<PAGE> 1
As filed with the Securities and Exchange Commission on July 31, 1997
Registration No. 333-30317
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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REPUBLIC BANCSHARES, INC.
(Exact Name of Registrant as Specified in its Charter)
--------------------
<TABLE>
<S> <C> <C>
FLORIDA 6711 59-3347653
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBERS) IDENTIFICATION NO.)
111 SECOND AVENUE N.E.
ST. PETERSBURG, FL 33701
(813) 823-7300
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
</TABLE>
--------------------
CHRISTOPHER M. HUNTER, ESQ.
GENERAL COUNSEL AND CORPORATE SECRETARY
111 SECOND AVENUE N.E. SUITE 300
ST. PETERSBURG, FL 33701
(813) 823-7300
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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COPIES TO:
<TABLE>
<S> <C>
JOHN A. BUCHMAN, ESQ. JOHN P. GREELEY, ESQ.
HOLLAND & KNIGHT, LLP SMITH, MACKINNON, GREELEY, BOWDOIN & EDWARDS, P.A.
2100 PENNSYLVANIA AVE., NW, STE. 400 255 S. ORANGE AVENUE, CITRUS CENTER, STE. 800
WASHINGTON, DC 20037-3202 ORLANDO, FL 32801
(202) 955-3000 (407) 843-7300
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE
PUBLIC: As soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
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-------
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 SECTION 8(A), SHALL
DETERMINE.
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<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The provisions of the Florida Business Corporation Act (the "FBCA") and
Bancshares' By-Laws (the "By-Laws") set forth the extent to which the
Registrant's directors and officers may be indemnified against liabilities they
may incur while serving in such capacities. The FBCA provisions for
indemnification are summarized below.
Section 607.0850(1) of the FBCA empowers a corporation to indemnify any
person who was or is a party to any proceeding (other than an action by, or in
right of, the corporation), by reason of the fact that he is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
liability incurred in connection with such proceeding, including any appeal
thereof, if he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the corporation and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. This Subsection further provides that the termination of
proceeding by judgment, order, settlement or conviction or upon a plea of nolo
contender or its equivalent shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he reasonably believed to
be in, or not opposed to, the best interests of the corporation or, with respect
to any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
Section 607.0850(2) empowers a corporation to indemnify any person who was
or is a party to any proceeding by or in the right of the corporation to procure
a judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses and amounts paid in settlement not exceeding, in the judgment of the
board of directors, the estimated expense of litigating the proceeding to
conclusion, actually and reasonably incurred in connection with the defense or
settlement of such proceeding, including any appeal thereof. Such
indemnification shall be authorized if such person acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation, except that no indemnification may be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable unless, and only to the extent that, the court in which such proceeding
was brought, or any other court of competent jurisdiction shall determine upon
application that, despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.
Section 607.0850(3) provides that to the extent that a director, officer,
employee or agent of a corporation has been successful on the merits or
otherwise in the defense of any proceeding referred to in the preceding
subparagraphs, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses actually and reasonably incurred by him in
connection therewith.
Section 607.0850(4) provides that any indemnification under subsections (1)
or (2), unless pursuant to a determination by a court, shall be made by the
corporation only as authorized in a specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because the person has met the applicable standard of conduct as
set forth in subsections (1) or (2). Such determination shall be made (a) by the
Board of Directors by a majority vote of a quorum consisting of directors who
are not parties to such proceeding; (b) if such a quorum is not obtaining or,
even if obtainable, by majority vote of a committee duly designated by the board
of directors (in which directors who are parties may participate) consisting
solely of two or more directors who are not at the time parties to the
proceeding; (c) by independent legal counsel selected by the board of directors
described in paragraph (a) or the committee described in paragraph (b), or if a
quorum of the directors cannot be obtained for paragraph (a) and the committee
cannot be designated under paragraph (b), selected by a majority vote of the
full board of directors (in which directors who are parties may participate); or
(d) by the shareholders by a majority vote of a quorum consisting of
shareholders who are not parties to such proceeding or, if no such quorum is
obtainable, by a majority vote of shareholders who were not parties to such
proceeding.
Section 607.0850(5) provides that evaluation of the reasonableness of
expenses and authorization of indemnification shall be made in the same manner
as the determination that indemnification is permissible. However, if the
determination of permissibility is made by independent legal counsel, persons
specified by paragraph 4(c) shall evaluate the reasonableness
<PAGE> 3
of expenses and may authorize indemnification.
Section 607.0850(6) provides that expenses incurred by an officer or
director in defending a civil or criminal proceeding may be paid by the
corporation in advance of the final disposition of such proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if he is ultimately found not to be entitled to indemnification by the
corporation. Expenses incurred by other employees and agents may be paid in
advance upon terms or conditions that the board of directors deems appropriate.
Section 607.0850(7) provides that the indemnification and advancement of
expenses provided pursuant to this section are not exclusive, and the
corporation is empowered to make any other or further indemnification or
advancement of expenses of any of its directors, officers, employees or agents,
under any bylaw, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, unless a judgment or other final
adjudication establishes that such person's actions or omissions to act were
material to the cause of action so adjudicated and constitute (a) a violation of
the criminal law, unless such person had reasonable cause to believe that his
conduct was lawful or had no reasonable cause to believe that his conduct was
unlawful; (b) a transaction from which such person derived an improper personal
benefit; (c) in the case of a director, a circumstance under which the liability
provisions of Section 607.0834 of the FBCA are applicable; or (d) willful
misconduct or a conscious disregard for the best interests of the corporation in
a proceeding by or in the right of the corporation to procure a judgment in its
favor, or in a proceeding by or in the right of a shareholder.
Section 607.0850(8) provides that indemnification and advancement of
expenses shall continue as, unless otherwise provided when authorized or
ratified, to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of such person's heirs, executors and
administrators unless otherwise provided when authorized or ratified.
Section 607.0850(9) provides that unless the corporation's articles of
incorporation provide otherwise, notwithstanding the failure of a corporation to
provide indemnification and despite any contrary determination of the board or
of the shareholders of the specific case, a director, officer, employee or agent
who is or was a party to a proceeding may apply for indemnification or
advancement of expenses, or both, to the court conducting the proceeding, to the
circuit court or to another court of competent jurisdiction. On receipt of an
application, the court, after giving any notice that it considers necessary, may
order indemnification and advancement of expenses, including expenses incurred
in seeking court-ordered indemnification or advancement of expenses, if it
determines that (a) the director, officer, employee or agent is entitled to
mandatory indemnification under subsection (3), in which case the court shall
also order the corporation to pay the director reasonable expenses incurred in
obtaining court-ordered indemnification or advancement or expenses; (b) the
director, officer, employee or agent is entitled to indemnification or
advancement of expenses, or both, by virtue of the exercise by the corporation
of its power pursuant to subsection (7); or (c) the director, officer, employee
or agent is reasonably entitled to indemnification or advancement of expenses,
or both, in view of all the relevant circumstances, regardless of whether such
person meet the standard of conduct set forth in subsection (1), subsection (2)
or subsection (7).
Section 607.0850(12) provides that the corporation is empowered to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or incurred by him in any such capacity or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under the provisions of this
section.
The Registrant maintains an insurance policy insuring the Registrant and
directors and officers of the Registrant against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the "Securities Act").
II-2
<PAGE> 4
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits (See exhibit index immediately preceding the exhibits for the
page number where each exhibit can be found)
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION OF EXHIBITS
<S> <C>
2 Agreement and Plan of Merger, dated as of April 14, 1997, by and
between Bancshares and FFO (included as APPENDIX A to the Joint
Proxy Statement/Prospectus and incorporated by reference herein)
3.1 Amended and Restated Articles of Incorporation of Bancshares
(incorporated by reference from Exhibit 3.1 of Bancshares'
Registration Statement on Form S-4, File No. 33-80895, dated
December 28, 1995).
3.2 By-Laws of Bancshares (incorporated by reference from Exhibit 3.2
of Bancshares Registration Statement on Form S-4, File No.
33-808895, dated December 28, 1995)
4.1 Specimen Common Stock Certificate (Incorporated herein by
reference from Exhibit 4.1 of Registrant's Registration Statement
on Form S-4, File No. 33-808895, dated December 28, 1995)
5 Form of Opinion of Holland & Knight LLP, including consent*
8 Opinion of Holland & Knight LLP regarding federal income tax
matters, including consent
23.1 Consent of Arthur Andersen, LLP*
23.2 Consent of Hacker, Johnson, Cohen, and Grieb*
23.3 Consent of Holland & Knight LLP (included in Exhibit 5)
23.4 Consent of Smith, Mackinnon, Greeley, Bowdoin & Edwards, P.A.*
23.5 Consent of The Carson Medlin Company*
23.6 Consent of Allen C. Ewing & Co.*
24 Powers of Attorney*
99.1 Form of Proxy of Bancshares*
99.2 Form of Proxy of FFO*
</TABLE>
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* Previously filed.
(b) Financial Statement Schedules
Schedules are omitted because they are not required or are not
applicable, or the required information is shown in the financial statements or
notes thereto.
ITEM 22. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act;
II-3
<PAGE> 5
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table.
(iii) 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) provided, however,
that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed the registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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.
(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the Registrant's Articles of Incorporation or
By-Laws, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission (the "Commission") such indemnification
is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
(c) The undersigned registrant hereby undertakes to respond to
requests for information that are incorporated by reference into the prospectus
pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of
receipt of such request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of responding to the request.
(d) The undersigned registrant hereby undertakes to supply by
means of a post-effective amendment all information concerning a transaction,
and Bancshares being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Amendment No. 2 to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of St.
Petersburg, State of Florida, on July 30, 1997.
REPUBLIC BANCSHARES, INC.
By: /s/ JOHN W. SAPANSKI
------------------------------
John W. Sapanski
Chairman and
Chief Executive Officer
Date: July 30, 1997
II-5
<PAGE> 7
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment to Registration Statement has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
SIGNATURE DATE TITLE
- --------- ---- -----
<S> <C> <C>
/s/John W. Sapanski July 30, 1997 Chairman, Chief Executive
- ------------------------------- Officer and Director (principal
John W. Sapanski executive officer)
/s/William R. Falzone July 30, 1997 Treasurer (principal financial
- ------------------------------- and accounting officer)
William R. Falzone
/s/Fred Hemmer July 30, 1997 Director
- -------------------------------
Fred Hemmer
/s/Marla Hough July 30, 1997 Director
- -------------------------------
Marla Hough
/s/William R. Hough July 30, 1997 Director
- -------------------------------
William R. Hough
/s/Alfred T. May July 30, 1997 Director
- -------------------------------
Alfred T. May
/s/William J. Morrison July 30, 1997 Director
- -------------------------------
William J. Morrison
</TABLE>
II-6
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------------- ------------------------------------------------------------
<S> <C>
2 -- Agreement and Plan of Merger, dated as of April 14, 1997,
by and between Bancshares and FFO (included as APPENDIX A to
the Joint Proxy Statement/Prospectus and incorporated by
reference herein).
3.1 -- Amended and Restated Articles of Incorporation of Bancshares
(incorporated by reference from Exhibit 3.1 of Bancshares'
Registration Statement on Form S-4, File No. 33-80895, dated
December 28, 1995).
3.2 -- Bylaws of Bancshares (incorporated by reference from Exhibit
3.2 of Bancshares' Registration Statement on Form S-4,
File No. 33-808895, dated December 28, 1995).
4.1 -- Specimen Common Stock Certificate (incorporated herein by
reference from Exhibit 4.1 of Registrant's Registration
Statement on Form S-4, File No. 33-808895, dated December 28,
1995).
5 -- Form of Opinion of Holland & Knight LLP, including consent.*
8 -- Opinion of Holland & Knight LLP regarding federal income tax
matters, including consent
23.1 -- Consent of Arthur Andersen, LLP.*
23.2 -- Consent of Hacker, Johnson, Cohen, and Grieb.*
23.3 -- Consent of Holland & Knight LLP (included in Exhibit 5).
23.4 -- Consent of Smith, Mackinnon, Greeley, Bowdoin & Edwards, P.A.*
23.5 -- Consent of The Carson Medlin Company*
23.6 -- Consent of Allen C. Ewing & Co.*
24 -- Powers of Attorney.*
99.1 -- Form of Proxy of Bancshares.*
99.2 -- Form of Proxy of FFO.*
</TABLE>
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* Previously filed.
<PAGE> 1
EXHIBIT 8
[FORM OF TAX OPINION TO BE PROVIDED BY HOLLAND & KNIGHT LLP]
Republic Bancshares, Inc.
111 Second Avenue, N.E.
Suite 300
St. Petersburg, FL 33701
Re: Proposed Merger of F.F.O. Financial Group, Inc. with and
into Republic Bancshares, Inc.
Ladies and Gentlemen:
We have acted as special tax counsel to Republic Bancshares, Inc.
("Republic"), a corporation organized and existing under the laws of the State
of Florida, in connection with the federal income tax consequences of proposed
merger of F.F.O. Financial Group, Inc. ("FFO"), a corporation organized and
existing under the laws of the State of Florida, with and into Republic (the
"Merger"). The Merger will be effected pursuant to an Agreement and Plan of
Merger, dated as of April 14, 1997, by and between FFO and Republic
(the "Agreement").
In rendering this opinion, we have examined (i) the Internal Revenue
Code of 1986, as amended (the "Code"), and Treasury Regulations, (ii) the
legislative history of applicable sections of the Code, and (iii) appropriate
Internal Revenue Service and court decisional authority. In addition, we have
relied upon certain information made known to us as more fully described below.
All capitalized terms used herein without definition shall have the respective
meanings specified in the Agreement, and unless otherwise specified, all
section references herein are to the Code.
INFORMATION RELIED UPON
<PAGE> 2
REPUBLIC BANCSHARES, INC.
1997
Page 2
In rendering the opinions expressed herein, we have examined such
documents as we have deemed appropriate, including:
(1) the Agreement;
(2) The Registration Statement on Form S-4 filed by Republic (the
"Registration Statement") with the Securities and Exchange Commission under
the Securities Act of 1933, on June 27, 1997 July 30, 1997, and July 31, 1997
including the Joint Proxy Statement/Prospectus for the Special Meetings of the
Shareholders of Republic and FFO (the "Proxy Statement/Prospectus"); and
(3) such additional documents as we have considered relevant.
In our examination of such documents, we have assumed, with your
consent, that all documents submitted to us as photocopies faithfully reproduce
the originals thereof, that such originals are authentic, that all such
documents have been or will be duly executed to the extent required, and that
all statements set forth in such documents are accurate.
We have also obtained such additional information and representations
as we have deemed relevant and necessary through consultation with various
officers and representatives of Republic and FFO and through certificates
provided by the management of Republic and the management of FFO.
The following will occur pursuant to the Agreement:
(1) Subject to the terms and conditions of the Agreement, at the
Effective Time, FFO shall be merged with and into Republic in accordance with
the provisions of, and with the effect provided in, Sections 607.1101,
607.1103, 607.1105, 607.1106 and 607.1107 of the FBCA. Republic shall be the
Surviving Corporation resulting from the Merger and shall continue to be a
corporation organized and existing under the Florida Business Corporation Act
(the "FBCA"). The Merger shall be consummated pursuant to the terms of the
Agreement, which has been approved and adopted by the respective Boards of
Directors of FFO and Republic.
(2) Subject to the provisions of Article 3 of the Agreement, at the
Effective Time, by virtue of the Merger and without any action on the part of
Republic, FFO, or the shareholders of either of the foregoing, the shares of
the constituent corporations shall be converted as follows:
<PAGE> 3
REPUBLIC BANCSHARES, INC.
1997
Page 3
(a) Each share of capital stock of Republic issued and outstanding
immediately prior to the Effective Time shall remain issued and
outstanding from and after the Effective Time.
(b) Each share of FFO Common Stock, excluding shares held by any
Republic Entity or any FFO Entity, in each case other than in a
fiduciary capacity or as a result of debts previously contracted, and
excluding shares held by shareholders who perfect their statutory
dissenters' rights as provided in Section 3.5 of the Agreement, issued
and outstanding immediately prior to the Effective Time shall cease to
be outstanding and shall be converted into and exchanged for the right
to receive 0.29 of a share of Republic Common Stock (the "Exchange
Ratio"); provided that, in the event that the product of the Exchange
Ratio and the Market Value (as defined in the Agreement) of Republic
Common Stock is less than $4.10, then the Exchange Ratio will be
increased to maintain such product at $4.10; provided, however, that in
no event will the Exchange Ratio be greater than 0.30.
(c) Each issued and outstanding option to purchase FFO Common Stock
shall be converted into and exchanged for an option to purchase shares
of Republic Common Stock based upon the Exchange Ratio.
(d) Each of the shares of FFO Common Stock held by any FFO Entity or
any Bancshares Entity, in each case other than in a fiduciary capacity
or as a result of debts previously contracted, shall be canceled and
retired at the Effective Time and no consideration shall be issued in
exchange therefor.
(3) Any holder of shares of FFO Common Stock who perfects his
dissenters' rights in accordance with and as contemplated by Section 607.1301
et seq. of the FBCA shall be entitled to receive the value of such shares in
cash as determined pursuant to such provision of Law.
(4) Notwithstanding any other provision of the Agreement, each holder
of shares of FFO Common Stock exchanged pursuant to the Merger who would
otherwise have been entitled to receive a fraction of a share of Republic
Common Stock (after taking into account all certificates delivered by such
holder) shall receive, in lieu thereof, cash (without interest) in an amount
equal to such fractional part of a share of Republic Common Stock multiplied
by the Market Value. No such holder will be entitled to dividends, voting
rights, or any other rights as a shareholder in respect of any fractional
shares.
In addition, we understand that, following the Effective Time, First
Federal Savings and Loan Association of Osceola County will be merged with and
into Republic
<PAGE> 4
Republic Bancshares, Inc.
1997
Page 4
Bank, which financial institutions are presently wholly-owned subsidiaries of
FFO and Republic, respectively.
With your consent, we have also assumed that the following statements
are true on the date hereof and will be true on the date the proposed
transaction is consummated:
(1) The fair market value of the Republic Common Stock and other
consideration received in the aggregate by the shareholders of FFO will be
approximately equal to the fair market value of the FFO Common Stock
surrendered in exchange therefor.
(2) There is no plan or intention on the part of the shareholders
of FFO who own five percent (5%) or more of FFO Common Stock, and to the best
of the knowledge of the management of FFO, there is no plan or intention on the
part of the remaining shareholders of FFO to sell, exchange, or otherwise
dispose of a number of shares of Republic Common Stock to be received in the
proposed transaction that would reduce their holdings in Republic Common Stock
received to a number of shares having, in the aggregate, a value as of the
Effective Time of less than fifty percent (50%) of the total value of all shares
of FFO Common Stock outstanding immediately prior to the Effective Time. For
purposes of this assumption, shares of FFO Common Stock exchanged for cash or
other property, surrendered by dissenters or exchanged for cash in lieu of
fractional shares of Republic Common Stock held by FFO shareholders and
otherwise sold, redeemed, or disposed of prior or subsequent to the transaction
will be considered in making this assumption.
(3) Republic has no plan or intention to redeem or otherwise
reacquire any shares of Republic Common Stock issued in the Merger.
(4) Republic has no plan or intention to dispose of any of the
assets of FFO acquired in the transaction, except for the dispositions made in
the ordinary course of business or transfers to a corporation controlled by
Republic. For purposes of this paragraph, control means the ownership of stock
possessing at least eighty percent (80%) of the total combined voting power of
all classes of stock entitled to vote and at least eighty percent (80%) of the
total number of shares of all other classes of stock of the corporation.
(5) The liabilities of FFO assumed by Republic and the liabilities
to which the transferred assets of FFO are subject were incurred by FFO in the
ordinary course of its business.
<PAGE> 5
Republic Bancshares, Inc.
1997
Page 5
(6) Following the transaction, Republic will continue the historic
business of FFO or use a significant portion of FFO's historic business assets
in a business.
(7) Republic, FFO and the shareholders of FFO will pay their
respective expenses, if any, incurred in connection with the transaction, except
that each of Republic and FFO shall bear and pay one-half of the printing costs
incurred in connection with the printing of the Registration Statement and the
Joint Proxy Statement.
(8) There is no intercorporate indebtedness existing between FFO and
Republic that was issued, acquired, or will be settled at a discount.
(9) FFO is not under the jurisdiction of a court in a case under Title
11 of the United States Code or a receivership, foreclosure, or similar
proceeding in a federal or state court.
(10) Both the fair market value and the total adjusted basis of the
assets of FFO transferred to Republic will equal or exceed the sum of the
liabilities assumed by Republic plus the amount of the liabilities, if any, to
which the transferred assets are subject.
(11) The payment of cash to FFO shareholders in lieu of fractional
shares of Republic Common Stock is solely for the purpose of avoiding the
expense and inconvenience to Republic of issuing fractional shares and does not
represent separately bargained for consideration. The total cash consideration
that will be paid in the transaction to the FFO shareholders instead of issuing
fractional shares of Republic Common Stock will not exceed one percent (1%) of
the total consideration that will be issued in the transaction to the FFO
shareholders in exchange for their shares of FFO Common Stock. The fractional
share interests of each FFO shareholder will be aggregated, and no FFO
shareholder will receive cash in an amount equal to or greater than the value of
one full share of Republic Common Stock.
(12) None of the compensation received by any shareholder-employees of
FFO will be separate consideration for, or allocable to, any of their shares of
FFO Common Stock; none of the shares of Republic Common Stock received by any
shareholder-employees will be separate consideration for, or allocable to, any
employment agreement; and the compensation paid to any shareholder-employees
will be for services actually rendered and will be commensurate with amounts
paid to third parties bargaining at arm's length for similar services.
(13) At all times during the five-year period ending on the Effective
Date of the Merger, the fair market value of all of FFO's United States real
property interests
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Republic Bancshares, Inc.
1997
Page 6
was and will have been less than fifty percent (50%) of the fair market value
of the total of (a) its United States real property interests, (b) its interests
in real property located outside the United States, and (c) its other assets
used or held for use in a trade or business. For purposes of the preceding
sentence, (i) United States real property interests include all interests
(other than an interest solely as property interests include all interests
(other than an interest solely as a creditor) in real property and associated
personal property (such as movable walls and furnishings) located in the
United States or the Virgin Islands and interests in any corporation (other
than a controlled corporation) owning any United States real property interest,
(ii) FFO is treated as owning its proportionate share (based on the relative
fair market value of its ownership interest to all ownership interests) of the
assets owned by any controlled corporation or any partnership, trust, or estate
in which FFO is a partner or beneficiary, and (iii) any such entity in turn is
treated as owning its proportionate share of the assets owned by any controlled
corporation or any partnership, trust, or estate in which "controlled
corporation" means any corporation at least fifty percent (50%) of the fair
market value of the stock of which is owned by FFO, in the case of a first-tier
subsidiary of FFO or by a controlled corporation, in the case of a lower-
tiered subsidiary.
(14) Neither Republic nor FFO is an investment company as defined in
Code Section 368(a)(2)(F).
(15) The Agreement represents the entire understanding of FFO and
Republic with respect to the Merger.
OPINIONS
Based solely on the information submitted and the representations set
forth above and assuming that the Merger will take place as described in the
Agreement and in accordance with the FBCA and that the representations made by
Republic and FFO (including the representation that FFO shareholders will
maintain sufficient equity ownership interests in Republic after the Merger)
are true correct at the time of the consummation of the Merger, we are of the
opinion that:
(1) The Merger will constitute a reorganization within the meaning of
Section 368(a) of the Code.
(2) No gain or loss will be recognized by Republic or FFO as a result
of the Merger.
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Republic Bancshares, Inc.
1997
Page 7
(3) No gain or loss will be recognized to the FFO shareholders upon
the receipt of Republic Common Stock solely in exchange for their
shares of FFO Common Stock.
(4) The basis of the Republic Common Stock to be received by FFO
shareholders will be the same as the basis of the FFO Common Stock
surrendered in the exchange, less any basis attributable to
fractional shares of Republic Stock settled by cash payment.
(5) The holding period of the Republic Common Stock to be received by
FFO shareholders will include the holding period of the FFO Common
Stock surrendered in exchange therefor, provided that the FFO Common
Stock was held as a capital asset on the date of the exchange.
(6) The payment of cash to a FFO shareholder in lieu of issuing a
fractional share interest in Republic will be treated for federal
income tax purposes as if the factional share was distributed as part
of the exchange and then was redeemed by Republic. This cash payment
will be treated as having been received as a distribution in full
payment in exchange for the stock redeemed as provided in Section
301(a) of the Code. Generally, any gain or loss recognized upon
such exchange will be capital gain or loss, provided the fractional
share would constitute a capital asset in the hands of the exchanging
shareholder.
(7) The payment of cash in respect of shares of FFO Common Stock as
to which dissenters' rights are perfected will be treated as
distributions in fully payment in exchange for such shares of
FFO Common Stock. Generally, any gain or loss recognized upon such
exchange will be capital gain or loss, provided the shares of FFO
Common Stock constitute a capital asset in the hands of the
exchanging shareholder.
The opinions express herein are based upon existing statutory,
regulatory, and judicial authority, any of which may be changed at any time
with retroactive effect. In addition, our opinions are based solely on the
documents that we have examined, the additional information that we have
obtained, and the statements set out herein, which we have assumed and you have
confirmed to be true on the date hereof and will be true on the date on which
the proposed transaction is consummated. Our opinions are limited to the
federal income tax matters specifically covered thereby and are qualified and
limited to the same extend specified in the Proxy Statement/Prospectus under the
caption "Description of Merger--Certain Federal Income Tax Consequences of the
Merger", and we have not been asked to address, nor have we addressed, any other
tax consequences of the proposed transaction, including for example
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Republic Bancshares, Inc.
1997
Page 8
intercompany transactions, accounting methods, or changes in accounting methods
resulting from the Merger.
We consent to use of this opinion and to the references made to the
firm under the caption "Description of the Transaction -- Certain Federal
Income Tax Consequences of the Merger" in the Joint Proxy Statement/Prospectus
constituting part of the Registration Statement on Form S-4 of Republic.
Very truly yours,
HOLLAND & KNIGHT LLP
By:
---------------------------
Bernard A. Barton, Jr.
JAB/iy
