[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR END DECEMBER 31, 1997
A. Full title of the plan and address if different from that of the
issuer named below:
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Republic New York Corporation
452 Fifth Avenue
New York, New York 10018
REQUIRED INFORMATION
The Profit Sharing and Savings Plan of Republic National Bank of New York
(the "Plan") is subject to ERISA and therefore is filing the financial
statements and schedules prepared in accordance with the financial
reporting requirements of ERISA, as of December 31, 1997 and 1996, as an
exhibit to this report. Such Plan financial statements and schedules
include an Independent Auditor's Report thereon.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Employee Benefits and Compensation Committee of the Board of Directors of
Republic National Bank of New York (as administrator of the Plan) has
caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
By: William F. Rosenblum, Jr.
---------------------------------
William F. Rosenblum, Jr.,
Secretary, Employee Benefits
and Compensation Committee
Dated: June 29, 1998
EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------- ----------------------
23 Consent of KPMG Peat Marwick LLP
99 Profit Sharing and Savings Plan of
Republic National Bank of New York
Financial Statements and Schedules
December 31, 1997 and 1996 (with
Independent Auditor's Report thereon).
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
Employee Benefits and Compensation Committee
Republic National Bank of New York
We consent to the incorporation by reference in the Registration Statement
(No.33-44048) on Form S-8 of Republic New York Corporation of our report
dated May 22, 1998, relating to the statements of net assets available for
benefits of the Profit Sharing and Savings Plan of Republic National
Bank of New York as of December 31, 1997 and 1996, and the related
statements of changes in net assets available for benefits for each of
the years in the two year period ended December 31, 1997 and all related
schedules, which report appears in the December 31, 1997 Annual Report on
Form 11-K of the Profit Sharing and Savings Plan of Republic National Bank
of New York.
KPMG Peat Marwick LLP
New York, New York
June 26, 1998
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Financial Statements and Schedules
December 31, 1997 and 1996
(With Independent Auditors' Report Thereon)
<PAGE>
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Table of Contents
December 31, 1997 and 1996
Independent Auditors' Report
Statements of Net Assets Available for Benefits, with Fund Information
Statements of Changes in Net Assets Available for Benefits, with Fund
Information
Notes to Financial Statements
Schedule
--------
Item 27(a) - Schedule of Assets Held for Investment Purposes..... 1
Item 27(d) - Schedule of Reportable Transactions................. 2
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Employee Benefits and Compensation Committee of
Republic National Bank of New York:
We have audited the accompanying statements of net assets available for
benefits of the Profit Sharing and Savings Plan of Republic National Bank
of New York (the "Plan") as of December 31, 1997 and 1996, and the related
statements of changes in net assets available for benefits for the years
then ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the
Profit Sharing and Savings Plan of Republic National Bank of New York as of
December 31, 1997 and 1996, and the changes in net assets available for
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our 1997 audit was performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules of
Assets Held for Investment Purposes and Reportable Transactions are
presented for the purpose of additional analysis and are not a required
part of the basic financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974.
The Fund Information in the statements of net assets available for benefits
and the statements of changes in net assets available for benefits is
presented for purposes of additional analysis rather than to present the
net assets available for benefits and changes in net assets available for
benefits of each fund. The supplemental schedules and Fund Information have
been subjected to auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
May 22, 1998
<PAGE>
<TABLE>
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Statements of Net Assets Available for Benefits, with Fund Information
Year ended December 31, 1997
<CAPTION>
Participant-Directed
----------------------------------------------------------------
Fixed U.S. Fixed Fixed
Income Income Income
Long-Term Short to International Short-Term
Investment Intermediate Equity Investment
Fund Fund Fund Fund
---- ---- ---- ----
<S> <C> <C> <C> <C>
Assets:
Investments at fair value:
Dreyfus Cash
Management $ -- -- -- 81,957
Republic U.S. Government
Money Market 108,980 116,017 113,058 --
Pooled Employee Benefit Trust
of Republic National Bank of
New York 5,496,982 6,968,829 9,468,410 31,399,020
RNYC common stock -- -- -- --
---------- ---------- ---------- ----------
Total investments 5,605,962 7,084,846 9,581,468 31,480,977
Contributions receivable 65,580 72,058 163,755 360,676
Accrued income receivable 522 543 534 468
---------- ---------- ---------- ----------
Net assets available for
benefits $5,672,064 7,157,447 9,745,757 31,842,121
========== ========== ========== ==========
<CAPTION>
Participant-Directed
------------------------------------------------------------------------------
RNYC U.S. Equity U.S. Equity U.S. Equity
Common Large-Cap Large-Cap Small-
Stock Growth Value Cap
Fund Fund Fund Fund Total
---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C>
Assets:
Investments at fair value:
Dreyfus Cash
Management $ -- -- -- -- 81,957
Republic U.S. Government
Money Market 72,644 152,872 86,350 106,336 756,257
Pooled Employee Benefit Trust
of Republic National Bank of
New York -- 17,161,697 21,155,796 22,972,919 114,623,653
RNYC common stock 23,271,869 -- -- -- 23,271,869
----------- ----------- ----------- ----------- -----------
Total investments 23,344,513 17,314,569 21,242,146 23,079,255 138,733,736
Contributions receivable 236,499 236,834 263,348 327,042 1,725,792
Accrued income receivable 94,185 741 439 520 97,952
----------- ----------- ----------- ----------- -----------
Net assets available for
benefits $23,675,197 17,552,144 21,505,933 23,406,817 140,557,480
=========== =========== =========== =========== ===========
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Statements of Net Assets Available for Benefits, with Fund Information
Year ended December 31, 1996
<CAPTION>
Participant-Directed
----------------------------------------------------------------
Fixed U.S. Fixed Fixed
Income Income Income
Long-Term Short to International Short-Term
Investment Intermediate Equity Investment
Fund Fund Fund Fund
---- ---- ---- ----
<S> <C> <C> <C> <C>
Assets:
Investments at fair value:
Republic U.S. Government
Money Market $ 15,731 24,090 110,493 --
Pooled Employee Benefit Trust
of Republic National Bank of
New York 4,633,332 6,328,315 7,242,988 27,953,833
RNYC common stock -- -- -- --
---------- ---------- ---------- ----------
Total investments 4,649,063 6,352,405 7,353,481 27,953,833
Contributions receivable 71,551 78,850 129,793 397,141
Accrued income receivable 72 108 408 --
---------- ---------- ---------- ----------
Net assets available for
benefits $4,720,686 6,431,363 7,483,682 28,350,974
========== ========== ========== ==========
<CAPTION>
Participant-Directed
-------------------------------------------------------------------------------
RNYC U.S. Equity U.S. Equity U.S. Equity
Common Large-Cap Large-Cap Small-
Stock Growth Value Cap
Fund Fund Fund Fund Total
---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C>
Assets:
Investments at fair value:
Republic U.S. Government
Money Market $ -- 95,782 115,326 103,566 464,988
Pooled Employee Benefit Trust
of Republic National Bank of
New York -- 10,350,133 15,486,269 18,077,324 90,072,194
RNYC common stock 17,236,588 -- -- -- 17,236,588
----------- ----------- ----------- ----------- -----------
Total investments 17,236,588 10,445,915 15,601,595 18,180,890 107,773,770
Contributions receivable 185,168 176,882 249,467 343,910 1,632,762
Accrued income receivable 80,270 312 400 347 81,917
----------- ----------- ----------- ----------- -----------
Net assets available for
benefits $17,502,026 10,623,109 15,851,462 18,525,147 109,488,449
=========== =========== =========== =========== ===========
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Statements of Changes in Net Assets Available for Benefits, with Fund Information
Year ended December 31, 1997
<CAPTION>
Participant-Directed
--------------------------------------------------------------------
Fixed U.S. Fixed Fixed
Income Income Income
Long-Term Short to International Short-Term
Investment Intermediate Equity Investment
Fund Fund Fund Fund
---- ---- ---- ----
<S> <C> <C> <C> <C>
Investment income:
Net appreciation in fair
value of investments $ 448,485 404,552 671,776 1,858,706
Interest 5,068 6,133 6,342 10,803
Dividends -- -- -- --
----------- ----------- ----------- -----------
Total investment income 453,553 410,685 678,118 1,869,509
----------- ----------- ----------- -----------
Contributions:
Employee 474,992 424,044 802,486 1,937,776
Employer 317,784 403,543 485,202 2,705,480
----------- ----------- ----------- -----------
Total contributions 792,776 827,587 1,287,688 4,643,256
----------- ----------- ----------- -----------
Assets transferred from Crossland
Pension Plan 108,951 130,765 244,017 723,279
----------- ----------- ----------- -----------
Total additions 1,355,280 1,369,037 2,209,823 7,236,044
----------- ----------- ----------- -----------
Distributions to participants (242,277) (322,734) (489,432) (4,023,216)
----------- ----------- ----------- -----------
Net increase before interfund
transfers 1,113,003 1,046,303 1,720,391 3,212,828
Interfund transfers (161,625) (320,219) 541,684 278,319
----------- ----------- ----------- -----------
Net increase 951,378 726,084 2,262,075 3,491,147
Net assets available for benefits:
Beginning of year 4,720,686 6,431,363 7,483,682 28,350,974
----------- ----------- ----------- -----------
End of year $5,672,064 7,157,447 9,745,757 31,842,121
=========== =========== =========== ===========
<CAPTION>
Participant-Directed
----------------------------------------------------------------------------
RNYC U.S. Equity U.S. Equity U.S. Equity
Common Large-Cap Large-Cap Small-
Stock Growth Value Cap
Fund Fund Fund Fund Total
---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C>
Investment income:
Net appreciation in fair
value of investments $ 6,538,232 4,037,764 4,162,369 4,034,089 22,155,973
Interest 6,861 8,355 7,780 8,702 60,044
Dividends 372,841 -- -- -- 372,841
------------ ------------ ------------ ------------ ------------
Total investment income 6,917,934 4,046,119 4,170,149 4,042,791 22,588,858
------------ ------------ ------------ ------------ ------------
Contributions:
Employee 1,125,487 1,270,546 1,304,354 1,615,109 8,954,794
Employer 920,006 678,050 1,004,015 1,333,001 7,847,081
------------ ------------ ------------ ------------ ------------
Total contributions 2,045,493 1,948,596 2,308,369 2,948,110 16,801,875
------------ ------------ ------------ ------------ ------------
Assets transferred from Crossland
Pension Plan 312,482 419,594 453,898 418,125 2,811,111
------------ ------------ ------------ ------------ ------------
Total additions 9,275,909 6,414,309 6,932,416 7,409,026 42,201,844
------------ ------------ ------------ ------------ ------------
Distributions to participants (2,060,949) (1,146,311) (1,099,748) (1,748,146) (11,132,813)
------------ ------------ ------------ ------------ ------------
Net increase before interfund
transfers 7,214,960 5,267,998 5,832,668 5,660,880 31,069,031
Interfund transfers (1,041,789) 1,661,037 (178,197) (779,210) --
------------ ------------ ------------ ------------ ------------
Net increase 6,173,171 6,929,035 5,654,471 4,881,670 31,069,031
Net assets available for benefits:
Beginning of year 17,502,026 10,623,109 15,851,462 18,525,147 109,488,449
------------ ------------ ------------ ------------ ------------
End of year $23,675,197 17,552,144 21,505,933 23,406,817 140,557,480
============ ============ ============ ============ ============
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Statements of Changes in Net Assets Available for Benefits, with Fund Information
Year ended December 31, 1996
<CAPTION>
Participant-Directed
--------------------------------------------------------------------
Fixed U.S. Fixed Fixed
Income Income Income
Long-Term Short to International Short-Term
Investment Intermediate Equity Investment
Fund Fund Fund Fund
---- ---- ---- ----
<S> <C> <C> <C> <C>
Investment income:
Net appreciation in fair
value of investments $ 270,524 307,831 950,362 1,655,099
Interest 2,782 3,662 4,442 --
Dividends -- -- -- --
----------- ----------- ----------- -----------
Total investment income 273,306 311,493 954,804 1,655,099
----------- ----------- ----------- -----------
Contributions:
Employee 342,738 384,121 636,097 2,027,241
Employer 203,597 283,008 253,789 1,898,792
----------- ----------- ----------- -----------
Total contributions 546,335 667,129 889,886 3,926,033
----------- ----------- ----------- -----------
Total additions 819,641 978,622 1,844,690 5,581,132
----------- ----------- ----------- -----------
Distributions to participants (328,283) (1,095,183) (364,714) (5,555,048)
----------- ----------- ----------- -----------
Net increase (decrease)
before interfund transfers 491,358 (116,561) 1,479,976 26,084
Interfund transfers (70,721) (147,587) 1,084,988 (3,228,898)
----------- ----------- ----------- -----------
Net increase (decrease) 420,637 (264,148) 2,564,964 (3,202,814)
Net assets available for benefits:
Beginning of year 4,300,049 6,695,511 4,918,718 31,553,788
----------- ----------- ----------- -----------
End of year $4,720,686 6,431,363 7,483,682 28,350,974
=========== =========== =========== ===========
<CAPTION>
Participant-Directed
----------------------------------------------------------------------------
RNYC U.S. Equity U.S. Equity U.S. Equity
Common Large-Cap Large-Cap Small-
Stock Growth Value Cap
Fund Fund Fund Fund Total
---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C>
Investment income:
Net appreciation in fair
value of investments $ 3,818,769 2,095,487 2,276,461 2,997,078 14,371,611
Interest 3,932 4,120 6,291 5,534 30,763
Dividends 324,129 -- -- -- 324,129
------------ ------------ ------------ ------------ ------------
Total investment income 4,146,830 2,099,607 2,282,752 3,002,612 14,726,503
------------ ------------ ------------ ------------ ------------
Contributions:
Employee 799,771 807,989 1,218,148 1,563,614 7,779,719
Employer 573,362 361,189 558,164 691,800 4,823,701
------------ ------------ ------------ ------------ ------------
Total contributions 1,373,133 1,169,178 1,776,312 2,255,414 12,603,420
------------ ------------ ------------ ------------ ------------
Total additions 5,519,963 3,268,785 4,059,064 5,258,026 27,329,923
------------ ------------ ------------ ------------ ------------
Distributions to participants (856,263) (742,528) (984,308) (1,252,385) (11,178,712)
------------ ------------ ------------ ------------ ------------
Net increase (decrease)
before interfund transfers 4,663,700 2,526,257 3,074,756 4,005,641 16,151,211
Interfund transfers (756,820) 1,169,455 547,217 1,402,366 --
------------ ------------ ------------ ------------ ------------
Net increase (decrease) 3,906,880 3,695,712 3,621,973 5,408,007 16,151,211
Net assets available for benefits:
Beginning of year 13,595,146 6,927,397 12,229,489 13,117,140 93,337,238
------------ ------------ ------------ ------------ ------------
End of year $17,502,026 10,623,109 15,851,462 18,525,147 109,488,449
============ ============ ============ ============ ============
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Notes to Financial Statements
December 31, 1997 and 1996
(1) DESCRIPTION OF PLAN
The following description of the Profit Sharing and Savings Plan of
Republic National Bank of New York (the "Plan"), as amended and
restated as of January 1, 1989, is presented for general information
purposes only. Participants should refer to the Plan Document for
more complete information.
(a) GENERAL
The Plan is a defined contribution plan sponsored by Republic
National Bank of New York (the "Bank"), a wholly owned
subsidiary of Republic New York Corporation (the
"Corporation"). The Plan covers substantially all domestic
employees of the Bank, the Corporation and their
subsidiaries. The Plan, in general, has a profit sharing
component (Employer Allocation) and elective deferral
contribution components (Savings Plus Contributions and Flex
Fund Elective Deferrals and After-Tax Savings). In general,
all regular salaried employees are eligible to participate in
the Plan. Employees become participants on the January 1
coinciding with or following the date of hire; however, a
participant may not have profit sharing contributions or Flex
Fund Elective Deferral contributions made on his or her
behalf under the Plan prior to the first anniversary of such
participant's date of hire. The purpose of the Plan is to
recognize employees' contributions to the successful
operation of the Bank and to provide employees with a savings
method, through payroll deductions, on a pre- and after-tax
basis.
(b) BENEFITS
The Bank generally issues a profit sharing award on behalf of
the participating employees and contributes a portion of such
profit sharing award to the Plan. Approximately 50% of this
award is referred to as the Employer Allocation. The balance
of such award, to the extent contributed to the Plan,
represents Flex Fund Elective Deferrals. The amount of the
profit sharing award is usually based primarily on the Bank's
earnings for the year. In some years, there may be no profit
sharing award. Plan forfeitures for the year reduce profit
sharing awards otherwise payable by the Bank.
An eligible employee's profit sharing award each year is
calculated, if a profit sharing award is declared by the Bank
for such year, by allocation of the Bank's total profit
sharing award times the relationship of the participant's
base salary to the base salaries for all eligible
participants. Base salary is exclusive of overtime payments,
expense allowances, pension and insurance benefits, bonuses
and other special payments.
<PAGE>
2
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Notes to Financial Statements, continued
(1), CONTINUED
Employees may elect (i) to receive either all or a portion of
50% of their profit sharing award in cash and/or spend it on
benefits under the Flex Fund, an Internal Revenue Code
Section 125 cafeteria plan sponsored by the Bank, with the
remainder placed in the Plan, for which the Bank serves as
Trustee, or (ii) to have 100% of their allocation placed in
the Plan. The portion of the profit sharing award that is
paid into the Plan is comprised of Employer Allocations and
Flex Fund Elective Deferrals. Participants' profit sharing
contributions to the Plan representing Flex Fund Elective
Deferrals, and the earnings thereon, are always 100% vested
and nonforfeitable. The balance (i.e., 50%) of the profit
sharing award with respect to which the participant makes no
election and which is automatically contributed to the Plan
on the participant's behalf (i.e., the Employer Allocation),
becomes fully vested and nonforfeitable when the participant
completes three years of service.
(c) CONTRIBUTIONS
The Bank may contribute to the Plan each year such amount, if
any, as shall be determined by the Board of Directors of the
Bank in its discretion, but not exceeding the maximum amount
which would be deductible by the Bank for such year for
income tax purposes. Employer contributions, which are
primarily based on the Bank's earnings for the year, are
contributed and included in the Plan when the financial
statements of the Bank are approved by its Board of
Directors.
Total contributions to the Plan on behalf of any participant
for any plan year shall not exceed the lesser of (a) $30,000,
or (b) 25% of the participant's total earnings for such plan
year. Savings Plus Contributions, Flex Fund Elective
Deferrals and After-Tax Savings contributions on behalf of
certain highly compensated employees may be limited as a
result of certain nondiscrimination rules under the Internal
Revenue Code of 1986, as amended (the "Code").
Savings Plus Contributions are permitted from 1% to 10% of
the employee's base salary (as of the previous September 1)
in multiples of 1%. After-Tax Savings contributions are also
permitted from 1% to 10% of the employee's base salary (as of
the previous September 1) in multiples of 1%. Employees may
not contribute in aggregate more than 15% of the member's
annual compensation. By law, the total Savings Plus
Contributions plus Flex Fund Elective Deferrals for 1997 is
limited to $9,500 per employee. Savings Plus Contributions,
Flex Fund Elective Deferrals and associated earnings are not
subject to current Federal income taxes and may not be
subject to state and local income taxes. All such
contributions are made on a pre-tax basis, thereby reducing
taxable income. Income taxes on such amounts are deferred
until the participant receives distributions from the Plan.
Earnings on any After-Tax Savings contributions are also tax
deferred.
<PAGE>
3
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Notes to Financial Statements, continued
(1), CONTINUED
The participants' Savings Plus Contributions (made via
payroll deductions), and the interest earned thereon, are
invested by the Bank in short-term money market investments
from the payroll deduction date to the date such
contributions are invested in the Plan's investment funds.
Such interest earned is treated as an additional contribution
to the investment funds.
A participant may, with the consent of the plan
administrator, deposit a payout from a former employer's
profit sharing plan into the Plan. A participant is not
required to complete one year of service to make such
rollover contributions.
(d) DISTRIBUTIONS
Participants or their beneficiaries are entitled to receive
benefit payments representing their vested interest in the
Plan as follows: (1) participants may, in the case of certain
hardships set forth in the Plan, apply for a distribution of
all, or a portion of, their Savings Plus Contributions, Flex
Fund Elective Deferrals and the vested portion of the
participant's Employer Allocation account and After-Tax
Savings contributions; (2) participants may withdraw all or a
portion of their vested interest under the Plan upon their
attainment of age 59-1/2; (3) withdrawals of After-Tax
Savings contributions are permitted once per quarter and will
be paid as soon as practicable following the end of the
quarter in which the request was made; (4) in general, upon
termination of employment, participants or their
beneficiaries shall receive payment of their vested interest
in the Plan as a lump-sum distribution (payable as soon as
practicable following the valuation date immediately
following the participant's termination of employment, but in
no event later than 60 days after the close of the plan year
in which the participant's termination of employment
occurred), in two installments or in five equal annual
installments; and (5) participants with a vested interest in
the RNYC Common Stock Fund may elect, upon termination, to
receive all or a portion of their distribution as cash and/or
shares.
A participant may not have any portion of his or her Savings
Plus Contributions account balance or Flex Fund Elective
Deferrals account balance distributed earlier than the
participant's (a) retirement, (b) death, (c) disability, (d)
termination of employment, (e) attainment of age 59-1/2, or
(f) hardship. A distribution on account of hardship shall not
exceed the amount required to meet the immediate financial
need created by the hardship.
(e) FORFEITURES
A forfeiture occurs when a participant terminates employment
prior to being fully vested. The amount of the forfeiture is
equal to the unvested portion of the participant's account
balance and is distributed back to the Bank.
<PAGE>
4
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Notes to Financial Statements, continued
(1), CONTINUED
(f) INVESTMENT ELECTIONS
Under the terms of the Plan, participants may designate, in
multiples of 10%, the proportions in which their allocations
and contributions placed in the Plan are to be invested in
any of the eight current investment funds under the Plan
(collectively known as the "funds") which are: Fixed Income
Long-Term Investment Fund, U.S. Fixed Income Short to
Intermediate Fund, International Equity Fund, Fixed Income
Short-Term Investment Fund, RNYC Common Stock Fund, U.S.
Equity Large-Cap Growth Fund, U.S. Equity Large-Cap Value
Fund, and U.S. Equity Small-Cap Fund. Participants failing to
make an election decision will have their allocations
invested in the Fixed Income Short-Term Investment Fund. A
participant may elect to change his or her investment
designation up to four times a year based on the schedule
specified in the Plan.
The Bank, as Trustee for the funds, has discretionary
authority concerning purchases and sales of investments in
each of its eight investment funds, within the guidelines
described in the Plan Document as follows:
Fixed Income Long-Term Investment Fund - to be invested
primarily in U.S. Government securities, corporate bonds,
mortgage-backed securities and/or other fixed income
securities with an average weighted maturity expected to be
greater than five years.
U.S. Fixed Income Short to Intermediate Fund - to be invested
primarily in U.S. Treasury securities with an average
weighted maturity expected to be greater than one year
but less than three years.
International Equity Fund - to be invested primarily in
equity securities of non-U.S. issuers and equity securities
with principal markets located outside the U.S. that are
expected to provide long-term capital appreciation.
Fixed Income Short-Term Investment Fund - to be invested in
savings or time accounts, certificates of deposit,
obligations of the United States or those for which the full
faith and credit of the United States are pledged to provide
for the payment of the interest and principal, and
obligations of any agency or instrumentality of the United
States. The Fund may also invest in other short-term
investments.
RNYC Common Stock Fund - to be invested in Republic New York
Corporation common stock. Investments in this fund may not
exceed 50% of the participant's total plan balance.
<PAGE>
5
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Notes to Financial Statements, continued
(1), CONTINUED
U.S. Equity Large-Cap Growth Fund - to be invested primarily
in common stocks of large U.S. corporations considered to
have high earnings growth potential that are expected to
provide long-term capital appreciation.
U.S. Equity Large-Cap Value Fund - to be invested primarily
in common stocks of large U.S. corporations considered to be
undervalued that are expected to provide long-term capital
appreciation.
U.S. Equity Small-Cap Fund - to be invested primarily in
smaller companies that are expected to grow rapidly and are
expected to provide long-term capital appreciation.
Presently, the plan assets are invested in the Pooled
Employee Benefit Trust of Republic National Bank of New York,
except the plan assets of the RNYC Common Stock Fund, which
are invested in RNYC common stock. Each investment fund
utilizes the Dreyfus Cash Management account or the Republic
U.S. Government Money Market account, sweep accounts, to
invest excess cash.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) INVESTMENTS, VALUATIONS AND INCOME RECOGNITION
Dreyfus Cash Management accounts are investments in money
market funds for purposes of liquidity and are stated at
cost, which approximates fair value.
Republic U.S. Government Money Market accounts are
investments in money market funds for purposes of liquidity
and are stated at cost, which approximates fair value.
The investments in the Pooled Employee Benefit Trust of
Republic National Bank of New York ("PEBT") are stated at
fair value based upon the unit valuations as reported in the
PEBT financial statements as of December 31, 1997 and 1996.
Such unit valuations are based predominantly on market
quotations for the underlying investments obtained from
national securities exchanges.
Republic New York Corporation's common stock is stated at
fair value based upon the closing market price quoted on the
New York Stock Exchange.
<PAGE>
6
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Notes to Financial Statements, continued
(2), CONTINUED
Interest income in the Dreyfus Cash Management and Republic
U.S. Government Money Market accounts is recorded on an
accrual basis. Net investment income from the PEBT funds
includes current earnings from the PEBT's underlying
investments, net gains and losses from the sale of
investments by the PEBT, and the net change in the unrealized
appreciation or depreciation in the PEBT's underlying
investments and is recorded as net appreciation
(depreciation) in fair value of investments in the Plan's
financial statements.
Dividend income in the RNYC Common Stock Fund is recorded on
an accrual basis at the date of record of the dividends.
Gains or losses on sales of investments are accounted for on
an average cost basis. These are recorded based upon trade
date.
The preparation of financial statements in conformity with
generally accepted accounting principles requires the Sponsor
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results may
differ from those estimates.
(b) CONTRIBUTIONS, DISTRIBUTIONS AND INTERFUND TRANSFERS
All contributions, distributions and interfund transfers are
effected at the Plan's quarterly valuation dates. The Bank's
and employees' contributions are made in accordance with
note 1(c).
The contributions receivable represent employee payroll
deductions for the fourth quarter of each year, which were
contributed to the Plan in January of the following year.
A participant's distributions are paid out by the Bank when
the participant is entitled to them as discussed in note
1(d). The decrease in the investment funds is recognized at
the subsequent plan quarterly valuation date, at which time
the Bank is reimbursed by the Plan. Participant withdrawals
requested but not yet paid out of the Plan's assets amounted
to $1,853,923 and $2,420,523 at December 31, 1997 and 1996,
respectively.
Interfund transfers are elected by the participants as
discussed in note 1(f) and the change in the investment
funds is recognized at the subsequent plan quarterly
valuation date.
<PAGE>
7
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Notes to Financial Statements, continued
(2), CONTINUED
(c) RELATED PARTY TRANSACTIONS
The Bank is trustee for the PEBT's in which certain of the
plan assets are invested. The Bank does not receive
any fees for its role as trustee.
Administrative expenses are borne by the Plan, unless the
Bank, at its option, chooses to pay for such expenses.
During 1997 and 1996, the Bank has chosen to pay all
administrative expenses of the Plan.
(3) PLAN VALUATIONS
Plan valuations are performed quarterly.
The Plan maintains records for each participant in dollar amounts,
except in the case of the RNYC Common Stock Fund, which is
maintained in shares of common stock. Dividends received on the RNYC
Common Stock Fund are credited to each participant based upon the
number of shares owned in the fund. For all other funds, at the
quarterly valuations, each individual is credited with his or her
pro rata share of income in an investment fund based on the opening
balance compared to the total of all individuals' opening balances
in that fund.
(4) INVESTMENTS
The following table presents the fair values of investments that
represent five percent or more of the Plan's net assets at the
beginning of the plan year:
<TABLE>
FAIR VALUE OF INVESTMENTS
<CAPTION>
December 31, 1997
-----------------------------------------
No. of Fair
units/shares Cost value
------------ ---- -----
<S> <C> <C> <C>
Investments at fair value as determined by quoted market price:
Fixed Income Long-Term Investment Fund:
Pooled Employee Benefit Trust of
Republic National Bank of New York -
Fixed Income Long-Term Investment Fund 42,639 4,364,714 5,496,982
U.S. Fixed Income Short to Intermediate Fund:
Pooled Employee Benefit Trust of
Republic National Bank of New York -
Fixed Income Short to Intermediate Fund 58,705 5,952,383 6,968,829
International Equity Fund:
Pooled Employee Benefit Trust of
Republic National Bank of New York -
International Equity Fund 66,990 7,380,963 9,468,410
<PAGE>
8
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Notes to Financial Statements, continued
(4), CONTINUED
FAIR VALUE OF INVESTMENTS
<CAPTION>
December 31, 1997
-----------------------------------------
No. of Fair
units/shares Cost value
------------ ---- -----
<S> <C> <C> <C>
Fixed Income Short-Term Investment
Fund:
Pooled Employee Benefit Trust
of Republic National Bank
of New York - Fixed Income
Short-Term Investment Fund 75,899 20,526,504 $ 31,399,020
RNYC Common Stock Fund:
Republic New York Corporation -
Common Stock Fund 203,804 9,555,363 23,271,869
U.S. Equity Large-Cap Growth Fund:
Pooled Employee Benefit Trust
of Republic National Bank
of New York - U.S. Equity
Large-Cap Growth Fund 90,025 10,261,536 17,161,697
U.S. Equity Large-Cap Value Fund:
Pooled Employee Benefit Trust
of Republic National Bank
of New York - U.S. Equity
Large-Cap Value Fund 118,732 12,710,913 21,155,796
U.S. Equity Small-Cap Fund:
Pooled Employee Benefit Trust
of Republic National Bank
of New York - U.S. Equity
Small-Cap Fund 115,364 12,967,113 22,972,919
------------
Total $137,895,522
============
</TABLE>
The net change in fair value of the Plan's investments (including
investments bought, sold, and held during the year) is separately
disclosed in the statement of changes in net assets available for
plan benefits.
The Plan calculates realized gains and losses and unrealized
appreciation (depreciation) as the difference between market value
and cost. The Internal Revenue Service ("IRS") Form 5500 calculates
realized gains and losses and unrealized appreciation (depreciation)
as the difference between current market value and market value at
the prior year end.
<PAGE>
9
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Notes to Financial Statements, continued
(5) PLAN TERMINATION
While it has not expressed any intention to do so, the Bank may
terminate the Plan at any time. In the event of the termination of
the Plan, or if there is a complete discontinuance of contributions,
the account of each participant shall become nonforfeitable and
distributable in accordance with the provisions of the Plan. No
termination of the Plan shall permit any part of the funds to be
used for or diverted to purposes other than for the exclusive
benefit of participants, former participants or beneficiaries.
(6) FEDERAL INCOME TAXES
The Plan is approved as qualified under section 401(a) of the
Internal Revenue Code of 1986, as amended, and is exempt from
Federal income taxes under Section 501(a) of such Code, pursuant to
an Internal Revenue Service determination letter dated December 17,
1996. Accordingly, the Plan has been amended to conform with the
changes in plan qualification requirements enacted by the Tax Reform
Act of 1986 and all other tax law changes enacted through the
Omnibus Budget Reconciliation of 1994. The administrators of the
Plan, in conjunction with their tax counsel, believe the Plan
operates in accordance with the Internal Revenue Code.
(7) ACQUISITION OF BROOKLYN BANCORP, INC.
On February 29, 1996, the Corporation completed the acquisition of
Brooklyn Bancorp, Inc. ("BBI") and its wholly-owned subsidiary,
CrossLand Federal Savings Bank ("CrossLand"), which was merged into
the Bank. On July 1, 1997, the assets of the Retirement Plan of
CrossLand Federal Savings Bank in RSI Retirement Trust amounting to
$2,811,111 were transferred into the Plan. Such transfer is included
for 1997 in the Statement of Changes in Net Assets Available for
Benefits.
<PAGE>
Schedule 1
----------
<TABLE>
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Item 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1997
<CAPTION>
No. of Fair
units/shares Cost value
------------ ------------ -----------
<S> <C> <C> <C>
Fixed Income Long-Term Investment Fund:
Republic U.S. Government Money Market 108,980 $ 108,980 108,980
* Pooled Employee Benefit Trust
of Republic National Bank
of New York - Fixed Income
Long-Term Investment Fund 42,639 4,364,714 5,496,982
------------ -----------
Total Fixed Income Long-Term
Investment Fund $ 4,473,694 5,605,962
============ ===========
U.S. Fixed Income Short to Intermediate Fund:
Republic U.S. Government Money Market 116,017 116,017 116,017
* Pooled Employee Benefit Trust
of Republic National Bank
of New York - U.S. Fixed Income
Short to Intermediate Fund 58,705 5,952,383 6,968,829
------------ -----------
Total U.S. Fixed Income Short
to Intermediate Fund $ 6,068,400 7,084,846
============ ===========
International Equity Fund:
Republic U.S. Government Money Market 113,058 113,058 113,058
* Pooled Employee Benefit Trust
of Republic National Bank
of New York - International Equity Fund 66,990 7,380,963 9,468,410
------------ -----------
Total International Equity Fund $ 7,494,021 9,581,468
============ ===========
Fixed Income Short-Term Investment Fund:
Dreyfus Cash Management 81,957 81,957 81,957
* Pooled Employee Benefit Trust
of Republic National Bank
of New York - Fixed Income Short-
Term Investment Fund 75,899 20,526,504 31,399,020
------------ -----------
Total Fixed Income Short-Term
Investment Fund $ 20,608,461 31,480,977
============ ===========
<PAGE>
2
Schedule 1
----------
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Item 27(a) - Schedule of Assets Held for Investment Purposes, Continued
<CAPTION>
No. of Fair
units/shares Cost value
------------ ------------ ------------
<S> <C> <C> <C>
RNYC Common Stock Fund:
Republic U.S. Government Money Market 72,644 $ 72,644 72,644
* Republic New York Corporation -
Common Stock Fund 203,804 9,555,363 23,271,869
------------ ------------
Total RNYC Common Stock
Fund $ 9,628,007 23,344,513
============ ============
U.S. Equity Large-Cap Growth Fund:
Republic U.S. Government Money Market 152,872 152,872 152,872
* Pooled Employee Benefit Trust
of Republic National Bank
of New York - U.S. Equity
Large-Cap Growth Fund 90,025 10,261,536 17,161,697
------------ ------------
Total U.S. Equity Large-Cap
Growth Fund $ 10,414,408 17,314,569
============ ============
U.S. Equity Large-Cap Value Fund:
Republic U.S. Government Money Market 86,350 86,350 86,350
* Pooled Employee Benefit Trust
of Republic National Bank
of New York - U.S. Equity Large-Cap
Value Fund 118,732 12,710,913 21,155,796
------------ ------------
Total U.S. Equity Large-Cap
Value Fund $ 12,797,263 21,242,146
============ ============
U.S. Equity Small-Cap Fund:
Republic U.S. Government Money Market 106,336 106,336 106,336
* Pooled Employee Benefit Trust
of Republic National Bank
of New York - U.S. Equity
Small-Cap Fund 115,364 12,967,113 22,972,919
------------ ------------
Total U.S. Equity Small-Cap Fund $ 13,073,449 23,079,255
============ ============
Total Investments $ 84,557,703 138,733,736
============ ============
<FN>
*Represents five percent or more of the Plan's net assets at the beginning of the plan year.
</FN>
</TABLE>
<PAGE>
Schedule 2
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Item 27(d) - Schedule of Reportable Transactions
Year ended December 31, 1997
No transactions individually or in the aggregate exceeded 5% of plan assets
during 1997.
