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) August 18, 1998 FIRST PALM BEACH BANCORP, INC. ------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-21942 65-0418027 --------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 450 South Australian Avenue West Palm Beach, Florida 33401 -------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (561) 655-8511 -------------------------------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable ------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On August 18, First Palm Beach Bancorp, Inc., a Delaware corporation ("First Palm"), and Republic Security Financial Corporation, a Florida corporation ("Republic Security"), entered into Amendment No. 1, dated as of August 18, 1998 (the "Amendment"), to the Agreement and Plan of Merger, dated as of May 27, 1998, by and between First Palm and Republic Security (the "Merger Agreement"). The Amendment is filed herewith as Exhibit 2.1 and is incorporated by reference herein. Pursuant to and in accordance with the terms of the Merger Agreement, First Palm and Republic Security have entered into the Amendment in order to revise the Index Group and the weights attributed to each entity in such group to reflect the fact that two bank holding companies in the original Index Group (as defined in the Amendment) have entered into separate business combination transactions since the Starting Date (as defined in the Amendment). ITEM 7. FINANCIAL STATEMENT AND EXHIBITS. (c) Exhibits 2.1 Amendment No. 1, dated as of August 18, 1998, to the Agreement and Plan of Merger by and between Republic Security Financial Corporation and First Palm Beach Bancorp, Inc., dated as of May 27, 1998. 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: August 18, 1998 FIRST PALM BEACH BANCORP, INC. By: /s/Louis O. Davis, Jr. ---------------------------------------- Name: Louis O. Davis, Jr. Title: President and CEO EXHIBIT INDEX Exhibit Number Description ------- ----------- 2.1 Amendment No. 1, dated as of August 18, 1998, to the Agreement and Plan of Merger by and between Republic Security Financial Corporation and First Palm Beach Bancorp, Inc., dated as of May 27, 1998.