Exhibit 99.1
News Release
For: Republic Security Financial Corporation
West Palm Beach, Florida 33407
REPUBLIC SECURITY FINANCIAL CORPORATION
AND
FIRST PALM BEACH BANCORP, INC.
ANNOUNCE THE ACQUISITION OF FIRST PALM BEACH BANCORP, INC. BY
REPUBLIC SECURITY FINANCIAL CORPORATION
WEST PALM BEACH, FL. MAY 28, 1998 - REPUBLIC SECURITY FINANCIAL
CORPORATION (NASDAQ:RSFC), a West Palm Beach, Florida-based bank holding
company and parent to Republic Security Bank announced today the execution
of a definitive agreement for Republic to acquire First Palm Beach Bancorp,
Inc. ("First Bank"), West Palm Beach, Florida, parent company of First Bank
of Florida. First Bank is a $1.8 billion thrift holding company whose
subsidiary bank operates 51 branch offices in Palm Beach, Martin, Broward,
Dade and Lee counties.
First Bank has total assets of approximately $1.8 billion, loans of
$1.0 billion, deposits of $1.3 billion and stockholders' equity of $117
million. Republic Security Financial Corporation will issue approximately
21.3 million shares of its common stock for all outstanding shares of First
Bank in a tax free exchange accounted for as a pooling-of-interests. The
definitive agreement provides for a fixed exchange ratio whereby
shareholders of First Bank will receive 4.194 shares of Republic stock for
each share of First Bank, subject to adjustment under certain
circumstances. Based on Republic's closing price of $13.125 per share on
May 27, 1998, the consideration represents approximately $55.05 per First
Bank share for an aggregate transaction value of approximately $279.3
million.
In connection with the execution of the definitive agreement, First
Bank has granted to RSFC an option to puchase 19.9% of First Bank's
outstanding common stock. The transaction is subject to approval by
shareholders of each company, the State of Florida Banking Department and
the Federal Reserve. The transaction is expected to close in the fourth
quarter of 1998. On a pro forma basis as of March 31, 1998, Republic
Security Financial Corporation has total assets of approximately $2.8
billion, total stockholders' equity of approximately $205 million and more
than 45.3 million shares of common stock outstanding. The holding company
will do business through 83 branch offices in Palm Beach, Martin, Broward,
Dade and Lee counties, Florida.
The transaction is expected to be immediately accretive to tangible
book value and earnings accretive during fiscal year 1999, the first full
year of combined operations. Cost savings are expected to be approximately
24% of projected First Bank non-interest expense in 1999 or $9.1 million.
No revenue enhancements are assumed in the projections. A one-time charge
of approximately $33.0 million is expected due to merger related charges
and restructuring costs.
"We are delighted with this merger for customers, shareholders and
employees as it will combine two strong companies serving Florida's top
three banking markets and more", said Rudy Schupp, Chairman of Republic
Security Financial Corporation. "First Bank and Republic Security Bank
have each developed franchises in near identical markets offering
opportunities for efficiencies and future performance that suggest a
powerful banking franchise when combined. Each bank brings to the table
expertise and value, including First Bank's innovative supermarket banking
platform in Albertsons and Winn Dixie stores. This supermarket banking
effort is very complimentary to Republic Security Bank's PC Banking and
other electronic banking delivery systems and complimentary to the combined
bank's large branch network", said Schupp.
"The acquisition of First Bank expands Republic's already strong
Franchise in Palm Beach, Broward and Dade counties while expanding
Republic's franchise into Martin and Lee counties. This acquisition
produces a unique franchise in the lucrative Southeast Florida banking
market. The pro forma company will be the largest independent commercial
bank headquartered in Florida", said Schupp.
"Our affiliation represents an excellent opportunity to enhance our
shareholders' value, deliver more services to our customers and join a
strong local bank that shares our operating philosophy", said, Louis O.
Davis, Jr., Chief Executive Officer, President and Director of First Bank.
Republic Security Financial Corporation, with total assets of $1.0
billion, deposits of $753 million and stockholders' equity of $88 million
at March 31, 1998, is the holding company for Republic Security Bank,
operating 32 full service banking offices headquartered in Palm Beach
County, Florida. The proposed acquisition of First Bank represents
Republic's eighth acquisition since 1992.
First Palm Beach Bancorp, Inc. is the parent of First Bank of Florida
and is the largest locally based thrift institution in Palm Beach County,
Florida. With assets of approximately $1.8 billion, First Palm Beach
Bancorp, Inc. serves the communities of Palm Beach, Martin, Broward, Dade
and Lee counties through the bank's 51 full service branches and 3 loan
production offices.
Republic Security Financial Corporation's Common Stock is traded on
the over-the-counter market and quoted on the NASDAQ National Market System
under the symbol RSFC. The stock of First Palm Beach Bancorp, Inc. is
listed on NASDAQ under the symbol FFPB.
An investors conference call is scheduled for today at 10:00 a.m. EST.
To participate in the call, dial (800) 553-0288. For a copy of the
investor package, please call John Taylor, Investor Relations Manager at
(561) 881-5333 extension 309.
Statements made in this release that state the Company's or management's
intentions, hopes, beliefs, expectations or predictions of the future are
forward-looking statements. It is important to note that the Company's
actual results could differ materially from those projected in such
forward-looking statements. Factors that could cause future results to
vary materially from current expectations include, but are not limited to,
changes in interest rates, competition by larger financial institutions,
legislation and regulatory changes and changes in the economy generally and
in business conditions in the South Florida market and management's ability
to timely integrate the Companies.