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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Republic Group Incorporated
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(Name of Issuer)
Common Stock $1.00 par value
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(Title of Class of Securities)
760 473 108
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(CUSIP Number)
Phil Simpson, P.O. Box 750, Dallas, Texas 75221 (972) 550-0035
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 11, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP NO. 760 473 108 Page 2 of Pages
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Phil Simpson
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [ ]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4
PF;OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
USA
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SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 2,218,689
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
2,126,714
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,241,689
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(See Instructions)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
18.92%
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TYPE OF REPORTING PERSON (See Instructions)
14
IN
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Item 1. Security and Issuer.
The securities to which this Schedule 13D relates are the shares of common
stock, $1.00 par value per share (the "Common Stock"), of Republic Group
Incorporated, a Delaware corporation (the "Issuer"), whose principal executive
offices are located at 811 East 30th Avenue, Hutchinson, Kansas 67502.
Item 2. Identity and Background.
(a) This Amendment is being filed by Mr. Phil Simpson. As described in
Item 4 below, the directors and executive officers of the Issuer,
including Mr. Phil Simpson, and certain members of his family
(collectively, the "Stockholder Agreement Stockholders"), have
executed Stockholder Agreements pursuant to which they have agreed to
vote their shares of the Issuer's stock as provided therein. In
addition, the Stockholder Agreement Stockholders have agreed not to
dispose of any shares of Common Stock (subject to certain exceptions).
Mr. Phil Simpson disclaims membership in any group within the meaning
of Section 13(d) of the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder, and further disclaims, to
his knowledge, the existence of any such group formed by two or more
of the Stockholder Agreement Stockholders. A list of the Stockholder
Agreement Stockholders appears at Appendix A hereto.
(b) Mr. Phil Simpson's business address is P.O. Box 750, Dallas, Texas
75221. See also Appendix A, which is incorporated herein by reference.
(c) Mr. Phil Simpson's principal occupation is the Chairman of the Board,
President and Chief Executive Officer of the Issuer. The Issuer is an
integrated manufacturer and distributor of recycled paperboard and
gypsum wallboard. The Issuer's principal business address is 811 East
30th Avenue, Hutchinson, Kansas 67502. See also Appendix A, which is
incorporated herein by reference.
(d) Mr. Phil Simpson has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last
five (5) years.
(e) Mr. Phil Simpson has not been a party, during the last five years, 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) Mr. Phil Simpson is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The Common Stock held by Mr. Phil Simpson was acquired from time to time
with personal funds from the Issuer, in market transactions or in privately
negotiated purchases, at various prices, and by gift and/or inheritance.
See Item 4 below which is incorporated herein by reference.
Item 4. Purpose of Transaction.
(a)-(c) On August 11, 2000, the Issuer entered into an Agreement and Plan of
Merger with Premier Construction Products Statutory Trust ("Premier")
and Premier Construction Products Acquisition Corp. ("Acquisition
Sub") (the "Premier Merger Agreement") pursuant to which Acquisition
Sub would be merged into the Issuer, all outstanding shares of Common
Stock of the Issuer would be converted into the right to receive
$19.00 in cash, and the Issuer would become a wholly-owned subsidiary
of Premier (the "Premier Merger").
The Premier Merger Agreement provides for a liquidated damages payment
of $12 million by Premier if it fails to
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complete its financing arrangements and close the Merger and in
certain other situations. Premier's obligations under the liquidated
damages provision are backed by a letter of credit in the amount of
$12 million. The Premier Merger Agreement also provides for the Issuer
to pay a break-up fee of $10 million if the Premier Merger Agreement
is terminated in connection with another third-party acquisition
proposal and in certain other circumstances.
The directors and executive officers of the Issuer, including Phil
Simpson, and certain members of Mr. Simpson's family, who collectively
own approximately 28% of the Issuer's outstanding stock, have executed
Stockholder Agreements pursuant to which they have agreed to vote
their shares of the Issuer's stock (including any shares subsequently
acquired by them, including through the exercise of stock options) in
favor of the Premier Merger, against other competing proposals and in
certain other respects, to grant proxies to Premier's nominees to so
vote their shares, and not to dispose of or encumber their shares of
the Issuer's stock during the pendency of the Premier Merger
Agreement. The Stockholder Agreements will terminate upon a
termination of the Premier Merger Agreement in accordance with the
terms of that agreement.
On August 11, 2000, the Issuer also entered into a back-up agreement
with Centex Construction Products, Inc. ("CXP") (the "CXP Agreement")
pursuant to which the Issuer would be acquired by CXP if the Premier
Merger Agreement were terminated for reasons other than a termination
by the Issuer, 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 Issuer in the exercise
of its Board's fiduciary duties, the Issuer and CXP have agreed to
execute and deliver a merger agreement pursuant to which a subsidiary
of CXP would make a cash tender offer to acquire all the outstanding
shares of the Issuer's stock (the "CXP Tender Offer") and, whether or
not the CXP Tender Offer were consummated, merge with the Issuer.
Pursuant to the merger agreement with CXP, a subsidiary of CXP would
be merged into the Issuer, and the Issuer would become a wholly-owned
subsidiary of CXP. The per share consideration in both the CXP Tender
Offer and the merger would be equal to $17.50 in cash plus a cash
amount equal to a proportionate share (based on common and common
equivalent shares) of any termination fees received by the Issuer from
other bidders. It is a condition to CXP's obligation to enter into the
merger agreement that the Issuer make the same representations and
warranties to CXP that it made to Premier in the Premier Merger
Agreement except where not material and that stockholder agreements
like those in favor of Premier be executed in favor of CXP by the same
stockholders. The Issuer is obligated to use its reasonable best
efforts and take all actions within its control to cause such
conditions to be satisfied.
The foregoing description of the Premier Merger Agreement and the
Stockholder Agreements is qualified in its entirety by reference to
the full text of such agreements, copies of which are exhibits to this
Schedule and which are incorporated by reference in this description.
(d) The directors of Acquisition Sub immediately prior to the effective
time of the Premier Merger shall be the directors of the Issuer (as
the surviving corporation) upon consummation of such merger. In
addition, the Premier Merger Agreement provides that each member of
the board of directors of the Issuer shall tender his resignation to
be effective immediately upon such consummation.
(e)-(f) Shortly after consummation of the Premier Merger, the Issuer expects
to make an offer under the terms of the 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.
(g) Upon consummation of the Premier Merger, the certificate of
incorporation of Acquisition Sub shall be the certificate of
incorporation of the Issuer (as the surviving corporation), except
that the name of the surviving corporation shall be Republic Group
Incorporated and the terms of the Issuer'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).
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provision in the bylaws of Acquisition Sub with respect to
indemnification of directors or officers (or former directors or
officers).
The Issuer has amended its Rights Agreement so that such agreement
will permit the execution, delivery and consummation of the Premier
Merger Agreement and the Stockholder Agreements and will terminate at
the effectiveness of the Premier Merger.
(h) Upon consummation of the Premier Merger it is anticipated that the
Common Stock 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 Securities Exchange
Act of 1934, as amended.
Item 5. Interest in Securities of the Issuer.
(a)-(b) See Appendix B, which is incorporated herein by reference. As a result
of the execution and delivery of the Stockholder Agreements referred
to in Item 2(a), the Stockholder Agreement Stockholders may be deemed
to have (1) shared power to vote or to direct the vote of the Common
Stock subject thereto and (2) shared power to dispose or direct the
disposition of such Common Stock.
(c) Mr. Phil Simpson has not engaged in any transactions in Common Stock
that were effected during the past sixty (60) days.
(d) Reference is made to the response to Item 4, which is incorporated
by reference herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Mr. Phil Simpson has not entered into any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of the Issuer, other than the Stockholder Agreement
described in Item 4, which description is incorporated herein by reference, and
other than loan and pledge agreements which contain standard default and similar
provisions.
Item 7. Material to be Filed as Exhibits.
Exhibit A -- Agreement and Plan of Merger dated as of August 11, 2000 among the
Issuer, Premier and the Acquisition Sub incorporated by reference to Exhibit 2.1
to the Current Report on Form 8-K dated August 21, 2000 of the Issuer, SEC File
Number 1-7210.
Exhibit B -- Form of Stockholder Agreement incorporated by reference to Exhibit
99.3 to the Current Report on Form 8-K dated August 21, 2000 of the Issuer, SEC
File Number 1-7210.
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SIGNATURE
After reasonable inquiry to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: August 18, 2000.
/S/ PHIL SIMPSON
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Phil Simpson
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APPENDIX A
<TABLE>
<CAPTION>
Name and Address Occupation/Job Titles
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<S> <C>
Mr. James M. Britz Vice President - Administration of Republic Group Incorporated,
811 East 30th Avenue, Hutchinson, KS 67502 Hutchinson, KS
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Mr. Todd Brown Vice President - Gypsum Paperboard Division of Republic Group
811 East 30th Avenue, Hutchinson, KS 67502 Incorporated, Hutchinson, KS
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Mr. Geary D. Cribbs Senior Vice President - Gypsum Operations of Republic Group
Drawer "C", Duke, OK 73532 Incorporated, Duke, OK
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Mr. Michael W. Dirks Vice President - Finance of Republic Group Incorporated, Hutchinson,
811 East 30th Avenue, Hutchinson, KS 67502 KS
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Ms. Catherine S. Grindinger Homemaker
4400 Windsor Parkway, Dallas, TX 75205
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Mr. Dennis J. Grindinger Attorney, Thompson and Knight, Dallas, Texas
4400 Windsor Parkway, Dallas, TX 75205
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Ms. Susan G. Hall Vice President - Gypsum Sales, Republic Group Incorporated, Duke, OK
Drawer "C", Duke, OK 73532
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Mr. Lon D. Lewis Vice President - Diversified Paperboard Division of Republic Group
811 East 30th Avenue, Hutchinson, KS 67502 Incorporated, Hutchinson, KS
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Mr. Bert A. Nelson Investments
4031 West Lovers Lane, Dallas, TX 75209 Nelson Investment Company, Dallas, Texas
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Mr. James A. Nelson Vice President - Engineering of Republic Group Incorporated,
811 East 30th Avenue, Hutchinson, KS 67502 Hutchinson, KS
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Mr. Talbot Rain Retired in 1989 as a partner at the law firm of Locke Purnell Rain
5719 Bordeaux, Dallas, TX 75209 Harrell, Dallas, Texas
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Mr. Gerald L. Ray Investment Advisor
1445 Ross Avenue, Lock Box 201, 56th Floor President of Gerald L. Ray & Associates, Inc.
Dallas, TX 75202
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Mr. Doyle R. Ramsey Executive Vice President and CFO of Republic Group Incorporated,
811 East 30th Avenue, Hutchinson, KS 67502 Hutchinson, KS
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Ms. Janey L. Rife Vice President, Treasurer and Secretary of Republic Group
811 East 30th Avenue, Hutchinson, KS 67502 Incorporated, Hutchinson, KS
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Mr. Robert F. Sexton Bakery Associates, Inc. (food industry supplier), President
9400 North Central, Suite 1630, Dallas, TX
75231
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Mr. David P. Simpson Executive Vice President - Paperboard of Republic Group Incorporated,
811 East 30th Avenue, Hutchinson, KS 67502 Hutchinson, KS
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Ms. Lorraine H. Simpson Homemaker
4420 Beverly Drive, Dallas, TX 75205
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Ms. Marimon Simpson Director of Development and Public Relations, Providence Christian
P. O. Box 750, Dallas, Texas 75221
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Mr. Phil Simpson Chairman and President of Republic Group Incorporated, Hutchinson, KS.
P. O. Box 750, Dallas, Texas 75221
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Ms. Susan P. Simpson Homemaker
811 East 30th Avenue, Hutchinson, KS 67502
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Mr. L.L. Wallace Retired, 1980 as Vice President of Packaging Corporation of America
1808 North Wilmar Court, Quincy, IL 62301 (paper product manufacturer), Hutchinson, KS
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</TABLE>
Republic Group Incorporated (the "Issuer") is an integrated manufacturer and
distributor of recycled paperboard and gypsum wallboard. The Issuer's principal
business address is 811 30th Avenue, Hutchinson, Kansas 67502.
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<TABLE>
<CAPTION>
APPENDIX B
AGGREGATE NUMBER PERCENTAGE OF
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OF SHARES OF COMMON STOCK
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NAME COMMON STOCK BENEFICIALLY
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BENEFICIALLY OWNED OWNED
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<S> <C> <C>
James M. Britz 18,476/1/ 0.15%
Todd T. Brown 41,765/2/ 0.35%
Geary D. Cribbs 51,811/3/ 0.43%
Michael W. Dirks 3,240/4/ 0.03%
Susan G. Hall 38,633/5/ 0.32%
Lon D. Lewis 13,500/6/ 0.11%
James A. Nelson 2,303/7/ 0.02%
Doyle R. Ramsey 49,187/8/ 0.41%
Janey L. Rife 21,836/9/ 0.18%
David Simpson 137,193/10/ 1.14%
Gerald L. Ray 308,240/11/ 2.56%
L. L. Wallace 29,994/12/ 0.25%
Robert F. Sexton 23,650/13/ 0.20%
Talbot Rain 12,155/14/ 0.10%
Bert A. Nelson 25,132/15/ 0.21%
Lorraine H. Simpson 66,990 0.57%
Marimon Simpson 218,000 1.84%
Catherine S. Grindinger 109,790 0.93%
Dennis J. Grindinger 11,000 0.09%
Phil Simpson 2,241,689/16/ 18.92%
Susan Pedrick Simpson 1,000 0.01%
</TABLE>
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/1/ This includes 13,025 options exercisable at 10/10/2000, and 1,829 shares
under the Employee Stock Ownership Plan of the Issuer (the "ESOP").
/2/ This includes 11,925 options exercisable at 10/10/2000, and 16,141 shares
under the ESOP.
/3/ This includes 13,175 options exercisable at 10/10/2000, and 21,430 shares
under the ESOP.
/4/ This includes 1,800 options exercisable at 10/10/2000, and 1,031 shares
under the ESOP.
/5/ This includes 12,687 options exercisable at 10/10/2000, and 17,401 shares
under the ESOP, of which 1,862 options and 5,499 ESOP shares are owned by her
spouse.
/6/ This includes 8,525 options exercisable at 10/10/2000, and 1,180 shares
under the ESOP.
/7/ This includes 1,500 options exercisable at 10/10/2000.
/8/ This includes 23,225 options exercisable at 10/10/2000, and 10,300 shares
under the ESOP.
/9/ This includes 11,700 options exercisable at 10/10/2000, and 5,473 shares
under the ESOP.
/10/ This includes 875 options exercisable at 10/10/2000, and 318 shares under
the ESOP.
/11/ This includes 11,000 options exercisable at 10/10/2000.
/12/ This includes 11,000 options exercisable at 10/10/2000.
/13/ This includes 22,550 options exercisable at 10/10/2000.
/14/ This includes 11,000 options exercisable at 10/10/2000.
/15/ This includes 11,000 options exercisable at 10/10/2000.
/16/ This includes 23,000 options exercisable at 10/10/2000, and 91,975 shares
under the ESOP.
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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.
