EXHIBIT 2(a)
AMENDMENT XX. 0
Xxxxxxxxx Xx. 0 (this "Amendment"), dated as of August 17,
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 Boards of Directors of the Company and Parent
have by resolution approved and authorized 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invoked); provided that such notice of election to terminate may be withdrawn at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:
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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%
Xxxxxxx 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 this 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 the Board
of Directors of 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.
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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/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: President
FIRST PALM BEACH BANCORP, INC.
By: /s/ R. XXXXX XXXXXXX
-------------------------------
Name: R. Xxxxx Xxxxxxx
Title: Executive Vice President
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