SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: June 26, 1995
REPUBLIC NEW YORK CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 1-7436 13-2764867
(State or other (Commission file number) (IRS Employer
jurisdiction of 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
June 20, 1995 relating to the offering of 3,000,000 shares of
$1.8125 Cumulative Preferred Stock ($25 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(v) Articles Supplementary, classifying shares of the
Corporation's $1.8125 Cumulative Preferred Stock
($25 Stated Value), dated June 26, 1995.
12(c) 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: William F. Rosenblum, Jr.
------------------------------
Senior Vice President
Date: June 26, 1995
Exhibit Index
Exhibit No. Description of Exhibit
4(v) Articles Supplementary, classifying shares of
the Corporation's $1.8125 Cumulative
Preferred Stock ($25 Stated Value), dated June 26,
1995.
12(c) Calculation of Ratios of Earnings to Combined
Fixed Charges and Preferred Stock Dividends
-Consolidated
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 3,000,000 of the 8,047,500 shares of Preferred
Stock (the "Preferred Stock") which the Corporation now has
authority to issue into a series designated the $1.8125 Cumulative
Preferred Stock, and has provided for the issuance of such series.
SECOND: The number of shares and terms of the $1.8125 Cumulative
Preferred Stock, 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. $1.8125 Cumulative Preferred Stock. 3,000,000 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 $1.8125 Cumulative Preferred Stock
(the "$1.8125 Cumulative Preferred Stock"). The $1.8125 Cumulative
Preferred Stock, is issuable in whole shares only. The $1.8125
Cumulative Preferred Stock, shall be of a stated value of $25 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 $1.8125 Cumulative
Preferred Stock shall be entitled to receive, but only when and as
declared by the Board of Directors out of funds legally available
for the purpose, cash dividends at the rate of $1.8125 per share
per annum, and no more, payable quarterly on the first day of
January, April, July and October of each year, with the first such
dividend being payable October 1, 1995 (each a "dividend payment
date"). Such dividends shall be payable from, and shall be
cumulative from, the date of original issue of each share.
Dividends will be payable, in arrears, to holders of record as they
appear on the stock transfer records of the Corporation on such
record dates, not more than 60 days nor less than 10 days preceding
the payment dates thereof, as shall be fixed by the Board of
Directors. The amount of dividends payable per share for each full
dividend period shall be computed by dividing by four the $1.8125
annual rate. The amount of dividends payable for any dividend
period or any period, either shorter or longer than a full dividend
period shall be calculated on the basis of a 360-day year of twelve
30-day months and the actual number of days elapsed in the dividend
period for which dividends are payable. If in any quarterly
dividend period (being the period between such dividend payment
dates or, in the case of the first such period, from the date of
original issue to October 1, 1995) dividends at the rate of $1.8125
per share per annum shall not have been paid or declared and set
apart for payment on all outstanding shares of $1.8125 Cumulative
Preferred Stock 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 $1.8125 Cumulative Preferred Stock 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 Cumulative Preferred Stock 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 $1.8125 Cumulative Preferred Stock with respect to the
payment of dividends, except by conversion into or exchange for
capital stock of the Corporation ranking junior to the $1.8125
Cumulative Preferred Stock 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 Cumulative Preferred Stock shall have been
paid or declared and set apart for payment.
3. Voting Rights. (i) Holders of the $1.8125 Cumulative
Preferred Stock, shall have no voting rights, either general or
special, except as expressly required by applicable law, the
Charter and as specified in this paragraph 3.
(ii) Whenever, at any time or times, dividends payable
on the shares of $1.8125 Cumulative Preferred Stock, 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 $1.8125 Cumulative Preferred Stock,
have been paid or declared and a sum sufficient for payment has
been set aside, the holders of the $1.8125 Cumulative Preferred
Stock, either alone or together with the holders of one or more
other series of cumulative 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 3 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 $1.8125 Cumulative Preferred Stock, 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 3 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 $1.8125 Cumulative Preferred
Stock. At elections for such directors, each holder of $1.8125
Cumulative Preferred Stock shall be entitled to one-half vote for
each share of $1.8125 Cumulative Preferred Stock held of record on
the record date established for the meeting. The holders of
$1.8125 Cumulative Preferred Stock 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 of the
holders of $1.8125 Cumulative Preferred Stock pursuant to this
paragraph 3, 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 3 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 $1.8125 Cumulative
Preferred Stock, remain outstanding, the affirmative vote of the
holders of at least two-thirds of the shares of $1.8125 Cumulative
Preferred Stock, 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 4(a)) to the $1.8125 Cumulative
Preferred Stock, 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 4(b)) with the $1.8125
Cumulative Preferred Stock, 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 $1.8125 Cumulative
Preferred Stock, and all outstanding shares of stock ranking on a
parity with the $1.8125 Cumulative Preferred Stock, (the $1.8125
Cumulative Preferred Stock, 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 $1.8125
Cumulative Preferred Stock, or of the holders thereof; provided,
however, that any increase in the amount of authorized Preferred
Stock or the Corporation's 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, the Adjustable Rate Cumulative
Preferred Stock, Series D, or the $1.8125 Cumulative Preferred
Stock, 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
$1.8125 Cumulative Preferred Stock 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 $1.8125 Cumulative
Preferred Stock 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 $1.8125
Cumulative Preferred Stock (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 $1.8125
Cumulative Preferred Stock, in exchange for the $1.8125 Cumulative
Preferred Stock, shares of preferred stock having at least the same
relative rights and preferences as the $1.8125 Cumulative Preferred
Stock, (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 3(iv), holders of all series of Parity Stock which
are granted such voting rights shall vote as a class, and each
holder of $1.8125 Cumulative Preferred Stock, shall have one-half
vote 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 $1.8125 Cumulative Preferred Stock 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 $1.8125
Cumulative Preferred Stock shall have been redeemed or sufficient
funds shall have been deposited in trust in accordance with
paragraph 5 to effect such redemption.
4. 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 $1.8125 Cumulative Preferred
Stock, 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 $1.8125 Cumulative Preferred Stock;
(b) on a parity with the $1.8125 Cumulative
Preferred Stock, 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 $1.8125 Cumulative Preferred Stock, if the
holders of such class of stock and the $1.8125 Cumulative Preferred
Stock 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 $1.8125 Cumulative Preferred
Stock, 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
$1.8125 Cumulative Preferred Stock 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 $1.8125 Cumulative Preferred Stock 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 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 and the Adjustable Rate
Cumulative Preferred Stock, Series D.
5. Optional Redemption. The shares of the $1.8125 Cumulative
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 the redemption date. The $1.8125
Cumulative Preferred Stock, will not be subject to any sinking fund
or other obligation of the Corporation to purchase or redeem the
$1.8125 Cumulative Preferred Stock.
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 $1.8125 Cumulative
Preferred Stock, 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 $1.8125 Cumulative Preferred Stock, are in
arrears, no $1.8125 Cumulative Preferred Stock shall be redeemed
unless all outstanding $1.8125 Cumulative Preferred Stock is
simultaneously redeemed, and the Corporation shall not purchase or
otherwise acquire any $1.8125 Cumulative Preferred Stock; provided,
however, that the foregoing shall not prevent the purchase or
acquisition of $1.8125 Cumulative Preferred Stock pursuant to a
purchase or exchange offer so long as such offer is made on the
same terms to all holders of the $1.8125 Cumulative Preferred
Stock.
Notice of redemption shall be given by mailing the same to
each record holder of the $1.8125 Cumulative Preferred Stock 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
$1.8125 Cumulative Preferred Stock to be redeemed; (iii) the
redemption price; (iv) the place or places where certificates for
such shares of $1.8125 Cumulative Preferred Stock 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 $1.8125 Cumulative Preferred Stock are to be
redeemed, the notice mailed to each such holder thereof shall also
specify the number of shares of $1.8125 Cumulative Preferred Stock
to be redeemed from each such holder.
If notice of redemption of any shares of the $1.8125
Cumulative Preferred Stock 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 $1.8125
Cumulative Preferred Stock 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.
6. Liquidation. (i) Upon any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary,
the holders of the $1.8125 Cumulative Preferred Stock 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 $1.8125 Cumulative Preferred Stock, as
to preference in respect to liquidation, dissolution or winding up,
to be paid the amount of $25 per share (the "liquidation
preference") of the $1.8125 Cumulative Preferred Stock, 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 $1.8125 Cumulative Preferred
Stock 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 $1.8125 Cumulative 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. After any such liquidation
preference payment, the holders of the $1.8125 Cumulative Preferred
Stock 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
$1.8125 Cumulative Preferred Stock, and the holders of any
Preferred Stock ranking as to liquidation, dissolution or winding
up on a parity with the $1.8125 Cumulative Preferred Stock, then
such assets shall be distributed among the holders of the $1.8125
Cumulative Preferred Stock, ratably in accordance with the
respective amounts which would be payable on such shares of $1.8125
Cumulative Preferred Stock and 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.
7. Parity Stock. So long as any shares of $1.8125 Cumulative
Preferred Stock 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.
8. 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
$1.8125 Cumulative Preferred Stock, 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 $1.8125 Cumulative Preferred Stock, 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.
9. Exclusion of Other Rights. Unless otherwise required by
law, shares of the $1.8125 Cumulative Preferred Stock 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.
10. 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.
11. 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 $1.8125
Cumulative Preferred Stock, 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 June 26, 1995.
REPUBLIC NEW YORK CORPORATION
By: Walter H. Weiner
---------------------------
Walter H. Weiner
(Chairman)
Attest:
William F. Rosenblum, Jr.
- -------------------------
William F. Rosenblum, Jr
(Secretary)
EXHIBIT 12(c)
<TABLE>
CALCULATION OF RATIOS OF EARNINGS TO COMBINED
FIXED CHARGES AND PREFERRED STOCK DIVIDENDS -- CONSOLIDATED
<CAPTION>
Three Months Ended
Year Ended December 31, March 31,
----------------------------------------------------------- ------------------------
1990 1991 1992 1993 1994 1994 1995
---- ---- ---- ---- ---- ---- ----
(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............... $ 586,627 $ 476,672 $ 513,322 $ 467,841 $ 499,065 $ 118,116 $ 123,564
One-third of rent expense............. 8,241 6,581 10,252 10,859 14,412 3,447 3,302
Preferred stock dividends*............ 23,358 28,871 38,037 42,623 49,895 10,343 13,933
---------- ---------- ---------- ---------- ----------- ---------- ----------
Total fixed charges and preferred
stock dividends................... $ 618,226 $ 512,124 $ 561,611 $ 521,323 $ 563,372 $ 131,906 $ 140,799
========== ========== ========== ========== ========== ========== ==========
Earnings:
Income before income taxes.............. $ 223,325 $ 287,746 $ 347,269 $ 451,358 $ 492,366 $ 116,803 $ 119,505
Fixed charges........................... 594,868 483,253 523,574 478,700 513,477 121,563 126,866
---------- ---------- ---------- ---------- ----------- ---------- ----------
Total earnings.................... $ 818,193 $ 770,999 $ 870,843 $ 930,058 $1,005,843 $ 238,366 $ 246,371
========== ========== ========== ========== ========== ========== ==========
Ratio of earnings to combined fixed
charges and preferred stock dividends
excluding interest on deposits.......... 1.32x 1.51x 1.55x 1.78x 1.79x 1.81x 1.75x
========== ========== ========== ========== ========== ========== ==========
Including Interest on Deposits
Fixed Charges and Preferred Stock Dividends:
Interest on long-term debt,
short-term borrowings and deposits... $2,044,227 $1,682,661 $1,318,228 $1,157,075 $1,326,855 $ 286,143 $ 395,865
One-third of rent expense.............. 8,241 6,581 10,252 10,859 14,412 3,447 3,302
Preferred stock dividends*............. 23,358 28,871 38,037 42,623 49,895 10,343 13,933
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total fixed charges and preferred
stock dividends................... $2,075,826 $1,718,113 $1,366,517 $1,210,557 $1,391,162 $ 299,933 $ 413,100
========== ========== ========== ========== ========== ========== ==========
Earnings:
Income before income taxes............... $ 223,325 $ 287,746 $ 347,269 $ 451,358 $ 492,366 $ 116,803 $ 119,505
Fixed charges............................ 2,052,468 1,689,242 1,328,480 1,167,934 1,341,267 289,590 399,167
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total earnings.................... $2,275,793 $1,976,988 $1,675,749 $1,619,292 $1,833,633 $ 406,393 $ 518,672
========== ========== ========== ========== ========== ========== ==========
Ratio of earnings to combined fixed
charges and preferred stock dividends
including interest on deposits........... 1.10x 1.15x 1.23x 1.34x 1.32x 1.35x 1.26x
========== ========== ========== ========== ========== ========== ==========
<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>
