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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: September 24, 1997
REPUBLIC NEW YORK CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 1-7436 13-2764867
(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation) 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
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Item 5. Other Events
In connection with the filing of a Prospectus Supplement dated September
17, 1997 relating to the offering of 3,000,000 shares of $2.8575 Cumulative
Preferred Stock ($50 Stated Value), the Corporation is hereby filing the
documents listed under Item 7 below as Exhibits to the Corporation's Shelf
Registration Statement (Registration No. 33-42582). 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.
Exhibits
4(a) Notice of Change of Principal Office and Resident Agent filed with the
Maryland State Department of Assessments and Taxation on June 27, 1997.
4(b) Articles Supplementary, classifying shares of the Corporation's $2.8575
Cumulative Preferred Stock ($50 Stated Value), dated September 23, 1997.
12 Calculation of Ratios of Earnings to Combined Fixed Charges and Preferred
Stock Dividends -- Consolidated
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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: /s/ William F. Rosenblum, Jr.
-------------------------------
Senior Vice President
Date: September 24, 1997
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------- ----------------------
4(a) Notice of Change of Principal Office and Resident Agent filed with the
Maryland State Department of Assessments and Taxation on June 27, 1997.
4(b) Articles Supplementary, classifying shares of the Corporation's $2.8575
Cumulative Preferred Stock ($50 Stated Value), dated September 23, 1997.
12 Calculation of Ratios of Earnings to Combined Fixed Charges and Preferred
Stock Dividends -- Consolidated
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Exhibit 4(a)
DOMESTIC CORPORATION
NOTICE OF CHANGE OF PRINCIPAL OFFICE AND RESIDENT AGENT
State Department of Assessments
and Taxation
Baltimore, Maryland
Pursuant to the provisions of Section 2-108 of the Maryland General
Corporation Law, the undersigned Maryland corporation hereby notifies the State
Department of Assessments and Taxation of Maryland:
(1) That under resolution adopted by the Board of Directors of the
corporation on May 28, 1997, a certified copy of which is filed herewith, the
resident agent of the corporation in the State of Maryland has been changed to
CSC-Lawyers Incorporating Service Company whose post office address is 11 East
Chase Street, Baltimore, Maryland 21202. The resident agent so designated is a
corporation of the State of Maryland.
(2) That under resolution adopted by the Board of Directors of the
corporation on May 28, 1997, a certified copy of which is filed herewith, the
principal office of the corporation in the State of Maryland has been changed
from 32 SOUTH STREET, BALTIMORE, Maryland to 11 East Chase Street, c/o
CSC-Lawyers Incorporating Service Company, Baltimore, Maryland 21202.
REPUBLIC NEW YORK CORPORATION
By /s/ Patricia J. Howard
--------------------------
(Vice) President
Dated: June 25, 1997
The undersigned, being the duly elected and acting Secretary of REPUBLIC
NEW YORK CORPORATION, hereby certifies that at a meeting of the Board of
Directors duly called and held on May 28, 1997, the following resolutions were
duly adopted and are now in full force and effect:
"RESOLVED, that CSC-Lawyers Incorporating Service Company, 11 East Chase
Street, Baltimore, Maryland 21202 be and it hereby is designated as
Resident Agent of the corporation in lieu of THE CORPORATION TRUST
INCORPORATED and that the proper officer of the corporation is authorized
to file a Notice to that effect.
FURTHER RESOLVED, that the principal office of the corporation in the
State of Maryland be and it is hereby changed to 11 East Chase Street, c/o
CSC-Lawyers Incorporating Service Company, Baltimore, Maryland 21202 and
that the proper office of the corporation is authorized to file a Notice
to that effect."
Signed under the penalties of perjury this 25th day of June, 1997.
/s/ William F. Rosenblum, Jr.
-----------------------------------
Secretary
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EXHIBIT 4(b)
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 15,497,250
shares of Preferred Stock (the "Preferred Stock") which the Corporation now has
authority to issue into a series designated the $2.8575 Cumulative Preferred
Stock, and has provided for the issuance of such series.
SECOND: The number of shares and terms of the $2.8575 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. $2.8575 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 $2.8575 Cumulative
Preferred Stock (the "$2.8575 Cumulative Preferred Stock"). The $2.8575
Cumulative Preferred Stock is issuable in whole shares only. The $2.8575
Cumulative Preferred Stock shall be of a stated value of $50 per share (the
"Stated Value"). The term "Charter" when used herein shall include the Articles
of Incorporation, as amended, restated and supplemented.
2. DIVIDENDS. The holders of the $2.8575 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
$2.8575 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 January 1, 1998 (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 March 15, June
15, September 15 and December 15 immediately preceding the relevant dividend
payment date or if such day is not a business day, the next preceding business
day. The amount of dividends payable per share for each full dividend period
shall be computed by dividing by four the $2.8575 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.
The Corporation shall not declare or pay or set apart for payment and
dividends on any series of its Preferred Stock ranking, as to dividends, on a
parity with or junior to the$2.8575 Cumulative Preferred Stock unless full
cumulative dividends have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof set apart for such payment
on the $2.8575 Cumulative Preferred Stock for all dividend periods terminating
on or prior to the date of payment of any such dividends on such other series of
Preferred Stock of the Corporation. When dividends are not paid in full upon the
$2.8575 Cumulative Preferred Stock and any other shares of Preferred Stock of
the Corporation ranking on parity as to dividends with the $2.8575 Cumulative
Preferred Stock, all dividends declared upon the $2.8575 Cumulative Preferred
Stock and any other Preferred Stock of the Corporation ranking on parity as to
dividends with the $2.8575 Cumulative Preferred Stock shall be declared pro rata
so that the amount of dividends declared per share on the $2.8575 Cumulative
Preferred Stock and such other shares shall in all cases bear to each other the
same ratio that the accrued dividends per share on the $2.8575 Cumulative
Preferred Stock and such other Preferred Stock bear to each other. Except as set
forth in the preceding sentence, unless full dividends on the cumulative
Preferred Stock of any series have been declared and paid or set apart for
payment for all past dividend periods and full dividends for the then-current
dividend period on any outstanding noncumulative Preferred Stock of any series
have been declared and paid or declared and a sum sufficient for the payment
thereof set apart for such payment, no dividends (other than in Common Stock of
the Corporation or other shares of the Corporation ranking junior to the $2.8575
Cumulative Preferred Stock as to dividends and upon liquidation) shall be
declared or paid or set aside for payment, nor shall any other distribution be
made, on the Common Stock of the Corporation or any other shares of the
Corporation ranking on a parity with or junior to the $2.8575 Cumulative
Preferred Stock as to dividends or upon liquidation. Unless full dividends on
the cumulative Preferred Stock of any series have been declared and paid or set
apart for payment for all past dividend periods and full dividends for the
then-current dividend period on the noncumulative Preferred Stock of any series
have been declared and a sum sufficient for the payment thereof set apart for
such payment, no Common Stock or any other shares of the Corporation ranking on
a parity with or junior to the $2.8575 Cumulative Preferred Stock as to
dividends or upon liquidation, shall be redeemed, purchased or otherwise
acquired for any consideration (or any moneys be paid or made available for a
sinking fund for the redemption of any such shares) by the Corporation or any
subsidiary of the Corporation except by conversion into or exchange for shares
of the Corporation ranking junior to the $2.8575 Cumulative Preferred Stock as
to dividends and upon liquidation ; 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 $2.8575 Cumulative Preferred Stock shall have been paid or
declared
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and set apart for payment.
If, prior to 18 months after the date of the original issuance of the $2.8575
Cumulative Preferred Stock, one or more amendments to the Internal Revenue Code
of 1986, as amended (the "Code"), are enacted that reduce the percentage of the
dividends-received deduction (currently 70%) as specified in section 243(a)(1)
of the Code or any successor provision (the "Dividends-Received Percentage")
with respect to dividends payable on the $2.8575 Cumulative Preferred Stock,
certain adjustments may be made in respect of the dividends payable by the
Corporation, and Post Declaration Date Dividends and Retroactive Dividends (as
such terms are defined below) may become payable, as described below.
The amount of each dividend payable (if declared) per share of $2.8575
Cumulative Preferred Stock for dividend payments made on or after the effective
date of such change in the Code will be adjusted by multiplying the amount of
the dividend payable described above (before adjustment) by the following
fraction (the "DRD Formula"), and rounding the result to the nearest cent (with
one-half cent rounded up):
1 - .35 (1 - .70)
-----------------
1 - .35 (1 - DRP)
For the purposes of the DRD Formula, "DRP" means the Dividends-Received
Percentage (expressed as a decimal) applicable to the dividend in question;
provided, however, that if the Dividends-Received Percentage applicable to the
dividend in question shall be less than 50%, then the DRP shall equal .50. No
amendment to the Code, other than a change in the percentage of the
dividends-received deduction set forth in section 243(a)(1) of the Code or any
successor provision thereto, will give rise to an adjustment. Notwithstanding
the foregoing provisions, if, with respect to any such amendment, the
Corporation receives either an unqualified opinion of nationally recognized
independent tax counsel selected by the Corporation or a private letter ruling
or similar form of authorization from the Internal Revenue Service ("IRS") to
the effect that such amendment does not apply to a dividend payable on the
$2.8575 Cumulative Preferred Stock, then such amendment will not result in the
adjustment provided for pursuant to the DRD Formula with respect to such
dividend. The opinion referenced in the previous sentence shall be based upon
the legislation amending or establishing the DRP or upon a published
pronouncement of the IRS addressing such legislation. Unless the context
otherwise requires, references to dividends in these Articles Supplementary mean
dividends as adjusted by the DRD Formula. The Corporation's calculation of the
dividends payable, as so adjusted and as certified accurate as to calculation
and reasonable as to method by the independent certified public accountants then
regularly engaged by the Corporation, shall be final and not subject to review
absent manifest error.
Notwithstanding the foregoing, if any such amendment to the Code is enacted
after the dividend payable on a dividend payment date has been declared and such
amendment is applicable to such dividend, the amount of the dividend payable on
such dividend payment date will not be increased; instead, additional dividends
(the "Post Declaration Date Dividends") equal to the amount, if any, by which
(x) the product of the dividend paid by the Corporation on such dividend payment
date and the DRD Formula (where the DRP used in the DRD Formula would be equal
to the greater of the Dividend-Received Percentage applicable to the dividend in
question and .50) is greater than (y) the dividend paid by the Corporation on
such dividend payment date, will be payable (if declared) to holders of $2.8575
Cumulative Preferred Stock on the record date applicable to the next succeeding
dividend payment date or, if the $2.8575 Cumulative Preferred Stock is called
for redemption prior to such dividend payment date, to the holders of $2.28575
Cumulative Preferred Stock on the applicable redemption date, as the case may
be, and will be paid on such dividend payment date or such redemption date, as
the case may be, in addition to any other amounts payable on such date.
If any such amendment to the Code is enacted and the reduction in the
Dividends-Received Percentage retroactively applies to a dividend payment date
as to which the Corporation previously paid dividends on the $2.8575 Cumulative
Preferred Stock (each, an "Affected Dividend Payment Date"), the Corporation
will pay (if declared) additional dividends (the "Retroactive Dividends") to
holders of $2.8575 Cumulative Preferred Stock on the record date applicable to
the next succeeding dividend payment date (or, if such amendment is enacted
after the dividend payable on such dividend payment date has been declared, to
holders of $2.8575 Cumulative Preferred Stock on the record date following the
date of enactment) or, if the $2.8575 Cumulative Preferred Stock is called for
redemption prior to such record date, to holders of $2.8575 Cumulative Preferred
Stock on the applicable redemption date, as the case may be, and will be paid on
such dividend payment date or such redemption date, as the case may be, in an
amount equal to the amount, if any by which (x) the product of the sum of the
dividends paid by the Corporation on each Affected Dividend Payment Date and the
DRD Formula (where the DRP used in the DRD Formula would be equal to the greater
of the Dividends-Received Percentage and .50 applied to each Affected Dividend
Payment Date) is greater than (y) the sum of the dividends paid by the
Corporation on each Affected Dividend Payment Date. The Corporation will only
make one payment of Retroactive Dividends for any such amendment.
Notwithstanding the foregoing provisions, if, with respect to any such
amendment, the Corporation receives either an unqualified opinion of nationally
recognized independent tax counsel selected by the Corporation or a private
letter ruling or similar form of authorization from the IRS to the effect that
such amendment does not apply to a dividend payable on an Affected Dividend
Payment Date for the $2.8575 Cumulative Preferred Stock, then such amendment
will not result in the payment of Retroactive Dividends with respect to such
Affected Dividend Payment Date. The opinion referenced in the previous sentence
shall be based upon the legislation amending or establishing the DRP or upon a
published pronouncement of the IRS addressing
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such legislation.
Notwithstanding the foregoing, no adjustment in the dividends payable by the
Corporation shall be made, and no Post Declaration Date Dividends or Retroactive
Dividends shall be payable by the Corporation, in respect of the enactment of
any amendment to the Code 18 months or more after the date of original issuance
of the $2.8575 Cumulative Preferred Stock that reduces the Dividends-Received
Percentage.
In the event that the amount of dividends payable per share of the $2.8575
Cumulative Preferred Stock is adjusted pursuant to the DRD Formula and/or Post
Declaration Date Dividends or Retroactive Dividends are to be paid, the
Corporation will give notice of each such adjustment and, if applicable, any
Post Declaration Date Dividends and Retroactive Dividends to the affected
holders of $2.8575 Cumulative Preferred Stock.
3. VOTING RIGHTS. (i) Holders of the $2.8575 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
$2.8575 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 $2.8575 Cumulative Preferred
Stock have been paid or declared and a sum sufficient for payment has been set
aside, the holders of the $2.8575 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 $2.8575 Cumulative Preferred Stock to participate (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) 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 $2.8575 Cumulative Preferred Stock. At elections for such directors, each
holder of $2.8575 Cumulative Preferred Stock shall be entitled to one vote for
each share of $2.8575 Cumulative Preferred Stock held of record on the record
date established for the meeting. The holders of $2.8575 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 $2.8575 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 $2.8575 Cumulative Preferred Stock remain
outstanding, the affirmative vote of the holders of at least two-thirds of the
shares of all the series of cumulative Preferred Stock, outstanding at the time
(voting separately as one class) 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 $2.8575 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 $2.8575 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 $2.8575
Cumulative Preferred Stock and all outstanding shares of stock ranking on
a parity with the $2.8575 Cumulative Preferred Stock, (the $2.8575
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
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(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
$2.8575 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 Adjustable Rate Cumulative Preferred Stock, Series D, the $1.8125
Cumulative Preferred Stock, the $2.8575 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 $2.8575 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 $2.8575 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 $2.8575 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 $2.8575 Cumulative Preferred Stock, in exchange for
the $2.8575 Cumulative Preferred Stock, shares of preferred stock having at
least the same relative rights and preferences as the $2.8575 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 $2.8575 Cumulative Preferred Stock shall
have one 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 $2.8575
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 $2.8575 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 $2.8575 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 $2.8575 Cumulative Preferred Stock;
(b) on a parity with the $2.8575 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 $2.8575 Cumulative Preferred Stock, if the
holders of such class of stock and the $2.8575 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
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or liquidation preference, without preference or priority one over the
other; and
(c) junior to the $2.8575 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 $2.8575 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 $2.8575 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
Adjustable Rate Cumulative Preferred Stock, Series D and
the $1.8125 Cumulative Preferred Stock.
5. OPTIONAL REDEMPTION. The shares of the $2.8575 Cumulative Preferred Stock,
may be redeemed on or after October 1, 2007, 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 $50 per share, plus, in each case,
dividends accrued and accumulated but unpaid to the redemption date. The $2.8575
Cumulative Preferred Stock, will not be subject to any sinking fund or other
obligation of the Corporation to purchase or redeem the $2.8575 Cumulative
Preferred Stock.
Any such redemption may be effected only with the prior approval of the Board
of Governors of the Federal Reserve System (unless at such time it is determined
that such approval is not required).
If fewer than all outstanding shares of the $2.8575 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 $2.8575 Cumulative Preferred Stock, are in arrears, no $2.8575 Cumulative
Preferred Stock shall be redeemed unless all outstanding $2.8575 Cumulative
Preferred Stock is simultaneously redeemed, and the Corporation shall not
purchase or otherwise acquire any $2.8575 Cumulative Preferred Stock; provided,
however, that the foregoing shall not prevent the purchase or acquisition of
$2.8575 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 $2.8575
Cumulative Preferred Stock.
Notice of redemption shall be given by mailing the same to each record holder
of the $2.8575 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 $2.8575 Cumulative
Preferred Stock to be redeemed; (iii) the redemption price; (iv) the place or
places where certificates for such shares of $2.8575 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 $2.8575 Cumulative
Preferred Stock are to be redeemed, the notice mailed to each such holder
thereof shall also specify the number of shares of $2.8575 Cumulative Preferred
Stock to be redeemed from each such holder.
If notice of redemption of any shares of the $2.8575 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 $2.8575 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 $2.8575
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 $2.8575 Cumulative Preferred Stock, as to preference in respect to
liquidation, dissolution or winding up, to be paid the amount of $50 per share
(the "liquidation preference") of the $2.8575 Cumulative Preferred Stock, plus
an amount equal to all accrued and
5
<PAGE> 6
unpaid dividends thereon (whether or not earned or declared) to and including
the date of final distribution. The holders of the $2.8575 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 $2.8575 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 $2.8575 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 $2.8575 Cumulative Preferred Stock and the
holders of any Preferred Stock ranking as to liquidation, dissolution or winding
up on a parity with the $2.8575 Cumulative Preferred Stock, then such assets
shall be distributed among the holders of the $2.8575 Cumulative Preferred Stock
and holders of such other Preferred Stock, ratably in accordance with the
respective amounts which would be payable on such shares of $2.8575 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 $2.8575 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 $2.8575 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
$2.8575 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
$2.8575 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 $2.8575 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.
6
<PAGE> 7
IN WITNESS WHEREOF, REPUBLIC NEW YORK CORPORATION has caused these presents to
be signed in its name and on its behalf by its Senior Vice President and its
corporate seal to be hereunto affixed and attested by its Assistant 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 September 23, 1997.
REPUBLIC NEW YORK CORPORATION
By: /s/ Stephen J. Saali
-----------------------------------------
Stephen J. Saali
(Senior Vice President)
Attest:
/s/ Kathleen Johnson
- ------------------------------
Kathleen Johnson
(Assistant Secretary)
7
<PAGE> 1
EXHIBIT 12
CALCULATION OF RATIOS OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS-CONSOLIDATED
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------------------------------------------
1992 1993 1994 1995 1996
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
EXCLUDING INTEREST ON DEPOSITS
Fixed Charges and Preferred Stock Dividends:
Interest on long-term debt and short-term
borrowings $ 513,322 $ 467,841 $ 499,065 $ 489,697 $ 588,693
One-third of rent expense 10,252 10,859 14,412 13,651 14,495
Preferred stock dividends* 38,037 42,623 49,895 50,203 44,440
---------- ---------- ---------- ---------- ----------
Total fixed charges and preferred stock dividends $ 561,611 $ 521,323 $ 563,372 $ 553,551 $ 647,628
========== ========== ========== ========== ==========
Earnings:
Income before income taxes $ 347,269 $ 451,358 $ 492,366 $ 398,115 $ 590,546
Fixed charges 523,574 478,700 513,477 503,348 603,188
---------- ---------- ---------- ---------- ----------
Total earnings $ 870,843 $ 930,058 $1,005,843 $ 901,463 $1,193,734
========== ========== ========== ========== ==========
Ratio of earnings to combined fixed charges and
preferred stock dividends excluding interest on deposits 1.55x 1.78x 1.79x 1.63x 1.84x
---------- ---------- ---------- ---------- ----------
INCLUDING INTEREST ON DEPOSITS
Fixed Charges and Preferred Stock Dividends:
Interest on long-term debt, short-term
borrowings and deposits $1,318,228 $1,157,075 $1,326,855 $1,627,772 $1,870,898
One-third of rent expense 10,252 10,859 14,412 13,651 14,495
Preferred stock dividends* 38,037 42,623 49,895 50,203 44,440
---------- ---------- ---------- ---------- ----------
Total fixed charges and preferred stock dividends $1,366,517 $1,210,557 $1,391,162 $1,691,626 $1,929,833
========== ========== ========== ========== ==========
Earnings:
Income before income taxes $ 347,269 $ 451,358 $ 492,366 $ 398,115 $ 590,546
Fixed charges 1,328,480 1,167,934 1,341,267 1,641,423 1,885,393
---------- ---------- ---------- ---------- ----------
Total earnings $1,675,749 $1,619,292 $1,833,633 $2,039,538 $2,475,939
========== ========== ========== ========== ==========
Ratio of earnings to fixed charges and preferred stock
dividends including interest on deposits 1.23x 1.34x 1.32x 1.21x 1.28x
---------- ---------- ---------- ---------- ----------
</TABLE>
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
------------------------
1996 1997
---------- ----------
<S> <C> <C>
EXCLUDING INTEREST ON DEPOSITS
Fixed Charges and Preferred Stock Dividends:
Interest on long-term debt and short-term
borrowings $ 276,206 $ 343,159
One-third of rent expense 7,285 7,011
Preferred stock dividends* 22,608 16,982
---------- ----------
Total fixed charges and preferred stock dividends $ 306,099 $ 367,152
========== ==========
Earnings:
Income before income taxes $ 293,214 $ 319,567
Fixed charges 283,491 350,170
---------- ----------
Total earnings $ 576,705 $ 669,737
========== ==========
Ratio of earnings to combined fixed charges and
preferred stock dividends excluding interest on deposits 1.88x 1.82x
---------- ----------
INCLUDING INTEREST ON DEPOSITS
Fixed Charges and Preferred Stock Dividends:
Interest on long-term debt, short-term
borrowings and deposits $ 906,614 $1,042,609
One-third of rent expense 7,285 7,011
Preferred stock dividends* 22,608 16,982
---------- ----------
Total fixed charges and preferred stock dividends $ 936,507 $1,066,602
========== ==========
Earnings:
Income before income taxes $ 293,214 $ 319,567
Fixed charges 913,899 1,049,620
---------- ----------
Total earnings $1,207,113 $1,369,187
========== ==========
Ratio of earnings to fixed charges and preferred stock
dividends including interest on deposits 1.29x 1.28x
---------- ----------
</TABLE>
- --------
*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.
