-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ia6SGmEVgtLAGff6f309J8TSwkOxE9vpXbEj60cTzuwvR8jvdMaogyDwWtqJ4J3B ZKSyLAq6oweWG/rGUDSIBw== 0000940397-01-000004.txt : 20010213 0000940397-01-000004.hdr.sgml : 20010213 ACCESSION NUMBER: 0000940397-01-000004 CONFORMED SUBMISSION TYPE: SC TO-I PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REPUBLIC BANCORP INC /KY/ CENTRAL INDEX KEY: 0000921557 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 610862051 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I SEC ACT: SEC FILE NUMBER: 005-55299 FILM NUMBER: 1532399 BUSINESS ADDRESS: STREET 1: REPUBLIC CORPORATE CENTER STREET 2: 601 WEST MARKET ST CITY: LOUISVILLE STATE: KY ZIP: 40202 BUSINESS PHONE: 5025843600 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: REPUBLIC BANCORP INC /KY/ CENTRAL INDEX KEY: 0000921557 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 610862051 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I BUSINESS ADDRESS: STREET 1: REPUBLIC CORPORATE CENTER STREET 2: 601 WEST MARKET ST CITY: LOUISVILLE STATE: KY ZIP: 40202 BUSINESS PHONE: 5025843600 SC TO-I 1 0001.txt 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 REPUBLIC BANCORP, INC. - -------------------------------------------------------------------------------- (Name of Subject Company (Issuer)) REPUBLIC BANCORP, INC. - -------------------------------------------------------------------------------- (Name of Filing Person, the Issuer) CLASS A COMMON STOCK, NO PAR VALUE - -------------------------------------------------------------------------------- (Title of Class of Securities) 760281 204 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Steven E. Trager, President and Chief Executive Officer Republic Bancorp, Inc. 601 West Market Street Louisville, Kentucky 40202 (502) 584-3600 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons) with a copy to: Cynthia W. Young, Esq. Wyatt, Tarrant & Combs, LLP 500 W. Jefferson Street, Suite 2800 Louisville, Kentucky 40202 (502) 589-5235 CALCULATION OF FILING FEE TRANSACTION VALUATION AMOUNT OF FILING FEE:* * Pursuant to General Instruction D to Schedule TO, no filing fee is required. [ ] Check the box if any part of the fee is offset as provided by Rule 011 (a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing. Amount Previously Paid: N/A Form or Registration Number: N/A Filing Party: N/A Date Filed: N/A [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of a tender offer:[ ] 1 2 This Tender Offer Statement on Schedule TO relates to the issuer tender offer of Republic Bancorp, Inc., a Kentucky corporation, to purchase up to 1,000,000 shares of its Class A Common Stock, no par value per share, at a price not greater than $10.00 and not less than $8.00 per share, net to the seller in cash, without interest, as specified by shareholders tendering their shares. This Tender Offer Statement on Schedule TO relates is intended to satisfy the reporting requirements of Rule 13e-4(c)(1) of the Securities Exchange Act of 1934, as amended. Item 12. EXHIBITS. The following exhibit is submitted herewith: (a)(10) Press Release, dated February 12, 2001 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 12, 2001 REPUBLIC BANCORP, INC. By: * Name: Title: * Pursuant to General Instruction D to Schedule TO, no signature is required. 3 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------------- ----------------------- (a)(10) Press Release, dated February 12, 2001 EX-99.(A)(10) 2 0002.txt PRESS RELEASE 4 EXHIBIT (a)(10) FEBRUARY 12, 2001 CONTACT: KEVIN SIPES CHIEF FINANCIAL OFFICER REPUBLIC BANCORP, INC. ANNOUNCES OFFER TO PURCHASE UP TO 1,000,000 SHARES OF ITS CLASS A COMMON STOCK AT $8 TO $10 PER SHARE Louisville, KY - REPUBLIC BANCORP, INC., (NASDAQ NMS: RBCAA) (the "Company"), the holding company for Republic Bank & Trust Company, is pleased to announce that it will offer to purchase up to 1,000,000 shares of the Company's Class A Common Stock, approximately 7% of those outstanding. The offer will be made at a purchase price between $8 and $10 per share through a modified Dutch auction tender offer, which commences today. The Company's management and Board of Directors believe that the Company's business, assets and prospects, coupled with the current market price of its shares of Class A Common Stock, make the purchase of the shares pursuant to the terms and conditions of the offer an attractive investment opportunity. Under the modified Dutch auction procedures, shareholders who are considering a sale of all or a portion of their shares will have the opportunity to determine the price or prices, between $8 and $10 per share, at which they are willing to sell their shares and, if any of such shares are purchased pursuant to the offer, to sell those shares without the usual transaction costs associated with market sales. The Company will select the lowest price, which will allow it to purchase 1,000,000 shares, or if a lesser number of shares are properly tendered, all shares that are properly tendered and not withdrawn. All shares acquired in the offer will be acquired at the same purchase price. The offer will be made pursuant to the Offer to Purchase dated February 12, 2001, and related materials, and will expire on March 13, 2001 unless otherwise extended. The Information Agent for Republic's Dutch auction tender offer is MacKenzie Partners, Inc., and any questions or requests for documents or forms related to the offer should be directed to MacKenzie Partners, Inc. at 1-800-322-2885. Republic's Board of Directors has approved this tender offer. However, neither Republic, its Board of Directors nor the Information Agent makes any recommendation to shareholders whether to tender or refrain from tendering their shares, or as to the price or prices at which they may choose to tender their shares. Directors, executive officers and affiliates of Republic are not intending to tender shares in this offer. THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR A SOLICITATION OF AN OFFER TO SELL ANY SHARES OF REPUBLIC'S CLASS A COMMON STOCK. THE OFFER IS BEING MADE SOLELY BY THE OFFER OF PURCHASE, WHICH IS BEING MAILED TO SHAREHOLDERS TODAY. Shareholders and investors are urged to read Republic's Schedule TO being filed today with the SEC in connection with this tender offer, which includes the Offer to Purchase and related materials. Materials contain important information 5 including the various terms and conditions to the offer. Investors may obtain copies of Republic's Schedule TO for free from the SEC at the SEC's website (www.sec.gov) or from Republic's Information Agent for purposes of this transaction, MacKenzie Partners, Inc. NEIGHBORHOOD BANKING. REPUBLIC BANK & TRUST COMPANY HAS 21 BANKING CENTERS IN 7 KENTUCKY COMMUNITIES: BOWLING GREEN, ELIZABETHTOWN, FRANKFORT, LEXINGTON, LOUISVILLE, OWENSBORO, AND SHELBYVILLE; A LOAN PRODUCTION OFFICE IN CLARKSVILLE, INDIANA; REFUNDS NOW, A NATIONWIDE TAX REFUND LOAN AND CHECK PROVIDER; AND INTERNET BANKING AT WWW.REPUBLICBANK.COM. REPUBLIC BANK IS HEADQUARTERED IN LOUISVILLE, KENTUCKY, AND HAS OVER $1.5 BILLION IN ASSETS. REPUBLIC BANCORP, INC., REPUBLIC BANK'S PARENT COMPANY, IS TRADED ON THE NASDAQ (RBCAA). STATEMENTS IN THIS PRESS RELEASE RELATING TO REPUBLIC'S PLANS, OBJECTIVES, OR FUTURE PERFORMANCE ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SUCH STATEMENTS ARE BASED ON MANAGEMENT'S CURRENT EXPECTATIONS. REPUBLIC'S ACTUAL STRATEGIES AND RESULTS IN FUTURE PERIODS MAY DIFFER MATERIALLY FROM THOSE CURRENTLY EXPECTED DUE TO VARIOUS RISKS AND UNCERTAINTIES, INCLUDING THOSE DISCUSSED IN REPUBLIC'S 1999 FORM 10-K AND SUBSEQUENT 10Q REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 4 -----END PRIVACY-ENHANCED MESSAGE-----