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
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$1.8125 Cumulative Preferred Stock New York Stock Exchange
($25 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 3,000,000 shares of $1.8125
Cumulative Preferred Stock ($25 stated value) (the "Preferred
Stock") to be registered hereby, was filed with the Securities and
Exchange Commission in the Registrant's Prospectus Supplement dated
June 20, 1995 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
4.1 Resolutions of the Finance Committee of the Board of Directors,
adopted June 20, 1995, establishing the Preferred Stock registered
hereby.
4.2 Form of Articles Supplementary relating to the Registrant's
$1.8125 Cumulative Preferred Stock ($25 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 June 26, 1995.
4.3 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.
4.4 The Registrant's Prospectus Supplement dated June 20, 1995, as
previously filed with the Securities and Exchange Commission on
June 22, 1995 and incorporated herein by reference.
SIGNATURES
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: June 22, 1995
REPUBLIC NEW YORK CORPORATION
BY: William F. Rosenblum, Jr.
-----------------------------
William F. Rosenblum, Jr.
Senior Vice President,
Deputy General Counsel
and Corporate Secretary
Exhibit Index
Exhibit No. Description
4.1 Resolutions of the Finance Committee of the
Board of Directors, adopted June 20, 1995,
establishing the Preferred Stock registered
hereby.
Exhibit 4.1
REPUBLIC NEW YORK CORPORATION
_______________________
UNANIMOUS WRITTEN CONSENT
OF THE MEMBERS OF THE
FINANCE COMMITTEE
OF THE
BOARD OF DIRECTORS
THE UNDERSIGNED, being all the duly appointed members of the
Finance Committee of the Board of Directors of Republic New York
Corporation, a Maryland corporation (the "Corporation"), hereby
waive the calling or holding of a meeting of the Finance Committee
of the Board of Directors of the Corporation, consent to the
adoption of the following resolutions as having been duly adopted
by unanimous vote of said Committee and direct the recording of
this Consent among the minutes of proceedings of the Board of
Directors:
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 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 shares of the Corporation's
preferred stock, without par value, heretofore
authorized for issuance by the Board of Directors,
to be sold to underwriters, represented by Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated for resale to the public, shall be
3,000,000 shares designated as the Corporation's
$1.8125 Cumulative Preferred Stock (the "Preferred
Stock");
2. That the price at which the Preferred Stock shall
be sold to the public shall be $25 per share;
3. That the underwriting discount and commission shall
be 3.15% of the price of the Preferred Stock to the
public (being $.7875 per share of the price of the
Preferred Stock to the public);
4. That the annual dividend rate on the Preferred Stock
shall be 7.25% per annum of the price to the public
(being $1.8125 per share per annum);
5. 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 7.25%, for the period from the
date of issuance to September 30, 1995, on October
1, 1995 to holders of record of the Preferred Stock
on September 15, 1995;
6. That the stated value of the Preferred Stock shall
be $25 per share;
7. That the Preferred Stock shall be redeemable, at the
option of the Corporation, at par on and after July
1, 2000.
8. That the date of issuance and delivery of the
Preferred Stock shall be June 26, 1995, or such
earlier or later date as may be provided for in the
Underwriting 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 June 26, 1995 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 of the State of Maryland;
11. That the specimen stock certificate for the
Preferred Stock (copies of the proof 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
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 preliminary
Prospectus Supplement and a definitive 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
Preferred Stock 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 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 Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
as the representatives of the underwriters for the
offering and sale by the Corporation of the Preferred
Stock (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.
Dated: June 20, 1995
/s/ Jeffrey C. Keil /s/ Dov C. Schlein
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Jeffrey C. Keil Dov C. Schlein
/s/ E. Daniel Morris /s/ Walter H. Weiner
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E. Daniel Morris Walter H. Weiner
