latest preliminary prospectus) as the Company shall have
previously advised you in writing would be included or made therein.
The term "Registration Statement" as used in this Agreement shall mean
such registration statement at the time such registration statement becomes
effective and, in the event any post-effective amendment thereto becomes
effective prior to the Closing Time (as hereinafter defined), shall also mean
such registration statement as so amended; provided, however, that such term
shall also include all Rule 430A Information contained in any Prospectus and any
Term Sheet (as hereinafter defined) and deemed to be included in such
registration statement at the time such registration statement becomes effective
as provided by Rule 430A of the 1933 Act Regulations. The term "Preliminary
Prospectus" shall mean any preliminary prospectus referred to in the preceding
paragraph and any preliminary prospectus included in the Registration Statement
at the time it becomes effective that omits Rule 430A Information. The term
"Prospectus" as used in this Agreement shall mean (a) if the Company relies on
Rule 434 of the 1933 Act Regulations, the Term Sheet relating to the Shares that
is first filed pursuant to Rule 424(b) (7) of the 1933 Act Regulations, together
with the Preliminary Prospectus identified therein that such Term Sheet
supplements, or (b) if the Company does not rely on Rule 434 of the 1933 Act
Regulations, the prospectus relating to the Shares in the form in which it is
first filed with the Commission pursuant to Rule 424(b) of the 1933 Act
Regulations or, if no filing pursuant to Rule 424(b) of the 1933 Act Regulations
is required, shall mean the form of final prospectus included in the
Registration Statement at the time such Registration Statement becomes
effective. The term "Rule 430A Information" means information with respect to
the Shares and the offering thereof permitted pursuant to Rule 430A of the 1933
Act Regulations to be omitted from the Registration Statement when it becomes
effective. The term "462(b) Registration Statement" means any registration
statement filed with the Commission pursuant to Rule 462(b) of the 1933 Act
Regulations (including the Registration Statement and any Preliminary Prospectus
or Prospectus incorporated therein at the time such registration statement
becomes effective). The term "Term Sheet" means any term sheet that satisfies
the requirements of Rule 434 of the 1933 Act Regulations. Any reference to the
"date" of a Prospectus that includes a Term Sheet shall mean the date of such
Term Sheet.
(b) No order preventing or suspending the use of any Preliminary
Prospectus has been issued by the Commission and no proceedings for that purpose
have been instituted or threatened by the Commission or the state securities
authority of any jurisdiction, and each Preliminary Prospectus, at the time of
filing thereof, conformed in all material respects to the requirements of the
1933 Act and the 1933 Act Regulations and did not contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; PROVIDED, HOWEVER,
that this representation and warranty shall not apply to untrue statements or
omissions of material facts to the extent they are corrected in the Prospectus
first filed pursuant to Rule 424(b) under the 1933 Act Regulations, or to any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Company by an Underwriter expressly for use in the
Registration Statement or any 462(b) Registration Statement.
<PAGE>
(c) When the Registration Statement and any 462(b) Registration
Statement shall become effective, or any Term Sheet that is part of the
Prospectus is filed with the Commission pursuant to Rule 434, when the
Prospectus is first filed pursuant to Rule 424(b) of the 1933 Act Regulations,
when any amendment to the Registration Statement or any 462(b) Registration
Statement becomes effective, and when any supplement to the Prospectus or Term
Sheet is filed with the Commission, and at each Date of Delivery (as defined in
Section 3), (i) the Registration Statement, the 462(b) Registration Statement,
the Prospectus, the Term Sheet and all amendments thereof and supplements
thereto will conform in all material respects with the applicable requirements
of the 1933 Act and the 1933 Act Regulations and (ii) neither the Registration
Statement, the 462(b) Registration Statement, the Prospectus, any Term Sheet nor
any amendment or supplement thereto, will contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading; PROVIDED,
HOWEVER, that this representation and warranty shall not apply to any statement
or omission made in reliance upon and in conformity with information furnished
in writing to the Company by an Underwriter expressly for use in the
Registration Statement or any 462(b) Registration Statement.
(d) The Company and the Subsidiary have been duly incorporated and each
is validly existing as a corporation in good standing under the laws of its
respective state of incorporation, with all requisite corporate power and
authority to own, lease and license its properties, and conduct its business as
described in the Prospectus. The Company and the Subsidiary have qualified to do
business and are in good standing as a foreign corporation in every jurisdiction
in which the ownership or leasing of its properties or the nature or conduct of
its business requires such qualification, except where the failure to do so
would have no material adverse effect on the assets, properties, results of
operations, financial condition or business prospects of Republic taken as a
whole. The Company does not own or control, directly or indirectly, any
corporation, association or other entity, other than the Subsidiary, Republic
Capital Trust, Republic Insurance Agency, Inc., and Republic Mortgage Company,
and Republic Financial Services Corporation. The Company has full corporate
authority to enter into this Agreement and perform the obligations hereunder.
(e) The Company has the full legal right, power and authority to enter
into this Agreement, and to issue sell and deliver the Shares as provided
herein. This Agreement has been duly authorized, executed and delivered by the
Company and constitutes the valid and binding agreement of the Company,
enforceable against it in accordance with its terms, except to the extent that
the indemnification provisions set forth in Section 9 of this Agreement, may be
limited by applicable law or equitable principles, and except as enforceability
may be limited by bankruptcy, reorganization, moratorium or similar laws
affecting the enforceability of creditors' rights generally and rules of law
governing specific performance, injunctive relief and other equitable remedies.
(f) Each consent, approval, authorization, order, designation or filing
by or with any governmental agency or body necessary for the valid
authorization, issuance, sale and delivery of the Shares, the execution,
delivery and performance of this Agreement, and the consummation of the
transactions contemplated hereby has been made or obtained by the Company and
the Subsidiary and are in full force and effect, except as may be required under
applicable state securities laws. The issuance, sale and delivery of the Shares,
the execution, delivery and performance of this Agreement, and the consummation
of the transactions contemplated by this Agreement will not result in a breach
or violation of any of the terms and provisions of, or constitute a default by
the Company or the Subsidiary under their respective Articles of Incorporation
or Bylaws and will not result in a breach or violation of any of the terms or
provisions of, or constitute a default by the Company or the Subsidiary under,
any indenture, mortgage, deed of trust, loan agreement, note, lease or other
agreement or instrument to which the Company or the Subsidiary are a party or to
which it or its properties is subject, or of any statute, judgment, decree,
order, rule or regulation of any court or governmental agency or body applicable
to the Company, the Subsidiary, or any of their respective properties.
<PAGE>
(g) (i) The Company has common stock issued and outstanding as set
forth in the Registration Statement. The Company has no other issued and
outstanding capital stock. The Company has authorized, issued and outstanding
capitalization as set forth in the Prospectus under the caption "Capitalization"
as of the date therein. All the issued and outstanding shares of Class A Common
Stock of the Company, including the Shares to be sold by the Selling
Stockholder, have been duly authorized and validly issued, are fully paid and
nonassessable and conform to the description of the Class A Common Stock
contained in the Prospectus and the rights set forth in the instruments defining
the same. All offers and sales of the Company's capital stock by the Company
prior to the date hereof were at all relevant times duly registered under the
1933 Act or were exempt from the registration requirements of the 1933 Act by
reason of Sections 3(a), 3(b) , 4(2) or 4(6) thereof. The Shares to be sold by
the Company when issued and delivered by the Company and paid for pursuant to
this Agreement, will be validly issued, fully paid and nonassessable and will
conform in all material respects to the description thereof contained in the
Prospectus. No preemptive rights of stockholders exist with respect to the
Shares. No person or entity holds a right to require or participate in the
registration under the 1933 Act of the Shares and no person holds a right to
require registration under the 1933 Act of any shares of Common Stock of the
Company at any other time. No person or entity has a right of participation or
first refusal with respect to the sale of the Shares by the Company. None of the
issued shares of capital stock of the Company has been issued in violation of
any preemptive or similar rights. All shares of common stock of the Company
subject to outstanding options or warrants have been duly authorized and
reserved for issuance, and, when issued in accordance with the terms of the
applicable option or warrant, will be validly issued, fully paid and
nonassessable and will not be issued in violation of any preemptive right
(contractual or other). There is no outstanding option, warrant or other right
calling for the issuance of and no commitment, plan or arrangement to issue, any
share of capital stock of the Company or any security convertible into or
exchangeable for capital stock of the Company, except as is disclosed in the
Registration Statement and the Prospectus.
(ii) All of the shares of issued and outstanding capital stock
of the Subsidiary have been duly authorized and validly issued, are fully paid
and nonassessable and are owned free and clear of all liens, security interests,
pledges, charges, or encumbrances. Other than the Subsidiary, the Company does
not own directly or indirectly, any capital stock or other equity securities of
any other corporation or any ownership interest in any partnership, joint
venture or other association except securities held by the Bank in a fiduciary
capacity or as collateral for extensions of credit and except for the common
securities of Republic Capital Trust and except for the common stock of the
following non-operating subsidiaries: Republic Insurance Agency, Inc., Republic
Mortgage Company, and Republic Financial Services Corporation.
(h) The financial statements of the Company (including the related
notes and schedules) included in the Registration Statement and the Prospectus
present fairly the financial position of the Company as of the dates indicated
and the results of its operations and its cash flows for the periods specified,
all in conformity with generally accepted accounting principles applied on a
consistent basis throughout the periods involved and in conformity with
Regulation S-X of the Commission. The supporting schedules included in the
Registration Statement and the amounts in the Prospectus under the captions
"Summary Consolidated Financial Data," and "Consolidated Financial Statements"
are accurately computed, fairly present the information shown therein and have
been determined on a basis consistent with the financial statements included in
the Registration Statement and the Prospectus. No other financial statements or
schedules are required by Form S-1 or otherwise to be included in the
Registration Statement, the Prospectus or any Preliminary Prospectus.
The financial data statements and schedules (including the related
notes) of each of the Company and the Subsidiary included in the Registration
Statement, the Prospectus or any Preliminary Prospectus were prepared in
accordance with generally accepted accounting principals consistently applied
throughout the periods involved and fairly present the financial position and
result of operations of each of the Company and the Subsidiary at the dates and
periods presented.
<PAGE>
(i) Crowe Chizek and Company LLP, which has examined and is reporting
upon the audited financial statements and schedules included in the Registration
Statement, are, and were during the periods covered by their reports included in
the Registration Statement and Prospectus, independent public accountants with
respect to the Company and the Subsidiary within the meaning of the 1933 Act and
the 1933 Act Regulations.
(j) The Company has obtained for the benefit of the Company and the
Underwriters from each of its directors, executive officers, the Selling
Stockholder, Jean Trager, Shelly Trager Kusman and Sheldon Gilman, trustee for
Bernard M. Trager's grandchildren a written agreement that for a period of 180
days from the date of the Prospectus such director, officer or stockholder will
not, without your prior written consent, offer sell, contract to sell, pledge,
grant any option to purchase, or otherwise dispose of, directly or indirectly,
any shares of Class A Common Stock or other instrument which by its terms is
convertible into, exercisable or exchangeable for, any shares of Class A Common
Stock of which the undersigned is now, or may in the future become, the
beneficial owner (within the meaning of Rule 13d-3 of the Securities Exchange
Act of 1934, as amended), other than securities issued by Republic Capital Trust
and other than an exercise of stock options or sale of Common Stock pursuant to
a "cashless exercise" of stock options which are either (i) outstanding on the
date of the Prospectus, or (ii) issued under the Company's stock option plan, or
a bona fide gift of Common Stock, provided that the donee agrees to be bound by
the terms hereof.
(k) Neither the Company nor the Subsidiary has sustained, since
December 31, 1997, any material loss or interference with its business from
fire, explosion, flood, hurricane, accident or other calamity, whether or not
covered by insurance, or from any labor dispute or arbitrators' or court or
governmental action, order or decree, otherwise than as set forth or
contemplated in the Prospectus; and, since the respective dates as of which
information is given in the Registration Statement and the Prospectus, and
except as otherwise stated in the Registration Statement and Prospectus, there
has not been (i) any material change in the capital stock, long-term debt,
obligations under capital leases or short-term borrowings of the Company or the
Subsidiary; (ii) any material adverse change, or any development which could
reasonably be seen as involving a prospective material adverse change, in or
affecting the business, prospects, properties, assets, results of operations or
condition (financial or other) of Republic taken as a whole; (iii) any liability
or obligation, direct or contingent, incurred or undertaken by the Company and
the Subsidiary which is material to the business or condition (financial or
other) of Republic, except for liabilities or obligations incurred in the
ordinary course of business; (iv) any declaration or payment of any dividend or
distribution of any kind on or with respect to its capital stock; or (v) any
transaction that is material to Republic taken as a whole, except transactions
in the ordinary course of business.
(l) Neither the Company nor the Subsidiary is in violation of its
Articles of Incorporation or Bylaws and, as of the date hereof, no default
exists, and no event has occurred, nor state of facts exists, which, with notice
or after the lapse of time to cure or both, would constitute a default in the
due performance and observance of any obligation, agreement, covenant,
consideration or condition contained in any indenture, mortgage, deed of trust,
loan agreement, note, lease or other agreement or instrument to which the
Company or the Subsidiary is a party or by which it or any of its properties is
subject, and no violation exists of any law, order, rule, regulation, writ,
injunction or decree of any government, governmental instrumentality or court,
domestic or foreign, in any such case where the consequences of such violation
or default is likely to materially adversely affect the assets, properties,
results of operation, financial condition or business prospects of Republic
taken as a whole.
(m) Except as otherwise disclosed in the Prospectus: (i) neither the
Company nor the Subsidiary has authorized or conducted or has knowledge of the
generation, transportation, storage, presence, use, treatment, disposal, release
or handling of (in an amount or of a type that has been or must be reported to
any governmental agency, violates any Environmental Law, or has required or
could require remediation expenditures) any hazardous substance, asbestos,
radon, polychlorinated biphenyl ("PCBs"), petroleum product or waste (including
crude oil or any fraction thereof), natural gas, liquefied gas, synthetic gas or
other material defined, regulated, controlled or potentially subject to any
remediation requirement under any environmental law (collectively, "Hazardous
Materials"), on, in or under any real property owned, leased or by any means
<PAGE>
controlled by the Company or the Subsidiary; (ii) the Company and the Subsidiary
are in compliance with all federal, state and local laws, ordinances, rules,
regulations and other governmental requirements relating to pollution, control
of chemicals, management of waste, discharges of materials into the environment,
health, safety, natural resources, and the environment (collectively,
"Environmental Laws"); and (iii) the Company and the Subsidiary have, and are in
compliance with, all licenses, permits, registrations and government
authorizations necessary to operate under all applicable Environmental Laws;
except for such matters as would not have a material adverse effect on the
assets, properties, results of operations, financial condition or business
prospects of Republic taken as a whole. Except as otherwise disclosed in the
Prospectus, neither the Company nor the Subsidiary has received any written or
oral notice from any governmental entity or any other person and there is no
pending or threatened claim, litigation or any administrative agency proceeding
that: (i) alleges a violation of any Environmental Laws by the Company and the
Subsidiary; (ii) alleges the Company and the Subsidiary is a liable party or a
potentially responsible party under the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. Section 9601, et seq., or any state
superfund law; has resulted in or could result in the attachment of an
environmental lien on any real property owned, leased or controlled by the
Company or the Subsidiary; or (iii) alleges the occurrence of contamination of
any of such real property, damage to natural resources, property damage, or
personal injury based on their activities or the activities of their
predecessors or third parties (whether at the real property or elsewhere)
involving Hazardous Materials, whether arising under the Environmental Laws,
common law principles, or other legal standards.
(n) The Company and the Subsidiary have good and marketable title to
all real property owned by them, free and clear of all liens, encumbrances,
claims, security interests, restrictions and defects except such as are
reflected in the Prospectus. Each parcel of real property owned, leased or
controlled by the Company and/or the Subsidiary, and each improvement thereon,
complies with all applicable codes, laws and regulations (including, without
limitation, building and zoning codes, laws and regulations and laws relating to
access to facilities located on such real property) except if and to the extent
disclosed in the Prospectus, and except for such failures to comply that would
not individually or in the aggregate have a material adverse impact on the
assets, properties, results of operation, financial condition or business
prospects of Republic taken as a whole. The Company has no knowledge of any
pending or threatened condemnation proceedings, zoning change, or other
proceeding or action that will in any manner affect the size of, use of,
improvements on, construction on or access to such real property and
improvements, except such proceedings or actions that would not have a material
adverse effect on the assets, properties, results of operation, financial
condition or business prospects of Republic taken as a whole.
(o) Any real property and buildings held under lease by the Company
and/or the Subsidiary is held by such entity under a valid, subsisting and
enforceable lease with such exceptions as are not material and do not interfere
in any material respect with the use made and proposed to be made of such
property and building by the Company and/or the Subsidiary; such leases conform
to the description thereof, if any, set forth in the Registration Statement; and
no notice has been given or material claim asserted by anyone adverse to the
rights of the Company and/or the Subsidiary under any of the leases or affecting
their rights to the continued possession of the leased property.
(p) Except as described in the Prospectus, to the best of the Company's
knowledge, there is not pending nor threatened, any action, suit, proceeding,
inquiry or investigation, against the Company and/or the Subsidiary or of their
respective officers, directors or significant stockholders or to which the
properties, assets or rights of the Republic taken as a whole are subject,
before or brought by any court or governmental agency or body or board of
arbitrators, which could result in any material adverse change in the assets,
properties, results of operation, financial condition or business prospects of
Republic, taken as a whole, or which could adversely affect the consummation of
the transactions contemplated by this Agreement.
<PAGE>
(q) There are no contracts or other documents required by the 1933 Act
or the 1933 Act Regulations to be described in or incorporated by reference into
the Registration Statement or Prospectus or to be filed as exhibits to the
Registration Statement which have not been accurately described in all material
respects in the Prospectus or incorporated or filed as required. The agreements
to which the Company and the Subsidiary are parties which are described in the
Registration Statement and the Prospectus, are valid and enforceable in all
material respects by the Company and the Subsidiary, as the case may be, and, to
the best of the Company's knowledge, no party or parties thereto are in material
breach or default under any of such agreements.
(r) The Company and the Subsidiary own, possess or have obtained all
material permits, licenses, franchises, certificates, consents, orders,
approvals and other authorizations of governmental or regulatory authorities as
are necessary to own or lease, as the case may be, and to operate their
properties and to carry on their businesses as presently conducted. Neither the
Company nor the Subsidiary has received any notice of proceedings relating to
revocation or modification of any such license, permit, certificate, consent,
order, approval or authorization which revocation or modification could
materially and adversely affect the assets, properties, results of operation,
financial condition or business prospects of Republic taken as a whole.
(s) The Company and/or the Subsidiary own or possess adequate licenses
or other rights to use all patents, trademarks, service marks, trade names,
copyrights, software and design licenses, trade secrets, manufacturing
processes, other intangible property rights and know-how (collectively
"Intangibles") necessary to entitle them to conduct their businesses now, and as
proposed to be conducted or operated as described in the Prospectus, and neither
the Company nor the Subsidiary has received any notice of infringement of or
conflict with (and the Company knows of no such infringement of or conflict
with) asserted rights of others with respect to any Intangibles which could
materially and adversely affect the assets, properties, results of operation,
financial condition or business prospects of Republic taken as a whole.
(t) The systems of internal accounting controls utilized by the Company
and the Subsidiary are sufficient to meet the objectives of internal accounting
control insofar as those objectives pertain to the prevention or detection of
errors or irregularities in amounts that would be material in relation to the
their financial statements and the financial information disclosed in the
Registration Statement and Prospectus; and, neither the Company nor the
Subsidiary nor any of their employees, or agents have made any payment or
received or retained any funds from the accounts of Republic and no funds of the
Company or the Subsidiary have been set aside to be used for any payment in
violation of any law, rule or regulation.
(u) The Company and the Subsidiary have filed on a timely basis all
federal, state, local and foreign income and franchise tax returns required to
be filed through the date hereof and have paid all taxes shown as due thereon;
and no tax deficiency, has been asserted against the Company and the Subsidiary,
nor does the Company know of any tax deficiency which is likely to be asserted
against any of Republic, which if determined adversely to any such company,
could materially adversely affect the assets, properties, results of operation,
financial condition or business prospects of Republic taken as a whole. All tax
liabilities are adequately provided for on the books of the Company and the
Subsidiary.
(v) Except as disclosed in the Prospectus, the Company and the
Subsidiary maintain insurance (issued by insurers of recognized financial
responsibility) of the types and in the amounts generally deemed adequate for
their businesses and, to the best of the Company's knowledge, consistent with
insurance coverage maintained by similar companies in similar businesses,
including, but not limited to, insurance covering real and personal property
owned or leased by Republic against theft, damage, destruction, acts of
vandalism and all other risks customarily insured against, and casualty and
liability insurance covering the Company's and the Subsidiary's operations, all
of which insurance is in full force and effect.
<PAGE>
(w) Except as disclosed in the Prospectus, no labor problem exists
among the Company, the Subsidiary and their respective employees, or, to the
best of the Company's knowledge, is threatened or imminent that could materially
adversely affect Republic. The Company and the Subsidiary are not aware of any
existing, threatened or imminent labor disturbance by the employees of any of
its principal suppliers, contractors or customers that could be expected to
materially adversely affect the business, prospects, properties, assets, results
of operation or condition (financial or other) of Republic taken as a whole.
(x) Neither the Company, its officers, directors, stockholders, its
affiliates (as defined in Rule 144(a)(1) under the 1933 Act) nor the Selling
Stockholder have taken, and such parties will not take, directly or indirectly,
any action designed to, or that might be reasonably expected to, cause or result
in or constitute, the stabilization or manipulation of the price of the Shares
to facilitate the sale or resale of the Shares.
(y) Upon effectiveness of the Registration Statement, the Class A
Common Stock has been registered pursuant to Section 12(g) of the 1934 Act and
the Shares have been approved for listing on The NASDAQ Stock Market's National
Market (the "NSM"), subject to official notice of issuance.
(z) The Company and the Subsidiary have participated in the preparation
of the Registration Statement and Prospectus and no facts have come to the
attention of the Company or the Subsidiary which leads any of them to believe
that the Registration Statement or the Prospectus, or any amendment thereto, as
of their respective effective or filing dates, contained any untrue statement of
a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading.
(aa) Neither the Company nor the Subsidiary has incurred any liability
for a fee, commission or other compensation on account of the employment of a
broker or finder in connection with the transactions contemplated by this
Agreement other than as contemplated hereby.
(bb) Any certificate signed by any duly authorized officer of the
Company or the Subsidiary, respectively, and delivered to you or to counsel for
the Underwriters, shall be deemed a representation and warranty by the Company
to each Underwriter as to the matters covered thereby.
(cc) The Company is not, and will not become, as a result of the
transactions contemplated hereby, and does not intend to conduct its business in
a manner that would cause it to become an "investment company" or a company
controlled by an "investment company" within the meaning of the Investment
Company Act of 1940.
(dd) To the best knowledge of Republic, neither the Bank nor any of the
employees of the Bank has made any payment of funds of the Bank as a loan for
the purchase of the Securities or made any other payment of funds prohibited by
law, except for such other prohibited payments of funds which would not result
in a material adverse effect in the consolidated financial condition, results of
operations or business of the Company and the Bank, and no funds have been set
aside to be used for any payment prohibited by law.
(ee) The Bank is in compliance in all material respects with the
applicable financial record keeping and reporting requirements of the Currency
and Foreign Transaction Reporting Act of 1970, as amended, and the rules and
regulations thereunder.
(ff) The Bank has been duly organized and is validly existing as a
Kentucky chartered bank with full corporate power and authority to own, lease
and operate its properties and to conduct its business as described in the
Prospectus; the Bank has obtained all licenses, permits and other governmental
authorizations currently required for the conduct of its business, except where
the failure to obtain such licenses, permits or other governmental
authorizations would not have a material adverse effect on the assets,
<PAGE>
properties, results of operations, financial condition, or business prospects of
Republic taken as a whole; all such licenses, permits and other governmental
authorizations are in full force and effect and the Bank is in all material
respects in compliance therewith; the Bank has not received notice of any
proceeding or action relating to the revocation or modification of any such
license, permit or other governmental authorization which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or finding, might
have a material adverse effect on the assets, properties, results of operations,
financial condition, or business prospects of Republic taken as a whole; and the
Bank is in good standing under the laws of the State of Kentucky and is
qualified to do business in any jurisdiction in which the failure to so qualify
would have a material adverse effect on the assets, properties, results of
operations, financial condition, or business of Republic taken as a whole.
(gg) The deposit accounts of the Bank are insured by the Bank Insurance
Fund ("BIF") and the Savings Association Insurance Fund ("SAIF") of the FDIC up
to the applicable limits.
(hh) The Bank is not in violation of any directive from the FDIC or the
Kentucky Department of Financial Institutions ("Department") to make any change
in the method of conducting its business; the Bank has conducted and is
conducting its business so as to comply with all applicable statutes,
regulations and administrative and court decrees (including, without limitation,
all regulations, decisions, directives and orders of the FDIC and the
Department) except in such respects as would not have a material adverse effect
upon the Bank.
Section 2. REPRESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDER. The
Selling Stockholder represents and warrants to each Underwriter and agrees that:
(a) The Selling Stockholder has all right, power and authority
necessary to execute and deliver this Agreement, to sell and deliver the Shares
to be sold by him hereunder and to perform all other obligations under this
Agreement; the execution, delivery and performance of this Agreement by the
Selling Stockholder will not conflict with, result in the creation or imposition
of any lien, charge or encumbrance upon any of the Shares to be sold by the
Selling Stockholder pursuant to the terms of, or constitute a default under, any
agreement or other instrument, or any order, rule or regulation of any court or
governmental agency having jurisdiction over the Selling Stockholder or the
Selling Stockholder's properties; and except as required by the 1933 Act and
applicable state securities laws, no consent, authorization or order of, or
filing or registration with, any court or governmental agency is required (or,
if required, has been obtained) for the execution, delivery and performance of
this Agreement by the Selling Stockholder. This Agreement has been duly
authorized, executed and delivered by the Selling Stockholder and constitutes
the valid and binding agreement of the Selling Stockholder, enforceable against
him in accordance with its terms, except to the extent that the indemnification
provisions set forth in Section 9 of this Agreement may be limited by equitable
principles, and except as enforceability may be limited by bankruptcy,
reorganization, moratorium or similar laws affecting the enforceability of
creditors' rights generally and rules of law governing specific performance,
injunctive relief and other equitable remedies.
(b) At the Closing Time, the Selling Stockholder will have good title
to the Shares being sold by him hereunder; such Shares are, and at the Closing
Time will be, validly authorized, duly issued and outstanding, fully paid and
nonassessable Class A Common Stock of the Company with no personal liability
attaching to the ownership thereof; and upon the delivery of and payment for
such Shares as contemplated herein, the Underwriters will receive good title to
the Shares purchased by them, respectively, from such Selling Stockholder, free
and clear of any and all liens, encumbrances, security interests and adverse
claims.
(c) Without the prior written consent of the Underwriters, the Selling
Stockholder and any affiliate controlled by him (other than the Company) will
not sell or offer or contract to sell, except to the Underwriters pursuant to
this Agreement, any securities of the Company which he beneficially owns within
180 days after the effective date of the Registration Statement. The Selling
Stockholder has not (i) taken, and agrees that he will not take, directly or
<PAGE>
indirectly, any action which might reasonably be expected to cause or result in
stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Shares or (ii) since the filing of the
Registration Statement (A) sold, bid for, purchased, or paid anyone any
compensation for soliciting purchases of, the Shares, or (b) paid or agreed to
pay to any person any compensation for soliciting another to purchase any other
securities of the Company.
(d) Except as set forth in the Prospectus, the Selling Stockholder is
disposing of his Shares hereunder for his own account and is not selling such
Shares, directly or indirectly, for the benefit of the Company or the
Underwriters.
(e) When any Preliminary Prospectus was filed with the Commission: (i)
it contained all statements required to be stated therein regarding the Selling
Stockholder in accordance with, and complied in all material respects regarding
the Selling Stockholder with the requirements of, the 1933 Act and the rules and
regulations thereunder; and (ii) such statements in the Preliminary Prospectus
as are made in reliance upon and in conformity with written information
furnished to the Company by the Selling Stockholder for use therein did not
include any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. When the Registration
Statement or any amendment thereto or any 462(b) Registration Statement or any
amendment thereto was or is declared effective and at the Closing Time or any
Date of Delivery, as the case may be: (i) it contained or will contain all
statements required to be stated therein regarding the Selling Stockholder in
accordance with, and complied or will comply in all material respects regarding
the Selling Stockholder with the requirements of the 1933 Act and the rules and
regulations of the Commission thereunder; and (ii) such statements in the
Registration Statement, any 462(b) Registration Statement or any amendment
thereto as are made in reliance upon and in conformity with written information
furnished to the Company by the Selling Stockholder specifically for use therein
did not or will not include any untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein not misleading.
When the Prospectus, any Term Sheet, or any amendment or supplement thereto is
filed with the Commission pursuant to Rule 424(b) (or, if any Prospectus or such
amendment or supplement is not required to be so filed, when the Registration
Statement or the amendment thereto containing such amendment or supplement to
the Prospectus was or is declared effective), and at the Closing Time or any
Date of Delivery, as the case may be: (i) the Prospectus, as amended or
supplemented at any such time (including by means of any Term Sheet), contained
or will contain all statements required to be contained or stated therein
regarding the Selling Stockholder in accordance with, and complied or will
comply in all material respects regarding the Selling Stockholder with the
requirements of, the 1933 Act and the rules and regulations of the Commission
thereunder; and (ii) such statements in the Prospectus, as so amended or
supplemented at any such time, as are made in reliance upon and in conformity
with written information furnished to the Company by the Selling Stockholder
specifically for use therein did not or will not include any untrue statement of
a material fact or omit to state any material fact necessary in order to make
the statements therein, in light of the circumstances under which they were
made, not misleading.
(f) The sale of the Shares by the Selling Stockholder pursuant to this
Agreement is not prompted by any material information concerning the Company
which is not set forth in the Prospectus.
Section 3. SALE AND DELIVERY OF SHARES TO THE UNDERWRITERS; CLOSING.
(a) On the basis of the representations and warranties herein
contained, and subject to the terms and conditions herein set forth, the Company
and the Selling Stockholder agree to sell to the Underwriters named in Schedule
I hereto, and each such Underwriter agrees, severally and not jointly, to
purchase from the Company and the Selling Stockholder, at a purchase price of
$12.09 per share, the aggregate number of Firm Shares set forth opposite the
name of such Underwriter in Schedule I hereto.
(b) On the basis of the representations and warranties herein
contained, and subject to the terms and conditions herein set forth, the Company
<PAGE>
hereby grants an option to the Underwriters, severally and not jointly, to
purchase up to an additional 260,000 Option Shares on the same terms and
conditions as the Firm Shares. The option hereby granted will expire if not
exercised within the 30 day period after the first date on which the Firm Shares
are publicly traded on a when issued basis, by giving written notice to the
Company. The option granted hereby may be exercised, in whole or in part (but
not more than once), only for the purpose of covering the over-allotments that
may be made in connection with the offering and distribution of the Firm Shares.
The notice of exercise shall set forth the number of Option Shares as to which
the several Underwriters are exercising the option, and the time and date of
payment and delivery thereof. Such time and date of delivery (the "Date of
Delivery") shall be determined by you but shall not be earlier than the second
business day after the date on which the notice of the exercise of the option
shall have been given nor later than seven full business days after the exercise
of such option, nor in any event prior to the Closing Time. If the option is
exercised as to all or any portion of the Option Shares, the Option Shares as to
which the option is exercised shall be purchased by the Underwriters, severally
and not jointly, in their respective underwriting obligation proportions.
(c) Payment of the purchase price for and delivery of the Firm Shares
shall be made at the offices of the Representative at 50 No. Front Street, 20th
Floor, Memphis, TN 38103 or at such other place as shall be agreed upon by the
Company, the Selling Stockholder and you, at 10:00 A.M., either: (i) on the
third full business day after the effective date of the Registration Statement;
or (ii) at such other time not more than ten full business days thereafter as
you, the Selling Stockholder and the Company shall determine (unless, in either
case, postponed pursuant to Section 12) (such date and time of payment and
delivery being herein called the "Closing Time"). In addition, in the event that
any or all of the Option Shares are purchased by the Underwriters, payment of
the purchase price for and delivery of the Option Shares shall be made at the
offices of Morgan Keegan & Company, Inc. in the manner set forth above, or at
such other place as the Company, the Selling Stockholder and you shall
determine, on the Date of Delivery as specified in the notice from you to the
Company and the Selling Stockholder. Payment for the Firm Shares and the Option
Shares shall be made to the Company by certified or official bank check or
checks in New York Clearing House next day funds payable to the order of the
Company and the Selling Stockholder, respectively, against delivery to you for
the respective accounts of the Underwriters of the Shares to be purchased by
them.
(d) The Shares to be purchased by the Underwriters shall be in such
denominations and registered in such names as you may request in writing at
least two full business days before the Closing Time or the Date of Delivery, as
the case may be. The Shares will be made available at the offices of the
Representative at 50 No. Front Street, 20th Floor, Memphis, TN 38103 or at such
other place as Morgan Keegan & Company, Inc. may designate for examination and
packaging not later than 10:00 A.M. at least two full business days prior to the
Closing Time or the Date of Delivery, as the case may be.
(e) After the Registration Statement becomes effective, you intend to
offer the Shares to the public as set forth in the Prospectus, but after the
initial public offering of such Shares, you may from time to time increase or
decrease your bid price for the Company's Class A Common Stock, in your sole
discretion, by reason of changes in general market conditions or otherwise.
Section 4. CERTAIN COVENANTS OF THE COMPANY. The Company covenants and
agrees with each Underwriter as follows:
(a) The Company will use its best efforts to cause the Registration
Statement to become effective (if not yet effective at the date and time that
this Agreement is executed and delivered by the parties hereto). If the Company
elects to rely upon Rule 430A of the 1933 Act Regulations or the filing of the
Prospectus is otherwise required under Rule 424(b) of the 1933 Act Regulations,
and subject to the provisions of Section 4(b) of this Agreement, the Company
will comply with the requirements of Rule 430A and will file the Prospectus,
properly completed, pursuant to the applicable provisions of Rule 424(b) , or a
Term Sheet pursuant to and in accordance with Rule 434, within the time period
prescribed. If the Company elects to rely upon Rule 462(b) , the Company shall
file a 462(b) Registration Statement with the Commission in compliance with Rule
462(b) by 10:00 p.m., Washington, D.C. time on the date of this Agreement, and
<PAGE>
the Company shall at the time of filing either pay to the Commission the filing
fee for the Rule 462(b) Registration Statement or give irrevocable instructions
for the payment of such fee. The Company will notify you immediately and confirm
the notice in writing: (i) when the Registration Statement, 462(b) Registration
Statement or any post-effective amendment to the Registration Statement, shall
have become effective, or any supplement to the Prospectus or any amended
Prospectus shall have been filed; (ii) of the receipt of any comments from the
Commission; (iii) of any request by the Commission to amend the Registration
Statement or 462(b) Registration Statement or amend or supplement the Prospectus
or for additional information; and (iv) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or any
462(b) Registration Statement or of any order preventing or suspending the use
of any Preliminary Prospectus, or of the suspension of the qualification of the
Shares for offering or sale in any jurisdiction, or of the institution or
threatening of any proceedings for any of such purposes. The Company will use
every reasonable effort to prevent the issuance of any such stop order or of any
order preventing or suspending such use and, if any such order is issued, to
obtain the withdrawal thereof at the earliest possible moment.
(b) The Company will not at any time file or make any amendment to the
Registration Statement or any amendment or supplement (i) to the Prospectus, if
the Company has not elected to rely upon Rule 430A; (ii) if the Company has
elected to rely upon Rule 430A, to either the Prospectus included in the
Registration Statement at the time it becomes effective or to the Prospectus
filed in accordance with Rule 424(b) or any Term Sheet filed in accordance with
Rule 434; or (iii) if the Company has elected to rely upon Rule 462(b) , to any
462(b) Registration Statement, in either case if you shall not have previously
been advised and furnished a copy thereof a reasonable time prior to the
proposed filing, or if you or counsel for the Underwriters shall object to such
amendment or supplement.
(c) The Company has furnished or will furnish to you, at its expense,
as soon as available, as many signed copies of the Registration Statement as
originally filed and of all amendments thereto, whether filed before or after
the Registration Statement becomes effective, copies of all exhibits and
documents filed therewith and signed copies of all consents and certificates of
experts, as you may reasonably request, and has furnished or will furnish to
each Underwriter, one conformed copy of the Registration Statement as originally
filed and of each amendment thereto (but without exhibits).
(d) The Company will deliver to each Underwriter, at its expense, from
time to time, as many copies of each Preliminary Prospectus as such Underwriter
may reasonably request, and the Company hereby consents to the use of such
copies for purposes permitted by the 1933 Act. The Company will deliver to each
Underwriter, at its expense, as soon as the Registration Statement shall have
become effective, and thereafter from time to time as requested during the
period when the Prospectus is required to be delivered under the 1933 Act, such
number of copies of the Prospectus (as supplemented or amended) as each
Underwriter may reasonably request. The Company will comply to the best of its
ability with the 1933 Act and the 1933 Act Regulations so as to permit the
completion of the distribution of the Shares as contemplated in this Agreement
and in the Prospectus. In case you are required to deliver a prospectus within
nine months after the time of issue of the Prospectus or any Term Sheet in
connection with the offering or sale of the Shares and if at such time any event
shall have occurred as a result of which the Prospectus or any Term Sheet as
then amended or supplemented would include an untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made
when such Prospectus or any Term Sheet is delivered, not misleading, or, if for
any reason it shall be necessary during such period to amend or supplement the
Prospectus or any Term Sheet in order to comply with the 1933 Act or the 1933
Act Regulations, the Company will notify you and upon your request prepare
promptly and furnish without charge to each Underwriter and to any dealer in
securities as many copies as you may from time to time reasonably request of an
amended Prospectus or any Term Sheet or a supplement to the Prospectus or any
Term Sheet which will correct such statement or omission or effect such
compliance. In case any Underwriter is required to deliver a prospectus in
connection with sales of any of the Shares at any time nine months or more after
the time of issue of the Prospectus or any Term Sheet, upon your request but at
the expense of such Underwriter, the Company will prepare and deliver to such
Underwriter as many copies as you may request of an amended or supplemented
Prospectus or any Term Sheet complying with the requirements of Section 10(a)
(3) of the 1933 Act.
<PAGE>
(e) The Company will use its best efforts, in cooperation with you, to
qualify the Shares for offering and sale under the applicable securities laws of
such states and other jurisdictions as you may designate and to maintain such
qualifications in effect for as long as may be necessary to complete the
distribution of the Shares; PROVIDED, HOWEVER, that the Company shall not be
obligated to file any general consent to service of process or to qualify as a
foreign corporation in any jurisdiction in which it is not otherwise so subject.
The Company will file such statements and reports as may be required by the laws
of each jurisdiction in which the Shares have been qualified as above provided.
(f) The Company will use the net proceeds received by it from the sale
of the Shares in the manner specified in the Prospectus under the caption "Use
of Proceeds."
(g) The Company will make generally available to its security holders
as soon as practicable, but in any event not later than the end of the fiscal
quarter first occurring after the first anniversary of the "effective date of
the Registration Statement" (as defined in Rule 158(c) of the 1933 Act
Regulations), an earnings statement (in reasonable detail but which need not be
audited) complying with the provisions of Section 11(a) of the 1933 Act and Rule
158 thereunder and covering a period of at least 12 months beginning after the
effective date of the Registration Statement.
(h) During a period of five years from the date hereof, the Company
will furnish to its stockholders, as soon as practicable after the end of each
respective period, annual reports (including financial statements audited by
independent public accountants) and will furnish to you: (i) concurrently with
furnishing to its stockholders, a balance sheet of the Company as of the end of
such fiscal year, together with statements of operations, of cash flows and of
stockholders' equity of the Company for such fiscal year, accompanied by a copy
of the certificate or report thereon of independent public accountants; (ii) as
soon as they are available, copies of all reports (financial or otherwise)
mailed to stockholders; (iii) as soon as they are available, copies of all
reports and financial statements furnished to or filed with the Commission, any
securities exchange or the NASD; (iv) concurrently with its release, every
material press release in respect of the Company or its affairs which is
released or prepared by the Company; and (v) any additional information of a
public nature concerning the Company or its business that you may reasonably
request. During such five-year period, the foregoing financial statements shall
be on a consolidated basis to the extent that the accounts of the Company are
consolidated with any subsidiaries, and shall be accompanied by similar
financial statements for any significant Subsidiary that is not so consolidated.
(i) For a period of 180 days from the date hereof, the Company will
not, without your prior written consent, directly or indirectly, sell, offer to
sell, grant any option for the sale of, or otherwise dispose of, any Class A
Common Stock or securities convertible into Class A Common Stock, other than to
the Underwriters pursuant to this Agreement except for: (i) contributions to
employee benefit plans in existence on the date of the execution of this
Agreement or as contemplated by the Prospectus; (ii) the grant of options
pursuant to the Company's Stock Option Plan in effect at the time of execution
of this Agreement; or (iii) pursuant to an exercise of stock options or sale of
Common Stock pursuant to a "cashless exercise" of stock options which are
outstanding on the date of the Prospectus or upon conversion of convertible
securities.
(j) For three years after the effective date of the Registration
Statement, the Company will maintain a transfer agent and, if necessary under
the jurisdiction of incorporation of the Company, a registrar (which may be the
same entity as the transfer agent) for its Class A Common Stock.
(k) For three years after the effective date of the Registration
Statement, the Company will use its best efforts to maintain the listing of its
shares of Class A Common Stock on NSM.
(l) The Company is familiar with the Investment Company Act of 1940, as
amended, and the rules and regulations thereunder, and has in the past conducted
its affairs, and will in the future conduct its affairs, in such a manner so as
to ensure that the Company was not and will not be an "investment company"
within the meaning of the Investment Company Act of 1940 and the rules and
regulations thereunder.
<PAGE>
(m) The Company will not, and will use its best efforts to cause its
officers, directors and affiliates not to: (i) take, directly or indirectly
prior to the termination of the underwriting syndicate contemplated by this
Agreement, any action designed to stabilize or manipulate the price of any
security of the Company, or which may cause or result in, or which might in the
future reasonably be expected to cause or result in, the stabilization or
manipulation of the price of any security of the Company, to facilitate the sale
or resale of any of the Shares; (ii) sell, bid for, purchase or pay anyone any
compensation for soliciting purchases of the Shares; or (iii) pay or agree to
pay to any person any compensation for soliciting any order to purchase any
other securities of the Company.
(n) If at any time during the 30-day period after the Registration
Statement becomes effective, any rumor, publication or event relating to or
affecting the Company shall occur as a result of which in your reasonable
opinion the market price of the Common Stock has been or is likely to be
materially affected (regardless of whether such rumor, publication or event
necessitates a supplement or amendment of the Prospectus) and after written
notice from you advising the Company to the effect set forth above, the Company
agrees to forthwith prepare, consult with you concerning the substance of, and
disseminate a press release or other public statement, reasonably satisfactory
to you, responding to or commenting on such rumor, publication or event to the
extent it can do so consistent with its legal obligations.
(o) The Company will file timely and accurate information with
the Commission in accordance with Rule 463 of the 1933 Act Regulations or any
successor provision.
(p) The Company will supply the Underwriters with copies of all
correspondence to and from and all documents issued to and by the Commission or
the Commission staff in connection with the registration of the Shares under the
1933 Act.
Section 5. COVENANTS OF THE SELLING STOCKHOLDER. The Selling Stockholder
covenants:
(a) To pay all taxes, if any, on the transfer and sale of the Shares
to be sold by him hereunder.
(b) To use reasonable efforts to cause the Registration Statement to
become effective, to do and perform all things to be done and performed by the
Selling Stockholder hereunder prior to the Closing Time and to satisfy all
conditions precedent to the delivery of the Shares to be sold by the Selling
Stockholder.
(c) To not: (i) take, directly or directly, prior to the termination of
the underwriting syndicate contemplated by this Agreement, any action designed
to stabilize or manipulate the price of any security of the Company, or which
may cause or result in, or which might in the future reasonably be expected to
cause or result in, the stabilization or manipulation of the price of any
security of the Company, to facilitate the sale or resale of any of the Shares;
(ii) sell, bid for, purchase or pay anyone any compensation for soliciting
purchases of the Shares; or (iii) pay or agree to pay to any person any
compensation for soliciting any order to purchase any other securities of the
Company.
Section 6. PAYMENT OF EXPENSES.
(a) The Company will pay and bear all costs, fees and expenses incident
to the performance of its obligations under this Agreement, including: (i) the
preparation, printing and filing of the Registration Statement (including
<PAGE>
financial statements and exhibits), as originally filed and as amended, the
Preliminary Prospectuses and the Prospectus and any amendments or supplements
thereto, and the cost of furnishing copies thereof to the Underwriters; (ii) the
preparation, printing and distribution of this Agreement, the Selected Dealer
Agreement, and any instruments relating to any of the foregoing; (iii) the
issuance and delivery of the Shares to the Underwriters, including any transfer
taxes payable upon the sale of the Shares to the Underwriters (other than
transfer taxes on resales by the Underwriters); (iv) the fees and disbursements
of the Company's counsel and accountants; (v) the qualification of the Shares
under the applicable securities laws in accordance with Section 1(f) hereof and
any filing for review of the offering with the NASD, including filing fees and
fees and disbursements of counsel for the Underwriters in connection therewith;
(vi) the transfer agent's and registrar's fees and all miscellaneous expenses
referred to in Item 14 of the Registration Statement; (vii) costs related to
travel and lodging incurred by the Company and its representatives relating to
meetings with and presentations to prospective purchasers of the Shares
reasonably determined by the Underwriters to be necessary or desirable to effect
the sale of the Shares to the public; and (viii) all other costs and expenses
incident to the performance of the Company's obligations hereunder (including
costs incurred in closing the purchase of the Option Shares, if any) that are
not otherwise specifically provided for in this section. The Company, upon your
request, will provide funds in advance for filing fees in connection with "blue
sky" qualifications and the NASD.
(b) The Selling Stockholder shall pay his proportionate share of all
Underwriters' commissions relating to Shares of the Company sold by such Selling
Stockholder.
(c) If the sale of Shares provided for herein is not consummated
because any condition to the obligations of the Underwriters set forth in
Section 7 hereof is not satisfied, because of any termination pursuant to
Section 11 hereof or because of any refusal, inability or failure on the part of
the Company or the Selling Stockholder to perform any agreement herein or comply
with any provision hereof other than by reason of a default by any of the
Underwriters, the Company and the Selling Stockholder will, based upon their
respective percentage of the Firm Shares, reimburse the Underwriters severally
on demand for all reasonable out-of-pocket expenses, including fees and
disbursements of Underwriters' counsel, reasonably incurred by the Underwriters
in reviewing the Registration Statement and the Prospectus, and in investigating
and making preparations for the marketing of the Shares.
Section 7. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The obligations of
the Underwriters to purchase and pay for the Shares that they have severally
agreed to purchase pursuant to this Agreement (including any Option Shares as to
which the option granted in Section 3 has been exercised and the Date of
Delivery determined by you is the same as the Closing Time) are subject to the
accuracy in all material respects of the representations and warranties of the
Company and the Selling Stockholder contained herein or in certificates of any
officer of the Company delivered pursuant to the provisions hereof, to the
performance by the Company and the Selling Stockholder in all material respects
of their respective obligations hereunder, and to the following further
conditions:
(a) The Registration Statement shall have become effective not later
than 5:30 P.M., eastern time, on the date of this Agreement or, with your
consent, at a later time and date not later, however, than 5:30 P.M., eastern
time, on the first business day following the date hereof, or at such later time
or on such later date as you may agree to in writing; and at the Closing Time no
stop order suspending the effectiveness of the Registration Statement shall have
been issued under the 1933 Act and no proceedings for that purpose shall have
been instituted or shall be pending or, to your knowledge or the knowledge of
the Company shall be contemplated by the Commission, and any request on the part
of the Commission for additional information shall have been complied with to
the satisfaction of counsel for the Underwriters. If the Company has elected to
rely upon Rule 430A, a prospectus containing the Rule 430A Information shall
have been filed with the Commission in accordance with Rule 424(b) (or a
post-effective amendment providing such information shall have been filed and
declared effective in accordance with the requirements of Rule 430A).
(b) At the Closing Time you shall have received the opinion of Wyatt,
Tarrant & Combs counsel for the Company and the Selling Stockholder, together
<PAGE>
with signed or reproduced copies of such opinion for each of the other
Underwriters, in form and substance satisfactory to Baker, Donelson, Bearman &
Caldwell, counsel for the Underwriters, to the effect that:
(i) the Company is validly existing as a corporation in good
standing under the laws of the State of Kentucky and has the requisite
corporate power and authority to conduct its business as described in
the Registration Statement and the Prospectus. The Company is duly
qualified and in good standing as a foreign corporation in each other
jurisdiction in which the ownership or leasing of its properties or the
nature or conduct of its business makes such qualification necessary,
except where the failure to be so qualified or in good standing would
not have a material adverse effect on the financial condition or the
business of Republic taken as a whole. To the knowledge of such counsel
the Company does not own a majority interest in or control, directly or
indirectly, any corporation, association or other entity, other than
the Subsidiary, Republic Insurance Agency, Inc., Republic Mortgage
Company, Republic Financial Services Corporation and Republic Capital
Trust;
(ii) the Subsidiary is validly existing as a corporation in
good standing under the laws of the State of Kentucky and has the
requisite corporate power and authority to conduct its business as
described in the Registration Statement and the Prospectus. The
Subsidiary is duly qualified and in good standing as a foreign
corporation in each jurisdiction in which the ownership or leasing of
its properties or the nature or conduct of its business makes such
qualification necessary, except where the failure to be so qualified or
in good standing would not have a material adverse effect on the
financial condition or the business of Republic taken as a whole;
(iii) each of the Company and the Subsidiary has the corporate
power and authority to own or lease its properties and conduct its
business as described in the Registration Statement and the Prospectus;
(iv) the Common Stock conforms in all material respects as to
legal matters to the description thereof contained in the Registration
Statement and the Prospectus under the caption "Description of Capital
Stock;"
(v) the Shares have been duly authorized and, when issued and
delivered to the Underwriters pursuant to the Underwriting Agreement
against payment of the consideration therefor as provided therein, will
be validly issued, fully paid and nonassessable. To such counsel's
knowledge, no preemptive rights of stockholders exist with respect to
any of the Shares which have not been satisfied or waived. To such
counsel's knowledge, no person or entity holds a right to require or
participate in the registration under the 1933 Act of the Shares
pursuant to the Registration Statement which has not been satisfied or
waived, and, except as set forth in the Prospectus, no person holds a
right to require registration under the 1933 Act of any shares of
Common Stock of the Company at any other time which has not been
satisfied or waived. The form of certificates evidencing the Shares
complies with all applicable requirements of Kentucky law. To such
counsel's knowledge, the Selling Stockholder has, and immediately prior
to the Closing Date will have, good and valid title to the Shares to be
sold by the Selling Stockholder hereunder, free and clear of all liens,
security interests, pledges, charges, encumbrances, defects,
stockholders' agreements, voting trusts, equities or claims of any
nature whatsoever; and, upon delivery of such Shares against payment
therefor as provided herein, good and valid title to such Shares, free
and clear of all liens, security interests, pledges, charges,
encumbrances, defects, stockholders' agreements, voting trusts,
equities or claims of any nature whatsoever, will pass to the several
Underwriters;
(vi) the Company has an authorized capitalization as set forth
in the Prospectus under the caption "Capitalization." All of the issued
shares of capital stock of the Company have been duly authorized and
validly issued, are fully paid and nonassessable. To such counsel's
knowledge, none of the issued shares of capital stock of the Company
has been issued or is owned or held in violation of any preemptive
rights of stockholders. To such counsel's knowledge, all offers and
sales of the Company's capital stock described in Part II of the
registration Statement were at all relevant times duly registered under
the 1933 Act or were exempt from the registration requirements of the
1933 Act by reason of Sections 3(a), 3(b), 4(2) or 4(6) thereof;
(vii) except as disclosed in the Prospectus, to the knowledge
of such counsel, there are no outstanding (i) securities or obligations
of the Company or its Subsidiary convertible into or exchangeable for
any capital stock of the Company or such Subsidiary, (ii) warrants,
rights or options to subscribe for or purchase from the Company or such
Subsidiary any such capital stock or such convertible or exchangeable
securities or obligations, or (iii) obligations of the Company or any
such Subsidiary to issue any shares of capital stock, any such
convertible or exchangeable securities or obligations, or any such
warrants, rights or options;
<PAGE>
(viii) to the knowledge of such counsel, there is no
litigation, arbitration, claim, governmental or other proceeding
(formal or informal), or investigation pending or overtly threatened by
written communication to the Company in which any of the Company, the
Subsidiary, or Selling Stockholder is a party or of which any property
of the Company, the Subsidiary, or Selling Stockholder is the subject
except as described in the Prospectus or which, if determined
adversely, would not have a material adverse effect on the financial
condition or business of Republic taken as a whole;
(ix) no authorization, approval or consent of any court or
governmental authority or agency is required to be obtained by the
Company, the Subsidiary, or Selling Stockholder in connection with the
offering, issuance or sale of the Shares by the Company, except such as
may be required under the 1933 Act or the 1933 Act Regulations, state
securities laws or by the NASD. Neither the execution nor delivery by
the Company of this Agreement, nor the performance by the Company or
the Selling Stockholder of their obligations hereunder will, (a) result
in the violation of any applicable law or administrative regulation,
or, to the knowledge of such counsel, any decree, applicable to
Republic, of any court or administrative agency having jurisdiction
over such companies or any of their properties, or (b) conflict with or
result in a breach or default or result in the creation or imposition
of a lien, charge or encumbrance upon any property of Republic under or
pursuant to any of the provisions of their respective Articles of
Incorporation, Bylaws or, to the knowledge of such counsel, any
material contract, indenture, mortgage, loan agreement, note, lease or
other material instrument to which the Company, the Subsidiary, or
Selling Stockholder is a party or by which they are bound, or to which
any material amount of the property or assets of the Company, the
Subsidiary, or the Selling Stockholder is subject;
(x) to the knowledge of such counsel, there are no pending or
threatened condemnation proceedings, zoning change or other proceeding
or action that will in any manner affect the size of, use of,
improvements on, construction on or access to such real property and
improvements except such proceedings or actions that would not have a
material adverse effect on the financial condition or business of
Republic taken as a whole;
(xi) except as described in the Prospectus, such counsel does
not know of any past, pending or threatened action, suit, proceeding,
inquiry or investigation before any court or before or by any public,
regulatory or governmental body or board against or involving the
properties or business of the Company, the Selling Stockholder, or the
Subsidiary of a character required to be disclosed in the Prospectus
or, as to threatened litigation, of a character which would be required
to be disclosed if filed, or in either case which, if successful, would
have a material adverse effect on the financial condition or business
of Republic taken as a whole;
(xii) the Registration Statement and any 462(b) Registration
Statement has become effective under the 1933 Act and, to the knowledge
of such counsel, no stop order suspending the effectiveness of the
Registration Statement or any 462(b) Registration Statement has been
issued and no proceeding for that purpose has been instituted or is
pending or contemplated by the Commission;
<PAGE>
(xiii) the descriptions in the Registration Statement and the
Prospectus of the contracts, leases and other legal documents therein
described present fairly the information required to be shown and there
are no contracts, leases or other documents known to such counsel of a
character required to be described in the Registration Statement or the
Prospectus or to be filed as exhibits to the Registration Statement
which are not described or filed as required. There are no statutes or
regulations applicable to the Company or the Subsidiary or
certificates, permits or other authorizations from governmental
regulatory officials or bodies required to be obtained or maintained by
the Company of a character required to be disclosed in the Registration
Statement or the Prospectus which have not been so disclosed and
described therein.
(xiv) the Company and the Selling Stockholder have all
requisite power and authority to execute, deliver and perform this
Agreement and to consummate the transactions contemplated hereby,
including the issuance, sale and delivery by them of the Shares
hereunder. The opinions called for by this clause (xiv) may exclude
from their scope any authorization, approval, order, license,
certificate or permit as may be required under the "blue sky" laws of
any jurisdiction in connection with the distribution of the Shares
contemplated by the Registration Statement;
(xv) this Agreement has been duly authorized, executed and
delivered by the Company and the Selling Stockholder, and, assuming the
due authorization, execution and delivery by the Underwriters, will be
valid and binding obligations of the Company and the Selling
Stockholder enforceable in accordance with its terms, except to the
extent enforceability may be limited by bankruptcy, insolvency,
reorganization or other laws of general applicability relating to or
affecting creditor's rights, to general equity principles, and except
to the extent that the indemnification provisions in Section 9 of the
Agreement may be limited by federal or state securities laws or the
public policy underlying such laws;
(xvi) neither the Company nor the Subsidiary is presently in
breach of or default under its Articles of Incorporation or Bylaws, and
no material default exists and, to the best knowledge of such counsel,
no event has occurred which with notice or after the lapse of time to
cure or both, would constitute a material default, in the due
performance and observance of any term, covenant or condition of any
indenture, mortgage, deed of trust, loan agreement, note, lease or
other agreement or instrument known to such counsel to which the
Company and the Subsidiary is a party or to which any of its properties
is subject, in any such case where the consequences of such violation
or default is likely to have a material adverse effect on the financial
condition or business of Republic taken as a whole;
(xvii) neither the Company nor the Subsidiary is an
"investment company" within the meaning of the Investment Company Act
of 1940, as amended, and the rules and regulations thereunder;
(xviii) to the knowledge of such counsel, all distributions by
the Company and the Subsidiary to their respective stockholders over
the past three years have been made in accordance with the laws of the
state of their incorporation and with all other laws and regulations
affecting such distributions; and
(xix) we have participated in conferences with certain
officers of, and with the accountants and counsel for, the Company
concerning the preparation of the Registration Statement and the
Prospectus. Although we have made certain inquiries and investigations
in connection with the preparation of the Registration Statement and
the Prospectus, the limitations inherent in the role of outside counsel
are such that we cannot and do not assume responsibility for the
accuracy or completeness of the statements made in the Registration
<PAGE>
Statement and Prospectus, except insofar as such statements relate to
us. Subject to the foregoing, we hereby advise you that our work in
connection with this matter did not disclose any information that gave
us reason to believe that: (1) the Registration Statement and the
Prospectus (except the financial statements or other accounting or
financial data included therein, as to which we do not express any
view) were not, as of their respective effective or issue dates,
appropriately responsive in all material respects to the requirements
of the Securities Act and the applicable rules and regulations of the
Securities and Exchange Commission thereunder, and (ii) the
Registration Statement, at the time the Registration Statement became
effective, contained an untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; or that the Prospectus, at
the date thereof, includes or included an untrue statement of a
material fact or omits or omitted to state a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading (in each case except for the
financial statements and other accounting or financial data included
therein, as to which we do not express any view;
In rendering the foregoing opinion, such counsel may rely on the
following:
(A) as to matters involving the application of laws
other than the laws of the United States and jurisdictions in
which they are admitted, to the extent such counsel deem
proper and to the extent specified in such opinion, upon an
opinion or opinions (in form and substance reasonably
satisfactory to Underwriters' counsel) of other counsel
familiar with applicable laws; and
(B) as to matters of fact, to the extent
they deem proper, on certificates of responsible officers of
the Company and the Selling Stockholder and certificates or
other written statements of officers or departments of various
jurisdictions having custody of documents respecting the
corporate existence or good standing of the Company and
certificates of the Company's transfer agent, provided that
copies of all such opinions, statements or certificates shall
be delivered to Underwriters' counsel, and, if written
confirmation of the Commission is not available at the time
such opinion is rendered, upon the current oral
representations of members of the Commission's staff with
respect to the Registration Statement or any amendment or
supplement thereto having become effective and the lack of
issuance of a stop order or institution of proceedings for
that purpose. The opinion of counsel for the Company shall
state that the opinion of any other counsel, or certificate or
written statement, on which such counsel is relying is in form
satisfactory to such counsel and that you and they are
justified in relying thereon.
(c) At the Closing Time, you shall have received a favorable opinion
from Baker, Donelson, Bearman & Caldwell, counsel for the Underwriters, dated as
of the Closing Time, with respect to the Registration Statement, the Prospectus
and other related matters as the Underwriters may reasonably require, and the
Company shall have furnished to such counsel such documents as they reasonably
request for the purpose of enabling them to pass upon such matters.
(d) At the Closing Time:
(i) the Registration Statement, any 462(b) Registration
Statement, and the Prospectus, as they may then be amended or
supplemented, shall contain all statements that are required to be
stated therein under the 1933 Act and the 1933 Act Regulations and in
all material respects shall conform to the requirements of the 1933 Act
and the 1933 Act Regulations, the Company shall have complied in all
material respects with Rule 430A (if it shall have elected to rely
thereon) and neither the Registration Statement, any 462(b)
Registration Statement nor the Prospectus, as they may then be amended
or supplemented, shall contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading;
<PAGE>
(ii) there shall not have been, since the respective dates as
of which information is given in the Registration Statement, any
material adverse change in the business, prospects, properties, assets,
results of operation or condition (financial or otherwise) of the
Company, whether or not arising in the ordinary course of business;
(iii) no action, suit or proceeding at law or in equity shall
be pending or, to the best of the Company's knowledge, threatened
against the Company, the Subsidiary, and the Selling Stockholder that
would be required to be set forth in the Prospectus other than as set
forth therein and no proceedings shall be pending or, to the knowledge
of the Company or the Selling Stockholder, threatened against the
Company before or by any federal, state or other commission, board or
administrative agency wherein an unfavorable decision, ruling or
finding could materially adversely affect the business, prospects,
properties, assets, results of operations or condition (financial or
otherwise) of the Company, other than as set forth in the Prospectus;
(iv) the Company and the Selling Stockholder shall have
complied with all agreements and satisfied all conditions on their
respective parts to be performed or satisfied at or prior to the
Closing Time; and
(v) the representations and warranties of the Company and the
Selling Stockholder set forth in Section 1 and the representations and
warranties of the Selling Stockholder set forth in Section 2 shall be
accurate in all material respects as though expressly made at and as of
the Closing Time. At the Closing Time, you shall have received
certificates executed by the Selling Stockholder, the President and the
Chief Financial Officer of the Company, dated as of the Closing Time,
to such effect and with respect to the following additional matters:
(A) the Registration Statement has become
effective under the 1933 Act and no stop order suspending the
effectiveness of the Registration Statement or preventing or
suspending the use of the Prospectus has been issued, and no
proceedings for that purpose have been instituted or are
pending or, to the best of their knowledge, threatened under
the 1933 Act;
(B) they have carefully reviewed the
Registration Statement, any 462(b) Registration Statement and
the Prospectus and when the Registration Statement and any
462(b) Registration Statement became effective and at all
times subsequent thereto up to the delivery of such
certificate, the Registration Statement, any 462(b)
Registration Statement and the Prospectus and any amendments
or supplements thereto contained all statements and
information required to be included therein or necessary to
make the statements therein not misleading and neither the
Registration Statement, any 462(b) Registration Statement nor
Prospectus and any amendment or supplement thereto included
any untrue statement of a material fact or omitted to state
any material fact required to be stated therein or necessary
in order to make the statements therein not misleading, and,
since the effective date of the Registration Statement, there
has occurred no event required to be set forth in an amended
or supplemented Prospectus that has not been so set forth; and
(C) all representations, warranties,
covenants and statements made herein by the Company and the
Selling Stockholder, respectively, are true and correct in all
material respects at such Closing Time, with the same effect
as if made on and as of such Closing Time, and all agreements
herein to be performed by the Company and the Selling
Stockholder, respectively, on or prior to such Closing Time
have been duly performed.
<PAGE>
(e) On the business day immediately preceding the date of this
Agreement you shall have received from Crowe Chizek and Company LLP, a letter or
letters, dated the date hereof and as of the Closing Time in form and substance
satisfactory to you, together with signed or reproduced copies of such letter
for each of the other Underwriters, confirming that they are independent public
accountants with respect to the Company within the meaning of the 1933 Act and
1933 Act Regulations, stating in effect that:
(i) in their opinion, the financial statements and any
supplementary financial information and schedules included in the
Registration Statement and covered by their opinion therein comply as
to form in all material respects with the applicable accounting
requirements of the 1933 Act and the 1933 Act Regulations;
(ii) on the basis of limited procedures (set forth in detail
in such letter and made in accordance with such procedures as may be
reasonably specified by you) not constituting an audit in accordance
with generally accepted auditing standards, consisting of (but not
limited to) a reading of the latest available internal unaudited
financial statements of Republic, a reading of minute books of
Republic, inquiries of officials of the Company responsible for
financial and accounting matters, and such other inquiries and
procedures, as may be specified in such letter, nothing has come to
their attention which caused them to believe that:
(A) the unaudited financial statements and
supporting schedules and other unaudited financial data of the
Company included in the Registration Statement do not comply
as to form in all material respects with the applicable
accounting requirements of the 1933 Act or the 1933
Regulations or are not presented in conformity with generally
accepted accounting principles applied on a basis
substantially consistent with that of the audited financial
statements included in the Registration Statement;
(B) the amounts of revenues, income before
income taxes, net income and net income per share for the five
fiscal years ended December 31, 1997 included in the
Prospectus under the caption "Consolidated Financial
Statements" do not agree with the corresponding amounts in the
audited statements of earnings;
(C) at a specified date not more than five
business days prior to the date of delivery of such letter,
there was any change in the capital stock or long-term debt or
obligations under capital leases of the Company other than
scheduled repayments or any decreases in total assets,
stockholders' equity or other items specified by the
Underwriters from that set forth in the Consolidated Balance
Sheet at December 31, 1997, included in the Prospectus, except
as described in such letter; and
(D) for the period from December 31, 1997,
to a specified date not more than five days prior to the date
of delivery of such letter, there were any decreases in
revenues, gross profit, or the total or per share amounts of
income before extraordinary items or net income, of the
Company, in each case as compared with the corresponding
period of the preceding year, except in each case for
decreases or increases which the Prospectus discloses have
occurred or may occur or which are described in such letter.
(iii) in addition to the procedures referred to in clause (ii)
above and the examination referred to in their opinions included in the
Registration Statement, they have carried out certain specific
procedures, not constituting an audit in accordance with generally
accepted auditing standards, with respect to certain amounts,
percentages and financial information specified by you which are
derived from the general accounting records of the Company, which
appear in the Registration Statement or the exhibits or schedules
thereto and are specified by you, and have compared such amounts,
percentages and financial information with the accounting records of
the Company and with material derived from such records and have found
them to be in agreement.
<PAGE>
(f) At the Closing Time, you shall have received from Crowe Chizek and
Company LLP a letter, in form and substance satisfactory to you and dated as of
the Closing Time, to the effect that they reaffirm the statements made in the
letter furnished pursuant to subsection (e) above, except that the specified
date referred to shall be a date not more than five business days prior to the
Closing Time.
(g) In the event that either of the letters to be delivered pursuant to
subsections (e) and (f) above sets forth any such changes, decreases or
increases, it shall be a further condition to your obligations that you shall
have determined, after discussions with officers of the Company responsible for
financial and accounting matters and with Crowe Chizek and Company LLP, that
such changes, decreases or increases as are set forth in such letters do not
reflect a material adverse change in the capital stock, long-term debt,
obligations under capital leases, total assets, or stockholders' equity of the
Company as compared with the amounts shown in the latest condensed consolidated
balance sheet of the Company, or a material adverse change in revenues or the
total or per share amounts of income before extraordinary items or net income,
of the Company, in each case as compared with the corresponding period of the
prior year.
(h) At the Closing Time, counsel for the Underwriters shall have been
furnished with all such documents, certificates and opinions as they may request
for the purpose of enabling them to pass upon the issuance and sale of the
Shares as contemplated in this Agreement and the matters referred to in Section
7(d) and in order to evidence the accuracy and completeness of any of the
representations and warranties or statements of the Company, the performance of
any of the covenants of the Company, or the fulfillment of any of the conditions
herein contained; and all proceedings taken by the Company at or prior to the
Closing Time in connection with the authorization, issuance and sale of the
Shares as contemplated in this Agreement shall be satisfactory in form and
substance to you and to counsel for the Underwriters. The Company will furnish
you with such number of conformed copies of such opinion, certificates, letters
and documents as you shall request.
(i) The NASD, upon review of the terms of the public offering of the
Shares, shall not have objected to such offering, such terms or the
Underwriters' participation in the same.
(j) The Firm Shares and the Option Shares, if any, shall have been
approved for listing on NSM upon official notice of the issuance, sale and
evidence of satisfactory distribution thereof pursuant to this underwritten
public offering.
(k) Each executive officer, director and stockholder of the Company
specified in Section 1(j) hereof shall have agreed in writing as to the matters
set forth in such section.
If any of the conditions specified in this Section 7 shall not have
been fulfilled when and as required by this Agreement to be fulfilled, this
Agreement may be terminated by you on notice to the Company and the Selling
Stockholder at any time at or prior to the Closing Time, and such termination
shall be without liability of any party to any other party. Notwithstanding any
such termination, the provisions of Section 9 shall remain in effect and shall
survive the term of this Agreement.
Section 8. CONDITIONS TO PURCHASE OF OPTION SHARES. In the event that
the Underwriters exercise the option granted in Section 3 hereof to purchase all
or any part of the Option Shares and the Date of Delivery determined by you
pursuant to Section 3 hereof is later than the Closing Time, the obligations of
the several Underwriters to purchase and pay for the Option Shares that they
shall have severally agreed to purchase pursuant to this Agreement are subject
to the accuracy, in all material respects, of the representations and warranties
of the Company and Selling Stockholder herein contained, to the performance by
the Company and the Selling Stockholder of their obligations hereunder and to
the following further conditions:
<PAGE>
(a) The Registration Statement shall remain effective at the Date of
Delivery, and, at the Date of Delivery, no stop order suspending the
effectiveness of the Registration Statement shall have been issued under the
1933 Act and no proceedings for that purpose shall have been instituted or shall
be pending or, to your knowledge or the knowledge of the Company or the Selling
Stockholder, shall be contemplated by the Commission, and any request on the
part of the Commission for additional information shall have been complied with
to the satisfaction of counsel for the Underwriters.
(b) At the Date of Delivery, the provisions of Sections 7(d)(i) through
7(d)(v) shall have been complied with at and as of the Date of Delivery and, at
the Date of Delivery, you shall have received certificates executed by the
Selling Stockholder, the President and the Chief Financial Officer of the
Company, dated as of the Date of Delivery, to such effect and to the effect set
forth in clauses (a) , (b) and (c) of Section 7(d)(v).
(c) At the Date of Delivery, you shall have received a favorable
opinion of Wyatt, Tarrant & Combs, counsel for the Company and the Selling
Stockholder, together with signed or reproduced copies of such opinion for each
of the other Underwriters, in form and substance satisfactory to counsel for the
Underwriters, dated as of the Date of Delivery, relating to the Option Shares
and otherwise to the same effect as the opinion required by Section 7(b) .
(d) At the Date of Delivery, you shall have received a favorable
opinion of Baker, Donelson, Bearman & Caldwell, counsel for the Underwriters,
dated as of the Date of Delivery relating to the Option Shares and otherwise to
the same effect as the opinion required by Section 7(c) .
(e) At the Date of Delivery, you shall have received a letter from
Crowe Chizek and Company LLP, in form and substance satisfactory to you and
dated as of the Date of Delivery, to the effect that they reaffirm the
statements made in the letter furnished pursuant to Section 7(e), except that
the specified date referred to shall be a date nor more than five business days
prior to the Date of Delivery.
(f) At the Date of Delivery, counsel for the Underwriters shall have
been furnished with all such documents, certificates and opinions as they may
request for the purpose of enabling them to pass upon the issuance and sale of
the Option Shares as contemplated in this Agreement and the matters referred to
in Section 8(a) and in order to evidence the accuracy and completeness of any of
the representations, warranties or statements of the Company and the Selling
Stockholder, the performance of any of the covenants of the Company and the
Selling Stockholder, or the fulfillment of any of the conditions herein
contained; and all proceedings taken by the Company and the Selling Stockholder,
at or prior to the Date of Delivery in connection with the authorization,
issuance and sale of the Option Shares as contemplated in this Agreement shall
be satisfactory in form and substance to you and to counsel for the
Underwriters.
Section 9. INDEMNIFICATION AND CONTRIBUTION.
(a) The Company and the Selling Stockholder jointly and severally will
indemnify and hold harmless each Underwriter against any losses, claims, damages
or liabilities, joint or several, to which such Underwriter may become subject
under the 1933 Act, specifically including but not limited to losses, claims,
damages or liabilities related to negligence on the part of any Underwriter,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any breach of any warranty or covenant
of the Company herein contained or any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, any
Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto,
or in any "blue sky" application or other document executed by the Company or
based upon any information furnished in writing by the Company, filed in any
jurisdiction in order to qualify any or all of the Shares under the securities
laws thereof ("Blue Sky Application"), or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading; and
will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any
such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the
<PAGE>
Company and the Selling Stockholder shall not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in the Registration Statement, such Preliminary Prospectus or the
Prospectus, or such amendment or supplement, or any Blue Sky Application in
reliance upon and in conformity with written information furnished to the
Company by you or by any Underwriter through you expressly for use therein;
PROVIDED, FURTHER, that the Company and the Selling Stockholder will not be
liable for any such losses, claims, damages, or liabilities arising from the
sale of the Shares to any person if a copy of the Prospectus (as first filed
pursuant to Rule 424(b) ) or the Prospectus as amended or supplemented by all
amendments or supplements thereto which has been furnished to the Underwriters
shall not have been sent, mailed or given to such person, at or prior to the
written confirmation of the sale of such Shares to such person, but only if and
to the extent that such Prospectus, if so sent or delivered, would have cured
the defect giving rise to such losses, claims, damages or liabilities. In
addition to their other obligations under this Section 9(a), the Company and the
Selling Stockholder agree that, as an interim measure during the pendency of any
such claim, action, investigation, inquiry or other proceeding arising out of or
based upon any statement or omission, or any alleged statement or omission,
described in this Section 9(a), they will reimburse the Underwriters on a
monthly basis for all reasonable legal and other expenses incurred in connection
with investigating or defending any such claim, action, investigation, inquiry
or other proceeding, notwithstanding the absence of a judicial determination as
to the propriety and enforceability of the Company's and the Selling
Stockholder's obligation to reimburse the Underwriters for such expense and the
possibility that such payments might later be held to have been improper by a
court of competent jurisdiction. Any such interim reimbursement payments that
are not made to an Underwriter within 30 days of a request for reimbursement
shall bear interest at the prime rate (or reference rate or other commercial
lending rate for borrowers of the highest credit standing) announced from time
to time by First Tennessee Bank National Association (the "Prime Rate") from the
date of such request. This indemnity agreement shall be in addition to any
liabilities that the Company may otherwise have. For purposes of this Section 9,
the information set forth in the last paragraph on the front cover page (insofar
as such information related to the Underwriters) and under "Underwriting" in any
Preliminary Prospectus and in the Prospectus constitutes the only information
furnished by the Underwriters to the Company for inclusion in any Preliminary
Prospectus, the Prospectus or the Registration Statement. Notwithstanding
anything to the contrary herein, the indemnity by the Selling Stockholder shall
in no event exceed the net proceeds received by the Selling Stockholder in this
Offering.
(b) Each Underwriter, severally but not jointly, will indemnify and
hold harmless the Company and the Selling Stockholder against any losses,
claims, damages or liabilities to which the Company or the Selling Stockholder
may become subject, under the 1933 Act specifically including but not limited to
losses, claims, damages or liabilities related to negligence on the part of the
Company and the Selling Stockholder, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
breach of any warranty or covenant by you herein contained or any untrue
statement or alleged untrue statement of any material fact contained in the
Registration Statement, any Preliminary Prospectus, the Prospectus, or any
amendment or supplement thereto, or any Blue Sky Application or arise out of or
are based upon the omission or the alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission was
made in the Registration Statement, such Preliminary Prospectus or the
Prospectus, or such amendment or supplement, or any Blue Sky Application, in
reliance upon and in conformity with information furnished to the Company by
such Underwriter expressly for use therein; and will reimburse the Company and
the Selling Stockholder for any legal or other expenses reasonably incurred by
the Company or the Selling Stockholder in connection with investigating or
defending any such loss, claim, damage, liability or action. In addition to
their other obligations under this Section 9(b), the Underwriters agree that, as
an interim measure during the pendency of any such claim, action, investigation,
inquiry or other proceeding arising out of or based upon any statement or
omission, or any alleged statement or omission, described in this Section 9(b) ,
they will reimburse the Company and the Selling Stockholder on a monthly basis
for all reasonable legal and other expenses incurred in connection with
investigating or defending any such claim, action, investigation, inquiry or
other proceeding, notwithstanding the absence of a judicial determination as to
<PAGE>
the propriety and enforceability of their obligation to reimburse the Company or
the Selling Stockholder for such expense and the possibility that such payments
might later be held to have been improper by a court of competent jurisdiction.
Any such interim reimbursement payments that are not made to the Company or the
Selling Stockholder within 30 days of a request for reimbursement shall bear
interest at the Prime Rate from the date of such request. This indemnity
agreement shall be in addition to any liabilities which the Underwriters may
otherwise have.
The indemnity agreement in this Section 9(b) shall extend upon the same
terms and conditions to, and shall inure to the benefit of, each officer and
director of the Company and each person, if any, who controls the Company within
the meaning of the 1933 Act to the same extent as such agreement applies to the
Company.
(c) The Selling Stockholder shall indemnify and hold harmless the
Company and the Underwriters against any losses, claims, damages or liabilities
to which the Company or the Underwriters may become subject, under the 1933 Act
specifically including but not limited to losses, claims, damages or liabilities
related to negligence on the part of the Company or the Underwriters, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any breach of any warranty or covenant by the
Selling Stockholder herein contained or any untrue statement or alleged untrue
statement of any material fact contained in the Registration Statement, any
Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto,
or any Blue Sky Application or arise out of or are based upon the omission or
the alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each case
to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in the Registration
Statement, such Preliminary Prospectus or the Prospectus, or such amendment or
supplement, or any Blue Sky Application, in reliance upon and in conformity with
written information furnished to the Company by such Selling Stockholder
expressly for use therein; and will reimburse the Company and the Underwriters
for any legal or other expenses reasonably incurred by the Company or the
Underwriters in connection with investigating or defending any such loss, claim,
damage, liability or action. In addition to his other obligations under this
Section 9(c) , the Selling Stockholder agree that, as an interim measure during
the pendency of any such claim, action, investigation, inquiry or other
proceeding arising out of or based upon any statement or omission, or any
alleged statement or omission, described in this Section 9(c), he will reimburse
the Company and the Underwriters on a monthly basis for all reasonable legal and
other expenses incurred in connection with investigating or defending any such
claim, action, investigation, inquiry or other proceeding, notwithstanding the
absence of a judicial determination as to the propriety and enforceability of
his obligation to reimburse the Company or the Underwriters for such expense and
the possibility that such payments might later be held to have been improper by
a court of competent jurisdiction. Any such interim reimbursement payments that
are not made to the Company or the Underwriters within 30 days of a request for
reimbursement shall bear interest at the Prime Rate from the date of such
request. This indemnity agreement shall be in addition to any liabilities which
the Selling Stockholder may otherwise have.
The indemnity agreement in this Section 9(c) shall extend upon the same
terms and conditions to, and shall inure to the benefit of, each officer and
director of the Company and each person, if any, who controls the Company within
the meaning of the 1933 Act to the same extent as such agreement applies to the
Company.
(d) Within ten days after receipt by an indemnified party under
subsection (a), (b) or (c) above of notice of commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; no indemnification provided in this Section
9(a), 9(b) or 9(c) shall be available to any party who shall fail to give notice
as provided in this Section 9(d) if the party to whom notice was not given was
unaware of the proceeding to which such notice would have related and was
prejudiced by the failure to give such notice, but the omission so to notify the
<PAGE>
indemnifying party will not relieve the indemnifying party from any liability
that it may have to any indemnified party otherwise than under this Section 9.
In case any such action shall be brought against any indemnified party and it
shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate therein, and, to the extent
that it shall wish, jointly with any other indemnifying party, similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof the
indemnifying party shall not be liable to such indemnified party for any legal
or other expenses, other than reasonable costs of investigation, subsequently
incurred by such indemnified party in connection with the defense thereof. The
indemnified party shall have the right to employ its own counsel in any such
action, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the employment of counsel by such indemnified
party has been authorized by the indemnifying party, (ii) the indemnified party
shall have been advised by such counsel that there may be a conflict of interest
between the indemnifying party and the indemnified party in the conduct of the
defense of such action (in which case the indemnifying party shall not have the
right to direct the defense of such action on behalf of the indemnified party)
or (iii) the indemnifying party shall not in fact have employed counsel to
assume the defense of such action, in any of which events such fees and expenses
shall be borne by the indemnifying party. The indemnifying party shall not be
liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or judgment.
(e) It is agreed that any controversy arising out of the operation of
the interim reimbursement arrangements set forth in Section 9(a), 9(b) and 9(c)
hereof, including the amounts of any requested reimbursement payments, the
method of determining such amounts and the basis on which such amounts shall be
apportioned among the indemnifying parties, shall be settled by arbitration
conducted pursuant to the Code of Arbitration Procedure of the NASD. Any such
arbitration must be commenced by service of a written demand for arbitration or
a written notice of intention to arbitrate, therein electing the arbitration
tribunal. In the event the party demanding arbitration does not make such
designation of an arbitration tribunal in such demand or notice, then the party
responding to said demand or notice is authorized to do so. Any such arbitration
will be limited to the operation of the interim reimbursement provisions
contained in Sections 9(a), 9(b) and 9(c) hereof and will not resolve the
ultimate propriety or enforceability of the obligation to indemnify for expenses
that is created by the provisions of Sections 9(a), 9(b) and 9(c) .
(f) In order to provide for just and equitable contribution in
circumstances under which the indemnity provided for in this Section 9 is for
any reason judicially determined (by the entry of a final judgment or decree by
a court of competent jurisdiction and the expiration of time to appeal or the
denial of the last right of appeal) to be unenforceable by the indemnified
parties although applicable in accordance with its terms, the Company, the
Selling Stockholder and the Underwriters shall contribute to the aggregate
losses, liabilities, claims, damages and expenses of the nature contemplated by
such indemnity incurred by the Company, the Selling Stockholder and one or more
of the Underwriters, as incurred, in such proportions that (i) the Underwriters
are responsible pro rata for that portion represented by the underwriting
discount appearing on the cover page of the Prospectus bears to the public
offering price (before deducting expenses) appearing thereon, and (ii) the
Company and the Selling Stockholder are responsible for the balance; PROVIDED,
HOWEVER, that no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation; PROVIDED,
FURTHER, that if the allocation provided above is not permitted by applicable
law, the Company, the Selling Stockholder and the Underwriters shall contribute
to the aggregate losses in such proportion as is appropriate to reflect not only
the relative benefits referred to above but also the relative fault of the
Company, the Selling Stockholder and the Underwriters in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. Relative
fault shall be determined by reference to, among other things, whether the
<PAGE>
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
Company, by the Selling Stockholder or by the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The amount paid or payable by a party as a
result of the losses, claims, damages or liabilities referred to above shall be
deemed to include any legal or other fees or expenses reasonably incurred by
such party in connection with investigating or defending any such action or
claim. Notwithstanding the provisions of this subsection (f), no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Shares underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. For purposes of this
Section 9(f), each person, if any, who controls an Underwriter within the
meaning of Section 15 of the 1933 Act shall have the same rights to contribution
as such Underwriter, and each director of the Company, each officer of the
Company who signed the Registration Statement and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act shall have
the same rights to contribution as the Company.
(g) The parties to this Agreement acknowledge that they are
sophisticated business persons who were represented by counsel during the
negotiations regarding the provisions of this Agreement, including without
limitation, the provisions of this Section 9, and are fully informed regarding
said provisions. They further acknowledge that the provisions of this Section 9
fairly allocate the risks in light of the ability of the parties to investigate
the Company and its business in order to assure that adequate disclosure is made
in the Registration Statement and Prospectus as required by the 1933 Act. The
parties are advised that federal or state public policy, as interpreted by the
courts in certain jurisdictions, may be contrary to certain of the provisions of
this Section 9, and the parties hereto hereby expressly waive and relinquish any
right or ability to assert such public policy as a defense to a claim under this
Section 9 and further agree not to attempt to assert any such defense.
Section 10. REPRESENTATIONS AND AGREEMENTS TO SURVIVE DELIVERY. The
representations, warranties, indemnities, agreements and other statements of the
Selling Stockholder, the Company or its officers set forth in or made pursuant
to this Agreement will remain operative and in full force and effect regardless
of any investigation made by or on behalf of the Company, the Selling
Stockholder or any Underwriter or controlling person, with respect to an
Underwriter or the Company and will survive delivery of and payment for the
Shares or termination of this Agreement.
Section 11. EFFECTIVE DATE OF AGREEMENT AND TERMINATION.
(a) This Agreement shall become effective immediately as to Sections 6
and 9 and, as to all other provisions, (i) if at the time of execution of this
Agreement the Registration Statement has not become effective, at 10:00 A.M.
eastern time on the first full business day following the effectiveness of the
Registration Statement, or (ii) if at the time of execution of this Agreement,
the Registration Statement has been declared effective, at 10:00 A.M. eastern
time on the first full business day following the date of execution of this
Agreement; but this Agreement shall nevertheless become effective at such
earlier time after the Registration Statement becomes effective as you may
determine on and by notice to the Company or by release of any of the Shares for
sale to the public. For the purposes of this Section 11, the Shares shall be
deemed to have been so released upon the release for publication of any
newspaper advertisement relating to the Shares or upon the release by you of
telegrams or facsimile messages (i) advising the Underwriters that the Shares
are released for public offering, or (ii) offering the Shares for sale to
securities dealers, whichever may occur first. By giving notice before the time
this Agreement becomes effective, you, as the Representative of the several
Underwriters, or the Company, may prevent this Agreement from becoming
effective, without liability of any party to any other party, except that the
Company shall remain obligated to pay costs and expenses to the extent provided
in Section 6 hereof.
(b) You may terminate this Agreement by notice to the Company and the
Selling Stockholder at any time at or prior to the Closing Time in accordance
with the last paragraph of Section 7 of this Agreement:
<PAGE>
(i) if there has been, since the respective dates as of which
information is given in the Registration Statement, any material
adverse change, or any development which might reasonably be viewed as
resulting in a material adverse change in or affecting the assets,
properties, results of operation, financial condition or business
prospects of the Company, whether or not arising in the ordinary course
of business;
(ii) if there has occurred or accelerated any outbreak of
hostilities or other national or international calamity or crisis or
change in economic or political conditions the effect of which on the
financial markets of the United States is such as to make it, in your
judgment, impracticable to market the Shares or enforce contracts for
the sale of the Shares;
(iii) if trading in any securities of the Company has been
suspended by the Commission or by the NASD or NSM, or if trading
generally on the New York Stock Exchange or in the over-the-counter
market has been suspended for more than three (3) hours, or limitations
on prices for trading (other than limitations on hours or numbers of
days of trading) have been fixed, or maximum ranges for prices for
securities have been required, by such exchange or the NASD or by order
of the Commission or any other governmental authority;
(iv) if a banking moratorium has been declared by federal or
New York or Kentucky authorities;
(v) any federal or state statute, regulation, rule or order of
any court or other governmental authority has been enacted, published,
decreed or otherwise promulgated which in your reasonable opinion
materially adversely affects or will materially adversely affect the
business or operations of the Company; or
(vi) any action has been taken by any federal, state or local
government or agency in respect of its monetary or fiscal affairs which
in your reasonable opinion has a material adverse effect on the
securities markets in the United States.
(c) If this Agreement is terminated pursuant to this Section 11, such
termination shall be without liability of any party to any other party, except
to the extent provided in Section 6. Notwithstanding any such termination, the
provisions of Section 9 shall remain in effect.
Section 12. DEFAULT BY ONE OR MORE OF THE UNDERWRITERS.
(a) If any Underwriter shall default in its obligation to purchase the
Firm Shares which it has agreed to purchase hereunder, you may in your
discretion arrange for you or another party or other parties to purchase such
Firm Shares on the terms contained herein. If within 36 hours after such default
by any Underwriter you do not arrange for the purchase of such Firm Shares, then
the Company or the Selling Stockholder shall be entitled to a further period of
36 hours within which to procure another party or other parties satisfactory to
you to purchase such Firm Shares on such terms. In the event that, within the
respective prescribed periods, you notify the Company and the Selling
Stockholder that you have so arranged for the purchase of such Firm Shares, or
the Company or the Selling Stockholder notifies you that it has so arranged for
the purchase of such Firm Shares, you or the Company or the Selling Stockholder
shall have the right to postpone the Closing Time for a period of not more than
seven days in order to effect whatever changes may thereby be made necessary in
the Registration Statement or the Prospectus, or in any other documents or
arrangements, and the Company agrees to file promptly any amendments to the
Registration Statement or the Prospectus which in your opinion may thereby be
made necessary. The term "Underwriter" as used in this Agreement shall include
any persons substituted under this Section 12 with like effect as if such person
had originally been a party to this Agreement with respect to such Firm Shares.
(b) If, after giving effect to any arrangements for the purchase of the
Firm Shares of a defaulting Underwriter or Underwriters made by you or the
Company or the Selling Stockholder as provided in subsection (a) above, the
aggregate number of Firm Shares which remains un-purchased does not exceed
100,000, then the Company shall have the right to require each non-defaulting
<PAGE>
Underwriter to purchase the Firm Shares which such Underwriter agreed to
purchase hereunder and, in addition, to require each non-defaulting Underwriter
to purchase its pro rata share (based on the number of Firm Shares which such
Underwriter agreed to purchase hereunder) of the Firm Shares of such defaulting
Underwriter or Underwriters for which such arrangements have not been made; but
nothing herein shall relieve a defaulting Underwriter from liability for its
default.
(c) If, after giving effect to any arrangements for the purchase of the
Firm Shares of a defaulting Underwriter or Underwriters made by you or the
Company or the Selling Stockholder as provided in subsection (a) above, the
number of Firm Shares which remains un-purchased exceeds 100,000, or if the
Company shall not exercise the right described in subsection (b) above to
require non-defaulting Underwriters to purchase Firm Shares of a defaulting
Underwriter or Underwriters, then this Agreement shall thereupon terminate,
without liability on the part of any non-defaulting Underwriter or the Company
or the Selling Stockholder except for the expenses to be borne by the Company,
the Selling Stockholder and the Underwriters as provided in Section 6 hereof and
the indemnity and contribution agreements in Section 9 hereof; but nothing
herein shall relieve a defaulting Underwriter from liability for its default.
Section 13. DEFAULT BY THE COMPANY OR THE SELLING STOCKHOLDER. If the
Company or the Selling Stockholder shall fail at the Closing Time to sell and
deliver the respective aggregate number of Firm Shares that they are obligated
to sell, then this Agreement shall terminate without any liability on the part
of any non-defaulting party, except to the extent provided in Section 6 and
except that the provisions of Section 9 shall remain in effect. No action taken
pursuant to this Section shall relieve the Company or the Selling Stockholder
from liability, if any, in respect of its default.
Section 14. NOTICES. All notices and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given if
mailed, delivered or transmitted by any standard form of telecommunication.
Notices to the Underwriters shall be directed c/o Morgan Keegan & Company, Inc.,
50 No. Front Street, 20th Floor, Memphis, TN 38103 (with a copy sent in the same
manner to Baker, Donelson, Bearman & Caldwell, 2000 First Tennessee Building,
165 Madison Avenue, Memphis, Tennessee 38103, Attention Robert Walker, Esq.);
and notices to the Company and the Selling Stockholder shall be directed to
Republic Bancorp, Inc., 601 West Market Street, Louisville, KY 40202-2700,
Attention Steven E. Trager (with a copy sent in the same manner to Wyatt,
Tarrant & Combs, 2800 Citizens Plaza, Louisville, KY 40202 Attention Stewart E.
Conner, Esq.). Each notice hereunder shall be effective upon receipt by the
party to which it is addressed.
Section 15. PARTIES. This Agreement is made solely for the benefit of
the Underwriters, the Selling Stockholder, and the Company and, to the extent so
provided, any person controlling the Company or any of the Underwriters, and the
directors of the Company, its officers who have signed the Registration
Statement, and their respective executors, administrators, successors and
assigns and, subject to the provisions of Section 12, no other person shall
acquire or have any right under or by virtue of this Agreement. The term
"successors and assigns" shall not include any purchaser, as such purchaser,
from any of the several Underwriters of the Shares.
Section 16. GOVERNING LAW AND TIME. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of Tennessee.
Specified time of the day refers to United States Central Time.
Section 17. COUNTERPARTS. This Agreement may be executed in one or more
counterparts and when a counterpart has been executed by each party, all such
counterparts taken together shall constitute one and the same agreement.
<PAGE>
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon this
instrument will become a binding agreement among the Company, the Selling
Stockholder and the several Underwriters in accordance with its terms on this
21st day of July, 1998.
Very truly yours,
REPUBLIC BANCORP, INC.
By: /s/
SELLING STOCKHOLDER:
/s/
Bernard M. Trager
Confirmed and accepted in Memphis, Tennessee, as of the date first above
written, as Representatives of the Underwriters named in Schedule I hereto.
Morgan Keegan & Company, Inc.
By: /s/
<PAGE>
SCHEDULE I
NAME NUMBER OF SHARES
Morgan Keegan & Company, Inc. 602,500
J.J.B. Hilliard, W.L. Lyons, Inc. 602,500
Advest, Inc. 45,000
Robert W. Baird & Co. Incorporated 45,000
J. C. Bradford & Co. 45,000
Crowell, Weedon & co. 45,000
Suntrust Equitable Securities Corporation 45,000
Friedman, Billings, Ramsey & Co., Inc. 45,000
Interstate/Johnson Lane Corporation 45,000
Josephthal & Co., Inc. 45,000
Keefe, Bruyette & Woods, Inc. 45,000
McDonald & Company Securities, Inc. 45,000
Natcity Investments, Inx. 45,000
FIFTH THIRD/THE OHIO COMPANY 45,000
Piper Jaffray Inc. 45,000
Raymond James & associates, Inc. 45,000
The Robinson-Humphrey Company, LLC 45,000
Stephens Inx. 45,000
Stifel, Nicolaus & Company, Incorporated 45,000
Tucker Anthony Incorporated 45,000
Wheat First Securities, Inx. 45,000
Howe Barnes Investments Inc. 20,000
Brean Murray & Co., Inc. 20,000
Hoefer & Arnett, Inc. 20,000
Sterne, Agee & Leach, Inc. 20,000
- -------------------------------------------------------------------------------
TOTAL UNDERWRITERS (25) 2,140,000
- -------------------------------------------------------------------------------
