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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Republic Group Incorporated
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(Name of Issuer)
Common Stock $1.00 par value
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(Title of Class of Securities)
760 473 108
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(CUSIP Number)
Janey S. Rife, P.O. Box 1307, Hutchinson, Kansas 67504-1307, (316) 727-2711
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 23, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP NO. 760 473 108 PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
A.M. RHYNE & CO. LIMITED
(Phil Simpson, Managing General Partner)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
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7 SOLE VOTING POWER
--
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY --
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING --
PERSON WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
--
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
--
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14 TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP NO. 760 473 108 PAGE 3 OF 7 PAGES
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PHIL SIMPSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
2,172,049.714
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY --
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,081,464
PERSON WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,172,049.714
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.53%
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14 TYPE OF REPORTING PERSON
IN
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PAGE 4 OF 7 PAGES
ITEM 1. SECURITY AND ISSUER.
The securities to which this schedule 13D relates are the
shares of common stock, $1.00 par value per share (the "Common Stock"), of
Republic Group Incorporated, a Delaware corporation (the "Issuer"), whose
principal executive offices are located at P.O. Box 1307, Hutchinson, Kansas
67504-1307.
ITEM 2. IDENTITY AND BACKGROUND.
This Amendment is being filed by A. M. Rhyne & Co. Limited, a
Texas limited partnership (the "Partnership") and Mr. Phil Simpson. Mr. Phil
Simpson is the Managing General Partner of the Partnership and Mrs. Lorraine
Hammerich Simpson, the spouse of Mr. Phil Simpson ("Mrs. Simpson"), and Mr.
David P. Simpson, the adult son of Mr. Phil Simpson and Mrs. Simpson, are
General Partners of the Partnership. Pursuant to the Partnership Agreement (as
hereinafter defined), Mr. Phil Simpson has sole and exclusive voting and
dispositive power with respect to the shares owned by the Partnership. The
Partnership and Mr. Phil Simpson are collectively referred to hereinafter as
the "Reporting Persons" (from and after the date of this Amendment, Mr. Phil
Simpson will be the only "Reporting Person").
The Partnership's principal purposes are to own, operate and
maintain the partnership assets for investment and/or capital appreciation and
to provide a means for the partners to preserve the partnership assets for
various purposes, including estate planning.
Mr. Phil Simpson's principal occupation is the Chairman of the
Board, President and Chief Executive Officer of the Issuer. Mr. Simpson is a
citizen of the United States of America.
Mrs. Simpson's principal occupation is a housewife. Mrs.
Simpson is a citizen of the United States of America.
Mr. David P. Simpson's principal occupation is the General
Partner of Avinger Timber Co. Limited (timberland and related investments),
President of Simpson Publishing Company (religious publications), and the Mayor
of the City of Avinger, Texas. Mr. David P. Simpson is a citizen of the United
States of America.
The business address of each of the Partnership, Mr. Phil
Simpson and Mrs. Simpson is P.O. Box 750, Dallas, Texas 75221. The business
address of each of Mr. David P. Simpson, Avinger Timber Co. Limited and Simpson
Publishing Company is P.O. Box 100, Avinger, Texas 75630-0100.
None of the Reporting Persons, Mrs. Simpson or Mr. David P.
Simpson have been: (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) during the last five years or (ii) a party,
during the last five years, to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in any of their
being subject to a judgment, decree or final order enjoining future violations
of or prohibiting or mandating activities subject to federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The 1,953,140 shares of Common Stock that were previously
reported as beneficially owned by the Partnership were acquired by Mr. Phil
Simpson through a series of transfers effected on March 23, 1998 by the
Partnership. As a result, Mr. Phil Simpson now beneficially owns 2,172,049.714
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PAGE 5 OF 7 PAGES
shares of Common Stock, including 90,585.714 shares allocated to him under the
Issuer's Employee Stock Ownership Plan ("ESOP").
ITEM 4. PURPOSE OF TRANSACTION.
The transfers made by the Partnership as reported in Item 3 above
were primarily for estate planning and investment purposes. Mr. Phil Simpson
intends to hold the shares reported herein for investment purposes. Mr. Phil
Simpson may, however, from time to time, in the ordinary course of his business
invest in additional shares of Common Stock, or may engage, depending upon
market conditions and other relevant factors in a sale or other disposition of
all or a portion of the shares of Common Stock being reported herein. Except as
otherwise stated below, Mr. Phil Simpson has no present plans or proposals which
relate to or would result in any extraordinary corporate transaction involving
the Issuer or any of its subsidiaries, a sale or transfer of a material amount
of assets of the Issuer, a change in the present Board of Directors or
management of the Issuer, a material change in the present capitalization or
dividend policy of the Issuer, any other material change in the Issuer's
business corporate structure, changes in the Issuer's Charter or Bylaws or with
respect to the delisting or deregistration of any of the Issuer's securities.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The Reporting Persons beneficially own, in the aggregate,
2,172,049.714 shares of Common Stock. In connection with the transfers reported
in Item 3 above, the Partnership ceased to be a beneficial owner of more than
five percent of the Common Stock on March 23, 1998.
As reported in Item 3 above, Mr. Phil Simpson beneficially
owns 2,172,049.714 shares of Common Stock. Of such amounts, Mr. Phil Simpson
has sole voting power with respect to the 90,585.714 shares allocated to him
under the Issuer's ESOP which represents approximately 0.77% of the issued and
outstanding shares of the Issuer. The Trustee of the Issuer's ESOP has sole
dispositive power over such shares. Mr. Phil Simpson has sole voting and
dispositive power with respect to the remaining 2,081,464 shares which shares
represent approximately 17.76% of the issued and outstanding shares of the
Issuer.
Mrs. Simpson beneficially owns 66,990 shares of Common Stock over
which she has sole voting and dispositive power which shares represent
approximately 0.57% of the issued and outstanding shares of the Issuer. Mr.
David P. Simpson beneficially owns 145,892 shares of Common Stock which
represents approximately 1.24% of the outstanding shares of the Issuer. Of such
amounts, Mr. David P. Simpson has sole voting and dispositive power over 144,911
shares and shared voting and dispositive power over 981 shares owned by his
spouse.
The Reporting Persons, Mrs. Simpson and Mr. David P. Simpson have
not engaged in any transactions in the Issuer's Common Stock within the past
sixty (60) days. No person other than the Reporting Persons has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of the shares of Common Stock being reported herein.
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PAGE 6 OF 7 PAGES
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Reporting Persons, Mrs. Simpson and Mr. David P. Simpson have
not entered into any contracts, arrangements, understandings or relationships
(legal or otherwise) with any person with respect to any securities of the
Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBIT.
*Exhibit A - Joint Filing Agreement Pursuant to Rule
13d-1(f)(1)(iii).
*Exhibit B - Agreement of Limited Partnership, executed to be
effective as of January 1, 1996, and amended as of
September 19, 1996.
*Exhibit C - Unanimous Consent of General Partners of A.M. Rhyne &
Co. Limited dated August 8, 1996.
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*Previously filed.
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PAGE 7 OF 7 PAGES
SIGNATURE
After reasonable inquiry to the best of my knowledge and behalf, I
certify that the information set forth in this statement is true, complete and
correct.
A.M. Rhyne & Co. Limited
By: /s/ PHIL SIMPSON
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Phil Simpson
Managing General Partner
/s/ PHIL SIMPSON
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Phil Simpson
Dated: April 3, 1998
