The information set forth in Item 5.01 is incorporated by reference into this Item 2.01.

On December 6, 2006, the Company notified NASDAQ that, effective upon completion of the Acquisition, each outstanding share of the Company’s common stock, par value $0.01 per share (the “Company Common Stock”), will be canceled and, in the case of all such shares (other than those shares (“Dissenting Shares”) owned by Republic stockholders who have properly perfected their appraisal rights under Delaware law), converted into the right to receive $20.40 in cash, without interest. The Company also requested that NASDAQ file with the Securities and Exchange Commission (the “SEC”) an application on Form 25 to report the removal from listing of the shares of Company Common Stock on NASDAQ.

Pursuant to the Agreement, each outstanding share of Company Common Stock issued and outstanding immediately prior to the effective time of the Acquisition has been canceled and, in the case of all such shares other than Dissenting Shares, converted into the right to receive $20.40 in cash, without interest.

On December 7, 2006, pursuant to the Agreement, Merger Sub merged with and into the Company and the Company became an indirect wholly-owned subsidiary of Delek. In connection therewith, each outstanding share of Company Common Stock was canceled and, in the case of all such shares other than Dissenting Shares, converted into the right to receive $20.40 in cash, without interest. The Amended and Restated Employment Agreement, dated September 14, 2006, between Parker W. Rush, the Chief Executive Officer and President of the Company, and the Company provides that prior to an initial public offering of shares of the Company’s common stock, Mr. Rush will be a member of the board of directors of the Company and Republic Underwriters Insurance Company.

The aggregate merger consideration paid for all of the shares of the Company Common Stock was approximately $290 million on a fully diluted basis. Delek Capital funded approximately $220 million of the merger consideration from the proceeds of a new bank loan from Bank Leumi USA, approximately $50 million of the merger consideration from the proceeds of a new bank loan from The Frost National Bank, and the balance of the merger consideration from available cash.

Effective upon completion of the Acquisition, on December 7, 2006, each of Bruce W. Schnitzer, Scott L. Bok, Robert H. Kullas, Patrick K. McGee, Robert H. Sheridan, III and John L. Ware ceased serving as directors of the Company.

On December 7, 2006, Republic issued a press release announcing the consummation of the Acquisition, attached hereto as Exhibit 99.1.

(c) Exhibits: