-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, IHdEa3yg3tNK9rEPeGPbc9lky9L+pP1Zr3b3HB82ZrgZSKTX4gQIWpBbVqsqMQPG Pp/6pnV0KObgkgJoZABMrw== 0000950131-94-000590.txt : 19940505 0000950131-94-000590.hdr.sgml : 19940505 ACCESSION NUMBER: 0000950131-94-000590 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST REPUBLIC BANCORP INC CENTRAL INDEX KEY: 0000770975 STANDARD INDUSTRIAL CLASSIFICATION: 6036 IRS NUMBER: 942964497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 033-66336 FILM NUMBER: 94526063 BUSINESS ADDRESS: STREET 1: 388 MARKET ST STREET 2: SEOND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4153921400 POS AM 1 POST EFF. AMEND. NO. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 4, 1994. REGISTRATION NO. 33-66336 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- FIRST REPUBLIC BANCORP INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 94-2964497 [/R] (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER [/R] INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) [/R] 388 MARKET STREET, SAN FRANCISCO, CALIFORNIA 94111 (415) 392-1400 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ---------------- JAMES H. HERBERT, II PRESIDENT AND CHIEF EXECUTIVE OFFICER FIRST REPUBLIC BANCORP INC. 388 MARKET STREET SAN FRANCISCO, CALIFORNIA 94111 (415) 392-1400 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES TO: L. MARTIN GIBBS, ESQ. JONATHAN D. JOSEPH, ESQ. [/R] ROGERS & WELLS PATRICIA A. FURLONG, ESQ. [/R] 200 PARK AVENUE PILLSBURY MADISON & SUTRO [/R] NEW YORK, NEW YORK 10166 P.O. BOX 7880 [/R] (212) 878-8000 SAN FRANCISCO, CALIFORNIA 94120 [/R] (COUNSEL TO THE REGISTRANT) (415) 983-1000 [/R] (COUNSEL TO THE UNDERWRITERS) ---------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] ---------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ +INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION. THESE SECURITIES MAY + +NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME A FINAL + +PROSPECTUS SUPPLEMENT IS DELIVERED. THIS PROSPECTUS SUPPLEMENT SHALL NOT + +CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL + +THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, + +SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION + +UNDER THE SECURITIES LAWS OF ANY SUCH STATE. + ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ SUBJECT TO COMPLETION, DATED MAY 4, 1994 PRELIMINARY PROSPECTUS SUPPLEMENT DATED MAY 4, 1994 (TO PROSPECTUS DATED AUGUST 5, 1993) $9,836,000 First Republic Bancorp Inc. SUBORDINATED DEBENTURES DUE JANUARY 15, 2009, SERIES 8% RESET MINIMUM PURCHASE: $2,000 The Subordinated Debentures Due January 15, 2009, Series 8% Reset (the "Debentures") offered hereby are unsecured subordinated debt obligations of First Republic Bancorp Inc. ("First Republic"). Debentures will initially be issued in minimum aggregate principal amounts of $2,000 and multiples of $1,000 thereafter. Interest on the Debentures is payable quarterly, beginning on July 15, 1994 for Debentures sold between May 4, 1994 and June 30, 1994. The Debentures will initially bear interest at the rate of 8% per annum until July 15, 1999, and from July 16, 1999 to July 15, 2004 at a rate per annum equal to the Reference Rate (as defined) at June 16, 1999, plus 150 basis points, and from July 16, 2004 until the principal thereof is paid or made available for payment at a rate per annum equal to the Reference Rate (as defined) at June 16, 2004, plus 150 basis points. Notwithstanding the foregoing, the interest rate payable from and after July 16, 1999 shall be no less than 6% and no more than 10%. Closings will be held monthly with respect to Debentures deemed to have been sold during the preceding calendar month (unless previously sold at a prior Closing). The Debentures mature on January 15, 2009. In addition to the amount of Debentures set forth above, the amount of Debentures offered hereby could include up to an additional $2,000,000 of Debentures that may be sold pursuant to the Underwriter's over-allotment option. There is no existing market for the Debentures and there can be no assurance that an active trading market will develop or if a market does develop that it will continue until maturity of the Debentures. The Debentures have been approved for listing on the New York Stock Exchange (the "NYSE"); however, the Debentures will not be traded on the NYSE unless at least $5 million in aggregate principal amount of Debentures are sold pursuant to this offering and unless First Republic elects to authorize such trading. In any event, the Debentures will not be traded on the NYSE until completion of the offering. There can be no assurance that the Debentures will actually be traded on the NYSE. First Republic is not required to sell any minimum amount of Debentures. ------- THE DEBENTURES OFFERED BY THIS PROSPECTUS SUPPLEMENT CONSTITUTE PART OF A SEPARATE SERIES OF DEBENTURES ISSUED BY FIRST REPUBLIC AND ARE BEING OFFERED PURSUANT TO ITS PROSPECTUS DATED AUGUST 5, 1993, OF WHICH THIS PROSPECTUS SUPPLEMENT IS A PART AND WHICH ACCOMPANIES THIS PROSPECTUS SUPPLEMENT. THE PROSPECTUS CONTAINS IMPORTANT INFORMATION REGARDING THE OFFERING WHICH IS NOT CONTAINED HEREIN, AND PROSPECTIVE INVESTORS ARE URGED TO READ THE PROSPECTUS AND THIS PROSPECTUS SUPPLEMENT IN FULL. SALES OF THE OFFERED DEBENTURES MAY NOT BE CONSUMMATED UNLESS THE PURCHASER HAS RECEIVED BOTH THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. THE DEBENTURES ARE UNSECURED OBLIGATIONS OF FIRST REPUBLIC, ARE NOT SAVINGS AC- COUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY DEPOSITORY INSTITUTION OR SUBSIDI- ARY OF FIRST REPUBLIC AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. THESE SECURITIES HAVE NOT BEEN AP- PROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTA- TION TO THE CONTRARY IS A CRIMINAL OFFENSE. - ------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------
UNDERWRITING PRICE TO DISCOUNTS AND PROCEEDS TO PUBLIC(1) COMMISSIONS(2) FIRST REPUBLIC - ------------------------------------------------------------------------------------------- Per Debenture.................... 100% 6.25% 93.75% - -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- (1) Interest on each Debenture will accrue from the first day of the calendar month in which the Debenture is sold. First Republic is not required to sell any minimum aggregate dollar amount of Debentures. See "Underwriting" in this Prospectus Supplement and in the accompanying Prospectus. (2) First Republic has granted Offerman & Company (the "Underwriter") the exclusive right to sell the Debentures on a "best efforts" basis through December 31, 1994, subject to termination or extension under certain circumstances. First Republic has agreed to pay certain accountable expenses of the Underwriter related to the Debentures, estimated to be $50,000. Offerman & Company 621 Lilac Drive North Minneapolis, Minnesota 55422 (612) 541-8999 THE COMPANY The following discussion supplements and updates the description of the Company set forth in the accompanying Prospectus, to which description reference is hereby made. SUMMARY OF RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1993 AND FOR THE QUARTER ENDED MARCH 31, 1994 For the year ended December 31, 1993 and continuing through the first quarter ended March 31, 1994, First Republic continued to increase its total capital resources, single family mortgage loan portfolio, total assets, total deposits and borrowings. At March 31, 1994, stockholders' equity was $105,795,000 and the Company's total capital including debentures and reserves was $184,519,000, or 12.4% of total assets. The Company's Board of Directors approved a 3% stock dividend payable to stockholders of record on February 25, 1994. The Company's tangible book value per share, adjusted for this stock dividend, increased to $13.67 at March 31, 1994 from $11.54 at December 31, 1992. Loan origination volume for 1993 was $944,796,000, compared to $826,201,000 in 1992. Higher loan originations in 1993 were primarily due to increased single family lending resulting from an increase in the number of loan officers employed by the Company. For the first quarter of 1994, new loans originated totalled $228,600,000. As a result of the recent increases in mortgage interest rates beginning in early 1994, the Company expects that future loan origination activity will shift from fixed rate loans sold into the secondary market to adjustable rate mortgages originated for the Company's balance sheet. Additionally, the mix of such lending is expected to reflect reduced refinance activity by borrowers and increased home loan purchase activity in the Company's markets. The Company's portfolio of primarily real estate secured mortgage loans increased from $1,256,058,000 at December 31, 1993 to $1,332,725,000 at March 31, 1994, of which $679,439,000, or 51.0%, were single family home loans. First Republic has expanded its retail deposit gathering capabilities with the recent addition of three branches, including one on Geary Boulevard in San Francisco in September 1993 and a second San Francisco neighborhood branch in Chinatown in January 1994. First Republic also completed the acquisition of Silver State Thrift and Loan, contributed $5.2 million as initial capital, and in January 1994 relocated this Nevada state-chartered thrift and loan to Las Vegas, renaming the entity First Republic Savings Bank. The purpose of this acquisition was to enable the Company to gather deposits in Las Vegas, Nevada, while continuing its lending activities through an FDIC-insured financial institution. Due in part to the addition of these branches, retail deposits increased from $713,399,000 at June 30, 1993 to $751,671,000 at December 31, 1993 and to $809,167,000 at March 31, 1994. As additional sources of funding, longer term collateralized Federal Home Loan Bank advances increased from $408,530,000 at June 30, 1993 to $468,530,000 at December 31, 1993 and to $493,530,000 at March 31, 1994. During the last half of 1993, net interest income continued to increase as a result of a larger average balance sheet, and the Company maintained a net interest spread of 2.88% for 1993, compared to 2.83% for 1992. For the first quarter of 1994, net interest income was $10,050,000 and net interest spread was 2.50%. The decrease in net interest spread for the first quarter of 1994 resulted from reduced yields on a larger average volume of new single family adjustable rate loans, an increase during the quarter in the level of nonearning loans of approximately 0.40% of total assets, and a continued emphasis on gathering deposits with maturities of one year or more in the face of increasing interest rates. For the remainder of 1994, management of the Company expects that interest rates may increase and that the Company's net interest spread will be lower than in the prior two years. The level of the Company's nonaccruing loans over 90 days delinquent and foreclosed real estate owned ("REO") has fluctuated from quarter to quarter since the beginning of the national and California economic recession in 1990. Total nonaccruing assets declined from $27,728,000, or 2.15% of total assets, at June 30, 1993, to $21,940,000, or 1.55% of total assets, at December 31, 1993. At March 31, 1994, total nonaccruing loans and REO were $28,929,000, or 1.95% of total assets, with this increase in such nonaccruing assets being S-2 primarily related to the effects of the earthquake which struck the Los Angeles, California area on January 17, 1994. As a result of this earthquake, some of the Company's borrowers are experiencing problems, primarily among the 37+ unit multifamily loan portfolio in Los Angeles County, which was 5.1% of total assets at March 31, 1994. Within this portfolio, approximately $35,000,000 of loans appear to have been adversely impacted and a special earthquake reserve of $4,000,000 was provided in the first quarter of 1994. Such reserve represents the Company's best estimate as of April 21, 1994 of the loss potential resulting from damage or related economic impact, after contacting all of the potentially affected borrowers and making inspections of all such properties. Because of this earthquake, management of the Company expects that the level of loan delinquencies and REO may increase further during 1994. Since September 1992, the Company has maintained an insurance policy to cover a portion of the risk of loss that might result from earthquake damage to properties securing real estate mortgage loans in its loan portfolio. Under a policy extending until August 1994, the Company is self-insuring for the first $12,500,000 of any loss as a result of damage to underlying collateral and the insurance policy covers up to an additional $8,000,000 of loss. In obtaining this insurance coverage, the Company was assisted by an engineering consulting firm which analyzed the location and construction attributes of certain of the properties that secure the Company's loans. As a result of the issuance of convertible subordinated debentures in late 1992, the weighted average number of fully diluted shares outstanding increased 35% for 1993, compared to 1992. The Company reported net income of $12,439,000 for 1993, or $1.33 per fully diluted share, compared to net income of $11,762,000 for 1992, or $1.51 per fully diluted share. Net income for the first quarter of 1994 was $660,000, or $0.08 per share, after the special earthquake reserve which reduced fully diluted earnings per share by approximately $0.24, compared to net income of $2,946,000, or $0.32 per fully diluted share, for the first quarter of 1993. INVESTMENT CONSIDERATIONS The following discussion supplements, and to the extent inconsistent therewith replaces, the discussion entitled "INVESTMENT CONSIDERATIONS--No Public Market for the Debentures" set forth in the accompanying Prospectus, to which description reference is hereby made. No Public Market for the Debentures There is no existing market for the Debentures and there can be no assurance that an active trading market will develop or if a market does develop that it will continue until maturity of the Debentures. The Debentures have been approved for listing on the New York Stock Exchange, (the "NYSE") and the Pacific Stock Exchange. Under NYSE listing requirements, no series of the Debentures will be eligible for trading if the aggregate principal amount of such series of Debentures sold is less than $5 million. Therefore, if less than $5 million in aggregate principal amount of the series of Debentures offered hereby are sold pursuant to this offering, such series will not be traded on the NYSE. If less than $1 million in aggregate principal amount of the series of Debentures offered hereby are sold pursuant to this offering, such series will not be traded on the Pacific Stock Exchange. In any event, the Debentures offered hereby will not be traded on either exchange until completion of the offering and unless First Republic elects to authorize the trading of the Debentures offered hereby on such exchanges. There can be no assurance that First Republic will elect to authorize the trading of the Debentures offered hereby on the NYSE or Pacific Stock Exchange. First Republic is not required to sell any minimum amount of Debentures. S-3 DESCRIPTION OF DEBENTURES The following description of the particular terms of the Debentures offered hereby supplements, and to the extent inconsistent therewith replaces, the description of the general terms and provisions of the Debentures set forth in the accompanying Prospectus, to which description reference is hereby made. Certain terms not defined in this description are defined in the accompanying Prospectus. GENERAL The Debentures offered by this Prospectus Supplement constitute part of a separate series of Debentures issued by First Republic and are being offered pursuant to its Prospectus dated August 5, 1993, of which this Prospectus Supplement is a part and which accompanies this Prospectus Supplement. The Debentures will be unsecured subordinated obligations of First Republic, will be limited to an aggregate principal amount of $9,836,000 (excluding up to $2,000,000 of Debentures that may be sold pursuant to the Underwriter's option to sell additional Debentures on behalf of the Company) and will mature on January 15, 2009. Each Debenture will bear interest from the first day of the month in which it is initially sold (see "Underwriting" in the accompanying Prospectus) at the rate per annum set forth below, payable quarterly on January 15, April 15, July 15 and October 15, of each year, commencing on July 15, 1994 for Debentures sold between May 4, 1994 and June 30, 1994, to the person in whose name the Debenture is registered at the close of business on the last day of the month immediately preceding such Interest Payment Date. The Debentures will bear interest from the first day of the month in which initially sold or from the most recent Interest Payment Date to which interest has been paid or provided for, until July 15, 1999 at the rate per annum shown on the front cover of this Prospectus Supplement, and from July 16, 1999 to July 15, 2004 at a rate per annum equal to the Reference Rate (as defined below) at June 16, 1999, plus 150 basis points, and from July 16, 2004 until the principal thereof is paid or made available for payment at a rate per annum equal to the Reference Rate (as defined below) at June 16, 2004, plus 150 basis points. Notwithstanding the foregoing, the interest rate payable from and after July 16, 1999 shall be no less than 6% and no more than 10%. The "Reference Rate" is the most recently published "Five Year Constant Maturity Treasury Index" of the Federal Reserve Board, or its successor. CERTAIN FEDERAL INCOME TAX CONSEQUENCES The following summary is a general discussion of certain United States federal income tax consequences to purchasers of the Debentures. The summary is based upon laws, regulations, rulings and decisions now in effect, all of which are subject to change. This summary does not discuss all aspects of federal income taxation that may be relevant to a particular investor in light of his or her personal investment circumstances and does not discuss any aspects of state, local or foreign tax laws, as to which purchasers should consult their tax advisors. This discussion is limited to persons who hold Debentures as "capital assets" (generally, property held for investment) within the meaning of section 1221 of the Internal Revenue Code of 1986, as amended (the "Code"), and does not cover special rules applicable to taxpayers who may fall into special classes, such as insurance companies, mutual funds, S corporations, trusts and exempt institutions. Each purchaser should also consult his or her own tax advisor with respect to all issues and consequences in his or her own personal circumstances of the matters discussed below. PAYMENTS OF INTEREST ON THE DEBENTURES Qualified stated interest (as defined below) paid on a Debenture will be taxable to a holder as ordinary interest income at the time it accrues or is received, in accordance with the holder's usual method of accounting for federal income tax purposes. Special original issue discount rules govern the treatment of interest on the Debentures not constituting qualified stated interest and provide holders of debt instruments with an election to include all interest on an instrument, including qualified stated interest, in gross income as such interest accrues under the original issue discount rules. See "--Original Issue Discount." S-4 ORIGINAL ISSUE DISCOUNT On February 2, 1994, the United States Treasury Department adopted final regulations (the "Regulations") dealing with the inclusion of original issue discount by holders of debt instruments such as the Debentures. Prospective purchasers of Debentures should be aware that certain relevant portions of the Regulations may be subject to varying interpretations, some of which may lead to original issue discount on the Debentures in amounts differing from those described below. The amount of original issue discount, if any, for each Debenture is, in general, the excess of its "stated redemption price at maturity" over its "issue price." The issue price for each Debenture will be the first price at which a substantial amount of Debentures are sold. Each Debenture's stated redemption price at maturity is equal to the sum of all payments to be made on the Debenture, other than payments of stated interest which is unconditionally payable at least annually at a single fixed rate ("qualified stated interest"). Under a de minimis rule, if the amount of original issue discount so determined is less than .25% multiplied by the product of the Debentures' stated redemption price at maturity and the number of complete years from their issue date to maturity (i.e., 14 years for Debentures issued during 1994), the amount of original issue discount is deemed to be zero. Although the Debentures technically constitute "variable rate debt instruments" under the Regulations, First Republic believes that all interest paid on the Debentures should constitute qualified stated interest under the Regulations. In that case, the stated redemption price at maturity for each Debenture should equal its stated principal amount. As it is currently expected that a substantial amount of Debentures will initially be sold for an amount equal to their respective stated principal amounts, First Republic accordingly believes that the Debentures will not be issued with original issue discount. No assurances can be given, however, that the Internal Revenue Service ("IRS") will concur in First Republic's determination that the amount of original issue discount for each Debenture is equal to zero. If the Debentures are considered to have been issued with original issue discount, holders of the Debentures should be aware that they may be required to include amounts in gross income for federal income tax purposes in advance of the receipt of cash attributable to such income. In such event, in addition to reporting interest paid on the Debentures, First Republic would report annually to the IRS and to the holders of record of the Debentures, information with respect to original issue discount accruing on such Debentures during the applicable reporting period. Under the Regulations, a holder of a debt instrument may elect to include in gross income all interest that accrues on the instrument (including stated interest, original issue discount, de minimis original issue discount, market discount and de minimis market discount) by using a constant yield method, treating (1) the instrument as issued for the holder's adjusted basis immediately after its acquisition by the holder, (2) the instrument as issued on the holder's acquisition date and (3) none of the interest payments provided for in the instrument as qualified stated interest payments. Such election must be made with respect to a debt instrument in a timely filed federal income tax return for the taxable year in which the instrument is acquired, may be made for a class or group of debt instruments and may be revoked only with the consent of the IRS. SALE, EXCHANGE OR REDEMPTION OF DEBENTURES A holder's tax basis of a Debenture for determining gain or loss on the sale, redemption or other disposition of a Debenture would be increased by any original issue discount previously includable in the holder's gross income. Upon a sale, redemption or other disposition of a Debenture a holder will in general recognize gain or loss equal to the difference between the tax basis of the Debenture and the cash and fair market value of any property received (less any accrued interest or discount which will be taxed as such). Such gain or loss will generally be long-term capital gain or loss if the Debenture is a capital asset in the hands of the holder and has been held for more than one year at the time of disposition. BACKUP WITHHOLDING Under section 3406 of the Code, holders of Debentures who are individual citizens or residents of the United States (or certain unincorporated domestic entities) may be subject to backup withholding with respect S-5 to interest on a Debenture (including original issue discount, if any) and the proceeds of any sale, including any redemption, of Debentures. This withholding applies only to a holder who (i) fails to furnish First Republic, or in certain cases his or her securities broker, with his or her taxpayer identification number, (ii) furnishes First Republic or such broker with an incorrect taxpayer identification number, (iii) is notified by the IRS that he or she has failed to report properly interest or dividends from any source and with respect to whom the IRS has given notice to First Republic, or such broker, to commence backup withholding or (iv) under certain circumstances fails to provide First Republic or his or her securities broker with a certified statement, under penalties of perjury, that he or she has provided a correct taxpayer identification number and is not subject to backup withholding. The withholding rate is 31% of "reportable payments," which include interest (including original issue discount) on the Debentures as well as the gross proceeds of a sale of Debentures. Holders of Debentures should consult their tax advisors as to their qualification for exemption from backup withholding and as to the procedure for obtaining such an exemption. First Republic will cause to be reported to the holders of Debentures and the IRS for each calendar year the amount of interest paid and original issue discount accrued during such year, if any, and the amount of tax withheld, if any, with respect to the same. NONRESIDENT ALIENS Interest and original issue discount, if any, on the Debentures held by nonresident alien individuals or foreign corporations will generally be exempt from United States federal income tax. To obtain such exemption, the Code requires the beneficial owner to submit a statement that he or she is not a United States person, which statement must be filed with the person who would otherwise be responsible for withholding such tax. Temporary regulations issued by the Treasury Department require that statement to be signed by the beneficial owner under penalties of perjury and to provide such owner's address. Interest and original issue discount, if any, on the Debentures may be subject to United States federal income tax if they are effectively connected with the conduct of a trade or business within the United States. There are also special rules for controlled foreign corporations, certain other types of foreign shareholders and foreign partnerships, estates and trusts. Prospective nonresident purchasers should consult their tax advisors with regard to the exemption from United States federal income tax for interest and original issue discount, if any, on the Debentures and the special backup withholding rules and provisions regarding gain from the sale, exchange, redemption or other disposition of Debentures applicable to such purchasers. UNDERWRITING The following discussion supplements, and to the extent inconsistent therewith replaces, the description of the underwriting terms set forth in the accompanying Prospectus, to which description reference is hereby made. Certain terms not defined in this discussion are defined in the accompanying Prospectus. First Republic and the Underwriter have amended the Underwriting Agreement to provide that the Underwriter has been appointed and will act as the exclusive underwriter for the Debentures through December 31, 1994. The Company and the Underwriter may extend the offering period at any time. Closings will be held on or about the fifteenth of each month with respect to Debentures deemed to have been sold during the preceding month and, at the discretion of the Underwriter, for Debentures sold after the last day of the preceding calendar month and on or before five business days prior to the Closing. S-6 NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITER. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE DEBENTURES TO WHICH THEY RELATE, OR AN OFFER IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN AND THEREIN IS CORRECT AT ANY TIME AFTER THE DATE HEREOF AND THEREOF. S-7 [THIS PAGE INTENTIONALLY LEFT BLANK] PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth the expenses in connection with the issuance and distribution of the Securities being registered, other than underwriting discounts and commissions (all amounts are estimated except for the Securities and Exchange Commission registration fee): Registration Fee -- Securities and Exchange Commission.......... $ 5,313 NASD filing fee................................................. 2,200 Blue Sky fees and expenses (including legal fees)............... 10,000 Accounting fees and expenses.................................... 20,000 Legal fees and expenses......................................... 125,000 Cost of printing and engraving.................................. 75,000 Trustee fees.................................................... 10,000 Fees and expenses of Underwriter (including legal fees)......... 95,000 Miscellaneous................................................... 7,487 -------- Total....................................................... $350,000 ========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the General Corporation Law of Delaware permits and the Bylaws of the Registrant authorize the Registrant to indemnify an officer or director of the Registrant, or any wholly owned subsidiary of the Registrant, or any other entity or enterprise that the Board of Directors of the Registrant may designate by resolution, who was or is a party or is threatened to be made a party to any "proceeding" (including a lawsuit) because of his or her position, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Registrant, and authorize the Registrant to advance expenses incurred in defending such a proceeding under certain circumstances. If the officer or director is successful on the merits, the Registrant is authorized to indemnify him or her against all expenses, including attorneys' fees, actually or reasonably incurred by him or her in connection with such proceeding. The Registrant's charter permits the Board of Directors to eliminate or reduce a director's exposure to personal monetary liability for breach of his or her fiduciary duty as a director to the fullest extent permitted by the General Corporation Law of Delaware. The Underwriting Agreement (Exhibit 1.1) provides for indemnification by the Underwriters of the Registrant, including its directors and officers, and by the Registrant of the Underwriters, for certain liabilities, including liabilities arising under the Act. ITEM 16. EXHIBITS. The following exhibits are filed as part of this Registration Statement:
1.1 Form of Underwriting Agreement.* 1.1.1 Amendment No. 1 to Underwriting Agreement. 1.1.2 Amendment No. 2 to Underwriting Agreement. 4.1 Form of Indenture between First Republic Bancorp Inc. and United States Trust Company of New York, as trustee.* 4.2 Form of Debenture (included in Exhibit 4.1).* 5.1 Opinion of Rogers & Wells.* 12.1 Statement of Computation of Ratio of Earnings to Fixed Charges.* 23.1 Consent of KPMG Peat Marwick.* 23.2 Consent of Rogers & Wells (contained in Exhibit 5.1).* 24.1 Power of Attorney.* 25.1 Statement of Eligibility of Trustee.*
- -------- *Previously filed. II-1 ITEM 17. UNDERTAKINGS. Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. The undersigned registrant hereby undertakes that: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. II-2 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS POST-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SAN FRANCISCO, STATE OF CALIFORNIA, ON THE 3RD DAY OF MAY 1994. First Republic Bancorp Inc. /s/ Willis H. Newton, Jr. By: _________________________________ Willis H. Newton, Jr. Senior Vice President and Chief Financial Officer PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST- EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Roger O. Walther* - ------------------------------------ (Roger O. Walther) Chairman of the Board May 3, 1994 /s/ James H. Herbert, II* - ------------------------------------ (James H. Herbert, II) President, Chief Executive Officer and Director May 3, 1994 /s/ Katherine August* - ------------------------------------ (Katherine August) Executive Vice President and Director May 3, 1994 /s/ Willis H. Newton, Jr. - ------------------------------------ (Willis H. Newton, Jr.) Senior Vice President and May 3, 1994 Chief Financial Officer (Principal Financial Officer) /s/ Linda G. Moulds* - ------------------------------------ (Linda G. Moulds) Vice President, Secretary May 3, 1994 and Controller (Principal Accounting Officer) /s/ Richard M. Cox-Johnson* - ------------------------------------ (Richard M. Cox-Johnson) Director May 3, 1994 /s/ Kenneth W. Dougherty* - ------------------------------------ (Kenneth W. Dougherty) Director May 3, 1994 /s/ Frank J. Fahrenkopf, Jr.* - ------------------------------------ (Frank J. Fahrenkopf, Jr.) Director May 3, 1994 /s/ L. Martin Gibbs* - ------------------------------------ (L. Martin Gibbs) Director May 3, 1994 - ------------------------------------ (James F. Joy) Director May , 1994 /s/ John F. Mangan* - ------------------------------------ (John F. Mangan) Director May 3, 1994 /s/ Barrant V. Merrill* - ------------------------------------ (Barrant V. Merrill) Director May 3, 1994
*By Willis H. Newton, Jr., Attorney-in-fact. II-3 EXHIBIT INDEX
1.1 Form of Underwriting Agreement.* 1.1.1 Amendment No. 1 to Underwriting Agreement. 1.1.2 Amendment No. 2 to Underwriting Agreement. 4.1 Form of Indenture between First Republic Bancorp Inc. and United States Trust Company of New York, as trustee.* 4.2 Form of Debenture (included in Exhibit 4.1).* 5.1 Opinion of Rogers & Wells.* 12.1 Statement of Computation of Ratio of Earnings to Fixed Charges.* 23.1 Consent of KPMG Peat Marwick.* 23.2 Consent of Rogers & Wells (contained in Exhibit 5.1).* 24.1 Power of Attorney.* 25.1 Statement of Eligibility of Trustee.*
- -------- *Previously filed. EX-1.1.1 2 AMEND. 1 TO UA - -------------------------------------------------------------------------------- FIRST REPUBLIC BANCORP, INC. $15,000,000 Subordinated Debentures Due January 15, 2009 AMENDMENT NO. 1 to UNDERWRITING AGREEMENT August 24, 1993 - -------------------------------------------------------------------------------- FIRST REPUBLIC BANCORP, INC. $15,000,000 Subordinated Debentures Due January 15, 2009/1/ AMENDMENT NO. 1 to UNDERWRITING AGREEMENT August 24, 1993 Offerman & Company 621 Lilac Drive North Minneapolis, Minnesota 55422 Ladies and Gentlemen: This Amendment No. 1 to Underwriting Agreement ("Amendment") is made and entered into by and between First Republic Bancorp Inc. ("Company") and you ("Underwriter") to amend that certain Underwriting Agreement ("Agreement"), dated as of August 4, 1993, between the Company and you, relating to the Subordinated Debentures of the Company due January 15, 2009. All capitalized terms herein shall have the meaning set forth in the Agreement. Paragraph 5(b) shall be deleted and replaced in its entirety by the following: (b) Delivery of the Debentures against payment therefor shall be made at 10:00 a.m., New York time, on or before the fifteenth day of each month during the term of this Agreement, or on such other date or dates upon which you and the Company shall agree (such times and dates being herein called the "Closing Dates"), at the offices of the Trustee under the Indenture unless you and the Company agree upon some other place or time, as to (i) Debentures sold (as defined in Section 5(c) hereof) during the preceding calendar month, and (ii) at your discretion, Debentures which have been sold after the last day of the preceding calendar month and on or before five business days prior to the ________________________ /1/ Plus an option to offer and sell up to $2,000,000 additional Debentures. 1 respective Closing Date. In the event that the trade with respect to any Debenture sold during the period specified in clause (ii) of the preceding sentence is not settled prior to the closing on the respective Closing Date, you shall either (A) immediately notify the Company of any resulting change in the amount of Debentures to be delivered against payment therefor on the applicable Closing Date or (B) immediately notify the Company pursuant to Section 4(f)(ii) hereof. If the foregoing expresses our agreement with you with respect to amending the Agreement, kindly confirm by signing the acceptance on the enclosed counterpart hereof and return the same to us, whereupon this letter and your acceptance shall become and constitute a binding agreement between the Company and you, in accordance with its terms. Very truly yours, FIRST REPUBLIC BANCORP INC. By: /s/ Willis H. Newton, Jr. ------------------------------- Its Sr. V.P. and CFO --------------------------- The foregoing Amendment No. 1 to Underwriting Agreement is hereby confirmed and accepted as of the date first above written. OFFERMAN & CO., INC. By: /s/ Scott J. Offerman --------------------------- Its President --------------------------- 2 EX-1.1.2 3 AMEND. 2 TO UA - -------------------------------------------------------------------------------- FIRST REPUBLIC BANCORP, INC. $15,000,000 Subordinated Debentures Due January 15, 2009 AMENDMENT NO. 2 to UNDERWRITING AGREEMENT May 3, 1994 - -------------------------------------------------------------------------------- FIRST REPUBLIC BANCORP, INC. ---------------------------- $15,000,000 Subordinated Debentures Due January 15, 2009/1/ AMENDMENT NO. 2 to UNDERWRITING AGREEMENT May 3, 1994 Offerman & Company 621 Lilac Drive North Minneapolis, Minnesota 55422 Ladies and Gentlemen: This Amendment No. 2 to Underwriting Agreement ("Amendment No. 2") is made and entered into by and between First Republic Bancorp Inc., a Delaware corporation (the "Company"), and you (the "Underwriter") in order to amend that certain Underwriting Agreement (the "Agreement"), dated as of August 4, 1993, between the Company and you, relating to the issuance and sale of the Company's Subordinated Debentures Due January 15, 2009. All capitalized terms used herein without definition shall have the meanings specified in the Agreement. As used in the Agreement, the Amendment No. 1 to Underwriting Agreement dated August 24, 1993 between the Company and the Underwriter and this Amendment No. 2, "Agreement" shall mean the Agreement, as amended hereby and thereby. The Company and the Underwriter hereby agree as follows: 1. Paragraph 4(d) shall be deleted and replaced in its entirety by the following: (d) Your appointment as Underwriter shall be exclusive until December 31, 1994 (and shall not extend beyond the termination, pursuant to paragraph 10, of your appointment as Underwriter). - ------------ /1/ Plus an option to offer and sell up to $2,000,000 additional Debentures. 2. Paragraph 6(c) shall be amended to add the following subparagraph: (iv)(F) Other than post-effective amendments to the Registration Statement filed with the Commission prior to the date hereof, there are no such post-effective amendments which are required to be filed with the Commission and which have not been filed as required; If the foregoing expresses our agreement with you with respect to amending the Agreement, kindly confirm by signing the acceptance on the enclosed counterpart hereof and returning the same to us, whereupon this letter and your acceptance shall become and constitute a binding agreement between the Company and you, in accordance with its terms. Very truly yours, FIRST REPUBLIC BANCORP INC. By /s/ Willis H. Newton, Jr. ------------------------------- Its Sr. V.P. and CFO --------------------------- The foregoing Amendment No. 2 to Underwriting Agreement is hereby confirmed and accepted as of the date first above written. OFFERMAN & CO., INC. By /s/ Scott J. Offerman ------------------------------- Its President --------------------------- -----END PRIVACY-ENHANCED MESSAGE-----