Form 8-K federal approval
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of
1934
Date
of
Report (Date if earliest event reported): December 13, 2006
REPUBLIC
BANCORP INC.
(Exact
name of registrant as specified in its charter)
Michigan
(State
or other jurisdiction of incorporation)
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0-15734
(Commission
File No.)
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38-2604669
(IRS
Employer Identification No.)
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1070
East
Main Street, Owosso, Michigan 48867
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (989)
725-7337
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
7.01. Regulation FD Disclosure
On
December 13, 2006 Citizens Banking Corporation (“Citizens”) (Nasdaq: CBCF) and
Republic Bancorp Inc. (“Republic”) (Nasdaq: RBNC) announced that on December 12,
2006, the Board of Governors of the Federal Reserve System approved their
proposed merger. The companies expect to complete the merger by the end of
2006.
About
Citizens Banking Corporation
Citizens
Banking Corporation is a diversified financial services company providing a
wide
range of commercial, consumer, mortgage banking, trust, and financial planning
services to a broad client base. Citizens Banking Corporation serves markets
through Citizens Bank offices in Michigan and Wisconsin, and through F&M
Bank offices in Iowa. Citizens Banking Corporation has roots going back to
1871
in Flint, Mich., and is the second-largest bank holding company headquartered
in
Michigan. Citizens, with 181 branch, private banking, and financial center
locations and 196 ATMs, is the 69th largest bank holding company in the United
States, with assets of $7.7 billion as of Sept. 30, 2006. More information
about
Citizens Banking Corporation is available at http://www.citizensonline.com.
About
Republic Bancorp Inc.
Republic
Bancorp Inc., with $6.2 billion in assets, is the third largest bank holding
company headquartered in Michigan and the 82nd largest bank holding company
in
the country. Its subsidiary, Republic Bank, serves customers in Michigan, Ohio
and Indiana with 88 retail, commercial and mortgage banking offices and 90
ATMs.
Republic has consistently been the #1 Small Business Administration bank lender
based in Michigan and one of the Midwest's top retail mortgage lenders. Republic
was named the 17th Best Company to Work For by FORTUNE magazine (marking the
sixth year on FORTUNE's “100 Best Companies to Work For” list) and named to
Working Mother magazine's list of “100 Best Companies for Working Mothers” for
the sixth year in a row. More information about Republic Bancorp Inc. is
available at http://www.republicbancorp.com.
Safe
Harbor Statement
Discussions
in this release that are not statements of historical fact (including statements
that include terms such as “will,” “may,” “should,” “believe,” “expect,”
“anticipate,” “estimate,” “intend,” and “plan”) are forward-looking statements
that involve risks and uncertainties. Any forward-looking statement is not
a
guarantee of future performance and actual results could differ materially
from
those contained in the forward-looking information. Such forward-looking
statements include, but are not limited to, statements about the benefits of
the
business combination transaction involving Citizens and Republic, including
future financial and operating results, the new company's plans, objectives,
expectations and intentions and other statements that are not historical facts.
The following factors, among others, could cause actual results to differ from
those set forth in the forward-looking statements: the risk that the businesses
will not be integrated successfully; deposit attrition and disruption from
the
transaction making it more difficult to maintain relationships with customers,
employees or suppliers; the risk that the cost savings and any other synergies
from the transaction may not be fully realized or may take longer to realize
than expected; competition and its effect on pricing, spending, third-party
relationships and revenues; movements in market interest rates and secondary
market volatility; divestitures assumed and/or required; potential conditions
that may affect the tax-free status of the Republic stock exchange for Citizens'
common shares; and unfavorable changes in economic and business conditions
or
the regulatory environment. Additional factors that may affect future results
are contained in Citizens' and Republic's filings with the SEC, which are
available at the SEC's web site http://www.sec.gov.
Citizens and Republic disclaim any obligation to update and revise statements
contained in these materials based on new information or otherwise.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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REPUBLIC
BANCORP INC.
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Date: December
13, 2006
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By:
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/s/
Thomas F. Menacher
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Name:
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Thomas
F. Menacher
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Its:
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Executive
Vice President, Treasurer and
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Chief
Financial Officer
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