UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM - 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year end December 31, 1994
A. Full title of the plan and address if different from the
that of the issuer named below:
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
Republic New York Corporation
452 Fifth Avenue
New York, New York 10018
REQUIRED INFORMATION
The Profit Sharing and Savings Plan of Republic National Bank
of New York (the "Plan") is subject to ERISA and therefore is
filing the financial statements and schedules prepared in
accordance with the financial reporting requirements of ERISA,
as of December 31, 1994 and 1993, as an exhibit to this
report. Such Plan financial statements and schedules include
an Independent Auditor's Report thereon.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Employee Benefits and Compensation Committee of the
Board of Directors of Republic National Bank of New York (as
administrator of the Plan) has caused this annual report to be
signed on its behalf by the undersigned hereunto duly
authorized.
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
By: William F. Rosenblum, Jr.
---------------------------------
William F. Rosenblum, Jr.
Secretary, Employee Benefits
and Compensation Committee
Dated: June 29, 1995
EXHIBIT INDEX
Exhibit No. Description of Exhibit
23 Consent of KPMG Peat Marwick LLP
99 Profit Sharing and Savings Plan of
Republic National Bank of New York
Financial Statements and Schedules
December 31, 1994 and 1993 (with
Independent Auditor's Report thereon)
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
Employee Benefits and Compensation Committee
REPUBLIC NATIONAL BANK OF NEW YORK
We consent to the incorporation by reference, in the
Registration Statement on Form S-8 (No. 33-44048) of Republic New
York Corporation, of our report dated May 26, 1995, relating to the
statements of net assets available for plan benefits of the Profit
Sharing and Savings Plan of Republic National Bank of New York as
of December 31, 1994 and 1993, and the related statements of
changes in net assets available for plan benefits for the years
then ended, and all related schedules, which report appears in the
December 31, 1994 Annual Report on Form 11-K of the Profit Sharing
and Savings Plan of Republic National Bank of New York.
KPMG PEAT MARWICK LLP
New York, New York
June 29, 1995
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Financial Statements and Schedules
December 31, 1994 and 1993
(With Independent Auditors' Report Thereon)
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Table of Contents
December 31, 1994 and 1993
Independent Auditors' Report
Statements of Net Assets Available for Plan Benefits
Statements of Changes in Net Assets Available for Plan Benefits
Notes to Financial Statements
Schedule
--------
Item 27a - Schedule of Assets Held for
Investment Purposes 1
Item 27d - Schedule of Reportable Transactions 2
Independent Auditors' Report
The Employee Benefits and Compensation Committee of
Republic National Bank of New York:
We have audited the accompanying statements of net assets available
for plan benefits of the Profit Sharing and Savings Plan of
Republic National Bank of New York (the "Plan") as of December 31,
1994 and 1993, and the related statements of changes in net assets
available for plan benefits for the years then ended. These
financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits of the Profit Sharing and Savings Plan of Republic
National Bank of New York at December 31, 1994 and 1993, and the
changes in net assets available for plan benefits for the years
then ended in conformity with generally accepted accounting
principles.
Our 1994 audit was made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplementary
information included in Schedules 1 and 2 is presented for purposes
of complying with the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974 and is not a required part of the basic
financial statements. Such supplementary information has been
subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, is fairly stated
in all material respects in relation to the basic financial
statements as of and for the year ended December 31, 1994 taken as
a whole.
KPMG PEAT MARWICK LLP
May 26, 1995
<TABLE>
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
<CAPTION>
Statements of Net Assets Available for Plan Benefits
Years ended December 31, 1994 and 1993
1994
--------------------------------------------------------------------------------
Managed RNYC
Aggressive Common Fixed Total Common
Growth Stock Income Savings Return Stock
Fund Fund Fund Fund Fund Fund Total
---- ---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments at fair value:
Dreyfus Cash
Management $ 181,474 169,982 203,996 235,097 103,272 163,803 1,057,624
Republic Trust Fund Liquid Assets
Trust - prime obligations - - - - - - -
Pooled Employee Benefit Trust
of Republic National Bank of
New York 5,929,414 12,712,978 6,663,078 30,014,205 11,421,225 - 66,740,900
RNYC common stock - - - - - 10,268,899 10,286,899
--------- ---------- --------- ---------- ---------- ---------- ----------
Total investments 6,110,888 12,882,960 6,867,074 30,249,302 11,524,497 10,432,702 78,067,423
Contributions receivable 151,690 239,527 94,914 486,488 203,960 197,529 1,374,108
Accrued income receivable 755 760 901 1,130 435 75,660 79,641
--------- ---------- --------- ---------- ---------- ---------- ----------
Net assets available for
plan benefits $ 6,263,333 13,123,247 6,962,889 30,736,920 11,728,892 10,705,891 79,521,172
========= ========== ========= ========== ========== ========== ==========
See accompanying notes to financial statements.
<CAPTION>
1993
---------------------------------------------------------------------------------
Managed RNYC
Aggressive Common Fixed Total Common
Growth Stock Income Savings Return Stock
Fund Fund Fund Fund Fund Fund Total
---- ---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments at fair value:
Dreyfus Cash
Management - - - - - - -
Republic Trust Fund Liquid Assets
Trust - prime obligations 210,867 220,599 164,090 228,978 275,502 193,122 1,293,158
Pooled Employee Benefit Trust
of Republic National Bank of
New York 4,549,522 11,355,362 7,256,665 25,065,144 9,664,792 - 57,891,485
RNYC common stock - - - - - 8,887,642 8,887,642
--------- ---------- --------- ---------- --------- --------- ----------
Total investments 4,760,389 11,575,961 7,420,755 25,294,122 9,940,294 9,080,764 68,072,285
Contributions receivable 84,772 198,155 99,522 379,489 182,103 179,035 1,123,076
Accrued income receivable 565 589 433 656 734 520 3,497
--------- ---------- --------- ---------- ---------- -------- ----------
Net assets available for
plan benefits 4,845,726 11,774,705 7,520,710 25,674,267 10,123,131 9,260,319 69,198,858
========= ========== ========= ========== ========== ========= ==========
See accompanying notes to financial statements.
</TABLE>
<TABLE>
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
<CAPTION>
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 1994 and 1993
1994
----------------------------------------------------------------------------------
Managed RNYC
Aggressive Common Fixed Total Common
Growth Stock Income Savings Return Stock
Fund Fund Fund Fund Fund Fund Total
---- ---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Net appreciation (depreciation)
in fair value of investments $ 29,998 133,937 (178,702) 1,173,956 93,775 (506,199) 746,765
Interest 7,633 12,226 9,602 13,894 12,214 9,701 65,270
Dividends - - - - - 350,255 350,255
--------- ---------- --------- --------- --------- --------- ----------
Total investment
income 37,631 146,163 (169,100) 1,187,850 105,989 (146,243) 1,162,290
--------- ---------- --------- --------- --------- --------- ----------
Contributions:
Employee 847,174 1,236,081 706,476 2,457,406 1,567,599 1,015,915 7,830,651
Employer 459,397 1,029,221 561,009 2,902,397 767,175 1,070,419 6,789,618
--------- ---------- --------- --------- --------- --------- -----------
1,306,571 2,265,302 1,267,485 5,359,803 2,334,774 2,086,334 14,620,269
--------- ---------- --------- --------- --------- --------- -----------
Total additions 1,344,202 2,411,465 1,098,385 6,547,653 2,440,763 1,940,091 15,782,559
Distributions to participants (371,769) (897,575) (707,665) (2,339,319) (686,291) (457,626) (5,460,245)
--------- ---------- --------- ---------- ---------- --------- ----------
Net increase before
interfund transfers 972,433 1,513,890 390,720 4,208,334 1,754,472 1,482,465 10,322,314
Interfund transfers 445,174 (165,348) (948,541) 854,319 (148,711) (36,893) -
Net increase (decrease) 1,417,607 1,348,542 (557,821) 5,062,653 1,605,761 1,445,572 10,322,314
--------- ---------- --------- ---------- ---------- --------- ----------
Net assets available for plan benefits:
Beginning of year 4,845,726 11,774,705 7,520,710 25,674,267 10,123,131 9,260,319 69,198,858
--------- ---------- --------- ---------- ---------- ---------- ----------
End of year $ 6,263,333 13,123,247 6,962,889 30,736,920 11,728,892 10,705,891 79,521,172
========= ========== ========= ========== ========== ========== ==========
See accompanying notes to financial statements.
<CAPTION>
1993
---------------------------------------------------------------------------------
Managed RNYC
Aggressive Common Fixed Total Common
Growth Stock Income Savings Return Stock
Fund Fund Fund Fund Fund Fund Total
---- ---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Net appreciation (depreciation)
in fair value of investments 515,510 1,258,108 756,479 1,085,950 893,949 (109,857) 4,400,139
Interest 4,565 8,176 5,889 5,499 6,523 7,738 38,390
Dividends - - - - - 133,018 133,018
--------- ---------- --------- ---------- ---------- --------- ----------
Total investment
income 520,075 1,266,284 762,368 1,091,449 900,472 30,899 4,571,547
--------- ---------- --------- ---------- ---------- --------- ----------
Contributions:
Employee 470,383 1,041,110 476,602 1,844,484 736,972 1,025,442 5,594,993
Employer 500,547 1,136,022 570,661 2,896,327 690,281 1,077,340 6,871,178
--------- ---------- --------- ---------- ---------- --------- ----------
970,930 2,177,132 1,047,263 4,740,811 1,427,253 2,102,782 12,466,171
--------- ---------- --------- ----------- --------- --------- ----------
Total additions 1,491,005 3,443,416 1,809,631 5,832,260 2,327,725 2,133,681 17,037,718
Distributions to participants (300,945) (842,301) (312,483) (2,648,529) (320,305) (468,148) (4,892,711)
--------- ---------- --------- ---------- --------- --------- ----------
Net increase before
interfund transfers 1,190,060 2,601,115 1,497,148 3,183,731 2,007,420 1,665,533 12,145,007
Interfund transfers 164,508 (243,073) 921,094 (2,360,707) 1,067,640 450,538 -
--------- --------- --------- ---------- --------- --------- ----------
Net increase (decrease) 1,354,568 2,358,042 2,418,242 823,024 3,075,060 2,116,071 12,145,007
Net assets available for plan benefits:
Beginning of year 3,491,158 9,416,663 5,102,468 24,851,243 7,048,071 7,144,248 57,053,851
--------- ---------- --------- ---------- ---------- --------- ----------
End of year 4,845,726 11,774,705 7,520,710 25,674,267 10,123,131 9,260,319 69,198,858
========= ========== ========= ========== ========== ========= ==========
See accompanying notes to financial statements.
</TABLE>
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Notes to Financial Statements
December 31, 1994 and 1993
(1) Description of Plan
The following description of the Profit Sharing and Savings Plan
of Republic National Bank of New York, as amended and restated as
of January 1, 1989 (the "Plan"), is presented for general
information purposes only. Participants should refer to the Plan
Document for more complete information.
(a) General
The Plan is a defined contribution plan sponsored by Republic
National Bank of New York (the "Bank"), a wholly owned subsidiary
of Republic New York Corporation (the "Corporation"). The Plan
covers substantially all domestic employees of the Bank, the
Corporation and their subsidiaries. The Plan, in general, has a
profit sharing component (Employer Allocations) and elective
deferral contribution components (Savings Plus Contributions and
Flex Fund Elective Deferrals and After-Tax Savings). In general,
all regular salaried employees are eligible to participate in the
Plan. Employees become participants on January 1, coinciding with
or following the date of hire; however, a participant may not have
profit sharing contributions or Flex Fund Elective Deferral
contributions made on his behalf under the Plan prior to the first
anniversary of such participant's date of hire. The purpose of the
Plan is to recognize employees' contributions to the successful
operation of the Bank and to provide employees with a savings
method, through payroll deductions, on a pre- and after-tax basis.
(b) Benefits
The Bank generally issues a profit sharing award on behalf of the
participating employees and contributes a portion of such profit
sharing award to the Plan. Approximately 50% of this award is
referred to as the Employer Allocation. The balance of such award,
to the extent contributed to the Plan, represents Flex Fund
Elective Deferrals. The amount of the profit sharing award is
usually based primarily on the Bank's earnings for the year. In
some years, there may be no profit sharing award. Plan forfeitures
for the year reduce profit sharing awards otherwise payable by the
Bank.An eligible employee's profit sharing award each year is
calculated, if a profit sharing award is declared by the Bank for
such year, by allocation of the Bank's total profit sharing award
times the relationship of the participant's base salary to the base
salaries for all eligible participants. Base salary is exclusive
of overtime payments, expense allowances, pension and insurance
benefits, bonuses and other special payments.
(Continued)
2
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Notes to Financial Statements
(1), Continued
(b), continued
Employees may elect (i) to receive either all or a portion of 50%
of their profit sharing award in cash and/or spend it on benefits
under the Flex Fund, a Code Section 125 cafeteria plan sponsored
by the Bank, with the remainder placed in the Plan, for which the
Bank serves as Trustee, or (ii) to have 100% of their allocation
placed in the Plan. The portion of the profit sharing award that
is paid into the Plan is comprised of Employer Allocations and Flex
Fund Elective Deferrals. Participants' profit sharing
contributions to the Plan representing Flex Fund Elective
Deferrals, and the earnings thereon, are always 100% vested and
nonforfeitable. The balance (i.e., 50%) of the profit sharing
award with respect to which the participant makes no election and
which is automatically contributed to the Plan on the participant's
behalf (i.e., the Employer Allocation), becomes fully vested and
nonforfeitable when the participant completes three years of
service.
(c) Contributions
The Bank may contribute to the Plan each year such amount, if any,
as shall be determined by the Board of Directors of the Bank in its
discretion, but not exceeding the maximum amount which would be
deductible by the Bank for such year for income tax purposes.
Employer contributions, which are primarily based on the Bank's
earnings for the year, are contributed and included in the Plan
when the financial statements of the Bank are approved by its Board
of Directors.Total contributions to the Plan on behalf of any
participant for any Plan year shall not exceed the lesser of
(a)$30,000, or (b) 25% of the participant's total earnings for such
Plan year. Savings Plus Contributions, Flex Fund Elective
Deferrals and After-Tax Savings contributions on behalf of certain
highly compensated employees may be limited as a result of certain
nondiscrimination rules under the Internal Revenue Code of 1986,
as amended (the "Code").Savings Plus Contributions are permitted
from 1% to 10% of the employee's base salary (as of the previous
September 1st) in multiples of 1%. After-Tax Savings contributions
are also permitted from 1% to 10% of the employee's base salary (as
of the previous September 1st) in multiples of 1%. Employees may
not contribute more than 15% of the member's annual compensation
between the Savings Plus and After-Tax Savings contributions. By
law, the total Savings Plus Contributions plus Flex Fund Elective
Deferrals for 1994 is limited to $9,240 per employee. Savings Plus
Contributions, Flex Fund Elective Deferrals and associated earnings
are not subject to current Federal income taxes and may not be
subject to state and local income taxes. All such contributions
are made on a pre-tax basis, thereby reducing taxable income.
Income taxes on such amounts are deferred until the participant
receives distributions from the Plan. Earnings on any After-Tax
Savings contributions are also tax deferred.
(Continued)
3
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Notes to Financial Statements
(1), Continued
(c), continued
The participants' Savings Plus Contributions (made via payroll
deductions), and the interest earned thereon, are invested by the
Bank in short-term money market investments from the payroll
deductions date to the date such contributions are invested in the
Plan's investment funds. Such interest earned is treated as an
additional contribution to the investment funds.
A participant may, with the consent of the Plan Administrator,
deposit a payout from a former employer's profit sharing plan into
the Plan. A participant is not required to complete one year of
service to make such rollover contributions.
(d) Distributions
Participants or their beneficiaries are entitled to receive benefit
payments representing their vested interest in the Plan as follows:
(1) participants may, in the case of certain hardships set forth
in the Plan, apply for a distribution of all, or a portion of,
their Savings Plus Contributions, Flex Fund Elective Deferrals and
the vested portion of the participant's Employer Allocation Account
and After-Tax Savings Contributions; (2) participants may withdraw
all or a portion of their vested interest under the Plan upon their
attainment of age 59-1/2; (3) withdrawals of After-Tax Savings
Contributions are permitted once per quarter and will be paid as
soon as practicable following the end of the quarter in which the
request was made; (4) in general, upon termination of employment,
participants or their beneficiaries shall receive payment of their
vested interest in the Plan as a lump-sum distribution (payable as
soon as practicable following the valuation date immediately
following the participant's termination of employment, but in no
event later than 60 days after the close of the plan year in which
the participant's termination of employment occurred), in two
installments, or in five equal annual installments; and (5)
participants with a vested interest in the RNYC Common Stock Fund
may elect, upon termination, to receive all or a portion of their
distribution as cash and/or shares.
A participant may not have any portion of his Savings Plus account
balance or his Flex Fund Elective Deferral account balance
distributed earlier than the participant's (a) retirement, (b)
death, (c) disability, (d) termination of employment, (e)
attainment of age 59-1/2, or (f) hardship. A distribution on
account of hardship shall not exceed the amount required to meet
the immediate financial need created by the hardship.
(Continued)
4
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Notes to Financial Statements
(1), Continued
(e) Investment Elections
Under the terms of the Plan, participants may designate, in
multiples of 10%, the proportions in which their allocations and
contributions placed in the Plan are to be invested in any of the
six current investment funds under the Plan (collectively known as
the "funds") which are: Aggressive Growth Fund, Common Stock Fund,
Fixed Income Fund, Savings Fund, Managed Total Return Fund, and
RNYC Common Stock Fund. Participants failing to make an election
decision will have their allocations invested in the Savings Fund.
A participant may elect to change his investment designation up to
four times a year based on the schedule specified in the Plan.
The Bank, as Trustee for the funds, has discretionary authority
concerning purchases and sales of investments in each of its six
investment funds, within the guidelines described in the Plan
Document as follows:
Aggressive Growth Fund - to be invested in shares of investment
companies registered within the meaning of Section 5(a)(i) of the
Investment Company Act of 1940, which may invest in common stocks
and similar equity securities of less seasoned companies which
represent the potential of maximum long-term capital growth. The
Aggressive Growth Fund may also invest in other short-term
investments.
Common Stock Fund - to be invested in common stocks and securities
convertible into common stocks. The Common Stock Fund may also
invest in other short-term investments.
Fixed Income Fund - to be invested in bonds, debentures, mortgages,
preferred stocks or other evidences of indebtedness. The Fixed
Income Fund may also invest in other short-term investments.
Savings Fund - to be invested in savings or time accounts,
certificates of deposit, obligations of the United States or those
for which the full faith and credit of the United States are
pledged to provide for the payment of the interest and principal,
and obligations of any agency or instrumentality of the United
States. The Savings Fund may also invest in other short-term
investments.
Managed Total Return Fund - to be invested in one fund that is a
combination of the Aggressive Growth, Common Stock and Fixed Income
funds currently offered. In normal times it will contain
approximately a 50-50 mix of growth oriented funds as well as fixed
income and money market funds. The amount invested in growth
and/or bond funds may be reduced when it is believed that either
or both have unfavorable risk/reward parameters; in this case the
investment in money market funds would be used.
(Continued)
5
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Notes to Financial Statements
(1), Continued
(e), continued
RNYC Common Stock Fund - to be invested in Republic New York
Corporation common stock. Investments in this fund must be in
multiples of 10% and may not exceed 50% of the participant's total
Plan balance.
Presently, the Plan assets are invested in the Pooled Employee
Benefit Trust of Republic National Bank of New York, except the
Plan assets of the RNYC Common Stock Fund which are invested in
RNYC common stock. Each investment fund utilizes the Dreyfus Cash
Management account, a money market sweep account, to invest excess
cash.
As of March 31, 1995 the Common Stock Investment Fund, Fixed Income
Investment Fund, Aggressive Investment Fund and Managed Total
Return Investment Fund options were discontinued. These funds were
replaced by the following six new investment options:
U.S. Fixed Income/Short to Intermediate Term - to be invested
primarily in U.S. Treasury securities with an average weighted
maturity expected to be greater than one year but less than three
years.
Fixed Income/Long Term Fund - to be invested primarily in U.S.
Government securities, corporate bonds, mortgage-backed securities
and / or other fixed income securities with an average weighted
maturity expected to be greater than five years.
U.S. Equity/Large Cap Growth - to be invested primarily in common
stocks of large U.S. corporations considered to have high earnings
growth potential that are expected to provide long-term capital
appreciation.
U.S. Equity/Large Cap Value - to be invested primarily in common
stocks of large U.S. corporations considered to be undervalued that
are expected to provide long-term capital appreciation.
International Equity Fund - to be invested primarily in equity
securities of non - U.S. issuers and equity securities whose
principal markets are located outside of the U.S. that are expected
to provide long-term capital appreciation.
U.S. Equity/Small Cap. - to be invested primarily in smaller
companies that are expected to grow rapidly and are expected to
provide long-term capital appreciation.
(Continued)
6
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Notes to Financial Statements
(1), Continued
(e), continued
Two of the current investment options, the Savings Fund and RNYC
Common Stock, will remain available as options after April 1, 1995
although the Savings Fund has been renamed the Fixed Income / Short
- - Term Investment Option.
Each participant in the Plan is required to complete investment
election forms to allocate their existing balances as of March 31,
1995 among the eight investment plan options.
(2) Summary of Significant Accounting Policies
(a) Investments, Valuations and Income Recognition
Dreyfus Cash Management accounts are investments in money market
funds for purposes of liquidity and are stated at cost which
approximates fair value.
Trust Fund Liquid Assets Trust - prime obligations are investments
in money market funds for purposes of liquidity and are stated at
cost which approximates fair value. These investments were used
during 1993.
The investments in the Pooled Employee Benefit Trust of Republic
National Bank of New York ("PEBT") are stated at fair value based
upon the unit valuations as reported in the PEBT financial
statements as of December 31, 1994 and 1993. Such unit valuations
are based predominantly on market quotations for the underlying
investments obtained from national securities exchanges.
Republic New York Corporation's common stock is stated at fair
value based upon the closing market price quoted on a national
securities exchange.
Interest income in Dreyfus Cash Management is recorded on an
accrual basis. Net investment income from the PEBT funds includes
current earnings from the PEBT's underlying investments, net gains
and losses from the sale of investments by the PEBT's, and the net
change in the unrealized appreciation or depreciation in the PEBT's
underlying investments and is recorded as net appreciation
(depreciation) in fair value of investments in the Plan's financial
statements.
Dividend income in the RNYC Common Stock Fund is recorded on an
accrual basis at the date of record of the dividends.
Gains or losses on sales of investments are accounted for on an
average cost basis. These are recorded based upon trade date.
(b) Contributions, Distributions and Interfund Transfers. All
contributions, distributions and interfund transfers are affected
at the Plan's quarterly valuation dates. The Bank's and employees'
contributions are made in accordance with note 1(c).
(Continued)
7
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Notes to Financial Statements
(2), Continued
(b), continued
The contributions receivable represent employee payroll deductions
for the fourth quarter of 1994, which were contributed to the Plan
in January 1995.
A participant's distributions are paid out by the Bank when the
participant is entitled to them as discussed in note 1(d). The
decrease in the investment funds is recognized at the subsequent
Plan quarterly valuation date, at which time the Bank is reimbursed
by the Plan. Participant withdrawals requested but not yet paid out
of the Plan's assets amounted to $1,903,347 and $1,009,677 at
December 31, 1994 and 1993, respectively.
Interfund transfers are elected by the participants as discussed
in note 1(e) and the change in the investment funds is recognized
at the subsequent Plan quarterly valuation date.
(c) Related Party Transactions. The Bank is trustee for the
PEBT's in which certain of the Plan assets are invested. The Bank
does not receive any fees for its role as trustee.
Administrative expenses are borne by the Plan, unless the Bank,
at its option, chooses to pay for such expenses. During 1994 and
1993, the Bank has chosen to pay all administrative expenses of the
Plan.
(3) Plan Valuations
Plan valuations are performed quarterly.
The Plan maintains records for each participant in dollar amounts,
except in the case of the RNYC Common Stock Fund which is
maintained in shares of common stock. Dividends received on the
RNYC Common Stock Fund are credited to each participant based upon
the number of shares owned in the fund. For all other funds, at
the quarterly valuations, each individual is credited with his pro
rata share of income in an investment fund based on his opening
balance compared to the total of all individuals' opening balances
in that fund.
(Continued)
8
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Notes to Financial Statements
(4) Investments
The following table presents the fair values of investments that
represent 5 percent or more of the Plan's net assets:
<TABLE>
<CAPTION>
Fair Value of Investments
December 31, 1994
--------------------------------------
No. of Fair
units/shares Cost value
------------ ---- -----
<S> <C> <C> <C>
Investments at Fair Value as Determined
by Quoted Market Price:
Aggressive Growth Fund:
Pooled Employee Benefit Trust
of Republic National Bank
of New York - Aggressive
Investment Fund 18,386 $ 4,281,671 $ 5,929,414
Common Stock Fund:
Pooled Employee Benefit Trust
of Republic National Bank
of New York - Common Stock
Investment Fund 17,878 7,388,529 12,712,978
Fixed Income Fund:
Pooled Employee Benefit Trust
of Republic National Bank
of New York - Fixed Income
Investment Fund 19,205 4,224,687 6,663,078
Savings Fund:
Pooled Employee Benefit Trust
of Republic National Bank
of New York - Short Term
Money Fund 86,474 20,609,306 30,014,205
Managed Total Return Fund:
Pooled Employee Benefit Trust
of Republic National Bank
of New York - Managed Total
Return Investment Fund 66,830 8,756,189 11,421,225
RNYC Common Stock Fund:
Republic New York Corporation -
Common Stock 226,937 10,121,517 10,268,899
----------
Total $ 77,009,799
==========
</TABLE>
(Continued)
9
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Notes to Financial Statements
(4), Continued
The net change in fair value of the Plan's investments (including
investments bought, sold, and held during the year) is separately
disclosed in the statement of changes in net assets available for
plan benefits.
The Plan calculates realized gains and losses and unrealized
appreciation (depreciation) as the difference between market value
and cost. The Internal Revenue Service ("IRS") Form 5500
calculates realized gains and losses and unrealized appreciation
(depreciation) as the difference between current market value and
market value at the prior period year end.
(5) Plan Termination
While it has not expressed any intention to do so, the Bank may
terminate the Plan at any time. In the event of the termination
of the Plan, or if there is a complete discontinuance of
contributions, the account of each participant shall become
nonforfeitable and distributable in accordance with the provisions
of the Plan. No termination of the Plan shall permit any part of
the funds to be used for or diverted to purposes other than for the
exclusive benefit of participants, former participants or
beneficiaries.
(6) Federal Income Taxes
The Plan is approved as qualified under section 401(a) of the
Internal Revenue Code of 1986, as amended, and is exempt from
Federal income taxes under Section 501(a) of such Code, pursuant
to a determination letter dated April 3, 1986 from the Internal
Revenue Service. However, all qualified retirement plans must be
amended by December 31, 1994 to comply with the changes in plan
qualification requirements enacted by the Tax Reform Act of 1986
and all other tax law changes enacted through the Omnibus Budget
Reconciliation of 1993. The Company has amended the Plan to
conform with such requirements and the Plan has been submitted to
the IRS for a new determination letter. The administrators of the
Plan, in conjunction with their tax counsel, believe that after the
Plan amendments, the Plan still operates in accordance with the
Internal Revenue Code.
(Continued)
10
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Notes to Financial Statements
(7) The Manhattan Savings Bank Employee Thrift Incentive Plan
Termination
Effective January 1, 1991, the Board of Trustees of The Manhattan
Savings Bank, a wholly owned subsidiary of the Corporation, agreed
to terminate The Manhattan Savings Bank Employee Thrift Incentive
Plan. Such termination was subject to the approval of certain
regulatory filings by the Internal Revenue Service. Effective
January 1, 1991, all participants of The Manhattan Savings Bank
Employee Thrift Incentive Plan became fully vested in their
respective participant accounts including employer's contributions
and all regular salaried employees of The Manhattan Savings Bank
were eligible to participate in the Plan. Upon receipt of the
regulatory approval of the Application of Determination Upon
Termination, The Manhattan Savings Bank employees were given the
option to liquidate funds in their participant account in total or
liquidate the after-tax portion and roll over the deferred-tax
portion into the Profit Sharing and Savings Plan of Republic
National Bank of New York. Such regulatory approvals were received
in 1993 and approximately $389,000 of the assets of The Manhattan
Savings Bank Employee Thrift Incentive Plan were transferred to the
Plan and recorded as employee contributions.
Schedule 1
----------
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
<TABLE>
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1994
<CAPTION>
No. of Fair
units/shares Cost value
------------ ---- -----
<S> <C> <C> <C>
Aggressive Growth Fund:
Dreyfus Cash Management 181,474 $ 181,474 181,474
Pooled Employee Benefit Trust
of Republic National Bank
of New York - Aggressive
Investment Fund 18,386 4,281,671 5,929,414
----------- ---------
Total Aggressive Growth Fund $ 4,463,145 6,110,888
=========== =========
Common Stock Fund:
Dreyfus Cash Management 169,982 $ 169,982 169,982
Pooled Employee Benefit Trust
of Republic National Bank
of New York - Common Stock
Investment Fund 17,878 7,388,529 12,712,978
----------- ----------
Total Common Stock Fund $ 7,558,511 12,882,960
=========== ==========
Fixed Income Fund:
Dreyfus Cash Management 203,996 $ 203,996 203,996
Pooled Employee Benefit Trust
of Republic National Bank
of New York - Fixed Income
Investment Fund 19,205 4,224,687 6,663,078
----------- ---------
Total Fixed Income Fund $ 4,428,683 6,867,074
=========== =========
Savings Fund:
Dreyfus Cash Management 235,097 $ 235,097 235,097
Pooled Employee Benefit Trust
of Republic National Bank
of New York - Short Term
Money Fund 86,474 20,609,306 30,014,205
----------- ----------
Total Savings Fund $ 20,844,403 30,249,302
=========== ==========
</TABLE>
(Continued)
Schedule 1,Cont.
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
<TABLE>
Item 27a - Schedule of Assets Held for Investment Purposes,Continued
<CAPTION>
No. of Fair
units/shares Cost value
------------ ---- -----
<S> <C> <C> <C>
Managed Total Return Fund:
Dreyfus Cash Management 103,272 $ 103,272 103,272
Pooled Employee Benefit Trust
of Republic National Bank
of New York - Managed Total
Return Investment Fund 66,830 8,756,189 11,421,225
---------- ----------
Total Managed Total Return
Fund $ 8,859,461 11,524,497
========== ==========
RNYC Common Stock Fund:
Dreyfus Cash Management 163,803 $ 163,803 163,803
Republic New York Corporation -
Common Stock shares 226,937 10,121,517 10,268,899
shares ---------- ----------
Total RNYC Common Stock
Fund $ 10,285,320 10,432,702
========== ==========
</TABLE>
Schedule 2
----------
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Item 27d - Schedule of Reportable Transactions
Year ended December 31, 1994
Description of issue
- --------------------
Purchases:
Single transactions:
No Reportable Transactions
Series of transactions:
No Reportable Transactions
Sales:
Single transactions:
No Reportable Transactions
Series of transactions:
No Reportable Transactions
