<PAGE> 1
Filed Pursuant to Rule 424(b)(5)
Registration No. 33-49507
PROSPECTUS SUPPLEMENT
(To Prospectus dated May 7, 1993)
$250,000,000
[REPUBLIC LOGO]
REPUBLIC NEW YORK CORPORATION
7.20% SUBORDINATED DEBENTURES DUE 2097
The 7.20% Subordinated Debentures Due 2097 (the "Debentures") being offered
hereby will mature on July 15, 2097. Interest on the Debentures will be payable
semiannually on January 15 and July 15 of each year (each, an "Interest Payment
Date"), commencing with the Interest Payment Date on January 15, 1998. The
Debentures are subject to the Corporation's right to shorten the maturity of the
Debentures, and/or to redeem the Debentures if a Tax Event (as defined herein)
occurs. In the event the maturity of the Debentures is shortened, a taxable
event for United States federal income tax purposes to beneficial owners of the
Debentures may occur. See "Description of Debentures -- Conditional Right to
Shorten Maturity" and -- "Tax Event Redemption."
The Debentures are direct, unsecured general obligations of Republic New
York Corporation (the "Corporation") and are subordinated to all present and
future Senior Indebtedness of the Corporation as defined in the accompanying
Prospectus. The Debentures are being issued under an indenture which provides
for the right of acceleration of the payment of principal of the Debentures upon
the bankruptcy or insolvency of the Corporation or the insolvency or appointment
of a receiver for the Corporation's principal subsidiary, Republic National Bank
of New York, but, unlike issuances of the Corporation's subordinated debt
securities under the Corporation's other subordinated indentures, does not
provide for the right of acceleration of the payment of principal of the
Debentures upon default in the payment of principal or interest or in the
performance of any covenant contained in the indenture under which the
Debentures are being issued. See "Description of Debentures -- Subordination of
Debentures to Senior Indebtedness" herein and "Description of Debt
Securities -- Events of Default, Notice and Waiver" in the accompanying
Prospectus.
The Debentures will be issued and transferable in fully registered
book-entry form. Ownership interests in the Debentures will be shown on, and
transfers thereof will be effected only through, records maintained by The
Depository Trust Company, as Depository, and its participants. Except as
provided herein, Debentures in definitive form will not be issued. See
"Description of Debt Securities -- Book-Entry Securities" in the accompanying
Prospectus.
THE DEBENTURES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY
BANK OR NONBANK SUBSIDIARY OF THE CORPORATION AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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<TABLE>
<S> <C> <C> <C>
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PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT(2) CORPORATION(1)(3)
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Per Debenture.................................. 98.763% .471% 98.292%
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Total.......................................... $246,907,500 $1,177,500 $245,730,000
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</TABLE>
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(1) Plus accrued interest, if any, from July 22, 1997 to date of delivery.
(2) The Corporation has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933. See
"Underwriting."
(3) Before deducting expenses payable by the Corporation estimated to be
$100,000.
------------------------------
The Debentures are offered by the Underwriter subject to prior sale, when,
as and if delivered to and accepted by the Underwriter, and to certain other
conditions. See "Underwriting." The Underwriter reserves the right to withdraw,
cancel or modify the offer and to reject orders in whole or in part. It is
expected that the Debentures will be available for delivery in New York, New
York, on or about July 22, 1997.
------------------------------
BEAR, STEARNS & CO. INC.
JULY 17, 1997
<PAGE> 2
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE
DEBENTURES, INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING
TRANSACTIONS AND THE IMPOSITION OF PENALTY BIDS. SEE "UNDERWRITING."
REPUBLIC NEW YORK CORPORATION
The Corporation is a bank holding company incorporated in Maryland. At
March 31, 1997, the Corporation had consolidated total assets of $55.0 billion
and stockholders' equity of $3.2 billion. Its principal asset is the capital
stock of Republic National Bank of New York (the "Bank"). Management expects
that the Bank will remain the Corporation's principal asset and source of
revenue and net income in the foreseeable future. As of March 31, 1997, the Bank
accounted for approximately 90% of the consolidated assets and consolidated net
income of the Corporation. Based on total assets at December 31, 1996, the
Corporation was the eighteenth largest bank holding company in the United
States.
The Bank is a commercial bank which provides a variety of banking and
financial services on a worldwide basis to corporations, financial institutions,
governments and individuals. At March 31, 1997, the Bank had total assets of
$48.8 billion, total deposits of $32.1 billion and total stockholder's equity of
$3.2 billion. The Bank owns approximately 49.0% of Safra Republic Holdings S.A.,
a European-based bank holding company with six banking subsidiaries located in
France, Gibraltar, Guernsey, Luxembourg, Monaco and Switzerland.
APPLICATION OF PROCEEDS
The net proceeds to be received by the Corporation from the sale of the
Debentures offered hereby will be used for general corporate purposes,
including, from time to time, the making of advances to its subsidiaries,
principally, the Bank. Such advances may require the approval of bank regulatory
authorities, and, pending ultimate application, the net proceeds may be used to
make short-term investments or reduce short-term borrowings. Management
anticipates that the Corporation may, from time to time, engage in additional
debt financings.
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<PAGE> 3
SUMMARY FINANCIAL INFORMATION
The following table sets forth, in summary form, certain financial data of
the Corporation for each of the years in the five-year period ended December 31,
1996, and for the three months ended March 31, 1996 and 1997, and is qualified
in its entirety by the detailed information and consolidated financial
statements included in the documents incorporated by reference in the
accompanying Prospectus.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, MARCH 31,(1)
------------------------------------------------------------------- -------------------------
1992 1993 1994 1995 1996 1996 1997
----------- ----------- ----------- ----------- ----------- ----------- -----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
Consolidated Summary of Income:
Net interest income........... $ 720,364 $ 775,851 $ 846,474 $ 818,899 $ 962,185 $ 223,086 $ 253,555
Provision for credit losses... 120,000 85,000 19,000 12,000 32,000 4,000 4,000
Net interest income after
provision for credit
losses...................... 600,364 690,851 827,474 806,899 930,185 219,086 249,555
Other operating income........ 302,247 395,472 386,368 412,881 446,115 107,272 126,405
Other operating expenses...... 555,342 634,965 721,476 821,665(2) 785,754 184,349 214,187
Income before income taxes.... 347,269 451,358 492,366 398,115 590,546 142,009 161,773
Net income.................... 258,883 301,205 340,008 288,649 418,840 99,592 110,244
Net income applicable to
common stock................ 230,497 272,790 305,598 252,182 387,322 91,815 103,806
Per Share of Common Stock:
Net income per share (after
dividends on preferred
stock):
Primary..................... $ 4.42 $ 5.20 $ 5.79 $ 4.66 $ 6.97 $ 1.64 $ 1.89
Fully diluted............... 4.32 5.05 5.61 4.59 6.97 1.64 1.89
Book value.................... 32.71 41.57 37.38 43.24 50.01 44.03 51.32
Dividends declared............ 1.00 1.08 1.32 1.44 1.52 0.38 0.46
Dividend Payout Ratio(3)........ 23.15% 21.39% 23.53% 31.37% 21.81% 23.17% 24.34%
Average Number of Common Shares
Outstanding (in thousands):
Primary..................... 52,204 52,466 52,736 54,060 55,595 56,021 54,809
Fully diluted............... 56,020 56,321 56,534 56,199 55,595 56,021 54,809
Consolidated Average Balances:
Interest-bearing deposits with
banks....................... $ 7,792,737 $ 7,452,339 $ 7,878,149 $ 7,627,905 $ 5,697,285 $ 5,940,713 $ 4,765,059
Investment securities......... 11,927,912 14,177,927 13,156,678 13,008,038 19,411,217 17,848,696 21,575,383
Loans, net of unearned
income...................... 8,732,432 8,890,559 9,894,195 9,527,725 11,979,678 11,171,985 13,336,251
Interest-earning assets....... 29,962,625 32,560,058 33,362,571 32,697,960 40,018,656 37,199,517 42,951,286
Total assets.................. 33,667,270 37,371,326 41,421,947 41,514,836 48,634,040 46,029,476 53,022,006
Total deposits................ 18,634,036 20,951,074 22,096,833 22,922,932 28,631,975 25,781,262 31,112,093
Total long-term debt.......... 4,148,477 4,637,595 4,924,002 4,120,206 4,019,216 3,923,446 4,194,480
Preferred stock............... 540,984 556,425 630,592 635,457 574,685 575,000 480,064
Common stockholders' equity... 1,625,157 1,808,857 2,010,976 2,149,970 2,541,687 2,445,275 2,787,584
Return on:
Average interest-earning
assets(4)................... 0.86% 0.93% 1.02% 0.88% 1.05% 1.08% 1.04%
Average total assets(4)....... 0.77 0.81 0.82 0.70 0.86 0.87 0.84
Average common stockholders'
equity(5)................... 14.18 15.08 15.20 11.73 15.24 15.10 15.10
Average Stockholders' Equity(6)
to:
Average total assets.......... 6.43% 6.33% 6.38% 6.71% 6.41% 6.56% 6.16%
Average loans, net of unearned
income...................... 24.81 26.60 26.70 29.23 26.01 27.03 24.50
Consolidated Ratio of Earnings
to Fixed Charges(7)
Excluding interest on
deposits.................. 1.66x 1.94x 1.96x 1.79x 1.98x 2.00x 1.99x
Including interest on
deposits.................. 1.26 1.39 1.37 1.24 1.31 1.32 1.33
</TABLE>
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(1) The results of operations for the three months ended March 31, 1996 and 1997
are not audited, but, in the opinion of management, all adjustments,
consisting of normal recurring adjustments, necessary for a fair
presentation of the results of operations for such periods have been
included. The results for the three months ended March 31, 1997, which
include rate of return ratios on an annualized basis, are not necessarily
indicative of the results that may be expected for the full year or any
other interim period.
(2) Includes a provision for restructuring and related charges of $120.0
million.
(3) Calculated as dividends declared per common share divided by fully diluted
earnings per common share.
(4) Based on net income.
(5) Based on net income applicable to common stock.
(6) Stockholders' equity includes preferred stock and common stockholders'
equity.
(7) For the purpose of computing the consolidated ratio of earnings to fixed
charges, earnings represent consolidated income before income taxes plus
fixed charges. Fixed charges excluding interest on deposits consist of
interest on long-term debt and short-term borrowings and one-third of rental
expense (which is deemed representative of the interest factor). Fixed
charges including interest on deposits consist of the foregoing items plus
interest on deposits.
S-3
<PAGE> 4
DESCRIPTION OF DEBENTURES
The following description of the particular terms of the Debentures offered
hereby (referred to herein as the "Debentures" and in the accompanying
Prospectus as the "Subordinated Securities") supplements, and to the extent
inconsistent therewith replaces, the description of the general terms and
provisions of the Securities set forth in the accompanying Prospectus, to which
description reference is hereby made.
GENERAL
The Debentures offered hereby will be limited to $250,000,000 aggregate
principal amount and will mature on July 15, 2097. Interest on the Debentures
will accrue from July 22, 1997, at the rate per annum shown on the cover page of
this Prospectus Supplement, and will be payable semiannually on January 15 and
July 15 of each year, beginning on January 15, 1998, to the persons in whose
names the Debentures are registered at the close of business on the preceding
January 1 and July 1, respectively. The Debentures will be issued under an
Indenture dated as of October 15, 1992, as supplemented by a First Supplemental
Indenture dated as of April 15, 1993 (the "1992 Subordinated Indenture") between
the Corporation and Citibank, N.A. (the "Trustee"). The following statements are
brief summaries of certain provisions contained in the 1992 Subordinated
Indenture, do not purport to be complete and are qualified in their entirety by
reference to the 1992 Subordinated Indenture, a copy of which has been filed as
an exhibit to the Registration Statement and is also available for inspection at
the corporate trust office of the Trustee at 120 Wall Street, 13th Floor, New
York, New York. Unless otherwise defined herein, any defined terms used below
shall have the meanings assigned in the 1992 Subordinated Indenture.
The Debentures are direct, unsecured general obligations of the Corporation
and, as described below, are subordinated in right of payment to Senior
Indebtedness (as defined in the 1992 Subordinated Indenture) of the Corporation.
The ability of the Corporation to pay the principal of and interest on the
Debentures will be dependent, to a substantial degree, upon the payment of
dividends and other charges to the Corporation by the Bank. For a discussion of
the status of certain rights of the Corporation in respect of the Bank and
certain limitations on the relationship between them which affect holders of the
Debentures, see "Republic New York Corporation" in the accompanying Prospectus.
The Debentures will be represented by one or more global Debentures (each a
"Global Debenture") registered in the name of The Depository Trust Company, or
its nominee or any successor thereof (the "Depository"). Except as set forth in
the accompanying Prospectus, the Debentures will not be exchangeable for
certificated forms of Debentures. See "Description of Debt
Securities -- Book-Entry Securities" in the accompanying Prospectus.
Principal and interest will be payable at the office or agency of the
Corporation maintained for such purpose in the Borough of Manhattan, The City of
New York (which will initially be the corporate trust office of the Trustee),
except that, at the option of the Corporation, interest may be paid by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register. Payments on the Debentures to an owner of
beneficial interest in a Global Debenture will be made as described in the
accompanying Prospectus under "Description of Debt Securities -- Book-Entry
Securities."
The Debentures will be issued and transferable only in fully registered
book-entry form in denominations of $1,000 and integral multiples thereof.
The Debentures are not savings accounts, deposits or other obligations of
any bank or nonbank subsidiary of the Corporation and are not insured by the
Federal Deposit Insurance Corporation or any other governmental agency or
instrumentality.
The Debentures are intended to be included as regulatory capital under
interpretations of the Board of Governors of the Federal Reserve System relating
to subordinated debt issued after September 4, 1992, and as a result, contain
subordination and acceleration provisions different from, and covenants more
limited than, issuances of the Corporation's Subordinated Securities under the
Corporation's subordinated indentures other than the 1992 Subordinated
Indenture. See "Description of Debt Securities -- The Indentures" in the
accompanying Prospectus.
S-4
<PAGE> 5
CONDITIONAL RIGHT TO SHORTEN MATURITY
The Corporation intends to deduct interest paid on the Debentures for
United States federal income tax purposes. However, legislation proposed by the
United States Department of the Treasury on February 6, 1997, as part of
President Clinton's Fiscal 1998 Budget Proposal, contained a provision (similar
to a provision of a 1996 proposed bill) which, among other things, generally
would deny an interest deduction for interest paid or accrued on debt
instruments with a maximum weighted average maturity of more than 40 years, such
as the Debentures. The House of Representatives subsequently passed the Taxpayer
Relief Act of 1997 (the "Bill") which contained a provision that would deny an
interest deduction for certain types of debt but the Bill omitted the
President's proposal regarding debt with a term of more than 40 years. The
Senate version of the Bill did not contain a similar provision. While none of
these proposals has become law as of the date hereof, there can be no assurance
that similar legislation affecting the Corporation's ability to deduct interest
paid on the Debentures will not be enacted in the future or that any such
legislation would not have a retroactive effective date.
Upon the occurrence of a Tax Event (as defined below), the Corporation will
have the right to shorten the maturity of the Debentures to the minimum extent
required, in the opinion of nationally recognized tax counsel, such that, after
the shortening of the maturity, interest paid on the Debentures will be
deductible for United States federal income tax purposes or, if such counsel is
unable to opine definitively as to such a minimum period, the minimum extent so
required as determined in good faith by the Board of Directors of the
Corporation, after receipt of an opinion of such counsel regarding the
applicable legal standards. There can be no assurance that the Corporation would
not exercise its right to shorten the maturity of the Debentures upon the
occurrence of such a Tax Event or as to the period by which such maturity would
be shortened. In the event that the Corporation elects to exercise its right to
shorten the maturity of the Debentures on the occurrence of a Tax Event, the
Corporation will mail a notice of shortened maturity to each holder of the
Debentures by first-class mail not more than 60 days after the occurrence of
such Tax Event, stating the new maturity date of the Debentures. Such notice
shall be effective immediately upon mailing.
The Corporation believes that the Debentures should constitute indebtedness
for United States federal income tax purposes under current law; accordingly, an
exercise of its right to shorten the maturity of the Debentures would not be a
taxable event to holders for such purposes. Prospective investors should be
aware, however, that the Corporation's exercise of its right to shorten the
maturity of the Debentures will be a taxable event to holders for United States
federal income tax purposes if the Debentures are treated as equity for United
States federal income tax purposes before the maturity is shortened, assuming
that the Debentures of shortened maturity are treated as debt for such purposes.
Prospective investors should also be aware that because the payments under the
Debentures may be altered in the case of a Tax Event, the Internal Revenue
Service might contend that the Debentures have contingent interest, in which
case special rules (including the possible characterization of gain on the sale
of the Debentures as ordinary income) would apply. However, the Corporation does
not intend to treat the Debentures as contingent payment debt instruments.
"Tax Event" means that the Corporation shall have received an opinion of
nationally recognized tax counsel to the effect that, as a result of (a) any
amendment to, clarification of, or change (including any announced prospective
amendment, clarification or change) or any proposed amendment to, clarification
of, or change (including any announced prospective change) in any law, or any
regulation thereunder, of the United States or any political subdivision thereof
or therein affecting taxation, (b) any judicial decision, official
administrative pronouncement, published or private ruling, regulatory procedure,
notice or announcement, including any notice or announcement of intent to adopt
or promulgate any ruling, regulatory procedure or regulation (any of the
foregoing, an "Administrative or Judicial Action"), or (c) any amendment to,
clarification of, or change in any official position with respect to, or any
interpretation of, an Administrative or Judicial Action or a law or regulation
of the United States that differs from the theretofore generally accepted
position or interpretation, in each case, occurring or effective on or after the
date of the issuance of the Debentures, there is more than an insubstantial
increase in the risk that interest paid by the Corporation on the Debentures is
not, or will not be, deductible, in whole or in part, by the Corporation for
United States federal income tax purposes.
S-5
<PAGE> 6
TAX EVENT REDEMPTION
If a Tax Event occurs and in the opinion of nationally recognized tax
counsel, there would, notwithstanding any shortening of the maturity of the
Debentures, be more than an insubstantial risk that interest paid by the
Corporation on the Debentures is not, or will not be, deductible, in whole or in
part, by the Corporation for United States federal income tax purposes, the
Corporation will have the right, within 90 days following the occurrence of such
Tax Event, to redeem the Debentures in whole (but not in part), on not less than
30 or more than 60 days' notice mailed to holders of the Debentures, at a
redemption price equal to the greater of (i) 100% of the principal amount of the
Debentures and (ii) the sum of the present values of the Remaining Scheduled
Payments thereon discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 35 basis points, together in either case with accrued interest on the
principal amount being redeemed to the date of redemption.
Prospective investors should be aware that because the payments under the
Debentures may be altered in the case of a Tax Event, the Internal Revenue
Service might contend that the Debentures have contingent interest, in which
case special rules (including the possible characterization of gain on the sale
of the Debentures as ordinary income) would apply. However, the Corporation does
not intend to treat the Debentures as contingent payment debt instruments.
"Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity (computed as of the
second business day immediately preceding such redemption date) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Debentures. "Independent Investment Banker" means a Reference Treasury
Dealer appointed by the Corporation.
"Comparable Treasury Price" means, with respect to any redemption date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such business day, the Reference
Treasury Dealer Quotation for such redemption date. "Reference Treasury Dealer
Quotation" means, with respect to the Reference Treasury Dealer and any
redemption date, the average, as determined by the Calculation Agent, of the bid
and asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Calculation Agent
by such Reference Treasury Dealer as of 3:30 p.m., New York City time on the
third business day preceding such redemption date.
"Reference Treasury Dealer" means Bear, Stearns & Co. Inc. or another
nationally recognized investment banking firm that is a primary U.S. Government
securities dealer in New York City.
"Calculation Agent" shall mean a nationally recognized commercial or
investment bank selected by the Corporation in consultation with Bear, Stearns &
Co. Inc.
"Remaining Scheduled Payments" means, with respect to each Debenture to be
redeemed, the remaining scheduled payments of the principal thereof and interest
thereon that would be due after the related redemption date but for such
redemption; provided, however, that, if such redemption date is not an interest
payment date with respect to such Debenture, the amount of the next succeeding
scheduled interest payment thereon will be reduced by the amount of interest
accrued thereon to such redemption date.
On and after the redemption date, interest will cease to accrue on the
Debentures. On or before any redemption date, the Corporation shall deposit with
a paying agent (or the Trustee) money sufficient to pay the redemption price of
and accrued interest on the Debentures to be redeemed on such date.
S-6
<PAGE> 7
SUBORDINATION OF DEBENTURES TO SENIOR INDEBTEDNESS
The payment of the principal of and interest on the Debentures is
subordinated in right of payment, as set forth in the 1992 Subordinated
Indenture, to the prior payment in full of all Senior Indebtedness and, in
certain circumstances relating to the insolvency of the Corporation, to the
Other Obligations (consisting of certain obligations associated with derivative
products), whether outstanding on the date of the 1992 Subordinated Indenture or
thereafter incurred. At March 31, 1997, the Senior Indebtedness, including Other
Obligations, was approximately $1.050 billion.
The terms "Senior Indebtedness" and "Other Obligations" are defined in the
1992 Subordinated Indenture and in the accompanying Prospectus. See "Description
of Debt Securities -- Subordination of Subordinated Securities." The definition
of Senior Indebtedness in the 1992 Subordinated Indenture is broader than the
similar term in the Corporation's 1986 Subordinated Indenture and, as a result,
the Debentures are subordinated to, among other things, the Other Obligations
included in the definition of Senior Indebtedness in the 1992 Subordinated
Indenture. See "Description of Debt Securities -- Subordination of Subordinated
Securities -- 1992 Subordinated Indenture" in the accompanying Prospectus.
In the event of default in the payment of principal of (or premium, if any)
or interest on any Senior Indebtedness (other than Other Obligations) or the
principal of Subordinated Securities shall have been declared due and payable,
the holders of Senior Indebtedness (other than Other Obligations) will generally
be entitled to receive payment of amounts due thereon before payments are made
to the holders of the Debentures or other Subordinated Securities. See
"Description of Debt Securities -- Subordination of Subordinated
Securities -- Subordination Provisions" in the accompanying Prospectus.
Upon any payment or distribution of assets to creditors upon bankruptcy,
insolvency, receivership or similar proceedings of the Corporation, (i) the
holders of all Senior Indebtedness (other than Other Obligations) will first be
entitled to receive payment in full of all amounts due or to become due thereon
before holders of the Debentures will be entitled to receive any payment in
respect of the principal of or interest on the Debentures and (ii) if, after
giving effect to the operation of clause (i) above, amounts remain available for
payment or distribution in respect of the Debentures (any such remaining amount
being defined in the 1992 Subordinated Indenture as the "Excess Proceeds") and
creditors in respect of Other Obligations have not received payment in full of
all amounts due or to become due thereon, such Excess Proceeds shall first be
applied to pay or provide for the payment in full of all such Other Obligations
before any payment or distribution may be made in respect of the Debentures. See
"Description of Debt Securities -- Subordination of Subordinated
Securities -- Subordination Provisions" in the accompanying Prospectus.
By reason of such subordination, in the event of insolvency of the
Corporation, holders of the Debentures may recover less, ratably, than holders
of Senior Indebtedness and Other Obligations and may also recover less, ratably,
than holders of Existing Subordinated Indebtedness and other creditors of the
Corporation. See "Description of Debt Securities -- Subordination of
Subordinated Securities -- Subordination Provisions," and for principal amounts
outstanding of other issues of the Corporation's subordinated debt, see
"Description of Debt Securities -- Outstanding Amount of Subordinated
Securities" in the accompanying Prospectus.
S-7
<PAGE> 8
UNDERWRITING
Bear, Stearns & Co. Inc. (the "Underwriter") has agreed, subject to the
terms and conditions contained in the Underwriting Agreement, to purchase from
the Corporation $250,000,000 principal amount of the Debentures.
The Corporation is obligated to sell, and the Underwriter is obligated to
purchase, all of the Debentures offered hereby if any are purchased.
The Underwriter has advised the Corporation that it proposes to offer the
Debentures initially at the public offering price set forth on the cover page
hereof and to certain dealers at a price that represents a concession not in
excess of .250% of the principal amount of the Debentures. The Underwriter may
allow, and such dealers may reallow, a concession not in excess of .200% of the
principal amount of the Debentures, to certain other dealers. After the initial
public offering, the public offering price and the concessions may be changed by
the Underwriter.
The Corporation has agreed to indemnify the Underwriter, or to contribute
to losses arising out of certain liabilities, including certain liabilities
under the Securities Act of 1933, as amended.
The Debentures are a new issue of securities with no established trading
market. The Corporation does not intend to apply for listing of the Debentures
on a national securities exchange but has been advised by the Underwriter that
it presently intends to make a market in the Debentures, as permitted by
applicable laws and regulations. The Underwriter is not obligated, however, to
make a market in the Debentures and any such market making may be discontinued
at any time at the sole discretion of the Underwriter. Accordingly, no assurance
can be given as to the liquidity of or trading markets for the Debentures or
that an active public market for the Debentures will develop. If active public
markets for the Debentures do not develop, the market prices and liquidity of
the Debentures may be adversely affected.
In order to facilitate the offering, the Underwriter may engage in
transactions that stabilize, maintain or otherwise affect the price of the
Debentures during and after the offering. Specifically, the Underwriter may
over-allot or otherwise create a short position in the Debentures for its own
account by selling more Debentures than have been sold to it by the Corporation.
The Underwriter may elect to cover any short position by purchasing the
Debentures in the open market. In addition, the Underwriter may stabilize or
maintain the price of the Debentures by bidding for or purchasing Debentures in
the open market and may impose penalty bids, under which selling concessions
allowed to broker-dealers participating in the offering are reclaimed if the
Debentures previously distributed in the offering are repurchased in connection
with stabilization transactions or otherwise. The effect of these transactions
may be to stabilize or maintain the market price of the Debentures at a level
above that which might otherwise prevail in the open market. The imposition of a
penalty bid may also affect the price of the Debentures to the extent that it
discourages resales thereof. No representation is made as to the magnitude or
effect of any such stabilization or other transactions. Such transactions, if
commenced, may be discontinued at any time.
The Underwriter receives customary fees for ordinary brokerage transactions
with the Corporation and its affiliates. The Underwriter and its affiliates have
performed investment banking services in the ordinary course of their respective
businesses for the Corporation and its affiliates in the past, for which they
have received customary compensation, and may continue to do so in the future.
LEGAL OPINIONS
The validity of the Debentures offered hereby will be passed upon for the
Corporation by William F. Rosenblum, Jr., Senior Vice President, Deputy General
Counsel and Corporate Secretary of the Corporation, and for the Underwriter by
Stroock & Stroock & Lavan LLP, New York, New York, counsel to the Underwriter.
Such counsel will rely as to matters of Maryland law on the opinion of Piper &
Marbury L.L.P., Baltimore, Maryland.
S-8
<PAGE> 9
EXPERTS
The consolidated statements of condition of the Corporation as of December
31, 1996 and 1995, and the related consolidated statements of income, changes in
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1996, and the consolidated statements of condition of
the Bank as of December 31, 1996 and 1995 in the Corporation's Annual Report on
Form 10-K for the year ended December 31, 1996 have been incorporated herein by
reference in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated herein by reference, and upon the
authority of said firm as experts in accounting and auditing.
S-9
<PAGE> 10
======================================================
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND
THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE HEREUNDER AND
THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE CORPORATION SINCE THE DATE HEREOF OR
THEREOF. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN
OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION.
------------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Republic New York Corporation...... S-2
Application of Proceeds............ S-2
Summary Financial Information...... S-3
Description of Debentures.......... S-4
Underwriting....................... S-8
Legal Opinions..................... S-8
Experts............................ S-9
PROSPECTUS
(SELECTED PROVISIONS)
Incorporation of Certain Documents
by Reference..................... 2
Available Information.............. 2
Republic New York Corporation...... 3
Application of Proceeds............ 7
Description of Debt Securities..... 7
Description of the Corporation's
Outstanding Capital Stock........ 43
Plan of Distribution............... 45
Legal Opinions..................... 50
Experts............................ 50
</TABLE>
======================================================
======================================================
$250,000,000
[REPUBLIC LOGO]
7.20% SUBORDINATED
DEBENTURES DUE 2097
------------------------------------------------
PROSPECTUS SUPPLEMENT
------------------------------------------------
BEAR, STEARNS & CO. INC.
JULY 17, 1997
======================================================
