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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) October 4, 1999
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REPUBLIC BANCSHARES, INC.
(Exact Name of registrant as specified in its charter)
Florida 0-27652 59-1463900
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) identification No.)
111 Second Avenue N.E.
St. Petersburg, FL 33701
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(Address of principal executive offices)
Registrant's telephone number, including area code (727) 823-7300
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On September 24, 1999, the Company announced that it had (i) completed
a private placement of $15.0 million of Subordinated Debt; (ii)
refinanced its $7.0 million of debt to its directors; (iii) completed
the sale of the Georgia office of its thrift subsidiary, subsequently
dissolving its thrift subsidiary; and (iv) paid down the principal
amount of its $25.0 million loan from SunTrust Bank, N.A. by $15.0
million.
The content of the report is comprised of the press release text
relating to this matter included in this filing as Exhibit 99.
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.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
99. Press release dated September 24, 1999.
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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: September 24, 1999 By: /s/ William R. Falzone
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William R. Falzone
Treasurer
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REPUBLIC BANCSHARES, INC.
PRESS RELEASE
Date: September 24, 1999
Contact: Alfred T. May, President and CEO (ext. 3341) or
William R. Falzone, Chief Financial Officer (ext. 3396)
(727) 823-7300
FOR IMMEDIATE RELEASE
St. Petersburg, Florida (September 24, 1999) -- Republic Bancshares Inc. (the
"Company", Nasdaq: REPB) today announced that it had completed a private
placement to accredited investors of $15.0 million of its 7.0% convertible
subordinated debentures (the "Debentures"). Each $1,000 principal amount of the
Debentures are convertible at any time into 55.55556 shares of the Company's
$2.00 par value common stock. A substantial portion of the Debentures was
purchased by Rainbow Partners, LLP, an entity managed by Keefe Managers, Inc.,
a New York-based fund management organization specializing in financial
institution securities. The resulting conversion price of $18.00 per share
represents a premium of approximately 22% over the $14.75 September 22, 1999
closing price of the Company's common stock on the Nasdaq National Market. The
Company also announced that it had paid down the principal amount of its $25.0
million loan from SunTrust Bank, N.A. by $15 million to a balance of $10
million and had refinanced its $7.0 million of debt to its directors, as
described below.
Approximately $4.2 million of the Debentures were issued to the Company's
directors in exchange for an equal amount of the pre-existing debt, with the
balance of the Debentures being sold to third-party accredited investors. The
$10.5 million of net proceeds from sale of the Debentures, after deducting
offering costs, were used to repay principal on the SunTrust loan. In
connection with the paydown, SunTrust agreed to extend the remaining portion of
its loan to the Company through March 31, 2001.
The $2.8 million balance of the $7.0 million debt to directors not converted
into the Debentures was exchanged for an equal principal amount of
non-convertible subordinated debt. Both the Debentures and the non-convertible
subordinated debentures issued by the Company will qualify as Tier 2 capital
under the applicable regulatory capital guidelines.
In other developments, the Company announced that Mr. William R. Hough, a
director and the Company's principal shareholder, had been elected Chairman of
the Board of the Company. Also, the Company sold the Brunswick, Georgia office
of its thrift subsidiary, Republic Bank, FSB (the "Savings Bank"), to Sapelo
National Bank. The Savings Bank was thereafter dissolved and all of its cash
and other remaining assets have been distributed to the Company.
The common stock of the Company is traded on the Nasdaq National Market under
the trading symbol "REPB."
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.
