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): October 29, 1998
Commission file number 0-14671
REPUBLIC SECURITY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Florida 59-2335075
(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4400 Congress Avenue, West Palm Beach, Florida
(Address of principal executive offices)
33407
(Zip Code)
561-840-1200
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 29, 1998, Republic Security Financial Corporation ("RSFC"
or the "Company") acquired First Palm Beach Bancorp, Inc. ("FPBB") in
a stock-for-stock transaction. FPBB's subsidiary, First Bank of
Florida, merged into the Company's wholly owned subsidiary, Republic
Security Bank.
At September 30, 1998, FPBB had assets of approximately $1.8 billion,
loans of $1.3 billion, deposits of $1.2 billion and shareholders'
equity of $128 million, with 53 full service offices in Palm Beach,
Broward, Dade, Martin and Lee counties.
FPBB shareholders received 4.194 shares of RSFC's common stock for
each share of FPBB common stock. As a result, RSFC issued
approximately 21.7 million shares of its common stock for all the
shares of FPBB common stock. The acquisition was accounted for as a
tax-free pooling of interests. Non-recurring costs in connection with
the merger are estimated to be approximately $19 million, net of
taxes.
See Exhibit 99.1.
ITEM 5. OTHER EVENTS.
On October 27, 1998, the shareholders of RSFC, in addition to
approving the acquisition described in Item 2 above, also approved (i)
an amendment to RSFC's Articles of Incorporation increasing the
authorized shares of its common stock, par value $0.01 per share, from
100,000,000 to 500,000,000, increasing the authorized shares of Series
B Junior Participating Preferred Stock from 1,000,000 to 5,000,000 and
deleting the 7% Cumulative Convertible Preferred Stock, Series C,
therefrom; and (ii) an amendment to the Republic Security Financial
Corporation 1997 Performance Incentive Plan (the "Plan") increasing
the number of shares of RSFC Common Stock issuable under the Plan from
2,000,000 shares to 5,000,000 shares.
ITEM 7. EXHIBITS.
Exhibit 99.1 Press release dated October 29, 1998.
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<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:
October 29, 1998 /s/ Carla H. Pollard
Carla H. Pollard
Vice President/Controller
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page
<S> <C> <C>
99.1 Text of press release dated October 29, 1998, issued by Republic Security
Financial Corporation..........................................................................5
</TABLE>
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For Further Information call:
Carla Pollard, Controller
(561) 863-2554
News Release
FOR: REPUBLIC SECURITY FINANCIAL CORPORATION
WEST PALM BEACH, FLORIDA 33407
REPUBLIC SECURITY FINANCIAL CORPORATION'S
ACQUISITION OF
FIRST PALM BEACH BANCORP, INC. COMPLETE
===============================================================================
WEST PALM BEACH, FLORIDA, October 29, 1998 - Republic Security Financial
Corporation ("RSFC"), a West Palm Beach, Florida-based holding company and
parent to Republic Security Bank ("Republic") announced today the acquisition of
First Palm Beach Bancorp, Inc. ("FPBB"), by RSFC was consummated. Shareholders
of both companies approved the transaction on October 27, 1998. FFPB is the
parent company of First Bank of Florida, a $1.8 billion thrift headquartered in
West Palm Beach, Florida with total loans of $1.1 billion, total deposits of
$1.3 billion and total equity of $128 million. With this merger, Republic will
enhance its already strong franchise in Palm Beach, Broward and Dade counties
while expanding Republic's franchise into Martin and Lee counties, producing a
unique franchise in the lucrative Southeast Florida banking market. The largest,
independent community bank headquartered in Florida, Republic Security Bank now
operates 90 branches throughout Palm Beach, Broward, Dade, Martin and Lee
counties. The data conversion of First Bank's system is scheduled in April 1999.
The transaction was accounting for as a pooling of interests and RSFC
issued approximately 21.7 million shares of its common stock for all outstanding
shares of FFPB. FFPB shareholders received 4.194 shares of RSFC stock for each
share of First Bank stock.
Republic Security Financial Corporation with total assets of $3.0 billion
operates 90 full service banking offices and is headquartered in Palm Beach
County, Florida. The acquisition of First Bank represents Republic's eighth
acquisition since 1992.
Republic Security Financial Corporation's common stock is traded on the
over-the-counter market and quoted on the NASDAQ National Market System under
the symbol RSFC.
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