SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO.___)
Republic Group Incorporated
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
760473108
(CUSIP Number)
Douglas H. Wolf
Premier Construction Products Acquisition Corp.
220 Jackson Street, Suite 2000
San Francisco, California 94111
(415) 986-5511
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
David C. Buck
Andrews & Kurth L.L.P.
600 Travis, Suite 4200
Houston, Texas 77002
(713) 220-4200
August 11, 2000
(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(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 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).
<PAGE>
CUSIP No. 760473108 Page 2 of 15
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Premier Construction Products Statutory Trust (the "Trust")
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a /x/
b /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,236,646 (See Items 4 and 5.) (a)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 3,236,646 (See Items 4 and 5.) (a)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,236,646 (See Items 4 and 5.) (a)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.3% (See Items 4 and 5.) (a)
14 TYPE OF REPORTING PERSON
OO- statutory trust
--------------------------------------------------------------------------------
(a) The reporting persons disclaim beneficial ownership of all of such
shares. Beneficial ownership of such shares is being reported hereunder
solely because the reporting persons may be deemed to have beneficial
ownership of such shares as a result of the Stockholder Agreements
described in Items 4 and 5.
<PAGE>
CUSIP No. 760473108 Page 3 of 15
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Premier Construction Products Acquisition Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,236,646 (See Items 4 and 5.) (a)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 3,236,646 (See Items 4 and 5.) (a)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,236,646 (See Items 4 and 5.) (a)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.3% (See Items 4 and 5.) (a)
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
(a) The reporting persons disclaim beneficial ownership of all of such
shares. Beneficial ownership of such shares is being reported hereunder
solely because the reporting persons may be deemed to have beneficial
ownership of such shares as a result of the Stockholder Agreements
described in Items 4 and 5.
<PAGE>
CUSIP No. 760473108 Page 4 of 15
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Premier Construction Products, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,236,646 (See Items 4 and 5.) (a)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 3,236,646 (See Items 4 and 5.) (a)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,236,646 (See Items 4 and 5.) (a)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.3% (See Items 4 and 5.) (a)
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
(a) The reporting persons disclaim beneficial ownership of all of such
shares. Beneficial ownership of such shares is being reported hereunder
solely because the reporting persons may be deemed to have beneficial
ownership of such shares as a result of the Stockholder Agreements
described in Items 4 and 5.
<PAGE>
CUSIP No. 760473108 Page 5 of 15
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Premier Construction Products Acquisition, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,236,646 (See Items 4 and 5.) (a)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 3,236,646 (See Items 4 and 5.) (a)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,236,646 (See Items 4 and 5.) (a)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.3% (See Items 4 and 5.) (a)
14 TYPE OF REPORTING PERSON
OO - limited liability company
--------------------------------------------------------------------------------
(a) The reporting persons disclaim beneficial ownership of all of such
shares. Beneficial ownership of such shares is being reported hereunder
solely because the reporting persons may be deemed to have beneficial
ownership of such shares as a result of the Stockholder Agreements
described in Items 4 and 5.
<PAGE>
CUSIP No. 760473108 Page 6 of 15
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
D.H. Wolf Baseline Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,236,646 (See Items 4 and 5.) (a)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 3,236,646 (See Items 4 and 5.) (a)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,236,646 (See Items 4 and 5.) (a)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.3% (See Items 4 and 5.) (a)
14 TYPE OF REPORTING PERSON
OO - trust
--------------------------------------------------------------------------------
(a) The reporting persons disclaim beneficial ownership of all of such
shares. Beneficial ownership of such shares is being reported hereunder
solely because the reporting persons may be deemed to have beneficial
ownership of such shares as a result of the Stockholder Agreements
described in Items 4 and 5.
<PAGE>
CUSIP No. 760473108 Page 7 of 15
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
R.G. Buckingham Baseline Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,236,646 (See Items 4 and 5.) (a)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 3,236,646 (See Items 4 and 5.) (a)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,236,646 (See Items 4 and 5.) (a)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.3% (See Items 4 and 5.) (a)
14 TYPE OF REPORTING PERSON
OO - trust
--------------------------------------------------------------------------------
(a) The reporting persons disclaim beneficial ownership of all of such
shares. Beneficial ownership of such shares is being reported hereunder
solely because the reporting persons may be deemed to have beneficial
ownership of such shares as a result of the Stockholder Agreements
described in Items 4 and 5.
<PAGE>
CUSIP No. 760473108 Page 8 of 15
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Richard Idell
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,236,646 (See Items 4 and 5.) (a)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 3,236,646 (See Items 4 and 5.) (a)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,236,646 (See Items 4 and 5.) (a)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.3% (See Items 4
and 5.) (a)
14 TYPE OF REPORTING PERSON
IN - trustee
--------------------------------------------------------------------------------
(a) The reporting persons disclaim beneficial ownership of all of such
shares. Beneficial ownership of such shares is being reported hereunder
solely because the reporting persons may be deemed to have beneficial
ownership of such shares as a result of the Stockholder Agreements
described in Items 4 and 5.
4
<PAGE>
CUSIP No. 760473108 Page 9 of 15
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
David S. Brown
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,236,646 (See Items 4 and 5.) (a)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 3,236,646 (See Items 4 and 5.) (a)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,236,646 (See Items 4 and 5.) (a)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11
27.3% (See Items 4 and 5.) (a)
14 TYPE OF REPORTING PERSON
IN - trust
--------------------------------------------------------------------------------
(a) The reporting persons disclaim beneficial ownership of all of such
shares. Beneficial ownership of such shares is being reported hereunder
solely because the reporting persons may be deemed to have beneficial
ownership of such shares as a result of the Stockholder Agreements
described in Items 4 and 5.
<PAGE>
Page 10 of 15
SCHEDULE 13D
RELATING TO THE COMMON STOCK OF
REPUBLIC GROUP INCORPORATED
ITEM 1: SECURITY AND ISSUER
This Statement on Schedule 13D (the "Statement") relates to the common
stock, par value $1.00 per share (the "Common Stock"), of Republic Group
Incorporated, a Delaware corporation ("Republic"). The principal executive
offices of Republic are located at 811 East 30th Avenue, P.O. Box 1307,
Hutchison, Kansas 67502-4341.
As more fully described in Item 4 below, on August 11, 2000, the Trust
and Acquisition Sub (as defined in Item 2) entered into Stockholder Agreements
(the "Stockholder Agreements") with various officers, directors and other
principal stockholders of Republic (the "Stockholders") with respect to an
aggregate of 3,236,646 shares of Common Stock over which the Stockholders
currently have voting power. This number does not include additional shares of
Common Stock that the Stockholders may acquire at their sole discretion at any
time during the term of the Stockholder Agreements, including without limitation
through the exercise of stock options exercisable for shares of Common Stock
within 60 days, which the Stockholders are deemed to beneficially own pursuant
to Rule 13d- 3(d)(1)(i) promulgated under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). The Stockholders described below and not the
Reporting Persons will retain control over the exercise of such options.
ITEM 2: IDENTITY AND BACKGROUND
(a)-(c); (f) This Statement is being filed by Premier Construction
Products Statutory Trust, a statutory trust formed under the laws of Connecticut
(the "Trust"), Premier Construction Products Acquisition Corp., a Delaware
corporation ("Acquisition Sub"), Premier Construction Products, Inc., a Delaware
corporation ("PCPI"), Premier Construction Acquisition, L.L.C., a Delaware
limited liability company ("PCL"), The D. H. Wolf Baseline Trust, a California
trust, Richard Idell, its trustee, The R.G. Buckingham Baseline Trust, a New
York trust, and David S. Brown, its trustee (collectively, the "Reporting
Persons"). The information required to be filed in response to paragraph (b) of
Item 2 with respect to the Reporting Persons is set forth on Schedule I.
1. Acquisition Sub is a direct wholly-owned subsidiary of the Trust,
formed for the purpose of effecting the acquisition of Republic.
2. The Trust was formed pursuant to a Trust Agreement, dated as of
August 7, 2000, between First Union National Bank, a national banking
association, as Trustee (the "Trustee") and PCPI, as trustor and sole
beneficiary. First Union National Bank is a diversified banking institution and
its principal office with respect to the Trust is located at 10 State House
Square, Hartford, Connecticut 06103-3698. The Trust is a vehicle for the
acquisition of Republic by affiliates of Integrated Capital Associates, Inc.
("ICA"). ICA is an investment banking firm, based in San Francisco and New York,
specializing in mergers and acquisitions.
3. PCPI is wholly owned by PCL.
4. The members of PCL are The D.H. Wolf Baseline Trust and The R.G.
Buckingham Baseline Trust, both of which hold a 50% member interest.
5. The trustee of the D. H. Wolf Baseline Trust is Richard Idell, and
the trustee of the R. G. Buckingham Baseline Trust is David S. Brown.
<PAGE>
Page 11 of 15
The name, business address, present principal occupation or employment,
and the name and principal business of any corporation or other organization in
which such employment is conducted of each of the directors and, executive
officers of the Reporting Persons is set forth in Annexes A and B hereto, which
are incorporated herein by reference. The citizenship of each person listed in
Annexes A and B is indicated thereon.
(d)-(e) During the last five years, none of the Reporting Persons or,
to the knowledge of the Reporting Persons, any of the persons listed on Annexes
A or B hereto (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is 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.
(f) The information required to be filed in response to paragraph (f)
of Item 2 is set forth on Schedule I and Annexes A - B.
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
N/A. No funds have been paid as of the date of this filing in
connection with the Stockholders' Agreements. The Stockholders' Agreements have
been entered into as consideration and an inducement for the Trust and
Acquisition Sub entering into the Merger Agreement.
ITEM 4: PURPOSE OF TRANSACTION
(a)-(c) On August 11, 2000, Republic, the Trust and Acquisition Sub
entered into an Agreement and Plan of Merger (the "Merger Agreement"), a copy of
which is included as an exhibit hereto and incorporated herein by reference. The
Merger Agreement provides, among other things, for the merger (the "Merger") of
Acquisition Sub with and into Republic with Republic being the corporation
surviving the Merger. Pursuant to the terms of the Merger Agreement, holders of
outstanding Common Stock will receive $19.00 per share in cash in exchange for
their shares of Common Stock.
As a condition and inducement to the Trust's entering into the Merger
Agreement, concurrently with the execution of the Merger Agreement, the Trust
and Acquisition Sub entered into Stockholder Agreements with each of the
Stockholders, a form of which is included as an exhibit hereto and incorporated
herein by reference. Pursuant to the Stockholder Agreements, the Stockholders
have agreed to vote in favor of the approval and adoption of the Merger
Agreement and the Merger or, if applicable, to give consents with respect to (i)
all shares of Republic voting stock currently held by them and (ii) any shares
of Republic voting stock subsequently acquired by them, including through the
exercise of stock options. In addition, the Stockholders have agreed not to
dispose of any shares of Common Stock (subject to certain exceptions). The
Stockholder Agreements will terminate on the earlier of : (1) the effective time
of the Merger or (2) the date upon which the Merger Agreement is terminated. A
list of shares currently owned directly by the Stockholders and covered by the
Stockholder Agreements, together with information about other shares
beneficially owned by such persons, is attached hereto as Schedule II.
The Merger Agreement provides for a liquidated damages payment of $12
million by the Trust if it fails to complete its financing arrangements and
close the Merger and in certain other situations. The Trust's obligations under
the liquidated damages provision are backed by a letter of credit in the amount
of $12 million. The Merger Agreement also provides for Republic to pay a
break-up fee of $10 million if the Merger Agreement is terminated in connection
with another third-party acquisition proposal and in certain other
circumstances.
(d) Pursuant to the terms of the Merger Agreement, the directors of
Acquisition Sub immediately prior to the effective time of the Merger shall be
the directors of Republic (as the surviving corporation) upon
<PAGE>
Page 12 of 15
consummation of the Merger. In addition, the Merger Agreement provides that each
member of the board of directors of Republic shall tender his resignation to be
effective immediately upon such consummation.
(e)-(f) Shortly after consummation of the Merger, the Reporting Persons
have been informed that Republic expects to make an offer under the terms of its
existing indenture for its outstanding senior subordinated notes due 2008 to
purchase such notes at a price equal to 101% of principal amount, plus interest.
The Merger Agreement contains restrictions on its declaring, setting aside or
paying any dividend or distribution on any capital stock.
(g) Upon consummation of the Merger, the certificate of incorporation
of Acquisition Sub shall be the certificate of incorporation of Republic (as the
surviving corporation), except that the name of the surviving corporation shall
be Republic Group Incorporated and the terms of Republic's present certificate
of incorporation regarding indemnification shall replace any provision in the
certificate of incorporation of Acquisition Sub with respect to indemnification
of directors or officers (or former directors or officers).
Upon consummation of the Merger, the bylaws of Acquisition Sub shall be
the bylaws of Republic (as the surviving corporation), except that the terms of
Republic's present bylaws regarding indemnification shall replace any provision
in the bylaws of Acquisition Sub with respect to indemnification of directors or
officers (or former directors or officers).
Pursuant to the Merger Agreement, Republic will amend its Rights
Agreement so that such agreement will permit the execution, delivery and
consummation of the Merger Agreement and the Stockholder Agreements and will
terminate at the effectiveness of the Merger.
(h) Upon consummation of the Merger it is anticipated that the Common
Stock of Republic will be delisted from the New York Stock Exchange, Inc. and
that such Common Stock will become eligible for termination of registration
pursuant to Section 12(g)(4) of the Exchange Act of 1934, as amended.
The Merger is subject to the satisfaction of certain conditions,
including receipt of Republic stockholder and regulatory approvals, as set forth
in the Merger Agreement. The Merger Agreement also contains certain customary
restrictions on the conduct of the business of Republic pending the Merger. The
descriptions of the Merger Agreement and the Stockholder Agreements are
qualified in their entirety by reference to the full text of such agreements,
copies of which are filed as exhibits to (or incorporated by reference into)
this Report and which are incorporated by reference in this description.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) The Reporting Persons may, as a result of the Stockholder
Agreements, be deemed to share beneficial ownership of the 3,236,646 shares of
Common Stock that are held by the Stockholders and any other shares of Common
Stock that the Stockholders may acquire during the term of the Stockholder
Agreement, including shares of Common Stock that are subject to stock options
exercisable within 60 days held by such parties (together, the "Beneficially
Owned Shares"). Because the exercise of such options is controlled by the
Stockholders and not the Reporting Persons, these shares are not included in the
number of Beneficially Owned Shares in this report. However, information with
respect to beneficial ownership of Common Stock by each of the Stockholders is
included on Schedule II attached hereto. Based on the 3,236,646 Beneficially
Owned Shares, the Reporting Persons may, as a result of the Stockholder
Agreements, be deemed to beneficially own approximately 27.3% of the outstanding
Common Stock (based on the 11,846,837 shares of Common Stock outstanding on
August 11, 2000, as represented by Republic in the Merger Agreement). The
Stockholders and the Reporting Persons may be deemed to have shared power to
vote or to direct the vote with respect to the Beneficially Owned Shares. The
Stockholder Agreements also provide that, subject to certain exceptions, the
Stockholders may not dispose of the Beneficially Owned Shares and, as a result,
the Stockholders and the Reporting Persons may be deemed to have shared power to
dispose or direct the disposition of the Beneficially Owned Shares.
<PAGE>
Page 13 of 15
Except as set forth in this Item 5, none of the Reporting Persons nor,
to the knowledge of the Reporting Persons, any of the individuals named in
Annexes A or B hereto beneficially owns any shares of Common Stock.
(c) Except for entering into the agreements described above, none of
the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the
individuals named in Annexes A or B hereto, has effected any transaction in
shares of Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as provided in the Merger Agreement and the Stockholder
Agreements or as set forth in this Statement, none of the Reporting Persons, nor
any of the individuals named in Schedule I hereto, has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of Republic, including but not limited to
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding or proxies.
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Agreement and Plan of Merger, dated as of August 11, 2000,
among the Trust, Acquisition Sub and Republic. (Incorporated
by reference to Exhibit 2.1 to the Current Report on Form 8-K
dated August 21, 2000 of Republic, SEC File Number 1-7210).
Exhibit 2 Form of Stockholder Agreement, dated as of August 11, 2000,
by and among the Trust, Acquisition Sub and each of the
stockholders listed on Schedule II. (Incorporated by reference
to Exhibit 99.3 to the Current Report on Form 8-K dated August
21, 2000 of Republic, SEC File Number 1-7210).
Exhibit 3 Joint Filing Agreement.
<PAGE>
Page 14 of 15
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this Statement is true, complete
and correct.
Dated August 21, 2000 PREMIER CONSTRUCTION PRODUCTS STATUTORY
TRUST
By: First Union National Bank, not in its
individual capacity but solely as
Trustee
By: /s/ W. Jeffrey Kramer
---------------------------------
Name: W. Jeffrey Kramer
Title: Vice President
PREMIER CONSTRUCTION PRODUCTS
ACQUISITION CORP.
By: /s/ Douglas H. Wolf
--------------------------------
Name: Douglas H. Wolf
Title: President
PREMIER CONSTRUCTION PRODUCTS, INC.
By: /s/ Douglas H. Wolf
-------------------------------
Name: Douglas H. Wolf
Title: Chief Executive Officer
and Secretary
PREMIER CONSTRUCTION ACQUISITION, L.L.C.
By: The D.H. Wolf Baseline Trust, as Member
By: /s/ Richard Idell
-------------------------------
Name: Richard Idell
Title: Trustee
<PAGE>
Page 15 of 15
By: The R. G. Buckingham Baseline Trust,
as Member
By: /s/ David S. Brown
-------------------------------
Name: David S. Brown
Title: Trustee
THE D.H. WOLF BASELINE TRUST
By: /s/ Richard Idell
-----------------------------
Name: Richard Idell
Title: Trustee
RICHARD IDELL
/s/ Richard Idell
---------------------------------------------
THE R.G. BUCKINGHAM BASELINE TRUST
By: /s/ David S. Brown
-----------------------------
Name: David S. Brown
Title: Trustee
DAVID S. BROWN
/s/ David S. Brown
----------------------------------------------
[SIGNATURE PAGE TO SCHEDULE 13D]
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
Name State of Formation Business Address
---- ------------------ ----------------
<S> <C> <C>
Premier Construction Products Acquisition Corp. Delaware 220 Jackson Street, Suite 2000
San Francisco, California 94111
Premier Construction Products Statutory Trust Connecticut c/o First Union National Bank,
as trustee
10 State House Square
Hartford, CT 06103
Premier Construction Products, Inc. Delaware 220 Jackson Street, Suite 2000
San Francisco, California 94111
Premier Construction Acquisition, L.L.C. Delaware 220 Jackson Street, Suite 2000
San Francisco, California 94111
The D.H. Wolf Baseline Trust Delaware c/o Richard Idell, as trustee
530 Bush Street
San Francisco, California 94108
The R.G. Buckingham Baseline Trust Delaware c/o David S. Brown, as trustee
625 Madison Avenue
New York, NY 10022
</TABLE>
<PAGE>
SCHEDULE II
SHARES BENEFICIALLY
OWNED BY THE STOCKHOLDERS
The information provided below is based on representations made by the
persons named below in the Stockholder Agreements, together with separate
information subsequently provided to the Reporting Persons by or on behalf of
such Stockholders.
<TABLE>
<CAPTION>
Person Shares Outstanding Options Percentage
------ ------------------ ------- ----------
<S> <C> <C> <C>
James M. Britz 5,451 (1) *
Todd T. Brown 29,840 (2) *
Geary D. Cribbs 38,636 (3) *
Michael W. Dirks 1,440.38 (4) *
Susan G. Hall 25,946 (5) *
Lon D. Lewis 5,024.41 (6) *
James A. Nelson 803 (7) *
Doyle R. Ramsey 25,962 (8) *
Janey L. Rife 10,136 (9) *
David Simpson 135,318 (10) 1.1%
Phil Simpson 2,218,689 (11) 18.9%
Gerald L. Ray 297,240 (12) 2.6%
L.L. Wallace 18,994 (13) *
Robert F. Sexton 1,100 (14) *
Talbot Rain 1,155 (15) *
Bert A. Nelson 14,132 (16) *
Catherine S. Grindinger 109,790 *
Dennis J. Grindinger 11,000 *
Lorraine H. Simpson 66,990 *
Marimon Simpson 218,000 1.8%
Susan Pedrick Simpson 1,000 *
-----------
TOTAL NUMBER OF SHARES 3,236,646.79
</TABLE>
* Less than 1%.
<PAGE>
Notes to Schedule II table:
(1) 13,025 options exercisable at 10/10/2000. Shares outstanding include 1,829
shares under Republic's Employee Stock Ownership Plan (the "ESOP").
(2) 11,925 options exercisable at 10/10/2000. Shares outstanding include 16,141
shares under the ESOP.
(3) 13,175 options exercisable at 10/10/2000. Shares outstanding include 21,430
shares under the ESOP.
(4) 1,800 options exercisable at 10/10/2000. Shares outstanding include 1,031
shares under the ESOP.
(5) 12,687 options exercisable at 10/10/2000. Shares outstanding include 17,401
shares under the ESOP. Of these shares, 1,862 options and 5499 ESOP shares
are owned by her spouse.
(6) 8,525 options exercisable at 10/10/2000. Shares outstanding include 1,180
shares under the ESOP.
(7) 1,500 options exercisable at 10/10/2000.
(8) 23,225 options exercisable at 10/10/2000. Shares outstanding include 10,300
shares under the ESOP.
(9) 11,700 options exercisable at 10/10/2000. Shares outstanding include 5,473
shares under the ESOP.
(10) 875 options exercisable at 10/10/2000. Shares outstanding include 318
shares under the ESOP.
(11) 23,000 options exercisable at 10/10/2000. Shares outstanding include 91,975
shares under the ESOP. Shares indicated as outstanding above do not include
shares owned by Mr. Simpson's wife, whose shares are listed separately and
are subject to a separate Stockholder Agreement.
(12) 11,000 options exercisable at 10/10/2000.
(13) 11,000 options exercisable at 10/10/2000.
(14) 22,550 options exercisable at 10/10/2000.
(15) 11,000 options exercisable at 10/10/2000.
(16) 11,000 options exercisable at 10/10/2000.
The Reporting Persons have been informed by the Stockholders that all
persons set forth in the foregoing table have shared voting and dispositive
power over the shares shown as beneficially owned by them, except: (i) none of
such persons has voting or dispositive power with respect to shares subject to
stock options that are deemed beneficially owned by them, (ii) such persons have
shared voting power, but no dispositive power, with respect to shares held in
the ESOP, and (iii) as otherwise indicated.
<PAGE>
ANNEX A
DIRECTORS AND EXECUTIVE OFFICERS OF
PREMIER CONSTRUCTION PRODUCTS ACQUISITION CORP.
<TABLE>
<S> <C> <C>
Position with Premier Present Principal
Name and Address (1)(2)(3) Construction Products Acquisition Corp. Occupation or Employment
-------------------------- --------------------------------------- ------------------------
Douglas H. Wolf President and Director Officer and Director, Integrated Capital
Associates, Inc.
Richard G. Buckingham Secretary, Treasurer, Vice President and Officer and Director, Integrated Capital
Director Associates of New York, Inc.
</TABLE>
Douglas H. Wolf is a United States citizen. Richard G. Buckingham is a Canadian
citizen. The principal business address of Douglas H. Wolf is 220 Jackson
Street, Suite 2000, San Francisco, California 94111 and of Richard G.
Buckingham is 101 East 52nd Street, 33rd Floor, New York, New York 10022.
(1) During the last five years, none of the named directors and executive
officers of Premier Construction Products Acquisition Corp. has been
convicted in a criminal proceeding.
(2) During the last five years, none of the named directors and executive
officers of Premier Construction Products Acquisition Corp. has been a
party to a civil proceeding, the result of which was or is to enjoin
future violations of, or prohibit or mandate activities subject to,
federal or state securities laws or a civil proceeding finding any
violation with respect to such laws.
A-1
<PAGE>
ANNEX B
DIRECTORS AND EXECUTIVE OFFICERS OF
PREMIER CONSTRUCTION PRODUCTS, INC.
<TABLE>
<CAPTION>
Position with Present Principal
Name and Address (1)(2) Premier Construction, Inc. Occupation or Employment
----------------------- -------------------------- ------------------------
<S> <C> <C>
Douglas H. Wolf Chief Executive Officer, Treasurer and Officer and Director, Integrated Capital
Director Associates, Inc.
Richard G. Buckingham President and Assistant Treasurer and Officer and Director, Integrated Capital
Director Associates of New York, Inc., 101 East
52nd Street, New York, New York 10022
Howard Teig Chief Financial Officer Officer, Integrated Capital Associates of
New York, Inc., 101 East 52nd Street,
New York, New York 10022
</TABLE>
Douglas H. Wolf and Howard Teig are United States citizens. Richard G.
Buckingham is a Canadian citizen. Unless noted above, the principal business
address of each such person is 220 Jackson Street, Suite 2000, San Francisco,
California 94111.
(1) During the last five years, none of the named directors and executive
officers of Premier Construction Products, Inc. has been convicted in a
criminal proceeding.
(2) During the last five years, none of the named directors and executive
officers of Premier Construction Products, Inc. has been a party to a
civil proceeding, the result of which was or is to enjoin future
violations of, or prohibit or mandate activities subject to, federal or
state securities laws or a civil proceeding finding any violation with
respect to such laws.
B-1
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
1 Agreement and Plan of Merger, dated as of
August 11, 2000, among the Trust,
Acquisition Sub and Republic.
(Incorporated by reference to Exhibit 2.1
to the Current Report on Form 8-K dated
August 21, 2000 of Republic, SEC File
Number 1-7210).
2 Form of Stockholder Agreement, dated as of
August 11, 2000, by and among the Trust,
Acquisition Sub and each of the stockholders
listed on Schedule II. (Incorporated by reference
to Exhibit 99.3 to the Current Report on Form 8-K
dated August 21, 2000 of Republic, SEC File Number
1-7210).
3 Joint Filing Agreement.
Exhibit Index - Page 1
<PAGE>
EXHIBIT 3
JOINT FILING AGREEMENT
Each of the undersigned hereby agrees that the Schedule 13D dated
August 11, 2000, and any amendments thereto, may be filed as a joint filing on
behalf of such person and the other Reporting Persons named therein and that
this Agreement may be filed as an Exhibit to such Schedule 13D.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
Dated August 21, 2000 PREMIER CONSTRUCTION PRODUCTS STATUTORY TRUST
By: First Union National Bank, not in its
individual capacity but solely as Trustee
By:
---------------------------------
Name: W. Jeffrey Kramer
Title: Vice President
PREMIER CONSTRUCTION PRODUCTS
ACQUISITION CORP.
By:
------------------------------------------
Name: Douglas H. Wolf
Title: President
PREMIER CONSTRUCTION PRODUCTS, INC.
By:
------------------------------------------
Name: Douglas H. Wolf
Title: Chief Executive Officer and Secretary
PREMIER CONSTRUCTION ACQUISITION, L.L.C.
By: The D.H. Wolf Baseline Trust, as Member
By:
---------------------------------
Name: Richard Idell
Title: Trustee
Exhibit 3 - Page 1
<PAGE>
By: The R. G. Buckingham Baseline Trust,
as Member
By:
--------------------------------
Name: David S. Brown
Title: Trustee
THE D.H. WOLF BASELINE TRUST
By:
---------------------------------
Name: Richard Idell
Title: Trustee
RICHARD IDELL
------------------------------------------------
THE R.G. BUCKINGHAM BASELINE TRUST
By:
---------------------------------
Name: David S. Brown
Title: Trustee
DAVID S. BROWN
-----------------------------------------------
Exhibit 3 - Page 2
<PAGE>
