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-4.(C) — 4th Amendment to Loan Documents, Dated as of April 28, 1998
Exhibit Table of Contents
[Letterhead of NationsBank appears here]
Exhibit 4(c)
May 5, 1998
Republic Group Incorporated
Republic Paperboard Company
Republic Paperboard Company of West Virginia
Republic Gypsum Company
c/o Doyle R. Ramsey
Vice-President - Finance & CFO
Republic Group Incorporated
811 East 30th Avenue
Hutchinson, KS 67502
Re: Revolving Credit Promissory Note (the "Note") dated June 30, 1995, in
the principal amount of $50,000,000.00 issued by Republic Gypsum
Company, a Delaware corporation, n.k.a. Republic Group Incorporated, a
Delaware corporation ("Borrower") and Boatmen's First National Bank of
Kansas City, n.k.a. NationsBank, N.A. ("NationsBank").
Dear Doyle:
This letter agreement is to document the agreement between the Borrower and
Republic Paperboard Company, a Kansas corporation, Republic Paperboard Company
of West Virginia, a West Virginia corporation, Republic Gypsum Company, an
Oklahoma corporation (collectively the "Guarantors") and NationsBank concerning
modifying the maturity of the Note. The Borrower is seeking financing in the
form of an $85,000,000.00 syndicated loan facility and the issuance of
$100,000,000.00 in high yield bonds. This alternate financing, when obtained,
will be used in part to pay off the outstanding balance of the Note.
Based upon the foregoing, the Borrower, NationsBank and the Guarantors agree to
amend the Note and the Revolving And Term Credit Agreement dated June 30, 1995
(the "Credit Agreement") as follows:
Mr. Doyle R. Ramsey
Republic Group Incorporated
May 5, 1998
Page 2
(a) The Credit Agreement is amended such that the "Revolving Credit
Maturity Date" as defined in Section 2.1 shall be the earlier of (i) the closing
of the $85,000,000.00 syndicated loan facility in favor of the Borrower, (ii)
the issuance of the $100,000,000.00 in high yield bonds benefitting the
Borrower, or (iii) June 30, 1999;
(b) The definition of "Maturity", as contained in paragraph 1 of page
3 of the Note, is deleted and the following provision is inserted in lieu
thereof:
(1) "Maturity" means the earlier of (i) closing of the
$85,000,000.00 syndicated loan facility in favor of the Borrower, (ii)
issuance of the $100,000,000.00 in high yield bonds benefitting the
Borrower, (iii) June 30, 1999, or (iv) such earlier date to which the
maturity of the Note shall be accelerated as hereinafter provided.
Nothing in this letter agreement shall be deemed to or shall in any manner
prejudice or impair the Loan Documents held by NationsBank and nothing in this
letter agreement shall be deemed to constitute any alteration, waiver or
variation of any of the terms of such Loan Documents except as expressly set
forth herein. Further, the terms and provisions of the Credit Agreement, the
Note, the Revolving Loan Guaranty and the Loan Documents as amended hereby, are
ratified and confirmed by the Borrower and Guarantors in all respects.
ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM
ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT
ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWERS) AND US (CREDITOR) FROM
MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH
MATTERS ARE CONTAINED IN THIS WRITING WHICH IS THE COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING
TO MODIFY IT.
Mr. Doyle R. Ramsey
Republic Group Incorporated
May 5, 1998
Page 3
On behalf of the Borrower and Guarantors, please indicate your agreement to the
foregoing by executing this letter agreement in the space provided below.
Please sign and return the original of this agreement to my attention. The
Fourth Amendment to the Loan Documents will be effective upon receipt of this
agreement. Thank you for your assistance.
Sincerely,
NATIONSBANK, N.A., successor by merger
to Boatmen's First National Bank Of
Kansas City
By: /s/ KURT A. KNUTSON
-----------------------
Kurt A. Knutson
Vice President
Mr. Doyle R. Ramsey
Republic Group Incorporated
May 5, 1998
Page 4
THE UNDERSIGNED BORROWER AND GUARANTORS HEREBY AGREE TO THE TERMS OF THIS LETTER
AGREEMENT AND HEREBY REPRESENT THAT THE OFFICER EXECUTING THIS LETTER AGREEMENT
ON THEIR BEHALF IS DULY AUTHORIZED TO EXECUTE AND DELIVER THIS AGREEMENT.
ATTEST: REPUBLIC GROUP INCORPORATED
/s/ JANEY L. RIFE By: /s/ DOYLE R. RAMSEY
---------------------------- -------------------------------
Janey L. Rife, Secretary Doyle R. Ramsey
Vice President Finance
(Corporate Seal) Date: May 15, 1998
-----------------------------
ATTTEST: REPUBLIC PAPERBOARD COMPANY
/s/ JANEY L. RIFE By: /s/ DOYLE R. RAMSEY
---------------------------- -------------------------------
Janey L. Rife, Secretary Doyle R. Ramsey
Vice President Finance
(Corporate Seal) Date: May 15, 1998
-----------------------------
ATTEST: REPUBLIC PAPERBOARD COMPANY
OF WEST VIRGINIA
/s/ JANEY L. RIFE By: /s/ DOYLE R. RAMSEY
---------------------------- -------------------------------
Janey L. Rife, Secretary Doyle R. Ramsey
Vice President Finance
(Corporate Seal) Date: May 15, 1998
-----------------------------
ATTEST: REPUBLIC GYPSUM COMPANY
/s/ JANEY L. RIFE By: /s/ DOYLE R. RAMSEY
---------------------------- -------------------------------
Janey L. Rife, Secretary Doyle R. Ramsey
Vice President Finance
(Coproate Seal) Date: May 15, 1998
-----------------------------
FOURTH AMENDMENT TO LOAN DOCUMENTS
THIS FOURTH AMENDMENT TO LOAN DOCUMENTS (this "Agreement") is made as
of the 28th day of April, 1998, by and between REPUBLIC GROUP INCORPORATED, a
Delaware corporation formerly known as Republic Gypsum Company ("Parent"),
REPUBLIC PAPERBOARD COMPANY, a Kansas corporation ("KS. Subsidiary"), REPUBLIC
PAPERBOARD COMPANY OF WEST VIRGINIA, a West Virginia Corporation ("W. VA.
Subsidiary"), REPUBLIC GYPSUM COMPANY, an Oklahoma corporation ("OK
Subsidiary"), (all of the foregoing parties are sometimes collectively referred
to as the "Borrowing Group") and NATIONSBANK, N.A. successor by merger to
BOATMEN'S FIRST NATIONAL BANK OF KANSAS CITY, a national banking association
(the "Bank");
RECITALS
A. Bank has extended credit to Parent ("Revolving Loans") evidence by a
Revolving Credit Promissory Note in the principal amount of Seven Million
Dollars ($7,000,000.00) dated June 30, 1995 (the "Revolving Note").
B. KS, Subsidiary and W. VA. Subsidiary executed and delivered to the
Bank the Revolving Loan Guaranty Agreement dated June 30, 1995 wherein KS.
Subsidiary and W. VA. Subsidiary agreed to unconditionally guarantee to the Bank
repayment of the Revolving Loans.
C. Bank has made a Loan to Parent and W. VA. Subsidiary ("Term Loan")
evidenced by a Term Loan Promissory Note in the principal amount of Twenty-Eight
Million Dollars ($28,000,000.00) dated June 30, 1995 (the "Term Note").
D. KS. Subsidiary executed and delivered to the Bank the Term Loan
Guaranty dated June 30, 1995 wherein KS. Subsidiary agreed to unconditionally
guarantee to the Bank the payment of certain obligations of Parent and W. Va.
Subsidiary, including without limitation, repayment of the Term Loan.
E. As security for the Term Loan, W. VA. Subsidiary granted to the Bank
liens and security interests in certain collateral as set forth in that certain
Security Agreement ("Security Agreement") dated June 30, 1995 and that certain
Deed of Trust dated June 30, 1995 and recorded June 30, 1995 with the Clerk of
the County Commission of Jefferson County, West Virginia in Book 808, at Page
493, as Document No. 4304 (the "Deed of Trust") which encumbers certain property
located in Jefferson County, West Virginia.
F. The credit relationship between the Bank and the Borrowing Group is
controlled and governed by the terms of the Revolving and Term Credit Agreement
dated June 30, 1995, the First Amendment To Loan Documents ("First Amendment")
dated December 1, 1995, the Second Amendment To Loan Documents ("Second
Amendment") dated January 23, 1996 and the Third Amendment to Loan Documents
dated September 5, 1996 (collectively the "Credit Agreement").
G. Pursuant to the First Amendment, OK Subsidiary agreed to
unconditionally guarantee the payment of the Term Loan and the Revolving Loans
and to become a party to the Term Loan Guaranty and the Revolving Loan Guaranty.
H. The Borrowing Group and the Bank enter into this Agreement for the
purpose of (i) amending the maturity of the Revolving Note, (ii) increasing the
principal amount available for borrowing under the Revolving Note and (iii) to
amend the definition of "Applicable Margin" as contained in the Revolving Note.
I. The Bank requires that the Loan Documents be expressly ratified and
confirmed by Borrowing Group.
NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, and the mutual agreements contained herein, the Bank and
Borrowing Group agree as follows:
1. No Events of Default. The Borrowing Group represents and warrants that
all of the representations, warranties and covenants in the Credit Agreement
remain true and correct and that no Event of Default under the Credit Agreement
or any Loan Document currently exists.
2. Amendments to Credit Agreement. The Credit Agreement is amended as
follows:
(a) Subparagraph 2.1 is deleted and the following provision is inserted
in lieu thereof.
2.1 Agreement To Lend. The Bank agrees, on the terms and subject to
the conditions set forth in this Agreement, to make loans (each a
"Revolving Loan") to RGC ("Revolving Loan Borrower"), from time to time
during the period beginning on the Closing Date and ending on June 30, 1999
(the "Revolving Credit Maturity Date") or the date of termination of the
commitments hereunder pursuant to Article 9 upon the occurrence of an Event
of Default, in such amounts as Borrower shall request as provided in
Section 4.1 hereof; provided, however, that the Bank shall have no
obligation to make a requested Revolving Loan if, after the making of such
Revolving Loan, the aggregate unpaid principal balance of all Revolving
Loans made by the Bank to Revolving Loan Borrower hereunder would exceed
the Revolving Credit Commitment or if a Default has occurred and is
continuing. Notwithstanding the foregoing, Revolving Loan Borrower and the
Bank agree that on the first anniversary of the Closing Date, and on each
anniversary of the Closing Date
2
thereafter, the Revolving Credit Maturity Date may be extended for an
additional one-year period as Revolving Loan Borrower and the Bank may
mutually agree, so that at each such anniversary on which the maturity of
the Revolving Loan is extended, the Revolving Credit Maturity Date shall be
the date that is two years after such anniversary.
(b) The reference to "Seven Million Dollars ($7,000,000.00)" in the first
recital on the first page of the Credit Agreement is deleted and "Fifty Million
Dollars ($50,000,000.00)" is inserted in lieu thereof.
(c) The references to "Barry Sullivan" and "(Telecopy No. (816) 691-7426)"
in subparagraph 10.1(c) are deleted and references to "Kurt Knutson" and
"(Telecopy No. (816) 979-7561)", respectively, are inserted in lieu thereof.
(d) The definition of "Revolving Credit Commitment" contained in Exhibit 1
is deleted and the following definition is inserted in lieu thereof:
"Revolving Credit Commitment" shall mean Fifty Million Dollars
($50,000,000.00).
3. Amendments To Revolving Note. The Revolving Note is amended as
follows:
(a) References on the first page to "$7,000,000,00" or "Seven Million
Dollars ($7,000,000.00)" are deleted and references to "$50,000,000.00" and
"Fifty Million Dollars ($50,000,000.00)", respectively, are inserted in lieu
thereof.
(b) The portion of the definition of "Applicable Margin" contained within
(a) (v) is deleted and the following provision is inserted in lieu thereof:
(v) equal to or greater than 5.00 or 1.00, 50 basis points.
(c) The definition of "Maturity" as contained in paragraph 1 on page 3, is
deleted and the following provision is inserted in lieu thereof:
(l) "Maturity" means June 30, 1999.
4. Cross-Referenced Terms. Each reference in the Loan Documents to the
Credit Agreement or the Revolving Note shall henceforth refer to the Credit
Agreement or the Revolving Note as amended hereby.
5. Conditions Precedent. On or prior to the date hereof, the Bank shall
have received the following, each of which shall be in form and substance
satisfactory to the Bank:
3
(a) evidence of the authority of the borrowing group to enter into the
transactions contemplated hereby; and
(b) all other documents, opinions and items as the Bank may request.
6. Ratification; Estoppel. The terms, conditions, covenants and
provisions of the Credit Agreement, the Revolving Note, the Term Loan Guaranty,
the Revolving Loan Guaranty and the Loan Documents, as amended hereby, are
ratified and confirmed by the Borrowing Group in all respects hereof.
7. No Impairment. Nothing in this Agreement shall be deemed to or
shall in any manner prejudice or impair the Loan documents held by the Bank for
the indebtedness evidenced by the Notes arising under the Credit Agreement.
This Agreement shall not be deemed to be nor shall it constitute any alteration,
waiver, annulment,or variation of any of the terms, covenants and provisions of
or any rights, powers or remedies under any Loan Document, except as expressly
set forth herein.
8. Law. This Agreement shall be a contract made under, governed by and
construed in accordance with, the internal laws of the State of Missouri.
9. Survival of Representations. All covenants, representations and
warranties made by Borrowing Group herein and in the Credit Agreement and any
Loan Document shall survive the delivery of this Agreement and the effective
date hereof and shall continue in effect until the Notes are fully repaid and
all obligations thereunder completely performed.
10. Successors. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns;
provided, however, that the Borrowing Group shall not assign this Agreement or
the Credit Agreement or any of their rights or duties hereunder or thereunder,
without the prior written consent of the Bank.
11. Captions. The section headings and captions in this Agreement are
for convenience only and shall not affect the construction thereof.
12. Terms and Definitions. Terms capitalized herein which are not
defined are to be accorded the meaning such terms possess in the Credit
Agreement.
13. Waiver of Claims and Defenses. The Borrowing Group acknowledges, as
of the date hereof, their obligation for full payment of amounts outstanding
under the Notes and hereby waive any and all claims or defenses, known or
unknown, existing as of the date hereof, which would diminish their obligation
of repayment under the
4
Note, the Term Loan Guaranty, or the Revolving Loan Guaranty or which in any
manner arise out of or relate to any Loan Document.
14. NO ORAL CREDIT AGREEMENT. ORAL AGREEMENTS OR COMMITMENTS TO LOAN
MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING
PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU
(BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY
AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH
IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS
WE MAY LATER AGREE IN WRITING TO MODIFY IT.
IN WITNESS WHEREOF, the Borrowing Group and the Bank have executed this
Agreement as of the day and year first above written.
BORROWING GROUP:
ATTEST: REPUBLIC GROUP INCORPORATED
/s/ JANEY L. RIFE By: /s/ DOYLE R. RAMSEY
---------------------------- --------------------------------
Secretary Name: Doyle R. Ramsey
------------------------------
(Corporate Seal) Title: Vice President Finance
-----------------------------
ATTEST: REPUBLIC PAPERBOARD COMPANY
/s/ JANEY L. RIFE By: /s/ DOYLE R. RAMSEY
---------------------------- --------------------------------
Secretary Name: Doyle R. Ramsey
------------------------------
(Corporate Seal) Title: Vice President Finance
-----------------------------
ATTEST: REPUBLIC PAPERBOARD COMPANY
OF WEST VIRGINIA
/s/ JANEY L. RIFE By: /s/ DOYLE R. RAMSEY
---------------------------- --------------------------------
Secretary Name: Doyle R. Ramsey
------------------------------
(Corporate Seal) Title: Vice President Finance
-----------------------------
ATTEST: REPUBLIC GYPSUM COMPANY
/s/ JANEY L. RIFE By: /s/ DOYLE R. RAMSEY
---------------------------- --------------------------------
Secretary Name: Doyle R. Ramsey
------------------------------
(Corporate Seal) Title: Vice President Finance
-----------------------------
5
BANK:
NATIONSBANK, N.A.
SUCCESSOR BY MERGER TO
BOATMEN'S FIRST NATIONAL BANK
OF KANSAS CITY
By: /s/ KURT KNUTSON
----------------------------------
Kurt Knutson
Vice President
STATE OF KANSAS )
) SS.
COUNTY OF RENO )
On this 28th day of April, 1998, before me, personally appeared Doyle
Ramsey, who, being first duly sworn and known by me to be the person who
executed this Fourth Amendment To Loan Documents, did say that he has full power
and authority to execute this instrument in the name of Republic Group
Incorporated and is doing so with the full knowledge and consent of the Board of
Directors of said Corporation and that the execution of said instrument is his
own free act and deed on behalf of said Corporation.
-------------------------------
[SEAL APPEARS CHERRI L. HARMS /s/ CHERRI L. HARMS
HERE] NOTARY PUBLIC --------------------------
STATE OF KANSAS Notary Public
My Appt. Exp. 2-27-99
-------------------------------
My Commission Expires:
February 27, 1999
-----------------
6
STATE OF KANSAS }
} SS.
COUNTY OF RENO }
On this 28th day of April, 1998, before me, personally appeared Doyle
Ramsey, who, being first duly sworn and known by me to be the person who
executed this Fourth Amendment To Loan Documents, did say that he has full power
and authority to execute this instrument in the name of Republic Paperboard
Company and is doing so with the full knowledge and consent of the Board of
Directors of said Corporation and that the execution of said instrument is his
own free act and deed on behalf of said Corporation.
---------------------------
[LOGO] CHERRI L. HARMS /s/ CHERRI L. HARMS
APPEARS NOTARY PUBLIC -------------------
HERE] STATE OF KANSAS Notary Public
My Appt. Expp. 2-27-99
---------------------------
My Commission Expires:
February 27, 1999
-----------------
STATE OF KANSAS }
} SS.
COUNTY OF RENO }
On this 28th day of April, 1998, before me, personally appeared Doyle
Ramsey, who, being first duly sworn and known by me to be the person who
executed this Fourth Amendment To Loan Documents, did say that he has full power
and authority to execute this instrument in the name of Republic Paperboard
Company of West Virginia and is doing so with the full knowledge and consent of
the Board of Directors of said Corporation and that the execution of said
instrument is his own free act and deed on behalf of said Corporation.
---------------------------
[LOGO] CHERRI L. HARMS /s/ CHERRI L. HARMS
APPEARS NOTARY PUBLIC -------------------
HERE] STATE OF KANSAS Notary Public
My Appt. Expp. 2-27-99
---------------------------
My Commission Expires:
February 27, 1999
-----------------
7
STATE OF KANSAS )
) SS.
COUNTY OF RENO )
On this 28th day of April, 1998, before me, personally appeared Doyle
Ramsey, who, being first duly sworn and known by me to be the person who
executed this Fourth Amendment To Loan Documents, did say that he has full power
and authority to execute this instrument in the name of Republic Gypsum Company
and is doing so with the full knowledge and consent of the Board of Directors of
said Corporation and that the execution of said instrument is his own free act
and deed on behalf of said Corporation.
-------------------------------
[SEAL APPEARS CHERRI L. HARMS /s/ CHERRI L. HARMS
HERE] NOTARY PUBLIC --------------------------
STATE OF KANSAS Notary Public
My Appt. Exp. 2-27-99
-------------------------------
My Commission Expires:
February 27, 1999
-----------------
STATE OF MISSOURI )
) SS.
COUNTY OF JACKSON )
On this _____ day of _____, 1998, before me, personally appeared Kurt
Knutson, who, being first duly sworn and known by me to be the person who
executed this Fourth Amendment To Loan Documents, did say that he has full power
and authority to execute this instrument in the name of NationsBank, N.A. and is
doing so as his own free act and deed on behalf of said Bank.
In Witness Whereof, I have hereunto set my hand and affixed my notarial
seal on the day and year last above written.
--------------------------
Notary Public
My Commission Expires:
-----------------
8
Dates Referenced Herein and Documents Incorporated by Reference
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