FORM 8-A/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FIRST PALM BEACH BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 65-0418027
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
450 South Australian Avenue, West Palm Beach, Florida 33402
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None Not Applicable
____________________ ______________________________
____________________ ______________________________
____________________ ______________________________
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates:
___________________________ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
_______________________________________________________________________
(Title of class)
_______________________________________________________________________
(Title of class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED.
In General
On January 23, 1995, the Board of Directors of First Palm Beach
Bancorp, Inc. (the "Company") declared a dividend of one preferred share
purchase right ("Right") for each outstanding share of common stock, par
value $.01 per share ("Common Shares"), of the Company. The dividend is
payable on February 3, 1995 (the "Record Date") to the stockholders of
record at the close of business on that date. Each Right entitles the
registered holder to purchase from the Company one one-hundredth interest
in a share of Series A Junior Participating Preferred Stock, par value $.01
per share ("Preferred Shares"), of the Company, at a price of $50.00 per
one one-hundredth interest in a Preferred Share ("Purchase Price"), subject
to adjustment. The description and terms of the Rights are set forth in a
Rights Agreement ("Rights Agreement") dated as of January 23, 1995 between
the Company and Mellon Bank, N.A., as rights agent ("Rights Agent").
Distribution Date
Until the date on which specified events take place
("Distribution Date") with respect to each Common Share certificate
outstanding on the Record Date, the Rights will be evidenced by the Common
Share certificates with a copy of this Summary of Rights attached thereto.
The term "Distribution Date" means the earlier of (a) the 20th business day
following a public announcement that a person or group of affiliated or
associated persons have acquired beneficial ownership of 10% or more of the
outstanding Common Shares, or 1% more than such person or group held on
January 23, 1995 if such person or group held in excess of 10% of the
outstanding Common Shares on such date (collectively, an "Acquiring
Person") or (b) the 20th business day (or such later date as may be
determined by the Board of Directors of the Company) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer, the consummation of which would result in the beneficial
ownership by a person or group of affiliated or associated persons of 10%
or more of the outstanding Common Shares, or 1% more than such person or
group held on January 23, 1995 if such person or group held in excess of
10% of the outstanding Common Shares on that date.
Transfer of Rights and Certificates
The Rights Agreement provides that, until the Distribution Date,
the Rights may be transferred with and only with the Common Shares. Until
the Distribution Date (or earlier redemption or expiration of the Rights),
new Common Share certificates issued after the Record Date upon transfer or
new issuance of Common Shares will contain a notation incorporating the
Rights Agreement by reference. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the surrender for transfer of any
certificates for Common Shares outstanding as of the Record Date, even
without such notation or a copy of this Summary of Rights being attached
thereto, will also constitute the transfer of the Rights associated with
the Common Shares represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the
Rights (the "Rights Certificates") will be mailed to holders of record of
the Common Shares as of the close of business on the Distribution Date and
the separate Rights Certificates alone will evidence the Rights.
Exercise Period
The Rights are not exercisable until the Distribution Date. The
Rights will expire on the Final Expiration Date, unless the Final
Expiration Date is extended, or the Rights are earlier redeemed by the
Company. The term "Final Expiration Date" is defined in the Rights
Agreement and except as otherwise provided in the Rights Agreement means
February 3, 2005.
Adjustments
(a) The Purchase Price payable and the number of interests in
Preferred Shares or other securities or property issuable upon exercise of
the Rights are subject to adjustment from time to time to prevent dilution
(i) in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Shares, (ii) upon the grant to holders
of the Preferred Shares of certain rights or warrants to subscribe for or
purchase Preferred Shares at a price, or securities convertible into
Preferred Shares with a conversion price, less than the then current market
price of the Preferred Shares with a conversion price, less than the then
current market price of the Preferred Shares, or (iii) upon the
distribution to holders of the Preferred Shares of evidences of
indebtedness or assets (excluding regular periodic cash dividends paid out
of earnings or retained earnings or dividends payable in Preferred Shares)
or of subscription rights or warrants (other than those referred to above).
(b) The number of outstanding Rights and the number of one one-
hundredth interests in Preferred Shares issuable upon exercise of each
Right are also subject to adjustment in the event of a stock split of the
Common Shares or a stock dividend on the Common Shares payable in Common
Shares or subdivisions, consolidations or combinations of the Common Shares
occurring prior to the Distribution Date.
(c) With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at
least 1% in such Purchase Price. No fractional Preferred Shares will be
issued (other than fractions which are integral multiples of one one-
hundredth of a Preferred Share, which may, at the election of the Company,
be evidenced by depositary receipts) and in lieu thereof, an adjustment in
cash will be made based on the market price of the Preferred Shares on the
last trading day prior to the date of exercise.
Preferred Shares
(a) Interests in Preferred Shares which may be purchased upon
exercise of the Rights will not be redeemable. Each Preferred Share will
be entitled to a minimum preferential quarterly dividend payment of $1 per
share but will be entitled to an aggregate dividend of 100 times the
dividend declared per Common Share. In the event of liquidation, the
holders of the interests in Preferred Shares will be entitled to a minimum
preferential liquidation payment of $100 per share but will be entitled to
an aggregate payment per share of 100 times the payment to be made per
Common Share. Each Preferred Share will have 100 votes, voting together
with the Common Shares. Finally, in the event of any merger, consolidation
or other transaction in which Common Shares are exchanged, each Preferred
Share will be entitled to receive 100 times the amount received per Common
Share. These rights are protected by customary antidilution provisions.
(b) Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-hundredth interest
in a Preferred Share purchasable upon exercise of each Right will be
approximately the value of one Common Share.
Exercise of Rights for Common Stock
In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets
or earning power is sold, proper provision will be made so that each holder
of a Right will thereafter have the right to receive, upon the exercise
thereof at the then current purchase price of the Right, that number of
shares of common stock of the acquiring company which at the time of such
transaction will have a market value of two times the purchase price of the
Right. In the event that any person becomes an Acquiring Person (unless
such person first acquires 10% or more of the outstanding Common Shares by
a purchase pursuant to a tender offer for all of the Common Shares for
cash, which purchase increases such person's beneficial ownership to 80% or
more of the outstanding Common Shares), proper provision shall be made so
that each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will have the right to
receive upon exercise of each Right that number of Common Shares having a
market value of two times the Purchase Price of the Right.
Optional Exchange of Rights
At any time after a person or group of affiliated or associated
persons becomes an Acquiring Person and prior to the acquisition by such
person or group of persons of 50% or more of the outstanding Common Shares,
the Board of Directors of the Company may exchange the Rights (other than
Rights owned by such person or group which have become void), in whole or
in part, at an exchange ratio (subject to adjustment) of one Common Share
per Right. At its option, the Board may substitute interests in Preferred
Shares (or shares of a class or series of the Company's preferred stock
having equivalent rights, preferences and privileges) for Common Shares
exchangeable for Rights at an initial rate (subject to adjustment) of one
one-hundredth interest in a Preferred Share (or equivalent preferred share)
for each Common Share.
Redemption of Rights
(a) At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 10% or more of
the outstanding Common Shares, the Board of Directors of the Company may
redeem the Rights in whole, but not in part, at a price of $.01 per Right
(the "Redemption Price").
(b) In addition, if a bidder who does not beneficially own more
than 3% of the Common Shares (and who has not within the past year owned in
excess of 3% of the Common Shares and, at a time when he held a greater
than a 3% stake, disclosed, or caused the disclosure of, any intention
which relates to or would result in the acquisition, or influence of
control of, the Company) proposes to acquire all of the Common Shares (and
all other shares of capital stock of the Company entitled to vote with the
Common Shares in the election of directors or on mergers, consolidations,
sales of all or substantially all of the Company's assets, liquidations,
dissolutions or winding up) for cash at a price which a nationally
recognized investment banker selected by such bidder states in writing is
fair, and the bidder has obtained written financing commitments (or
otherwise has financing) and complies with certain procedural requirements,
then the Company, at its option and upon the request of the bidder, will
hold a special meeting of stockholders to vote on a resolution requesting
the Board of Directors to accept the bidder's proposal.
(c) The foregoing shall also apply to a bidder who beneficially
owns in excess of 3% of the outstanding Common Shares on February 3, 1995,
but who, as of the date such a proposal is delivered (i) does not own in
excess of 1% more of the outstanding Common Shares than the percentage of
the outstanding Common Shares that such person beneficially owned as of
February 3, 1995 and (ii) has not, within one year prior to the delivery of
the proposal, beneficially owned in excess of the amount of Common Shares
in (i) above and, at a time when he held a greater than a 3% stake,
disclosed, or caused the disclosure of, any intention which relates to or
would result in the acquisition, or influence of control, of the Company.
(d) If a majority of the outstanding shares entitled to vote on
such proposal, and a majority of the outstanding shares entitled to vote on
such proposal other than shares beneficially owned by the bidder, vote in
favor of such resolution, the Rights will be automatically redeemed at the
Redemption Price immediately prior to the consummation of any tender offer
for all of such shares at a price per share in cash equal or greater than
the price offered by such bidder, provided such tender offer is consummated
prior to 60 days after the special meeting, and provided, further, that no
redemption will be permitted or required after a person or group of
affiliated or associated persons becomes an Acquiring Person.
(e) Immediately upon a redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
Amendments
The terms of the Rights and the Rights Agreement may be amended
by the Board of Directors of the Company without the consent of the holders
of the Rights, including an amendment to lower the threshold of ownership
of Common Shares for exercisability of the Rights to not less than the
largest percentage of the outstanding Common Shares then known to the
Company to be beneficially owned by any person or group of affiliated or
associated persons, except that after the time that any person becomes an
Acquiring Person, no such amendment may adversely affect the interests of
the holders of the Rights.
Rights Prior to Exercise
Until a Right is exercised, the holder will have no rights as a
stockholder of the Company including the right to vote or to receive
dividends.
Documents and Effect of this Summary
A copy of the Rights Agreement specifying the terms of the Rights
(including as Exhibit B the Form of the Rights Certificate) is filed as an
exhibit to this Registration Statement and is incorporated herein by
reference. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights
Agreement.
Amendment for Merger with Republic
On May 27, 1998, the Company and Republic Security Financial
Corporation ("Republic") executed an Agreement and Plan of Merger (the
"Merger Agreement") providing for, among other things, the merger of the
Company with and into Republic. In connection with the execution of the
Merger Agreement, the Company executed an amendment (the "Amendment") to
the Rights Agreement in order to (x) amend the definition of "Acquiring
Person" set forth in the Rights Agreement to provide that neither Republic
nor any affiliated or associated party (collectively with Republic, the
"Republic Parties") will be deemed to be an Acquiring Person by virtue of
the fact that Republic is the Beneficial Owner (as defined in the Rights
Agreement) solely of Common Shares (i) of which any Republic Party is or
becomes the Beneficial Owner by reason of the approval, execution or
delivery of the Merger Agreement or the Stock Option Agreement, dated as of
May 27, 1998, between the Company, as issuer, and Republic, as grantee (the
"Stock Option Agreement"), or by reason of the consummation of any
transaction contemplated in the Merger Agreement and/or the Stock Option
Agreement, (ii) of which any Republic Party is the Beneficial Owner on May
27, 1998, (iii) of which any Republic Party becomes the Beneficial Owner
after May 27, 1998, provided, however, that the aggregate number of Common
Shares which may be Beneficially Owned by the Republic Parties pursuant to
this clause (iii) shall not exceed 1% of the number of Common Shares
outstanding, (iv) acquired in satisfaction of a debt contracted prior to
May 27, 1998, in good faith, (v) held by any Republic Party in a bona fide
fiduciary or depository capacity or (vi) owned in the ordinary course of
business by either (A) an investment company registered under the
Investment Company Act of 1940, as amended, or (B) an investment account,
for either of which any Republic Party acts as investment advisor and (y)
to provide that the transactions contemplated by the Merger Agreement will
not cause the Rights to become exercisable for Common Shares pursuant to
the terms of the Rights Agreement.
A copy of the Amendment is filed as Exhibit 4 to this
Registration Statement and is incorporated herein by reference.
ITEM 2. EXHIBITS
The following exhibits are filed as a part of this Registration
Statement.
EXHIBIT NO. DESCRIPTION
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1 Certificate of Designations, Preferences and Rights of Series A
Junior Participating Preferred Stock of First Palm Beach Bancorp,
Inc. (incorporated by reference to Exhibit A to the Registrant's
Registration Statement on Form 8-A dated January 26, 1995)
2 Form of Rights Certificate (incorporated by reference to
Exhibit B to the Registrant's Registration Statement on Form 8-A
dated January 26, 1995)
3 Rights Agreement dated as of January 23, 1995 between First Palm
Beach Bancorp, Inc. and Mellon Bank, N.A., as Rights Agent
(incorporated by reference to the Registrant's Registration
Statement on Form 8-A dated January 26, 1995)
4 Amendment, dated as of May 27, 1998, to the Rights Agreement,
dated January 26, 1995, by and between First Palm Beach Bancorp,
Inc. and Mellon Bank, N.A., as Rights Agent
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
FIRST PALM BEACH BANCORP, INC.
By: /s/ Louis O. Davis, Jr.
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Name: Louis O. Davis, Jr.
Title: President and Chief Executive
Officer
Dated: June 8, 1998
EXHIBIT INDEX
EXHIBIT DESCRIPTION
1 Certificate of Designations,
Preferences and Rights of
Series A Junior Participating
Preferred Stock of First Palm
Beach Bancorp, Inc.
(incorporated by reference to
Exhibit A to the Registrant's
Registration Statement on Form
8-A dated January 26, 1995)
2 Form of Rights Certificate
(incorporated by reference to
Exhibit B to the Registrant's
Registration Statement on Form
8-A dated January 26, 1995)
3 Rights Agreement dated as of
January 23, 1995 between First
Palm Beach Bancorp, Inc. and
Mellon Bank, N.A., as Rights
Agent (incorporated by
reference to the Registrant's
Registration Statement on Form
8-A dated January 26, 1995)
4 Amendment, dated as of May 27,
1998, to the Rights Agreement,
dated January 26, 1995, by and
between First Palm Beach
Bancorp, Inc. and Mellon Bank,
N.A., as Rights Agent
Exhibit 4
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1, dated as of May 27, 1998 (this "Amendment"), to
the Rights Agreement, dated as of January 23, 1995 (the "Rights
Agreement"), between First Palm Beach Bancorp, Inc., a Delaware corporation
(the "Company"), and Mellon Bank, N.A., as rights agent (the "Rights
Agent").
WITNESSETH
WHEREAS, the Company and the Rights Agent have previously entered
into the Rights Agreement; and
WHEREAS, Section 27 of the Rights Agreement provides that the
Company may from time to time, by resolution of its Board of Directors
adopted by a majority of the Continuing Directors (as defined in the Rights
Agreement), supplement or amend the Rights Agreement in accordance with the
terms of Section 27; and
WHEREAS, the Company and Republic Security Financial Corporation,
a Florida corporation ("Republic"), have entered into an Agreement and Plan
of Merger, dated as of May 27, 1998 (the "Merger Agreement"), pursuant to
which the Company will merge with and into Republic with Republic as the
surviving corporation in the merger; and
WHEREAS, in connection with the Merger Agreement, the Company and
Republic have entered into a Stock Option Agreement, dated as of May 27,
1998, pursuant to which the Company has granted to Republic an option to
purchase Common Shares of the Company under certain circumstances and upon
certain terms and conditions; and
WHEREAS, the Board of Directors has determined that it is in the
best interests of the Company and its stockholders and consistent with the
objectives of the Board of Directors in adopting the Rights Agreement to
amend the Rights Agreement to exempt the Merger Agreement, the Option
Agreement and the transactions contemplated thereby (including, without
limitation, the option granted pursuant to the Option Agreement) from the
application of the Rights Agreement; and
WHEREAS, the Board of Directors of the Company, by resolution
adopted by a majority of the Continuing Directors (which directors
constitute a majority of the directors currently in office), has approved
and adopted this Amendment and directed that the proper officers take all
appropriate steps to execute and put into effect this Amendment.
NOW, THEREFORE, the Company hereby amends the Rights Agreement as
follows:
1. Section 1(a) of the Rights Agreement is hereby amended by
inserting the following sentence at the end thereof;
"Notwithstanding the foregoing, neither Republic
Security Financial Corporation, a Florida corporation
("Republic"), nor any Affiliate or Associate of
Republic (collectively with Republic, the "Republic
Parties") shall be deemed to be an Acquiring Person by
virtue of the fact that Republic is the Beneficial
Owner solely of Common Shares (i) of which any Republic
Party is or becomes the Beneficial Owner by reason of
the approval, execution or delivery of the Agreement
and Plan of Merger, dated as of May 27, 1998, by and
between the Company and Republic, as may be amended
from time to time (the "Merger Agreement"), or the
Stock Option Agreement, dated as of May 27, 1998,
between the Company, as issuer, and Republic, as
grantee, as may be amended from time to time (the
"Stock Option Agreement"), or by reason of the
consummation of any transaction contemplated in the
Merger Agreement or the Stock Option Agreement, (ii) of
which any Republic Party is the Beneficial Owner on the
date hereof, (iii) of which any Republic Party becomes
the Beneficial Owner after the date hereof, provided,
however, that the aggregate number of Common Shares
which may be Beneficially Owned by the Republic Parties
pursuant to this clause (iii) shall not exceed 1% of
the Common Shares outstanding, (iv) acquired in
satisfaction of debts contracted prior to the date
hereof by any Republic Party in good faith in the
ordinary course of such Republic Party's banking
business, (v) held by any Republic Party in a bona fide
fiduciary or depository capacity, or (vi) owned in the
ordinary course of business by either (A) an investment
company registered under the Investment Company Act of
1940, as amended, or (B) an investment account, in
either case for which any Republic Party acts as
investment advisor."
2. Section 13 of the Rights Agreement is hereby amended to add
the following sentence at the end thereof:
"Notwithstanding any other provision of this Agreement, none of
the provisions contained in this Section 13 shall apply to the
transactions contemplated by the Merger Agreement or the Stock
Option Agreement, and, in accordance with the terms of the Merger
Agreement, at the Effective Time (as defined in the Merger
Agreement), the Common Shares will be converted into the
consideration provided for in the Merger Agreement, and all
Rights attached thereto shall simultaneously be extinguished with
no additional consideration being paid on account thereof."
3. Section 15 of the Rights Agreement is hereby modified and
amended to add the following sentence at the end thereof:
"Nothing in this Agreement shall be construed to give any holder
of Rights or any other Person any legal or equitable rights,
remedies or claims under this Agreement in connection with any
transactions contemplated by the Merger Agreement or the Stock
Option Agreement."
4. This Amendment shall be deemed to be in force and effective
immediately prior to the execution and delivery of the Merger Agreement and
the Stock Option Agreement. Except as amended hereby, the Rights Agreement
shall remain in full force and effect and shall be otherwise unaffected
hereby.
5. Capitalized terms used in this Amendment and not defined
herein shall have the meanings assigned thereto in the Rights Agreement.
6. This Amendment may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and
the same instrument.
7. In all respects not inconsistent with the terms and
provisions of this Amendment, the Rights Agreement is hereby ratified,
adopted, approved and confirmed. In executing and delivering this
Amendment, the Rights Agent shall be entitled to all the privileges and
immunities afforded to the Rights Agent under the terms and conditions of
the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be duly executed and attested as of the day and year first above
written.
ATTEST: FIRST PALM BEACH BANCORP, INC.
By: /s/ Elizabeth Cook By: /s/ Louis O. Davis
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Name: Elizabeth Cook Name: Louis O. Davis
Title: Asst. Secretary Title: President and CEO
ATTEST: MELLON BANK, N.A.
By: /s/ Harry T. Richards By: /s/ Marilyn Spisak
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Name: Harry T. Richards Name: Marilyn Spisak
Title: Assistant Vice President Title: As Agent
