SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Act of 1934
Date of Report: May 23, 1994
REPUBLIC NEW YORK CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 1-7436 13-2764867
(State or other (Commission file (IRS Employer of
jurisdiction of number) Identification No.)
incorporation)
452 Fifth Avenue, New York, New York 10018
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 525-6100
ITEM 5. OTHER EVENTS
In connection with the filing of a Prospectus Supplement dated
May 16, 1994 relating to the offering of 6,000,000 Depositary Shares,
each representing a one-fourth interest in a share of Adjustable Rate
Cumulative Preferred Stock, Series D ($100 Stated Value), the
Corporation is hereby filing the documents listed under Item 7 below as
Exhibits to the Corporation's Shelf Registration Statement, as amended
(Registration No. 33-49507). Such documents are hereby incorporated
herein by reference in this Current Report on Form 8-K and
copies of the same are attached hereto as exhibits.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
c. Exhibits
4(u) Articles Supplementary, classifying shares of the
Corporation's Adjustable Rate Cumulative Preferred
Stock, Series D ($100 Stated Value), dated May 23,
1994.
12(b) Calculation of Ratios of Earnings to Combined Fixed
Charges and Preferred Stock Dividends-Consolidated
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT
OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED HEREUNTO DULY AUTHORIZED.
REPUBLIC NEW YORK CORPORATION
By:/s/William F. Rosenblum, Jr.
Senior Vice President
Date: May 23, 1994
EXHIBIT INDEX
EXHIBIT DESCRIPTION
4(u) Articles Supplementary, classifying shares of the
Corporation's Adjustable Rate Cumulative Preferred
Stock, Series D ($100 Stated Value), dated May 23, 1994.
12(b) Calculation of Ratios of Earnings to Combined Fixed
Charges and Preferred Stock Dividends - Consolidated
EXHIBIT 4(U)
REPUBLIC NEW YORK CORPORATION
ARTICLES SUPPLEMENTARY
REPUBLIC NEW YORK CORPORATION, a Maryland corporation having its
principal Maryland office in the City of Baltimore, State of
Maryland (hereinafter called the "Corporation"), hereby certifies
to the State Department of Assessments and Taxation of Maryland
that:
FIRST: Pursuant to authority expressly vested in the Board of
Directors of the Corporation by Article FIFTH of the Charter of the
Corporation, the Board of Directors has authorized the
classification of 1,500,000 of the 11,869,000 shares of Preferred
Stock (the "Preferred Stock") which the Corporation now has
authority to issue into a series designated the Adjustable Rate
Cumulative Preferred Stock, Series D, and has provided for the
issuance of such series.
SECOND: The number of shares and terms of the Adjustable Rate
Cumulative Preferred Stock, Series D, as set by the Finance
Committee of the Board of Directors pursuant to authority duly
delegated by the Board of Directors are as follows:
1. Adjustable Rate Cumulative Preferred Stock, Series D.
1,500,000 shares of Preferred Stock of the Corporation, without par
value, are hereby constituted as the original number of shares of
a series of Preferred Stock designated as Adjustable Rate
Cumulative Preferred Stock, Series D (the "Adjustable Rate
Cumulative Preferred Stock, Series D"). The Adjustable Rate
Cumulative Preferred Stock, Series D, is issuable in whole or
fractional shares. The Adjustable Rate Cumulative Preferred Stock,
Series D, shall be of a stated value of $100 per share (the "Stated
Value"). The term "Charter" when used herein shall include all
Articles of Incorporation and all amendments and supplements
thereto.
2. Dividends. The holders of the Adjustable Rate Cumulative
Preferred Stock, Series D, will be entitled to receive, but only
when and as declared by the Board of Directors out of funds legally
available for the purpose, cumulative cash dividends. The initial
dividend for the dividend period commencing May 23, 1994, to June
30, 1994 (the "Initial Period"), will be payable at the Initial
Period Rate (as defined below), and will be payable on July 1,
1994. Thereafter, dividends on the Adjustable Rate Cumulative
Preferred Stock, Series D, will be payable quarterly, as, if and
when declared by the Board of Directors of the Corporation on
January 1, April 1, July 1 and October 1 of each year at the
Applicable Rate (as defined herein) from time to time in effect.
The Applicable Rate for any dividend period will be equal to 81%
of the highest of the Treasury Bill Rate, the Ten Year Constant
Maturity Rate and the Thirty Year Constant Maturity Rate (each as
defined herein), as determined in advance of such dividend period.
The Applicable Rate for any dividend period will not be less than
4.5% per annum nor greater than 10.5% per annum.
The amount of dividends payable for the Initial Period or any
period shorter than a full dividend period shall be calculated on
the basis of a 360-day year consisting of twelve 30-day months and
the actual number of days elapsed in the dividend period for which
dividends are payable, and by multiplying the Applicable Rate by
$100. If in any quarterly dividend period (being the period
between such dividend payment dates or, in the case of the Initial
Period, from the date of original issuance to and including June
30, 1994) dividends at the Applicable Rate per share per annum
shall not have been paid or declared and set apart for payment on
all outstanding shares of Adjustable Rate Cumulative Preferred
Stock, Series D, for such quarterly dividend period and all
preceding quarterly dividend periods from and after the first day
from which dividends are cumulative, then the aggregate deficiency
shall be declared and fully paid or set apart for payment, but
without interest, before (i) any dividends or other distributions
(excluding dividends paid in shares of, or options, warrants or
rights to subscribe for or purchase shares of, Common Stock of the
Corporation or shares of any other capital stock of the Corporation
ranking junior to the Adjustable Rate Cumulative Preferred Stock,
Series D, with respect to the payment of dividends and distribution
of assets upon liquidation, dissolution or winding up of the
Corporation) shall be declared and paid or set apart for payment
on the Common Stock or on any other capital stock of the
Corporation ranking junior to the Adjustable Rate Cumulative
Preferred Stock, Series D, with respect to the payment of
dividends, or (ii) the Corporation shall purchase, redeem or
otherwise acquire any shares of Preferred Stock or any shares of
capital stock of the Corporation ranking on a parity with or junior
to the Adjustable Rate Cumulative Preferred Stock, Series D, with
respect to the payment of dividends, except by conversion into or
exchange for capital stock of the Corporation ranking junior to the
Adjustable Rate Cumulative Preferred Stock, Series D, with respect
to the payment of dividends and distribution of assets upon
liquidation, dissolution or winding up of the Corporation;
provided, however, that any moneys set aside in trust as a sinking
fund payment for any series of Preferred Stock pursuant to the
resolutions providing for the issue of shares of such series may
thereafter be applied to the purchase or redemption of Preferred
Stock of such series whether or not at the time of such application
full cumulative dividends upon the outstanding Adjustable Rate
Cumulative Preferred Stock, Series D, shall have been paid or
declared and set apart for payment. If a dividend payment date is
not a business day, dividends (if declared) on the Adjustable Rate
Cumulative Preferred Stock, Series D, will be paid on the
immediately succeeding business day, without interest. Each such
dividend will be payable to holders of record as they appear on the
stock books of the Corporation on such record dates, not more than
30 nor less than 15 days preceding the payment dates thereof, as
shall be fixed by the Board of Directors thereof.
3. Adjustable Rate Dividends. The Initial Period Rate will be
equal to 6.05% per annum, equivalent to $0.64 per share of
Adjustable Rate Cumulative Preferred Stock, Series D. Except as
provided below in this paragraph, the "Applicable Rate" for any
dividend period (other than the Initial Period) will be equal to
81% of the Effective Rate (as defined below), but not less than
4.5% per annum, nor more than 10.5% per annum. The "Effective
Rate" for any dividend period will be equal to the highest of the
Treasury Bill Rate, the Ten Year Constant Maturity Rate and the
Thirty Year Constant Maturity Rate (each as defined below), as
determined in advance of such dividend period. In the event that
the Corporation determines in good faith that for any reason:
(i) any one of the Treasury Bill Rate, the Ten Year Constant
Maturity Rate and the Thirty Year Constant Maturity Rate cannot
be determined for any dividend period, then the Effective Rate
for such dividend period shall be equal to the higher of
whichever two such rates can be so determined;
(ii) only one of the Treasury Bill Rate, the Ten Year
Constant Maturity Rate and the Thirty Year Constant Maturity
Rate can be determined for any dividend period, then the
Effective Rate for such dividend period shall be equal to
whichever such rate can be so determined; or
(iii) none of the Treasury Bill Rate, the Ten Year Constant
Maturity Rate and the Thirty Year Constant Maturity Rate can be
determined for any dividend period, then the Effective Rate for
the preceding dividend period shall be continued for such
dividend period.
Except as described below in this paragraph, the "Treasury Bill
Rate" for each dividend period will be the arithmetic average of
the two most recent weekly per annum market discount rates (or the
one weekly per annum market discount rate, if only one such rate
is published during the relevant Calendar Period (as defined
below)) for three-month U.S. Treasury bills, as published weekly
by the Federal Reserve Board (as defined below) during the Calendar
Period immediately preceding the last ten calendar days preceding
the dividend period for which the dividend rate on the Adjustable
Rate Cumulative Preferred Stock, Series D, is being determined.
In the event that the Federal Reserve Board does not publish such
a weekly per annum market discount rate during any such Calendar
Period, then the Treasury Bill Rate for such dividend period will
be the arithmetic average of the two most recent weekly per annum
market discount rates (or the one weekly per annum market discount
rate, if only one such rate is published during the relevant
Calendar Period) for three-month U.S. Treasury bills, as published
weekly during such Calendar Period by any Federal Reserve Bank or
by any U.S. Government department or agency selected by the
Corporation. In the event that a per annum market discount rate
for three-month U.S. Treasury bills is not published by the Federal
Reserve Board or by any Federal Reserve Bank or by any U.S.
Government department or agency during such Calendar Period, then
the Treasury Bill Rate for such dividend period will be the
arithmetic average of the two most recent weekly per annum market
discount rates (or the one weekly per annum market discount rate,
if only one such rate is published during the relevant Calendar
Period) for all of the U.S. Treasury bills then having remaining
maturities of not less than 80 nor more than 100 days, as published
during such Calendar Period by the Federal Reserve Board or, if the
Federal Reserve Board does not publish such rates, by any Federal
Reserve Bank or by any U.S. Government department or agency
selected by the Corporation. In the event that the Corporation
determines in good faith that for any reason no such U.S. Treasury
bill rates are published as provided above during such Calendar
Period, then the Treasury Bill Rate for such dividend period will
be the arithmetic average of the per annum market discount rates
based upon the closing bids during such Calendar Period for each
of the issues of marketable non-interest-bearing U.S. Treasury
securities with a remaining maturity of not less than 80 nor more
than 100 days from the date of each such quotation, as chosen and
quoted daily for each business day in New York City (or less
frequently if daily quotations are not generally available) to the
Corporation by at least three recognized dealers in U.S. Government
securities selected by the Corporation. In the event that the
Corporation determines in good faith that for any reason the
Corporation cannot determine the Treasury Bill Rate for any
dividend period as provided above in this paragraph, the Treasury
Bill Rate for such dividend period will be the arithmetic average
of the per annum market discount rates based upon the closing bids
during such Calendar Period for each of the issues of marketable
interest-bearing U.S. Treasury securities with a remaining maturity
of not less than 80 nor more than 100 days, as chosen and quoted
daily for each business day in New York City (or less frequently
if daily quotations are not generally available) to the Corporation
by at least three recognized dealers in U.S. Government securities
selected by the Corporation.
Except as described below in this paragraph, the "Ten Year
Constant Maturity Rate" for each dividend period will be the
arithmetic average of the two most recent weekly per annum Ten Year
Average Yields (as defined below) (or the one weekly per annum Ten
Year Average Yield, if only one such yield is published during the
relevant Calendar Period), as published weekly by the Federal
Reserve Board during the Calendar Period immediately preceding the
last ten calendar days preceding the dividend period for which the
dividend rate on the Adjustable Rate Cumulative Preferred Stock,
Series D, is being determined. In the event that the Federal
Reserve Board does not publish such a weekly per annum Ten Year
Average Yield during such Calendar Period, then the Ten Year
Constant Maturity Rate for such dividend period will be the
arithmetic average of the two most recent weekly per annum Ten Year
Average Yields (or the one weekly per annum Ten Year Average Yield,
if only one such yield is published during the relevant Calendar
Period), as published weekly during such Calendar Period by any
Federal Reserve Bank or by any U.S. Government department or agency
selected by the Corporation. In the event that a per annum Ten
Year Average Yield is not published by the Federal Reserve Board
or by any Federal Reserve Bank or by any U.S. Government department
or agency during such Calendar Period, then the Ten Year Constant
Maturity Rate for such dividend period will be the arithmetic
average of the two most recent weekly per annum average yields to
maturity (or the one weekly per annum average yield to maturity,
if only one such yield is published during the relevant Calendar
Period) for all of the actively traded marketable U.S. Treasury
fixed interest rate securities (other than Special Securities (as
defined below)) then having remaining maturities of not less than
eight nor more than 12 years, as published during such Calendar
Period by the Federal Reserve Board or, if the Federal Reserve
Board does not publish such yields, by any Federal Reserve Bank or
by any U.S. Government department or agency selected by the
Corporation. In the event that the Corporation determines in good
faith that for any reason the Corporation cannot determine the Ten
Year Constant Maturity Rate for any dividend period as provided
above in this paragraph, then the Ten Year Constant Maturity Rate
for such dividend period will be the arithmetic average of the per
annum average yields to maturity based upon the closing bids during
such Calendar Period for each of the issues of actively traded
marketable U.S. Treasury fixed interest rate securities (other than
Special Securities) with a final maturity date not less than eight
nor more than 12 years from the date of each such quotation, as
chosen and quoted daily for each business day in New York City (or
less frequently if daily quotations are not generally available)
to the Corporation by at least three recognized dealers in U.S.
Government securities selected by the Corporation.
Except as described below in this paragraph, the "Thirty Year
Constant Maturity Rate" for each dividend period will be the
arithmetic average of the two most recent weekly per annum Thirty
Year Average Yields (as defined below) (or the one weekly per annum
Thirty Year Average Yield, if only one such yield is published
during the relevant Calendar Period), as published weekly by the
Federal Reserve Board during the Calendar Period immediately
preceding the last ten calendar days preceding the dividend period
for which the dividend rate on the Adjustable Rate Cumulative
Preferred Stock, Series D, is being determined. In the event that
the Federal Reserve Board does not publish such a weekly per annum
Thirty Year Average Yield during such Calendar Period, then the
Thirty Year Constant Maturity Rate for such dividend period will
be the arithmetic average of the two most recent weekly per annum
Thirty Year Average Yields (or the one weekly per annum Thirty Year
Average Yield, if only one such yield is published during the
relevant Calendar Period), as published weekly during such Calendar
Period by any Federal Reserve Bank or by any U.S. Government
department or agency selected by the Corporation. In the event
that a per annum Thirty Year Average Yield is not published by the
Federal Reserve Board or by any Federal Reserve Bank or by any U.S.
Government department or agency during such Calendar Period, then
the Thirty Year Constant Maturity Rate for such dividend period
will be the arithmetic average of the two most recent weekly per
annum average yields to maturity (or the one weekly per annum
average yield to maturity, if only one such yield is published
during the relevant Calendar Period) for all of the actively traded
marketable U.S. Treasury fixed interest rate securities (other than
Special Securities) then having remaining maturities of not less
than 28 nor more than 30 years, as published during such Calendar
Period by the Federal Reserve Board or, if the Federal Reserve
Board does not publish such yields, by any Federal Reserve Bank or
by any U.S. Government department or agency selected by the
Corporation. In the event that the Corporation determines in good
faith that for any reason the Corporation cannot determine the
Thirty Year Constant Maturity Rate for any dividend period as
provided above in this paragraph, then the Thirty Year Constant
Maturity Rate for such dividend period will be the arithmetic
average of the per annum average yields to maturity based upon the
closing bids during such Calendar Period for each of the issues of
actively traded marketable U.S. Treasury fixed interest rate
securities (other than Special Securities) with a final maturity
date not less than 28 nor more than 30 years from the date of each
such quotation, as chosen and quoted daily for each business day
in New York City (or less frequently if daily quotations are not
generally available) to the Corporation by at least three
recognized dealers in U.S. Government securities selected by the
Corporation.
The Treasury Bill Rate, the Ten Year Constant Maturity Rate and
the Thirty Year Constant Maturity Rate will each be rounded to the
nearest five one-hundredths of one percent.
The Applicable Rate with respect to each dividend period (other
than the Initial Period) will be calculated as promptly as
practicable by the Corporation according to the appropriate method
described above. The Corporation will cause notice of each
Applicable Rate to be enclosed with the dividend payment checks
next mailed to the holders of the Adjustable Rate Cumulative
Preferred Stock, Series D.
As used above, the term "Calendar Period" means a period of 14
calendar days; the term "Federal Reserve Board" means the Board of
Governors of the Federal Reserve System; the term "Special
Securities" means securities which can, at the option of the
holder, be surrendered at face value in payment of any Federal
estate tax or which provide tax benefits to the holder and are
priced to reflect such tax benefits or which were originally issued
at a deep or substantial discount; the term "Ten Year Average
Yield" means the average yield to maturity for actively traded
marketable U.S. Treasury fixed interest rate securities (adjusted
to constant maturities of ten years); and the term "Thirty Year
Average Yield" means the average yield to maturity for actively
traded marketable U.S. Treasury fixed interest rate securities
(adjusted to constant maturities of 30 years).
4. Voting Rights. (i) Holders of the Adjustable Rate
Cumulative Preferred Stock, Series D, shall have no voting rights,
either general or special, except as expressly required by
applicable law, the Charter and as specified in this paragraph 4.
(ii) Whenever, at any time or times, dividends payable on
the shares of Adjustable Rate Cumulative Preferred Stock, Series D,
shall be in arrears for six consecutive calendar quarters, then at
the next annual meeting of stockholders and at any annual meeting
thereafter and at any meeting called for the election of directors,
until all dividends accumulated on the Adjustable Rate Cumulative
Preferred Stock, Series D, have been paid or declared and a sum
sufficient for payment has been set aside, the holders of the
Adjustable Rate Cumulative Preferred Stock, Series D, either alone
or together with the holders of one or more other cumulative series
of Preferred Stock at the time outstanding which are granted such
voting rights, voting as a class, shall be entitled, to the
exclusion of the holders of one or more other series or classes of
stock having general voting rights, to vote for and elect two
additional members of the Board of Directors of the Corporation,
and the holders of Common Stock together with the holders of any
series or class or classes of stock of the Corporation having
general voting rights and not then entitled to elect two members
of the Board of Directors pursuant to this paragraph 4 to the
exclusion of the holders of all series then so entitled, shall be
entitled to vote and elect the balance of the Board of Directors.
In such case the Board of Directors of the Corporation shall, as
of the date of the annual meeting of stockholders or at any meeting
called for the election of directors aforesaid, be increased by two
directors. The rights of the holders of the Adjustable Rate
Cumulative Preferred Stock, Series D, to participate (either alone
or together with the holders of one or more other cumulative series
of Preferred Stock at the time outstanding which are granted such
voting rights) in the exclusive election of two members of the
Board of Directors of the Corporation pursuant to this paragraph
4 shall continue in effect until cumulative dividends have been
paid in full or declared and a sum sufficient has been set apart
for payment on the Adjustable Rate Cumulative Preferred Stock,
Series D. At elections for such directors, each holder of
Adjustable Rate Cumulative Preferred Stock, Series D, shall be
entitled to two votes for each share of Adjustable Rate Cumulative
Preferred Stock, Series D, held of record on the record date
established for the meeting. The holders of Adjustable Rate
Cumulative Preferred Stock, Series D, shall have no right to
cumulate such shares in voting for the election of directors. At
the annual meeting of stockholders next following the termination
(by reason of the payment of all accumulated and defaulted
dividends on such stock or provision for the payment thereof by
declaration and setting apart thereof) of the exclusive voting
power pursuant to this paragraph 4 of the holders of Adjustable
Rate Cumulative Preferred Stock, Series D, and the holders of all
other cumulative series which shall have been entitled to vote for
and elect such two members of the Board of Directors of the
Corporation, the terms of office of all persons who may have been
elected directors of the Corporation by vote of such holders shall
terminate and the two vacancies created pursuant to this paragraph
4 to accommodate the exclusive right of election conferred
hereunder shall thereupon be eliminated and the Board of Directors
shall be decreased by two directors.
(iii) So long as any shares of Adjustable Rate Cumulative
Preferred Stock, Series D, remain outstanding, the affirmative vote
of the holders of at least two-thirds of the shares of Adjustable
Rate Cumulative Preferred Stock, Series D, outstanding at the time
given in person or by proxy, at any special or annual meeting
called for the purpose, shall be necessary to permit, effect or
validate any one or more of the following:
(a) The authorization, creation or issuance, or any
increase in the authorized or issued amount, of any class or
series of stock (including any class or series of Preferred
Stock) ranking prior (as set forth in paragraph 5(a)) to the
Adjustable Rate Cumulative Preferred Stock, Series D, or
(b) The authorization, creation or issuance, or any
increase in the authorized or issued amount, of any class or
series of stock (including any class or series of Preferred
Stock) which ranks on a parity (as set forth in paragraph
5(b)) with the Adjustable Rate Cumulative Preferred Stock,
Series D, unless the Articles Supplementary or other
provisions of the Charter creating or authorizing such class
or series shall provide that if in any case the stated
dividends or amounts payable on liquidation, dissolution or
winding up of the Corporation are not paid in full on the
Adjustable Rate Cumulative Preferred Stock, Series D, and all
outstanding shares of stock ranking on a parity with the
Adjustable Rate Cumulative Preferred Stock, Series D, (the
Adjustable Rate Cumulative Preferred Stock, Series D, and all
such other stock being herein called "Parity Stock"), the
shares of all Parity Stock shall share ratably (x) in the
payment of dividends, including accumulations (if any) in
accordance with the sums which would be payable on all Parity
Stock if all dividends in respect of all shares of Parity
Stock were paid in full and (y) on any distribution of assets
upon liquidation, dissolution or winding up of the Corporation
in accordance with the sums which would be payable in respect
of all shares of Parity Stock if all sums payable were
discharged in full, or
(c) The amendment, alteration or repeal, whether by merger,
consolidation or otherwise, of any of the provisions of the
Charter of the Corporation, including these Articles
Supplementary, which would materially and adversely affect any
right, preference, privilege or voting power of the Adjustable
Rate Cumulative Preferred Stock, Series D, or of the holders
thereof; provided, however, that any increase in the amount
of authorized Preferred Stock or the Corporation's Cumulative
Floating Rate Series B Preferred Stock, the Series A and
Series B Dutch Auction Rate Transferable Securities Preferred
Stock, the Money Market Cumulative Preferred Stock, the
Remarketed Preferred Stock, the $3.375 Cumulative Convertible
Preferred Stock, the $1.9375 Cumulative Preferred Stock or the
Adjustable Rate Cumulative Preferred Stock, Series D, or any
other capital stock of the Corporation, or the creation and
issuance of other series of Preferred Stock including
convertible Preferred Stock or any other capital stock of the
Corporation, in each case ranking on a parity with or junior
to the Adjustable Rate Cumulative Preferred Stock, Series D,
with respect to the payment of dividends and the distribution
of assets upon liquidation, dissolution or winding up of the
Corporation, shall not be deemed to affect materially and
adversely such rights, preferences, privileges or voting
powers.
(iv) So long as any shares of Adjustable Rate Cumulative
Preferred Stock, Series D, remain outstanding and notwithstanding
any provision of the Charter of the Corporation requiring a greater
percentage, the Corporation shall not, without the affirmative vote
of the holders of at least a majority of the votes of all Parity
Stock entitled to vote outstanding at the time, given in person or
by proxy, by resolution duly adopted at a meeting at which a quorum
was present and acting and at which the holders of Adjustable Rate
Cumulative Preferred Stock, Series D, (alone or together with the
holders of one or more other series of Parity Stock at the time
outstanding and entitled to vote) vote separately as a class, (a)
directly or indirectly, sell, transfer or otherwise dispose of, or
permit Republic National Bank of New York (the "Bank") or any other
subsidiary of the Corporation, to issue, sell, transfer or
otherwise dispose of any shares of voting stock of the Bank, or
securities convertible into or options, warrants or rights to
acquire voting stock of the Bank, unless after giving effect to any
such transaction the Bank remains a Controlled Subsidiary (as
hereinafter defined) of the Corporation or of a Qualified Successor
Company (as hereinafter defined); (b) merge or consolidate with,
or convey substantially all of its assets to any person or
corporation unless the entity surviving such merger or
consolidation or the transferee of such assets is the Corporation
or a Qualified Successor Company; or (c) permit the Bank to merge,
consolidate with, or convey substantially all of its assets to any
person or corporation unless the entity surviving such merger or
consolidation or the transferee of such assets is a Controlled
Subsidiary of the Corporation or of a Qualified Successor Company,
except in any of the foregoing cases as required to comply with
applicable law, including, without limitation, any court or
regulatory order. The term "Qualified Successor Company" shall
mean a corporation (or other similar organization or entity whether
organized under or pursuant to the laws of the United States or any
state thereof or of another jurisdiction) which (a) is or is
required to be a registered bank holding company under the United
States Bank Holding Company Act of 1956, as amended, or any
successor legislation, (b) issues to the holders of the Adjustable
Rate Cumulative Preferred Stock, Series D, in exchange for the
Adjustable Rate Cumulative Preferred Stock, Series D, shares of
preferred stock having at least the same relative rights and
preferences as the Adjustable Rate Cumulative Preferred Stock,
Series D, (the "Exchanged Stock"), (c) immediately after such
transaction has not outstanding or authorized any class of stock
or equity securities ranking prior to the Exchanged Stock with
respect to the payment of dividends or the distribution of assets
upon liquidation, dissolution or winding up of the Corporation, and
(d) holds, as a Controlled Subsidiary or Subsidiaries, either the
Bank or one or more other banking corporations which, collectively,
immediately after such transaction hold substantially all of the
assets and liabilities which the Bank held immediately prior to
such transaction (which may be in addition to other assets and
liabilities acquired in such transaction). "Controlled Subsidiary"
shall mean any corporation at least 80% of the outstanding shares
of voting stock of which shall at the time be owned directly or
indirectly by the Corporation or a Qualified Successor Company.
In connection with the exercise of the voting rights contained in
this paragraph 4(iv), holders of all series of Parity Stock which
are granted such voting rights shall vote as a class, and each
holder of Adjustable Rate Cumulative Preferred Stock, Series D,
shall have two votes for each share of stock held, and each other
series shall have such number of votes, if any, for each share of
stock held as may be granted them.
The foregoing voting provisions shall not apply as to any shares
of Adjustable Rate Cumulative Preferred Stock, Series D, if, at or
prior to the time when the act with respect to which such vote
would otherwise be required shall be effected, all outstanding
shares of Adjustable Rate Cumulative Preferred Stock, Series D,
shall have been redeemed or sufficient funds shall have been
deposited in trust in accordance with paragraph 6 to effect such
redemption.
5. Rank. For the purposes of these Articles Supplementary, any
class or classes of stock of the Corporation shall be deemed to
rank:
(a) prior to the Adjustable Rate Cumulative Preferred
Stock, Series D, as to dividends or as to distribution of
assets upon liquidation, dissolution or winding up of the
Corporation if the holders of such class shall be entitled to
the receipt of dividends or of amounts distributable upon
liquidation, dissolution or winding up, as the case may be,
in preference or priority to the holders of the Adjustable
Rate Cumulative Preferred Stock, Series D;
(b) on a parity with the Adjustable Rate Cumulative
Preferred Stock, Series D, as to dividends or as to
distribution of assets upon liquidation, dissolution or
winding up of the Corporation, whether or not the dividend
rates, dividend payment dates, or redemption or liquidation
preference per share thereof be different from those of the
Adjustable Rate Cumulative Preferred Stock, Series D, if the
holders of such class of stock and the Adjustable Rate
Cumulative Preferred Stock, Series D, shall be entitled to the
receipt of dividends or of amounts distributable upon
liquidation, dissolution or winding up, as the case may be,
in proportion to their respective dividend rates or
liquidation preference, without preference or priority one
over the other; and
(c) junior to the Adjustable Rate Cumulative Preferred
Stock, Series D, either as to dividends or as to distribution
of assets upon liquidation, dissolution or winding up of the
Corporation, or both, if such class shall be Common Stock or
if the holders of the Adjustable Rate Cumulative Preferred
Stock, Series D, shall be entitled to the receipt of dividends
or of amounts distributable upon liquidation, dissolution or
winding up of the Corporation, as the case may be, in
preference or priority to the holders of stock of such class
or classes.
The Adjustable Rate Cumulative Preferred Stock, Series D, shall
rank prior, as to dividends and upon liquidation, dissolution or
winding up, to the Common Stock and on a parity with the
Corporation's Cumulative Floating Rate Series B Preferred Stock,
the Series A and Series B Dutch Auction Rate Transferable
Securities Preferred Stock, the Money Market Cumulative Preferred
Stock, the Remarketed Preferred Stock, the $3.375 Cumulative
Convertible Preferred Stock and the $1.9375 Cumulative Preferred
Stock.
6. Optional Redemption. The shares of the Adjustable Rate
Cumulative Preferred Stock, Series D, may be redeemed on or after
July 1, 1999, at the option of the Corporation, for cash, on at
least 30 but not more than 60 days' notice at any time or from time
to time, as a whole or in part, at $100 per share, plus, in each
case, dividends accrued and accumulated but unpaid to the
redemption date. The Adjustable Rate Cumulative Preferred Stock,
Series D, will not be subject to any sinking fund or other
obligation of the Corporation to purchase or redeem the Adjustable
Rate Cumulative Preferred Stock, Series D.
Any such redemption may be effected only with the prior approval
of the Federal Reserve Board (unless at such time it is determined
that such approval is not required).
If fewer than all outstanding shares of the Adjustable Rate
Cumulative Preferred Stock, Series D, are to be redeemed, the
number of shares to be redeemed will be determined by the Board of
Directors of the Corporation and such shares will be redeemed pro
rata from the holders of record of such shares in proportion to the
number of such shares held by such holders (with adjustments to
avoid the redemption of fractional shares) or by lot in a manner
determined by the Board of Directors of the Corporation.
Notwithstanding the foregoing, if any dividends, including any
accumulation on the Adjustable Rate Cumulative Preferred Stock,
Series D, are in arrears, no Adjustable Rate Cumulative Preferred
Stock, Series D, shall be redeemed unless all outstanding
Adjustable Rate Cumulative Preferred Stock, Series D, is
simultaneously redeemed, and the Corporation shall not purchase or
otherwise acquire any Adjustable Rate Cumulative Preferred Stock,
Series D; provided, however, that the foregoing shall not prevent
the purchase or acquisition of Adjustable Rate Cumulative Preferred
Stock, Series D, pursuant to a purchase or exchange offer provided
that such offer is made on the same terms to all holders of the
Adjustable Rate Cumulative Preferred Stock, Series D.
Notice of redemption shall be given by mailing the same to each
record holder of the Adjustable Rate Cumulative Preferred Stock,
Series D, not less than 30 nor more than 60 days prior to the date
fixed for redemption thereof, at the address of such holder as the
same shall appear on the stock books of the Corporation. Each
notice shall state: (i) the redemption date; (ii) the number of
shares of Adjustable Rate Cumulative Preferred Stock, Series D, to
be redeemed; (iii) the redemption price; (iv) the place or places
where certificates for such shares of Adjustable Rate Cumulative
Preferred Stock, Series D, are to be surrendered for payment of the
redemption price; (v) that dividends on the shares to be redeemed
will cease to accrue on such redemption date; and (vi) the date
upon which the holders' exchange rights, if any, as to such shares,
shall terminate. If fewer than all the shares of the Adjustable
Rate Cumulative Preferred Stock, Series D, are to be redeemed, the
notice mailed to each such holder thereof shall also specify the
number of shares of Adjustable Rate Cumulative Preferred Stock,
Series D, to be redeemed from each such holder.
If notice of redemption of any shares of the Adjustable Rate
Cumulative Preferred Stock, Series D, has been given and if the
funds necessary for such redemption have been set aside by the
Corporation, separate and apart from its other funds, in trust for
the pro rata benefit of the holders of any shares of Adjustable
Rate Cumulative Preferred Stock, Series D, so called for
redemption, from and after the redemption date for such shares,
dividends on such shares shall cease to accrue and such shares
shall no longer be deemed to be outstanding, and all rights of the
holders thereof as stockholders of the Corporation (except the
right to receive the redemption price) shall cease. Upon
surrender, in accordance with such notice, of the certificates
representing any such shares (properly endorsed or assigned for
transfer, if the Board of Directors of the Corporation shall so
require and the notice shall so state), the redemption price set
forth above shall be paid out of the funds provided by the
Corporation. If fewer than all shares represented by any such
certificate are redeemed, a new certificate shall be issued
representing the unredeemed shares without cost to the holder
thereof. Subject to applicable escheat laws, any moneys so set
aside by the Corporation and unclaimed at the end of 90 days from
the redemption date shall revert to the general funds of the
Corporation, after which reversion the holders of such shares so
called for redemption shall look only to the general funds of the
Corporation for the payment of the amounts payable upon such
redemption. Any interest accrued on funds so deposited shall be
paid to the Corporation from time to time.
7. Liquidation. (i) Upon any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary,
the holders of the Adjustable Rate Cumulative Preferred Stock,
Series D, shall be entitled, whether from capital or surplus,
before any assets of the Corporation shall be distributed among or
paid over to holders of Common Stock or any other class or series
of stock of the Corporation junior to the Adjustable Rate
Cumulative Preferred Stock, Series D, as to liquidation preference,
to be paid the amount of $100 per share (the "liquidation
preference") of the Adjustable Rate Cumulative Preferred Stock,
Series D, plus an amount equal to all accrued and unpaid dividends
thereon (whether or not earned or declared) to and including the
date of final distribution. The holders of the Adjustable Rate
Cumulative Preferred Stock, Series D, will not be entitled to
receive the liquidation preference until the liquidation preference
of any other class of stock of the Corporation ranking senior to
the Adjustable Rate Cumulative Preferred Stock, Series D, as to
rights upon liquidation, dissolution or winding up shall have been
paid (or a sum set aside therefor sufficient to provide for
payment) in full. After any such liquidation preference payment,
the holders of the Adjustable Rate Cumulative Preferred Stock,
Series D, shall not be entitled to any further participation in any
distribution of assets of the Corporation.
(ii) If upon any such liquidation, dissolution or winding up
of the Corporation the assets of the Corporation shall be
insufficient to make such full payments to the holders of the
Adjustable Rate Cumulative Preferred Stock, Series D, and the
holders of any Preferred Stock ranking as to liquidation,
dissolution or winding up on a parity with the Adjustable Rate
Cumulative Preferred Stock, Series D, then such assets shall be
distributed among the holders of the Adjustable Rate Cumulative
Preferred Stock, Series D, ratably in accordance with the
respective amounts which would be payable on such shares of
Adjustable Rate Cumulative Preferred Stock, Series D, or any other
such Preferred Stock if all amounts thereon were paid in full.
(iii) Neither the sale, lease or exchange (for cash, shares
of stock, securities or other consideration) of all or
substantially all of the property and assets of the Corporation nor
the merger or consolidation of any other corporation into or with
the Corporation nor a reorganization of the Corporation, shall be
deemed to be a liquidation, dissolution or winding up of the
Corporation.
8. Parity Stock. So long as any shares of Adjustable Rate
Cumulative Preferred Stock, Series D, shall remain outstanding, in
case the stated dividends or amounts payable on liquidation,
dissolution or winding up of the Corporation are not paid in full
with respect to all outstanding shares of Parity Stock, all such
shares shall share ratably (x) in the payment of dividends,
including accumulations (if any) in accordance with the sums which
would be payable in respect of all outstanding shares of Parity
Stock if all dividends were paid in full and (y) in any
distribution of assets upon liquidation, dissolution or winding up
of the Corporation, in accordance with the sums which would be
payable in respect of all outstanding Parity Stock if all sums
payable were discharged in full.
9. Certain Definitions. (i) The term "outstanding", when used
in reference to shares of stock, shall mean issued shares,
excluding shares reacquired by the Corporation.
(ii) The amount of dividends "accrued" on any share of
Adjustable Rate Cumulative Preferred Stock, Series D, as at any
quarterly dividend payment date shall be deemed to be the amount
of any unpaid dividends accumulated thereon to and including the
end of the day preceding such quarterly dividend payment date,
whether or not earned or declared; and the amount of dividends
"accrued" on any share of Adjustable Rate Cumulative Preferred
Stock, Series D, as at any date other than a quarterly dividend
payment date shall be calculated as the amount of any unpaid
dividends accumulated thereon to and including the end of the day
preceding the last preceding quarterly dividend payment date,
whether or not earned or declared, plus an amount equivalent to
dividends on the liquidation preference of such share at the annual
dividend rate fixed for such share for the period after the end of
the day preceding such last preceding quarterly dividend payment
date to and including the date as of which the calculation is made,
calculated in accordance with the provisions of paragraph 2.
10. Exclusion of Other Rights. Unless otherwise required by
law, shares of the Adjustable Rate Cumulative Preferred Stock,
Series D, shall not have any rights, including preemptive rights,
or preferences other than those specifically set forth herein, in
the Charter or as provided by applicable law.
11. Notice. All notices or communications unless otherwise
specified in the Bylaws of the Corporation or these Articles
Supplementary shall be sufficiently given if in writing and
delivered in person or mailed by first-class mail, postage prepaid.
Notice shall be deemed given on the earlier of the date received
or the date such notice is mailed.
12. Interpretation or Adjustment By Board of Directors. The
Board of Directors of the Corporation may, consistent with Maryland
law, interpret or adjust the provisions of these Articles
Supplementary to resolve any inconsistency or ambiguity, remedy any
formal defect or make any other change or modification which does
not adversely affect the rights of beneficial owners of the
Adjustable Rate Cumulative Preferred Stock, Series D, and if such
inconsistency or ambiguity reflects any typographical error, error
in transcription or other error the Board of Directors may
authorize the filing of a Certificate of Correction.
IN WITNESS WHEREOF, REPUBLIC NEW YORK CORPORATION has caused these
presents to be signed in its name and on its behalf by its Chairman
and its corporate seal to be hereunto affixed and attested by its
Secretary, and the said officers of the Corporation further
acknowledge said instrument to be the corporate act of the
Corporation and state under the penalties of perjury that to the
best of their knowledge, information and belief the matters and
facts therein set forth with respect to approval are true in all
material respects, all on May 23, 1994.
REPUBLIC NEW YORK CORPORATION
By: /s/Walter H. Weiner
(Chairman)
Attest:
/s/ William F. Rosenblum, Jr.
(Secretary)
<TABLE>
EXHIBIT 12(b)
CALCULATION OF RATIOS OF EARNINGS TO COMBINED
FIXED CHARGES AND PREFERRED STOCK DIVIDENDS -- CONSOLIDATED
<CAPTION>
Three Months Ended
Year Ended December 31, March 31,
----------------------------------------------------------- ------------------------
1989 1990 1991 1992 1993 1993 1994
---- ---- ---- ---- ---- ---- ----
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Excluding Interest on Deposits
Fixed Charges and Preferred Stock Dividends:
Interest on long-term debt and
short-term borrowings............... $ 455,019 $ 586,627 $ 476,672 $ 513,322 $ 467,841 $ 124,347 $ 118,116
One-third of rent expense............. 5,973 8,241 6,581 10,252 10,859 2,708 3,447
Preferred stock dividends*............ 53,291 23,358 28,871 38,037 42,623 10,461 10,343
---------- ---------- ---------- ---------- ----------- ---------- ----------
Total fixed charges and preferred
stock dividends................... $ 514,283 $ 618,226 $ 512,124 $ 561,611 $ 521,323 $ 137,516 $ 131,906
========== ========== ========== ========== =========== ========== ==========
Earnings:
Income before income taxes.............. $ 56,050 $ 223,325 $ 287,746 $ 347,269 $ 451,358 $ 100,596 $ 116,803
Fixed charges........................... 460,992 594,868 483,253 523,574 478,700 127,055 121,563
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total earnings.................... $ 517,042 $ 818,193 $ 770,999 $ 870,843 $ 930,058 $ 227,651 $ 238,366
========== ========== ========== ========== ========== ========== ==========
Ratio of earnings to combined fixed
charges and preferred stock dividends
excluding interest on deposits.......... 1.01x 1.32x 1.51x 1.55x 1.78x 1.66x 1.81x
========== ========== ========== ========== ========== ========== ==========
Including Interest on Deposits
Fixed Charges and Preferred Stock Dividends:
Interest on long-term debt,
short-term borrowings and deposits... $1,990,612 $2,044,227 $1,682,661 $1,318,228 $1,157,075 $ 299,994 $ 286,143
One-third of rent expense.............. 5,973 8,241 6,581 10,252 10,859 2,708 3,447
Preferred stock dividends*............. 53,291 23,358 28,871 38,037 42,623 10,461 10,343
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total fixed charges and preferred
stock dividends................... $2,049,876 $2,075,826 $1,718,113 $1,366,517 $1,210,557 $ 313,163 $ 299,933
========== ========== ========== ========== ========== ========== ==========
Earnings:
Income before income taxes............... $ 56,050 $ 223,325 $ 287,746 $ 347,269 $ 451,358 $ 100,596 $ 116,803
Fixed charges............................ 1,996,585 2,052,468 1,689,242 1,328,480 1,167,934 302,702 289,590
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total earnings.................... $2,052,635 $2,275,793 $1,976,988 $1,675,749 $1,619,292 $ 403,298 $ 406,393
========== ========== ========== ========== ========== ========== ==========
Ratio of earnings to combined fixed
charges and preferred stock dividends
including interest on deposits........... 1.00x 1.10x 1.15x 1.23x 1.34x 1.29x 1.35x
========== ========== ========== ========== ========== ========== ==========
<FN>
* For the purpose of computing the ratios of earnings to combined fixed charges and preferred stock dividends, the pre-tax
equivalent of the preferred stock dividends is calculated by multiplying the preferred stock dividends by the ratio that pre-tax
income bears to after-tax income.
</TABLE>
