<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 6, 1998
REGISTRATION NO. 333-63261
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 4
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------
REPUBLIC GROUP INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------------
DELAWARE 1-7120 75-1155922
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
811 EAST 30TH AVENUE
HUTCHINSON, KANSAS 67502
(316) 727-2700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
DOYLE R. RAMSEY
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
REPUBLIC GROUP INCORPORATED
811 EAST 30TH AVENUE
HUTCHINSON, KANSAS 67502
(316) 727-2700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
WITH COPY TO:
BRYAN E. BISHOP, ESQ.
LOCKE PURNELL RAIN HARRELL
(A PROFESSIONAL CORPORATION)
2200 ROSS AVENUE, SUITE 2200
DALLAS, TEXAS 75201-6776
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement is declared effective.
If the only securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
If this Form is filed to register additional securities for an offering pur-
suant to Rule 462(b) 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 this Form is a post-effective amendment filed pursuant to Rule 462(d) un-
der 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. [_]
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRA-
TION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION
8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SEC-
TION 8(A), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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 pro-
vides 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 Incorpora-
tion 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 offi-
cer 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 indemnifi-
cation. Article VI of the Company's Bylaws, which are filed as Exhibit 3(b) 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 subsidi-
aries 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.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits: The following documents are filed or incorporated by reference
as exhibits to this Registration Statement as required by Item 601 of Regula-
tion S-K:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
** 1 --Purchase Agreement dated July 10, 1998, among the Company, J.P.
Morgan Securities, Inc., Dain Rauscher Wessels, a division of
Dain Rauscher Incorporated, and A.G. Edwards & Sons, Inc.
** 3(a) --Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3(a) to the Company's
Quarterly Report on Form 10-Q for the period ended September 30,
1996, SEC File Number 1-7210).
** 3(b) --Bylaws of the Company, as amended (incorporated by reference to
Exhibit 3(b) to the Company's Quarterly Report on Form 10-Q for
the period ended September 30, 1996, SEC file Number 1-7210).
** 4(a) --Revolving and Term Credit Agreement (with related Promissory
Notes, Security Agreement, Mortgage, Deed of Trust and Guaranties
attached as Exhibits thereto) dated as of June 30, 1995, among
Republic Gypsum Company, Republic Paperboard Company, Republic
Paperboard Company of West Virginia and Boatmen's First National
Bank of Kansas City (incorporated by reference to Exhibit 4(i) of
the Company's Current Report on Form 8-K filed July 17, 1995, SEC
File Number 1-7210).
** 4(b) --Amendments One, Two and Three to Revolving and Term Credit
Agreement, in reference to the Company's name change from
Republic Gypsum Company to Republic Group Incorporated and to
extend the revolving credit facility one year (incorporated by
reference to Exhibit 4(b) to the Company's Annual Report on Form
10-K for the year ended June 30, 1996, SEC File Number 1-7210).
** 4(c) --Fourth Amendment to Loan Documents, dated as of April 28, 1998,
in reference to increasing the Revolving Credit Promissory Note
principal amount to $50,000,000 and to extend the revolving
credit facility one year.
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
** 4(d) --Credit Agreement (with related forms of Note, Pledge Agreement,
Security Agreement, Mortgage, and Subsidiary Guarantee attached
as Exhibits thereto) dated as of July 15, 1998, among the
Company, Morgan Guaranty Trust Company of New York, as
Syndication Agent, NationsBank, N.A., as Administrative Agent,
and the Banks and LC Issuing Banks, as defined therein
(incorporated by reference to Exhibit 99(a) to the Company's
Current Report on Form 8-K filed September 11, 1998, SEC file
Number 1-7210).
** 4(e) --Indenture dated as of July 15, 1998 between the Company and UMB
Bank, N.A., as Trustee, relating to the Company's 9 1/2% Senior
Subordinated Notes due 2008 (incorporated by reference to Exhibit
99(b) to the Company's Current Report on Form 8-K dated September
11, 1998, SEC File Number 1-7210).
** 4(f) --Registration Rights Agreement dated July 15, 1998, among the
Company, J.P. Morgan Securities, Inc., Dain Rauscher Wessels, a
division of Dain Rauscher Incorporated, and A.G. Edwards & Sons,
Inc.
** 5 --Opinion of Locke Purnell Rain Harrell (A Professional
Corporation) regarding validity and enforceability of the New
Notes.
** 5(b) --Opinion of Locke Purnell Rain Harrell (A Professional
Corporation) regarding validity and enforceability of the New
Notes.
* 5(c) --Opinion of Locke Purnell Rain Harrell (A Professional
Corporation) regarding the validity and enforceability of the New
Notes.
**10(a) --The 1989 Long-Term Incentive Plan (As Restated and Amended
Effective August 16, 1996) (incorporated by reference to Exhibit
10(a) to the Company's Quarterly Report on Form 10-Q for the
period ended September 30, 1996, SEC File Number 1-7210).
**10(b) --Non-Employee Director Stock Option Plan (As Amended Effective
August 16, 1996) (incorporated by reference to Exhibit 10(b) to
the Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1996, SEC File Number 1-7210).
**10(c) --Non-Employee Directors' Retirement Compensation Arrangement
(incorporated by reference to the description set forth under the
caption "Executive Compensation--Director Retirement Compensation
Arrangement" in the Company's Proxy Statement for the Annual
Meeting of Stockholders held October 26, 1989, SEC File Number 1-
7210).
**10(d) --Tenancy in Common Agreement dated December 29, 1983, between
Packaging Corporation of America and Republic Paperboard Company
(incorporated by reference to Exhibit 10(d) to the Company's
Annual Report on Form 10-K for the year ended June 30, 1994, SEC
File Number 1-7210).
**10(e) --Shared Facilities and Shared Service Agreement dated December
28, 1983, between Packaging Corporation of America and Republic
Paperboard Company (incorporated by reference to Exhibit 10(e)
to the Company's Annual Report on Form 10-K for the year ended
June 30, 1994, SEC File Number 1-7210).
**10(f) --Key Employee Continuation Plan (incorporated by reference to
Exhibit 10(i) to the Company's Annual Report on Form 10-K for the
year ended June 30, 1992, SEC File Number 1-7210).
**10(g) --Paperboard Supply Agreement, dated May 14, 1998, between the
Company, Republic Paperboard Company and James Hardie Gypsum,
Inc. (incorporated by reference to Exhibit 99(c) to the Company's
Current Report on Form 8-K, dated September 11, 1998, SEC File
Number 1-7210). Portions of this Exhibit were omitted pursuant to
a request for confidential treatment filed with the Office of the
Secretary of the SEC.
**10(h) --Amended and Restated Agreement for Engineering, Procurement and
Construction dated as of June 26, 1988 between Republic
Paperboard Company and Fluor Daniel, Inc. relating to the Lawton
Mill (incorporated by reference to Exhibit 99(d) to the Company's
Current Report on Form 8-K, dated September 11, 1998, SEC File
Number 1-7210). Portions of this Exhibit were omitted pursuant to
a request for confidential treatment filed with the Office of the
Secretary of the SEC.
**10(i) --Amended and Restated Parent Company Guarantee effective as of
June 26, 1998 from the Company to Fluor Daniel, Inc. relating to
the Lawton Mill (incorporated by reference to Exhibit 99(e) to
the Company's Current Report on Form 8-K, dated September 11,
1998, SEC File Number 1-7210).
**12 --Statement re Computation of Ratios.
**12(b) --Statement re Computation of Ratios (Period ended June 30, 1998).
**21 --Significant Subsidiaries of the Registrant.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
**23(a) --Consent of Arthur Andersen, LLP.
**23(b) --Consent of Locke Purnell Rain Harrell (A Professional
Corporation)(included in Exhibit 5).
**23(c) --Consent of Arthur Andersen, LLP.
**23(d) --Consent of Arthur Andersen, LLP.
**23(e) --Consent of Arthur Andersen, LLP.
**23(f) --Consent of Locke Purnell Rain Harrell (A Professional
Corporation) (included in Exhibit 5(b)).
*23(g) --Consent of Locke Purnell Rain Harrell (A Professional
Corporation) (included in Exhibit 5(c)).
**24 --Power of Attorney (included on signature page of this
Registration Statement).
**25 --Statement of Eligibility of Trustee.
**27 --Financial Data Schedule.
**27(b) --Financial Data Schedule (Period ended June 30, 1998).
**99(a) --Form of Letter of Transmittal.
**99(b) --Form of Notice of Guaranteed Delivery.
**99(c) --Form of Letter of Transmittal (revised).
**99(d) --Form of Notice of Guaranteed Delivery (revised).
**99(e) --Form of Letter of Transmittal (revised).
**99(f) --Form of Guaranteed Delivery (revised).
</TABLE>
* Filed herewith.
**Previously filed.
(b) Financial Statement Schedules:
Schedule II--Valuation and Qualifying Accounts and Reserves (incorporated by
reference to the same Schedule included in Registrant's Annual Report on Form
10-K for the year ended June 30, 1998, SEC File Number 1-7210)
(c) Reports, Opinions and Appraisals:
None.
ITEM 22. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Se-
curities 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 aggre-
gate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering
range may be reflected in the form of prospectus filed with the SEC pur-
suant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective registration statement; and
(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.
(2) That, for the purpose of determining any liability under the Securi-
ties 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 termina-
tion of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of deter-
mining any liability under the Securities Act of 1933, each filing of the Reg-
istrant's annual report pursuant to Section 13(a) or Section 15(d) of the Ex-
change Act
II-3
<PAGE>
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 ini-
tial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this Registration Statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
(d) The Registrant undertakes that every prospectus: (i) that is filed pursu-
ant to paragraph (c) immediately preceding or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Securities Act and is used in connec-
tion with an offering of securities subject to Rule 415, will be filed as a
part of an amendment to the Registration Statement and will not be used until
such amendment is effective, and that, for 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.
(e) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the Reg-
istrant pursuant to the provisions described in Item 20 hereof, or otherwise,
the Registrant has been advised that in the opinion of the SEC such indemnifi-
cation is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such di-
rector, officer or controlling person in connection with the securities being
registered, the Registrant will, unless, in the opinion of its counsel, the
matter has been settled by controlling precedent, submit to a court of appro-
priate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.
(f) The undersigned Registrant hereby undertakes to respond to request for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through
the date of responding to the request.
(g) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the com-
pany being acquired involved therein, that was not the subject of and included
in the Registration Statement when it became effective.
II-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, RE-
PUBLIC GROUP INCORPORATED HAS DULY CAUSED THIS AMENDMENT TO REGISTRATION STATE-
MENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED,
ON NOVEMBER 6, 1998.
Republic Group Incorporated
/s/ Phil Simpson
By: ____________________________________
PHIL SIMPSON CHAIRMAN OF THE
BOARD, PRESIDENT AND CHIEF
EXECUTIVE OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT TO
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACI-
TIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
/s/ Phil Simpson Chairman of the
- ----------------------------------- Board, President November 6,
PHIL SIMPSON and Chief 1998
Executive Officer
and Director
(principal
executive
officer)
* Executive Vice
- ----------------------------------- President and November 6,
DOYLE R. RAMSEY Chief Financial 1998
Officer
(principal
financial
officer)
* Vice President and
- ----------------------------------- Principal November 6,
MICHAEL W. DIRKS Accounting 1998
Officer
(principal
accounting
officer)
* Director
- ----------------------------------- November 6,
TALBOT RAIN 1998
* Director
- ----------------------------------- November 6,
GERALD L. RAY 1998
* Director
- ----------------------------------- November 6,
ROBERT F. SEXTON 1998
* Director
- ----------------------------------- November 6,
BERT A. NELSON 1998
II-5
<PAGE>
SIGNATURE TITLE DATE
* Director
- ----------------------------------- November 6,
L.L. WALLACE 1998
* Director
- ----------------------------------- November 6,
DAVID B. YARBROUGH 1998
* Director
- ----------------------------------- November 6,
C. WILLIAM CLAYPOOL 1998
/s/ Phil Simpson
*By: ______________________________
PHIL SIMPSON
ATTORNEY-IN-FACT
II-6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
**1 Purchase Agreement dated July 10, 1998, among the Company, J.P.
Morgan Securities, Inc., Dain Rauscher Wessels, a division of Dain
Rauscher Incorporated, and A.G. Edwards & Sons, Inc.
**3(a) Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3(a) to the Company's
Quarterly Report on Form 10-Q for the period year ended September
30, 1996. SEC File Number 1-7210).
**3(b) Bylaws of the Company, as amended (incorporated by reference to
Exhibit 3(b) to the Company's Quarterly Report on Form 10-Q for
the period ended September 30, 1996, SEC file Number 1-7210).
**4(a) Revolving and Term Credit Agreement (with related Promissory
Notes, Security Agreement, Mortgage, Deed of Trust and Guaranties
attached as Exhibits hereto) dated as of June 30, 1995, among
Republic Gypsum Company, Republic Paperboard Company, and Republic
Paperboard Company of West Virginia and Boatmen's First National
Bank of Kansas City (incorporated by reference to Exhibit 4(i) of
the Company's Current Report on Form 8-K filed July 17, 1995, SEC
File Number 1-7210).
**4(b) Amendments One, Two and Three to Revolving and Term Credit
Agreement, in reference to the Company's name change from Republic
Gypsum Company to Republic Group Incorporated and to extend the
Revolving Credit Agreement one year (incorporated by reference to
Exhibit 4(b) to the Company's Annual Report on Form 10-K for the
year ended June 30, 1996, SEC File Number 1-7210).
**4(c) Fourth Amendment to Loan Documents, dated as of April 28, 1998, in
reference to increasing the Revolving Credit Promissory Note
principal amount to $50,000,000 and to extend the revolving credit
facility one year.
**4(d) Credit Agreement (with related forms of Note, Pledge Agreement,
Security Agreement, Mortgage, and Subsidiary Guarantee attached as
Exhibits thereto) dated as of July 15, 1998, among the Company,
Morgan Guaranty Trust Company of New York, as Syndication Agent,
NationsBank, N.A., as Administrative Agent, and the Banks and LC
Issuing Banks, as defined therein (incorporated by reference to
Exhibit 99(a) to the Company's Current Report on Form 8-K filed
September 11, 1998, SEC file Number 1-7210).
**4(e) Indenture dated as of July 15, 1998 between the Company and UMB
Bank, N.A., as Trustee, relating to the Company's 9 1/2% Senior
Subordinated Notes due 2008 (incorporated by reference to Exhibit
99(b) to the Company's Current Report on Form 8-K dated September
11, 1998, SEC File Number 1-7210).
**4(f) Registration Rights Agreement dated July 15, 1998, among the
Company, J.P. Morgan Securities, Inc., Dain Rauscher Wessels, a
division of Dain Rauscher Incorporated, and A.G. Edwards & Sons,
Inc.
**5 Opinion of Locke Purnell Rain Harrell (A Professional Corporation)
regarding validity and enforceability of the New Notes.
**5(b) Opinion of Locke Purnell Rain Harrell (A Professional Corporation)
regarding validity and enforceability of the New Notes.
*5(c) Opinion of Locke Purnell Rain Harrell (A Professional Corporation)
regarding the validity and enforceability of the New Notes.
**10(a) 1989 Long-Term Incentive Plan (As Restated and Amended Effective
August 16, 1996) (incorporated by reference to Exhibit 10(a) to
the Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1996, SEC File Number 1-7210).
**10(b) Non-Employee Director Stock Option Plan (As Amended Effective
August 16, 1996) (incorporated by reference to Exhibit 10(b) to
the Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1996, SEC File Number 1-7210).
**10(c) Non-Employee Directors' Retirement Compensation Arrangement
(incorporated by reference to the description set forth under the
caption "Executive Compensation--Director Retirement Compensation
Arrangement" in the Company's Proxy Statement for the Annual
Meeting of Stockholders held October 26, 1989, SEC File Number 1-
7210).
**10(d) Tenancy in Common Agreement dated December 29, 1983, between
Packaging Corporation of America and Republic Paperboard Company
(incorporated by reference to Exhibit 10(d) to the Company's
Annual Report on Form 10-K for the year ended June 30, 1994, SEC
File Number 1-7210).
**10(e) Shared Facilities and Shared Service Agreement dated December 28,
1983, between Packaging Corporation of America and Republic
Paperboard Company (incorporated by reference to Exhibit 10(e) to
the Company's Annual Report on Form 10-K for the year ended June
30, 1994, SEC File Number 1-7210).
**10(f) Key Employee Continuation Plan (incorporated by reference to
Exhibit 10(i) to the Company's Annual Report on Form 10-K for the
year ended June 30, 1992, SEC File Number 1-7210).
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
**10(g) Paperboard Supply Agreement, dated May 14, 1998, between the
Company, Republic Paperboard Company and James Hardie Gypsum, Inc.
(incorporated by reference to Exhibit 99(c) to the Company's
Current Report on Form 8-K, dated September 11, 1998, SEC File
Number 1-7210). Portions of this Exhibit were omitted pursuant to
a request for confidential treatment filed with the Office of the
Secretary of the SEC.
**10(h) Amended and Restated Agreement for Engineering, Procurement and
Construction dated as of June 26, 1988 between Republic Paperboard
Company and Fluor Daniel, Inc. relating to the Lawton Mill
(incorporated by reference to Exhibit 99(d) to the Company's
Current Report on Form 8-K, dated September 11, 1998, SEC File
Number 1-7210). Portions of this Exhibit were omitted pursuant to
a request for confidential treatment filed with the Office of the
Secretary of the SEC.
**10(i) Amended and Restated Parent Company Guarantee effective as of June
26, 1998 from the Company to Fluor Daniel, Inc. relating to the
Lawton Mill (incorporated by reference to Exhibit 99(e) to the
Company's Current Report on Form 8-K, dated September 11, 1998,
SEC File Number 1-7210).
**12 Statement re Computation of Ratios.
**12(b) Statement re Computation of Ratios (Period ended June 30, 1998).
**21 Significant Subsidiaries of the Registrant.
**23(a) Consent of Arthur Andersen, LLP.
**23(b) Consent of Locke Purnell Rain Harrell (A Professional Corporation)
(included in Exhibit 5).
**23(c) Consent of Arthur Andersen, LLP.
**23(d) Consent of Arthur Andersen, LLP.
**23(e) Consent of Arthur Andersen, LLP.
**23(f) Consent of Locke Purnell Rain Harrell (A Professional Corporation)
(included in Exhibit 5(b)).
*23(g) Consent of Locke Purnell Rain Harrell (A Professional Corporation)
(included in Exhibit 5(c)).
**24 Power of Attorney (included on signature page of this Registration
Statement).
**25 Statement of Eligibility of Trustee.
**27 Financial Data Schedule.
**27(b) Financial Data Schedule (Period ended June 30, 1998).
**99(a) Form of Letter of Transmittal.
**99(b) Form of Notice of Guaranteed Delivery.
**99(c) Form of Letter of Transmittal (revised).
**99(d) Form of Notice of Guaranteed Delivery (revised).
**99(e) Form of Letter of Transmittal (revised).
**99(f) Form of Guaranteed Delivery (revised).
</TABLE>
*Filed herewith.
**Previously filed.
II-8
<PAGE>
Exhibit 5(c)
LOCKE PURNELL RAIN HARRELL
(A Professional Corporation)
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201-6776
November 6, 1998
Republic Group Incorporated
811 East 30th Avenue
Hutchinson, Kansas 67502
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
This firm has acted as legal counsel to Republic Group Incorporated, a
Delaware corporation (the "Company"), in connection with the Registration
Statement on Form S-4 (the "Registration Statement") pertaining to the Company's
offering of up to $100,000,000 principal amount of 9 1/2% Senior Subordinated
Notes due 2008 of the Company (the "New Notes").
In connection with this opinion, we have, with your permission, made the
following assumptions: (i) all documents submitted to or reviewed by us,
including all amendments and supplements thereto, are accurate and complete and,
if not originals, are true, correct and complete copies of the originals; (ii)
the signatures on each of such documents by the parties thereto are genuine;
(iii) each individual who signed such documents had the legal capacity to do so;
and (iv) all persons who signed such documents on behalf of a business entity
were duly authorized to do so. We have assumed that there are no amendments,
modifications or supplements to such documents other than those amendments,
modifications and supplements that are known to us.
We have additionally assumed, without independent investigation or inquiry
with respect to any such matter, that (i) the Trustee, as hereinafter defined,
has all requisite power and authority to execute, deliver and perform its
obligations under the Indenture, as hereinafter defined; (ii) the execution and
delivery of the Indenture and the performance of such obligations have been duly
authorized by all necessary action on the Trustee's part and the Indenture has
been duly delivered by it; and (iii) the Indenture is enforceable against the
Trustee in accordance with the terms thereof.
<PAGE>
Republic Group Incorporated
November 6, 1998
Page 2
Based upon the foregoing, and subject to the limitations and qualifications
set forth herein, we are of the opinion that:
1. The Company was incorporated, exists and is in good standing under the
laws of the State of Delaware.
2. The issuance of the New Notes has been duly authorized and, upon the
due execution, authentication and delivery of the New Notes in accordance with
the terms of the Indenture (the "Indenture") governing the New Notes between the
Company and UMB Bank, N.A., as Trustee (the "Trustee"), against the exchange of
a like principal amount of 9 1/2% Senior Subordinated Notes due 2008 of the
Company (the "Old Notes") in accordance with the terms and conditions set forth
in the prospectus constituting a part of the Registration Statement (the
"Prospectus"), the New Notes will be validly issued.
3. Upon the due execution, authentication and delivery of the New Notes in
accordance with the terms of the Indenture, against the exchange of a like
principal amount of Old Notes in accordance with the terms and conditions set
forth in the Prospectus, the New Notes will constitute binding obligations of
the Company, except (i) as enforceability may be limited by applicable
bankruptcy, insolvency, fraudulent conveyance and other debtor relief laws of
general applicability and (ii) that the remedies of specific performance and
injunctive and other forms of equitable relief are subject to equitable defenses
and to the discretion of the court before which any proceeding may be brought.
This opinion is subject to the further qualification that indemnification
or contribution provisions in the Indenture and the related documents may be
unenforceable to the extent that such indemnification or contribution may be
held to be in violation of or against public policy, including, without
limitation, limitations under certain circumstances on enforceability of
provisions (i) indemnifying a party against loss attributable to or liability
for its own negligent acts or (ii) providing for contribution with respect to
such loss or liability.
This opinion is further limited and qualified in all respects as follows:
<PAGE>
Republic Group Incorporated
November 6, 1998
Page 3
This opinion is limited to the specific opinions expressly stated herein,
and no other opinion is implied or may be inferred beyond the specific opinions
expressly stated herein.
This opinion is based upon our knowledge of the law and facts relevant to
the transactions herein referenced as of the date hereof. We assume no duty to
update or supplement this opinion to reflect any facts or circumstances that may
hereafter come to our attention or to reflect any changes in any law that may
hereafter occur or become effective.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the heading "Legal
Matters" in the Prospectus.
Respectfully submitted,
LOCKE PURNELL RAIN HARRELL
(A Professional Corporation)
By: /s/ Bryan E. Bishop
-------------------------------
Bryan E. Bishop
By: /s/ Monte J. Mitchell
-------------------------------
Monte J. Mitchell
