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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): August 11, 2000
REPUBLIC GROUP INCORPORATED
(Exact name of Issuer as specified in its charter)
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<S> <C> <C>
DELAWARE 1-7210 75-1155922
(State of other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
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811 East 30/th/ Avenue
Hutchinson, Kansas 67502
(Address of principal executive offices)
(316) 727-2700
(Issuer's Telephone No.)
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Item 5. Other Events
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On August 11, 2000, Republic Group Incorporated ("Republic") 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 Republic, all outstanding shares of Common
Stock of Republic would be converted into the right to receive $19.00 in cash,
and Republic 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 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 Republic 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 Republic, including Phil
Simpson, and certain members of Mr. Simpson's family, who collectively own
approximately 3.3 million or 28% of Republic's outstanding stock, have executed
Stockholder Agreements pursuant to which they have agreed to vote their shares
of Republic's stock 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
Republic'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, Republic also entered into a back-up agreement
with Centex Construction Products, Inc. ("CXP") (the "CXP Agreement") pursuant
to which Republic would be acquired by CXP if the Premier Merger Agreement were
terminated for reasons other than a termination by Republic, 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 Republic in
the exercise of its Board's fiduciary duties, Republic 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
Republic's stock (the "CXP Tender Offer") and, whether or not the CXP Tender
Offer were consummated, merge with Republic. Pursuant to the merger agreement
with CXP, a subsidiary of CXP would be merged into Republic, and Republic 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 Republic from other bidders. It is
a condition to CXP's obligation to enter into the merger agreement that Republic
makes 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. Republic is obligated to use its reasonable best efforts and
take all actions within its control to cause such conditions to be satisfied.
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The Board of Directors has unanimously approved both the Premier
Merger and the contingent agreement with CXP. In connection with the Premier
Merger, Republic will file a proxy statement with the Securities and Exchange
Commission. Reference is made to Republic's Press Release dated August 14,
2000, a copy of which is filed as Exhibit 99.2 to this Report, which is
incorporated by reference herein.
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 filed as exhibits to this Report
and which are incorporated by reference in this description.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits
2.1 Agreement and Plan of Merger dated August 11, 2000 among
Republic, Premier Construction Products Statutory Trust and
Premier Construction Products Acquisition Corp., including a list
identifying the contents of omitted schedules. (Republic agrees
to furnish supplementally a copy of any omitted schedule to the
Commission upon request.)
4.1 First Amendment and Restatement dated March 1, 2000 of Credit
Agreement dated July 15, 1998 among Republic, the Banks Party
thereto, the LC Issuing Banks Referred to therein, Morgan
Guaranty Trust Company of New York, as Syndication Agent, and
Bank of America, N.A., as Administrative Agent.
4.2 Second Amendment and Restatement dated June 27, 2000 of Credit
Agreement dated July 15, 1998 among Republic, the Banks Party
thereto, the LC Issuing Banks Referred to therein, and Bank
of America, N.A., as Administrative Agent.
4.3 Amendment No. 1 to Mortgage, Assignment of Leases and Rents,
Security Agreement and Financing Statement dated March 1, 2000
between Republic Paperboard Company and Bank of America, N.A.
(successor to NationsBank, N.A.), as Administrative Agent.
4.4 Amendment No. 2 to Mortgage, Assignment of Leases and Rents,
Security Agreement and Financing Statement dated June 27, 2000
between Republic Paperboard Company and Bank of America, N.A.
(successor to NationsBank, N.A.), as Administrative Agent.
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99.1 Press Release dated August 14, 2000.
99.2 Press Release dated August 18, 2000.
99.3 Form of Stockholder Agreement executed on August 11, 2000 by the
directors and executive officers of Republic and certain members
of the family of Phil Simpson in favor of Premier and Acquisition
Sub.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, Republic has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
REPUBLIC GROUP INCORPORATED
Dated: August 21, 2000 By: /s/ Doyle R. Ramsey
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Printed Name: Doyle R. Ramsey
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Item Number Description Page
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2.1 Agreement and Plan of Merger dated August 11, 2000
among Republic, Premier Construction Products
Statutory Trust and Premier Construction Products
Acquisition Corp., including a list identifying the
contents of omitted schedules. (Republic agrees to
furnish supplementally a copy of any omitted schedule
to the Commission upon request.)
4.1 First Amendment and Restatement dated March 1, 2000 of
Credit Agreement dated July 15, 1998 among Republic,
the Banks Party thereto, the LC Issuing Banks Referred
to therein, Morgan Guaranty Trust Company of New York,
as Syndication Agent, and Bank of America, N.A., as
Administrative Agent.
4.2 Second Amendment and Restatement dated June 27, 2000
of Credit Agreement dated July 15, 1998 among Republic,
the Banks Party thereto, the LC Issuing Banks Referred
to therein, and Bank of America, N.A., as
Administrative Agent.
4.3 Amendment No. 1 to Mortgage, Assignment of Leases and
Rents, Security Agreement and Financing Statement dated
March 1, 2000 between Republic Paperboard Company and
Bank of America, N.A. (successor to NationsBank, N.A.),
as Administrative Agent.
4.4 Amendment No. 2 to Mortgage, Assignment of Leases and
Rents, Security Agreement and Financing Statement dated
June 27, 2000 between Republic Paperboard Company and
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Bank of America, N.A. (successor to NationsBank,
N.A.), as Administrative Agent.
99.1 Press Release dated August 14, 2000.
99.2 Press Release dated August 18, 2000.
99.3 Form of Stockholder Agreement executed on August 11,
2000 by the directors and executive officers of Republic
and certain members of the family of Phil Simpson in favor
of Premier and Acquisition Sub.
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