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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 30th 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").
On August 21, 2000, Republic filed a Report on Form 8-K (the "Previous
Filing") that included the Premier Merger Agreement as an exhibit. The version
of the Premier Merger Agreement attached as an exhibit to the Previous Filing
contained typographical errors that have now been corrected. The correct version
of the Premier Merger Agreement is filed herewith.
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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.)
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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: September 12, 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
----------- ------------------------------------------------------- ----
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.)
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