Republic Group Inc – ‘S-4/A’ on 11/6/98

As of:  Friday, 11/6/98   ·   Accession #:  930661-98-2283   ·   File #:  333-63261

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Amendment No. 4 to Form S-4                            9     63K 
 2: EX-5.(C)    Opinion of Locke Purnell Rain Harrell                  3     12K 

S-4/A   —   Amendment No. 4 to Form S-4
Document Table of Contents

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 6, 1998      

                                                    REGISTRATION NO. 333-63261
------------------------------------------------------------------------------- 
------------------------------------------------------------------------------- 

SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C. 20549  

----------------  

AMENDMENT NO. 4       
TO  
FORM S-4  

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 

----------------  

REPUBLIC GROUP INCORPORATED 
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)  

----------------  

   DELAWARE                          1-7120                 75-1155922
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL  (I.R.S. EMPLOYER  
INCORPORATION OR ORGANIZATION    CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)

811 EAST 30TH AVENUE  
HUTCHINSON, KANSAS 67502  
(316) 727-2700  
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,   
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)   

----------------  
DOYLE R. RAMSEY   
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER  
REPUBLIC GROUP INCORPORATED   
811 EAST 30TH AVENUE  
HUTCHINSON, KANSAS 67502  
(316) 727-2700  
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,   
INCLUDING AREA CODE, OF AGENT FOR SERVICE)  

WITH COPY TO:   
BRYAN E. BISHOP, ESQ.   
LOCKE PURNELL RAIN HARRELL  
(A PROFESSIONAL CORPORATION)  
2200 ROSS AVENUE, SUITE 2200  
DALLAS, TEXAS 75201-6776  

----------------  
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as 
practicable after this Registration Statement is declared effective.            

If the only securities being registered on this form are being offered in   
connection with the formation of a holding company and there is compliance      
with General Instruction G, check the following box. [_]                        

If this Form is filed to register additional securities for an offering pur-
suant to Rule 462(b) under the Securities Act, check the following box and      
list the Securities Act registration statement number of the earlier effective  
registration statement for the same offering. [_]                               

If this Form is a post-effective amendment filed pursuant to Rule 462(d) un-
der the Securities Act, check the following box and list the Securities Act     
registration statement number of the earlier effective registration statement   
for the same offering. [_]                                                      

----------------  

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR    
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT      
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRA-    
TION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION     
8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL   
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SEC-   
TION 8(A), MAY DETERMINE.                                                       

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PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.                             

Section 145 of the General Corporation Law of the State of Delaware empowers a  
corporation to indemnify its directors, officers, employees and agents and to   
purchase insurance, with respect to liability arising out of their capacity or  
status as directors, officers, employees and agents. Section 145 further pro-   
vides that the indemnification provided therein shall not be deemed exclusive   
of any other rights to which the directors, officers, employees and agents of a 
corporation may be entitled under any by-law, agreement, vote of stockholders   
or disinterested directors or otherwise.                                        

Article Tenth of the Company's Amended and Restated Certificate of Incorpora-   
tion provides that the Company shall indemnify any and all of its directors or  
officers or former directors or officers or any person who may have served at   
its request as a director or officer of another corporation in which it owns    
shares of capital stock or of which it is a credit against expenses actually    
and necessarily incurred by them in connection with the defense of any action,  
suit or proceeding in which they, or any of them, are made parties, or a party, 
by reason of being or having been directors of officers or a director or offi-  
cer of the Company, except in relation to matters as to which any such director 
or officer or former director or officer shall be adjudged in such action, suit 
or proceeding to be liable for negligence or misconduct in the performance of   
duty.                                                                           

Article VI of the Company's Amended and Restated Bylaws (the "Bylaws") provides 
for indemnification of the Company's directors, officers, employees and agents  
in certain circumstances and sets forth certain procedures for such indemnifi-  
cation. Article VI of the Company's Bylaws, which are filed as Exhibit 3(b) to  
this Registration Statement, is incorporated herein by reference.               

The Company has a directors and officers insurance policy insuring directors    
and officers and former directors and officers of the Company and its subsidi-  
aries against damages, judgments, settlements and costs that any such persons   
may become legally obligated to pay on account of claims made against them, for 
any error, misstatement or misleading statement, act or omission, or neglect or 
breach of duty committed, attempted or allegedly committed or attempted by such 
persons in the discharge of their duties to the Company in their capacities as  
directors or officers, or any matter claimed against them solely by reason of   
their serving in such capacities.                                               

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.                            

(a) Exhibits: The following documents are filed or incorporated by reference
as exhibits to this Registration Statement as required by Item 601 of Regula-   
tion S-K:                                                                       

                                                                [Download Table]

EXHIBIT NO.                             DESCRIPTION                           
-----------                             -----------                           
                                                                              
** 1        --Purchase Agreement dated July 10, 1998, among the Company, J.P. 
              Morgan Securities, Inc., Dain Rauscher Wessels, a division of   
              Dain Rauscher Incorporated, and A.G. Edwards & Sons, Inc.       
** 3(a)     --Certificate of Incorporation of the Company, as amended         
             (incorporated by reference to Exhibit 3(a) to the Company's      
             Quarterly Report on Form 10-Q for the period ended September 30, 
             1996, SEC File Number 1-7210).                                   
** 3(b)     --Bylaws of the Company, as amended (incorporated by reference to 
             Exhibit 3(b) to the Company's Quarterly Report on Form 10-Q for  
             the period ended September 30, 1996, SEC file Number 1-7210).    
** 4(a)     --Revolving and Term Credit Agreement (with related Promissory    
             Notes, Security Agreement, Mortgage, Deed of Trust and Guaranties
             attached as Exhibits thereto) dated as of June 30, 1995, among   
             Republic Gypsum Company, Republic Paperboard Company, Republic   
             Paperboard Company of West Virginia and Boatmen's First National 
             Bank of Kansas City (incorporated by reference to Exhibit 4(i) of
             the Company's Current Report on Form 8-K filed July 17, 1995, SEC
             File Number 1-7210).                                             
** 4(b)     --Amendments One, Two and Three to Revolving and Term Credit      
             Agreement, in reference to the Company's name change from        
             Republic Gypsum Company to Republic Group Incorporated and to    
             extend the revolving credit facility one year (incorporated by   
             reference to Exhibit 4(b) to the Company's Annual Report on Form 
             10-K for the year ended June 30, 1996, SEC File Number 1-7210).  
** 4(c)     --Fourth Amendment to Loan Documents, dated as of April 28, 1998, 
             in reference to increasing the Revolving Credit Promissory Note  
             principal amount to $50,000,000 and to extend the revolving      
             credit facility one year.                                        

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EXHIBIT NO.                             DESCRIPTION                           
-----------                             -----------                           
                                                                              
** 4(d)     --Credit Agreement (with related forms of Note, Pledge Agreement, 
             Security Agreement, Mortgage, and Subsidiary Guarantee attached  
             as Exhibits thereto) dated as of July 15, 1998, among the        
             Company, Morgan Guaranty Trust Company of New York, as           
             Syndication Agent, NationsBank, N.A., as Administrative Agent,   
             and the Banks and LC Issuing Banks, as defined therein           
             (incorporated by reference to Exhibit 99(a) to the Company's     
             Current Report on Form 8-K filed September 11, 1998, SEC file    
             Number 1-7210).                                                  
** 4(e)     --Indenture dated as of July 15, 1998 between the Company and UMB 
             Bank, N.A., as Trustee, relating to the Company's 9 1/2% Senior  
             Subordinated Notes due 2008 (incorporated by reference to Exhibit
             99(b) to the Company's Current Report on Form 8-K dated September
             11, 1998, SEC File Number 1-7210).                               
** 4(f)     --Registration Rights Agreement dated July 15, 1998, among the    
             Company, J.P. Morgan Securities, Inc., Dain Rauscher Wessels, a  
             division of Dain Rauscher Incorporated, and A.G. Edwards & Sons, 
             Inc.                                                             
  ** 5      --Opinion of Locke Purnell Rain Harrell (A Professional           
             Corporation) regarding validity and enforceability of the New    
             Notes.                                                           
** 5(b)     --Opinion of Locke Purnell Rain Harrell (A Professional           
             Corporation) regarding validity and enforceability of the New    
             Notes.                                                           
 * 5(c)     --Opinion of Locke Purnell Rain Harrell (A Professional           
             Corporation) regarding the validity and enforceability of the New
             Notes.                                                           
**10(a)     --The 1989 Long-Term Incentive Plan (As Restated and Amended      
             Effective August 16, 1996) (incorporated by reference to Exhibit 
             10(a) to the Company's Quarterly Report on Form 10-Q for the     
             period ended September 30, 1996, SEC File Number 1-7210).        
**10(b)     --Non-Employee Director Stock Option Plan (As Amended Effective   
             August 16, 1996) (incorporated by reference to Exhibit 10(b) to  
             the Company's Quarterly Report on Form 10-Q for the period ended 
             September 30, 1996, SEC File Number 1-7210).                     
**10(c)     --Non-Employee Directors' Retirement Compensation Arrangement     
             (incorporated by reference to the description set forth under the
             caption "Executive Compensation--Director Retirement Compensation
             Arrangement" in the Company's Proxy Statement for the Annual     
             Meeting of Stockholders held October 26, 1989, SEC File Number 1-
             7210).                                                           
**10(d)     --Tenancy in Common Agreement dated December 29, 1983, between    
             Packaging Corporation of America and Republic Paperboard Company 
             (incorporated by reference to Exhibit 10(d) to the Company's     
             Annual Report on Form 10-K for the year ended June 30, 1994, SEC 
             File Number 1-7210).                                             
**10(e)     --Shared Facilities and Shared Service Agreement dated December   
             28, 1983, between Packaging Corporation of America and Republic  
             Paperboard Company (incorporated by reference to Exhibit 10(e)   
             to the Company's Annual Report on Form 10-K for the year ended   
             June 30, 1994, SEC File Number 1-7210).                          
**10(f)     --Key Employee Continuation Plan (incorporated by reference to    
             Exhibit 10(i) to the Company's Annual Report on Form 10-K for the
             year ended June 30, 1992, SEC File Number 1-7210).               
**10(g)     --Paperboard Supply Agreement, dated May 14, 1998, between the    
             Company, Republic Paperboard Company and James Hardie Gypsum,    
             Inc. (incorporated by reference to Exhibit 99(c) to the Company's
             Current Report on Form 8-K, dated September 11, 1998, SEC File   
             Number 1-7210). Portions of this Exhibit were omitted pursuant to
             a request for confidential treatment filed with the Office of the
             Secretary of the SEC.                                            
**10(h)     --Amended and Restated Agreement for Engineering, Procurement and 
             Construction dated as of June 26, 1988 between Republic          
             Paperboard Company and Fluor Daniel, Inc. relating to the Lawton 
             Mill (incorporated by reference to Exhibit 99(d) to the Company's
             Current Report on Form 8-K, dated September 11, 1998, SEC File   
             Number 1-7210). Portions of this Exhibit were omitted pursuant to
             a request for confidential treatment filed with the Office of the
             Secretary of the SEC.                                            
**10(i)     --Amended and Restated Parent Company Guarantee effective as of   
             June 26, 1998 from the Company to Fluor Daniel, Inc. relating to 
             the Lawton Mill (incorporated by reference to Exhibit 99(e) to   
             the Company's Current Report on Form 8-K, dated September 11,    
             1998, SEC File Number 1-7210).                                   
**12        --Statement re Computation of Ratios.                             
**12(b)     --Statement re Computation of Ratios (Period ended June 30, 1998).
**21        --Significant Subsidiaries of the Registrant.                     

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EXHIBIT NO.                       DESCRIPTION                      
-----------                       -----------                      
                                                                   
**23(a)     --Consent of Arthur Andersen, LLP.                     
**23(b)     --Consent of Locke Purnell Rain Harrell (A Professional
             Corporation)(included in Exhibit 5).                  
**23(c)     --Consent of Arthur Andersen, LLP.                     
**23(d)     --Consent of Arthur Andersen, LLP.                     
**23(e)     --Consent of Arthur Andersen, LLP.                     
**23(f)     --Consent of Locke Purnell Rain Harrell (A Professional
             Corporation) (included in Exhibit 5(b)).              
 *23(g)     --Consent of Locke Purnell Rain Harrell (A Professional
             Corporation) (included in Exhibit 5(c)).              
**24        --Power of Attorney (included on signature page of this
             Registration Statement).                              
**25        --Statement of Eligibility of Trustee.                 
**27        --Financial Data Schedule.                             
**27(b)     --Financial Data Schedule (Period ended June 30, 1998).
**99(a)     --Form of Letter of Transmittal.                       
**99(b)     --Form of Notice of Guaranteed Delivery.               
**99(c)     --Form of Letter of Transmittal (revised).             
**99(d)     --Form of Notice of Guaranteed Delivery (revised).     
**99(e)     --Form of Letter of Transmittal (revised).             
**99(f)     --Form of Guaranteed Delivery (revised).               

* Filed herewith.                                                               
**Previously filed.                                                             

(b) Financial Statement Schedules:                                          

Schedule II--Valuation and Qualifying Accounts and Reserves (incorporated by
reference to the same Schedule included in Registrant's Annual Report on Form   
10-K for the year ended June 30, 1998, SEC File Number 1-7210)                  

(c) Reports, Opinions and Appraisals:                                       

None.                                                                       

ITEM 22. UNDERTAKINGS.                                                          

(a) The undersigned Registrant hereby undertakes:                           

 (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:                    

 (i) To include any prospectus required by Section 10(a)(3) of the Se-
curities Act of 1933;                                                   

(ii) To reflect in the prospectus any facts or events arising after 
the effective date of the registration statement (or the most recent    
post-effective amendment thereof) which, individually or in the aggre-  
gate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or  
decrease in volume of securities offered (if the total dollar value of  
securities offered would not exceed that which was registered) and any  
deviation from the low or high and of the estimated maximum offering    
range may be reflected in the form of prospectus filed with the SEC pur-
suant to Rule 424(b) if, in the aggregate, the changes in volume and    
price represent no more than 20 percent change in the maximum aggregate 
offering price set forth in the "Calculation of Registration Fee" table 
in the effective registration statement; and                            

 (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or  
any material change to such information in the Registration Statement.  

(2) That, for the purpose of determining any liability under the Securi-
ties Act of 1933, each such post-effective amendment shall be deemed to be  
a new registration statement relating to the securities offered therein,    
and the offering of such securities at that time shall be deemed to be the  
initial bona fide offering thereof.                                         

(3) To remove from registration by means of a post-effective amendment  
any of the securities being registered which remain unsold at the termina-  
tion of the offering.                                                       

 (b) The undersigned Registrant hereby undertakes that, for purposes of deter-
mining any liability under the Securities Act of 1933, each filing of the Reg-  
istrant's annual report pursuant to Section 13(a) or Section 15(d) of the Ex-   
change Act                                                                      

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that is incorporated by reference in the Registration Statement shall be deemed 
to be a new registration statement relating to the securities offered therein,  
and the offering of such securities at that time shall be deemed to be the ini- 
tial bona fide offering thereof.                                                

(c) The undersigned Registrant hereby undertakes as follows: that prior to  
any public reoffering of the securities registered hereunder through use of a   
prospectus which is a part of this Registration Statement, by any person or     
party who is deemed to be an underwriter within the meaning of Rule 145(c), the 
issuer undertakes that such reoffering prospectus will contain the information  
called for by the applicable registration form with respect to reofferings by   
persons who may be deemed underwriters, in addition to the information called   
for by the other items of the applicable form.                                  

 (d) The Registrant undertakes that every prospectus: (i) that is filed pursu-
ant to paragraph (c) immediately preceding or (ii) that purports to meet the    
requirements of Section 10(a)(3) of the Securities Act and is used in connec-   
tion with an offering of securities subject to Rule 415, will be filed as a     
part of an amendment to the Registration Statement and will not be used until   
such amendment is effective, and that, for purpose of determining any liability 
under the Securities Act of 1933, each such post-effective amendment shall be   
deemed to be a new registration statement relating to the securities offered    
therein, and the offering of such securities at that time shall be deemed to be 
the initial bona fide offering thereof.                                         

(e) Insofar as indemnification for liabilities arising under the Securities 
Act may be permitted to directors, officers and controlling persons of the Reg- 
istrant pursuant to the provisions described in Item 20 hereof, or otherwise,   
the Registrant has been advised that in the opinion of the SEC such indemnifi-  
cation is against public policy as expressed in the Securities Act and is,      
therefore, unenforceable. In the event that a claim for indemnification against 
such liabilities (other than the payment by the Registrant of expenses incurred 
or paid by a director, officer or controlling person of the Registrant in the   
successful defense of any action, suit or proceeding) is asserted by such di-   
rector, officer or controlling person in connection with the securities being   
registered, the Registrant will, unless, in the opinion of its counsel, the     
matter has been settled by controlling precedent, submit to a court of appro-   
priate jurisdiction the question whether such indemnification by it is against  
public policy as expressed in the Securities Act of 1933 and will be governed   
by the final adjudication of such issue.                                        

(f) The undersigned Registrant hereby undertakes to respond to request for  
information that is incorporated by reference into the prospectus pursuant to   
Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of    
such request, and to send the incorporated documents by first class mail or     
other equally prompt means. This includes information contained in documents    
filed subsequent to the effective date of the Registration Statement through    
the date of responding to the request.                                          

(g) The undersigned Registrant hereby undertakes to supply by means of a    
post-effective amendment all information concerning a transaction, and the com- 
pany being acquired involved therein, that was not the subject of and included  
in the Registration Statement when it became effective.                         

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SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, RE- 
PUBLIC GROUP INCORPORATED HAS DULY CAUSED THIS AMENDMENT TO REGISTRATION STATE- 
MENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED,  
ON NOVEMBER 6, 1998.                                                            
                         Republic Group Incorporated

                                    /s/ Phil Simpson
                                      By: ____________________________________
                                  PHIL SIMPSON CHAIRMAN OF THE
                                  BOARD, PRESIDENT AND CHIEF
                                 EXECUTIVE OFFICER

 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT TO
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACI-  
TIES AND ON THE DATES INDICATED.                                                

SIGNATURE                      TITLE              DATE

/s/ Phil Simpson            Chairman of the                   
-----------------------------------   Board, President      November 6,         
PHIL SIMPSON               and Chief              1998    
             Executive Officer
        and Director
      (principal
     executive
    officer)

*                   Executive Vice            
-----------------------------------   President and         November 6,         
DOYLE R. RAMSEY             Chief Financial        1998     
   Officer
      (principal
     financial
    officer)

*                   Vice President and        
-----------------------------------   Principal             November 6,         
MICHAEL W. DIRKS             Accounting             1998      
   Officer
      (principal
      accounting
    officer)

*                   Director                  
-----------------------------------                         November 6,         
TALBOT RAIN                                      1998   

*                   Director                  
-----------------------------------                         November 6,         
GERALD L. RAY                                     1998    

*                   Director                  
-----------------------------------                         November 6,         
ROBERT F. SEXTON                                    1998      

*                   Director                  
-----------------------------------                         November 6,         
BERT A. NELSON                                     1998     

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SIGNATURE                      TITLE              DATE

*                   Director                  
-----------------------------------                         November 6,         
L.L. WALLACE                                      1998    

*                   Director                  
-----------------------------------                         November 6,         
DAVID B. YARBROUGH                                   1998       

*                   Director                  
-----------------------------------                         November 6,         
C. WILLIAM CLAYPOOL                                  1998       

/s/ Phil Simpson                                              
*By: ______________________________                                             
PHIL SIMPSON                                              
ATTORNEY-IN-FACT                                              

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INDEX TO EXHIBITS 

                                                                [Download Table]

EXHIBIT NO.                             DESCRIPTION                           
-----------                             -----------                           
                                                                              
**1         Purchase Agreement dated July 10, 1998, among the Company, J.P.   
            Morgan Securities, Inc., Dain Rauscher Wessels, a division of Dain
            Rauscher Incorporated, and A.G. Edwards & Sons, Inc.              
**3(a)      Certificate of Incorporation of the Company, as amended           
            (incorporated by reference to Exhibit 3(a) to the Company's       
            Quarterly Report on Form 10-Q for the period year ended September 
            30, 1996. SEC File Number 1-7210).                                
**3(b)      Bylaws of the Company, as amended (incorporated by reference to   
            Exhibit 3(b) to the Company's Quarterly Report on Form 10-Q for   
            the period ended September 30, 1996, SEC file Number 1-7210).     
**4(a)      Revolving and Term Credit Agreement (with related Promissory      
            Notes, Security Agreement, Mortgage, Deed of Trust and Guaranties 
            attached as Exhibits hereto) dated as of June 30, 1995, among     
            Republic Gypsum Company, Republic Paperboard Company, and Republic
            Paperboard Company of West Virginia and Boatmen's First National  
            Bank of Kansas City (incorporated by reference to Exhibit 4(i) of 
            the Company's Current Report on Form 8-K filed July 17, 1995, SEC 
            File Number 1-7210).                                              
**4(b)      Amendments One, Two and Three to Revolving and Term Credit        
            Agreement, in reference to the Company's name change from Republic
            Gypsum Company to Republic Group Incorporated and to extend the   
            Revolving Credit Agreement one year (incorporated by reference to 
            Exhibit 4(b) to the Company's Annual Report on Form 10-K for the  
            year ended June 30, 1996, SEC File Number 1-7210).                
**4(c)      Fourth Amendment to Loan Documents, dated as of April 28, 1998, in
            reference to increasing the Revolving Credit Promissory Note      
            principal amount to $50,000,000 and to extend the revolving credit
            facility one year.                                                
**4(d)      Credit Agreement (with related forms of Note, Pledge Agreement,   
            Security Agreement, Mortgage, and Subsidiary Guarantee attached as
            Exhibits thereto) dated as of July 15, 1998, among the Company,   
            Morgan Guaranty Trust Company of New York, as Syndication Agent,  
            NationsBank, N.A., as Administrative Agent, and the Banks and LC  
            Issuing Banks, as defined therein (incorporated by reference to   
            Exhibit 99(a) to the Company's Current Report on Form 8-K filed   
            September 11, 1998, SEC file Number 1-7210).                      
**4(e)      Indenture dated as of July 15, 1998 between the Company and UMB   
            Bank, N.A., as Trustee, relating to the Company's 9 1/2% Senior   
            Subordinated Notes due 2008 (incorporated by reference to Exhibit 
            99(b) to the Company's Current Report on Form 8-K dated September 
            11, 1998, SEC File Number 1-7210).                                
**4(f)      Registration Rights Agreement dated July 15, 1998, among the      
            Company, J.P. Morgan Securities, Inc., Dain Rauscher Wessels, a   
            division of Dain Rauscher Incorporated, and A.G. Edwards & Sons,  
            Inc.                                                              
**5         Opinion of Locke Purnell Rain Harrell (A Professional Corporation)
            regarding validity and enforceability of the New Notes.           
**5(b)      Opinion of Locke Purnell Rain Harrell (A Professional Corporation)
            regarding validity and enforceability of the New Notes.           
 *5(c)      Opinion of Locke Purnell Rain Harrell (A Professional Corporation)
            regarding the validity and enforceability of the New Notes.       
**10(a)     1989 Long-Term Incentive Plan (As Restated and Amended Effective  
            August 16, 1996) (incorporated by reference to Exhibit 10(a) to   
            the Company's Quarterly Report on Form 10-Q for the period ended  
            September 30, 1996, SEC File Number 1-7210).                      
**10(b)     Non-Employee Director Stock Option Plan (As Amended Effective     
            August 16, 1996) (incorporated by reference to Exhibit 10(b) to   
            the Company's Quarterly Report on Form 10-Q for the period ended  
            September 30, 1996, SEC File Number 1-7210).                      
**10(c)     Non-Employee Directors' Retirement Compensation Arrangement       
            (incorporated by reference to the description set forth under the 
            caption "Executive Compensation--Director Retirement Compensation 
            Arrangement" in the Company's Proxy Statement for the Annual      
            Meeting of Stockholders held October 26, 1989, SEC File Number 1- 
            7210).                                                            
**10(d)     Tenancy in Common Agreement dated December 29, 1983, between      
            Packaging Corporation of America and Republic Paperboard Company  
            (incorporated by reference to Exhibit 10(d) to the Company's      
            Annual Report on Form 10-K for the year ended June 30, 1994, SEC  
            File Number 1-7210).                                              
**10(e)     Shared Facilities and Shared Service Agreement dated December 28, 
            1983, between Packaging Corporation of America and Republic       
            Paperboard Company (incorporated by reference to Exhibit 10(e) to 
            the Company's Annual Report on Form 10-K for the year ended June  
            30, 1994, SEC File Number 1-7210).                                
**10(f)     Key Employee Continuation Plan (incorporated by reference to      
            Exhibit 10(i) to the Company's Annual Report on Form 10-K for the 
            year ended June 30, 1992, SEC File Number 1-7210).                

II-7

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EXHIBIT NO.                             DESCRIPTION                           
-----------                             -----------                           
                                                                              
**10(g)     Paperboard Supply Agreement, dated May 14, 1998, between the      
            Company, Republic Paperboard Company and James Hardie Gypsum, Inc.
            (incorporated by reference to Exhibit 99(c) to the Company's      
            Current Report on Form 8-K, dated September 11, 1998, SEC File    
            Number 1-7210). Portions of this Exhibit were omitted pursuant to 
            a request for confidential treatment filed with the Office of the 
            Secretary of the SEC.                                             
**10(h)     Amended and Restated Agreement for Engineering, Procurement and   
            Construction dated as of June 26, 1988 between Republic Paperboard
            Company and Fluor Daniel, Inc. relating to the Lawton Mill        
            (incorporated by reference to Exhibit 99(d) to the Company's      
            Current Report on Form 8-K, dated September 11, 1998, SEC File    
            Number 1-7210). Portions of this Exhibit were omitted pursuant to 
            a request for confidential treatment filed with the Office of the 
            Secretary of the SEC.                                             
**10(i)     Amended and Restated Parent Company Guarantee effective as of June
            26, 1998 from the Company to Fluor Daniel, Inc. relating to the   
            Lawton Mill (incorporated by reference to Exhibit 99(e) to the    
            Company's Current Report on Form 8-K, dated September 11, 1998,   
            SEC File Number 1-7210).                                          
**12        Statement re Computation of Ratios.                               
**12(b)     Statement re Computation of Ratios (Period ended June 30, 1998).  
**21        Significant Subsidiaries of the Registrant.                       
**23(a)     Consent of Arthur Andersen, LLP.                                  
**23(b)     Consent of Locke Purnell Rain Harrell (A Professional Corporation)
            (included in Exhibit 5).                                          
**23(c)     Consent of Arthur Andersen, LLP.                                  
**23(d)     Consent of Arthur Andersen, LLP.                                  
**23(e)     Consent of Arthur Andersen, LLP.                                  
**23(f)     Consent of Locke Purnell Rain Harrell (A Professional Corporation)
             (included in Exhibit 5(b)).                                      
 *23(g)     Consent of Locke Purnell Rain Harrell (A Professional Corporation)
             (included in Exhibit 5(c)).                                      
**24        Power of Attorney (included on signature page of this Registration
            Statement).                                                       
**25        Statement of Eligibility of Trustee.                              
**27        Financial Data Schedule.                                          
**27(b)     Financial Data Schedule (Period ended June 30, 1998).             
**99(a)     Form of Letter of Transmittal.                                    
**99(b)     Form of Notice of Guaranteed Delivery.                            
**99(c)     Form of Letter of Transmittal (revised).                          
**99(d)     Form of Notice of Guaranteed Delivery (revised).                  
**99(e)     Form of Letter of Transmittal (revised).                          
**99(f)     Form of Guaranteed Delivery (revised).                            

*Filed herewith.                                                              
**Previously filed.                                                             

II-8

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-4/A’ Filing		Date		First		Last			Other Filings
Filed on:		11/6/98		1		6
		9/11/98		3		9			8-K,  S-4
		7/15/98		3		8			8-K
		7/10/98		2		8
		6/30/98		3		9			10-K405
		6/26/98		3		9			8-K
		5/14/98		3		9			8-K
		4/28/98		2		8
		9/30/96		2		8			10-Q
		8/16/96		3		8
		6/30/96		2		8			10-K
		7/17/95		2		8			8-K
		6/30/95		2		8			10-K,  8-K
		6/30/94		3		8
		6/30/92		3		8
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