UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: April 22, 1996
REPUBLIC NEW YORK CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 1-7436 13-2764867
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
This amended Current Report on Form 8-K is being filed in connection with
Republic New York Corporation's Current Report on Form 8-K, dated March 15,
1996, which reported the completion, on February 29, 1996, of the previously
announced acquisition of Brooklyn Bancorp, Inc. ("BBI") by Republic New York
Corporation (the "Corporation"). This amended Current Report on Form 8-K
includes the Pro Forma Combined Condensed Statement of Condition for the
Corporation and BBI at December 31, 1995, giving effect to the Corporation's
acquisition of BBI as if it had been consummated on that date. Also presented is
the Pro Forma Combined Condensed Statement of Income for the year ended
December 31, 1995, giving effect to the Corporation's acquisition of BBI as if
it had been consummated on January 1, 1995.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Brooklyn Bancorp, Inc.
There is hereby incorporated herein by reference, from the filings
submitted by Brooklyn Bancorp, Inc. to the Securities and Exchange Commission
(File No. 0-23888), the following financial statements:
1. Annual Report on Form 10-K for the year ended December 31, 1994.
2. Quarterly Report on Form 10-Q for the three month period ended
March 31, 1995.
3. Quarterly Report on Form 10-Q for the six month period ended
June 30, 1995.
4. Quarterly Report on Form 10-Q for the nine month period ended
September 30, 1995.
<PAGE>
(b) Pro Forma Financial Information
REPUBLIC NEW YORK CORPORATION
AND BROOKLYN BANCORP, INC.
PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION
The following unaudited pro forma combined condensed financial information
presents the Pro Forma Condensed Statement of Condition of Republic New York
Corporation (the "Corporation") and Brooklyn Bancorp, Inc. ("BBI") at December
31, 1995, giving effect to the acquisition of BBI as if it had been consummated
on that date. Also presented is the Pro Forma Combined Condensed Statement of
Income for the year ended December 31, 1995, giving effect to the acquisition of
BBI as if it had been consummated on January 1, 1995. The pro forma information
is based on the historical financial statements of the Corporation and BBI after
giving effect to the transaction under the purchase method of accounting and the
assumptions and adjustments in the accompanying Notes to Pro Forma Combined
Condensed Financial Information. The assets and liabilities of BBI have been
adjusted to fair value using purchase accounting adjustments based upon
preliminary estimates and evaluations as of December 31, 1995. Such preliminary
estimates and assumptions are subject to change as additional information is
obtained. The allocations of purchase cost are subject to final determination,
based upon estimates and other evaluations of fair value, as of February 29,
1996, the date the purchase was consummated. Therefore, the allocations
reflected in the Pro Forma Combined Condensed Financial Information may differ
from the amounts ultimately determined.
The pro forma information, which is more fully described in the notes thereto,
has been prepared by the Corporation's management based upon the financial
statements of the Corporation incorporated by reference herein and the financial
statements of BBI at December 31, 1995 and for the one-year period then ended.
This pro forma information may not be indicative of the results that actually
would have occurred if the purchase had been consummated on the dates indicated
or that may be obtained in the future. The pro forma financial information
should be read in conjunction with the notes thereto and the audited financial
statements and notes of the Corporation in its Annual Report on Form 10-K for
the fiscal year ended December 31, 1995 and the audited financial statements and
notes of BBI in their Annual Report on Form 10-K for the year ended December 31,
1994, and their Quarterly Reports on Form 10-Q for the three month, six month
and nine month periods ended March 31, 1995, June 30, 1995 and September 30,
1995, respectively, all of which reports are hereby incorporated herein by
reference.
<PAGE>
<TABLE>
<CAPTION>
REPUBLIC NEW YORK CORPORATION AND
BROOKLYN BANCORP, INC.
PRO FORMA COMBINED CONDENSED STATEMENT OF CONDITION
December 31, 1995
(In Thousands)
(Unaudited)
(Historical)
--------------------------------- Pro Forma
The Brooklyn Adjustments
Corporation Bancorp, Inc. Notes (1)(2) Pro Forma
-------------- ------------- ------------ --------------
<S> <C> <C> <C> <C>
Assets:
Cash and due from banks $ 675,683 $ 67,527 $ -- $ 743,210
Interest-bearing deposits with banks 6,094,495 278,079 (529,518) 5,843,056
Precious metals 1,250,038 -- -- 1,250,038
Total investment securities 16,238,545 2,071,766 (3,013) 18,307,298
Trading account assets 4,035,606 -- -- 4,035,606
Federal funds sold and securities purchased
under resale agreements 1,749,268 255,542 -- 2,004,810
Loans, net of unearned income 9,843,960 1,318,933 (68,055) 11,094,838
Allowance for possible loan losses (300,593) (45,415) -- (346,008)
------------ ------------ ------------ ------------
Loans, net 9,543,367 1,273,518 (68,055) 10,748,830
Customers' liability on acceptances 818,007 -- -- 818,007
Investment in affiliate 722,466 -- -- 722,466
Premises and equipment 436,771 36,040 (8,167) 464,644
Other assets 2,317,308 141,595 264,825 2,723,728
------------ ------------ ------------ ------------
Total assets $ 43,881,554 $ 4,124,067 $ (343,928) $ 47,661,693
============ ============ ============ ============
Liabilities and stockholders' equity:
Total deposits $ 24,919,633 $ 3,638,926 $ 10,155 $ 28,568,714
Trading account liabilities 3,719,651 -- -- 3,719,651
Short-term borrowings 3,890,768 -- -- 3,890,768
Acceptances outstanding 819,766 -- -- 819,766
Due to factored clients 528,684 -- -- 528,684
Other liabilities 3,033,693 76,869 31,230 3,141,792
Long-term debt 1,555,111 -- -- 1,555,111
Subordinated long-term debt and perpetual
capital notes 2,406,440 20,300 2,659 2,429,399
Stockholders' equity:
Cumulative preferred stock 575,000 -- -- 575,000
Common stock 281,298 120 (120) 281,298
Warrants -- 9,000 (9,000) --
Surplus 590,008 466,868 (466,868) 590,008
Retained earnings (deficit) 1,636,264 (88,089) 88,089 1,636,264
Net unrealized (depreciation) appreciation on
securities available for sale, net of taxes (74,762) 73 (73) (74,762)
------------ ------------ ------------ ------------
Total stockholders' equity 3,007,808 387,972 (387,972) 3,007,808
------------ ------------ ------------ ------------
Total liabilities and stockholders' equity $ 43,881,554 $ 4,124,067 $ (343,928) $ 47,661,693
============ ============ ============ ============
See Notes to Pro Forma Combined Condensed Financial Information.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
REPUBLIC NEW YORK CORPORATION AND
BROOKLYN BANCORP, INC.
PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
Year Ended December 31, 1995
(In Thousands, Except Per Share Data)
(Unaudited)
(Historical)
-------------------------- Pro Forma
The Brooklyn Adjustments
Corporation Bancorp, Inc. Notes (1) (3) Pro Forma
----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans $ 749,719 $ 132,929 $ 5,794 $ 888,442
Interest on deposits with banks 526,185 29,089 (31,771) 523,503
Interest and dividends on investment securities:
Taxable 927,740 105,286 924 1,033,950
Exempt from federal income taxes 89,744 -- -- 89,744
Interest on trading account assets 55,736 -- -- 55,736
Interest on federal funds sold and securities
purchased under resale agreements 97,547 3,747 -- 101,294
---------- ---------- ---------- ----------
Total interest income 2,446,671 271,051 (25,053) 2,692,669
---------- ---------- ---------- ----------
Interest expense:
Interest on deposits 1,138,075 146,105 (5,371) 1,278,809
Interest on short-term borrowings 218,804 -- -- 218,804
Interest on long-term debt 270,893 1,893 -- 272,786
---------- ---------- ---------- ----------
Total interest expense 1,627,772 147,998 (5,371) 1,770,399
---------- ---------- ---------- ----------
Net interest income 818,899 123,053 (19,682) 922,270
Provision for loan losses 12,000 7,500 -- 19,500
---------- ---------- ---------- ----------
Net interest income after provision for
loan losses 806,899 115,553 (19,682) 902,770
---------- ---------- ---------- ----------
Other operating income:
Income from precious metals 38,049 -- -- 38,049
Foreign exchange trading income 113,051 -- -- 113,051
Trading account profits and commissions 24,746 -- -- 24,746
Investment securities gains, net 25,663 2,935 -- 28,598
Net gain on loans sold or held for sale 6,765 -- -- 6,765
Commission income 56,935 -- -- 56,935
Equity in earnings of affiliate 79,481 -- -- 79,481
Other income 68,191 32,988 -- 101,179
---------- ---------- ---------- ----------
Total other operating income 412,881 35,923 -- 448,804
---------- ---------- ---------- ----------
Other operating expenses:
Salaries and employee benefits 381,616 31,040 -- 412,656
Occupancy, net 57,975 18,179 (448) 75,706
Restructuring and related charges 120,000 -- -- 120,000
Other expenses 262,074 29,910 17,257 309,241
---------- ---------- ---------- ----------
Total other operating expenses 821,665 79,129 16,809 917,603
---------- ---------- ---------- ----------
Income before income taxes 398,115 72,347 (36,491) 433,971
Income tax expense 109,466 32,059 (6,732) 134,793
---------- ---------- ---------- ----------
Net income $ 288,649 $ 40,288 $ (29,759) $ 299,178
========== ========== ========== ==========
Net income applicable to common stock $ 252,182 $ 40,288 $ (29,759) $ 262,711
========== ========== ========== ==========
Net income per common share:
Primary $ 4.66 $ 3.21 $ 4.86
Fully diluted $ 4.59 $ 3.21 $ 4.78
Average common shares outstanding:
Primary 54,060 12,559 54,060
Fully diluted 56,199 12,740 56,199
See Notes to Pro Forma Combined Condensed Financial Information.
</TABLE>
<PAGE>
REPUBLIC NEW YORK CORPORATION
AND BROOKLYN BANCORP, INC.
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION
(Unaudited)
NOTE 1. The Pro Forma Combined Condensed Financial Information is based upon the
historical financial statements of the Corporation and BBI adjusted as follows
for the purposes of this pro forma presentation. Certain accounts as previously
reported by BBI in both the Statement of Condition and Statement of Income have
been reclassified to provide consistency with the Corporation's reporting
format.
Under the agreement between the Corporation and BBI, BBI was acquired on
February 29, 1996 for approximately $529.5 million in an all cash transaction at
$41.50 per share for all shares of common stock and common stock equivalents.
The cost of funding this transaction by the Corporation, through the liquidation
of interest bearing deposits with banks, has been included in the accompanying
pro forma presentations.
NOTE 2. The assumptions underlying the pro forma adjustments are summarized as
follows:
(a) The estimated fair value adjustments have been determined by the
Corporation based upon information provided by BBI, additional information
obtained in the preliminary review of BBI's operations and various assumptions
deemed appropriate by the Corporation. Certain fair value estimates may change
as refinements are made. The fair values ultimately determined may be different
from those values used in the pro forma adjustments included herein.
Assumptions relating to the estimates of fair value of the net tangible and
intangible assets of BBI are summarized as follows:
(i) Investment securities were valued at their estimated market value as of
December 31, 1995. The resulting net discount is being accreted into interest
income on a constant yield basis over an average life of approximately four
years.
(ii) Loans were valued based upon market interest rates as of December 31,
1995. The resulting net discount is being accreted into interest income on a
constant yield basis over an average life of approximately seven years.
(iii) Premises and equipment were adjusted to fair market value. The resultant
adjustment is being accreted into income on a straight-line basis of thirty-five
years for premises and ten years for equipment.
(iv) Deposits were valued based upon interest rates for comparable liabilities
as of December 31, 1995. The resulting premium is being accreted into interest
expense on a constant yield basis over an average life of approximately two
years.
(v) Subordinated long-term debt was valued at actual based upon the
Corporation's purchase of this debt in the open market at current market value.
(vi) The core deposit intangible asset is being amortized on a straight-line
basis over a life of seven years. The excess of cost over the market value
of nets assets acquired, goodwill, is being amortized to expense on a
straight-line basis over a life of fifteen years.
(b) The following table summarizes the fair value adjustments used to adjust the
assets and liabilities of BBI to estimated market value:
<TABLE>
<CAPTION>
December 31,
1995
--------------
(In Thousands)
<S> <C>
Purchase Accounting Adjustments Summary:
Net Assets Acquired $ 387,972
Fair Value Adjustments:
Investment securities (3,013)
Loans (68,055)
Premises and equipment (8,167)
Other assets -Deferred income tax 42,822
-Other assets 2,003
-Core deposit intangible 34,000
-Goodwill 186,000
Deposits (10,155)
Subordinated long-term debt (2,659)
Other liabilities (31,230)
----------------
Net Fair Value Adjustments 141,546
----------------
Cost of acquisition $ 529,518
================
</TABLE>
NOTE 3. The Pro Forma Combined Condensed Statement of Income for the year ended
December 31, 1995 reflects the combination of historical operating results of
the Corporation and BBI and includes the necessary purchase accounting
adjustments as if the combination had taken place on January 1, 1995. The
purchase accounting adjustments used in the preparation of the Pro Forma
Combined Condensed Statement of Income are summarized below.
<PAGE>
<TABLE>
<CAPTION>
Year
Ended
December 31,
1995
---------------
(In Thousands)
<S> <C>
Net income of the Corporation $ 288,649
Net income of Brooklyn Bancorp. Inc. 40,288
Pro Forma Adjustments:
Amortization/Accretion of Purchase Accounting Adjustments:
Investment securities 924
Loans 5,794
Premises and equipment 448
Core deposit intangible (4,857)
Deposits 5,371
Goodwill (12,400)
Opportunity cost on net assets acquired (31,771)
Tax effect of pro forma adjustments 6,732
---------
Total Pro Forma Adjustments (29,759)
---------
Pro Forma Net Income $ 299,178
=========
</TABLE>
NOTE 4. The following table sets forth the projected effect of purchase
accounting adjustments on the operating results of the Corporation in future
periods. The projected amortization and accretion is subject to change in the
event such assets are subsequently sold and to variations between expected
payments and those which may actually occur.
<TABLE>
<CAPTION>
1996 1997 1998 1999 2000
---- ---- ---- ---- ----
(In Thousands)
<S> <C> <C> <C> <C> <C>
Accretion of discount adjustment on loans $ 5,794 $ 6,186 $ 7,888 $ 8,277 $ 8,033
Accretion of investment securities
market value adjustment 924 226 274 340 367
Amortization of premises and equipment 448 448 448 448 448
Amortization of premium adjustment on deposits 5,371 2,481 1,146 902 255
Income tax expense (4,388) (3,269) (3,415) (3,488) (3,186)
Amortization of core deposit intangible (4,857) (4,857) (4,857) (4,857) (4,857)
Amortization of goodwill (12,400) (12,400) (12,400) (12,400) (12,400)
-------- -------- -------- -------- --------
Net debit to operations $ (9,108) $(11,185) $(10,916) $(10,779) $(11,340)
======== ======== ======== ======== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRO FORMA
COMPUTATION OF EARNINGS PER COMMON SHARE
UNAUDITED
(In thousands except per share data)
Year
Ended
December 31,
1995
------------
<S> <C>
Primary:
Earnings:
Net income - the Corporation $ 288,649
Less preferred stock dividends (36,467)
Net income - BBI 40,288
Pro forma adjustments (29,759)
---------
Net income applicable to
common stock as adjusted $ 262,711
=========
Shares:
Average number of common
shares outstanding - the Corporation historic 54,060
=========
Net income per common share $ 4.86
=========
Fully Diluted:
Earnings:
Net income applicable to
common stock - the Corporation $ 252,182
Net income - BBI 40,288
Pro forma adjustments (29,759)
Add dividends applicable to
convertible preferred stock 5,920
---------
Net income applicable to
common stock as adjusted $ 268,631
=========
Shares:
Average number of common
shares outstanding- the Corporation historic 54,060
Add shares assumed issued upon
exercise of stock options 161
Add shares assumed issued upon
conversion of preferred stock 1,978
---------
Average number of common shares
outstanding as adjusted 56,199
=========
Net income per common share $ 4.78
=========
</TABLE>
<PAGE>
(c) Exhibits
2 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 dated October 2, 1995).
23 Consents of Experts and Counsel
SIGNATURES
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: April 22, 1996
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
23 Consent of Arthur Andersen LLP
Exhibit 23
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement (No. 33-49507) on Form S-3 of Republic
New York Corporation of our report dated March 2, 1995, with respect to the
consolidated statements of condition of Brooklyn Bancorp, Inc. and subsidiary
as of December 31, 1994 and 1993, and the related consolidated statements of
operations, changes in stockholders' equity and cash flows for the years
ended December 31, 1994 and 1993 and for the period January 25, 1992 to
December 31, 1992, which report is incorporated by reference in the Form 8-K/A
of Republic New York Corporation dated April 22, 1996.
/s/ Arthur Andersen LLP
April 22, 1996
<PAGE>
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
_________________________________________
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement (No. 33-42582) on Form S-3 of Republic
New York Corporation of our report dated March 2, 1995, with respect to the
consolidated statements of condition of Brooklyn Bancorp, Inc. and subsidiary
as of December 31, 1994 and 1993, and the related consolidated statements of
operations, changes in stockholders' equity and cash flows for the years ended
December 31, 1994 and 1993 and for the period January 25, 1992 to December 31,
1992, which report is incorporated by reference in the Form 8-K/A of Republic
New York Corporation dated April 22, 1996.
/s/ Arthur Andersen LLP
Arpil 22,1996
<PAGE>
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement (No. 33-57351) on Form S-8 of
Republic New York Corporation of our report dated March 2, 1995, with respect
to the consolidated statements of condition of Brooklyn Bancorp, Inc. and
subsidiary as of December 31, 1994 and 1993, and the related consolidated
statements of operations, changes in stockholders' equity and cash flows for
the years ended December 31, 1994 and 1993 and for the period January 25, 1992
to December 31, 1992, which report is incorporated by reference in the Form
8-K/A of Republic New York Corporation dated April 22, 1996.
/s/ Arthur Andersen LLP
April 22, 1996
<PAGE>
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement (No. 33-38789) on Form S-8 of
Republic New York Corporation of our report dated March 2, 1995, with respect
to the consolidated statements of condition of Brooklyn Bancorp, Inc. and
subsidiary as of December 31, 1994 and 1993 and the related consolidated
statements of operations, changes in stockholders' equity and cash flows for
the years ended December 31, 1994 and 1993 and for the period January 25, 1992
to December 31, 1992, which report is incorporated by reference in the Form
8-K/A of Republic New York Corporation dated April 22, 1996.
/s/ Arthur Andersen LLP
April 22, 1996
<PAGE>
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement (No. 33-49639) on Form S-8 of
Republic New York Corporation of our report dated March 2, 1995, with respect
to the consolidated statements of condition of Brooklyn Bancorp, Inc. and
subsidiary as of December 31, 1994 and 1993, and the related consolidated
statements of operations, changes in stockholders' equity and cash flows
for the years ended December 31, 1994 and 1993 and for the period January
25, 1992 to December 31, 1992, which report is incorporated by reference
in the Form 8-K/A of Republic New York Corporation dated April 22, 1996.
/s/ Arthur Andersen LLP
April 22, 1996
