The pact, valued at $400 million including assumed debt, calls for Dallas-based Centex to acquire Republic for a cash consideration equal to $17.50 per share plus a pro rata portion of the Premier termination fee if it is received by Republic. It also provides for a $10 million break-up fee payable by Republic if it enters into a merger agreement with Centex and the deal is terminated under certain circumstances.

The Centex-Republic agreement falls on the heels of a Republic-Premier definitive merger pact. Premier is an affiliate of Integrated Capital Associates Inc. of San Francisco. Premier is seeking to acquire Republic via a stockholder payout of $19 per share. If Premier fails to complete its financing arrangements and close the merger, Premier is to pay liquidated damages og $12 million to Republic. Centex came to the table as a back-up measure after Republic rejected its proposal and decided to initiate a merger with Premier.

"Naturally, we are disappointed that we are not the winning bidder, but we continue to have a serious interest in Republic," says Dick Jones, Centex president and CEO.