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) May 27, 1998
FIRST PALM BEACH BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-21942 65-0418027
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
450 South Australian Avenue
West Palm Beach, Florida 33402
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(Address of principal executive offices) (Zip Code)
(561) 655-8511
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On May 27, 1998, First Palm Beach Bancorp, Inc., a Delaware
corporation ("First Palm"), entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Republic Security Financial Corporation, a
Florida corporation ("Republic"), pursuant to which First Palm will be
merged with and into Republic (the "Merger"). The Merger is intended to
constitute a tax-free reorganization and to be accounted for as a pooling-
of-interests. The Merger Agreement is filed herewith as Exhibit 2.1 and is
incorporated by reference herein.
In accordance with the terms of the Merger Agreement, each share
of First Palm common stock, par value $.01 per share ("First Palm Common
Stock"), outstanding immediately prior to the effective time of the Merger,
together with the rights attached thereto (the "Rights") issued pursuant to
the Rights Agreement, dated as of January 23, 1995 (the "Rights Agreement")
between First Palm and Mellon Bank, N.A., as rights agent, will (subject to
certain exceptions) be converted into the right to receive 4.194 shares
(the "Exchange Ratio") of Republic common stock, par value $.01 per share,
together with the number of Republic rights associated therewith (with cash
being paid in lieu of fractional share interests). The Exchange Ratio is
subject to adjustment in certain circumstances.
Consummation of the Merger is subject to various conditions,
including the approval of the stockholders of First Palm and Republic and
the receipt of all requisite regulatory approvals.
In connection with the Merger Agreement, First Palm and Republic
entered into a Stock Option Agreement dated May 27, 1998 (the "Option
Agreement"), pursuant to which First Palm granted Republic an option to
purchase, under certain circumstances, up to 1,009,725 shares of First Palm
Common Stock at a price, subject to certain adjustments, of $40.50 per
share (the "Option"). The Option will become exercisable only upon the
occurrence of certain events, none of which has occurred as of the date
hereof. The Option was granted by First Palm as a condition to Republic's
entering into the Merger Agreement. The Option Agreement is filed herewith
as Exhibit 99.3 and is incorporated by reference herein.
The joint press release issued by First Palm and Republic with
respect to the Merger is filed herewith as Exhibit 99.1.
In connection with the execution of the Merger Agreement and the
Option Agreement, First Palm amended the Rights Agreement to provide that
the Rights will not become distributable or exercisable as a result of the
execution of the Merger Agreement and the Option Agreement or the
consummation of the transactions contemplated thereby.
Amendment No. 1 to the Rights Agreement is filed herewith as
Exhibit 99.2 and is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
(c) Exhibits
2.1 Agreement and Plan of Merger by and between Republic
Security Financial Corporation and First Palm Beach
Bancorp, Inc. dated as of May 27, 1998.
99.1 Press Release issued by Republic Security Financial
Corporation and First Palm Beach Bancorp, Inc. on May
28, 1998.
99.2 Amendment No. 1, dated as of May 27, 1998, to the
Rights Agreement, dated as of January 23, 1995, between
First Palm Beach Bancorp, Inc. and Mellon Bank, N.A.,
as rights agent.
99.3 Stock Option Agreement, dated May 27, 1998, between
Republic Security Financial Corporation and First Palm
Beach Bancorp, Inc.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunder duly authorized.
Dated: June 8, 1998
FIRST PALM BEACH BANCORP, INC.
By: /s/ Louis O. Davis, Jr.
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Name: Louis O. Davis, Jr.
Title: President and CEO
EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger by and between Republic
Security Financial Corporation and First Palm Beach
Bancorp, Inc., dated as of May 27, 1998.
99.1 Press Release issued by Republic Security Financial
Corporation and First Palm Beach Bancorp, Inc. on May
28, 1998.
99.2 Amendment No. 1, dated as of May 27, 1998, to the
Rights Agreement, dated as of January 23, 1995, between
First Palm Beach Bancorp, Inc. and Mellon Bank, N.A.,
as rights agent.
99.3 Stock Option Agreement, dated May 27, 1998, between
Republic Security Financial Corporation and First Palm
Beach Bancorp, Inc.