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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 9, 2000
Republic Group Incorporated
(Exact name of registrant as specified in its charter)
Delaware 1-7210 75-1155922
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
811 East 30th Avenue
Hutchison, Kansas 67502-4341
(Address of principal
executive offices
and zip code)
(316) 727-2700
(Registrant's telephone number,
including area code)
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Item 1. Change of Control
Effective on November 9, 2000, Premier Construction Products Acquisition
Corp., a Delaware corporation ("Acquisition Sub"), merged with and into Republic
Group Incorporated, a Delaware corporation ("Republic"), with Republic surviving
the merger (the "Merger"), pursuant to an Agreement and Plan of Merger dated as
of August 11, 2000 among Premier Construction Products Statutory Trust, a
Connecticut statutory trust ("Premier"), Acquisition Sub and Republic (the
"Merger Agreement"). As a result of the Merger, Republic is a wholly owned
subsidiary of the successor of Premier Construction Products, Inc., a Delaware
corporation.
Pursuant to the Merger Agreement, each outstanding share of Republic common
stock, par value $1.00 per share ("Common Stock"), together with associated
common stock share purchase rights, issued and outstanding immediately prior to
the effective time of the Merger was converted into the right to $19.00 cash.
The consideration of the Merger was determined through negotiations between the
managements of Republic and Premier and was approved by Republic's board of
directors. The terms of the Merger Agreement were described in the Proxy
Statement of Republic dated September 25, 2000, which was distributed to
Republic's stockholders and included in Republic's Schedule 14A filed with the
Commission on September 27, 2000.
The stockholders of Republic approved the Merger and certain matters
related to the Merger at their special meeting held on November 9, 2000.
On November 9, 2000, Republic issued a press release announcing the
consummation of the Merger and related matters. A copy of the press release is
attached as an exhibit hereto and is incorporated by reference herein.
Premier financed the purchase price of the merger through borrowings from
Utrecht-America Finance Company.
Item 7. Exhibits
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of August 11,
2000, among Premier Construction Products Statutory
Trust, Premier Construction Products Acquisition Corp.
and Republic Group Incorporated. (incorporated by
reference to Appendix A to the Proxy Statement included
as part of the Schedule 14A filed with the SEC on
September 27, 2000).
*99.1 Press Release issued by Republic Group Incorporated on
November 9, 2000.
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* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Republic Group Incorporated
Date: November 9, 2000
By: /s/ Michael Dirks
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Michael Dirks
Vice President - Finance
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of August
11, 2000, among Premier Construction Products
Statutory Trust, Premier Construction Products
Acquisition Corp. and Republic Group
Incorporated. (incorporated by reference to
Appendix A to the Proxy Statement included as
part of the Schedule 14A filed with the SEC on
September 27, 2000).
*99.1 Press Release issued by Republic Group
Incorporated on November 9, 2000.
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* Filed herewith.
