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
October 29, 2000
------------------------------------------------
Date of Report (Date Of Earliest Event Reported)
REPUBLIC SECURITY FINANCIAL CORPORATION
------------------------------------------------------
(Exact Name Of Registrant As Specified In Its Charter)
Florida
----------------------------------------------
(State Or Other Jurisdiction Of Incorporation)
0-14671 59-2335075
------------------------ ------------------------------
(Commission File Number) (IRS Employer Identification No.)
450 South Australian Avenue
West Palm Beach, Florida 33401
---------------------------------------------------
(Address Of Principal Executive Offices) (Zip Code)
(561) 655-8511
----------------------------------------------------
(Registrant's Telephone Number, including Area Code)
NOT APPLICABLE
-------------------------------------------------------------
(Former Name Or Former Address, If Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On October 29, 2000, Republic Security Financial Corporation, a
Florida corporation ("Republic"), entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Wachovia Corporation, a North Carolina
corporation ("Buyer"), pursuant to which Republic will be merged with a
wholly owned subsidiary of Buyer (the "Merger"). The Merger is intended to
constitute a tax-free reorganization and to be accounted for as a purchase.
The Merger Agreement is filed herewith as Exhibit 2.1 and is incorporated
by reference herein.
In accordance with the terms of the Merger Agreement, each
share of Republic common stock, par value $0.01 per share ("Republic Common
Stock"), outstanding immediately prior to the effective time of the Merger,
together with the rights attached thereto (the "Rights") issued pursuant to
the Rights Agreement, dated as of April 14, 1995 (the "Rights Agreement")
between Republic and IBJ Schroder Bank & Trust Company, as rights agent,
will (subject to certain exceptions) be converted into and become
exchangeable for the number of shares (the "Exchange Ratio") of the common
stock, par value $5.00 per share, of Buyer ("Buyer Common Stock"), rounded
to the nearest ten-thousandth of a share, determined by dividing 7.00 by
the Average Closing Price of Buyer Common Stock for the fifteen trading
days before the Merger; provided that (i) if the Average Closing Price is
equal to or greater than $56.2375, the Exchange Ratio shall be .1245 and
(ii) if the Average Closing Price is equal to or less than $46.0125, the
Exchange Ratio shall be .1521.
Consummation of the Merger is subject to the satisfaction of
certain conditions, including the approval of the Merger Agreement by the
stockholders of Republic and the receipt of all requisite regulatory
approvals.
Republic and Buyer publicly announced the Merger in a press
release dated October 30, 2000, a copy of which is attached hereto as
Exhibit 99.1.
Simultaneously with the execution of the Merger Agreement,
Buyer and Republic entered into a Termination Fee Agreement pursuant to
which Republic agreed to pay a termination fee of $15 million upon the
occurrence of certain events, none of which has occurred as of the date
hereof. The Termination Fee Agreement is filed herewith as Exhibit 99.2.
On November 1, 2000, George Apelian ("Plaintiff") filed a
purported class action complaint against Republic and the members of
Republic's board of directors in the Fifteenth Judicial Circuit in and for
Palm Beach County, Florida. Plaintiff alleges that, among other things, the
defendants have breached their fiduciary duties in connection with the
Merger and that the consideration to be paid by Wachovia pursuant thereto
is inadequate. Plaintiff seeks to enjoin the implementation of the Merger
or in the alternative to recover damages. Republic believes the allegations
are entirely without merit and intends to defend against them vigorously.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
(c) Exhibits
2.1 Agreement and Plan of Merger by and between
Republic Security Financial Corporation and
Wachovia Corporation, dated as of October 29, 2000.
99.1 Press Release issued by Republic
Security Financial Corporation and
Wachovia Corporation on October 30,
2000.
99.2 Termination Fee Agreement entered
into by Republic Security Financial
Corporation and Wachovia Corporation
on October 29, 2000.
SIGNATURE
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 hereunder duly authorized.
Dated: November 7, 2000
REPUBLIC SECURITY FINANCIAL CORPORATION
By: /s/ Richard J. Haskins
---------------------------------------
Name: Richard J. Haskins
Title: Senior Executive Vice President
and Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
2.1 Agreement and Plan of Merger by and between
Republic Security Financial Corporation and
Wachovia Corporation, dated as of October 29, 2000.
99.1 Press Release issued by Republic
Security Financial Corporation and
Wachovia Corporation on October 30,
2000.
99.2 Termination Fee Agreement entered into
by Republic Security Financial
Corporation and Wachovia Corporation on
October 29, 2000.
