REPUBLIC BANCSHARES INC
8-K, 1998-11-24
STATE COMMERCIAL BANKS
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                       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)     November 23, 1998 
                                                -------------------------------






                            REPUBLIC BANCSHARES, INC.
             (Exact Name of registrant as specified in its charter)


         Florida                     0-27652                59-1463900
- ----------------------------      ------------          -------------------
(State or other jurisdiction      (Commission             (IRS Employer
     of incorporation)            File Number)          identification No.)

                             111 Second Avenue N.E.
                            St. Petersburg, FL 33701
                    (Address of principal executive offices)

        Registrant's telephone number, including area code (813) 823-7300
                                                          ----------------

          -------------------------------------------------------------
          (Former name or former address, if changed since last report)


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ITEM 5.  OTHER EVENTS

         On November 23, 1998, the Company announced a projected operating loss
         for the fourth quarter of 1998 in the expected range of $10 million to
         $13 million. Statements in this release may constitute forward-looking
         statements that are based on the current beliefs and expectations of
         the Company's management, as well as assumptions made by, and
         information currently available to, the Company's management.
         Forward-looking statements are based largely on expectations and are
         subject to a number of risks and uncertainties including but not
         limited to economic, competitive and other factors affecting the
         Company and its operations. The content of the report is comprised of
         the press release text relating to this matter.

                  In recent months, conditions in the U.S. financial markets
                  changed dramatically. Turmoil in financial markets,
                  particularly the High LTV Loan and subprime mortgage loan
                  segments, reduced liquidity levels in the asset-backed
                  securities markets significantly which in turn adversely
                  affected the volume and pricing of mortgage loans in the
                  secondary markets. The normal conduits for sale and/or
                  securitization by Republic Bancshares, Inc. (the "Company") of
                  its High LTV Loans and subprime first mortgage loans became
                  unavailable due to the liquidity problems in the financial
                  markets. Rather than dispose of these assets at distress
                  prices resulting from the illiquid market, the Company elected
                  to forego sales or securitizations of its High LTV and
                  subprime loans and transfer those loans into portfolio.

                  On November 13, 1998, the Company announced in its Form 10-Q
                  quarterly report filed with the Securities and Exchange
                  Commission that it was likely that the Company would incur an
                  operating loss in the fourth quarter of 1998 because revenues
                  from loan sales would not be sufficient to cover the expense
                  levels from its mortgage banking division.

                  Today the Company announced that the amount of its projected
                  operating loss for the fourth quarter of 1998 is expected to
                  be in the range of $10 million to $13 million or $0.96 to
                  $1.26 per share (basic, including the effect of fourth quarter
                  merger activity), based on information currently available. In
                  addition to an operating loss from mortgage operations caused
                  by the lack of sales and/or securitizations of loans and the
                  high marketing costs, the other causes of the Company's
                  projected loss include additional allowances for loan losses
                  which the Company is providing for loans transferred from the
                  held for sale category to the portfolio category, increased
                  amortization of mortgage servicing assets, and merger
                  expenses.
<PAGE>   3

                  Accordingly, the Company is undertaking a reorganization of
                  its mortgage banking activities to re-direct its efforts
                  towards first lien products. This reorganization is expected
                  to be completed during the first quarter of 1999.

                  The Company projects that its results of operations for the
                  full year of 1998 will reflect an operating loss in the range
                  of $1 million to $4 million or $0.11 to $0.43 per share
                  (basic, prior periods restated for fourth quarter merger
                  activity). The company cautioned that its projection of
                  results of operations was based on certain assumptions
                  regarding its fourth quarter activities. Should those
                  underlying assumptions change, the Company's fourth quarter
                  projection could be materially affected.





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                                   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.


                                            REPUBLIC BANCSHARES, INC.
                                                (Registrant)

Date:    November 23, 1998                  By :    /s/William R. Falzone
      -----------------------                   -------------------------------
                                                          Treasurer 
                                                -------------------------------




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