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 of earliest event reported): June 28, 2010
FIRST REPUBLIC PREFERRED CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
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Nevada
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000-33461
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91-1971389
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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111 Pine Street,
San Francisco, CA
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94111
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (415) 392-1400
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a- 12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.03
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Material Modification to Rights of Security Holders.
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As a result of the Transaction described in Item 5.01 below, First Republic Bank (the Parent) replaced Bank of America, National
Association (BANA) as the direct parent and holder of 100% of the common stock of the Registrant. Because the Parent has authorized classes of preferred stock, the automatic exchange feature of the Registrants 10.5% Noncumulative
Perpetual Series A Preferred Stock and 7.25% Noncumulative Perpetual Series D Preferred Stock (the Preferred Stock) were reinstated as of July 1, 2010. In connection with the Transaction, the Registrants board of directors
(the Board) approved and adopted amendments to the Certificates of Designations of the Registrants Preferred Stock (the Certificates of Designations), which amendments were effective immediately following the closing of
the Transaction. The amendments updated references to the new parent company and its primary regulator, updated references to the Advisory Agreement and Master Loan Purchase and Servicing Agreement and made other non-substantive and conforming
changes.
This summary of the amendments to the Certificates of Designations is qualified in its entirety by reference to the actual text of
the Certificates of Designations, as amended, which are attached hereto as Exhibits 3.1 and 3.2 and are incorporated herein by reference.
Item 4.01
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Changes in Registrants Certifying Accountant.
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On July 1, 2010, the audit committee of the board of directors of the Registrant approved the engagement of KPMG LLP (KPMG) as the
Registrants principal independent accountants to audit the Registrants financial statements. KPMG currently serves as the Parents principal independent accountant. Concurrent with this action, the audit committee participated in
and approved the decision to dismiss PricewaterhouseCoopers LLP (PwC) effective July 1, 2010 as the Registrants principal independent registered public accounting firm. PwC became the Registrants independent accountants
when Bank of America Corporation acquired 100% of the Registrants common stock on January 1, 2009.
The audit report of PwC on the
Registrants financial statements, as of and for the fiscal year ended December 31, 2009 did not contain any adverse opinion or disclaimer of opinion, nor was such report qualified or modified as to uncertainty, audit scope or accounting
principles.
During the fiscal year ended December 31, 2009 and the subsequent interim period through July 1, 2010: (1) there
were no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused PwC to make
reference in connection with its audit opinion to the subject matter of the disagreement; and (2) there have been no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).
During the fiscal year ended December 31, 2009 and the subsequent interim period through the date of the engagement of KPMG, the Registrant did not
consult with KPMG regarding any matter requiring disclosure under Item 304(a)(2) of Regulation S-K.
The Registrant provided PwC with a
copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (the SEC). PwC has provided the Registrant with a letter addressed to the SEC stating whether it agrees with the above statements, a
copy of which is filed as Exhibit 16.1 hereto.
Item 5.01
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Changes in Control of Registrant.
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On
October 21, 2009, the Parent (then known as Sequoia Acquisition, Inc.) entered into a Purchase and Sale Agreement among the Parent, Merrill Lynch Bank & Trust Co., F.S.B. and BANA, whereby the Parent agreed to purchase certain assets
and assume certain liabilities related to the business operated through BANAs First Republic Bank division and certain of BANAs subsidiaries, including the Registrant (the Transaction). In connection with the Transaction,
capital was contributed to the Parent by a number of investors led by existing management and including investment funds managed by Colony Capital, LLC and General Atlantic LLC.
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At the closing of the Transaction on July 1, 2010, the Parent acquired 30,538,277 shares of common
stock of the Registrant from BANA, which is 100% of the Registrants outstanding Common Stock. The Parent purchased the common stock of the Registrant at net book value.
Item 5.02
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
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Effective as of the closing of the Transaction on July 1, 2010, the Parent appointed Mr. James P. Conn and
Mr. Charles V. Moore as members of the Registrants Board. Mr. Conn will also be appointed to the audit committee of the Board effective July 1, 2010.
Mr. Conn is retired. He was formerly Chief Investment Officer of Financial Security Assurance, Inc. and Transamerica, Inc. He is a director of Gabelli
Equity Trust, Gabelli Utility Trust, Gabelli Global Multimedia Trust, Gabelli Dividend and Income Trust, Gabelli Global Gold, Natural Resources and Income Trust, Gabelli Global Utility and Income Trust and seven Gabelli open end mutual funds. From
1997 to 2007, Mr. Conn was a director of First Republic Bank.
Mr. Moore is retired. From 2003 to 2009, Mr. Moore was an executive of First
Republic Investment Management, a wholly owned subsidiary of First Republic Bank. From 1977 to 2003, he was president of its predecessor, Trainer, Wortham & Company, Incorporated, investment advisors. From 1997 to 2009, Mr. Moore was a director
of First Republic Bank.
There are no arrangements or understandings between Mr. Conn or Mr. Moore and any other persons pursuant to
which Mr. Conn or Mr. Moore was selected as a director.
As remuneration for their service as directors, Mr. Conn and
Mr. Moore will receive the same annual fee as the other non-executive directors of the Registrant.
The information about transactions
with related persons required by Item 404(a) of Regulation S-K with respect to Mr. Conn and Mr. Moore is not available at this time and will be included in an amendment to this Form 8-K when it is available.
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On June 28, 2010, the Registrant filed a Certificate of Amendment with the Secretary of State of the State of Nevada to permit the Parent to acquire
100% of the outstanding shares of common stock of the Registrant as part of the Transaction described in Item 5.01 above. To ensure that the Registrant remains qualified as a real estate investment trust under the Internal Revenue Code of 1986,
as amended, the Articles of Incorporation, as amended, of the Registrant (the Articles) limit the number of shares of capital stock of the Registrant that may be held by a person, subject to certain exceptions. One exception is if the
person is First Republic, which was previously defined as First Republic Bank, a Nevada state chartered bank. The current amendment changes the definition of First Republic to include successors to the previous
institution, including the Parent, along with other conforming and non-substantive changes. The Certificate of Amendment is attached hereto as Exhibit 3.3 and is incorporated herein by reference.
Amendments made to the Certificates of Designations are described in Item 3.03 above.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits:
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3.1
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Certificate of Designations of the 10.5% Noncumulative Perpetual Series A Preferred Shares, including any amendment thereto.
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3.2
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Certificate of Designations of the 7.25% Noncumulative Perpetual Series D Preferred Shares, including any amendment thereto.
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3.3
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Certificate of Amendment of First Republic Preferred Capital Corporation.
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16.1
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Letter dated July 1, 2010 of PricewaterhouseCoopers LLP to the SEC.
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3
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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F
IRST
R
EPUBLIC
P
REFERRED
C
APITAL
C
ORPORATION
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(Registrant)
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Date: July 2, 2010
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By:
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S
/ W
ILLIS
H.
N
EWTON
, J
R
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Willis H. Newton, Jr.
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Vice President,
Chief Financial Officer
and Director
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(Principal Financial Officer)
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4
EXHIBIT INDEX
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Exhibit
Number
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Description
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3.1
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Certificate of Designations of the 10.5% Noncumulative Perpetual Series A Preferred Shares, including any amendment thereto.
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3.2
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Certificate of Designations of the 7.25% Noncumulative Perpetual Series D Preferred Shares, including any amendment thereto.
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3.3
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Certificate of Amendment of First Republic Preferred Capital Corporation.
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16.1
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Letter dated July 1, 2010 of PricewaterhouseCoopers LLP to the SEC.
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