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As filed with the Securities and Exchange Commission on November 24, 1997
Registration No. 333-39559
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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REPUBLIC GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 75-1155922
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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811 EAST 30TH AVENUE
HUTCHINSON, KANSAS 67502-4341
(316)727-2700
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
PHIL SIMPSON
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
REPUBLIC GROUP INCORPORATED
811 EAST 30TH AVENUE
HUTCHINSON, KANSAS 67502-4341
(316)727-2700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copy to:
Bryan E. Bishop, Esq.
Locke Purnell Rain Harrell
(A Professional Corporation)
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201-6776
(214) 740-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [x]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[ ]
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PROSPECTUS
[LOGO] REPUBLIC GROUP INCORPORATED
500,000 Shares
Common Stock
Par Value $1.00 Per Share
DIVIDEND REINVESTMENT PLAN
The Dividend Reinvestment Plan (the "Plan") of Republic Group
Incorporated ("Republic" or the "Company") provides holders of Republic's
Common Stock, par value $1.00 per share (the "Common Stock") with a convenient
and economical method of investing cash dividends and optional cash payments in
additional shares of Common Stock.
Enrollment in the Plan is entirely voluntary, and Eligible Persons (as
defined herein) who participate in the Plan ("Plan Participants") may terminate
their participation at any time. Current stockholders who do not enroll in the
Plan or who do not elect to have all dividends reinvested under the Plan will
continue to receive their cash dividends not so reinvested, if and when
declared, as usual. A broker, bank or other nominee, to the extent it is
willing, may reinvest dividends on behalf of beneficial owners.
An eligible holder of Common Stock who participates in the Plan may
obtain additional shares of Common Stock by:
-- reinvesting dividends on all shares registered in the name of
the Plan Participant;
-- reinvesting dividends on part of the shares registered in the
name of the Plan Participant (while continuing to receive cash
dividends on his or her remaining shares); or
-- making optional cash payments ("Optional Cash Payments") in
amounts of not less than $50 up to a total of $10,000 per
calendar quarter, whether or not dividends on shares
registered in the name of the Plan Participant are being
reinvested.
At the option of the Company, shares of Common Stock purchased for the
Plan may be newly issued shares or treasury shares purchased from the Company
or shares purchased in the open market. Open market purchases will be through
a broker or dealer designated solely by the Plan Administrator. The Company
has designated UMB Bank, n.a. as the initial Plan Administrator. The price to
be paid for such additional shares from the reinvestment of cash dividends and
investment of Optional Cash Payments will be the Market Price (as defined
herein). The Company currently will pay all the costs of administration of the
Plan, including brokerage commissions, if any, for purchases of shares pursuant
to the Plan, but excluding transaction fees for automatic electronic fund
transfers in connection with Optional Cash Payments. Each share of Common
Stock purchased pursuant to the Plan will be accompanied by a share purchase
right (a "Right") issued under the Company's Rights Agreement, dated May 1,
1996, as amended.
This Prospectus relates to up to 500,000 authorized shares of Common
Stock for purchase under the Plan and the accompanying Rights. Plan
Participants should retain this Prospectus for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is November 24, 1997.
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AVAILABLE INFORMATION
Republic is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "SEC"). Such reports, proxy statements
and other information can be inspected and copied at public reference
facilities maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549; and at the SEC's Regional Offices located at 7 World Trade Center, 13th
Floor, New York, New York 10048 and at Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can also
be obtained by mail from the Public Reference Section of the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, these
reports, proxy statements and other information may also be obtained from the
web site that the SEC maintains at http://www.sec.gov. Further, Republic's
Common Stock is traded on the New York Stock Exchange ("NYSE"), and reports,
proxy statements and other information concerning Republic are filed with such
exchange. Republic has filed with the SEC a Registration Statement on Form S-3
(together with all amendments thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act") with respect to the
securities offered hereby. This prospectus does not contain all the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the SEC. Reference is
hereby made to the Registration Statement and related exhibits for further
information with respect to Republic and the securities offered hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed under the Exchange Act with the SEC are
incorporated herein by reference:
(a) Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997 and Annual Report on Form 10-K for the
year ended June 30, 1997;
(b) Description of the Common Stock in Item 1 of Form 8-A dated
October 24, 1984; and
(c) Summary Description of Rights to purchase Common Stock in Item
1 of Form 8-A/A dated November 22, 1996.
All documents filed by Republic pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering made hereby shall be deemed to be
incorporated by reference into this Prospectus and to be part hereof from the
respective dates of filing such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded, for all purposes of this Prospectus, to
the extent that a statement contained herein or in any other subsequently filed
document which is deemed to be incorporated herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute part of this Prospectus.
Any person, including any beneficial owner, receiving a copy of this
Prospectus may obtain without charge, upon request, a copy of any of the
foregoing documents incorporated herein by reference (other than exhibits to
such documents, unless such exhibits are specifically incorporated by reference
in such documents). Written requests should be directed to Republic Group
Incorporated, P.O. Box 1307, Hutchinson, Kansas, 67504-1307, Attention:
Secretary. Telephone requests may be directed to the Secretary at (316)
727-2700.
THE COMPANY
Republic Group Incorporated was incorporated in Delaware in August
1961, as Republic Gypsum Company. The stockholders of the Company approved a
change of corporate name on October 26, 1995. References to the Company
herein, unless the context requires otherwise, include Republic Group
Incorporated and its subsidiaries.
The Company manufactures and sells 100% recycled paperboard, reclaimed
paper fiber, and gypsum wallboard. The Company sells recycled paperboard to
converter customers that manufacture composite cans, cores, tubes and other
consumer and industrial packaging products. The Company also uses its recycled
paperboard as a raw material in the production of its own gypsum wallboard, as
well as selling gypsum-grade paperboard to other
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gypsum wallboard manufacturers. Reclaimed paper fiber is a raw material sold
to and used by other recycled paper and paperboard mills as well as the
Company's mills. It is the principal component used in the production of
recycled paper and recycled paperboard. Gypsum wallboard is a primary building
material used by the residential and commercial construction industries.
ADVANTAGES AND DISADVANTAGES OF THE PLAN
Participating in the Plan has both advantages and disadvantages, which
are discussed below.
Advantages:
(a) The Plan provides Plan Participants with the opportunity to
reinvest cash dividends paid on all or a portion of their shares of Common
Stock in additional shares of Common Stock at the Market Price (as defined in
Question 13 under "Description of the Plan" below). The Company will pay all
the costs of administration of the Plan other than transaction fees for
automatic electronic funds transfers in connection with Optional Cash Payments.
(b) Plan Participants will have the opportunity to purchase shares
of Common Stock without payment of brokerage commissions.
(c) The Plan provides Plan Participants with the opportunity to
make investments of Optional Cash Payments (as defined herein), subject to
minimum and maximum amounts, for the purchase of additional shares of Common
Stock at the Market Price, including by means of automatic electronic funds
transfer.
(d) The Plan Administrator (as defined herein), at no charge to
Plan Participants, will provide for the safekeeping of stock certificates for
shares credited to each Plan Participant's account. However, stock
certificates for whole shares of Common Stock will be issued to any Plan
Participant at no charge upon written request sent to the Plan Administrator.
(e) A statement of account will be furnished to each Plan
Participant as soon as practicable after the purchase of Common Stock made on
behalf of a Plan Participant.
(f) A Plan Participant may transfer ownership within the Plan of
any whole or fractional number of shares of Common Stock credited to his or her
account through gift, private sale or otherwise. Shares so transferred will
continue to be held under the Plan, the transferee will automatically be
enrolled in the Plan and all dividends will continue to be reinvested under the
terms of the Plan unless such transferee changes or terminates his or her
participation in the Plan.
Disadvantages:
(a) The Plan Participants bear the financial risk of changes in
the market value and marketability of all shares, whether whole or fractional,
of Common Stock enrolled in the Plan and allocated to such Plan Participant's
account. The Plan Participants should recognize that neither the Company nor
the Plan Administrator can provide any assurance of a profit or protection
against loss on shares purchased under the Plan.
(b) Plan Participants who terminate their enrollment in the Plan
and who have the Plan Administrator sell their shares will be charged a
brokerage commission in connection with the sale of the shares and a nominal
service charge imposed by the Plan Administrator.
(c) Shares sold by the Plan Administrator at the direction of Plan
Participants who terminate their enrollment in or who withdraw shares from the
Plan will be sold only on the last business day of the week in which notice to
sell is received by the Plan Administrator. Therefore, Plan Participants could
experience a decline in the market value of their shares between the date the
Plan Administrator receives notice to sell shares and the date such shares are
actually sold. (See Question 22 under "Description of Plan.")
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(d) The actual number of shares to be acquired by a Plan
Participant and the purchase price to be paid will not be determined until the
Pricing Date (as defined in Question 13 under "Description of Plan" below).
(e) The Market Price of shares purchased pursuant to the Plan may
be greater than (or less than) the fair market value of such shares on the
relevant Investment Date because of market fluctuations between the Investment
Date and the date shares are purchased or the Market Price is established. The
Company will have the option as to what source of shares is used. The source
of shares selected by the Company for any given Plan purchase may not result in
the most favorable purchase price to Plan Participants.
(f) No interest will be paid by the Company on dividends or
Optional Cash Payments held pending reinvestment or investment. In addition,
Optional Cash Payments in excess of $10,000 in a calendar quarter will be
subject to return to the Plan Participant without interest in the event that
the Plan Participant does not obtain a waiver from the Company. (See Question
8 under "Description of the Plan").
(g) Once Optional Cash Payments have been received by the Plan
Administrator, the deposits will not be returned to Plan Participants unless a
written request is received by the Plan Administrator at least two days prior
to the Investment Date (as defined in Question 12 under "Description of the
Plan" below).
(h) A Plan Participant may not be able to assign, transfer, pledge
or liquidate his or her shares of Common Stock enrolled in the Plan as quickly
as shares held in other ways such as a brokerage account.
(i) Plan Participants will be taxed on all dividends paid by the
Company on their shares, even though such dividends are not paid in cash, but
are invested in shares of Common Stock.
USE OF PROCEEDS
The Company will receive proceeds from the sale of shares pursuant to
the Plan only to the extent such shares are acquired directly from the Company.
The Plan Administrator or its designee may purchase shares of Common Stock for
Plan Participants either in the open market or directly from the Company, as
determined by the Company from time to time. However, the Company may not
change more often than once every three months its decision to fund the Plan
with shares purchased from the open market or directly from the Company. (See
question 14 under "Description of Plan.") Neither the number of shares that
will ultimately be purchased from the Company under the Plan nor the prices at
which such shares will be sold are presently known to the Company. The Company
intends to use any proceeds from the sale of shares of Common Stock under the
Plan for general corporate purposes and such other purposes that it may
determine from time to time. At this time, however, the Company currently has
no other plans for the use of such proceeds.
DESCRIPTION OF THE PLAN
The following, in question and answer format, sets forth the
provisions of and constitutes the Dividend Reinvestment Plan of the Company as
adopted by the Board of Directors of the Company and as in effect on the date
of this Prospectus.
PURPOSE
1. WHAT IS THE PLAN'S PURPOSE?
The Plan provides eligible holders of the Company Common Stock with a
convenient and economical method of investing cash dividends and Optional Cash
Payments in additional shares of Common Stock.
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PARTICIPATION IN THE PLAN
2. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
The following persons are eligible to participate in the Plan (subject
to the other restrictions of the Plan and receipt of any prospectus required to
be delivered in connection with the Plan) and may enroll in the Plan ("Eligible
Persons"):
a. Stockholders of the Common Stock registered in such persons'
names on the books of the Company ("Registered Owners"); and
b. Stockholders whose shares are held in nominee name by their
brokers, banks or other nominees ("Beneficial Owners");
provided that such Beneficial Owners must either become
Registered Owners by having such shares transferred into their
own names or make arrangements with their brokers, banks or
other nominees to participate on their behalf. Brokers, banks
or other nominees may set their own terms and conditions for
participation in the Plan, which may differ from those set
forth in this Prospectus. In that case, Stockholders must
satisfy the terms and conditions established by each broker,
bank or other nominee in addition to those set forth in this
Prospectus. In addition, certain features of the Plan,
including investment of Optional Cash Payments, may not be
available to Beneficial Owners participating indirectly in the
Plan through brokers, banks or other nominees.
Stockholders who reside in jurisdictions in which it is unlawful for
Republic to permit their participation in the Plan, or in any feature of the
Plan, such as the Optional Cash Payment feature ("Excluded Holders"), are not
eligible to participate in the Plan or such feature of the Plan. Stockholders
who are citizens or residents of a country other than the United States, its
territories and possessions should make certain that their participation does
not violate local laws governing such things as taxes, currency, securities
registration and foreign investment. Republic reserves the right to suspend or
terminate the participation of any stockholder in the Plan.
The right to participate in the Plan is not transferable apart from a
transfer of a Plan Participant's underlying shares of Common Stock.
3. HOW DOES AN ELIGIBLE PERSON ENROLL?
Registered Owners who wish to enroll in the Plan must submit a
properly executed Enrollment Form to the Plan Administrator to enroll in the
Plan. Such Registered Owners must designate on the Enrollment Form the number
of shares to be enrolled in the Plan. If a Plan Participant's shares are
registered in more than one name or in a representative capacity (i.e, joint
tenants, trustees, etc.), all registered holders must sign the Enrollment Form
exactly as their names appear on the Company's stock transfer records.
Eligible Beneficial Owners who wish to participate in the Plan but
whose shares are held in the name of a broker, bank or other nominee must make
arrangements with their broker, bank or other nominee to do so.
Written requests for Enrollment Forms should be directed to the Plan
Administrator at:
UMB BANK, n.a.
P.O. Box 410064
Kansas City, Missouri 64141-0064
ATTN: Securities Transfer Division
Plan Participants may deposit stock certificates for shares enrolled in the
Plan with the Plan Administrator for safekeeping. Plan Participants are not
required to deposit stock certificates for shares enrolled in the Plan. See
Question 5.
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Shares of Common Stock purchased under the Plan or, as discussed in
Question 5, designated by a Plan Participant for enrollment in the Plan ("Plan
Shares") will be registered in the name of the Plan Administrator (or its
nominee), as agent for each Plan Participant, and will be credited to the
accounts of the respective Plan Participants. As record holder of the Plan
Shares held in Plan Participants' accounts, the Plan Administrator will receive
dividends on all Plan Shares held on the dividend record date, will credit such
dividends to Plan Participants' accounts on the basis of full and fractional
shares held in those accounts, and will automatically reinvest such dividends
in additional shares of Common Stock. Certificates for any number of whole
shares will be issued to a Plan Participant upon written request.
4. WHEN MAY AN ELIGIBLE PERSON ENROLL IN THE PLAN?
Eligible Persons may enroll in the Plan at any time. Once enrolled,
Plan Participants remain enrolled until their participation is discontinued at
their request or is terminated by the Company. See Questions 34-38.
Participation in the Plan begins when a properly completed and
executed Enrollment Form is received from an Eligible Person and accepted by
the Plan Administrator. Upon acceptance, the person enrolling becomes a "Plan
Participant." In order to participate in a particular dividend, the Plan
Participant's enrollment must be effective on or before the record date
established for such dividend. If the Enrollment Form is accepted after that
record date, the Plan Participant's enrollment will be effective for the next
Investment Date (as defined in Question 12); provided that such person is still
eligible to be a Plan Participant and his or her participation is not
terminated.
Historically, the Company has paid dividends quarterly in the months
of September, December, March, and June. Payments of dividends is, in each
case, subject to Board approval.
5. WHAT OPTIONS DOES AN ELIGIBLE PERSON HAVE WHEN ENROLLING?
The Enrollment Form provides for the purchase of additional shares of
Common Stock through the following investment options:
(a) Full Dividend Reinvestment directs the Plan Administrator
to invest in accordance with the Plan all of the Plan Participant's
cash dividends on all of the shares then or subsequently registered in
the Plan Participant's name, and also permits the Plan Participant to
make Optional Cash Payments for the purchase of additional shares in
accordance with the Plan. Dividends paid on shares accumulated by the
Plan Participant under the Plan and held in the Plan Participant's
account will also be fully reinvested.
(b) Partial Dividend Reinvestment directs the Plan
Administrator to invest in accordance with the Plan the cash dividends
on only that number of shares registered in the Plan Participant's
name which the Plan Participant specifically enrolls for participation
in the Plan on the Enrollment Form. This choice also permits the Plan
Participant to make Optional Cash Payments for the purchase of
additional shares in accordance with the Plan. Dividends paid on
shares accumulated by the Plan Participant under the Plan and held in
the Plan Participant's account will also be fully reinvested.
Dividends on shares registered in the Plan Participant's name that
have not been enrolled in the Plan will continue to be mailed to the
Plan Participant.
(c) Optional Cash Payments Only permits the Plan Participant
to make Optional Cash Payments for the purchase of shares at the time
or times selected by the Plan Participant, or not at all, at the
option of the Plan Participant, in accordance with the Plan.
Dividends on shares held in the Plan Participant's account will be
automatically reinvested. Plan Participants may elect to make
Optional Cash Payments through use of the automatic investment feature
described below in Question 11.
Under all of the investment options above, dividends paid on shares accumulated
by the Plan Participant under the Plan and held in a Plan Participant's account
will continue to be automatically reinvested in additional shares of Common
Stock until the Plan Participant makes a full or partial withdrawal from the
Plan or the Plan is terminated. Further, under the Plan, dividends paid on all
shares registered in the Plan Participant's name that have been enrolled for
participation in the Plan pursuant to the Enrollment Form will continue to be
reinvested in shares of Common
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Stock until a Plan Participant specifies otherwise. For information on tax
withholding requirements that may apply to certain stockholders, see "Federal
Income Tax Consequences to Plan Participants."
IF A STOCKHOLDER RETURNS AN OTHERWISE PROPERLY EXECUTED ENROLLMENT
FORM TO THE PLAN ADMINISTRATOR WITHOUT ELECTING AN INVESTMENT OPTION, SUCH
ENROLLMENT FORM WILL BE TREATED AS IF SUCH STOCKHOLDER HAD ENROLLED ALL OF HIS
OR HER SHARES IN THE PLAN AND SELECTED THE FULL DIVIDEND REINVESTMENT OPTION.
Plan Participants may, but are not required to, deposit stock
certificates for the Common Stock that is enrolled for participation under the
Plan with the Plan Administrator for safekeeping at no charge to the Plan
Participant, either at the time of enrollment or at any time after enrollment
while participating in the Plan by completing the Share Safekeeping Form
provided with the Enrollment Form. The Plan Administrator has the right to
maintain title to shares represented by such stock certificates in its name or
in the name of its nominee as custodian for the Plan Participants. The method
of delivery and risk of loss of shares being delivered to the Plan
Administrator will be on Plan Participants. All stock certificates
representing shares deposited with the Plan Administrator will (if not already
enrolled) be enrolled in the Plan and credited to the Plan Participant's
account under the Plan. Thereafter, such shares will be treated in the same
manner as shares purchased under the Plan, and dividends will be reinvested
until the shares are transferred, sold or the Plan Participant's participation
in the Plan is terminated.
Eligible Beneficial Owners whose shares are held in nominee name by
their brokers, banks or other nominees (defined herein as "record holders") and
who wish to participate in the Plan must contact the record holder (e.g.
broker, bank or other nominee) of their shares. The Company and the Plan
Administrator are authorized to make arrangements with record holders in order
to permit Beneficial Owners to participate in the Plan.
Registered Owners and Beneficial Owners of Common Stock must complete
the appropriate forms, or have the record holders of their shares complete
appropriate forms, to participate in the Plan. Neither Republic nor the Plan
Administrator will be bound by oral instructions by Plan Participants as to
participation or other matters concerning the Plan.
6. ARE THERE ANY FEES OR EXPENSES TO ENROLL IN THE PLAN?
Plan Participants will not pay any fees or expenses to enroll in the
Plan. However, the Market Price of shares purchased pursuant to the Plan may
be greater than the fair market value of such shares on the relevant Investment
Date. The Company will pay brokerage fees, if any, in connection with shares
purchased in the open market pursuant to the Plan. See also Question 19.
OPTIONAL CASH PAYMENTS
7. MAY A PLAN PARTICIPANT MAKE ADDITIONAL CASH PAYMENTS TO THE PLAN?
All Plan Participants who have submitted (or caused their brokers,
banks or other nominees to submit) signed Enrollment Forms indicating their
intention to participate in the Plan are eligible to make Optional Cash
Payments during any calendar month, whether or not a dividend is declared.
Plan Participants may make Optional Cash Payments even if dividends on their
shares of Common Stock are not being reinvested. All dividends on shares
purchased through Optional Cash Payments will be automatically reinvested in
Common Stock unless the Plan Participant withdraws such shares from the Plan.
Plan Participants are not obligated to participate in the Optional
Cash Payment feature of the Plan. Optional Cash Payments also need not be in
the same amount each time. INITIAL OPTIONAL CASH PAYMENTS MAY BE MADE BY
ENCLOSING A CHECK OR MONEY ORDER, PAYABLE TO "UMB BANK, N.A." WITH THE
ENROLLMENT FORM. THEREAFTER, OPTIONAL CASH PAYMENTS MAY BE MADE BY USE OF THE
CASH PAYMENT FORM THAT WILL BE ATTACHED TO EACH PLAN PARTICIPANT'S STATEMENT OF
ACCOUNT. In all cases, checks must be drawn on United States-domiciled
financial institutions or money market mutual funds. All Optional Cash
Payments must be in United States dollars. Plan Participants may elect to make
Optional Cash Payments through use of the automatic investment feature
described
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below in Question 11. The method of delivery of Optional Cash Payments shall
be at the option and risk of the Plan Participant.
Beneficial Owners participating in the Plan through brokers, banks or
other nominees must make arrangements with such brokers, banks or other
nominees to make Optional Cash Payments.
8. WHAT LIMITATIONS APPLY TO OPTIONAL CASH PAYMENTS?
Plan Participants may invest through Optional Cash Payments a minimum
of $50 per transaction and a maximum per calendar quarter of $10,000, subject
to waiver, in shares of Company Common Stock. Optional Cash Payments of less
than $50 and that portion of any Optional Cash Payment that exceeds the maximum
quarterly purchase limit will be returned to the Plan Participants, without
interest.
Plan Participants may make Optional Cash Payments of up to $10,000
each calendar quarter without the prior approval of the Company. Optional Cash
Payments in excess of $10,000 may be made by a Plan Participant only upon
written approval by the Company. A Plan Participant must submit a "Written
Request for Waiver" to the Company stating the reasons for such investment and
the amount of such Optional Cash Payment. The Written Request for Waiver will
be approved upon the Company's written acceptance of such request. A separate
Request for Waiver, with respect to the amount of the Optional Cash Payment,
must be submitted and approved each calendar quarter no later than five
business days prior to the Pricing Date (as defined in Question 13 below) with
respect to which such waiver is sought. For purposes of the Plan, a "Business
Day" shall be any day that the Plan Administrator is regularly open for
business.
Grants of requests for waiver will be made at the absolute discretion
of the Company. The Company will consider a variety of factors in determining
whether to grant a waiver, which may include, among others, the Company's
current and projected capital needs, the alternatives available to the Company
to meet those needs, prevailing market prices for Common Stock and other
Company securities, general economic and market conditions, expected
aberrations in the price or trading volume of the Common Stock, the number of
shares of Common Stock held by the Plan Participants submitting the Request for
Waiver, the aggregate amount of Optional Cash Payments for which such Requests
for Waiver have been submitted and the administrative implications associated
with granting such Requests for Waiver.
PLAN PARTICIPANTS ARE STRONGLY URGED TO SEND OPTIONAL CASH PAYMENTS AS
CLOSE AS POSSIBLE TO THE INVESTMENT DATE FOR THE REINVESTMENT OF DIVIDENDS, BUT
IN TIME TO BE INVESTED ON THE INVESTMENT DATE (SEE QUESTION 9 BELOW). This
will avoid unnecessary accumulations and allow Plan Participants to avoid
having their funds disinvested.
9. WHEN MUST OPTIONAL CASH PAYMENTS BE RECEIVED BY THE PLAN
ADMINISTRATOR?
IN ORDER FOR OPTIONAL CASH PAYMENTS TO BE INVESTED ON AN INVESTMENT
DATE, THE PLAN ADMINISTRATOR MUST BE IN RECEIPT OF AN ENROLLMENT FORM AND
RECEIVE GOOD FUNDS PRIOR TO SUCH INVESTMENT DATE. OPTIONAL CASH PAYMENTS
RECEIVED ON OR AFTER AN INVESTMENT DATE WILL BE APPLIED TO THE PURCHASE OF
SHARES OF COMMON STOCK ON THE NEXT INVESTMENT DATE, SUBJECT TO THE LIMITATIONS
HEREUNDER.
10. WILL OPTIONAL CASH PAYMENTS BE RETURNED IF REQUESTED?
THE PLAN ADMINISTRATOR WILL NOT RETURN ANY OPTIONAL CASH PAYMENTS
UNLESS WRITTEN NOTICE FROM THE PLAN PARTICIPANT IS RECEIVED AT THE ADDRESS
SPECIFIED IN QUESTION 3 ABOVE AT LEAST TWO BUSINESS DAYS PRIOR TO THE RELEVANT
INVESTMENT DATE. SUCH OPTIONAL CASH PAYMENTS WILL BE RETURNED WITHOUT INTEREST
TO PLAN PARTICIPANTS. The Plan Administrator has the authority to delay
returning any Optional Cash Payments for a reasonable period.
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11. MAY OPTIONAL CASH PAYMENTS BE MADE BY AUTOMATIC ELECTRONIC FUNDS
TRANSFER?
Plan Participants who are Registered Owners of Common Stock may also
make automatic monthly investments of a specified amount (not less than $50 per
purchase nor more than $10,000 per quarter (or $3,333.33 per month)) by
electronic funds transfer from a predesignated U.S. bank account. Eligible
Beneficial Owners who wish to make automatic monthly investments under the Plan
should contact their brokers, banks or other nominees to determine the
necessary arrangements for Optional Cash Payments to be made by electronic
funds transfer. See Question 7 above. Plan Participants will be responsible
for any charges imposed by their banks, brokers, or other financial
institutions for electronic funds transfer. To initiate automatic monthly
deductions, Plan Participants must complete and sign an Automatic Monthly
Deduction Form and return it to the Plan Administrator, together with a voided
blank check or bank and account information for the account from which funds
are to be drawn. Automatic Monthly Deduction Forms may be obtained from the
Plan Administrator. Forms will be processed and become effective as promptly
as practicable.
Once automatic monthly investment is initiated, funds will be drawn
from the Plan Participant's designated bank account on the date that is three
business days prior to the Investment Date for each month. Plan Participants
may change or terminate automatic monthly investment by completing and
submitting to the Plan Administrator a new Automatic Monthly Deduction Form.
To be effective with respect to a particular Investment Date, however, the new
Automatic Monthly Deduction Form must be received by the Plan Administrator at
least fifteen days preceding such Investment Date.
INVESTMENT AND REINVESTMENT IN COMMON STOCK
12. WHEN WILL DIVIDENDS BE REINVESTED AND OPTIONAL CASH PAYMENTS BE
INVESTED IN THE COMMON STOCK?
Purchases from Republic of newly issued or treasury shares of Common
Stock will be made and be effective on the relevant Investment Date (as defined
in the following paragraphs). Purchases of outstanding shares in the market by
the Plan Administrator's designee will begin on the relevant Investment Date
and will be completed no later than 30 days from such date except where
completion at a later date is required or advisable under applicable federal
securities laws. The Plan Administrator has full discretion as to all matters
relating to such purchases, including the number of shares, if any, to be
purchased on any day or at any time of day, the price paid for such shares, the
markets on which such shares are purchased (including any securities exchange
or the over-the-counter market) and the persons, including brokers or dealers,
from or through whom such purchases are made. The Plan Administrator may grant
discretion to its designee as to any or all of the matters described above.
Neither Republic nor any Plan Participant will have any authority or power to
direct the time or price at which shares may be purchased or the selection of
brokers or dealers through or from whom purchases are to be made. If the Plan
Administrator's designee cannot invest the funds accumulated under the Plan by
the expiration of the specified periods, the Plan Administrator will promptly
return all excess funds to Plan Participants on a pro rata basis.
NO INTEREST WILL BE PAID ON DIVIDENDS OR OPTIONAL CASH PAYMENTS HELD
PENDING REINVESTMENT OR INVESTMENT.
For the reinvestment of dividends, the dividend payment date declared
by the Board of Directors constitutes the "Investment Date" applicable to the
reinvestment of such dividend. For the investment of Optional Cash Payments,
the "Investment Date" will be the 15th day of every calendar month, except in
months in which dividends are to be paid, in which case the "Investment Date"
will be the same as the Investment Date for the reinvestment of dividends. If,
however, any Investment Date falls on a date when the exchange or inter-dealer
quotation system on which the Common Stock is then listed or quoted or the Plan
Administrator's designee to purchase shares is not regularly open for business,
the first day immediately following such date on which such exchange, system or
designee is open shall be the Investment Date.
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13. WHAT PRICE WILL BE PAID FOR THE COMMON STOCK?
The purchase price per share of Common Stock purchased with reinvested
dividends and Optional Cash Payments will be the Market Price of the Common
Stock. The "Market Price" for purposes of the Plan, when the shares are
purchased other than from the Company, will be the weighted average price paid
for all the shares acquired for a relevant Investment Date, excluding
commissions, if any, which are paid by the Company. If the Plan
Administrator's designee acquires the shares directly from the Company, the
Market Price will be the average of the high and low sales prices or, if none,
of the closing bid and ask prices, computed to two decimal places, of the
Common Stock as reported on the NYSE or inter-dealer quotation system on which
the Common Stock is then listed on the Investment Date. The Investment Date on
which the Market Price is determined constitutes the "Pricing Date."
Plan Participants will not know the exact price to be paid for shares
purchased under the Plan at the time of any election to participate (or change
of reinvestment options) in the Plan.
14. HOW MANY SHARES WILL BE PURCHASED AND WHERE WILL THEY BE PURCHASED?
With respect to dividend reinvestment, a Plan Participant's account
will be credited with the number of shares, including fractions of shares
(computed to four decimal places), equal to the amount of dividends paid on the
number of shares in the Plan Participant's account, divided by the Market Price
per share. There is no maximum number of shares that can be acquired pursuant
to dividend reinvestment. With respect to Optional Cash Payments, a Plan
Participant's Plan account will be credited with the number of shares,
including fractions of shares (computed to four decimal places), equal to such
payments divided by the Market Price per share.
Shares will be, at Republic's discretion, newly issued or treasury
shares purchased directly from Republic or outstanding shares purchased by the
Plan Administrator's designee in the market or any combination of the
foregoing; provided, however, that the Company may not change more often than
once every three months its decision to fund the Plan with shares purchased
from (a) the open market or (b) directly from the Company. The price of shares
purchased under the Plan will vary depending upon the source of the shares.
The source of shares selected by Republic for any given Plan purchase may not
result in the most favorable purchase price to Plan Participants.
15. HOW WILL THE SHARES BE PURCHASED?
The Plan Administrator will commingle all dividends and Optional Cash
Payments received and will apply all such payments towards the purchase of
additional shares of the Company's Common Stock at and after the relevant
Investment Date. In the event that such shares are to be purchased from
someone other than the Company, the Plan Administrator may cause the
acquisition of such shares on any securities exchange or inter-dealer quotation
system on which the Common Stock is listed or quoted or, in the
over-the-counter market, and such shares may be subject to such terms
(including, but not limited to price and delivery) as agreed upon by the Plan
Administrator in its sole discretion. Neither the Company, any of its
affiliates nor any Plan Participants shall have any authority or power,
directly or indirectly, to direct the time or price at which shares may be
purchased, the number of shares to be purchased, the manner in which shares are
to be purchased or the selection of any broker or dealer (other than the Plan
Administrator itself) through or from which purchases are to be made.
16. WILL CERTIFICATES FOR SHARES OF COMMON STOCK PURCHASED BE ISSUED?
No certificates representing shares of Common Stock purchased under
the Plan will be issued following the investment of Optional Cash Payments or
reinvestment of dividends, except as provided below.
17. WHAT IS THE DIFFERENCE BETWEEN PLAN SHARES AND OTHER SHARES?
Plan Shares are shares of Common Stock purchased through reinvestment
of dividends or by Optional Cash Payments under the Plan or, as discussed in
Question 5, enrolled in the Plan. In contrast, non-Plan Shares are any shares
that are not enrolled in the Plan.
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Dividends on all Plan Shares are automatically reinvested under the
Plan. Dividends on non-Plan Shares are paid directly to the record owners of
such shares, unless such shares are subsequently enrolled for participation in
the Plan (see Question 5).
Certificates are not issued to Plan Participants for Plan Shares
purchased under the Plan. Such shares are held in the name of the Plan
Administrator or its nominee. This protects against the loss, theft or
destruction of stock certificates evidencing such Plan Shares.
Plan Participants can have certificates issued for the whole Plan
Shares held in their Plan accounts upon written request to the Plan
Administrator. Unless a Plan Participant specifically requests that such
shares be removed from the Plan, however, such shares will continue to be
enrolled in the Plan. See Question 21.
Certificates for shares purchased with dividends reinvested pursuant
to instructions received from brokers, banks or other nominee holders will be
delivered to the holder of record upon written request to the Plan
Administrator. See Question 5.
18. WILL PLAN PARTICIPANTS RECEIVE STATEMENTS OR CONFIRMATIONS OF
TRANSACTIONS ON THEIR BEHALF UNDER THE PLAN?
As soon as practicable after each purchase of Common Stock on behalf
of a Plan Participant, a statement of account will be furnished to such Plan
Participant. THESE STATEMENTS ARE A RECORD OF THE COST OF PURCHASE OF SHARES
UNDER THE PLAN AND SHOULD BE RETAINED FOR TAX PURPOSES. In addition, each Plan
Participant will receive, from time to time, copies of all communications sent
to stockholders. Duplicate account statements may also be obtained from the
Plan Administrator. Plan Participants will be charged a fee of $5 for each
such duplicate statement that is one or more years old.
Each Plan Participant will receive annually Internal Revenue Service
information (on Form 1099-DIV) for reporting dividend income received.
19. WHAT ARE THE COSTS AND EXPENSES IN CONNECTION WITH PARTICIPATING IN
THE PLAN?
The Company will pay all the costs of administration of the Plan in
connection with a Plan Participant's participation in the Plan other than the
transaction fees for automatic electronic funds transfers (see Question 11).
The Company will pay brokerage commissions, if any, for purchases of shares
pursuant to the Plan. However, (i) beneficial owners who arrange to
participate in the Plan indirectly through a broker or other nominee may be
required to pay a commission or service fee to such broker or nominee in
connection with such participation (see Question 5); (ii) a Plan Participant
using the automatic monthly investment feature of the Plan for Optional Cash
Payments will not be charged a transaction fee by the Plan but will be
responsible for any charges imposed by his or her bank, broker or other
financial institution for the electronic funds transfer (see Question 11); and
(iii) a Plan Participant who sells through the Plan Administrator all or a part
of the shares held for such Plan Participant under the Plan (including with
respect to fractional shares upon termination of participation in the Plan)
will be charged any brokerage commissions, service fees, transfer taxes or
other costs of sale in connection with such sale (see Question 22).
CHANGES IN ENROLLMENT PRIOR TO TERMINATION OF PARTICIPATION
INCLUDING SALE, TRANSFER OR WITHDRAWAL OF SHARES
20. MAY A PLAN PARTICIPANT ASSIGN, TRANSFER OR PLEDGE ALL OR A PART OF THE
SHARES CREDITED TO HIS OR HER ACCOUNT UNDER THE PLAN?
A Plan Participant may transfer ownership within the Plan of any whole
or fractional number of shares credited to his or her account under the Plan
through gift, private sale or otherwise. The Plan Participant may effect such
transfer by mailing a properly completed and executed Transfer Form to the Plan
Administrator. Transfer Forms may be obtained from the Plan Administrator.
The transfer will be effective for purposes of the Plan on the date the Plan
Administrator effects the transfer.
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<PAGE> 13
Shares so transferred will continue to be held under the Plan, such
transferee will automatically be enrolled in the Plan as to the shares
transferred, and all dividends on the shares transferred under the Plan to the
transferee will be reinvested under the terms of the Plan, unless and until
such transferee changes or terminates his or her enrollment in accordance with
the terms of the Plan. The transferee will receive a statement showing the
number of shares transferred to and held in the transferee's account.
A Plan Participant may not pledge Plan Shares. A Plan Participant who
wishes to pledge shares credited to such Plan Participant's account must first
withdraw such shares from the account. See Question 20.
21. WHEN AND HOW MAY SHARES BE WITHDRAWN FROM THE PLAN PRIOR TO
TERMINATION?
A Plan Participant may withdraw whole Shares of Common Stock that are
credited to a Plan Participant's account and that are held by the Plan
Administrator at any time by notifying the Plan Administrator in writing at the
address specified in Question 3 above or by completing the appropriate portion
of the Remittance Form included with the account statement. A stock
certificate for the number of whole shares of Common Stock so withdrawn will be
issued in the name of the Plan Participant. In no case will certificates for
fractional shares of Common Stock be issued.
The Plan Administrator will continue to reinvest dividends on the
number of shares specified by the Plan Participant on the Enrollment Form in
effect at the time of withdrawal, which may result in dividend reinvestment
with respect to the withdrawn shares, until the Plan Participant specifies a
different number of shares subject to dividend reinvestment by delivering a new
Enrollment Form to the Plan Administrator, until a sufficient number of shares
are sold by Plan Participant or until such Plan Participant's participation in
the Plan is terminated.
22. MAY A PLAN PARTICIPANT REQUEST THAT SHARES CREDITED TO HIS OR HER
ACCOUNT UNDER THE PLAN BE SOLD?
Plan Participants may also request that the Plan Administrator sell
any number of whole Shares of Common Stock held in their Plan accounts at any
time by giving written instructions acceptable to the Plan Administrator.
SHARES WILL BE SOLD UNDER THE PLAN, HOWEVER, ONLY ONCE PER WEEK ON THE LAST
BUSINESS DAY OF EACH WEEK THAT THE PLAN ADMINISTRATOR, ITS DESIGNEE AND THE
RELEVANT SECURITIES MARKETS ARE OPEN. THEREFORE, THE PLAN ADMINISTRATOR WILL
HOLD ALL SELL ORDERS RECEIVED EACH WEEK AND WILL CONSOLIDATE AND PROCESS SUCH
ORDERS ON THE LAST BUSINESS DAY OF THE WEEK IN WHICH THE NOTICES TO SELL ARE
RECEIVED BY THE PLAN ADMINISTRATOR, PROVIDED THAT INSTRUCTIONS TO SELL ARE
RECEIVED BEFORE 1:00 P.M., EASTERN TIME, ON THE PROPOSED DATE OF SALE. The
proceeds of sale, less any brokerage commissions, any service fee and any other
costs of sale will be sent to the applicable Plan Participant as soon as
practicable. The sale price for shares so sold will be the market price
received from the sale of such shares. Plan Participants can obtain
information as to the amount charged by the Plan Administrator for brokerage
commissions and service fees in connection with such sales by contacting the
Plan Administrator at (816) 860-7787.
23. MAY A PLAN PARTICIPANT RECEIVE CERTIFICATES FOR SHARES CREDITED TO HIS
OR HER ACCOUNT UNDER THE PLAN?
Stock certificates for whole shares of Common Stock will be issued to
any Plan Participant upon written request sent to the Plan Administrator.
Unless a Plan Participant specifically requests that such shares no longer be
credited to his or her Plan account, such shares will continue to be enrolled
in the Plan. See Question 21. Upon receipt of the certificates, the Plan
Participant can sell such shares through a broker of the Plan Participant's
choice or otherwise transfer such shares.
24. WHAT ARE THE COSTS AND EXPENSES IN CONNECTION WITH MAKING CHANGES IN
PARTICIPATION IN THE PLAN?
The Company will pay all the costs in connection with any changes in
enrollment by a Plan Participant other than the brokerage commissions in
connection with the sale of shares. The benefit of any reduced commissions,
resulting from commingled sales by the Plan Administrator's designee will be
passed on, pro rata, to the selling Plan Participants.
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<PAGE> 14
OTHER MATTERS IN CONNECTION WITH THE PLAN
25. WHO BEARS THE RISK OF PRICE CHANGES IN THE COMMON STOCK?
The Plan Participants bear the financial risk of changes in the market
value and marketability of all shares, whether whole or fractional, of Common
Stock enrolled in the Plan and allocated to such Plan Participant's account.
The Plan Participants should recognize that neither the Company nor the Plan
Administrator can provide any assurance of a profit or protection against loss
on shares purchased under the Plan.
26. WILL THE PLAN ADMINISTRATOR VOTE SHARES CREDITED TO A PLAN
PARTICIPANT'S PLAN ACCOUNT AT STOCKHOLDERS' MEETINGS?
The Plan Administrator will promptly forward all proxy solicitation
materials received relating to shares of Common Stock held under the Plan to
the Plan Participants (including brokers, banks and other nominees). The Plan
Administrator will vote only those shares of Common Stock held by the Plan
Administrator as custodian for the Plan Participants for which a properly
executed and completed proxy is timely returned by the Plan Participant.
For each meeting of stockholders, a Plan Participant will receive
proxy cards that will enable the Plan Participant to vote both the shares
registered in the Plan Participant's name directly and any Shares of Common
Stock credited to the Plan Participant's account (including fractional shares).
If the proxy cards are signed and returned but no voting instructions
are provided, all of the Plan Participant's shares (including Shares credited
to the Plan Participant's Plan account) will be voted in accordance with the
recommendation of Republic's management. This is the same procedure that is
followed for all stockholders who return proxies and do not provide
instructions. If the proxy card is not returned or is returned unsigned by the
stockholder, none of the Plan Participant's shares will be voted.
If a Plan Participant elects, he or she may vote his or her shares,
including all Plan Shares held for his or her account under the Plan, in person
at the stockholders' meeting.
27. MAY PLAN PARTICIPANTS SET UP INDIVIDUAL RETIREMENT ACCOUNTS?
Plan Participants may establish qualified individual retirement
accounts ("IRAs") under the Plan if permitted by the Plan Administrator and the
custodians of the Plan Participants' IRAs.
28. WHAT HAPPENS IF THE COMPANY ISSUES A DIVIDEND PAYABLE IN STOCK OR
DECLARES A STOCK SPLIT?
Any stock dividends or split shares of Common Stock distributed by the
Company on shares enrolled in the Plan will be credited pro rata to each Plan
Participant's account in the same manner as stockholders who are not Plan
Participants in the Plan and such shares will be automatically enrolled in the
Plan. Stock dividends or split shares distributed on shares registered in a
Plan Participant's name will be mailed directly to the Plan Participant.
The Plan does not provide for the reinvestment of special cash
dividends, partial liquidating distributions or non-cash dividends.
29. IF THE COMPANY HAS A RIGHTS OFFERING HOW WILL THE RIGHTS ON PLAN
SHARES BE TREATED?
The Plan Administrator shall promptly forward to Plan Participants any
rights offering received by the Plan Administrator as custodian under the Plan
and relating to Plan Shares. The Plan Administrator will exercise such rights
on such Plan Shares for which properly executed and completed instructions are
timely returned by the Plan Participant. Rights offerings by their terms may
limit participation to whole shares.
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<PAGE> 15
30. DOES THE BOARD OF DIRECTORS HAVE ANY OBLIGATIONS TO DECLARE AND PAY
DIVIDENDS AS A RESULT OF THE ADOPTION OF THIS PLAN?
The Plan will not obligate the Board of Directors of the Company to
continue to declare dividends, to pay dividends or, if declared or paid, to
declare or pay them at any particular rate. The Company's Board of Directors
will continue to determine whether to pay dividends, and when and at what rate,
based upon such factors as the Board may consider relevant including the
Company's earnings and financial condition.
31. HOW MAY PLAN PARTICIPANTS OBTAIN ANSWERS TO QUESTIONS CONCERNING THEIR
PLAN ACCOUNTS?
Questions concerning Plan accounts, and requests to invest amounts in
excess of the maximum monthly purchase limits, should be directed to the Plan
Administrator by mail at:
UMB Bank, n.a.
P.O. Box 410064
Kansas City, Missouri 64141-0064
ATTN: Securities Transfer Division
or by calling (816) 860-7787.
32. WHAT ARE SOME OF THE PLAN PARTICIPANT'S RESPONSIBILITIES UNDER THE
PLAN?
Plan shares are subject to escheat under state laws in the event that
such shares are deemed, under such laws, to have been abandoned by the Plan
Participant. Plan Participants, therefore, should notify the Plan
Administrator promptly in writing of any change of address. Account statements
and other communications to Plan Participants will be addressed to them at the
last address of record provided by Plan Participants to the Plan Administrator.
33. MAY PLAN PARTICIPANTS WRITE CHECKS AGAINST THEIR PLAN ACCOUNTS OR
OTHERWISE INSTRUCT THE PLAN ADMINISTRATOR WITH RESPECT TO THEIR
ACCOUNTS?
Plan Participants will have no right to draw checks or drafts against
their Plan accounts or to instruct the Plan Administrator with respect to any
shares of Common Stock or cash held by the Plan Administrator except as
expressly provided herein.
TERMINATION OF PARTICIPATION IN THE PLAN
34. HOW AND WHEN MAY A PLAN PARTICIPANT TERMINATE PARTICIPATION IN THE
PLAN?
A Plan Participant may completely terminate his or her participation
in the Plan at any time by providing written notice to the Plan Administrator
at the address specified in Question 3 above. To be effective for any given
dividend payment, the notice to terminate must be received by the Plan
Administrator before the Ex-Dividend Date for that dividend payment. The
Ex-Dividend Date for any dividend payment is established by the NYSE and is
currently two business days before the dividend record date. If a notice to
terminate is received by the Plan Administrator on or after the Ex-Dividend
Date for a dividend payment on the Common Stock, such notice to terminate will
not become effective until such dividend has been reinvested and the shares
purchased are credited to the Plan Participant's account, as determined by the
Plan Administrator, in its sole discretion. Any Optional Cash Payment which
would otherwise have been invested on the next Investment Date will be promptly
returned to the Plan Participant, but in no event more than 30 days after
receipt of the notice of termination.
35. MAY THE COMPANY TERMINATE A PLAN PARTICIPANT'S PARTICIPATION IN THE
PLAN?
The Plan is intended to benefit investors in the Company and is not
for investors who engage in transactions which may cause aberrations in the
pricing or trading volume of Common Stock. Therefore, the Company may, in its
sole discretion, terminate a Plan Participant's participation immediately upon
sending written notice to the Plan
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<PAGE> 16
Participant at the last known address as shown on the Plan Administrator's
records. Such termination will be effective when the notice is sent.
36. WHAT IF A PLAN PARTICIPANT DIES OR BECOMES INCOMPETENT?
In the event of the death or legal incompetency of a Plan Participant,
the account will continue to be administered according to the Plan
Participant's prior instructions until the Plan Administrator receives other
instructions from the legal representative of the deceased or incompetent Plan
Participant. The Company will terminate a Plan Participant's participation
upon receipt of satisfactory (determined by the Plan Administrator in its sole
discretion) written evidence of the participant's death or adjudication of
incompetency, in which case, however, dividend payments received together with
any shares held in the Plan Participant's account will be retained until
satisfactory (determined by the Plan Administrator in its sole discretion)
evidence of the appointment of the Plan Participant's legal representative and
its right to receive the dividends, shares or both, shall have been received by
the Plan Administrator. No interest shall be paid on any funds held pending
such appointment and delivery.
37. WHAT WILL BE DONE WITH THE SHARES OF COMMON STOCK CREDITED TO A PLAN
PARTICIPANT'S ACCOUNT UPON TERMINATION?
Except as provided above, upon termination of participation in the
Plan, the Plan Administrator will send such Plan Participant a stock
certificate for the number of whole Plan Shares in such Plan Participant's
account and a check in an amount equal to the value of any fractional shares
based upon the prevailing Market Price (less applicable costs and fees in
connection with the sale not paid by the Company) as soon as practicable after
such written notice of termination from a Plan Participant is received by the
Plan Administrator, but in no event more than 30 days after receipt of such
notice.
Upon termination of participation in the Plan, Plan Participants who
do not wish to receive a stock certificate for the number of whole shares in
their account may request that such shares be sold by notifying the Plan
Administrator in writing. The Plan Administrator's designee will sell such
shares in the manner described in Question 22 at a price equal to the
prevailing market price. The proceeds of such sale (less any related
commissions, fees and expenses not paid by the Company) will be promptly
forwarded to the Plan Participant, but in no event more than 30 days after
receipt by the Plan Administrator of the notice to sell the shares.
38. WHAT ARE THE COSTS AND EXPENSES OF TERMINATION OF PARTICIPATION IN THE
PLAN?
The Company will pay all the costs in connection with any termination
of enrollment other than the brokerage commissions in connection with the sale
of shares and a nominal service fee imposed by the Plan Administrator. The
benefit of any reduced commissions resulting from commingled sales by the Plan
Administrator's designee will be passed on, pro rata, to the selling Plan
Participants.
ADMINISTRATION OF THE PLAN
39. HOW WILL THE PLAN BE ADMINISTERED?
The Company will appoint a plan administrator (the "Plan
Administrator") that is not an affiliate of the Company and is a registered
broker/dealer or a bank as defined in Section 3(a)(6) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
The Company has appointed UMB Bank, n.a. as the Plan Administrator.
UMB Bank, n.a. is a transfer agent registered with the Securities and Exchange
Commission pursuant to Section 17A of the Exchange Act. The Plan accounts and
securities are not insured by the Federal Deposit Insurance Corporation, the
Securities Investors Protection Corporation or any similar agency.
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<PAGE> 17
40. WHAT LAW GOVERNS THE INTERPRETATION OF THE PLAN?
The Plan will be construed in accordance with the laws of the State of
Delaware, without application of the conflict of law principles thereof.
MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN
41. MAY THE PLAN BE MODIFIED, SUSPENDED OR TERMINATED?
The Company reserves the right to modify the Plan at any time except
that the Company may not modify any provision necessary to comply with the
federal securities laws. In such event, the Company will promptly provide all
Plan Participants with a copy of any material modification. The Company also
reserves the right to suspend or terminate the Plan at any time, including the
period between a record date and the related Investment Date, for any reason
including, without limitation, trading, transactional profit activities or
excessive enrollments and terminations which may cause aberrations in the price
or trading volume of Common Stock. Plan Participants will also be promptly
notified of any such suspension or termination. Upon termination of the Plan,
except in the circumstances described below, any uninvested dividends and
Optional Cash Payments will be promptly returned, a stock certificate for whole
shares credited to each Plan Participant's Plan account will be issued and cash
payment will be made for any fractional share credited to each such account.
In that case, Plan Participants shall not have the right to direct the Plan
Administrator sell their shares enrolled in the Plan.
In the event that the Company terminates the Plan for the purpose of
establishing another dividend reinvestment plan, Plan Participants will be
automatically enrolled in such other Plan and shares credited to their accounts
under this Plan will be credited automatically to such other Plan, unless
notice to the contrary is received by the Plan Administrator from either a Plan
Participant or the Company.
The Company will pay all the costs in connection with any
modification, suspension or termination of the Plan.
RESPONSIBILITY OF THE COMPANY, THE PLAN ADMINISTRATOR
AND THE PLAN ADMINISTRATOR'S DESIGNEE
42. WHAT ARE THE RESPONSIBILITIES OF THE COMPANY, THE PLAN ADMINISTRATOR
AND THE PLAN ADMINISTRATOR'S DESIGNEE UNDER THE PLAN?
Neither the Company, the Plan Administrator nor the Plan
Administrator's designee will be liable for any act done in good faith or for
any good faith omission to act, including, without limitation, any claim of
liability arising out of the failure to terminate a Plan Participant's account
upon such Plan Participant's death or legal incompetency, the prices at which
shares are purchased or sold for the Plan Participant's account, the times when
purchases or sales are made or fluctuations in the market value of Common
Stock. The foregoing shall not affect a stockholder's right to bring a cause
of action based on alleged violations of federal securities laws. The Plan
Administrator has the right to interpret, in its sole discretion, the Plan.
43. WHAT HAPPENS IF THE PLAN ADMINISTRATOR CANNOT PURCHASE SHARES?
If Republic determines not to make newly issued or treasury shares
available for purchase pursuant to the Plan, and in the event that applicable
federal securities laws require the temporary curtailment or suspension of open
market purchases of shares under the Plan, neither the Plan Administrator nor
Republic will be accountable for the failure of the Plan to purchase shares.
If shares of Common Stock are not available for a period longer than 30 days,
the Plan Administrator will, as soon as practicable, mail to the Plan
Participants a check payable to the Plan Participant's order in the amount,
without interest, of any unapplied funds in the Plan Participant's account.
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44. CAN SUCCESSOR PLAN ADMINISTRATORS BE NAMED?
Republic may from time to time designate a bank or as defined under
Section 3(a)(6) of the Exchange Act or a registered broker/dealer as defined
under Section 3(a)(6) of the Exchange Act as successor Plan Administrator for
all or a part of the Plan Administrator's functions under the Plan. If
Republic does so, references in this Prospectus to UMB Bank, n.a. shall be
deemed to be references to the successor Plan Administrator, unless the context
requires otherwise.
FEDERAL INCOME TAX CONSEQUENCES TO PLAN PARTICIPANTS
The following discussion is a general summary of certain material
federal income tax consequences of participation in the Plan. Plan
Participants should consult their own tax adviser to determine particular tax
consequences, including state income tax consequences, which vary from state to
state, that may result from participation in the Plan and subsequent
disposition of shares acquired pursuant to the Plan. This summary does not
discuss federal or foreign income tax consequences to Plan Participants who are
not citizens or residents of the United States or who reside outside the United
States.
REINVESTMENT OF DIVIDENDS. In the case of reinvested dividends,
whereby the Plan Administrator acquires shares for a Plan Participant's account
directly from Republic, the Plan Participant must include in gross income as a
dividend an amount equal to the number of shares purchased with the Plan
Participant's reinvested dividends multiplied by the fair market value of a
share of Common Stock on the relevant dividend payment date. The Plan
Participant's basis in those shares will also equal the fair market value of
the shares on the relevant dividend payment date (i.e. the amount such
Participant must include in income as a dividend as described above). The
Company will calculate the fair market value of a share of Common Stock by
taking the average of the high and low sales prices or, if none, of the closing
bid and ask prices, computed to two decimal places, of the Common Stock as
reported on the NYSE or inter-dealer quotation system on which the Common Stock
is then listed on the dividend payment date.
Alternatively, when the Plan Administrator purchases Common Stock with
reinvested dividends for a Plan Participant's account on the open market, a
Plan Participant must include in gross income as a dividend an amount equal to
the full amount of the cash dividend used to purchase such shares plus that
portion of any brokerage commissions paid by Republic which are attributable to
the purchase of the Plan Participant's shares. The Plan Participant's basis in
Plan Shares held for his or her account will be equal to their purchase price
plus allocable brokerage commissions.
As reflected in the foregoing discussion, Plan Participants will be
taxed on reinvested dividends despite not receiving any cash.
OPTIONAL CASH PAYMENTS. In the case of shares purchased on the open
market with Optional Cash Payments, stockholders will be in receipt of a
dividend to the extent of any brokerage commissions paid by Republic. The Plan
Participant's basis in the shares acquired with optional investments will be
the cost of the shares to the Plan Administrator plus the additional amount, if
any, treated as a dividend for federal income tax purposes.
RECEIPT OR DISPOSITION OF SHARES. A Plan Participant will not realize
any taxable income when he or she receives certificates for whole Plan Shares
credited to his or her account under the Plan, either upon a request for such
certificates or upon termination of the Plan. However, a Plan Participant who
receives, upon termination of participation or termination of the Plan, a cash
payment for the sale of Plan Shares held for such Plan Participant's account or
for a fractional share then held in his or her account will realize gain or
loss measured by the difference between the amount of the cash received, net of
brokerage commissions and any other costs of sale, and the Plan Participant's
basis in the shares, and/or fractional share sold. Such gain or loss will be
capital in character if such shares and/or fractional shares are capital assets
in the hands of the Plan Participant. Similarly, a Plan Participant who sells
Plan Shares will generally recognize gain or loss in an amount equal to the
difference between the amount realized and the tax basis in the Plan Shares
that are sold.
-17-
<PAGE> 19
TAX INFORMATION AND BACKUP WITHHOLDING. Plan Participants will
receive annual tax information with respect to dividend income received in
connection with the Plan, as if such amounts had been paid directly to the Plan
Participants. Plan Participants will continue to be subject to backup
withholding requirements of the federal income tax laws. If such requirements
are not satisfied, 31% of the dividends payable to a Plan Participant will be
withheld and paid to the Internal Revenue Service and will not be reinvested
under the Plan. In addition, in the case of foreign stockholders whose
dividends are subject to U.S. federal withholding tax, such tax will be
withheld and paid to the Internal Revenue Service and will not be reinvested
under the Plan.
For further information as to tax consequences of participation in the
Plan, Plan Participants should consult with their own tax advisors. The income
tax consequences for Plan Participants who do not reside in the United States
will vary from jurisdiction to jurisdiction.
A Plan Participant's holding period for shares acquired pursuant to
the Plan will begin on the day following the Investment Date.
In the case of corporate stockholders, dividends may be eligible for
the dividends-received deduction.
Shares of Common Stock purchased under the Plan have Rights attached.
Depending upon the circumstances, Plan Participants may recognize taxable
income in the event that the Rights become exercisable or are exercised. The
redemption of the Rights also would be a taxable event.
If a Plan Participant fails to provide certain federal income tax
certifications in the manner required by law, dividends on shares of Common
Stock, proceeds from the sale of fractional shares and proceeds from the sale
of shares held for a Plan Participant's account, will be subject to federal
income tax withholding at the applicable withholding rate.
The Tax Equity and Fiscal Responsibility Act of 1982 imposes certain
reporting obligations upon brokers and other middlemen. As a result, the Plan
Administrator will be required to report to the Internal Revenue Service and
the Plan Participant any sale of shares effected on behalf of a Plan
Participant.
If a Plan Participant is a foreign stockholder whose dividends are
subject to federal income tax withholding at the applicable withholding rate
(or a lower treaty rate), the appropriate amount will be withheld and the
balance in shares will be credited to such Plan Participant's account.
PLAN OF DISTRIBUTION
The Common Stock acquired under the Plan from the Company is being
sold directly by the Company through the Plan. The Company will pay all the
costs of administration of the Plan in connection with a Plan Participant's
participation in the Plan, including brokerage commissions, if any, for
purchasers of shares pursuant to the Plan. However, (i) beneficial owners who
arrange to participate in the Plan indirectly through a broker or other nominee
may be required to pay a commission or service fee to such broker or nominee in
connection with such participation (see Question 5); (ii) a Plan Participant
using the automatic monthly investment feature of the Plan for Optional Cash
Payments will be responsible for any charges imposed by his or her bank, broker
or other financial institution for the electronic funds transfer (see Question
11); and (iii) a Participant who sells through the Plan Administrator all or a
part of the shares held for such Participant under the Plan (including with
respect to fractional shares upon termination of participation in the Plan)
will be charged any brokerage commissions, service fees, transfer taxes or
other costs of sale in connection with such sale (see Question 22).
Common Stock may not be available under the Plan in all states. This
Prospectus does not constitute an offer to sell, or a solicitation of an offer
to buy, any Common Stock or other securities in any state or any other
jurisdiction to any person to whom it is unlawful to make such offer in such
jurisdiction.
-18-
<PAGE> 20
EXPERTS
The consolidated financial statements incorporated in this prospectus
by reference from the Company's Annual Report on Form 10-K for the years ended
June 30, 1997, 1996 and 1995 have been audited by Arthur Andersen LLP,
independent auditors, as stated in its reports, which are incorporated herein
by reference, and have been so incorporated in reliance upon the report of such
firm given upon its authority as an expert in accounting and auditing.
LEGAL MATTERS
Certain legal matters with respect to the Common Stock offered hereby
will be passed upon for the Company by Locke Purnell Rain Harrell (A
Professional Corporation), 2200 Ross Ave, Suite 2200, Dallas, Texas 75201.
SECURITIES AND EXCHANGE COMMISSION POSITION
ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
The Certificate of Incorporation and By-Laws of the Company provide
for the indemnification of its officers and directors under certain
circumstances. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, the
Company has been informed that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is therefore unenforceable.
-19-
<PAGE> 21
================================================================================
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OF SOLICITATION IN SUCH
JURISDICTION. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING MADE HEREBY, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY REPUBLIC.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
===============================
TABLE OF CONTENTS
================================
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information . . . . . . . . . . . 2
Incorporation of Certain
Documents by Reference . . . . . . . . . 2
Republic Group Incorporated . . . . . . . . 2
The Plan . . . . . . . . . . . . . . . . .
Advantages and Disadvantages . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . 4
Description . . . . . . . . . . . . . . . . 4
Optional Cash Payments . . . . . . . . . . 7
Investment and Reinvestment in
Common Stock . . . . . . . . . . . . . . 9
Changes in Enrollment . . . . . . . . . . . 11
Other Matters . . . . . . . . . . . . . . . 13
Termination of Participation . . . . . . . 14
Administration . . . . . . . . . . . . . . 15
Modification, Suspension or Termination . . 16
Responsibility of the Company, the Plan
Administrator and the Plan
Administrator's Designee . . . . . . . . 16
Federal Income Tax Consequences
to Plan Participants . . . . . . . . . . 17
Plan of Distribution . . . . . . . . . . . 18
Experts . . . . . . . . . . . . . . . . . . 19
Legal Matters . . . . . . . . . . . . . . . 19
SEC Position on Indemnification for Securities
Act Liabilities . . . . . . . . . . . . . 19
================================================================
</TABLE>
REPUBLIC GROUP
INCORPORATED
[LOGO]
DIVIDEND REINVESTMENT PLAN
COMMON STOCK
($1.00 PAR VALUE)
-----------------
PROSPECTUS
-----------------
November 24, 1997
================================================================================
<PAGE> 22
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee . . . . . . . . . . . . . . . . . . . . $ 2,804.00
---------
New York Stock Exchange Listing Fees . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,500.00
---------
Printing Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 500.00
---------
Legal and Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . $ 16,500.00
---------
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 500.00
---------
Miscellaneous Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 500.00
---------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 22,304.00
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 145 of the General Corporation Law of the State of Delaware
empowers a corporation to indemnify its directors, officers, employees and
agents and to purchase insurance, with respect to liability arising out of
their capacity or status as directors, officers, employees and agents. Section
145 further provides that the indemnification provided therein shall not be
deemed exclusive of any other rights to which the directors, officers,
employees and agents of a corporation may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise.
Article Tenth of the Company's Amended and Restated Certificate of
Incorporation provides that the Company shall indemnify any and all of its
directors or officers or former directors or officers or any person who may
have served at its request as a director or officer of another corporation in
which it owns shares of capital stock or of which it is a credit against
expenses actually and necessarily incurred by them in connection with the
defense of any action, suit or proceeding in which they, or any of them, are
made parties, or a party, by reason of being or having been directors of
officers or a director or officer of the Company, except in relation to matters
as to which any such director or officer or former director or officer shall be
adjudged in such action, suit or proceeding to be liable for negligence or
misconduct in the performance of duty.
Article VI of the Company's Amended and Restated Bylaws (the "Bylaws")
provides for indemnification of the Company's directors, officers, employees
and agents in certain circumstances and sets forth certain procedures for such
indemnification. Article VI of the Company's Bylaws, which are filed as
Exhibit 4.2 to this Registration Statement, is incorporated herein by
reference.
The Company has a directors and officers insurance policy insuring
directors and officers and former directors and officers of the Company and its
subsidiaries against damages, judgments, settlements and costs that any such
persons may become legally obligated to pay on account of claims made against
them, for any error, misstatement or misleading statement, act or omission, or
neglect or breach of duty committed, attempted or allegedly committed or
attempted by such persons in the discharge of their duties to the Company in
their capacities as directors or officers, or any matter claimed against them
solely by reason of their serving in such capacities.
<PAGE> 23
ITEM 16. EXHIBITS.
*4.1 Second Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3(a) to
the Company's Quarterly Report on Form 10-Q, dated
November 13, 1996).
*4.2 Amended and restated Bylaws of the Company
(incorporated by reference to Exhibit 3(b) to the
Company's Quarterly Report on Form 10-Q, dated
November 13, 1996).
*4.3 Specimen Common Stock Certificate (incorporated by
reference to Exhibit 4 to the Company's registration
Statement on Form 8-A, dated October 25, 1984, SEC
File No. 1-7210).
*4.4 Amended and Restated Rights Agreement between the
Company and UMB Bank, N.A. as Rights Agent
(incorporated by reference to Exhibit 4 to the
Company's Current Report on Form 8-K, dated November
22, 1996).
*4.5 Description of Rights to Purchase Common Stock
(incorporated by reference to Item 1 to the Company's
Registration Statement on Form 8-A/A, dated November
22, 1996).
**4.6 Prospectus relating to the Republic Group
Incorporated Group Dividend Reinvestment Plan.
4.6A Prospectus relating to the Republic Group
Incorporated Dividend Reinvestment Plan, as amended
(incorporated by reference to the Company's
Post-Effective Amendment No. 1 to Registration
Statement on Form S-3, dated November 24, 1997).
4.7 Forms of Enrollment, Automatic Monthly Deduction,
Share Safekeeping and Transfer Forms to be used in
connection with the Republic Group Incorporated
Dividend Reinvestment Plan.
*5.1 Opinion of Locke Purnell Rain Harrell (A Professional
Corporation).
23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of Locke Purnell Rain Harrell (A Professional
Corporation) (included in Exhibit 5.1).
*24.1 Powers of Attorney.
- ---------------
* Previously filed.
** Intentionally omitted.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregates represent a fundamental change in the information
set forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post- effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
<PAGE> 24
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
<PAGE> 25
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Hutchinson, State of Kansas, on this 21st day of November, 1997.
REPUBLIC GROUP INCORPORATED
By: /s/ PHIL SIMPSON
----------------------------
Name: Phil Simpson
Title: Chairman of the Board,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ PHIL SIMPSON Chairman of the Board, President and Chief November 21, 1997
-------------------------------- Executive Officer and Director (principal
Phil Simpson executive officer)
** Executive Vice President and Director November 21, 1997
--------------------------------
Stephen L. Gagnon
** Vice President and Chief Financial Officer November 21, 1997
-------------------------------- (principal financial and accounting officer)
Doyle R. Ramsey
** Director November 21, 1997
--------------------------------
Bert A. Nelson
** Director November 21, 1997
--------------------------------
Talbot Rain
** Director November 21, 1997
--------------------------------
Gerald L. Ray
** Director November 21, 1997
--------------------------------
Robert F. Sexton
** Director November 21, 1997
--------------------------------
David P. Simpson
** Director November 21, 1997
--------------------------------
L.L. Wallace
** Director November 21, 1997
--------------------------------
David B. Yarbrough
** /s/ PHIL SIMPSON
-----------------------------
By: Phil Simpson
Attorney-in-fact
</TABLE>
<PAGE> 26
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------ -----------------------
<S> <C>
*4.1 Second Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3(a) to the Company's Quarterly
Report on Form 10-Q, dated November 13, 1996).
*4.2 Amended and restated Bylaws of the Company (incorporated by reference
to Exhibit 3(b) to the Company's Quarterly Report on Form 10-Q, dated
November 13, 1996).
*4.3 Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4 to the Company's registration Statement on Form 8-A, dated
October 25, 1984, SEC File No. 1-7210).
*4.4 Amended and Restated Rights Agreement between the Company and UMB
Bank, N.A. as Rights Agent (incorporated by reference to Exhibit 4 to
the Company's Current Report on Form 8-K, dated November 22, 1996).
*4.5 Description of Rights to Purchase Common Stock (incorporated by
reference to Item 1 to the Company's Registration Statement on Form
8-A/A, dated November 22, 1996).
**4.6 Prospectus relating to the Republic Group Incorporated Dividend
Reinvestment Plan.
4.6A Prospectus relating to the Republic Group Incorporated Dividend
Reinvestment Plan, as amended (incorporated by reference to the
Company's Post-Effective Amendment No. 1 to Registration Statement on
Form S-3, dated November 24, 1997).
4.7 Forms of Enrollment, Automatic Monthly Deduction, Share Safekeeping
and Transfer Forms to be used in connection with the Republic Group
Dividend Reinvestment Plan.
*5.1 Opinion of Locke Purnell Rain Harrell (A Professional Corporation).
23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of Locke Purnell Rain Harrell (A Professional Corporation)
(included in Exhibit 5.1).
*24.1 Powers of Attorney.
</TABLE>
- ---------------
* Previously filed.
** Intentionally omitted.
<PAGE> 1
EXHIBIT 4.7
ENROLLMENT FORM FOR
REPUBLIC GROUP INCORPORATED DIVIDEND REINVESTMENT PLAN
THIS IS NOT A PROXY
Signing this Authorization Form below and returning it to UMB Bank,
n.a. (the Bank) authorizes the Bank to act on your behalf as described in the
Plan Prospectus.
TO: UMB Bank, n.a.
Securities Transfer Division
P.O. Box 410064
Kansas City, Missouri 64141-0064
As Plan Administrator please enroll my Common Stock account in the
Republic Group Incorporated Dividend Reinvestment Plan as indicated
below.
Please print name(s)
--------------------------------------------------
exactly as shown on
Stock Certificate
--------------------------------------------------
--------------------------------------------------
Address for Account
--------------------------------------------------
--------------------------------------------------
Zip Code
Signature(s) of
Registered Owner(s)
(ALL OWNERS MUST SIGN
--------------------------------------------------
IF SHARES REGISTERED IN
MORE THAN ONE NAME)
--------------------------------------------------
TAX IDENTIFICATION NUMBER:
--------------------------------------------------
EXPLANATION OF INVESTMENT OPTIONS UNDER THE PLAN
A. FULL DIVIDEND REINVESTMENT -- Dividends on all Republic common shares
enrolled in your account as well as dividends on full and fractional shares
credited to your account will be reinvested in additional common shares. Any
optional cash payments also will be invested.
B. OPTIONAL CASH PAYMENT ONLY -- Payments received will be invested on
the relevant Investment Date as explained in the Prospectus. Payments must be
at least $50 and may not exceed a total of $10,000 per quarter (without a prior
written waiver by the Company). Dividends on the shares purchased with
optional payments will be reinvested to purchase additional common shares.
C. PARTIAL DIVIDEND REINVESTMENT -- Dividends on the number of shares
specifically enrolled in your account (but less than all) as well as the
dividends on full and fractional shares credited to your account will be
reinvested in additional common shares. Dividends on the remaining shares not
enrolled in the Plan will be mailed to you. Optional cash payments also will
be invested.
Participation in the Plan is subject to the terms of the Prospectus
describing the Plan. You may terminate participation in the Plan by notifying
the Plan Administrator, UMB Bank, n.a., in writing.
Please address inquiries concerning your account to UMB Bank, n.a.,
P.O. Box 410064, Kansas City, Missouri 64141-0064 or you may call the Bank at
(816) 860-7787.
SELECTION OF INVESTMENT OPTIONS
CHECK ONE BOX ONLY
A. [ ] FULL DIVIDEND REINVESTMENT -- Please reinvest all dividends
for this account. In addition, I may make optional cash
payments.
B. [ ] OPTIONAL CASH PAYMENT ONLY -- Please invest my enclosed cash
payment of at least $50, but continue to send me the cash
dividends on shares held by me.
C. [ ] PARTIAL DIVIDEND REINVESTMENT - Please reinvest dividends on
_________________________________ shares for this account. In
addition, I may make optional cash payments.
If enclosing cash payment of at least $50 for options A, B, or C
above, make check or money order payable to "UMB Bank, n.a." and
indicate amount here $__________
IF A STOCKHOLDER SIGNS AND RETURNS THIS ENROLLMENT FORM WITHOUT
ELECTING AN INVESTMENT OPTION, THE STOCKHOLDER WILL BE DEEMED TO HAVE
SELECTED OPTION A -- FULL DIVIDEND REINVESTMENT
<PAGE> 2
REPUBLIC GROUP INCORPORATED
DIVIDEND REINVESTMENT PLAN
AUTOMATIC MONTHLY DEDUCTION FORM
Under the Republic Group Incorporated Dividend Reinvestment Plan, you may elect
to make Optional Cash Payments monthly by way of automatic electronic funds
transfer. This feature is designed to provide you with a convenient method to
add to your investment in Republic Group Incorporated common stock on a regular
basis. This option allows you to transfer money from your checking account to
your Dividend Reinvestment account automatically. You will be responsible for
any charges imposed by your bank or other financial institution in connection
with the transfer.
INVESTMENT AMOUNT: $______________ Amount to be invested each month.
(minimum $50, maximum $10,000 per quarter (or $3,333.33 per month); enter $0
if you wish to terminate your Automatic Monthly Deduction)
Attach a VOIDED check, or complete the bank information below.
( )
- ---------------------------------------- ----------------------------------
BANK NAME BANK PHONE NUMBER (including
Area Code)
- ---------------------------------------- ----------------------------------
BANK ADDRESS (City & State) BANK REPRESENTATIVE
- ---------------------------------------- ----------------------------------
BANK TRANSIT NUMBER BANK ACCOUNT NUMBER
I authorize UMB Bank, n.a., as Plan Administrator of the Republic Group
Incorporated Dividend Reinvestment Plan to credit my account by withdrawing the
amount specified above from the checking account shown above on the date that
is three business days prior to the Investment Date for each month (as defined
in the Plan). If this date falls on a weekend or holiday, the withdrawal from
my checking account will be made on the next business day. This authorization
will remain in effect until it is changed or canceled by written notification
( )
- ------------------------------ ------------- --------------------
AUTHORIZATION SIGNATURE DATE DAYTIME PHONE
<PAGE> 3
REPUBLIC GROUP INCORPORATED
DIVIDEND REINVESTMENT PLAN
SHARE SAFEKEEPING FORM
TO: UMB Bank, n.a. (Plan Administrator)
P.O. Box 410064
Kansas City, MO 64141-0064
As Plan Administrator, please deposit the following certificates of Republic
Group Incorporated Common Stock for safekeeping into my Republic Group
Incorporated Dividend Reinvestment Plan account:
Account No.:
---------------------------------------------------
Registration:
---------------------------------------------------
---------------------------------------------------
Name(s) as shown on Stock Certificate(s)
<TABLE>
<CAPTION>
============================================================================================================
DESCRIPTION OF SHARES FOR SAFEKEEPING
- ------------------------------------------------------------------------------------------------------------
Certificate No. Date of Certificate No. of Shares
--------------- ------------------- -------------
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
TOTAL OF NUMBER OF SHARES BEING DEPOSITED:
- ------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Signature(s) of registered owner(s)
============================================================================================================
</TABLE>
It is suggested that certificate(s) be mailed to the Plan Administrator at the
above address by registered, insured mail, but the method of delivery and risk
of loss of shares being delivered to the Plan Administrator will be on Plan
Participants. Shares deposited with the Plan Administrator may be sold or
transferred through the Plan. All dividends on shares deposited into the Plan
will be reinvested. It is not necessary to deposit share certificates with the
Plan Administrator in order to enroll shares for participation in the Plan.
Please see the Prospectus for more information.
<PAGE> 4
REPUBLIC GROUP INCORPORATED
DIVIDEND REINVESTMENT PLAN
TRANSFER FORM
As explained in the terms and conditions of the Republic Group Incorporated
Dividend Reinvestment Plan (the "Plan") I would like to transfer shares held in
my account.
Shares may be transferred to individuals, trusts, other organizations or under
the Uniform Transfers to Minors Act. In all cases, UMB Bank, n.a., as Plan
Administrator for the Plan, must be supplied with a complete registration,
including name, address, trustee and trust dates (if applicable) and a social
security or tax identification number. In the case of multiple transfers, a
separate Transfer Form must be completed for each gift. Failure to supply any
of the above information will delay the transfer.
Transferred shares will be debited from the unissued shares held in your Plan
account. If you do not have enough shares in unissued form you must include a
stock certificate(s) with the completed Transfer Form. Any shares remaining
from those submitted that are not being transferred will be deposited into your
account and held in safekeeping in unissued form. A certificate will be
reissued only on request. (Such remaining shares, however, will not be
enrolled in the Plan unless you submit an authorization form covering such
shares.)
Transferred shares will continue to be held under the Plan, the transferee will
automatically be enrolled in the Plan as to the shares transferred, and all
dividends on the shares transferred will be reinvested under the terms of the
Plan, unless and until such transferee changes or terminates his or her
enrollment in accordance with the terms of the Plan. The transferee will
receive a statement showing the number of shares transferred to and held in the
transferee's account.
Please complete the information requested below and return the Transfer Form
to:
Republic Group Incorporated Dividend Investment Program
c/o UMB Bank, n.a.
Securities Transfer Division
P.O. Box 410064
Kansas City, MO 64141-0064
<TABLE>
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------
PLAN PARTICIPANT INFORMATION
Name: Acct. No.:
------------------------------------------------------------------------ ---------------------------------
Address: City: State: Zip:
------------------------------------------- ---------------------------- ---------- --------------
Social Security Number:
--------------------------------------------------------------------------------------------------
Phone Number: Number of Whole Shares Transferred:
-------------------------------------- ----------------------------------
Certificate Number(s) Enclosed:
------------------------------------------------------------------------------------------
(If enclosing certificates, do not endorse. Certificates should be sent to the address listed above by registered
mail.)
TRANSFER REGISTRATION Please print all information requested below.
- -------------------------------------------------------------------- --------------------------------------------
First Name M.I. Last Name Social Security Number
- -------------------------------------------------------------------- --------------------------------------------
Joint Owner First Name M.I. Last Name Phone Number
- -------------------------------------------------------------------------------------------------------------------------
Address City State Zip
</TABLE>
SIGNATURES
By signing this form, I authorize UMB Bank, n.a. as Plan Administrator to debit
my account and issue shares in unissued form in the registration listed above.
ALL JOINT OWNERS MUST SIGN AND THEIR SIGNATURE(S) MUST BE MEDALLION GUARANTEED.
<TABLE>
<S> <C> <C> <C>
(X) (X)
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PARTICIPANT'S SIGNATURE DATE PARTICIPANT'S SIGNATURE DATE
(X) (X)
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SIGNATURE/MEDALLION GUARANTEE DATE SIGNATURE/MEDALLION GUARANTEE DATE
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<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accounts, we hereby consent to the incorporation by
reference in this Post Effective Amendment No. 1 to Form S-3 registration
statement of our reports dated August 5, 1997, included in Republic Group
Incorporated's Form 10-K for the year ended June 30, 1997, and to all
references to our Firm included in the registration statement.
ARTHUR ANDERSEN LLP
Dallas, Texas
November 21, 1997
