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Madonna Harry D – ‘SC 13D’ on 6/14/96 re: Republic First Bancorp Inc

As of:  Friday, 6/14/96   ·   Accession #:  950115-96-889   ·   File #:  5-39824   ·   Correction:  This Filing was Deleted by the SEC on 4/20/07. ®

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/14/96  Madonna Harry D                   SC 13D                 1:13K  Republic First Bancorp Inc        Global Fin’l Press/FA

General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              6     24K 


Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
3Item 2. Identity and Background
"Item 3. Source and Amount of Funds or Other Consideration
4Item 4. Purpose of the Transaction
5Item 5. Interest in Securities of the Issuer
"Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer
6Item 7. Material to Be Filed as Exhibits
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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 FIRST REPUBLIC BANCORP, INC. (NAME OF ISSUER) COMMON STOCK, $.01 PAR VALUE (TITLE OF CLASS OF SECURITIES) 336157102 (CUSIP NUMBER) Spector, Gadon & Rosen, P.C. Attn: Christopher P. Flannery, Esq. 1700 Market Street Philadelphia, PA 19103 (215) 241-8833 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) June 7, 1996 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / / Check the following box if a fee is being paid with the statement /X/. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 6 Pages
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CUSIP No. 336157102 SCHEDULE 13D PAGE 2 OF 6 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Harry D. Madonna ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 7 SOLE VOTING POWER NUMBER OF SHARES 177,307 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH REPORTING 553 PERSON WITH 9 SOLE DISPOSITIVE POWER 177,307 10 SHARED DISPOSITIVE POWER 553 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 177,860 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 320128101 SCHEDULE 13D PAGE 3 OF 6 PAGES SCHEDULE 13D ITEM 1. SECURITY AND ISSUER This Statement ("Statement") relates to the common stock, par value $.01 per share (the "Common Stock") of First Republic Bancorp, Inc.(formerly, ExecuFirst Bancorp, Inc.) a corporation organized and existing under the laws of the Commonwealth of Pennsylvania (the "Issuer"). The Issuer is a bank holding company whose operating subsidiary is First Republic Bank and which is the Surviving Corporation in the merger of Republic Bancorporation, Inc. and ExecuFirst Bancorp, Inc. The address of the Issuer's principal place of business is 1515 Market Street, Philadelphia, PA 19102. ITEM 2. IDENTITY AND BACKGROUND The person filing this Statement is Harry D. Madonna ("Mr. Madonna" or the "Reporting Person"). Set forth below is certain information with respect to Mr. Madonna. A. Name: Harry D. Madonna B. Address: 5 Clayton Place Newtown Square, PA 19073 C. Mr. Madonna is a partner in the law firm of Blank, Rome, Comisky & McCauley of Philadelphia, Pennsylvania, where he has practiced since 1977. D. Mr. Madonna has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). E. Mr. Madonna has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. F. Mr. Madonna is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Mr. Madonna beneficially owns a total of 177,860 shares of Common Stock (including
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CUSIP No. 320128101 SCHEDULE 13D PAGE 4 OF 6 PAGES Shares issuable upon exercise of currently exercisable options) reported herein in connection with the consummation of the merger between Republic and ExecuFirst, consisting of the following: 48,719 Shares owned directly (including 553 Shares owned jointly with his spouse); and, 129,141 Shares subject to currently exercisable options. All Shares currently owned by Mr. Madonna were issued in exchange for his shares of Republic pursuant to the Agreement and Plan of Merger between Republic and ExecuFirst. Of the options, options to purchase 44,122 Shares were issued to Mr. Madonna in exchange for options he held to purchase common stock of Republic. In connection with the merger, Mr. Madonna was issued options to purchase 85,019 Shares. Mr. Madonna purchased all of the Republic shares he owned with his personal funds and intends to use his personal funds to exercise the outstanding options. Mr. Madonna purchased his shares of Republic in a series of transactions from the original capitalization of Republic and its predecessor from 1987 until June 5, 1996, at various prices. The aggregate purchase price of the Republic shares held by Mr. Madonna was $163,658 and the aggregate option exercise price for options held by Mr. Madonna is $701,766.14. ITEM 4. PURPOSE OF THE TRANSACTION Mr. Madonna received his Shares and certain Options in exchange for his Republic shares and options, and additional Options as a result of the merger of Republic and ExecuFirst. At the present time, Mr. Madonna has no specific plans or proposals that relate to or would result in any of the following: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer. (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
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CUSIP No. 320128101 SCHEDULE 13D PAGE 5 OF 6 PAGES (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a-b) Beneficial Ownership of Securities of the Issuer: As of the close of business on June 14, 1996, Mr. Madonna directly owns, beneficially and of record, 177,860 shares of Common Stock. Mr. Madonna has sole voting and dispositive power as to 177,307 shares of Common Stock, and shared voting and dispositive power as to 553 shares, which total shares constitute 6.2% of the Issuer's issued and outstanding Common Stock (based on a total of 2,837,003 shares of Common Stock as reported in Amendment No.3 to the Issuer's Registration Statement on Form S-4 filed with the Commission on April 29, 1996). (c) During the past 60 days, Mr. Madonna has effected the following transaction in the securities of Republic exchangeable into Shares of the Issuer or in Shares of the Issuer: (i) On or about June 2, 1996, Mr. Madonna purchased an aggregate total of 2,000 shares of Republic Common Stock (exchanged into 4,040 Issuer Shares) in market transactions at an average sale price of $8.50 per share; (ii) On June 13, 1996, Mr. Madonna purchased 2,000 Shares of the Issuer at a price of $6.50 per share. (d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER No contracts, arrangements, understandings or relationships (legal or otherwise) exist among the Reporting Person and any other person with respect to any securities of the Issuer, including, but not limited to, the transfer or voting of any of such securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
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CUSIP No. 320128101 SCHEDULE 13D PAGE 6 OF 6 PAGES ITEM 7. MATERIAL TO BE FILED AS EXHIBITS NOT APPLICABLE SIGNATURE After reasonable 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. June 14, 1996 --------------------------------- (Date) /s/ Harry D. Madonna ---------------------------------- (Signature) Harry D. Madonna ---------------------------------- (Name/Title) The original statement shall be signed by each person on whose behalf the statement is filed or by his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name of any title of each person who signs the statement shall be typed or printed beneath his signature. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘SC 13D’ Filing    Date First  Last      Other Filings
Changed as of / Deleted on:4/20/07
Filed on:6/14/9656
6/13/965
6/7/9618-K
6/5/964
6/2/965
4/29/965S-4/A
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Filing Submission 0000950115-96-000889   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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