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: March 15, 1996
REPUBLIC NEW YORK CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 1-7436 13-2764867
(State or other juris- (Commission (IRS Employer
diction of incorporation) file number) Identification No.)
452 Fifth Avenue, New York, NY 10018
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (212) 525-6100
Item 2. Acquisition or Disposition of Assets.
On February 29, 1996, Republic New York Corporation (the
"Corporation") completed its previously announced acquisition of
Brooklyn Bancorp, Inc. ("BBI") and its wholly-owned subsidiary
CrossLand FSB ("CrossLand"). The transaction was consummated in
accordance with an Agreement and Plan of Merger dated as of
September 23, 1995, among the Corporation, LRNY Incorporated and
BBI. Also, pursuant to a related Agreement for Merger dated as of
February 29, 1996, between Republic National Bank of New
York("Republic Bank")and CrossLand (the "Bank Merger Agreement"),
CrossLand was merged with and into Republic Bank (the "Bank
Merger"), a wholly-owned banking subsidiary of the Corporation.
The transactions were completed after receipt of approvals by all
the appropriate regulatory agencies and BBI's stockholders.
The Corporation purchased all of the common stock and common
stock equivalents of BBI in an all cash transaction at $41.50 per
share for a total consideration of approximately $530 million.
The acquisition was financed with general corporate funds. The
acquisition of BBI has been accounted for as a purchase
transaction with BBI's assets and liabilities recorded at
estimated fair values.
BBI, a unitary savings and loan holding company incorporated
in Delaware, had total assets of $4.1 billion, total deposits of
$3.6 billion and total stockholders' equity of $388 million at
December 31, 1995. CrossLand, a federal stock savings bank
headquartered in Brooklyn, New York, had approximately 385,000
accounts in 33 branches in the New York metropolitan area prior
to the acquisition. CrossLand's principal business consists of
attracting deposits from the general public and providing lending
services.
Republic Bank is a national banking association organized in
1965 and is headquartered in New York City. At December 31,
1995, Republic Bank had total assets of $39.8 billion, total
deposits of $25.3 billion and stockholder's equity of $2.8
billion. Prior to the Bank Merger, Republic Bank had 64 domestic
branches as well as foreign branch offices and foreign banking
subsidiaries in Europe, Latin America and Asia. Republic Bank is
active in international banking where it operates principally as
a wholesale bank. Domestically, Republic Bank provides a full
range of banking services.
With the merger of CrossLand into Republic Bank, Republic
Bank has total assets of approximately $44.0 billion and total
deposits of approximately $29.0 billion and operates through
approximately 94 branches. Based on data at December 31, 1995,
the merged bank would constitute approximately 92% of the
Corporation's pro forma consolidated total assets.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Brooklyn Bancorp, Inc.
1. Annual Report on Form 10-K for the year ended December
31, 1994.*
2. Quarterly Report on Form 10-Q for the nine month period
ended September 30, 1995.*
* Hereby incorporated herein by reference to such filings of
Brooklyn Bancorp, Inc. (Commission file no. 0-23888).
(b) Pro Forma Financial Information
It is impracticable to provide the required pro forma
financial information at the time this Report is filed. Such
financial information will be filed under cover of Form 8-K/A on
or about April 22, 1996.
(c) Exhibits
2a. Agreement and Plan of Merger, dated as of September 23,
1995, by and among Republic New York Corporation, LRNY
Incorporated and Brooklyn Bancorp, Inc. (Incorporated herein
by reference to such Exhibit filed with the Corporation's
filing on Schedule 13D on October 2, 1995).
2b. Agreement for Merger, dated as of February 29, 1996, between
Republic National Bank of New York and CrossLand FSB.
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: March 15, 1996
Exhibit Index
Exhibit No. Description of Exhibit
2b. Agreement for Merger, dated as of February 29,
1996, between Republic National Bank of New York
and CrossLand FSB.
Exhibit 2b
AGREEMENT FOR MERGER OF
CROSSLAND FEDERAL SAVINGS BANK
WITH AND INTO
REPUBLIC NATIONAL BANK OF NEW YORK
(Bank Merger Agreement)
BANK MERGER AGREEMENT (the "Bank Merger Agreement") dated as of
February 29, 1996 adopted and made by and between the following
(each a "Party" and, collectively, the "Parties"): (1) Republic
National Bank of New York ("RNBNY"), a national banking
association having its main office at 452 Fifth Avenue, New York,
New York 10018, and (ii) Crossland Federal Savings Bank
("Crossland FSB"), a federally-chartered savings bank having its
principal office at 211 Montague Street, Brooklyn, New York 11201.
W I T N E S S E T H
WHEREAS, RNBNY, organized and existing under the laws of the
United States, has authorized capital stock consisting of
4,800,000 shares of Common Stock, par value $100.00 per share, of
which, at the date hereof, 3,550,000 shares are issued and
outstanding and owned by Republic New York Corporation ("RNYC"),
New York, New York;
WHEREAS, CROSSLAND FSB, organized and existing under the laws of
the United States, has authorized capital stock consisting of
12,000,000 shares of Common Stock, par value $1.00 per share, all
of which, at the date hereof, are issued and outstanding and owned
by Brooklyn Bancorp.
WHEREAS, the Parties and RNYC deem the merger of Crossland FSB
with and into RNBNY, under and pursuant to the terms and
conditions set forth or referred to herein, to be desirable and in
the Parties' best interest and in the interests of their
respective shareholders;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained and intending to be legally bound
hereby, the Parties hereto do hereby agree as follows.
SECTION 01.00
BANK MERGER
Section 01.01: Subject to the terms and conditions of this Bank
Merger Agreement, on the Effective Date (as defined in Section
06.00 of this Bank Merger Agreement), Crossland FSB shall be
merged with and into RNBNY, pursuant to the provisions of, and
with the effect provided in, 12 U.S.C. 215c (the "Bank Merger").
Section 01.02: On the Effective Date, the separate existence of
Crossland FSB shall cease and RNBNY, as the surviving entity,
shall continue its existence under the title "Republic National
Bank of New York" unaffected and unimpaired by the Bank Merger,
and shall be liable for all of the liabilities of Crossland FSB
existing at the Effective Date (RNBNY as existing on and after the
Effective Date being hereinafter sometimes referred to as the
"RNBNY Surviving Bank").
Section 01.03: The main office of the RNBNY Surviving Bank shall
be located at 452 Fifth Avenue, New York, New York 10018 and
branch offices thereof shall be at the locations set forth on the
attached Schedule A.
SECTION 02.00
ARTICLES OF ASSOCIATION AND BY-LAWS
RNBNY's Articles of Association and RNBNY's By-Laws in effect
immediately prior to the Effective Date shall continue to be the
Articles of Association and By-laws of the RNBNY Surviving Bank
after the Effective Date.
SECTION 03.00
BOARD OF DIRECTORS AND MANAGEMENT
RNBNY's Board of Directors and RNBNY's Management immediately
prior to the Effective Date shall be the Board of Directors and
Management of the RNBNY Surviving Bank after the Effective Date
except that Richard A. Kraemer will be named a Vice Chairman of
RNYC and RNBNY and George M. Kondos will be named an Executive
Vice President of RNBNY.
SECTION 04.00
CAPITAL
The shares of capital stock of RNBNY issued and outstanding
immediately prior to the Effective Date shall, on and after the
Effective Date, continue to be issued and outstanding.
SECTION 05.00
CANCELLATION OF SHARES OF CROSSLAND FSB
Section 05.01: On the Effective Date, each share of Crossland FSB
stock outstanding immediately prior to the Effective Date shall by
virtue of the Bank Merger be canceled and no cash, stock or other
property shall be delivered in exchange therefor.
Section 05.02: On the Effective Date, the stock transfer books of
Crossland FSB shall be closed and no transfer of stock of
Crossland FSB shall thereafter be made or recognized.
SECTION 06.00
EFFECTIVE DATE OF THE BANK MERGER
The Bank Merger shall be effective at the time and on the date
agreed to by the Parties, but not earlier than the time and date
upon which the Office of the Comptroller of the Currency permits
the Bank Merger to occur (the "Effective Date").
SECTION 07.00
FURTHER ASSURANCES
If at any time the RNBNY Surviving Bank shall consider or be
advised that any further assignments, conveyances or assurances
are necessary or desirable to vest, perfect or confirm in the
RNBNY Surviving Bank title to any property or rights of Crossland
FSB or otherwise carry out the provisions hereof, the proper
officers and directors of Crossland FSB, as of the Effective Date,
and thereafter the officers of the RNBNY Surviving Bank, acting on
behalf of Crossland FSB, shall execute and deliver any and all
proper assignments, conveyances and assurances, and do all things
necessary or desirable to vest, perfect or confirm title to such
property or rights in the RNBNY Surviving Bank and otherwise carry
out the provisions hereof.
SECTION 08.00
CONDITIONS PRECEDENT
The respective obligations of the Parties to effect the Bank
Merger as herein provided shall be subject to each of the
following, unless duly waived by the Party adversely affected or
benefited:
(a) Approval of this Bank Merger Agreement by the Parties'
respective Board of Directors, RNYC's Board of Directors, and
the respective shareholders' of the Parties;
(b) Satisfaction of the conditions set forth in this Bank
Merger Agreement.
SECTION 09.00
TERMINATION
Notwithstanding anything to the contrary contained in this Bank
Merger Agreement and notwithstanding adoption hereof by the
Parties' Board of Directors and the Parties' shareholders, this
Bank Merger Agreement may be terminated and the Bank Merger
abandoned upon the mutual agreement of the Parties.
SECTION 10.00
MISCELLANEOUS
Section 10.01: This Bank Merger Agreement may be amended and/or
supplemented at any time by mutual agreement of the Parties.
Section 10.02: The headings of the several sections herein are
inserted for convenience of reference only and are not intended to
be a part of or to affect the meaning or interpretation of this
Bank Merger Agreement.
Section 10.03: This Bank Merger Agreement may be executed in
several counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same
instrument.
Section 10.04: This Bank Merger Agreement shall be governed by
and construed in accordance with the laws of the State of New York
applicable to agreements made and to be performed in such
jurisdiction, except to the extent federal law may be applicable.
IN WITNESS WHEREOF, the Parties, intending to be legally bound
hereby, have caused this Bank Merger Agreement to be executed by
their duly authorized officers and their corporate seals to be
hereunto affixed and attested by their officers thereunto duly
authorized, all as of the day and year first above written.
ATTEST: REPUBLIC NATIONAL BANK OF NEW YORK
/s/ Marcy Cohen By: /s/ Vito S. Portera
(SEAL)
ATTEST: CROSSLAND FEDERAL SAVINGS BANK
/s/ John Gunther By: /s/ Richard A. Kraemer
(SEAL)
Schedule A
LIST OF BRANCHES OF RNBNY SURVIVING BANK
Manhattan:
100 Maiden Lane
176 Broadway
207 Varick Street
450 Sixth Avenue
80 Eighth Avenue
1180 Sixth Avenue
1002 Madison Avenue
45 East 89th Street
2520 Broadway
600 Third Avenue
1410 Broadway
99 Park Avenue
431 World Trade Center, Southeast Concourse
661 8th Avenue
265 Broadway
988 8th Avenue
415 Madison Avenue
1 East Eighth Street_
1166 Avenue of the Americas_
1356 Broadway_
101 West 14 Street_
120 Broadway_
950 Third Avenue_
Bronx:
Hunts Point Co-op Market
2148 Bartow Avenue_
Brooklyn:
200 Montague Street
325 Ninth Street
6614 Bay Parkway
465 86th Street
4930 Kings Highway
1545 Flatbush Avenue
7423 13th Avenue
8603 21st Avenue
6702 Bay Parkway
1602 Kings Highway
1321 Kings Highway
211 Montague Street_
1702 Avenue U_
4201 Avenue D_
5929 Flatlands Avenue_
447 86 Street_
2001 Rockaway Parkway_
9201 Third Avenue_
395 Jay Street_
815 Flatbush Avenue_
1417 Avenue U_
7424 13 Avenue_
481 Kings Highway_
2145 Ralph Avenue_
1628 Shore Parkway_
Queens:
7627 37th Avenue
220-40 Hillside Avenue
144-61 Northern Blvd.
64-02 108 Street, Forest Hills_
34-15 Francis Lewis Boulevard, Flushing_
82-57 Broadway, Elmhurst_
Nassau:
3544 Long Beach Road, Oceanside_
175 West Merrick Road, Valley Stream_
215 West Merrick Road, Freeport_
1572 Union Turnpike, New Hyde Park_
1315 Penninsula Boulevard, Hewlett_
2030 Northern Boulevard, Manhasset_
Roosevelt Field Mall, Garden City_
125 Cedarhurst Avenue, Cedarhurst_
1280 Union Turnpike, North New Hyde Park_
Westchester:
1300 North Avenue
Rockland:
170 South Main Street
New Jersey:
1525 Irving Street_
848 King George Road_
761 Palisades Avenue_
_Prior to the Effective Date a Crossland FSB Branch
