-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kc5gWcEkMuefkmJb2Kj2GxtJPA2Uw2PCPkgAknniHDCIH/ZEF1DjahcILAM5TGBF B1bj4hRfiIdLWAVpG9wHTA== 0000950170-99-000694.txt : 19990430 0000950170-99-000694.hdr.sgml : 19990430 ACCESSION NUMBER: 0000950170-99-000694 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REPUBLIC BANKING CORP OF FLORIDA CENTRAL INDEX KEY: 0000702592 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 591318959 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-23643 FILM NUMBER: 99604351 BUSINESS ADDRESS: STREET 1: 2800 PONCE DO LEON BOULEVARD CITY: CORAL GABLES STATE: FL ZIP: 33134 BUSINESS PHONE: 3057745197 MAIL ADDRESS: STREET 1: 2800 PONCE DO LEON BOULEVARD STREET 2: SAME AS ABOVE CITY: CORAL GABLES STATE: FL ZIP: 33134 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO _____________ COMMISSION FILE NUMBER: 0-23643 REPUBLIC BANKING CORPORATION OF FLORIDA (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) FLORIDA 59-1318959 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 2800 PONCE DE LEON BLVD. CORAL GABLES, FLORIDA 33134 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER: (305) 774-5197 SECURITIES REGISTERED UNDER SECTION 12(B) OF THE ACT: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED NONE NONE SECURITIES REGISTERED UNDER SECTION 12(G) OF THE ACT: COMMON STOCK, PAR VALUE $0.01 (TITLE OF CLASS) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. The aggregate market value of the registrant's voting stock held by non-affiliates of the registrant on March 19, 1999, was approximately $114 million based on a closing price of $18.50 for the Common Stock as reported on the Nasdaq National Market System on such date. For purposes of the foregoing computation, all executive officers, directors and 5% beneficial owners of the registrant are deemed to be affiliates. As of March 19, 1999, the registrant had outstanding 21,230,892 shares of Common Stock, par value $0.01. DOCUMENTS INCORPORATED BY REFERENCE The information on pages 5 through 48 of the Company's 1998 Annual Report to Shareholders is attached to the Form 10-K as Exhibit 13.1 and incorporated by reference into Part II, Items 5, 6, 7, 7A and 8 of the Form 10-K. - ------------------------------------------------------------------------------- Items 10, 11, 12, 13 and 14 of the Registrant's Form 10-K for the year ended December 31, 1998 are hereby amended in their entirety as follows. ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT - ----------------------------------------------------------- BOARD OF DIRECTORS Republic's board currently consists of nine directors. Set forth below is certain information with respect to each of Republic's directors. Except for Estefano Isaias and William Isaias, all directors serve also as directors of Republic National Bank of Miami (the "Bank"). CLASS II DIRECTORS- TERMS EXPIRING IN 1999 JOSE P. BARED (age 57) has been a director of Republic since 1997. Since August 1992, Mr. Bared has been the Chief Executive Officer of Farm Stores. From 1977 to 1992, he was Chief Executive Officer and President of Bared & Co., Inc., an electrical and mechanical engineering contracting firm. Mr. Bared previously served several one year terms as a director of Republic, as Republic had historically rotated two director positions among directors of the Bank, and has served as a director of the Bank since 1972. ESTEFANO ISAIAS (age 50) has been a director of Republic since 1982. He has served as President of Seguros Rocafuerte, an Ecuadorian insurance corporation, since September 1985, as President of Emilio Isaias C.A. de Comercio, an Ecuadorian corporation, since January 1980, as President of Compania Minera Gribipe, an Ecuadorian mining corporation, since June 1994 and as President of General Fruit, S.A., a corporation engaged in the fruit exporting business, since March 1995. Mr. Isaias served as a director of Filanbanco, S.A., a major Ecuadorian bank, from June 1980 to December 4, 1998, when an agency of the Republic of Ecuador, which agency guarantees bank deposits, took over control of Filanbanco. Mr. Isaias is the brother of directors William and Roberto Isaias. MILTON H. LEHR (age 80) has been a director of Republic since 1997. He has been the owner of the American Travel Club of Miami, a corporation specializing in the organization of travel tours, since December 1978 and has been the co-publisher of "In Spain" magazine since July 1979. From November 1959 until February 1993, Mr. Lehr served as President of International Video Affiliates, a corporation specializing in the sale of television films. He has previously served several one-year terms as a director of Republic, as Republic, until 1998, historically rotated two director positions among directors of the Bank. Mr. Lehr has served as a director of the Bank since 1976. Mr. Bared has indicated that he does not intend to stand for re-election in 1999. CLASS I DIRECTORS--TERMS EXPIRING IN 2001 JOHN H. BLAKE (age 53) has been a director of Republic since 1997. He has been the President of A.I. Risk Specialists, Inc., an insurance agency, since January 1995. From June 1994 to December 1994, he was General Manager of Northwest Brokers, a reinsurance broker doing business in Latin America. From November 1992 to June 1994, Mr. Blake worked as a consultant to banks and insurance companies. Mr. Blake has previously served several one year terms as a director of Republic, as Republic, until 1998, historically rotated two director positions among the directors of the Bank. Mr. Blake has served as a director of the Bank since 1986. WILLIAM ISAIAS (age 55) has been a director of Republic since 1987. Since December 1998, his principal occupation is his position as President of Indulana, S.A., a textile manufacturing corporation in Ecuador, which he has served as director since 1984. He served as Executive Vice-President of Filanbanco, S.A., a major Ecuadorian bank from 1988 to December 4, 1998, when an agency of the Republic of Ecuador, which agency guarantees bank deposits, took over control of Filanbanco, S.A. He was General Manager of the Quito, Ecuador branch office of Filanbanco, S.A. from 1984 to 1988. Mr. Isaias is the brother of directors Roberto and Estefano Isaias. FERNANDO TAMAYO (age 49) has been a director of Republic since 1997. Since May 1986, he has been President of Southern Industrial Sales Corp., a corporation engaged in export of sugar mill equipment to Latin America. Mr. Tamayo has previously served a one year term as a director of Republic, as Republic, until 1998, historically rotated two director positions among the directors of the Bank. Mr. Tamayo has served as a director of the Bank since 1995. CLASS III DIRECTORS--TERMS EXPIRING IN 2000 BERNARDO M. ARGUDIN (age 47) has been a director of Republic since 1997 and Vice President and Chief Financial Officer of Republic since April 1992. Mr. Argudin has served as a director of the Bank since April 1997. He has served as Executive Vice President of the Bank since March 1994, and as Chief Financial Officer of the Bank since March 1992. From May 1988 to March 1992, Mr. Argudin served as Comptroller of the Bank. He was first employed by the Bank in February 1986 as a Loan Review Officer, and served in that capacity until May 1988. From May 1982 to June 1985, Mr. Argudin served as Comptroller of FGS, Inc., a bank holding corporation located in Inverness, Florida. Mr. Argudin worked as a national bank examiner with the Office of the Comptroller of the Currency from June 1973 to May 1982. OSCAR BUSTILLO, JR. (age 55) has been a director of Republic since 1989 and President and Chief Executive Officer of Republic since April 1994. Since March 1989, he has served as an officer of Republic. Mr. Bustillo has served as President of the Bank since February 1989, as Chief Executive Officer of the Bank since May 1993, as Chairman of the Board of Directors of the Bank since April 1995 and as a director since February 1989. From April 1985 to February 1989, Mr. Bustillo served as Senior Vice President of the Bank and headed its International Division. From May 1980 to May 1985, Mr. Bustillo served as Vice President of the Bank of New England. During the period from January 1975 to May 1980, Mr. Bustillo served as Assistant Vice President in the Latin American Division of Irving Trust International. ROBERTO ISAIAS (age 54) has been a director of Republic since 1970 and Chairman of the Board of Directors since May 1982. Mr. Isaias has served as a director of the Bank since October 1984 and as Chairman of the Executive Committee of the Bank since March 1985. Since December 1988, Mr. Isaias' principal occupation has been his position as Chairman of the Board of Directors of TeleCentro, an television broadcasting network in Ecuador. From 1985 to December 4, 1998, when an agency of the Republic of Ecuador, which agency guarantees bank deposits, took over control of Filanbanco, S.A., Mr. Isaias served as President of Filanbanco, S.A., a major Ecuadorian bank. From 1971 to 1985, Mr. Isaias was employed in various capacities at Filanbanco, S.A. Mr. Isaias is the brother of directors William and Estefano Isaias. EXECUTIVE OFFICERS Set forth below is certain information regarding executive officers of Republic or the Bank. ROBERTO ISAIAS (age 54) is the Chairman of the Board of Republic and Chairman of the executive committee and director of the Bank. See "Class III Directors" for additional information. OSCAR BUSTILLO, JR. (age 55) is President, Chief Executive Officer and director of Republic and Chairman of the Board, Chief Executive Officer and President of the Bank. See "Class III Directors" for additional information. FERNANDO J. MARTINEZ (age 58) is Executive Vice President--Real Estate Lending of the Bank. Mr. Martinez has served as Executive Vice President--Real Estate Lending of the Bank since June 1997. During the period from August 1985 through June 1997, Mr. Martinez served as Senior Vice President of the Bank and headed Commercial Real Estate Lending. Prior to joining the Bank, Mr. Martinez served as Senior Vice President of Consolidated Bank, NA from January 1979 to July 1985. BERNARDO M. ARGUDIN (age 47) is Vice President, Chief Financial Officer and director of Republic and Executive Vice President, Chief Financial Officer and director of the Bank. See "Class III Directors" for additional information. FELIX M. GARCIA (age 49) is Executive Vice President, Chief Credit Officer and director of the Bank. Mr. Garcia has served as an Executive Vice President and as Head of the Credit Division of the Bank since January 1988, and as Chief Credit Officer of the Bank since October 1992. He has served as a director of the Bank since April 1997. From May 1986 to the present, Mr. Garcia has headed the Bank's Credit Division. From April 1985 to May 1986 he served as Loan Review Officer and as Senior Vice President for the Bank. Prior to joining the Bank, Mr. Garcia served as an OCC field office manager from May 1982 to April 1985, and as an OCC national bank examiner from December 1972 to May 1982. EDWARD F. HOLDEN (age 46) is Executive Vice President--Corporate Banking of the Bank. Mr. Holden has served as Executive Vice President--Corporate Banking of the Bank since June 1997. From March 1992 until June 1997, Mr. Holden served as Senior Vice President of the Bank and headed Corporate Lending. Prior to joining the Bank, Mr. Holden served as a Vice President of Southeast Bank, N.A. from January 1987 to April 1991. Before that, Mr. Holden served as a Vice President of Irving Business Center from February 1985 to January 1987. From April 1979 to February 1985, Mr. Holden held a variety of positions with Irving Trust International Bank, including that of Vice President. Mr. Holden held a variety of positions with Southeast Bank, N.A. from January 1976 to July 1979. RAFAEL QUINTANA (age 58) is Executive Vice President--Retail Banking of the Bank. Mr. Quintana has served as Executive Vice President--Retail Banking of the Bank since March 1994, and has headed the Bank's Retail Banking Division since March 1992. Mr. Quintana joined the Bank as Senior Vice President in January 1990, and headed the Bank's Marketing Department until March 1992. From March 1975 to August 1989, Mr. Quintana held various positions with Amerifirst Savings, including that of Vice President. Mr. Quintana served as President of Union Federal Savings and Loan Association from May 1974 to May 1975. Mr. Quintana served as Vice President--Retail Banking of Amerifirst Savings from March 1969 to March 1973. ORLANDO A. QUINTERO (age 64) is Executive Vice President--Operations of the Bank. Mr. Quintero has served as Executive Vice President--Operations of the Bank since January 1986. During the period from August 1972 through the present, Mr. Quintero has held various positions in the Bank's Operations Department. From January 1952 to December 1965, Mr. Quintero worked in various capacities in banking operations in Cuba. ITEM 11. EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The following table sets forth certain summary information concerning compensation paid or accrued during the years ended December 31, 1997 and 1998 to or on behalf of (i) the Chief Executive Officer of Republic (the "CEO") and (ii) each of the four most highly paid executive officers of Republic or of the Bank other than the CEO (the CEO and such executive officers are herein referred to as the "Named Officers"). The Named Officers are all employees of the Bank and their compensation is paid solely by the Bank.
ANNUAL COMPENSATION LONG TERM COMPENSATION ------------------- ---------------------- COMPENSATION ------------- AWARDS ------ SECURITIES OTHER ANNUAL UNDERLYING ALL OTHER NAME AND PRINCIPAL POSITION YEAR SALARY $ $ BONUS (1)(2) COMPENSATION $ OPTIONS GRANTED COMPENSATION $ - --------------------------- ---- -------- -------------- -------------- --------------- -------------- Oscar Bustillo, Jr. 1998 330,000 110,000 (3) 100,000 $11,669(5) Chief Executive Officer, 1997 327,500 184,000 (3) 0 5,420(6) President and director of Republic and Chairman of the Board, Chief Executive Officer and President of the Bank Fernando J. Martinez 1998 154,167 25,000 (3) 30,000 6,994(5) Executive Vice President--Real 1997 140,016 31,000 49,912(4) 0 3,609(6) Estate Lending of the Bank Bernardo M. Argudin 1998 152,500 25,000 (3) 50,000 4,647(5) Vice President, Chief Financial 1997 138,333 40,000 (3) 0 1,291(6) Officer and director of Republic and Executive Vice President, Chief Financial Officer and director of the Bank Felix M. Garcia 1998 154,167 21,000 (3) 50,000 3,578(5) Executive Vice President, Chief 1997 149,167 34,000 (3) 0 1,395(6) Credit Officer and director of the Bank Rafael Quintana 1998 149,167 17,000 (3) 30,000 6,809(5) Executive Vice President--Retail 1997 139,166 30,000 17,316(4) 0 3,474(6) Banking of the Bank (1) For 1998, this table reflects a bonus paid in March 1999 for 1998 performance. For 1997, this table reflects a bonus paid in March 1998 for 1997 performance. (2) The bonus figures for 1997 do not include bonuses of $194,000, $23,000, $30,000, $38,000 and $37,000 paid to Messrs. Bustillo, Martinez, Argudin, Garcia and Quintana, respectively, in March 1997 for 1996 performance. (3) The aggregate amount of perquisites and other personal benefits provided to such Named Officer is less than the lesser of 10% of the total annual salary and bonus of such Named Officer or $50,000. (4) Represents the amount paid to each of Messrs. Martinez and Quintana to compensate each of them for club interaction fees and annual dues. (5) Represents the Bank's contribution of $3,200 to a 401(k) Plan for each individual, other than Felix M. Garcia in respect of whom the contribution to the 401(k) Plan was $2,131, and the amount paid by the Bank for term life insurance. (6) Represents the dollar value of premiums paid by the Company for term life insurance.
GRANT OF STOCK OPTIONS IN THE LAST FISCAL YEAR The following table present information concerning individual grants of options to purchase Republic common stock made during 1998 to the Named Officers. Republic did not grant any stock appreciation rights ("SARs") in 1998.
NUMBER OF PERCENT OF SECURITIES TOTAL OPTIONS UNDERLYING TO EMPLOYEES IN EXERCISE OR BASE GRANT DATE NAME OPTIONS(1) FISCAL YEAR PRICE PER SHARE(2) EXPIRATION DATE VALUE (3) ---- ---------- ----------- ------------------ --------------- ------------- Oscar Bustillo, Jr. 100,000 24.4% $15.00 February 10, 2008 $801,000 Fernando J. Martinez 30,000 7.3% $15.00 February 10, 2008 $240,300 Bernardo M. Argudin 50,000 12.2% $15.00 February 10, 2008 $400,500 Felix M. Garcia 50,000 12.2% $15.00 February 10, 2008 $400,500 Rafael Quintana 30,000 7.3% $15.00 February 10, 2008 $240,300 (1) All options were granted effective February 11, 1998 and all options vest in annual increments of 20% beginning on February 12, 2000. (2) Under the Republic 1998 Stock Option Plan, the option purchase price must be no less than the fair market value of the shares in the date of the grant. (3) The grant value was estimated as of the date of the grant at $8.01 per share using the Black-Scholes option pricing model based the following assumptions: Expected Dividend Yield 2.2% Expected Volatility 60.0% Weighted Risk Free Interest Rate 5.65% Expected Life (in years) 7
GRANTS OF STOCK APPRECIATION RIGHTS AND EXERCISE OF OPTIONS Republic did not grant any SARs during 1998 and no stock options were exercised during 1998. On December 31, 1998, none of the outstanding options granted to the Named Officers were in-the-money because the price per share of Republic's common stock was $10.62 and the exercise price per share of all such options was $15.00. For the number of options held by each Named Officer, see "Grant of Stock Options in the Last Fiscal Year." Under the terms of the agreement to merge with Union Planters each option holder would receive $4.25 per share under option at the effective time of the merger. At such time each option shall no longer represent the right to purchase shares but only the nontransferable right to receive the option settlement payment.-See Item 1. Business- Agreement to Merge into Union Planters Bank, N.A. PENSION PLAN The Bank has a tax-qualified non-contributory defined benefit pension plan covering substantially all full time employees of the Bank, including the Named Officers (the "Pension Plan"). The following table sets forth the total estimated annual pension benefits payable to a covered participant who retired from service with the Bank in 1998 at age 65 and had attained the earnings and years of service classifications specified under the Pension Plan, based upon compensation covered under the pension plan ("covered compensation") and years of service with the Bank credited under the pension plan ("Credited Service"):
YEARS OF CREDITED SERVICE ------------------------- FINAL AVERAGE COMPENSATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS - -------------------------- -------- -------- -------- -------- -------- $ 125, 000 $39,725 $43,174 $46,624 $50,074 $53,524 $ 150,000 47,796 51,978 56,160 60,342 64,524 $160,000 and above 51,025 55,499 59,974 64,449 68,924
Benefits shown above are computed as a single life annuity and are not subject to any deduction for Social Security or other offset amounts. "Final Average Compensation" is a participant's average annual compensation over the five consecutive years in the most recent ten years yielding the highest average annual compensation. A participant's covered compensation includes all annual compensation reported in the Summary Compensation Table, but is subject to certain limitations on compensation under the Internal Revenue Code. Estimated years of Credited Service for each of the following officers as of December 31, 1998 are as follows: Oscar Bustillo, Jr.--14 years; Fernando J. Martinez--14 years; Bernardo M. Argudin-13 years; Felix M. Garcia--14 years; Rafael Quintana-9 years. Covered compensation for all Named Officers was $160,000 each for the fiscal year ended December 31, 1998, which was the limit of covered compensation in 1998 under applicable law. EMPLOYMENT AGREEMENTS Effective January 1, 1998, the Bank entered into employment agreements with nine senior officers, including each of Oscar Bustillo, Jr., President and Chief Executive Officer of Republic and the Bank, Fernando J. Martinez, Executive Vice President--Real Estate Lending of the Bank, Bernardo M. Argudin, Vice President and Chief Financial Officer of Republic and Executive Vice President and Chief Financial Officer of the Bank, Felix M. Garcia, Executive Vice President and Chief Credit Officer of the Bank and Rafael Quintana, Executive Vice President--Retail Banking of the Bank. Each of the agreements is for a term to expire on December 31, 2000. Under the terms of the agreements, Messrs. Bustillo, Martinez, Argudin, Garcia and Quintana, are entitled to receive base salaries equal to their base salaries prior to the agreements of $330,000, $150,000, $140,000, $150,000 and $145,000, respectively, subject to annual review for potential increases. These employment agreements provide that Messrs. Bustillo, Martinez, Argudin, Garcia and Quintana are eligible to receive additional annual incentive compensation based on individual and the Bank's performance, as may be awarded by the compensation committee and approved by the board. These employment agreements also provide for payments upon the occurrence of an event such as the merger contemplated with Union Planters. Messrs. Bustillo, Martinez, Argudin, Garcia and Quintana will be entitled to receive $880,000, $188,000, $376,000, $364,000, and $172,000, respectively, if the merger is consummated and the individual officer does not voluntarily terminate his employment within the three month period following consummation of the merger. DIRECTOR COMPENSATION Prior to February 1998, members of the board of directors of Republic received a fee in the amount of $100 per meeting attended. Beginning in February 1998, members of Republic's board of directors, other than executive officers and directors of the Bank, have received a monthly retainer of $1,000. Each director of Republic, other than executive officers, receives a fee of $300 for each committee meeting attended. Republic will continue to reimburse all directors of Republic for all travel-related expenses incurred in connection with their activities as directors. For the year ended December 31, 1998, Republic and the Bank paid an aggregate of $165,100 in fees to its directors and $39,142 in travel allowances. Republic and the Bank also provide each director with the option to participate in the Bank's self-insured health plan on the same cost basis as employees. Each director of Republic and the Bank, other than Messrs. Bustillo, Garcia and Argudin, have received non-qualified options to purchase 10,000 shares, or an aggregate of 120,000 shares, at a price of $15.00 per share. All such options have ten year terms and will be exercisable beginning six months after the date of the grant, except for options granted to Mr. Tamayo and Ms. Betancourt, which will be exercisable in 20% increments beginning on the second anniversary of the grant. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND - ------------------------------------------------------------ MANAGEMENT - ------------------- Based upon information available to Republic, the following table sets forth the number of shares of Republic common stock owned beneficially as of March 17, 1999 by (i) each person who is known by Republic to own beneficially more than 5% of Republic's common stock; (ii) each director and nominee for director; (iii) the Named Officers (see "Executive Compensation"); and (iv) all of the directors and executive officers as a group. Unless otherwise indicated, the person listed is the record owner and has the sole voting and investment power over the shares.
NUMBER OF SHARES PERCENT OF OUTSTANDING NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) COMMON STOCK -------------------------------------------------- -------------------------- -------------------------- REBANK NETHERLANDS ANTILLES N.V.(2) c/o Amaco (Curacao), N.V. 11,959,030 56.3% P.O. Box 3141 Curacao, Netherlands Antilles ROBERTO ISAIAS(3) Apartado 149 12,545,580 59.1% Guayaquil, Ecuador ESTEFANO ISAIAS(4) Apartado 149 12,543,180 59.1% Guayaquil, Ecuador MARIELA ISAIAS(5) Apartado 149 11,959,030 56.3% Guayaquil, Ecuador WILLIAM ISAIAS(6) Apartado 149 12,550,285 59.1% Guayaquil, Ecuador INVESTORS OVERSEAS LIMITED, INC. c/o Morgan & Morgan 1,294,640 6.1% Torre Swiss Bank Building P.O. Box 1824, 16th Floor Panama 1, Rep. of Panama TRUE FLIGHT INVESTORS, LTD. c/o HWR Services Limited 1,080,317 5.1% Craigmuir Chambers P.O. Box 71 Road Town Tortola, British Virgin Islands JOSE P. BARED(7) Farm Stores 55,242 * 5800 N.W. 74th Avenue Miami, Florida 33166 JOHN H. BLAKE(8) A.I. Risk Specialist, Inc. 17,662 * Douglas Center Suite 1010 2600 Douglas Road Coral Gables, Fl. 33134 MILTON H. LEHR(9) 8440 S.W. 104th Street 21,300 * Miami, Fl. 33156 FERNANDO TAMAYO(10) 4950 S.W. 72nd Avenue 6,460 * Suite 112 Miami, Fl. 33155 OSCAR BUSTILLO JR.(11) 2800 Ponce de Leon Blvd. 21,902 * Coral Gables, Fl. 33134 FERNANDO J. MARTINEZ(12) 2800 Ponce de Leon Blvd. 8,392 * Coral Gables, Fl. 33134 BERNARDO M. ARGUDIN(13) 2800 Ponce de Leon Blvd. 20,750 * Coral Gables, Fl. 33134 FELIX M. GARCIA(14) 2800 Ponce de Leon Blvd. 12,200 * Coral Gables, Fl. 33134 RAFAEL QUINTANA(15) 2800 Ponce de Leon Blvd. 7,000 * Coral Gables, Fl. 33134 All Directors Of Republic And Executive Officers As A Group Including 12,745,160 59.9% Those Listed Above--14 Persons(16) - ----------------------- * Less than 1%. (1) The nature of the reported beneficial ownership is unshared voting power and investment power unless otherwise indicated. (2) Each of Roberto and William Isaias owns one third of the shares of Rebank and Estefano and Mariela Isaias, husband and wife, jointly own the remaining one third shares of Rebank. Roberto, Estefano and William Isaias are brothers. The shares of Common Stock owned by the Isaiases through their ownership of Rebank are included in calculating the shares beneficially owned by Roberto, Estefano, Mariela and William Isaias. (3) Includes 11,959,030 held by Rebank, 574,150 shares jointly held by Roberto, Estefano and William Isaias, 2,400 shares held by Roberto Isaias individually, and 10,000 shares subject to options. (4) Includes 11,959,030 held by Rebank, 574,150 shares jointly held by Roberto, Estefano and William Isaias and 10,000 shares subject to options. (5) Includes 11,959,030 held by Rebank. Does not include the 574,150 shares jointly held by Roberto, Estefano and William Isaias. (6) Includes 11,959,030 held by Rebank, 574,150 shares jointly held by Roberto, Estefano and William Isaias, 7,105 shares held jointly by William Isaias and his wife and 10,000 shares subject to options. (7) Includes 40,500 shares held as trustee for his adult children, 4,742 shares held individually by Mr. Bared and 10,000 shares subject to options. (8) Includes 250 shares held in trust for his adult daughter, 2,000 shares held in trust for his mother and 10,000 shares subject to options. (9) Includes 10,000 shares subject to options. (10) Does not include 10,000 shares of Common Stock subject to options, which options will not be exercisable within sixty days from March 17, 1999. (11) Includes 19,502 shares owned jointly with his wife, Virginia, and 2,400 shares held individually. Does not include 100,000 shares of Common Stock subject to options, which options will not be exercisable within sixty days from March 17, 1999. (12) Does not include 30,000 shares of Common Stock subject to options, which options will not be exercisable within sixty days from March 17, 1999. (13) Includes 14,250 shares owned jointly with his wife, Cynthia, and 6,500 shares held by his wife as custodian for their minor children under the Florida Gifts to Minors Act. Does not include 50,000 shares of Common Stock subject to options, which options will not be exercisable within sixty days from March 17, 1999. (14) Includes 500 shares owned jointly with his wife, Diana, 11,100 shares held individually and 600 shares jointly owned by his wife and his wife's daughter. Does not include 50,000 shares of Common Stock subject to options, which options will not be exercisable within sixty days from March 17, 1999. (15) Shares listed are held in trust by Mr. Quintana for his adult children. Does not include 30,000 shares of Common Stock subject to options, which options will not be exercisable within sixty days from March 17, 1999. (16) Listed shares do not include shares options granted to Mr. Tamayo and all executive officers, which options will not be exercisable within sixty days from March 17, 1999. Listed shares include shares subject to options held by all directors, other than Mr. Tamayo and directors who are executive officers.
Roberto Isaias, Estefano Isaias and William Isaias and Rebank have pledged a majority of the outstanding shares of Common Stock of Republic to SunTrust Bank, Miami, N.A. ("SunTrust") as security for loans granted by SunTrust to the Isaiases. UPBNA is a participant in these loans. Roberto, Estefano, Mariela and William Isaias have also pledged all of their shares of Common Stock in Rebank to SunTrust as security for said loans. A default under said loans and the subsequent exercise by SunTrust of its rights under the agreements evidencing or securing said loans could result in a change in control of Republic. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - ------------------------------------------------------- From time to time, the Bank makes loans and extends credit to the Bank's officers, directors, employees and to certain companies affiliated with such persons. In the opinion of Republic, all of such loans and extensions of credit were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons entered into on an arm's length basis and did not involve more than the normal risk of collectibility. At December 31, 1998, an aggregate of $2,110,000 million of loans and extensions of credit were outstanding to the existing executive officers and directors of Republic and the Bank and to certain companies affiliated with such persons. In addition to federal law, the Bank's policy as it relates to certain affiliates requires that transactions with its officers, directors or affiliates be on terms no less favorable than those that could be obtained from unrelated third parties. Republic believes that the foregoing transactions were on terms no less favorable than those that could have been obtained from unrelated third parties. Any transactions requiring approval of the Bank's board of directors must be approved by a majority of the Bank's disinterested directors. Currently, any such transaction in excess of $25,000, if not otherwise required by law to be approved by the board of directors, requires approval of the Bank's executive committee. COMPLIANCE WITH SECTION 16(A) OF THE ACT Section 16(a) of the Securities and Exchange Act of 1934, as amended, requires Republic's executive officers and directors to file reports of ownership and changes in ownership in Republic common stock with the Securities and Exchange Commission. Based solely upon the review of forms furnished to the registrant by persons covered by this provision of the Act, Republic believes that its executive officers and directors complied with all applicable filing requirements, except for one report that was filed late by Director Tamayo with respect to a purchase of shares in December 1998. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. (a) The following documents are filed as part of this report: (1) Consolidated Financial Statements The following consolidated financial statements of the Company and its subsidiary and the independent certified public accountant's report thereon appear in Item 8 hereof.
PAGE IN ANNUAL REPORT* ------- /bullet/ Consolidated Balance Sheets as of December 31, 1998 and 1997................................. 26 /bullet/ Consolidated Statements of Operation and Comprehensive Income for the years ended December 31, 1998, 1997 and 1996............................................................. 27 /bullet/ Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 28 1998, 1997 and 1996.......................................................................... /bullet/ Consolidated Statements of Cash Flows for the years ended December 31, 1998, 1997 and 1996... 29 - 30 /bullet/ Notes to Consolidated Financial Statements................................................... 31 - 43 /bullet/ Report of Independent Certified Public Accountants........................................... 44 - ---------- * Incorporated by reference from the indicated pages of the 1998 Annual Report to Shareholders.
(2) Financial Statement Schedules Schedules are omitted because the conditions requiring their filing are not applicable or because the required information is provided in the Consolidated Financial Statements, including the Notes thereto. (3) Exhibits.* (3.1) Form of Amended and Restated Articles of Incorporation of the Company [Exhibit 3.1 to the Company's Registration Statement [Registration No. 333-41301] on Form S-1 as filed with the Securities and Exchange Commission on December 1, 1997 [the "Registration Statement"]). (3.2) Form of Amended and Restated Bylaws of the Company. (Exhibit 3.2 to the Registration Statement) (4.1) See Exhibits 3.1 and 3.2 for provisions in the Company's Amended and Restated Articles of Incorporation and Amended and Restated Bylaws defining the rights of holders of the Company's Common Stock. - -------- * Exhibits followed by a parenthetical reference are incorporated herein by reference from the document described therein. (10.1) Form of Indemnification Agreement between the Company and each of its directors and certain officers. (Exhibit 10.1 to the Registration Statement) ** (10.2) Form of 1998 Stock Option Plan. (Exhibit 10.2 to the Registration Statement) ** (10.3) Bank Software License and Development Agreement between Republic National Bank of Miami, Filanbanco, S.A. and Infordatos, S.A. dated February 12, 1994. (Exhibit 10.3 to the Registration Statement) (10.4) Construction Agreement between Republic National Bank of Miami and The Bared Construction Company of Miami dated August 10, 1995. (Exhibit 10.4 to the Registration Statement) (10.5) Agreement between Republic National Bank of Miami and Kirchman Corporation dated November 7, 1997. (Exhibit 10.5 to the Registration Statement) (10.6) Employment Agreement dated as of January 1, 1998 by and between Republic National Bank of Miami and Oscar Bustillo, Jr. (Exhibit 10.6 to the Registration Statement) ** (10.7) Employment Agreement dated as of January 1, 1998 by and between Republic National Bank of Miami and Felix M. Garcia. (Exhibit 10.7 to the Registration Statement) ** (10.8) Employment Agreement dated as of January 1, 1998 by and between Republic National Bank of Miami and Rafael Quintana. (Exhibit 10.8 to the Registration Statement) ** (10.9) Employment Agreement dated as of January 1, 1998 by and between Republic National Bank of Miami and Fernando J. Martinez. (Exhibit 10.9 to the Registration Statement) ** (10.10) Employment Agreement dated as of January 1, 1998 by and between Republic National Bank of Miami and Bernardo M. Argudin. (Exhibit 10.10 to the Registration Statement) ** (10.11) Form of Agreement between the Company and Miguel and Angela Baduy. (Exhibit 10.20 to the Registration Statement) (10.12) Agreement and plan of Reorganization by and between Union Planters Bank, National Association and Republic Banking Corporation of Florida (Exhibit 2 to Form 8-K dated March 1, 1999) (10.13) Merrill Lynch Special Prototype Defined Contribution Plan Adoption Agreement (13.1) Annual Report to Security Holders. (21.1) List of subsidiaries of the Company (Exhibit 21.1 to the Registration Statement). (27.1) Financial Data Schedule. *** - ----------------------------- * Exhibits followed by a parenthetical reference are incorporated herein by reference from the document described therein. ** These exhibits are management contracts or compensatory plans or arrangements. *** Filed electronically only. SIGNATURE --------- Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. April 29, 1999 REPUBLIC BANKING CORPORATION OF FLORIDA By:/s/ BERNARDO M. ARGUDIN -------------------------- Vice President and Chief Financial Officer EXHIBIT INDEX EXHIBIT DESCRIPTION - ------- ----------- 10.13 Merrill Lynch Special Prototype Defined Contribution Plan Adoption Agreement EX-10.13 2 EXHIBIT 10.13 ---------------------------------------------- MERRILL LYNCH -------- SPECIAL -------- PROTOTYPE DEFINED CONTRIBUTION PLAN ADOPTION AGREEMENT ----------------------------------------------- 401(k) PLAN EMPLOYEE THRIFT PLAN PROFIT-SHARING PLAN Letter Serial Number: D359287b National Office Letter Date: 6/29/93 This Prototype Plan and Adoption Agreement are important legal instruments with legal and tax implications for which the Sponsor, Merrill Lynch, Pierce, Fenner & Smith, Incorporated, does not assume responsibility. The Employer is urged to consult with its own attorney with regard to the adoption of this Plan and its suitability to its circumstances. ADOPTION OF PLAN - ---------------- The Employer named below hereby establishes or restates a profit-sharing plan that includes a [X] 401(k), [ ] profit-sharing and/or [ ] thrift plan feature (the "Plan") by adopting the Merrill Lynch Special Prototype Defined Contribution Plan and Trust as modified by the terms and provisions of this Adoption Agreement. EMPLOYER AND PLAN INFORMATION - ----------------------------- Employer Name:* REPUBLIC NATIONAL BANK OF MIAMI Business Address: 10 N. W. 42 AVENUE MIAMI, FL 33126 Telephone Number: (305) 441-7466 Employer Taxpayer ID Number. 59-1102060 Employer Taxable Year ends on: DECEMBER 31ST Plan Name: REPUBLIC NATIONAL BANK OF MIAMI 401K PLAN Plan Number 002 401(k) Profit Sharing Thrift Effective Date of Adoption or Restatement 01/01/98 --/--/-- --/--/-- Original Effective Date: --/--/-- --/--/-- --/--/-- If this Plan is a continuation or an amendment of a prior plan, all optional forms of benefits provided in the prior plan must be provided under this Plan to any Participant who had an account balance, whether or not vested, in the prior plan. - ---------------------------------------------------- * If there are any Participating Affiliates in this Plan, list below the proper name of each Participating Affiliate. REPUBLIC BANKING CORPORATION OF FLORIDA. ---------------------------------------- ____. ____. 2 ARTICLE I. DEFINITIONS A. "COMPENSATION" (1) With respect to each Participant, except as provided below, Compensation shall mean the (select all those applicable for each column): 401(K) AND/ PROFIT OR THRIFT SHARING [x] [ ] (a) amount reported in the "Wages Tips and Other Compensation" Box on Form W-2 for the applicable period selected in Item 5 below. [ ] [ ] (b) compensation for Code Section 415 safe-harbor purposes (as defined in Section 3.9.1 (H)(i) of basic plan document #03) for the applicable period selected in Item 5 below. [ ] [ ] (c) amount reported pursuant to Code Section 3401(a) for the applicable period selected in Item 5 below. [ ] [ ] (d) all amounts received (under options (a) (b) or (c) above) for personal services rendered to the Employer but excluding (select one): [ ] overtime [ ] bonuses [ ] commissions [ ] amounts in excess of $___ [ ] other (specify)___. (2) Treatment of Elective Contributions (select one): [x] (a) For purposes of contributions, Compensation shall include Elective Deferrals and amounts excludable from the gross income of the Employee under Code Section 125, Code Section 402(e)(3), Code Section 402(h) or Code Section 403(b) ("elective contributions"). [ ] (b) For purposes of contributions, Compensation shall not include "elective contributions." (3) CODA Compensation (select one): [x] (a) For purposes of the ADP and ACP Tests, Compensation shall include "elective contributions." [ ] (b) For purposes of the ADP and ACP Tests, Compensation shall not include "elective contributions." 3 (4) With respect to Contributions to an Employer Contributions Account, Compensation shall include all Compensation (select one): [x] (a) during the Plan Year in which the Participant enters the Plan. [ ] (b) after the Participant's Entry Date. (5) The applicable period for determining Compensation shall be (select one): [x] (a) the Plan Year. [ ] (b) the Limitation Year. [ ] (c) the consecutive 12-month period ending on ____. B. "DISABILITY" (1) DEFINITION Disability shall mean a condition which results in the Participant's (select one): [ ] (a) inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. [x] (b) total and permanent inability to meet the requirements of the Participant's customary employment which can be expected to last for a continuous period of not less than 12 months. [ ] (c) qualification for Social Security disability benefits. [ ] (d) qualification for benefits under the Employer's long-term disability plan. (2) CONTRIBUTIONS DUE TO DISABILITY (select one): [x] (a) No contributions to an Employer Contributions Account will be made on behalf of a Participant due to his or her Disability. [ ] (b) Contributions to an Employer Contributions Account will be made on behalf of a Participant due to his or her Disability PROVIDED THAT: the Employer elected option (a) or (c) above as the definition of Disability, contributions are not made on behalf of a Highly Compensated Employee, the contribution is based on the Compensation each such Participant would have received for the Limitation Year if the Participant had been paid at the rate of Compensation paid immediately before his or her Disability, and contributions made on behalf of such Participant will be nonforfeitable when made. 4 C "EARLY RETIREMENT" is (select one): [x] (1) not permitted. [ ] (2) permitted if a Participant terminates Employment before Normal Retirement Age and has (select one): [ ] (a) attained age ___. [ ] (b) attained age ___ and completed ___ Years of Service. [ ] (c) attained age ___ and completed ___ Years of Service as a Participant. D. "ELIGIBLE EMPLOYEES" (select one): [x] (1) All Employees are eligible to participate in the Plan. [ ] (2) The following Employees are not eligible to participate in the Plan (select all those applicable): [ ] (a) Employees included in a unit of Employees covered by a collective bargaining agreement between the Employer or a Participating Affiliate and the Employee representatives (not including any organization more than half of whose members are Employees who are owners, officers, or executives of the Employer or Participating Affiliate) in the negotiation of which retirement benefits were the subject of good faith bargaining, unless the bargaining agreement provides for participation in the Plan. [ ] (b) non-resident aliens who received no earned income from the Employer or a Participating Affiliate which constitutes income from sources within the United States. [ ] (c) Employees of an Affiliate. [ ] (d) Employees employed in or by the following specified division, plant, location, job category or other identifiable individual or group of Employees:____. 5 E. "ENTRY DATE" Entry Date shall mean (select as applicable): 401(K) AND/OR PROFIT THRIFT SHARING [ ] [ ] (1) If the initial Plan Year is less than twelve months, the ____ day of ____ and thereafter: [ ] [ ] (2) the first day of the Plan Year following the date the Employee meets the eligibility requirements. If the Employer elects this option (2) establishing only one Entry Date, the eligibility "age and service" requirements elected in Article II must be no more than age 20-1/2 and 6 months of service. [ ] [ ] (3) the first day of the month following the date the Employee meets the eligibility requirements. [x] [ ] (4) the first day of the Plan Year and the first day of the seventh month of the Plan Year following the date the Employee meets the eligibility requirements. [ ] [ ] (5) the first day of the Plan Year, the first day of the fourth month of the Plan Year, the first day of the seventh month of the Plan Year, and the first day of the tenth month of the Plan Year following the date the Employee meets the eligibility requirements. [ ] [ ] (6) other: provided that the Entry Date or Dates selected are no later than any of the options above. F. "HOURS OF SERVICE" Hours of Service for the purpose of determining a Participant's Period of Severance and Year of Service shall be determined on the basis of the method specified below: (1) ELIGIBILITY SERVICE: For purposes of determining whether a Participant has satisfied the eligibility requirements, the following method shall be used (select one): 401(K) AND/OR PROFIT THRIFT SHARING [x] [ ] (a) elapsed time method [ ] [ ] (b) hourly records method 6 (2) VESTING SERVICE: A Participant's nonforfeitable interest shall be determined on the basis of the method specified below (select one): [ ] (a) elapsed time method [x] (b) hourly records method [ ] (c) If this item (c) is checked, the Plan only provides for contributions that are always 100% vested and this item (2) will not apply. (3) HOURLY RECORDS: For the purpose of determining Hours of Service under the hourly record method (select one): [x] (a) only actual hours for which an Employee is paid or entitled to payment shall be counted. [ ] (b) an Employee shall be credited with 45 Hours of Service if such Employee would be credited with at least 1 Hour of Service during the week. G. "INTEGRATION LEVEL" [x] (1) This Plan is not integrated with Social Security. [ ] (2) This Plan is integrated with Social Security. The Integration Level shall be (select one): [ ] (a) the Taxable Wage, Base. [ ] (b) $_____ (a dollar amount less than the Taxable Wage Base). [ ] (c) ____% of the Taxable Wage Base (not to exceed 100%) [ ] (d) the greater of $10,000 or 20% of the Taxable Wage Base H. "LIMITATION COMPENSATION" For purposes of Code Section 415, Limitation Compensation shall be compensation as determined for purposes of (select one): [ ] (1) Code Section 415 Safe-Harbor as defined in Section 3.9.1 (H)(i) of basic plan document #03. [x] (2) the "Wages, Tips and Other Compensation" Box on, Form W-2. [ ] (3) Code Section 3401 (a) Federal Income Tax Withholding. I. "LIMITATION YEAR" For purposes of Code Section 415, the Limitation Year shall be (select one): [x] (1) the Plan Year. [ ] (2) the twelve consecutive month period ending on the ___ day of the month of __________. 7 J. "NET PROFITS" are (select one): [x] (1) not necessary for any contribution. [ ] (2) necessary for (select all those applicable): [ ] (a) Profit sharing Contributions. [ ] (b) Matching 401(k) Contributions. [ ] (c) Matching Thrift Contributions. K. "NORMAL RETIREMENT AGE" Normal Retirement Age shall be (select one): [ ] (1) attainment of age ___ (not more than 65) by the Participant. [ ] (2) attainment of age ___ (not more than 65) by the Participant or the _____ anniversary (not more than the 5th) of the first day of the Plan Year in which the Eligible Employee became a Participant, whichever is later. [x] (3) attainment of age 65 (not more than 65) by the Participant or the 5th anniversary (not more than the 5th) of the first day on which the Eligible Employee performed an Hour of Service, whichever is later. L. "PARTICIPANT DIRECTED ASSETS" are: 401(k) and/ Profit or Thrift Sharing [x] [ ] (1) permitted. [ ] [ ] (2) not permitted. M. "PLAN YEAR" The Plan Year shall end on the 31st day of December. N. "PREDECESSOR SERVICE" Predecessor service will be credited (select one): [x] (1) only as required by the Plan. [ ] (2) to include, in addition to the Plan requirements and subject to the limitations set forth below, service with the following predecessor employer(s) determined as if such predecessors were the Employer:_____. 8 Service with such predecessor employer applies [select either or both (a) and/or (b); (c) is only available in addition to (a) and/or (b)]: [ ] (a) for purposes of eligibility to participate; [ ] (b) for purposes of vesting; [ ] (c) except for the following service:_____. O. "VALUATION DATE" Valuation Date shall mean (select one for each column, as applicable): 4O1(k) and/ Profit or Thrift Sharing [ ] [ ] (1) the last business day of each month. [ ] [ ] (2) the last business day of each quarter within the Plan Year. [ ] [ ] (3) the last business day of each semi-annual period within the Plan Year. [ ] [ ] (4) the last business day of the Plan Year. [x] [ ] (5) other: DAILY. ARTICLE II. PARTICIPATION PARTICIPATION REQUIREMENTS An Eligible Employee must meet the following requirements to become a Participant (select one or more for each column, as applicable): 401(k) and/ Profit or Thrift Sharing [ ] [ ] (1) Performance of one Hour of Service. [ ] [ ] (2) Attainment of age _____(maximum 20-1/2) and completion of _________ (not more than 1/2) Years of Service. If this item is selected, no Hours of Service shall be counted. [x] [ ] (3) Attainment of age 21 (maximum 21) and completion of 1/2 Year(s) of Service. If more than one Year of Service is selected, the immediate 100% vesting schedule must be selected in Article VII of this Adoption Agreement. 9 401(k) and/ Profit or Thrift Sharing [ ] [ ] (4) Attainment of age _____ (maximum 21 ) and completion of Year(s) of Service. If more than one Year of Service is selected, the immediate 100% vesting schedule must be selected in Article VII of this Adoption Agreement. [ ] [ ] (5) Each Employee who is an Eligible Employee on ___________ will be deemed to have satisfied the participation requirements on the effective date without regard to such Eligible Employee's actual age and/or service. ARTICLE III 401(k) CONTRIBUTIONS AND ACCOUNT ALLOCATION A. ELECTIVE DEFERRALS If selected below, a Participant's Elective Deferrals will be (select all applicable): [x] (1) a dollar amount or a percentage of Compensation, as specified by the Participant on his or her 401(k) Election form, which may not exceed 15% of his or her Compensation. [ ] (2) with respect to bonuses, such dollar amount or percentage as specified by the Participant on his or her 401(k) Election form with respect to such bonus. B. MATCHING 401(k)CONTRIBUTIONS If selected below, the Employer may make Matching 401(k) Contributions for each Plan Year (select one): [x] (1) Discretionary Formula: Discretionary Matching 401(k) Contribution equal to such a dollar amount or percentage of Elective Deferrals, as determined by the Employer, which shall be allocated (select one): [ ] (a) based on the ratio of each Participant's Elective Deferral for the Plan Year to the total Elective Deferrals of all Participants for the Plan Year. If inserted, Matching 401(k) Contributions shall be subject to a maximum amount of $_____ for each Participant or ___% of each Participant's Compensation. 10 [x] (b) in an amount not to exceed 50% of each Participant's first 4% of Compensation contributed as Elective Deferrals for the Plan Year. If any Matching 401(k) Contribution remains, it is allocated to each such Participant in an amount not to exceed ____% of the next ____% of each Participant's Compensation contributed as Elective Deferrals for the Plan Year. Any remaining Matching 401(k) Contribution shall be allocated to each such Participant in the ratio that such Participant's Elective Deferral for the Plan Year bears to the total Elective Deferrals of all such Participants for the Plan Year. If inserted, Matching 401(k) Contributions shall be subject to a maximum amount of $_____ for each Participant or _____% of each Participant's Compensation. [ ] (2) Nondiscretionary Formula: A nondiscretionary Matching 401(k) Contribution for each Plan Year equal to (select one): [ ] (a) _____% of each Participant's Compensation contributed as Elective Deferrals. If inserted, Matching 401(k) Contributions shall be subject to a maximum amount of $_____ for each Participant or ___% of each Participant's Compensation. [ ] (b) _____% of the first _____% of the Participant's Compensation contributed as Elective Deferrals and _____% of the next _____% of the Participant's Compensation contributed as Elective Deferrals. If inserted, Matching 401(k) Contributions shall be subject to a maximum amount of $_____ for each Participant or _____% of each Participant's Compensation. C. PARTICIPANTS ELIGIBLE FOR MATCHING 401(k) CONTRIBUTION ALLOCATION The following Participants shall be eligible for an allocation to their Matching 401(k) Contributions Account (select all those applicable): [x] (1) Any Participant who makes Elective Deferrals. [ ] (2) Any Participant who satisfies those requirements elected by the Employer for an allocation to his or her Employer Contributions Account as provided in Article IV Section C. [ ] (3) Solely with respect to a Plan in which Matching 401(k) Contributions are made quarterly (or on any other regular interval that is more frequent than annually) any Participant whose 401(k) Election is in effect throughout such entire quarter (or other interval)_________. (quarterly, monthly or semi-annual) 11 D. QUALIFIED MATCHING CONTRIBUTIONS If selected below, the Employer may make Qualified Matching Contributions for each Plan Year (select all those applicable): (1) In its discretion, the Employer may make Qualified Matching Contributions on behalf of (select one): [ ] (a) all Participants who make Elective Deferrals in that Plan Year. [x] (b) only those Participants who are Nonhighly Compensated Employees and who make Elective Deferrals for that Plan Year. (2) Qualified Matching Contributions will be contributed and allocated to each Participant in an amount equal to (select one): [ ] (a) _____% of the Participant's Compensation contributed as Elective Deferrals. If inserted, Qualified Matching Contributions shall not exceed _____% of the Participant's Compensation. [x] (b) Such an amount, determined by the Employer, which is needed to meet the ACP Test. (3) In it's discretion, the Employer may elect to designate all or any part of Matching 401(k) Contributions as Qualified Matching Contributions that are taken into account as Elective Deferrals- included in the ADP Test and excluded from the ACP Test - on behalf of (select one): [ ] (a) all Participants who make Elective Deferrals for that Plan Year. [x] (b) Only Participants who are Nonhighly Compensated Employees who make Elective Deferrals for that Plan Year. E. QUALIFIED NONELECTIVE CONTRIBUTIONS If selected below, the Employer may make Qualified Nonelective Contributions for each Plan Year (select all those applicable): (1) In its discretion, the Employer may make Qualified Nonelective Contributions on behalf of (select one): [ ] (a) all Eligible Participants. [x] (b) only Eligible Participants who are Nonhighly Compensated Employees. 12 (2) Qualified Nonelective Contributions will be contributed and allocated to each Eligible Participant in an amount equal to (select one): [ ] (a) ____% (no more than 15%) of the Compensation of each Eligible Participant eligible to share in the allocation. [x] (b) Such an amount determined by the Employer, which is needed to meet either the ADP Test or ACP Test. (3) At the discretion of the Employer, as needed and taken into account as Elective Deferrals included in the ADP Test on behalf of (select one): [ ] (a) all Eligible Participants. [x] (b) only those Eligible Participants who are Nonhighly Compensated Employees. F. ELECTIVE DEFERRALS USED IN ACP TEST (select one): [x] (1) At the discretion of the Employer, Elective Deferrals may be used to satisfy the ACP Test. [ ] (2) Elective Deferrals may not be used to satisfy the ACP Test. G. Making and Modifying a 401(k) Election An Eligible Employee shall be entitled to increase, decrease or resume his or her Elective Deferral percentage with Me following frequency during the Plan Year (select one): [ ] (1)annually. [x] (2)semi-annually. [ ] (3) quarterly. [ ] (4) monthly [ ] (5) other (specify):_____________. Any such increase, decrease or resumption shall be effective as of the first payroll period coincident with or next following the first day of each period set forth above. A Participant may completely discontinue making Elective Deferrals at any time effective for the payroll period after written notice is provided to the Administrator. 13 ARTICLE IV. PROFIT-SHARING CONTRIBUTIONS AND ACCOUNT ALLOCATION A. PROFIT-SHARING CONTRIBUTIONS If selected below, the following contributions for each Plan Year will be made: Contributions to Employer Contributions Accounts (select one): [ ] (a) Such an amount, if any, as determined by the Employer. [ ] (b) _____% of each Participant's Compensation. B. ALLOCATION OF CONTRIBUTIONS TO EMPLOYER CONTRIBUTIONS ACCOUNTS (select one): [ ] (1) Non-Integrated Allocation The Employer Contributions Account of each Participant eligible to share in the allocation for a Plan Year shall be credited with a portion of the contribution, plus any forfeitures if forfeitures are reallocated to Participants, equal to the ratio that the Participant's Compensation for the Plan Year bears to the Compensation for that Plan Year of all Participants entitled to share in the contribution. [ ] (2) Integrated Allocation Contributions to Employer Contributions Accounts with respect to a Plan Year, plus any forfeitures if forfeitures are reallocated to Participants, shall be allocated to the Employer Contributions Account of each eligible Participant as follows: (a) First, in the ratio that each such eligible Participant's Compensation for the Plan Year bears to the Compensation for that Plan Year of all eligible Participants but not in excess of 3% of each Participant's Compensation. (b) Second, any remaining contributions and forfeitures will be allocated in the ratio that each eligible Participant's Compensation for the Plan Year in excess of the Integration Level bears to all such Participants' excess Compensation for the Plan Year but not in excess of 3%. 14 (c) Third, any remaining contributions and forfeitures will be allocated in the ratio that the sum of each Participant's Compensation and Compensation in excess of the Integration Level bears to the sum of all Participants' Compensation and Compensation in excess of the Integration Level, but not in excess of the Maximum Profit-Sharing Disparity Rate (defined below). (d) Fourth, any remaining contributions or forfeitures will be allocated in the ratio that each Participant's Compensation for that year bears to all Participants' Compensation for that year. The Maximum Profit sharing Disparity Rate is equal to the lesser of: (a) 2.7% or (b) The applicable percentage determined in accordance with the following table: If the Integration Level is (as a % of the Taxable Wage Base ("TWB")). The applicable percentage is: 20% (or $10,000 if greater) or less of the TWB 2.7% More than 20% (but not less than $10,001 but not more than 80% of the TWB 1.3% More than 80% but not less than 100% of the TWB 2.4% 100% of the TWB 2.7% 15 C. PARTICIPANTS ELIGIBLE FOR EMPLOYER CONTRIBUTION ALLOCATION The following Participants shall be eligible for an allocation to their Employer Contributions Account (select all those applicable): [ ] (1) Any Participant who was employed during the Plan Year. [ ] (2) In the case of a Plan using the hourly record method for determining Vesting Service, any Participant who was credited with a Year of Service during the Plan Year. [ ] (3) Any Participant who was employed on the last day of the Plan Year. [ ] (4) Any Participant who was on a leave of absence on the last day of the Plan Year. [ ] (5) Any Participant who during the Plan Year died or became Disabled while an Employee or terminated employment after attaining Normal Retirement Age. [ ] (6) Any Participant who was credited with at least 501 Hours of Service whether or not employed on the last day of the Plan Year. [ ] (7) Any Participant who was credited with at least 1,000 Hours of Service and was employed on the last day of the Plan Year. ARTICLE V. THRIFT CONTRIBUTIONS A. EMPLOYEE THRIFT CONTRIBUTIONS If selected below, Employee Thrift Contributions, which are required for Matching Thrift Contributions, may be made by a Participant in an amount equal to (select one): [ ] (1) A dollar amount or a percentage of the Participant's Compensation which may not be less than _____% nor may not exceed ____% of his or her Compensation. [ ] (2) An amount not less than _____% of and not more than _____% of each Participant's Compensation. 16 B. MAKING AND MODIFYING AN EMPLOYEE THRIFT CONTRIBUTION ELECTION A Participant shall be entitled to increase, decrease or resume his or her Employee Thrift Contribution percentage with the following frequency during the Plan Year (select one): [ ] (1) annually [ ] (2) semi-annually [ ] (3) quarterly [ ] (4) monthly [ ] (5) other(specify):_____. Any such increase, decrease or resumption shall be effective as of the first payroll period coincident with or next following the first day of each period set forth above. A Participant may completely discontinue making Employee Thrift Contributions at any time effective for the payroll period after written notice is provided to the Administrator. C. THRIFT MATCHING CONTRIBUTIONS If selected below, the Employer will make Matching Thrift Contributions for each Plan Year (select one): [ ] (1) Discretionary Formula: A discretionary Matching Thrift Contribution equal to such a dollar amount or percentage as determined by the Employer, which shall be allocated (select one): [ ] (a) based on the ratio of each Participant's Employee Thrift Contribution for the Plan Year to the total Employee Thrift Contributions of all Participants for the Plan Year. If inserted, Matching Thrift Contributions shall be subject to a maximum amount of $_____ for each Participant or _____% of each Participant's Compensation. [ ] (b) in an amount not to exceed _____% of each Participant's first _____% of Compensation contributed as Employee Thrift Contributions for the Plan Year. If any Matching Thrift Contribution remains, it is allocated to each such Participant in an amount not to exceed _____% of the next _____% of each Participant's Compensation contributed as Employee Thrift Contributions for the Plan Year. Any remaining Matching Thrift Contribution shall be allocated to each such Participant in the ratio that such Participant's Employee Thrift Contributions for the Plan Year bears to the total Employee Thrift Contributions of all such Participants for the Plan Year. If inserted, Matching Thrift Contributions shall be subject to a maximum amount of $_____ for each Participant or ____% of each Participant's Compensation. 17 [ ] (2) Nondiscretionary Formula: A nondiscretionary Matching Thrift Contribution for each Plan Year equal to (select one): [ ] (a) _____% of each Participant's Compensation contributed as Employee Thrift Contributions. If inserted, Matching Thrift Contributions shall be subject to a maximum amount of $____ for each Participant or _____% of each Participant's Compensation. [ ] (b) _____% of the first _____% of the Participant's Compensation contributed as Employee Thrift Contributions and _____% of the next _____% of the Participant's Compensation contributed as Employee Thrift Contributions. If inserted, Matching Thrift Contributions shall be subject to a maximum amount of $_____ for each Participant or _____% of each Participant's Compensation. D. QUALIFIED MATCHING CONTRIBUTIONS If selected below, the Employer may make Qualified Matching Contributions for each Plan Year (select all those applicable): (1) In its discretion, the Employer may make Qualified Matching Contributions on behalf of (select one): [ ] (a) all Participants who make Employee Thrift Contributions. [ ] (b) only those Participants who are Nonhighly Compensated Employees and who make Employee Thrift Contributions. (2) Qualified Matching Contributions will be contributed and allocated to Each Participant in an amount equal to: [ ] (a) _____% of the Participant's Employee Thrift Contributions. If inserted, Qualified Matching Contributions shall not exceed _____% of the Participant's Compensation. [ ] (b) such an amount, determined by the Employer, which is needed to meet the ACP Test. ARTICLE VI. PARTICIPANT CONTRIBUTIONS PARTICIPANT VOLUNTARY NONDEDUCTIBLE CONTRIBUTIONS Participant Voluntary Nondeductible Contributions are (select one): [ ] (a) permitted. [x] (b) not permitted. 18 ARTICLE VII. VESTING A. EMPLOYER CONTRIBUTION ACCOUNTS (1) A Participant shall have a vested percentage in his or her Profit-sharing Contributions, Matching 401(k) Contributions and/or Matching Thrift Contributions, if applicable, in accordance with the following schedule (Select one): Matching 401(k) any/or Matching Thrift Profit Sharing Contributions Contributions [ ] [ ] (a) 100% vesting immediately upon participation. [ ] [ ] (b) 100% after _____ (not more than 5) years of Vesting Service. [x] [ ] (c) Graded vesting schedule: 0% ____% after 1 year of Vesting Service; 0% ____% after 2 years of Vesting Service; 50% ____% (not less than 20%) after 3 years of Vesting Service; 75% ____% (not less than 40%) after 4 years of Vesting Service; 100% ____% (not less than 60%) after 5 years of Vesting Service; 100% ____% (not less than 80%) after 6 years of Vesting Service; 100% after 7 years of Vesting Service. 19 (2) Top Heavy Plan Matching 401(k) any/or Matching Thrift Profit Sharing Contributions Contributions Vesting Schedule (Select one): [ ] [ ] (a) 100% vesting immediately upon participation. [ ] [ ] (b) 100% after ____ (not more than 3) years of Vesting Service. [x] [ ] (c) Graded vesting schedule: 0% ____% after 1 year of Vesting Service; 20% ____% (not less than 20%) after 2 years of Vesting Service; 50% ____% (not less than 40%) after 3 years of Vesting Service; 75% ____% (not less than 60%) after 4 years of Vesting Service; 100% ____% (not less than 80%) after 5 years of Vesting Service; 100% after 6 years of Vesting Service. Top Heavy Ratio: (a) If the adopting Employer maintains or has ever maintained a qualified defined benefit plan, for purposes of establishing present value to compute the top-heavy ratio, any benefit shall be discounted only for mortality and interest based on the following: Interest Rate 8% Mortality Table: UP'84 (b) For purposes of computing the top-heavy ratio, the valuation date shall be the last business day of each Plan Year. 20 B. ALLOCATION OF FORFEITURES Forfeitures shall be (select one from each applicable column): Matching 401(k) any/or Matching Thrift Profit Sharing Contributions Contributions [x] [ ] (1) used to reduce Employer contributions for succeeding Plan Year. [ ] [ ] (2) allocated in the succeeding Plan Year in the ratio which the Compensation of each Participant for the Plan Year bears to the total Compensation of all Participants entitled to share in the Contributions. If the Plan is integrated with Social Security, forfeitures shall be allocated in accordance with the formula elected by the Employer. C. VESTING SERVICE For purposes of determining Years of Service for Vesting Service [Select (1) or (2) and/or (3)]: [x] (1) All Years of Service shall be included. [ ] (2) Years of Service before the Participant attained age 18 shall be excluded. [ ] (3) Service with the Employer prior to the effective date of the Plan shall be excluded. ARTICLE VIII. DEFERRAL OF BENEFIT DISTRIBUTIONS, IN-SERVICE WITHDRAWALS AND LOANS A. DEFERRAL OF BENEFIT DISTRIBUTIONS 401(k) and/ Profit or Thrift Sharing [ ] [ ] If this item is checked, a Participant's vested benefit in his or her Employer Accounts shall be payable as soon as practicable after the earlier of: (1) the date the Participant terminates Employment due to Disability or (2) the end of the Plan Year in which a terminated Participant attains Early Retirement Age, if applicable, or Normal Retirement Age. 21 B. IN-SERVICE DISTRIBUTIONS [x] (1) In-service distributions may be made from any of the Participant's vested Accounts, at any time upon or after the occurrence of the following events (select all applicable): [x] (a) a Participant's attainment of age 59-1/2. [ ] (b) due to hardships as defined in Section 5.9 of the Plan. [ ] (2) In-service distributions are not permitted. C. LOANS ARE: 401(k) and/ Profit or thrift Sharing [x] [ ] (1) permitted [ ] [ ] (2) not permitted ARTICLE IX. GROUP TRUST [ ] If this item is checked, the Employer elects to establish a Group Trust consisting of such Plan assets as shall from time to time be transferred to the Trustee pursuant to Article X of the Plan. The Trust Fund shall be a Group Trust consisting of assets of this Plan plus assets of the following plans of the Employer or of an Affiliate:_________. ARTICLE X. MISCELLANEOUS A. IDENTIFICATION OF SPONSOR The address and telephone number of the Sponsor's authorized representative is 800 Scudders Mill Road, Plainsboro, New Jersey 08536; (609) 282-2272. This authorized representative can answer inquiries regarding the adoption of the Plan, the intended meaning of any Plan provisions, and the effect of the opinion letter. The Sponsor will inform the adopting Employer of any amendments made to the Plan or the discontinuance or abandonment of the Plan. 22 B. PLAN REGISTRATION 1. INITIAL REGISTRATION This Plan must be registered with the Sponsor, Merrill Lynch, Pierce, Fenner & Smith Incorporated, in order to be considered a Prototype Plan by the Sponsor. Registration is required so that the Sponsor is able to provide the Administrator with documents, forms and announcements relating to the administration of the Plan and with Plan amendments and other documents, all of which relate to administering the Plan in accordance with applicable law and maintaining compliance of the Plan with the law. The Employer must complete and sign the Adoption Agreement. Upon receipt of the Adoption Agreement, the Plan will be registered as a Prototype Plan of Merrill Lynch, Pierce, Fenner & Smith Incorporated. The Adoption Agreement will be countersigned by an authorized representative and a copy of the countersigned Adoption Agreement will be returned to the Employer. 2. REGISTRATION RENEWAL Annual registration renewal is required in order for the Employer to continue to receive any and all necessary updating documents. There is an annual registration renewal fee in the amount set forth with the initial registration material. The adopting Employer authorizes Merrill Lynch, Pierce, Fenner & Smith Incorporated, to debit the account established for the Plan for payment of agreed upon annual fee; provided, however, if the assets of an account are invested solely in Participant-Directed Assets, a notice for this annual fee will be sent to the Employer annually. The Sponsor reserves the right to change this fee from time to time and will provide written notice in advance of any change. C. PROTOTYPE REPLACEMENT PLAN This Adoption Agreement is a replacement prototype plan for the (1) Merrill Lynch Special Prototype Defined Contribution Plan and Trust- 401(k) Plan #03-004 and (2) Merrill Lynch Asset Management, Inc., Special Prototype Defined Contribution Plan and Trust - 401(k) Plan Adoption Agreement #03-004. D. RELIANCE The adopting Employer may not rely on the opinion letter issued by the National Office of the Internal Revenue Service as evidence that this Plan is qualified under Code Section 401. In order to obtain reliance, the Employer must apply to the appropriate Key District Director of the Internal Revenue Service for a determination letter with respect to the Plan. 23 EMPLOYER'S SIGNATURE Name of Employer. REPUBLIC NATIONAL BANK OF MIAMI By:/s/ ROBERT L. BROMBERG --------------------------------------------------- Authorized Signature ROBERT BROMBERG ___________________________________________________ Print Name SENIOR VICE PRESIDENT & HUMAN RESOURCES DIRECTOR ___________________________________________________ Title Dated: 2/20, 1998 ----------- TO BE COMPLETED BY MERRILL LYNCH: Sponsor Acceptance: Subject to the terms and conditions of the Prototype Plan and this Adoption Agreement, this Adoption Agreement is accepted by Merrill Lynch, Pierce, Fenner & Smith Incorporated as the Prototype Sponsor. Authorized Signature: FRANKIE WALSH --------------------------------------------------------------------- 24 THE MERRILL LYNCH TRUST COMPANIES AS TRUSTEE This Trustee Acceptance and designation of Investment Committee are to be completed only when a Merrill Lynch Trust Company is appointed as Trustee. TO BE COMPLETED BY THE EMPLOYER: DESIGNATION OF INVESTMENT COMMITTEE The Investment Committee for the Plan is (print or type names): Name: ROBERT BROMBERG SENIOR VICE PRESIDENT & HUMAN RESOURCES DIRECTOR ------------------------------------------------------------------ Name: BERNARDO M. ARGUDIN EXECUTIVE VICE PRESIDENT & CFO ------------------------------------------------------------------ Name: ------------------------------------------------------------------ Name: ------------------------------------------------------------------ Name: ------------------------------------------------------------------ Name: ------------------------------------------------------------------ TO BE COMPLETED BY MERRILL LYNCH TRUST COMPANY: ACCEPTANCE BY TRUSTEE: The undersigned hereby accept all of the terms, conditions, and obligations of appointment as Trustee under the Plan. If the Employer has elected a Group Trust in this Adoption Agreement, the undersigned Trustee(s) shall be the Trustee(s) of the Group Trust. SEAL MERRILL LYNCH TRUST COMPANY [Florida] By: Melanie Medina Dated:4/9, 1998 25 -----END PRIVACY-ENHANCED MESSAGE-----