SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
REPUBLIC NEW YORK CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 13-2764867
(State of incorporation (I.R.S. Employer
or organization) (Identification No.)
452 Fifth Avenue, New York, New York 10018
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Each Class
to be Registered Is To Be Registered
Depositary Shares, Each New York Stock Exchange, Inc.
Representing a One-Fourth
Interest in a share of
Adjustable Rate Cumulative
Preferred Stock, Series D
($100 stated value per share)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered
A description of the Registrant's 6,000,000 Depositary
Shares to be registered hereby, each representing a one-
fourth interest in a share of Adjustable Rate Cumulative
Preferred Stock, Series D ($100 stated value), was filed
with the Securities and Exchange Commission in the
Registrant's Prospectus Supplement dated May 16, 1994 to
the Prospectus dated May 7, 1993 as part of the
Registrant's Registration Statement on Form S-3, as
amended (Registration No. 33-49507)(the "Registration
Statement"), and such description is hereby incorporated
herein by reference.
Item 2. Exhibits
1. Resolutions of the Finance Committee of the Board of
Directors, adopted May 16, 1994, establishing the
Depositary Shares registered hereby, each representing
a one-fourth interest in a share of the Registrant's
Adjustable Rate Cumulative Preferred Stock, Series D
($100 Stated Value).
2. Form of Articles Supplementary relating to the
Registrant's Adjustable Rate Cumulative Preferred Stock,
Series D ($100 Stated Value), to be filed by amendment
to this Form 8-A after filing with the Securities and
Exchange Commission under cover of Form 8-K on May 23,
1994.
3. Form of the Deposit Agreement between the Registrant
and Chemical Bank, as Depositary, incorporated herein by
reference to Exhibit 4(t) to the Registrant's
Registration Statement, as amended (Registration No. 33-
49507).
4. The Registrant's Registration Statement on Form S-3,
as amended (Registration No. 33-49507), as previously
filed with the Securities and Exchange Commission and
incorporated herein by reference.
5. The Registrant's Prospectus Supplement dated May 16,
1994, as previously filed with the Securities and
Exchange Commission on May 18, 1994 and incorporated
herein by reference.
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: May 20, 1994
REPUBLIC NEW YORK CORPORATION
BY: /s/ William F. Rosenblum, Jr.
William F. Rosenblum, Jr.
Senior Vice President,
Deputy General Counsel
and Corporate Secretary
Exhibit Index
4.1 Resolutions of the Finance Committee of the Board of
Directors, adopted May 16, 1994, establishing the
Depositary Shares registered hereby, each representing a
one-fourth interest in a share of the Registrant's
Adjustable Rate Cumulative Preferred Stock, Series D ($100
Stated Value).
4.2 Form of Articles Supplementary relating to the
Registrant's Adjustable Rate Cumulative Preferred Stock,
Series D ($100 Stated Value), to be filed by amendment to
this Form 8-A after filing with the Securities and
Exchange Commission under cover of Form 8-K on May 23,
1994.
4.3 Form of the Deposit Agreement between the Registrant and
Chemical Bank, as Depositary, incorporated herein by
reference to Exhibit 4(t) to the Registrant's Registration
Statement, as amended (Registration No. 33-49507).
4.4 The Registrant's Registration Statement on Form S-3, as
amended (Registration No. 33-49507), as previously filed
with the Securities and Exchange Commission and
incorporated herein by reference.
4.5 The Registrant's Prospectus Supplement dated May 16, 1994,
as previously filed with the Securities and Exchange
Commission on May 18, 1994 and incorporated herein by
reference.
Exhibit 4.1
REPUBLIC NEW YORK CORPORATION
Resolutions adopted by the Finance Committee
of the Board of Directors
on May 16, 1994
RESOLVED, that, in accordance with and supplemental to the
resolutions of the Board of Directors of this Corporation duly
adopted April 21, 1993, which authorize the issuance of up to
$1,000,000,000 of the Corporation's securities (as defined in such
resolutions), including, but not limited to, preferred stock and
depositary shares representing preferred stock on a delayed or
continuous basis pursuant to Rule 415 of the Securities Act of
1933, as amended, (the "Shelf Resolutions"), such securities having
been registered with the Securities and Exchange Commission
effective May 7, 1993, the Finance Committee of the Board of
Directors (the "Committee") does hereby determine the following:
1. That the number of depositary shares (the "Depositary Shares"),
each representing one-fourth of one share of preferred stock,
without par value, designated as the Corporation's Adjustable
Rate Cumulative Preferred Stock, Series C (the "Preferred
Stock"), heretofore authorized for issuance by the Board of
Directors, to be sold to the underwriters, represented by Lehman
Brothers Inc., Bear, Stearns & Co. Inc., Paine Webber
Incorporated and Prudential Securities Incorporated, for resale
to the public shall be 6,000,000 Depositary Shares representing
1,500,000 shares of Preferred Stock;
2. That the price at which the Depositary Shares shall be sold to
the public shall be $25 per Depositary Share;
3. That the underwriting discount and commission shall not exceed
3.15% of the price of the Depositary Shares to the public (being
$.7875 per share of the price of the Depositary Shares to the
public);
4. That the stated value of the Preferred Stock shall be $100 per
share (or $25 per Depositary Share);
5. That the dividend rate on the Preferred Stock shall be payable
quarterly at a rate per annum equal to 81% of the highest of the
three-month U.S. Treasury Bill rate, the U.S. Ten-Year Constant
Maturity Rate or the U.S. Thirty-Year Constant Maturity Rate
(all as more completely defined and determined in accordance
with the draft Prospectus Supplement, copies of which have been
furnished to the members of this Committee) with a minimum rate
of 4.5% and a maximum rate of 10.5% per annum;
6. That the amount of the initial dividend on the Preferred Stock,
in accordance with the actions of the Board of Directors of the
Corporation pursuant to the Shelf Resolutions, shall be payable
at the rate per annum of 6.05%, for the period from the date
of issuance to June 30, 1994, on July 1, 1994 to holders of
record of the Preferred Stock on June 15, 1994;
7. That the Preferred Stock shall be redeemable on or after July
1, 1999, as a whole, or from time to time in part, at the option
of the Corporation, at its stated value, plus an amount equal
to any accrued, accumulated and unpaid dividends;
8. That the date of issuance and delivery of the Depositary Shares
and Preferred Stock shall be May 23, 1994, or such earlier or
later date as may be provided for in the Underwriting Agreement
(hereinafter approved) and the Deposit Agreement (hereinafter
approved) as the officer executing the same, with the advice of
counsel, shall approve;
9. That the other terms and provisions of the Preferred Stock,
including optional redemption provisions, restrictive covenants,
voting rights provisions, dividend limitations and other rights,
preferences, privileges and qualifications as set forth in the
Articles Supplementary to be dated May 23, 1994 of the
Corporation (copies of a draft of which have been furnished to
and reviewed by all of the members of this Committee), be, and
they hereby are, authorized and approved;
10. That the proper officers of this Corporation heretofore
authorized by the Board of Directors of this Corporation to
execute the Articles Supplementary be, and they hereby are,
authorized and directed to execute said Articles Supplementary
containing the terms and conditions hereinabove authorized and
approved and with such changes therein as such officers, with
the advice of counsel, deem necessary or desirable, that such
execution by such officers of said Articles Supplementary shall
be deemed to be conclusive evidence of the approval by this
Committee of the Articles Supplementary as so executed, and that
such officers be, and they hereby are, authorized and directed
to file, or cause to be filed, said Articles Supplementary with
the State Department of Assessments and Taxation;
11. That the specimen stock certificate for the Preferred Stock and
the specimen Depositary Receipt (copies of the proofs of which
have been furnished to and reviewed by all members of this
Committee) shall be the form of stock certificate representing
shares of the Preferred Stock and the form of Depositary Receipt
representing the Depositary Shares; and
12. That the proper officers of the Corporation be, and they hereby
are, authorized and directed to prepare and file, pursuant to
Rule 424(b) of the Securities and Exchange Commission (the
"SEC"), a Prospectus Supplement to the Prospectus contained in
the Registration Statement (No. 33-49507) filed with the SEC on
April 14, 1993, and declared effective May 7, 1993, containing
the terms and conditions of the Depositary Shares and Preferred
Stock as authorized hereinabove and such other information as
they, with the advice of counsel, deem necessary and advisable;
and it is further
RESOLVED, that consistent with the terms of the offering of the
Depositary Shares representing the Preferred Stock as determined
by this Committee in accordance with the Shelf Resolutions, the
Underwriting Agreement, in the form and containing the terms and
provisions as presented and described to the Committee, between the
Corporation and Lehman Brothers Inc., Bear, Stearns & Co. Inc.,
Paine Webber Incorporated and Prudential Securities Incorporated,
as the representatives of the underwriters for the offering and
sale by the Corporation of the Depositary Shares (which
underwriting agreement may provide that the Corporation shall
indemnify the underwriters against certain liabilities, including
liabilities under the Securities Act of 1933) and containing such
other and further terms, covenants, conditions and changes in and
additions thereto as may be deemed to be necessary or advisable by
the proper officers of the Corporation, be, and the same hereby is,
authorized and approved, and that the Chairman, any Vice Chairman,
the President, any Executive Vice President or any Senior Vice
President of the Corporation, be, and each of them hereby is,
authorized to execute and deliver, in the name and on behalf of the
Corporation, the Underwriting Agreement in substantially the form
approved hereby, with such changes therein or additions thereto as
the officer executing the same shall approve, such approval to be
conclusively evidenced by such officer's execution and delivery of
the same; and it is further
RESOLVED, that consistent with the terms of the offering of the
Depositary Shares representing the Preferred Stock as determined
by this Committee in accordance with the Shelf Resolutions, the
Deposit Agreement, in the form and containing the terms and
provisions as presented and described to the Committee, between the
Corporation, Chemical Bank, or its successor (the "Depositary") and
the holders from time to time of the Depositary Receipts, and
containing such other and further terms, covenants, conditions and
changes in and additions thereto as may be deemed to be necessary
or advisable by the proper officers of the Corporation, be, and the
same hereby is, authorized and approved, and that the Chairman, any
Vice Chairman, the President, any Executive Vice President or any
Senior Vice President of the Corporation, be, and each of them
hereby is, authorized to execute and deliver, in the name and on
behalf of the Corporation, the Deposit Agreement in substantially
the form approved hereby, with such changes therein or additions
thereto as the officer executing the same shall approve, such
approval to be conclusively evidenced by such officer's execution
and delivery of the same.
