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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
REPUBLIC NEW YORK CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 13-2764867
(State of incorporation or organization) (I.R.S. Employer Identification No.)
452 Fifth Avenue, New York, New York 10018
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class to be Registered Which Each Class Is To Be Registered
$2.8575 Cumulative Preferred Stock New York Stock Exchange
($50 stated value per share)
If this Form related to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ].
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ].
Securities to be registered pursuant to Section 12(g) of the Act: None
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Item 1. Description of Registrant's Securities to be Registered
A description of the Registrant's 3,000,000 shares of $2.8575
Cumulative Preferred Stock ($50 stated value) (the "Preferred Stock") to be
registered hereby, was filed with the Securities and Exchange Commission in the
Registrant's Prospectus Supplement dated September 17, 1997 to the Prospectus
dated September 27, 1991 as part of the Registrant's Registration Statement on
Form S-3 (Registration No. 33-42582) (the "Registration Statement"), and such
description is hereby incorporated herein by reference.
Item 2. Exhibits
1. Resolutions of the Finance Committee of the Board of Directors, adopted
September 17, 1997, establishing the Preferred Stock registered hereby.
2. Form of Articles Supplementary relating to the Registrant's $2.8575
Cumulative Preferred Stock ($50 Stated Value), to be filed by amendment to this
Form 8-A after filing with the Securities and Exchange Commission under cover of
Form 8-K on September 24, 1997.
3. The Registrant's Registration Statement on Form S-3 (Registration No.
33-42582), as previously filed with the Securities and Exchange Commission and
incorporated herein by reference.
4. The Registrant's Prospectus Supplement dated September 17, 1997, as
previously filed with the Securities and Exchange Commission on September 19,
1997 and incorporated herein by reference.
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: September 19, 1997
REPUBLIC NEW YORK CORPORATION
By: /s/ William F. Rosenblum, Jr.
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William F. Rosenblum, Jr.
Senior Vice President,
Deputy General Counsel
and Corporate Secretary
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Exhibit Index
Exhibit No. Description
1 Resolutions of the Finance Committee of the Board of
Directors, adopted September 17, 1997, establishing the
Preferred Stock registered hereby.
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Exhibit 1
REPUBLIC NEW YORK CORPORATION
SECRETARY'S CERTIFICATE
I, PATRICIA J. HOWARD, HEREBY CERTIFY that I am a duly appointed and qualified
Deputy Corporate Secretary of Republic New York Corporation, a corporation duly
incorporated and existing under and by virtue of the laws of the State of
Maryland (the "Corporation"), and that I have been duly elected and I am
presently serving in that capacity in accordance with the By-Laws of the
Corporation.
I FURTHER CERTIFY that the following is a true and correct copy of resolutions
duly adopted by the Finance Committee of the Board of Directors of this
Corporation, by Unanimous Written Consent dated September 17, 1997 and that such
resolutions are now in full force and effect:
RESOLVED, that, in accordance with and supplemental to the resolutions of the
Board of Directors of this Corporation duly adopted September 4, 1991, which
authorize the issuance of up to 10,000,000 shares of the Corporation's Preferred
Stock on a delayed or continuous basis pursuant to Rule 415 of the Securities
Act of 1933, as amended, (the "Shelf Resolutions"), such securities having been
registered with the Securities and Exchange Commission effective September 27,
1991, the Finance Committee of the Board of Directors (the "Committee") does
hereby determine the following:
1. That the number of shares of the Corporation's preferred stock, without
par value, heretofore authorized for issuance by the Board of
Directors, to be sold to Morgan Stanley & Co. Incorporated for resale
to the public, shall be 3,000,000 shares designated as the
Corporation's $2.8575 Cumulative Preferred Stock (the "Preferred
Stock");
2. That the price at which the Preferred Stock shall be sold to the public
shall be $50 per share;
3. That the underwriting discount and commission shall be 2% of the price
of the Preferred Stock to the public (being $1.00 per share of the
price of the Preferred Stock to the public);
4. That the annual dividend rate on the Preferred Stock shall be 5.715%
per annum of the price to the public (being $2.8575 per share per
annum);
5. That the amount of the initial dividend on the Preferred Stock, in
accordance with the actions of the Board of Directors of the
Corporation pursuant to the Shelf Resolutions, shall be payable at the
rate per annum of 5.715%, for the period from the date of issuance to
December 31, 1997, on January 1, 1998 to holders of record of the
Preferred Stock on December 15, 1997;
6. That the stated value of the Preferred Stock shall be $50 per share;
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7. That the Preferred Stock shall be redeemable, at the option of the
Corporation, at par on and after October 1, 2007.
8. That the date of issuance and delivery of the Preferred Stock shall be
September 24, 1997, or such earlier or later date as may be provided
for in the Underwriting Agreement (hereinafter approved) as the officer
executing the same, with the advice of counsel, shall approve;
9. That the other terms and provisions of the Preferred Stock, including
optional redemption provisions, restrictive covenants, voting rights
provisions, dividend limitations and other rights, preferences,
privileges and qualifications as set forth in the Articles
Supplementary to be dated September 24, 1997 of the Corporation (copies
of a draft of which have been furnished to and reviewed by all of the
members of this Committee), be, and they hereby are, authorized and
approved;
10. That the proper officers of this Corporation heretofore authorized by
the Board of Directors of this Corporation to execute the Articles
Supplementary be, and they hereby are, authorized and directed to
execute said Articles Supplementary containing the terms and conditions
hereinabove authorized and approved and with such changes therein as
such officers, with the advice of counsel, deem necessary or desirable,
that such execution by such officers of said Articles Supplementary
shall be deemed to be conclusive evidence of the approval by this
Committee of the Articles Supplementary as so executed, and that such
officers be, and they hereby are, authorized and directed to file, or
cause to be filed, said Articles Supplementary with the State
Department of Assessments and Taxation of the State of Maryland;
11. That the specimen stock certificate for the Preferred Stock (copies of
the proof of which have been furnished to and reviewed by all members
of this Committee) shall be the form of stock certificate representing
shares of the Preferred Stock; and
12. That the proper officers of the Corporation be, and they hereby are,
authorized and directed to prepare and file, pursuant to Rule 424(b) of
the Securities and Exchange Commission (the "SEC"), a preliminary
Prospectus Supplement and a definitive Prospectus Supplement to the
Prospectus contained in the Registration Statement (No. 33-42582) filed
with the SEC on September 6, 1991 and declared effective September 27,
1991, containing the terms and conditions of the Preferred Stock
authorized hereinabove and such other information as they, with the
advice of counsel, deem necessary and advisable;
and it is further
RESOLVED, that consistent with the terms of the offering of the Preferred Stock
as determined by this Committee in accordance with the Shelf Resolutions, the
Underwriting Agreement, in the form and containing the terms and provisions as
presented and described to the Committee, between the Corporation and Morgan
Stanley & Co. Incorporated as the underwriters for the offering and sale
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by the Corporation of the Preferred Stock (which underwriting agreement may
provide that the Corporation shall indemnify the underwriters against certain
liabilities, including liabilities under the Securities Act of 1933) and
containing such other and further terms, covenants, conditions and changes in
and additions thereto as may be deemed to be necessary or advisable by the
proper officers of the Corporation, be, and the same hereby is, authorized and
approved, and that the Chairman, the Chairman of the Executive Committee, any
Vice Chairman, the President, any Executive Vice President or any Senior Vice
President of the Corporation, be, and each of them hereby is, authorized to
execute and deliver, in the name and on behalf of the Corporation, the
Underwriting Agreement in substantially the form approved hereby, with such
changes therein or additions thereto as the officer executing the same shall
approve, such approval to be conclusively evidenced by such officer's execution
and delivery of the same; and it is further
RESOLVED, that, effective upon the sale of the Preferred Stock, American Stock
Transfer & Trust Company be, and it hereby is, appointed as Transfer Agent and
Registrar for the Preferred Stock with the same authority heretofore granted to
it with respect to the Common Stock; and that for the original issues of shares
of the Preferred Stock such Transfer Agent and Registrar is hereby authorized
and directed to record and countersign, manually or by facsimile, certificates
signed by or bearing the facsimile signatures of the officers of the Corporation
authorized to sign such stock certificates in such names and amounts as the
Corporation may direct in writing signed by an officer of the Corporation and,
when so countersigned, to deliver the certificates to or upon the written order
of an officer of the Corporation; and that the proper officers of this
Corporation, and each of them, be, and they hereby are, authorized to execute
such agreements in connection therewith as may be necessary or desirable, or any
amendments thereto, with such changes therein or additions thereto as such
officers may deem necessary or appropriate, with such officer's execution
thereof to be deemed to be conclusive evidence of the due authorization thereof;
and it is further
RESOLVED, that, effective upon the sale of the Preferred Stock pursuant to the
Underwriting Agreement relating thereto, American Stock Transfer & Trust Company
be, and it hereby is, appointed Dividend Disbursing Agent for the Preferred
Stock for which it then or thereafter may be acting as Transfer Agent and
Registrar, and it hereby is authorized to pay such dividends as may hereafter be
declared by the Board of Directors of the Corporation upon being furnished with
New York funds sufficient for the payment of such dividends on each dividend
payment date and a letter of instructions signed by any officer of the
Corporation notifying it of the declaration of any such dividend, the date upon
which such dividend is payable and the record date of such dividend; and it is
further
RESOLVED, that American Stock Transfer & Trust Company, as Transfer Agent and
Registrar for the Preferred Stock, be, and it hereby is, authorized and
directed, on the basis of an Affidavit of Loss and Surety Company Open Penalty
Bond of Indemnity in which this Corporation is named as an Obligee or is
included as an Obligee to the same extent as though its name was set forth in
full therein, in form satisfactory to it in each instance, to issue and
register, respectively, from time to time, a new certificate or certificates of
the Preferred Stock to replace a certificate or certificates reported lost,
stolen or destroyed, without further action or approval by or on behalf of this
Corporation; and it is further
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RESOLVED, that such Surety Company Open Penalty Bond of Indemnity may be a
Blanket Bond of Indemnity under which the Obligor has assumed liability by
executing an Assumption of Liability Endorsement and that such Affidavit of Loss
may be an Affidavit relating to the non-receipt by an addressee of a certificate
or certificates alleged to have been forwarded by mail; and it is further
RESOLVED, that the proper officers of this Corporation be, and they hereby are,
authorized, empowered and directed to do or cause to be done any or all such
further acts and things, including, without limitation, the authorization and
payment of all expenses, including printing expenses, and to execute and
deliver, in the name of or on behalf of the Corporation, any and all such
documents, papers or instruments that they, in their discretion, with advice of
counsel, deem necessary or desirable in order to carry into effect the purpose
and intent of the foregoing resolutions.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Corporation this 19th day of September, 1997.
/s/ Patricia J. Howard
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[Seal] Patricia J. Howard
Deputy Corporate Secretary
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