PROSPECTUS SUPPLEMENT
(To Prospectus Dated May 7, 1993)
$200,000,000
LOGO
Republic New York Corporation
7 3/4% Subordinated Notes Due 2009
The 7 3/4% Subordinated Notes due 2009 (the "Notes")
will mature on May 15, 2009 and are not redeemable prior to maturity.
Interest on the Notes will be payable semiannually on May 15 and
November 15 of each year (each an "Interest Payment Date"), commencing
with the Interest Payment Date on November 15, 1994.
The Notes are direct unsecured general obligations of Republic
New York Corporation (the "Corporation") and are subordinated to
all present and future Senior Indebtedness of the Corporation as
defined in the accompanying Prospectus. The Notes are being issued
under an indenture which provides for the right of acceleration of
the payment of principal of the Notes upon the bankruptcy or
insolvency of the Corporation or the insolvency or appointment of
a receiver for the Corporation's principal subsidiary, Republic
National Bank of New York, but, unlike issuances of the
Corporation's subordinated debt securities under the Corporation's
other subordinated indentures, does not provide for the right of
acceleration of the payment of principal of the Notes upon default
in the payment of principal or interest or in the performance of
any covenant contained in the indenture under which the Notes are
being issued. See "Description of Notes - Subordination of Notes
to Senior Indebtedness" and "Description of Debt Securities -
Events of Default, Notice and Waiver" in the accompanying
Prospectus.
The Notes will be issued and transferable in fully registered
book-entry form. Ownership interests in the Notes will be shown
on, and transfers thereof will be effected only through, records
maintained by The Depository Trust Company, as Depository, and its
participants. Except as provided herein, Notes in definitive form
will not be issued. See "Description of Debt Securities - Book-
Entry Securities" in the accompanying Prospectus.
THE NOTES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS
OF ANY BANK OR NONBANK SUBSIDIARY OF THE CORPORATION AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIESAND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NORHAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATESECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACYOF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
Price to Underwriting Proceeds to
Public (1) Discount Corporation(1)(2)
<S> <C> <C> <C>
Per Note.......... 99.261% .439% 98.822%
Total............. $198,522,000 $878,000 $197,644,000
<FN>
<F1>(1) Plus accrued interest, if any, from May 12, 1994 to date of
delivery.
<F2>(2) Before deducting expenses payable by the Corporation estimated
to be $75,000.
</TABLE>
The Notes offered by this Prospectus Supplement are offered
by the Underwriter subject to prior sale, withdrawal, cancellation
or modification of the offer, to delivery to and acceptance by the
Underwriter and to certain further conditions. It is expected
that delivery of the Notes will be made through the facilities of
The Depository Trust Company on or about May 12, 1994.
LEHMAN BROTHERS
May 5, 1994
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-
ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE
MARKET PRICE OF THE NOTES OFFERED HEREBY AT A LEVEL ABOVE THAT
WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
REPUBLIC NEW YORK CORPORATION
The Corporation is a bank holding company incorporated in
Maryland. At December 31, 1993, the Corporation had consolidated
total assets of $39.5 billion and stockholders' equity of $2.7
billion. Its principal asset is the capital stock of Republic
National Bank of New York (the "Bank"). Management expects that
the Bank will remain the Corporation's principal asset and source
of revenue and net income in the foreseeable future. As of
December 31, 1993, the Bank accounted for approximately 75% of the
consolidated assets of the Corporation, approximately 75% of the
consolidated revenues and 85% of consolidated net income of the
Corporation. Based on total assets at December 31, 1993, the
Corporation was the twentieth largest bank holding company in the
United States.
The Bank is a commercial bank which provides a variety of
banking and financial services on a worldwide basis to
corporations, financial institutions, governments and individuals.
At December 31, 1993, the Bank had total assets of $29.7 billion,
total deposits of $19.2 billion and total stockholder's equity of
$2.2 billion. Based on total deposits at December 31, 1993, the
Bank was the fifteenth largest commercial bank in the United
States. The Bank owns approximately 49% of Safra Republic
Holdings S.A. ("Safra Republic"), a European-based bank holding
company with five banking subsidiaries located in France,
Gibraltar, Guernsey, Luxembourg and Switzerland.
The Corporation's other significant bank subsidiary is
Republic Bank for Savings ("RBS") (formerly known as The Manhattan
Savings Bank). At December 31, 1993, RBS had total assets of $6.1
billion, total deposits of $4.8 billion and total stockholder's
equity of $478 million.
APPLICATION OF PROCEEDS
The net proceeds to be received by the Corporation from the
sale of the Notes offered hereby will be used for general corporate
purposes, including, from time to time, the redemption or the
purchase, in the open market or in privately negotiated
transactions, of outstanding indebtedness or preferred stock of the
Corporation and the making of advances to its subsidiaries,
principally, the Bank. Such advances may require the approval of
bank regulatory authorities, and, pending ultimate application, the
net proceeds may be used to make short-term investments or to
reduce short-term borrowings. Management anticipates that the
Corporation may, from time to time, engage in additional debt
financings.
S-2
SUMMARY FINANCIAL INFORMATION
The following table sets forth, in summary form, certain
financial data of the Corporation for each of the years in the
five-year period ended December 31, 1993, and is qualified in its
entirety by the detailed information and consolidated financial
statements included in the documents incorporated by reference in
the accompanying Prospectus.
<TABLE>
<CAPTION>
Years Ended December 31,
-------------------------------------------------------------------------
1989 1990 1991 1992 1993
---- ---- ---- ---- ----
(dollars in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
Consolidated Summary of Income:
Net interest income............................ $ 356,866 $ 457,324 $ 581,246 $ 720,364 $ 775,851
Provision for loan losses...................... 209,000 40,000 62,000 120,000 85,000
Net interest income after provision
for loan losses .......................... 147,866 417,324 519,246 600,364 690,851
Other operating income ........................ 278,183 270,584 271,433 302,247 395,472
Other operating expenses....................... 369,999 464,583 502,933 555,342 634,965
Income before income taxes..................... 56,050 223,325 287,746 347,269 451,358
Net income..................................... 23,997 201,220 227,360 258,883 301,205
Net income applicable to common stock.......... 1,223 180,177 204,627 230,497 272,790
Per Share of Common Stock:
Net income per share (after dividends on
preferred stock):
Primary................................ $ .03 $ 3.62 $ 3.95 $ 4.42 $ 5.20
Fully diluted.......................... .03 3.62 3.90 4.32 5.05
Book value..................................... 23.44 26.61 29.60 32.71 41.57
Dividends declared............................. 85 .88 .95 1.00 1.08
Dividend Payout Ratio(1)<F2>.......................... *<F1> 24.56% 24.10% 22.67% 20.80
Average Number of Common Shares Outstanding
(in thousands):
Primary........................................ 45,223 49,726 51,852 52,204 52,466
Fully diluted.................................. 45,223 49,726 54,292 56,020 56,321
Consolidated Average Balances:
Interest-bearing deposits with banks........... $ 9,141,358 $ 8,030,285 $ 8,558,149 $ 7,792,737 $ 7,452,339
Investment securities.......................... 4,467,388 6,394,720 7,892,363 11,927,912 14,177,927
Loans, net of unearned income.................. 8,366,561 10,603,379 9,623,397 8,732,432 8,890,559
Interest-earning assets........................ 23,695,247 26,370,288 27,025,728 29,962,625 32,560,058
Total assets................................... 27,914,609 30,858,023 31,114,281 33,667,270 37,371,326
Total deposits................................. 18,265,587 19,409,957 19,413,886 18,634,036 20,951,074
Total long-term debt........................... 2,641,185 2,389,401 2,562,166 4,148,477 4,637,595
Preferred stock................................ 309,425 309,425 403,260 540,984 556,425
Common stockholders' equity.................... 1,105,036 1,242,375 1,440,897 1,625,157 1,808,857
Return on:
Average interest-earning assets(2)<F3>.......... .10% .76% .84% .86% .93
Average total assets(2)<F3>..................... .09 .65 .73 .77 .81
Average common stockholders' equity(3)<F4>...... .11 14.50 14.20 14.18 15.08
Average Stockholders' Equity (4)<F5> to:
Average total assets............................ 5.07% 5.03% 5.93% 6.43% 6.33
Average loans, net of unearned income........... 16.91 14.63 19.16 24.81 26.60
Consolidated Ratio of Earnings to Fixed
Charges(5)<F6>:
Excluding interest on deposits.................. 1.12x 1.38x 1.60x 1.66x 1.94
Including interest on deposits.................. 1.03 1.11 1.17 1.26 1.39
- ----------------
<FN>
<F1> * Not meaningful.
<F2>(1) Calculated as dividends declared on common stock divided by net income applicable to common stock.
<F3>(2) Based on net income.
<F4>(3) Based on net income applicable to common stock.
<F5>(4) Stockholders' equity includes preferred stock and common stockholders' equity.
<F6>(5) For the purpose of computing the consolidated ratio of earnings to fixed charges, earnings represent consolidated
income before income taxes plus fixed charges. Fixed charges excluding interest on deposits consist of interest on
long-term debt and short-term borrowings and one-third of rental expense (which is deemed representative of the interest
factor). Fixed charges including interest on deposits consist of the foregoing items plus interest on deposits.
</TABLE>
S-3
DESCRIPTION OF NOTES
The following description of the particular terms of the Notes
offered hereby (referred to herein as the "Notes" and in the
accompanying Prospectus as the "Subordinated Securities")
supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions of the Securities
set forth in the accompanying Prospectus, to which description
reference is hereby made.
General
The Notes offered hereby will be limited to $200,000,000
aggregate principal amount and will mature on May 15, 2009.
Interest on the Notes will accrue from May 12, 1994, at the rate
per annum shown on the cover page of this Prospectus Supplement,
and will be payable semiannually on May 15 and November 15 of each
year, beginning on November 15, 1994, to the persons in whose names
the Notes are registered at the close of business on the preceding
May 1 and November 1, respectively. The Notes will be issued under
an Indenture dated as of October 15, 1992, as supplemented by a
First Supplemental Indenture dated as of April 15, 1993 (the "1992
Subordinated Indenture") between the Corporation and Citibank, N.A.
(the "Trustee"). The following statements are brief summaries of
certain provisions contained in the 1992 Subordinated Indenture,
do not purport to be complete and are qualified in their entirety
by reference to the 1992 Subordinated Indenture, a copy of which
has been filed as an exhibit to the Registration Statement and is
also available for inspection at the corporate trust office of the
Trustee at 120 Wall Street, 13th Floor, New York, New York.
Unless otherwise defined herein, any defined terms used below shall
have the meanings assigned in the 1992 Subordinated Indenture.
The Notes are direct, unsecured general obligations of the
Corporation and, as described below, are subordinated in right of
payment to Senior Indebtedness (as defined in the 1992 Subordinated
Indenture) of the Corporation. The ability of the Corporation to
pay the principal of and interest on the Notes will be dependent,
to a substantial degree, upon the payment of dividends and other
charges to the Corporation by its principal banking subsidiaries,
the Bank and RBS. For a discussion of the status of certain rights
of the Corporation in respect of the Bank and RBS and certain
limitations on the relationship among them which affect holders of
the Notes, see "Republic New York Corporation" in the accompanying
Prospectus.
The Notes will be represented by one or more global notes
(each a "Global Note") registered in the name of The Depository
Trust Company, or its nominee or any successor thereof (the
"Depository"). Except as set forth in the accompanying Prospectus,
the Notes will not be exchangeable for certificated forms of Notes.
See "Description of Debt Securities - Book-Entry Securities" in the
accompanying Prospectus.
Principal and interest will be payable at the office or agency
of the Corporation maintained for such purpose in the Borough of
Manhattan, The City of New York (which will initially be the
corporate trust office of the Trustee), except that, at the option
of the Corporation, interest may be paid by check mailed to the
address of the Person entitled thereto as such address shall appear
in the Security Register. Payments on the Notes to an owner of
beneficial interest in a Global Note will be made as described in
the accompanying Prospectus under "Description of Debt
Securities - Book-Entry Securities".
The Notes will be issued and transferable only in fully
registered book-entry form in denominations of $1,000 and integral
multiples thereof.
The Notes will not be redeemable prior to maturity. The Notes
do not provide for any sinking fund.
The Notes are not savings accounts, deposits or other
obligations of any bank or nonbank subsidiary of the Corporation
and are not insured by the Federal Deposit Insurance Corporation
or any other governmental agency or instrumentality.
The Notes are intended to be included as regulatory capital
under interpretations of the Board of Governors of the Federal
Reserve System relating to subordinated debt issued after September
4, 1992, and as a result, contain subordination and acceleration
provisions different from, and covenants more limited than,
issuances of the Corporation's Subordinated Securities under the
Corporation's subordinated
S-4
indentures other than the 1992 Subordinated Indenture. See
"Description of Debt Securities - The Indentures" in the
accompanying Prospectus.
Subordination of Notes to Senior Indebtedness
The payment of the principal of and interest on the Notes is
subordinated in right of payment, as set forth in the 1992
Subordinated Indenture, to the prior payment in full of all Senior
Indebtedness and, in certain circumstances relating to the
insolvency of the Corporation, to the Other Obligations (consisting
of certain obligations associated with derivative products),
whether outstanding on the date of the 1992 Subordinated Indenture
or thereafter incurred. At December 31, 1993, the Senior
Indebtedness, including Other Obligations, was approximately $1,087
million.
The terms "Senior Indebtedness" and "Other Obligations" are
defined in the 1992 Subordinated Indenture and in the accompanying
Prospectus. See "Description of Debt Securities - Subordination
of Subordinated Securities". The definition of Senior Indebtedness
in the 1992 Subordinated Indenture is broader than the similar term
in the Corporation's 1986 Subordinated Indenture and, as a result,
the Notes are subordinated to, among other things, the Other
Obligations included in the definition of Senior Indebtedness in
the 1992 Subordinated Indenture. See "Description of Debt
Securities - Subordination of the Subordinated Securities - 1992
Subordinated Indenture" in the accompanying Prospectus.
In the event of default in the payment of principal of (or
premium, if any) or interest on any Senior Indebtedness (other than
Other Obligations) or the principal of Subordinated Securities
shall have been declared due and payable, the holders of Senior
Indebtedness (other than Other Obligations) will generally be
entitled to receive payment of amounts due thereon before payments
are made to the holders of the Notes or other Subordinated
Securities. See "Description of Debt Securities - Subordination
of Subordinated Securities - Subordination Provisions" in the
accompanying Prospectus.
Upon any payment or distribution of assets to creditors upon
bankruptcy, insolvency, receivership or similar proceedings of the
Corporation, (i) the holders of all Senior Indebtedness (other than
Other Obligations) will first be entitled to receive payment in
full of all amounts due or to become due thereon before holders of
the Notes will be entitled to receive any payment in respect of the
principal or interest on the Notes and (ii) if, after giving effect
to the operation of clause (i) above, amounts remain available for
payment or distribution in respect of the Notes (any such
remaining amount being defined in the 1992 Subordinated Indenture
as the "Excess Proceeds") and creditors in respect of Other
Obligations have not received payment in full of all amounts due
or to become due thereon, such Excess Proceeds shall first be
applied to pay or provide for the payment in full of all such Other
Obligations before any payment or distribution may be made in
respect of the Notes. See "Description of Debt Securities -
Subordination of Subordinated Securities - Subordination
Provisions" in the accompanying Prospectus.
By reason of such subordination, in the event of insolvency
of the Corporation, holders of the Notes may recover less, ratably,
than holders of Senior Indebtedness and Other Obligations and may
also recover less, ratably, than holders of Existing Subordinated
Indebtedness and other creditors of the Corporation. See
"Description of Debt Securities - Subordination of Subordinated
Securities - Subordination Provisions," and for principal amounts
outstanding of other issues of the Corporation's subordinated debt,
see "Description of Debt Securities - Outstanding Amount of
Subordinated Securities" in the accompanying Prospectus.
UNDERWRITING
Subject to the terms and conditions set forth in an
underwriting agreement (the "Underwriting Agreement"), the
Corporation has agreed to sell to Lehman Brothers Inc. (the
"Underwriter"), and the Underwriter has agreed to purchase, all of
the $200,000,000 principal amount of the Notes offered hereby if
any Notes are purchased.
S-5
The Corporation has been advised by the Underwriter that it
proposes initially to offer the Notes to the public at the public
offering price set forth on the cover page of this Prospectus
Supplement, and to certain dealers at such price less a concession
not in excess of .300% of the principal amount of the Notes. The
Underwriter may allow and such dealers may reallow a concession not
in excess of .250% of such principal amount. After the initial
public offering, the public offering price and such concessions may
be changed.
The Notes are a new issue of securities with no established
trading market. The Corporation has been advised by the
Underwriter that it intends to make a market in the Notes but is
not obligated to do so and may discontinue market making at any
time without notice. No assurance can be given as to the liquidity
of the trading market for the Notes.
The Underwriting Agreement provides that the Corporation will
indemnify the Underwriter against certain liabilities, including
liabilities under the Securities Act of 1933, or contribute to
payments the Underwriter may be required to make in respect
thereof.
LEGAL OPINIONS
The legality of the Notes offered hereby will be passed upon
for the Corporation by Shearman & Sterling, 599 Lexington Avenue,
New York, New York 10022, counsel to the Corporation, and for the
Underwriter by Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth
Avenue, New York, New York 10019, counsel to the Underwriter. Such
counsel will rely as to matters of Maryland law on the opinion of
Piper & Marbury, Charles Center South, 36 South Charles Street,
Baltimore, Maryland 21201. Cravath, Swaine & Moore has provided
legal services to the Corporation and its subsidiaries from time
to time.
S-6
No dealer, salesman or other person has been authorized to
give any information or to make any representation not contained
in this Prospectus or the accompanying Prospectus Supplement and,
if given or made, such information or representation must not be
relied upon as having been authorized by the Corporation or any
agent or the Underwriter. This Prospectus and the accompanying
Prospectus Supplement do not constitute an offer to sell or a
solicitation of an offer to buy any of the securities offered
hereby in any jurisdiction to any person to whom it is unlawful to
make such offer in such jurisdiction. Neither the delivery of this
Prospectus or any Prospectus Supplement nor any sale made hereunder
or thereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the
Corporation since the date hereof.
- ----------------
Table of Contents
Prospectus Supplement
Page
Republic New York Corporation............. S-2
Application of Proceeds................... S-2
Summary Financial Information............. S-3
Description of Notes...................... S-4
Underwriting.............................. S-5
Legal Opinions............................ S-6
Prospectus
(Selected Provisions)
Incorporation of Certain Documents by
Reference.............................. 2
Available Information..................... 2
Republic New York Corporation............. 3
Application of Proceeds.................. 7
Description of Debt Securities............ 7
Description of Debt Warrants.............. 19
Description of the Corporation's
Outstanding Capital Stock.............. 43
Plan of Distribution...................... 45
Global Clearance, Settlement and
Tax Documentation Procedures.......... 46
Legal Opinions............................ 50
Experts................................... 50
LOGO
$200,000,000
Republic New York
Corporation
7 3/4% Subordinated Notes
Due 2009
PROSPECTUS SUPPLEMENT
May 5, 1994
LEHMAN BROTHERS
