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 Act of 1934
Date of Report: July 26, 1996
-----------------------------
REPUBLIC SECURITY FINANCIAL CORPORATION
---------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 0-14671 59-2335075
- - --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4400 Congress Avenue, West Palm Beach, FL 33407
-----------------------------------------------
(Address of principal executive offices)(Zip Code)
(561) 840-1200
--------------
Registrant's telephone number, including area code)
<PAGE>
Item 5. Redemption of 7.5% Cumulative Convertible Preferred Stock, Series "A"
On June 21, 1996, Republic Security Financial Corporation (the "Company")
called the Company's 7.5% Cumulative Convertible Preferred Stock Series A (the
"Preferred Stock") for redemption on July 26, 1996 ('Redemption Date"). The
Preferred Stock will be due and payable and cease to accrue dividends on that
date, and upon surrender of the stock certificates for redemption, the Holder
will be entitled to receive the redemption price of $10 per share, or
alternatively, the Holder can surrender each of their shares of Preferred Stock
for conversion into 2.47 shares of the Company's common stock.
At June 30, 1996, 378,000 shares of the Company's Preferred Stock Series A
were outstanding which would result in the issuance of 993,660 shares of the
Company's Common Stock if all Preferred shares are converted.
Exhibits:
a. Republic Security Financial Corporation Press Release advising calling
of stock for redemption
b. Letter from President and Chief Executive officer to the Holders of
Republic Security Financial Corporation 7.5% Cumulative Convertible
Preferred Stock, Series A regarding Notice of Redemption
c. Notice of Redemption
1
<PAGE>
EXHIBIT A
For Further Information call:
Carla Pollard, Controller
(407) 863-2554
News Release
For: Republic Security Financial Corporation
West Palm Beach, Florida, 33407
REPUBLIC SECURITY FINANCIAL CORPORATION CALLS
7.5% CUMULATIVE CONVERTIBLE PREFERRED STOCK SERIES A
================================================================================
WEST PALM BEACH, FLORIDA, June 21, 1996 - Republic Security Financial
Corporation (the "Company") announced today that it has called the Company's
7.5% Cumulative Convertible Preferred Stock Series A (the "Preferred Stock") for
redemption on July 26, 1996. The Preferred Stock will be due and payable and
ceases to accrue dividends on that date, and upon surrender of the stock
certificates for redemption, the Holder will be entitled to receive the
redemption price of $10 per share.
Alternatively, prior to July 26, 1996, Holders can surrender each of
their shares of Preferred Stock for conversion into 2.47 shares of the Company's
common stock. As the adjusted per share conversion price of $4.05 is
significantly less than the current market price of the Company's common stock
(yesterday's closing quoted bid and ask prices for RSFC's common stock were
$5.75 and $6.00), it is expected that most of the Holders will find it
advantageous to exercise their conversion option and receive stock, instead of
having the Preferred Stock redeemed for cash.
NASDAQ Symbols: Common - RSFC
Series A Preferred - RSFCP
Series C Preferred - RSFCO
2
<PAGE>
EXHIBIT B
June 21, 1996
TO THE HOLDERS OF REPUBLIC
SECURITY FINANCIAL CORPORATION
7.5% CUMULATIVE CONVERTIBLE
PREFERRED STOCK, SERIES A:
Enclosed is a Notice of Redemption relating to your 7.5% Cumulative Convertible
Preferred Stock, Series A (the "Preferred Stock"). The Notice of Redemption
advises you that Republic Security Financial Corporation (the "Company") has
called the Preferred Stock for redemption on July 26, 1996, that the Preferred
Stock is due and payable and ceases to accrue dividends on that date, and that,
upon surrender of your certificates for redemption to American Stock Transfer
and Trust Company at the address provided, you will be entitled to receive the
redemption price of $10 per share, plus accrued and unpaid dividends up to the
Redemption Date.
ALTERNATIVELY, PRIOR TO JULY 26, 1996, YOU CAN CONVERT YOUR PREFERRED STOCK INTO
THE COMPANY'S COMMON STOCK. EACH SHARE OF PREFERRED STOCK MAY BE CONVERTED IN TO
2.47 SHARES OF COMMON STOCK. AS THE ADJUSTED PER SHARE CONVERSION PRICE IS
SIGNIFICANTLY LESS THAN THE CURRENT MARKET PRICE OF THE COMPANY'S COMMON STOCK,
WE EXPECT THAT MOST OF YOU WILL FIND IT ADVANTAGEOUS TO EXERCISE YOUR STOCK
CONVERSION OPTION AND RECEIVE THE COMPANY'S COMMON STOCK, INSTEAD OF HAVING YOUR
PREFERRED STOCK REDEEMED FOR CASH.
The method of delivery of your Stock to American Stock Transfer and Trust
Company at the address provided in the enclosed notice is at your option and
risk. If you choose to deliver by mail, the Company recommends that you use
registered mail. If you have any questions regarding the redemption of the
Preferred Stock, please contact American Stock Transfer and Trust Company at 1
(800) 937-5449.
Sincerely,
Rudy Schupp
President & Chief Executive Officer
RES:kab
3
<PAGE>
EXHIBIT C
NOTICE OF REDEMPTION
TO THE HOLDERS OF
REPUBLIC SECURITY FINANCIAL CORPORATION
7.5% CUMULATIVE CONVERTIBLE PREFERRED, SERIES A
CUSIP NO. 760 758 20 1
NOTICE IS HEREBY GIVEN, pursuant to the designations of the 7.5% Cumulative
Convertible Preferred Stock, Series A, (the "Series A Preferred Stock") as
contained in the Articles of Incorporation as amended (the "Articles") that all
of the shares of the Republic Security Financial Corporation, (the "Company")
Series A Preferred Stock are hereby called for redemption by the Company on July
26, 1996 (the "Redemption Date") and the Series A Preferred Stock shall be due
and payable on that date. The Series A Preferred Stock will be redeemed at a
redemption price of $10 per share (the "Redemption Price"), plus accrued and
unpaid dividends to the Redemption Date.
Under the terms of the Articles, holders of the Series A Preferred Stock may,
prior to the Redemption Date, elect to convert each of their shares of Series A
Preferred Stock into 2.47 shares of the Company's common stock at an adjusted
price of $4.05 per share (the quoted prices for the Company's common stock on
June 20, 1996 were $5.75 bid and $6.00 ask).
Payment of the Redemption Price or exchange of shares will be made upon
presentation and surrender of the certificates representing the Series A
Preferred Stock at American Stock Transfer and Trust Company, by mail, or in
person, at 40 Wall Street, New York, NY 10005. A holder electing to convert to
shares of the Company's common stock, as described above, must deliver a
properly completed and executed Election to Convert form and must surrender the
corresponding stock certificate to American Stock Transfer and Trust Company
prior to the Redemption Date. Dividends on the Series A Preferred Stock shall
cease to accrue on the Redemption Date.
Under the Interest and Dividend Tax Compliance Act of 1983, we may be required
to withhold 31% of any gross payments made within the United States to certain
Holders who fail to provide us with, and certify under penalties of perjury, a
correct taxpayer identifying number (employer identification number or social
security number, as appropriate) or an exemption certificate on or before the
date the securities are presented for payment. Those holders who are required to
provide their correct taxpayer identification number on Internal Revenue Service
Form W-9 and who fail to do so may also be subject to a penalty of $50.
Therefore, please provide the appropriate certification when presenting your
certificates for payment by completing the enclosed Substitute Form W-9.
No representation is made as to the correctness of the CUSIP Number listed
herein or printed on the Stock.
Republic Security Financial Corporation
Dated: June 21, 1996
4
<PAGE>
REPUBLIC SECURITY FINANCIAL CORPORATION
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 thereunto duly authorized.
Republic Security Financial Corporation
(Registrant)
Date: JULY 3, 1996 /s/ Carla H. Pollard
____________ ____________________
Carla H. Pollard
Vice President
Controller
5
