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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20546
FORM 8-A/A
(Amendment No. 2)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
REPUBLIC GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 75-1155922
(State of incorporation or organization) (I.R.S. Employer Identification No.)
811 East 30th Avenue 67502-4341
Hutchinson, Kansas (Zip Code)
(Address of principal executive offices)
Post Office Box 1307 67504-1307
Hutchinson, Kansas (Zip Code)
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A(c)(1), please check
the following box: [_]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box: [_]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which each class
to be so registered: is to be registered:
Common Stock Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
N/A
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THE UNDERSIGNED REGISTRANT HEREBY AMENDS THE FOLLOWING ITEMS AND EXHIBITS OF ITS
FORM 8-A REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON MAY 8, 1996:
ITEM 1. DESCRIPTION OF REGISTRANT SECURITIES TO BE REGISTERED.
On April 30, 1996, the Board of Directors of Republic Group Incorporated
(the "Company") declared a dividend distribution of one common stock purchase
right (a "Right") for each outstanding share of common stock, $1.00 par value
(the "Common Stock"), of the Company payable on May 16, 1996 to the stockholders
of record at the close of business on that date. Each Right entitles the
registered holder to purchase from the Company one share of Common Stock at a
price of $45.00 per share of Common Stock (the "Purchase Price"), subject to
adjustment. The Rights were issued pursuant to a Rights Agreement dated as of
May 1, 1996 (the "Original Rights Agreement") between the Company and UMB Bank,
N.A., as agent (the "Rights Agent"). The Original Rights Agreement was filed by
the Company with the Securities and Exchange Commission on May 8, 1996 on Form
8-A. Effective as of September 19, 1996 the Company and the Rights Agent
entered into an agreement (the "Amended and Restated Rights Agreement") amending
and restating the Original Rights Agreement pursuant to Section 27 of the
Original Rights Agreement, which permits the Company, without the consent of the
holders of the Rights Certificates, to amend the Original Rights Agreement as
the Company may deem necessary or desirable. The description and terms of the
Rights as amended through September 19, 1996 are set forth in the Amended and
Restated Rights Agreement. (The Amended and Restated Rights Agreement has been
further amended as discussed below.) The Amended and Restated Rights Agreement
was filed by the Company with the Securities and Exchange Commission on November
22, 1996 on Form 8-A/A and is incorporated by reference herein. The following
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Amended and Restated Rights
Agreement.
Until the earlier to occur of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons (other than the
Company, any wholly-owned subsidiary of the Company, any employee benefit plan
of the Company or any such subsidiary, any entity holding shares of Common Stock
for or pursuant to the terms of any such plan or any Exempt Person (as described
below) but, in the case of an Exempt Person, only to the extent of any shares of
Common Stock (x) beneficially owned by such Exempt Person on the date of the
Original Rights Agreement or (y) acquired by such Exempt Person after the date
of the Original Rights Agreement from any other Exempt Person if such shares
have been beneficially owned only by Exempt Persons on and after the date of the
Original Rights Agreement) (an "Acquiring Person") have acquired beneficial
ownership of 15% or more of the outstanding Common Stock, or (ii) 10 business
days (or such later date as may be determined by action of the Board of
Directors prior to such time as any Person becomes an Acquiring Person)
following the
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commencement or announcement of an intention to make a tender or exchange offer
the consummation of which would result in any person becoming an Acquiring
Person (the earlier of such dates being called the "Distribution Date"), the
Rights will be evidenced, with respect to any of the Common Stock certificates
outstanding as of May 16, 1996, by such Common Stock certificates with a copy of
this Summary of Rights attached thereto. (An Exempt Person includes any of Phil
or Lorraine Simpson, their descendants and their descendants' spouses, trusts or
estates for any of their benefits, partnerships, corporations or other entities
80%-owned by any of them.)
The Amended and Restated Rights Agreement provides that, until the
Distribution Date, the Rights will be transferred with and only with the Common
Stock. Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Stock certificates issued after May 16, 1996 upon transfer
or new issuance of shares of Common Stock will contain a notation incorporating
the Amended and Restated Rights Agreement by reference. Until the Distribution
Date (or earlier redemption or expiration of the Rights), the surrender for
transfer of any certificates for Common Stock, outstanding as of May 16, 1996,
even without such notation or a copy of the Summary of Rights (attached as
Exhibit B to the Amended and Restated Rights Agreement) being attached thereto,
will also constitute the transfer of the Rights associated with the Common Stock
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of Record of shares of Common Stock as
of the close of business on the Distribution Date, and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on May 16, 2006, unless the Final Expiration Date is extended or
unless the Rights are earlier redeemed or exchanged by the Company as described
below.
The Rights are protected by customary antidilution provisions. The
Purchase Price payable, and the number of shares of Common Stock or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of the Common
Stock, (ii) upon the grant to holders of the shares of Common Stock of certain
rights or warrants to subscribe for shares of Common Stock or convertible
securities at less than the current market price of the Common Stock or (iii)
upon the distribution to holders of shares of Common Stock of evidences of
indebtedness or assets (excluding regular periodic cash dividends thereafter
and, if there is an Acquiring Person, not exceeding 125% of the prior regular
periodic cash dividend, or dividends payable in shares of Common Stock) or of
subscription rights or warrants (other than those referred to above).
Subject to certain exchange rights that may be exercised by the Board of
Directors, in the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, each holder of a Right (other than Rights
held by the Acquiring Person (which will thereafter be void)) shall thereafter
have the right (automatically upon exercise thereof) to receive that number of
shares of Common Stock having a market value of two times the Purchase Price.
In the event that the Company
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were acquired in a merger or other business combination transaction, or more
than 50% of its consolidated assets or earning power were sold after a person or
group has become an Acquiring Person, proper provision will be made so that each
holder of a Right will thereafter have the right to receive, upon the exercise
thereof at the then current exercise price of the Right, that number of shares
of common stock of the Acquiring Person which at the time of such transaction
would have a market value of two times the exercise price of the Right.
In the event that there is not a sufficient number of authorized but
unissued shares or treasury shares of Common Stock to permit the exercise in
full of the Rights in accordance with the Amended and Restated Rights Agreement,
the Company shall either (a) take all such action as may be necessary to
authorize additional shares of Common Stock for issuance upon exercise of the
Rights or (b) if the Board of Directors so elects, substitute for each share of
Common Stock that would otherwise be issuable upon exercise of a Right, a number
of shares of Series C Junior Participating Preferred Stock (the "Preferred
Stock") or fractions thereof such that the current per share market price of one
share of Preferred Stock multiplied by such number or fraction is equal to the
current per share market price of one share of Common Stock as of the date of
issuance of such share of Preferred Stock or fraction thereof and take all such
action as may be necessary to authorize shares of Preferred Stock for issuance
upon exercise of the Rights, including, without limitation, filing a Certificate
of Designations, Preferences and Rights with respect to the Preferred Stock if
not theretofore filed.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Common Stock will be issued and in
lieu thereof a payment in cash will be made based on the market price of the
Common Stock on the last trading date prior to the date of exercise.
At any time prior to such time as any person or group becomes an Acquiring
Person, the Board of Directors of the Company may redeem the Rights in whole,
but, not in part, at a price of $.01 per Right (the "Redemption Price").
Immediately upon the action of the Board of Directors ordering redemption of the
Rights, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
At any time after any person or group becomes an Acquiring Person, the
Board of Directors may exchange all or part of the outstanding and exercisable
Rights (other than Rights owned by such person or group which have become void)
for Common Stock at an exchange ratio of one share of Common Stock per Right, as
may be adjusted from time to time to reflect any stock split, stock dividend or
similar transaction (the "Exchange Right"). Notwithstanding the above, the
Board of Directors may not exercise the Exchange Right after any person,
together with any associate or affiliate of such person, has become the
beneficial owner of 50% or more of the voting power of the shares of Common
Stock. Immediately upon the action of the Board of Directors ordering the
exchange of the Rights, the right to exercise the Rights will terminate and
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the only right of the holders of Rights will be to receive that number of shares
of Common Stock equal to the number of Rights held by such holders multiplied by
the exchange ratio.
The terms of the Rights may be amended by the Company without the consent
of the holders of the Rights, including an amendment to lower the threshold
described above to not less than the greater of (i) a percentage determined by
the Board of Directors that is greater than the largest percentage of the
outstanding Common Shares then known to the Company to be beneficially owned by
any person or group (other than excepted persons discussed above) and (ii) 10%,
except that from and after such time as any person or group becomes an Acquiring
Person no such amendment may adversely affect the interests of the holders of
the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
Effective as of August 11, 2000, the Company and the Rights Agent entered
into an amendment (the "First Amendment") which amended the Amended and Restated
Rights Agreement pursuant to Section 27 of the Amended and Restated Rights
Agreement, which permits the Company, without the consent of the holders of the
Rights Certificates, to amend the Amended and Restated Rights Agreement as the
Company may deem necessary or desirable. A copy of the First Amendment is
attached hereto as Exhibit 3 and is incorporated by reference herein in response
to this Item 1. The description contained herein is qualified in its entirety
by reference to Exhibit 3. A copy of the First Amendment is also available free
of charge from the Rights Agent. The following amendments to the Amended and
Restated Rights Agreement were effected by the First Amendment.
On August 11, 2000, the Company entered into an Agreement and Plan of
Merger with Premier Construction Products Statutory Trust ("Premier") and
Premier Construction Products Acquisition Corp. ("Premier Acquisition") (Premier
and Premier Acquisition and their affiliates, collectively, are referred to as
the "Premier Acquisition Group," such Agreement and Plan of Merger is referred
to as the "Premier Merger Agreement" and the merger of Premier Acquisition with
the Company is referred to as the "Premier Merger") pursuant to which the
Company would be acquired by Premier.
The First Amendment provides that the proposed Premier Merger will not
trigger the exercise of the Rights. The First Amendment provides that none of
the Premier Acquisition Group will be deemed an Acquiring Person as a result of
the approval, execution, delivery and performance of: (i) the "Premier Merger
Agreement", (ii) agreements between the executive officers and directors of the
Company, certain family members of Phil Simpson (President and Chief Executive
Officer of the Company), who collectively own approximately 3.2 million or 27.3%
of the Company's outstanding stock (or 3.4 million or 28.5% including shares
issuable upon the exercise of options exercisable
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within sixty (60) days), and Premier (the "Premier Stockholder Agreements") or
(iii) other related documents; or the transactions contemplated thereby.
Furthermore, no Distribution Date or Stock Acquisition Date (as definied in the
Amended and Restated Rights Agreement) will be deemed to have occurred as a
result of the approval, execution, delivery and performance of the Premier
Merger Agreement, the Premier Stockholder Agreements or other related documents
or the transactions contemplated thereby. Finally, no holder of Rights shall be
entitled to any benefits under any provisions of the Amended and Restated Rights
Agreement as a result of the approval, execution, delivery and performance of
the Premier Merger Agreement, the Premier Stockholder Agreements or other
related documents or the transactions contemplated thereby. If one or more
members of the Premier Acquisition Group collectively become the beneficial
owner of 15% or more of the Company's then-outstanding Common Stock other than
as set forth in the Premier Merger Agreement or its related documents, the
benefits afforded the Premier Acquisition Group under the First Amendment
terminate.
Effective as of August 11, 2000, the Company and the Rights Agent entered
into an amendment (the "Second Amendment") which amended the Amended and
Restated Rights Agreement, as amended by the First Amendment, pursuant to
Section 27 of the Amended and Restated Rights Agreement, which permits the
Company, without the consent of the holders of the Rights Certificates, to amend
the Amended and Restated Rights Agreement as the Company may deem necessary or
desirable. A copy of the Second Amendment is attached hereto as Exhibit 4 and
is incorporated by reference herein in response to this Item 1. The description
contained herein is qualified in its entirety by reference to Exhibit 4. A copy
of the Second Amendment is available free of charge from the Rights Agent. The
following amendments to the Amended and Restated Rights Agreement, as amended by
the First Amendment, were effected by the Second Amendment.
On August 11, 2000, the Company entered into a back-up agreement with
Centex Construction Products, Inc. ("CXP") (the "Letter Agreement") pursuant to
which the Company would be acquired by CXP if the Premier Merger Agreement were
terminated for reasons other than a termination by the Company, in the exercise
of its Board's fiduciary duties, to pursue a superior proposal from a third
party. If the Premier Merger Agreement were terminated otherwise than by the
Company in the exercise of its Board's fiduciary duties, the Company and CXP
have, subject to certain conditions, agreed to execute and deliver a merger
agreement pursuant to which a subsidiary of CXP ("CXP Acquisition") would make a
cash tender offer to acquire all the outstanding shares of the Company's stock
(the "CXP Tender Offer") and, whether or not the CXP Tender Offer were
consummated, merge with the Company.
The Second Amendment provides that the potential merger of the Company and
CXP Acquisition (CXP and CXP Acquisition and their affiliates, collectively, are
the "CXP Acquisition Group") and the CXP Tender Offer, will not trigger the
exercise of the Rights. The Second Amendment provides that none of the CXP
Acquisition Group will be deemed an Acquiring Person as a result of the
approval, execution, delivery and performance of (i) the Letter Agreement, (ii)
a merger agreement between the Company,
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CXP and CXP Acquisition (the "CXP Merger Agreement"), (iii) agreements between
the executive officers and directors of the Company, certain family members of
Phil Simpson (President and Chief Executive Officer of the Company), who
collectively own approximately 3.2 million or 27.3% of the Company's outstanding
stock (or 3.4 million or 28.5% including shares issuable upon the exercise of
options exercisable within sixty (60) days), and CXP (the "CXP Stockholder
Agreements") as contemplated in the Letter Agreement, or (iv) other related
documents; or the transactions contemplated thereby. Furthermore, no
Distribution Date or Stock Acquisition Date will be deemed to have occurred as a
result of the approval, execution, delivery and performance of the Letter
Agreement, the CXP Merger Agreement, the CXP Stockholder Agreements or other
related documents or the transactions contemplated thereby. Finally, no holder
of Rights shall be entitled to any benefits under any provisions of the Amended
and Restated Rights Agreement as a result of the approval, execution, delivery
and performance of the Letter Agreement, the Merger Agreement, the CXP
Stockholder Agreements or other related documents or the transactions
contemplated thereby. If one or more members of the CXP Acquisition Group
collectively become the beneficial owner of 15% or more of the Company's then-
outstanding Common Stock other than as set forth in the CXP Merger Agreement or
its related documents, the benefits afforded the CXP Acquisition Group under the
Second Amendment terminate.
ITEM 2. EXHIBITS
1. Form of Rights Agreement dated as of May 1, 1996 between Republic
Group Incorporated and UMB Bank, N.A., as Rights Agent, which includes as
Exhibit B the form of Right Certificate.*
2. Amended and Restated Rights Agreement, dated as of September 19,
1996, between Republic Group Incorporated and UMB Bank, N.A., which includes the
Form of Right Certificate, as Exhibit A thereto; the Summary of Rights to
Purchase Common Stock, as Exhibit B thereto; and the form of Certificate of
Designations setting forth the terms of the Series C Preferred Stock of Republic
Group Incorporated, as Exhibit C thereto.*
3. First Amendment to Amended and Restated Rights Agreement dated as of
August 11, 2000, between Republic Group Incorporated and UMB Bank, N.A., as
Rights Agent.
4. Second Amendment to Amended and Restated Rights Agreement dated as of
August 11, 2000, between Republic Group Incorporated and UMB Bank, N.A., as
Rights Agent.
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* Previously filed.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this Amendment to be signed on its
behalf by the undersigned, thereto duly authorized.
REPUBLIC GROUP INCORPORATED
By: /s/ Janey L. Rife
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Janey L. Rife
Vice President, Treasurer and Secretary
Date: August 30, 2000
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INDEX TO EXHIBITS
Exhibit Description
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1. Form of Rights Agreement dated as of May 1, 1996 between Republic
Group Incorporated and UMB Bank, N.A., as Rights Agent, which includes as
Exhibit B the form of Right Certificate.*
2. Amended and Restated Rights Agreement, dated as of September 19, 1996,
between Republic Group Incorporated and UMB Bank, N.A., which includes the Form
of Right Certificate, as Exhibit A thereto; the Summary of Rights to Purchase
Common Stock, as Exhibit B thereto; and the form of Certificate of Designations
setting forth the terms of the Series C Preferred Stock of Republic Group
Incorporated, as Exhibit C thereto.*
3 First Amendment to Amended and Restated Rights Agreement dated as of
August 11, 2000, between Republic Group Incorporated and UMB Bank, N.A., as
Rights Agent.
4 Second Amendment to Amended and Restated Rights Agreement dated as of
August 11, 2000, between Republic Group Incorporated and UMB Bank, N.A., as
Rights Agent.
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* Previously filed.
