SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO.1)
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
September 28, 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 12
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 12
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 12
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Premier Construction, 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.
*Correction is made to name contained in original filing.
<PAGE>
CUSIP No. 760473108 Page 5 of 12
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 12
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 12
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 12
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 12
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 12
SCHEDULE 13D
RELATING TO THE COMMON STOCK OF
REPUBLIC GROUP INCORPORATED
ITEM 1: SECURITY AND ISSUER
This Amendment No. 1 to the 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.
This Amendment No. 1 to the 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, Inc., a Delaware
corporation, Premier Construction Acquisition, L.L.C., a Delaware limited
liability company, 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"), to amend
statements included in Items 3 and 4(c) of the Statement. Correction is made to
the name of Premier Construction, Inc., which was previously stated as Premier
Construction Products, Inc.
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Although the Trust has not entered into definitive documents at this
time, the Trust expects that it will borrow funds required by the Trust and the
Surviving Corporation (1) to pay the cash purchase price to current holders of
Republic common stock and (2) to repay certain senior and subordinated
indebtedness of Republic in connectin with the proposed merger. These
borrowings, or the repayment of existing Republic indebtedness, may also be
repaid in part with the proceeds of a sale of assets described below.
ITEM 4: PURPOSE OF TRANSACTION
(c) In connection with its anticipated acquisiton of Republic, the
Trust has discussed the sale of Republic's assets and operations with a number
of prospective purchasers. The Trust has entered into a nonbinding letter of
intent with one potential purchaser relating to a proposed sale of certain
subsidiaries and other assets of Republic that the trust may cause to occur if
the proposed merger of Repubic and Acquistion Sub is approved and consummated.
The trust intends to continue discussion with other potential purchasers and may
enter into noninding letters of intent with such other potential purchasers as
well.
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Joint Filing Agreement (previously filed as Exhibit 3 to the
Schedule 13D to which this amendment No. 1 relates).
<PAGE>
Page 11 of 12
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this Amendment No. 1 to the
Statement is true, complete and correct.
Dated October 26, 2000 PREMIER CONSTRUCTION PRODUCTS STATUTORY
TRUST
By: First Union National Bank, not in its
individual capacity but solely as
Trustee
By: /s/ Michelle Mena
---------------------------------
Name: Michelle Mena
Title: Corporate Trust Officer
PREMIER CONSTRUCTION PRODUCTS
ACQUISITION CORP.
By: /s/ Douglas H. Wolf
--------------------------------
Name: Douglas H. Wolf
Title: President
PREMIER CONSTRUCTION, 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 12 of 12
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]
