<PAGE> 1
Filed Pursuant to Rule No.424(b)2
Registration No. 033-49507
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY 7, 1993)
3,000,000 SHARES
[LOGO]
REPUBLIC NEW YORK CORPORATION
$1.8125 CUMULATIVE PREFERRED STOCK
($25 STATED VALUE)
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Dividends on the $1.8125 Cumulative Preferred Stock ("Preferred Stock") of
Republic New York Corporation (the "Corporation") will be cumulative from the
date of original issue and will be payable on January 1, April 1, July 1 and
October 1 of each year, commencing October 1, 1995.
The Preferred Stock may be redeemed, at the option of the Corporation, in
whole or in part, at any time or from time to time, on or after July 1, 2000 at
$25 per share, plus, in each case, dividends accrued and accumulated but unpaid
to the redemption date.
Application will be made to list the Preferred Stock on the New York Stock
Exchange, subject to official notice of issuance. Trading of the Preferred Stock
on the New York Stock Exchange is expected to commence within a 14 day period
after the initial delivery of the Preferred Stock. See "Underwriting."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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PRICE TO UNDERWRITING PROCEEDS TO THE
PUBLIC(1) DISCOUNT(2) CORPORATION(1)(3)
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Per Share................................ $25.00 $.7875 $24.2125
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Total.................................... $75,000,000 $2,362,500 $72,637,500
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(1) Plus accrued dividends, if any, from June 26, 1995.
(2) The Corporation has agreed to indemnify the Underwriter against certain
liabilities under the Securities Act of 1933. See "Underwriting."
(3) Before deducting expenses of the Corporation estimated to be $75,000.
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The Preferred Stock offered by this Prospectus Supplement is 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 Preferred Stock will be
made in New York, New York, on or about June 26, 1995.
---------------------------
MERRILL LYNCH & CO.
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The date of this Prospectus Supplement is June 20, 1995.
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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE PREFERRED STOCK
OFFERED HEREBY AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. 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
March 31, 1995, the Corporation had consolidated total assets of $42.3 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 March 31, 1995, the Bank
accounted for approximately 80% of the consolidated assets of the Corporation,
approximately 75% of the consolidated revenues and 90% of consolidated net
income of the Corporation. Based on total assets at March 31, 1995, the
Corporation was the twenty-first 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 March 31, 1995, the Bank had total assets of
$33.4 billion, total deposits of $19.4 billion and total stockholder's equity of
$2.2 billion. Based on total deposits at December 31, 1994, the date rankings
were last available, the Bank was the eighteenth largest commercial bank in the
United States. The Bank owns approximately 49% of Safra Republic Holdings S.A.
("Safra Republic"), a Luxembourg 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 March 31,
1995, RBS had total assets of $5.7 billion, total deposits of $4.6 billion and
total stockholder's equity of $340 million.
The principal source of the Corporation's revenues is dividends from its
subsidiaries. Because the Corporation is a legal entity separate and distinct
from the Bank, RBS and its other subsidiaries, its rights and the rights of
holders of its securities, including the holders of Preferred Stock, to
participate in any distribution of assets or earnings of any subsidiary of the
Corporation will be subject to the prior claims of such subsidiary's creditors
and preferred stockholders, except to the extent the Corporation may itself be a
creditor with recognized claims against such subsidiary or a holder of preferred
stock of such subsidiary.
APPLICATION OF PROCEEDS
The net proceeds to be received by the Corporation from the sale of the
Preferred Stock offered hereby will be used for general corporate purposes which
may include the redemption of the outstanding shares of the Corporation's $3.375
Cumulative Convertible Preferred Stock (the "Convertible Preferred Stock"),
tendered in response to the Corporation's call of the Convertible Preferred
Stock for redemption on or about July 24, 1995 for a maximum aggregate
redemption price of $179,486,250. The balance of the redemption price will come
from general corporate funds. Such action is subject to the approval of the
Board of Governors of the Federal Reserve System (the "Federal Reserve Board")
which the Corporation expects to be forthcoming shortly. Management anticipates
that the Corporation may, from time to time, engage in additional equity or debt
financings.
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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,
1994, and for the three months ended March 31, 1994 and 1995, 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.
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THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, MARCH 31, (1)
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1990 1991 1992 1993 1994 1994 1995
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(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
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Consolidated Summary of Income:
Net interest income......... $ 457,324 $ 581,246 $ 720,364 $ 775,851 $ 846,474 $ 198,186 $ 215,963
Provision for loan losses... 40,000 62,000 120,000 85,000 19,000 10,000 3,000
Net interest income after
provision for loan
losses.................... 417,324 519,246 600,364 690,851 827,474 188,186 212,963
Other operating income...... 270,584 271,433 302,247 395,472 386,368 104,545 99,143
Other operating expenses.... 464,583 502,933 555,342 634,965 721,476 175,928 192,601
Income before income
taxes..................... 223,325 287,746 347,269 451,358 492,366 116,803 119,505
Net income.................. 201,220 227,360 258,883 301,205 340,008 79,779 87,513
Net income applicable to
common stock.............. 180,177 204,627 230,497 272,790 305,598 72,695 77,343
Per Share of Common Stock:
Net income per share (after
dividends on preferred
stock):
Primary................. $ 3.62 $ 3.95 $ 4.42 $ 5.20 $ 5.79 $ 1.38 $ 1.48
Fully diluted........... 3.62 3.90 4.32 5.05 5.61 1.34 1.43
Book value.................. 26.61 29.60 32.71 41.57 37.38 37.32 37.97
Dividends declared.......... .88 .95 1.00 1.08 1.32 .33 .36
Dividend Payout Ratio(2)........ 24.31% 24.36% 23.15% 21.39% 23.53% 24.63% 25.17%
Average Number of Common Shares
Outstanding (in thousands):
Primary..................... 49,726 51,852 52,204 52,466 52,736 52,557 52,302
Fully diluted............... 49,726 54,292 56,020 56,321 56,534 56,396 56,073
Consolidated Average Balances:
Interest-bearing deposits
with
banks..................... $8,030,285 $8,558,149 $7,792,737 $7,452,339 $7,878,149 $4,878,003 $9,505,137
Investment securities....... 6,394,720 7,892,363 11,927,912 14,177,927 13,156,678 15,360,940 11,607,242
Loans, net of unearned
income.................... 10,603,379 9,623,397 8,732,432 8,890,559 9,894,195 10,395,212 8,757,875
Interest-earning assets..... 26,370,288 27,025,728 29,962,625 32,560,058 33,362,571 33,081,625 32,227,823
Total assets................ 30,858,023 31,114,281 33,667,270 37,371,326 41,421,947 40,894,341 40,057,405
Total deposits.............. 19,409,957 19,413,886 18,634,036 20,951,074 22,096,833 21,201,816 22,796,473
Total long-term debt........ 2,389,401 2,562,166 4,148,477 4,637,595 4,924,002 4,916,743 4,385,152
Preferred stock............. 309,425 403,260 540,984 556,425 630,592 556,425 672,500
Common stockholders'
equity.................... 1,242,375 1,440,897 1,625,157 1,808,857 2,010,976 2,194,660 1,978,428
Return on:
Average interest-earning
assets(3)................. .76% .84% .86% .93% 1.02% .98% 1.10%
Average total assets(3)..... .65 .73 .77 .81 .82 .79 .89
Average common stockholders'
equity(4)................. 14.50 14.20 14.18 15.08 15.20 13.43 15.85
Average Stockholders' Equity(5)
to:
Average total assets........ 5.03% 5.93% 6.43% 6.33% 6.38% 6.73% 6.62%
Average loans, net of
unearned
income.................... 14.63 19.16 24.81 26.60 26.70 26.46 30.27
Consolidated Ratio of Earnings
to Fixed Charges and Preferred
Stock
Dividends(6):
Excluding interest on
deposits.................. 1.32x 1.51x 1.55x 1.78x 1.79x 1.81x 1.75x
Including interest on
deposits.................. 1.10 1.15 1.23 1.34 1.32 1.35 1.26
</TABLE>
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(1) The results of operations for the three months ended March 31, 1994 and 1995
are not audited, but, in the opinion of management, all adjustments,
consisting of normal recurring adjustments, necessary for a fair
presentation of the results of operations for such periods have been
included. The results for the three months ended March 31, 1995, which
include rate of return ratios on an annualized basis, are not necessarily
indicative of the results that may be expected for the full year or any
other interim period.
(2) Calculated as dividends declared per common share divided by fully diluted
earnings per common share.
(3) Based on net income.
(4) Based on net income applicable to common stock.
(5) Stockholders' equity includes preferred stock and common stockholders'
equity.
(6) For the purpose of computing the consolidated ratio of earnings to fixed
charges and preferred stock dividends, earnings represent consolidated
income before income taxes plus fixed charges. Fixed charges and preferred
stock dividends 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) and the pre-tax
equivalent of preferred stock dividends. Fixed charges and preferred stock
dividends including interest on deposits consist of the foregoing items plus
interest on deposits.
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CERTAIN TERMS OF THE PREFERRED STOCK
The following description of certain terms of the Preferred Stock
supplements, and to the extent inconsistent therewith supersedes, the
description of the general terms and provisions of the preferred stock set forth
under the heading "Description of Preferred Stock" in the Prospectus
accompanying this Prospectus Supplement, to which reference is hereby made. This
description does not purport to be complete and is qualified in its entirety by
the Corporation's Charter, which has been filed as an exhibit to the
Registration Statement, and the Articles Supplementary creating the Preferred
Stock, which will be filed as an exhibit to the Registration Statement.
GENERAL
The Corporation's Charter currently authorizes the issuance of 20,000,000
shares of preferred stock (which may be issued from time to time by, and with
such designations, preferences, voting rights and other rights, qualifications,
limitations and restrictions determined in resolutions of, the Corporation's
Board of Directors).
At March 31, 1995, there were outstanding 52,266,388 shares of Common
Stock, 625 shares of Series A and 625 shares of Series B Dutch Auction Rate
Transferable Securities Preferred Stock ("DARTS"), 750 shares of Remarketed
Preferred Stock ("RP"), 500 shares of Money Market Cumulative Preferred Stock
("MMP"), 3,450,000 shares of $3.375 Cumulative Convertible Preferred Stock (the
"Convertible Preferred Stock"), 4,000,000 shares of $1.9375 Cumulative Preferred
Stock and 1,500,000 shares of Adjustable Rate Cumulative Preferred Stock Series
D (the "Adjustable Rate Preferred Stock"). The DARTS, the RP, the MMP, the
Convertible Preferred Stock, the $1.9375 Cumulative Preferred Stock and the
Adjustable Rate Preferred Stock are collectively referred to as the "Other
Preferred Stock". All outstanding shares of the Other Preferred Stock are fully
paid and nonassessable.
As indicated under "Application of Proceeds", the Corporation intends to
redeem all the outstanding shares of the Convertible Preferred Stock.
Under the Articles Supplementary creating the issue of Preferred Stock
offered hereby, the Corporation is authorized to issue 3,000,000 shares of
Preferred Stock. The shares of Preferred Stock, upon issuance against full
payment of the purchase price therefor, will be fully paid and nonassessable.
The Preferred Stock will be without par value, will have a $25 stated value per
share and will rank, with respect to dividends, voting, preferences,
qualifications, limitations, restrictions and the distribution of assets upon
liquidation, equally with the Other Preferred Stock. The Preferred Stock will
have no preemptive rights.
The capital stock of the Corporation does not represent or constitute a
deposit account and is not insured by the Federal Deposit Insurance Corporation
or any other governmental agency or instrumentality.
DIVIDENDS
Holders of the Preferred Stock will be entitled to receive cumulative cash
dividends when, as and if declared by the Board of Directors of the Corporation,
out of funds legally available therefor, for the period from the date of
original issue of such shares to and including September 30, 1995 (the "Initial
Dividend Period"), and for each dividend period thereafter commencing on each
January 1, April 1, July 1 and October 1 and ending on and including the day
next preceding the first day of the next dividend period (such Initial Dividend
Period and each of such other periods being hereinafter referred to as a
"Dividend Period"). The amount of dividends per share payable for the Initial
Dividend Period and for any portion of any Dividend Period less than a full
Dividend Period shall be computed 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 the dividends are payable.
Dividends will accrue from the date of original issuance and will be
payable when, as and if declared by the Board of Directors of the Corporation,
out of funds legally available therefor, quarterly on each January 1, April 1,
July 1 and October 1 in each year, commencing October 1, 1995 (each, a "Dividend
Payment Date"), to the holders of record as they appear on the stock transfer
records of the
S-4
<PAGE> 5
Corporation on the preceding December 15, March 15, June 15 and September 15 in
each year or if such day is not a business day, the next preceding business day.
To the extent not declared and paid for any past Dividend Periods, dividends may
be declared and paid at any time, without reference to any regular Dividend
Payment Date, to holders of record on such date, not exceeding 30 days preceding
the payment date therefor, as may be fixed by the Board of Directors of the
Corporation, or a duly authorized committee of the Board of Directors. No
interest, or sum of money in lieu of interest, shall be payable in respect of
any dividend that is not paid when it accrues.
The Preferred Stock will be entitled to all of the other dividend rights
and subject to certain limitations on the payment of dividends as set forth in
the accompanying Prospectus. See "Description of Preferred Stock -- Dividends"
in the accompanying Prospectus.
LIQUIDATION RIGHTS
The liquidation preference for shares of Preferred Stock is $25 per share
plus an amount equal to all dividends thereon (whether or not earned or
declared) accrued to and unpaid through the date of final distribution. Neither
the consolidation nor the merger of the Corporation with or into any other
corporation or corporations nor a reorganization of the Corporation alone nor
the sale or transfer by the Corporation of all or substantially all of its
assets shall be deemed to be a dissolution or liquidation of the Corporation.
The holders of the shares of Preferred Stock will not be entitled to
receive the liquidation preference of such shares until the liquidation
preference of any shares of the Corporation's capital stock ranking senior to
the Preferred Stock 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. No such senior capital stock of the Corporation is currently
outstanding, and the holders of Preferred Stock will have certain voting rights
with respect to the creation of any such senior capital stock. See "Voting
Rights" below and in the accompanying Prospectus.
The Corporation is a legal entity separate and distinct from the Bank, RBS,
Republic Factors Corp. ("Factors") and its other subsidiaries. Accordingly, the
right of the Corporation, its stockholders and its creditors to participate in
any distribution of the assets or earnings of the Bank, RBS, Factors and its
other subsidiaries is necessarily subject to the prior claims of the respective
creditors of the Bank, RBS, Factors or its other subsidiaries, except to the
extent that claims of the Corporation in its capacity as a creditor of the Bank,
RBS, Factors or its other subsidiaries may be recognized.
For further information regarding the liquidation rights of the Preferred
Stock, see "Description of Preferred Stock -- Rights Upon Liquidation" in the
accompanying Prospectus.
REDEMPTION
The Preferred Stock may be redeemed on or after July 1, 2000, 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 $25 per share, plus, in
each case, dividends accrued and accumulated but unpaid to but excluding the
redemption date. The Preferred Stock will not be subject to any sinking fund or
other obligation of the Corporation to purchase or redeem the Preferred Stock.
Any such redemption may be effected only with prior approval of the Federal
Reserve Board (unless at such time it is determined that such approval is not
required).
For further information regarding the redemption rights of the Preferred
Stock, see "Description of Preferred Stock -- Redemption" in the accompanying
Prospectus.
CONVERSION OR EXCHANGE RIGHTS
The Preferred Stock is not convertible into or exchangeable for shares of
any other class or series of capital stock of the Corporation.
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<PAGE> 6
VOTING RIGHTS
Except as set forth below or as otherwise, from time to time, required by
law or the Corporation's Charter, holders of the Preferred Stock will not have
any voting rights.
Whenever dividends payable on any shares of the Preferred Stock shall be in
arrears for six consecutive calendar quarters, the holders of such shares of
Preferred Stock (voting separately as a class with any other holders of
Cumulative Preferred Stock (as defined in the accompanying Prospectus) upon
which like voting rights have been conferred and are exercisable) will be
entitled to vote for the election of two additional directors (on the terms set
forth below) of the Corporation at the next annual meeting of stockholders and
at each subsequent meeting called for the election of directors until all
dividends accumulated on such shares of the Preferred Stock and any other
Cumulative Preferred Stock shall have been fully paid or set aside for payment.
In such case, the entire Board of Directors of the Corporation will be increased
by two directors.
The holders of the Preferred Stock and the holders of the $1.9375
Cumulative Preferred Stock are entitled to one-half vote per share, the holders
of the Convertible Preferred Stock are entitled to one vote per share and the
holders of the Adjustable Rate Preferred Stock are entitled to two votes per
share, in each case on all matters on which they are entitled to vote
(representing one vote per $50 of liquidation preference). The holders of the
DARTS, the holders of the MMP and the holders of the RP are entitled to 2,000
votes per share on all matters on which they are entitled to vote (representing
one vote per $50 of liquidation preference).
Under interpretations adopted by the Federal Reserve Board, if the holders
of Preferred Stock become entitled to vote for the election of directors because
dividends are in arrears as described herein, such Preferred Stock may then be
deemed a "class of voting securities" and a holder of 25% or more of such
Preferred Stock (or a holder of 5% or more if it otherwise exercises a
"controlling influence" over the Corporation) may then be subject to regulation
as a bank holding company in accordance with the Bank Holding Company Act of
1956, as amended (the "BHCA"). In addition, at such time as such Preferred Stock
is deemed a class of voting securities, any other bank holding company may be
required to obtain the prior approval of the Federal Reserve Board to acquire 5%
or more of such Preferred Stock under the BHCA, and any person other than a bank
holding company may be required to obtain the prior approval of the Federal
Reserve Board under the Change in Bank Control Act to acquire 10% or more of
such Preferred Stock.
For further information regarding the voting rights of the Preferred Stock,
see "Description of Preferred Stock -- Voting Rights" in the accompanying
Prospectus.
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement") between the Corporation and Merrill Lynch,
Pierce, Fenner & Smith Incorporated (the "Underwriter"), the Corporation has
agreed to sell to the Underwriter, and the Underwriter has agreed to purchase,
all of the shares of Preferred Stock.
In the Underwriting Agreement, the Underwriter has agreed, subject to the
terms and conditions set forth therein, to purchase all the shares of Preferred
Stock offered hereby if any shares of Preferred Stock are purchased. The
Corporation has been advised by the Underwriter that the Underwriter proposes
initially to offer the shares of Preferred Stock 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 $.50 per share.
The Underwriter may allow, and such dealers may reallow, a discount not in
excess of $.25 per share to certain other dealers. After the initial public
offering, the public offering price, concession and discount may be changed.
The Corporation has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, or to
contribute to payments that the Underwriter may be required to make in respect
thereof.
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<PAGE> 7
Application will be made to list the Preferred Stock on the New York Stock
Exchange, subject to official notice of issuance. Trading of the Preferred Stock
on the New York Stock Exchange is expected to commence within a 14 day period
after the initial delivery of the Preferred Stock. The Underwriter has advised
the Corporation that it intends to make a market in the Preferred Stock prior to
the commencement of trading on the New York Stock Exchange.
LEGAL OPINIONS
The validity of the shares of Preferred Stock offered hereby will be passed
upon for the Corporation by William F. Rosenblum, Jr., Senior Vice President,
Deputy General Counsel and Corporate Secretary of the Corporation, and for the
Underwriter by Brown & Wood, One World Trade Center, New York, New York 10048,
counsel to the Underwriter. Such counsel will rely as to matters of Maryland law
on the opinion of Piper & Marbury L.L.P., 36 South Charles Street, Baltimore,
Maryland 21201.
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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.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
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PAGE
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Republic New York Corporation.......... S-2
Application of Proceeds................ S-2
Summary Financial Information.......... S-3
Certain Terms of the Preferred Stock... S-4
Underwriting........................... S-6
Legal Opinions......................... S-7
PROSPECTUS
(Selected Provisions)
Incorporation of Certain Documents by
Reference............................ 2
Available Information.................. 2
Republic New York Corporation.......... 3
Application of Proceeds................ 7
Description of Preferred Stock......... 30
Description of the Corporation's
Outstanding Capital Stock............ 43
Plan of Distribution................... 45
Legal Opinions......................... 50
Experts................................ 50
</TABLE>
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3,000,000 SHARES
REPUBLIC NEW YORK
CORPORATION
$1.8125 CUMULATIVE
PREFERRED STOCK
($25 STATED VALUE)
[LOGO]
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PROSPECTUS SUPPLEMENT
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MERRILL LYNCH & CO.
JUNE 20, 1995
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