Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a 88 621K
Business-Combination Transaction
2: EX-1 Purchase Agreement Dated July 10, 1998 31 121K
3: EX-4.(C) 4th Amendment to Loan Documents, Dated as of April 12 44K
28, 1998
4: EX-4.(F) Registration Rights Agreement Dated July 15, 1998 24 82K
5: EX-12 Statement Re Computation of Ratios 2± 13K
6: EX-21 Significant Subsidiaries of the Registrant 1 6K
7: EX-23.(A) Consent of Arthur Andersen, LLP 1 6K
8: EX-25 Statement of Eligibility of Trustee 27 93K
9: EX-27 Financial Data Schedule 2 7K
10: EX-99.(A) Form of Letter of Transmittal 22 76K
11: EX-99.(B) Form of Notice of Guaranteed Delivery 5 14K
EX-99.(B) — Form of Notice of Guaranteed Delivery
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Exhibit 99(b)
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
ANY AND ALL OUTSTANDING
9 1/2% SENIOR SUBORDINATED NOTES DUE 2008
OF
REPUBLIC GROUP INCORPORATED
FULLY AND UNCONDITIONALLY GUARANTEED
BY
-----------------------------
This Notice of Guaranteed Delivery, or one substantially equivalent to this
form, must be used to accept the Exchange Offer (as defined below) if (i) the
Holder's certificates ("Certificates") for 9 1/2% Senior Subordinated Notes due
2008 of the Company (the "Old Notes") are not immediately available, (ii) the
Holder cannot deliver the Old Notes, Letter of Transmittal and all other
required documents to UMB Bank, N.A. (the "Exchange Agent") on or prior to 5:00
p.m. New York City time, on the Expiration Date or (iii) the Holder cannot
complete the procedures for delivery by book- entry transfer on a timely basis.
This Notice of Guaranteed Delivery may be delivered by hand, overnight courier
or mail, or transmitted by facsimile transmission, to the Exchange Agent. See
"The Exchange Offer--Procedures for Tendering Old Notes" in the Prospectus.
Capitalized terms not defined herein have the meanings respectively given to
them in the Prospectus.
The Exchange Agent For The Exchange Offer Is:
UMB Bank, N.A.
By Mail or Hand Delivery: Facsimile Transmissions
(Eligible Institutions Only):
UMB Bank, N.A.
Corporate Trust Department (816) 221-0438
928 Grand Boulevard Attention: Mr. R. William Bloemker
Kansas City, Missouri 64106 Confirm by Telephone:
Attention: Mr. R. William Bloemker (816) 860-7446
Delivery of this Notice of Guaranteed Delivery to an address other than as
set forth above or transmission of this Notice of Guaranteed Delivery via
facsimile to a number other than as set forth above will not constitute a valid
delivery.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS HERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to Republic Group Incorporated, a Delaware
corporation (the "Company"), upon the terms and subject to the conditions set
forth in the Prospectus dated September __, 1998 (as the same may be amended or
supplemented from time to time, the "Prospectus"), and the related Letter of
Transmittal (which together constitute the "Exchange Offer"), receipt of which
is hereby acknowledged, the aggregate principal amount of Old Notes set forth
below pursuant to the guaranteed delivery procedures set forth in the Prospectus
under the caption "The Exchange Offer--Procedures for Tendering Old Notes."
Aggregate Principal Amount Tendered: $________________________ *
Name(s) of Holder(s): _____________________________________
Certificate No(s): ________________________________
Total Principal Amount
Represented by Certificate(s): $__________________________
If Old Notes will be tendered by book-entry transfer, please provide the
following information:
DTC Account Number: __________________________
Date: ____________________________
______________________________
* Must be in denominations of a principal amount of $1,000 and any integral
multiple thereof.
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--------------------------------------------------------------------------------
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned.
--------------------------------------------------------------------------------
PLEASE SIGN BELOW:
Signature(s) of Holder(s) or
Authorized Signatory: Date:
x_________________________________ ______________________, 1998
x_________________________________ ______________________, 1998
Telephone Number (including area code):______________________________________
Must be signed by Holder(s) of Old Notes exactly as name(s) appear(s) on
tendered Certificates or on a security position listing, or by person(s)
authorized to become Holder(s) by endorsement and documents transmitted with
this Notice of Guaranteed Delivery. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in another fiduciary or representative capacity, such person must
set forth his or her full title below.
Please print name(s) and address(es) below:
Name(s): ___________________________________
___________________________________
Capacity: ___________________________________
Address(es): ___________________________________
(include zip code)
THE GUARANTEE ON THE REVERSE SIDE HEREOF MUST BE COMPLETED.
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity identified in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (i) a bank; (ii) a
broker, dealer, municipal securities broker or dealer or government securities
broker or dealer; (iii) a credit union; (iv) a national securities exchange,
registered securities association or clearing agency; or (v) a savings
association that is a participant in a Securities Transfer Association (each of
the foregoing being referred to as an "Eligible Institution"), hereby guarantees
to deliver to the Exchange Agent, at one of its addresses set forth above,
either the Old Notes tendered hereby in proper form for transfer, or
confirmation of the book-entry transfer of such Old Notes to the Exchange
Agent's account at The Depository Trust Company, pursuant to the procedures for
book-entry transfer set forth in the Prospectus, in either case together with
one or more properly completed and duly executed Letter(s) of Transmittal (or
facsimiles thereof) and any other required documents within five business days
after the date of execution of this Notice of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal and the Old Notes tendered hereby to the Exchange Agent within the
time period set forth above and that failure to do so could result in a
financial loss to the undersigned.
_________________________________
Name of Firm
_________________________________
Authorized Signature
_________________________________
_________________________________
Address (including zip code)
_________________________________
Title
_________________________________
Please type or print name
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Telephone Number (including area code):
_________________________________________
Date: _________________________, 1998
* * * * *
DO NOT SEND CERTIFICATES WITH THIS FORM. CERTIFICATES SHOULD ONLY BE SENT WITH
A PROPERLY COMPLETED LETTER OF TRANSMITTAL.
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