Exhibit 99.2
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