EXHIBIT 2.1
AMENDMENT NO. 1
AMENDMENT No. 1 (this "Amendment"), dated as of August 18, 1998,
by and between Republic Security Financial Corporation, a Florida
corporation ("Parent"), and First Palm Beach Bancorp, Inc., a Delaware
corporation (the "Company", and together with Parent, the "Parties"), to
the Agreement and Plan of Merger (the "Agreement"), dated as of May 27,
1998, by and between the Parties. Capitalized terms which are not
otherwise defined herein shall have the meanings set forth in the
Agreement.
WHEREAS, in accordance with Section 9.3 of the Agreement, the
Parties desire to amend the Agreement as set forth herein; and
WHEREAS, the Company and Parent are duly authorized to enter into
this Amendment to the Agreement.
NOW, THEREFORE, in consideration of the foregoing, and intending
to be legally bound hereby, the Parties hereby agree as follows:
1. Section 9.1(g) of the Agreement is hereby amended in its
entirety to read as follows:
(g) by the Company at any time during the ten-day period
commencing two days after the Determination Date (as defined below), if
either (x) both of the following conditions are satisfied:
(1) the Average Closing Price (as defined below) shall be less
than the product of 0.85 and the Starting Price; and
(2) (i) the number obtained by dividing the Average Closing
Price by the Starting Price (such number being referred to herein as
the "Parent Ratio") shall be less than (ii) the number obtained by
dividing the Index Price on the Determination Date by the Index Price
on the Starting Date and subtracting 0.15 from such quotient (such
number being referred to herein as the "Index Ratio");
or (y) the Average Closing Price shall be less than the product of 0.75 and
the Starting Price;
subject to the following four sentences. If the Company elects to exercise
its termination right pursuant to the immediately preceding sentence, it
shall give prompt written notice to Parent which notice shall specify which
of clauses (x) or (y) is applicable (or if both would be applicable, which
clause is being invoked); provided that such notice of election to
terminate may be withdrawn at any time within the aforementioned ten-day
period. During the five-day period commencing with its receipt of such
notice, Parent shall have the option, in the case of a termination invoked
under clause (x), of adjusting the Exchange Ratio to equal the lesser of
(i) a number equal to a quotient (rounded to the nearest one-ten-
thousandth), the numerator of which is the product of 0.85, the Starting
Price and the Exchange Ratio (as then in effect) and the denominator of
which is the Average Closing Price, and (ii) a number equal to a quotient
(rounded to the nearest one-ten-thousandth), the numerator of which is the
Index Ratio multiplied by the Exchange Ratio (as then in effect) and the
denominator of which is the Parent Ratio. During such five-day period,
Parent shall have the option, in the case of a termination invoked under
clause (y), to elect to increase the Exchange Ratio to equal a number equal
to a quotient (rounded to the nearest one-ten-thousandth), the numerator of
which is the product of 0.75, the Starting Price and the Exchange Ratio (as
then in effect) and the denominator of which is the Average Closing Price.
If Parent makes an election contemplated by either of the two preceding
sentences, within such five-day period it shall give prompt written notice
to the Company of such election and the revised Exchange Ratio, whereupon
no termination shall have occurred pursuant to this Section 9.1(g) and this
Agreement shall remain in effect in accordance with its terms (except as
the Exchange Ratio shall have been so modified), and any references in this
Agreement to "Exchange Ratio" shall thereafter be deemed to refer to the
Exchange Ratio as adjusted pursuant to this Section 9.1(g). For purposes
of this Section 9.1(g), the following terms shall have the meanings
indicated:
"Average Closing Price" means the average of the last reported sale
prices per share of Parent Common Stock as reported on the NASDAQ/NMS (as
reported in The Wall Street Journal or, if not reported therein, in another
mutually agreed upon authoritative source) for the 20 consecutive trading
days on the NASDAQ/NMS ending at the close of trading on the Determination
Date.
"Determination Date" means the fifth business day prior to the date on
which the last of the Requisite Regulatory Approvals shall be received,
without regard to any requisite waiting periods in respect thereof.
"Index Group" means the group of each of the 13 bank holding companies
listed below, the common stock of all of which shall be publicly traded and
as to which there shall not have been, since the Starting Date and before
the Determination Date, an announcement of a proposal for such company to
be acquired or for such company to acquire another company or companies in
transactions with a value exceeding 25% of the acquiror's market
capitalization as of the Starting Date. In the event that the common stock
of any such company ceases to be publicly traded or any such announcement
is made with respect to any such company, such company will be removed from
the Index Group, and the weights (which have been determined based on the
number of outstanding shares of common stock) redistributed proportionately
for purposes of determining the Index Price. The 13 bank holding companies
and the weights attributed to them are as follows:
BANK HOLDING COMPANY WEIGHTING
CNB Bancshares, Inc. . . . . . . . . . . . . . . . . . . . . . . . 8.32%
BancorpSouth, Inc. . . . . . . . . . . . . . . . . . . . . . . . . 18.19%
Commerce Bancorp, Inc. . . . . . . . . . . . . . . . . . . . . . . 7.32%
Provident Bankshares Corporation . . . . . . . . . . . . . . . . . 9.97%
United Bankshares, Inc. . . . . . . . . . . . . . . . . . . . . . . 12.23%
Hancock Holding Company . . . . . . . . . . . . . . . . . . . . . . 4.44%
F&M National Corporation . . . . . . . . . . . . . . . . . . . . . 8.32%
Carolina First Corporation . . . . . . . . . . . . . . . . . . . . 7.21%
MainStreet BankGroup Incorporated . . . . . . . . . . . . . . . . . 5.43%
BT Financial Corporation . . . . . . . . . . . . . . . . . . . . . 5.09%
Triangle Bancorp, Inc. . . . . . . . . . . . . . . . . . . . . . . 5.33%
National City Bancshares, Inc. . . . . . . . . . . . . . . . . . . 4.38%
United National Bancorp . . . . . . . . . . . . . . . . . . . . . . 3.78%
"Index Price" on a given date means the weighted average (weighted in
accordance with the factors listed above) of the closing prices of the
companies comprising the Index Group.
"Starting Date" means May 26, 1998.
"Starting Price" shall mean the last reported sale price per share of
Parent Common Stock on the Starting Date, as reported by the NASDAQ/NMS (as
reported in The Wall Street Journal or, if not reported therein, in another
mutually agreed upon authoritative source).
If any company belonging to the Index Group or Parent declares or
effects a stock dividend, reclassification, recapitalization, split-up,
combination, exchange of shares or similar transaction between the Starting
Date and the Determination Date, the prices for the common stock of such
company or Parent shall be appropriately adjusted for the purposes of
applying this Section 9.1(g).
2. All references to "this Agreement" in the Agreement shall be
deemed to refer to the Agreement as amended hereby.
3. Each of the Parties represents to the other that (i) it has
full corporate power and authority to execute and deliver this Amendment
and, subject to the terms and conditions set forth in the Agreement, to
consummate the transactions contemplated hereby, (ii) the execution and
delivery of this Amendment by such party have been duly and validly
approved by such party and no other corporate proceedings on the part of
such party are necessary in connection with the execution and delivery of
this Amendment by such party, and (iii) this Amendment has been duly and
validly executed and delivered by such party and constitutes a valid and
binding obligation of such party, enforceable against such party in
accordance with its terms.
4. Except as expressly amended by this Amendment, the Agreement
is hereby ratified and confirmed in all respects.
5. This Amendment may be executed in two or more counterparts,
each of which shall be deemed an original and all of which shall be
considered one and the same agreement, and shall become effective when
counterparts have been signed by each of the Parties and delivered to the
other Parties, it being understood that all Parties need not sign the same
counterpart.
6. This Amendment shall be governed and construed in accordance
with the laws of the State of Delaware, without regard to any applicable
conflicts of law provisions.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the
date first above written.
REPUBLIC SECURITY FINANCIAL
CORPORATION
By: /s/Richard J. Haskins
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Name: Richard J. Haskins
Title: EVP
FIRST PALM BEACH BANCORP, INC.
By: /s/Louis O. Davis, Jr.
--------------------------
Name: Louis O. Davis, Jr.
Title: President and CEO