<PAGE> 1
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR END DECEMBER 31, 1998
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, 1998 and 1997, 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, 1999
<PAGE> 2
EXHIBIT INDEX
Exhibit No. Description of Exhibit
- - ----------- ----------------------
23 Consent of KPMG LLP
99 Profit Sharing and Savings Plan of
Republic National Bank of New York
Financial Statements and Schedules
December 31, 1998 and 1997 (with
Independent Auditor's Report thereon).
<PAGE> 1
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
June 14,1999 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, 1998 and 1997, 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, 1998 and all related schedules, which report appears in the
December 31, 1998 Annual Report on Form 11-K of the Profit Sharing and Savings
Plan of Republic National Bank of New York.
KPMG LLP
New York, New York
June 29, 1999
<PAGE> 1
EXHIBIT 99
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Financial Statements and Schedules
December 31, 1998 and 1997
(With Independent Auditors' Report Thereon)
<PAGE> 2
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Table of Contents
December 31, 1998 and 1997
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> 3
[KPMG LETTERHEAD]
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, 1998 and 1997, 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, 1998 and 1997, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included in
Schedules 1 and 2 is presented for the purpose of additional analysis and is not
a required part of the basic financial statements but is 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
statement of net assets for benefits and the statement of changes in net assets
for benefits of each fund. The supplementary information and fund information
have been subjected to the auditing procedures applied in the audits of the
basic financial statements taken as a whole and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
KPMG LLP
June 14, 1999
<PAGE> 4
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Statement of Net Assets Available for Benefits,
with Fund Information
December 31, 1998
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
U.S. FIXED
FIXED INCOME INCOME
LONG-TERM SHORT TO INTERNATIONAL
INVESTMENT INTERMEDIATE EQUITY
FUND FUND FUND
------------ ------------ -------------
<S> <C> <C> <C>
Assets:
Investments at fair value:
Dreyfus Cash Management $ -- -- --
Republic U.S. Government Money Market 65,595 87,613 78,320
Republic Investment Management Account 7,399,533 7,787,537 11,891,891
RNYC common stock -- -- --
------------ --------- ----------
Total investments 7,465,128 7,875,150 11,970,211
Contributions receivable 86,897 85,543 186,915
Accrued income receivable 20,047 114,774 333
------------ --------- ----------
Total assets 7,572,072 8,075,467 12,157,459
Liabilities:
Administrative expenses 2,000 2,500 3,000
------------ --------- ----------
Total liabilities 2,000 2,500 3,000
Net assets available for benefits $ 7,570,072 8,072,967 12,154,459
============ ========= ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 5
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
- ----------------------------------------------------------------------------------------------------
FIXED INCOME U.S. EQUITY
SHORT-TERM RNYC LARGE-CAP U.S. EQUITY
INVESTMENT COMMON INVESTMENT SMALL-CAP
FUND STOCK FUND FUND FUND TOTAL
------------ ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
5,461,538 -- -- -- 5,461,538
-- 259,202 263,791 181,251 935,772
27,671,447 -- 52,156,434 26,984,527 133,891,369
-- 19,851,809 -- -- 19,851,809
---------- ---------- ---------- ---------- -----------
33,132,985 20,111,011 52,420,225 27,165,778 160,140,488
395,722 339,312 629,985 395,717 2,120,091
-- 109,983 1,267 779 247,183
---------- ---------- ---------- ---------- -----------
33,528,707 20,560,306 53,051,477 27,562,274 162,507,762
-- -- 12,300 7,200 27,000
---------- ---------- ---------- ---------- -----------
-- -- 12,300 7,200 27,000
33,528,707 20,560,306 53,039,177 27,555,074 162,480,762
========== ========== ========== ========== ===========
</TABLE>
<PAGE> 6
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Statement of Net Assets Available for Benefits,
with Fund Information
December 31, 1997
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
U.S. FIXED
FIXED INCOME INCOME
LONG-TERM SHORT TO INTERNATIONAL
INVESTMENT INTERMEDIATE EQUITY
FUND FUND FUND
------------ ------------ -------------
<S> <C> <C> <C>
Assets:
Investments at fair value:
Dreyfus Cash Management $ -- -- --
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
RNYC common stock -- -- --
---------- --------- ---------
Total investments 5,605,962 7,084,846 9,581,468
Contributions receivable 65,580 72,058 163,755
Accrued income receivable 522 543 534
---------- --------- ---------
Net assets available for benefits $5,672,064 7,157,447 9,745,757
========== ========= =========
</TABLE>
See accompanying notes to financial statements
<PAGE> 7
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
- -------------------------------------------------------------------------------------------------------------------
U.S. EQUITY U.S. EQUITY
FIXED INCOME LARGE-CAP LARGE-CAP
SHORT-TERM RNYC GROWTH VALUE U.S. EQUITY
INVESTMENT COMMON INVESTMENT INVESTMENT SMALL-CAP
FUND STOCK FUND FUND FUND FUND TOTAL
- ------------ ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
81,957 -- -- -- -- 81,957
-- 72,644 152,872 86,350 106,336 756,257
31,399,020 -- 17,161,697 21,155,796 22,972,919 114,623,653
-- 23,271,869 -- -- -- 23,271,869
- ---------- ---------- ---------- ---------- ---------- -----------
31,480,977 23,344,513 17,314,569 21,242,146 23,079,255 138,733,736
360,676 236,499 236,834 263,348 327,042 1,725,792
468 94,185 741 439 520 97,952
- ---------- ---------- ---------- ---------- ---------- -----------
31,842,121 23,675,197 17,552,144 21,505,933 23,406,817 140,557,480
========== ========== ========== ========== ========== ===========
</TABLE>
<PAGE> 8
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Statement of Changes in Net Assets Available for Benefits,
with Fund Information
Year ended December 31, 1998
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
U.S. FIXED
FIXED INCOME INCOME
LONG-TERM SHORT TO INTERNATIONAL
INVESTMENT INTERMEDIATE EQUITY
FUND FUND FUND
------------ ------------ -------------
<S> <C> <C> <C>
Investment income:
Net appreciation (depreciation)
in fair value of investments $ 310,167 235,253 1,019,841
Interest and dividends 136,719 246,842 130,511
---------- --------- ----------
Total investment income (loss) 446,886 482,095 1,150,352
---------- --------- ----------
Contributions:
Employee 410,010 372,654 846,134
Employer 313,058 371,398 619,798
---------- --------- ----------
Total contributions 723,068 744,052 1,465,932
---------- --------- ----------
Fund consolidated -- -- --
---------- --------- ----------
Total additions (reductions) 1,169,954 1,226,147 2,616,284
---------- --------- ----------
Distributions to participants (339,302) (285,444) (541,827)
---------- --------- ----------
Net increase (decrease) before
interfund transfers 830,652 940,703 2,074,457
Interfund transfers 1,067,356 (25,183) 334,245
---------- --------- ----------
Net increase (decrease) 1,898,008 915,520 2,408,702
Net assets available for benefits:
Beginning of year 5,672,064 7,157,447 9,745,757
---------- --------- ----------
End of year $7,570,072 8,072,967 12,154,459
========== ========= ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 9
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
- -------------------------------------------------------------------------------------------------------------------
FIXED U.S. EQUITY
INCOME LARGE-CAP U.S. EQUITY
SHORT-TERM RNYC GROWTH LARGE-CAP U.S. EQUITY
INVESTMENT COMMON INVESTMENT INVESTMENT SMALL-CAP
FUND STOCK FUND FUND FUND FUND TOTAL
- ----------- ----------- ------------ ------------ ----------- -----------
<S> <C> <C> <C> <C> <C>
1,765,635 (5,042,454) 4,520,566 7,403,874 3,129,091 13,341,973
86,913 436,846 -- 73,371 63,843 1,175,045
- ----------- ---------- ------------ ---------- ---------- -----------
1,852,548 (4,605,608) 4,520,566 7,477,245 3,192,934 14,517,018
- ----------- ---------- ------------ ---------- ---------- -----------
2,125,995 1,262,294 758,622 2,122,331 1,727,195 9,625,235
2,920,419 1,146,335 950,526 1,073,284 1,315,818 8,710,636
- ----------- ---------- ------------ ---------- ---------- -----------
5,046,414 2,408,629 1,709,148 3,195,615 3,043,013 18,335,871
- ----------- ---------- ------------ ---------- ---------- -----------
-- -- (19,914,960) 19,914,960 -- --
- ----------- ---------- ------------ ---------- ---------- -----------
6,898,962 (2,196,979) (13,685,246) 30,587,820 6,235,947 32,852,889
- ----------- ---------- ------------ ---------- ---------- -----------
(3,994,653) (1,736,596) (716,754) (1,612,024) (1,703,007) (10,929,607)
- ----------- ---------- ------------ ---------- ---------- -----------
2,904,309 (3,933,575) (14,402,000) 28,975,796 4,532,940 21,923,282
(1,217,723) 818,684 (3,150,144) 2,557,448 (384,683) --
- ----------- ---------- ------------ ---------- ---------- -----------
1,686,586 (3,114,891) (17,552,144) 31,533,244 4,148,257 21,923,282
31,842,121 23,675,197 17,552,144 21,505,933 23,406,817 140,557,480
- ----------- ---------- ------------ ---------- ---------- -----------
33,528,707 20,560,306 -- 53,039,177 27,555,074 162,480,762
=========== ========== ============ ========== ========== ===========
</TABLE>
<PAGE> 10
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Statement of Changes in Net Assets Available for Benefits,
with Fund Information
Year ended December 31, 1997
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
U.S. FIXED
FIXED INCOME INCOME
LONG-TERM SHORT TO INTERNATIONAL
INVESTMENT INTERMEDIATE EQUITY
FUND FUND FUND
---------- ------------ -------------
<S> <C> <C> <C>
Investment income:
Net appreciation in fair
value of investments $ 448,485 404,552 671,776
Interest 5,068 6,133 6,342
Dividends -- -- --
---------- --------- ---------
Total investment income 453,553 410,685 678,118
---------- --------- ---------
Contributions:
Employee 474,992 424,044 802,486
Employer 317,784 403,543 485,202
---------- --------- ---------
Total contributions 792,776 827,587 1,287,688
---------- --------- ---------
Assets transferred from Crossland
Pension Plan 108,951 130,765 244,017
---------- --------- ---------
Total additions 1,355,280 1,369,037 2,209,823
---------- --------- ---------
Distributions to participants (242,277) (322,734) (489,432)
---------- --------- ---------
Net increase before interfund
transfers 1,113,003 1,046,303 1,720,391
Interfund transfers (161,625) (320,219) 541,684
---------- --------- ---------
Net increase 951,378 726,084 2,262,075
Net assets available for benefits:
Beginning of year 4,720,686 6,431,363 7,483,682
---------- --------- ---------
End of year $5,672,064 7,157,447 9,745,757
========== ========= =========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 11
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
- ----------------------------------------------------------------------------------------------------------------------
FIXED U.S. EQUITY U.S. EQUITY
INCOME LARGE-CAP LARGE-CAP
SHORT-TERM RNYC GROWTH VALUE U.S. EQUITY
INVESTMENT COMMON INVESTMENT INVESTMENT SMALL-CAP
FUND STOCK FUND FUND FUND FUND TOTAL
- ----------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
1,858,706 6,538,232 4,037,764 4,162,369 4,034,089 22,155,973
10,803 6,861 8,355 7,780 8,702 60,044
-- 372,841 -- -- -- 372,841
- ----------- ---------- ---------- ---------- ---------- -----------
1,869,509 6,917,934 4,046,119 4,170,149 4,042,791 22,588,858
- ----------- ---------- ---------- ---------- ---------- -----------
1,937,776 1,125,487 1,270,546 1,304,354 1,615,109 8,954,794
2,705,480 920,006 678,050 1,004,015 1,333,001 7,847,081
- ----------- ---------- ---------- ---------- ---------- -----------
4,643,256 2,045,493 1,948,596 2,308,369 2,948,110 16,801,875
- ----------- ---------- ---------- ---------- ---------- -----------
723,279 312,482 419,594 453,898 418,125 2,811,111
- ----------- ---------- ---------- ---------- ---------- -----------
7,236,044 9,275,909 6,414,309 6,932,416 7,409,026 42,201,844
- ----------- ---------- ---------- ---------- ---------- -----------
(4,023,216) (2,060,949) (1,146,311) (1,099,748) (1,748,146) (11,132,813)
- ----------- ---------- ---------- ---------- ---------- -----------
3,212,828 7,214,960 5,267,998 5,832,668 5,660,880 31,069,031
278,319 (1,041,789) 1,661,037 (178,197) (779,210) --
- ----------- ---------- ---------- ---------- ---------- -----------
3,491,147 6,173,171 6,929,035 5,654,471 4,881,670 31,069,031
28,350,974 17,502,026 10,623,109 15,851,462 18,525,147 109,488,449
- ----------- ---------- ---------- ---------- ---------- -----------
31,842,121 23,675,197 17,552,144 21,505,933 23,406,817 140,557,480
=========== ========== ========== ========== ========== ===========
</TABLE>
<PAGE> 12
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Notes to Financial Statements
December 31, 1998 and 1997
(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> 13
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Notes to Financial Statements
December 31, 1998 and 1997
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 1998 is limited to $10,000 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.
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.
2 (continued)
<PAGE> 14
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Notes to Financial Statements
December 31, 1998 and 1997
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.
(f) INVESTMENT ELECTIONS
As of July 1, 1998, the U.S. Equity Large Cap Value Investment
Fund and U.S. Equity Large Cap Growth Investment Fund options
consolidated into one investment fund. The above two funds were
renamed as the U.S. Equity Large Cap Investment Fund.
3 (continued)
<PAGE> 15
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Notes to Financial Statements
December 31, 1998 and 1997
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
seven 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 Investment 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 seven
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.
U.S. Equity Large-Cap Growth Investment 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 Investment Fund - to be invested primarily
in Republic Equity Fund which is a blended portfolio of value and
growth stocks.
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.
4 (continued)
<PAGE> 16
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Notes to Financial Statements
December 31, 1998 and 1997
Presently, the plan assets are invested in the Republic Investment
Management Account, 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 Republic Investment Management Account are
stated at fair value based upon quotations obtained from national
securities exchanges; marketable securities that are not listed on
an exchange are valued on a basis of quotations obtained from
brokerage firms.
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.
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.
5 (continued)
<PAGE> 17
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Notes to Financial Statements
December 31, 1998 and 1997
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 $2,575,521 and
$1,853,923 at December 31, 1998 and 1997, 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.
(c) RELATED PARTY TRANSACTIONS
Administrative expenses are borne by the Plan, unless the Bank, at
its option, chooses to pay for such expenses. In 1998, the Bank
decided that the Plan should pay for such expenses. In 1997, 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.
6 (continued)
<PAGE> 18
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Notes to Financial Statements
December 31, 1998 and 1997
(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:
FAIR VALUE OF INVESTMENTS
<TABLE>
<CAPTION>
DECEMBER 31, 1998
--------------------------------------------------
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:
Republic Investment Management Account -
Fixed Income Long-Term Investment Fund 697,411 $ 7,387,801 $ 7,399,533
U.S. Fixed Income Short to Intermediate Fund:
Republic Investment Management Account -
Fixed Income Short to Intermediate Fund 7,590,000 7,767,004 7,787,537
International Equity Fund:
Republic Investment Management Account -
International Equity Fund 871,200 10,170,062 11,891,891
Fixed Income Short-Term Investment
Fund:
Republic Investment Management Account -
Fixed Income Short-Term Investment Fund 27,663,354 27,651,778 27,671,447
RNYC Common Stock Fund:
Republic New York Corporation -
Common Stock Fund 435,705 11,708,645 19,851,809
U.S. Equity Large-Cap Investment Fund:
Republic Investment Management Account -
U.S. Equity Large-Cap Investment Fund 2,786,134 49,545,196 52,156,434
U.S. Equity Small-Cap Investment Fund:
Republic Investment Management Account -
U.S. Equity Small-Cap Fund 2,290,707 24,835,734 26,984,527
-------------
Total $ 153,743,178
=============
</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.
7 (continued)
<PAGE> 19
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Notes to Financial Statements
December 31, 1998 and 1997
(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) LIQUIDATION OF POOLED EMPLOYEE BENEFIT TRUST
Effective September 30, 1998 the Pooled Employee Benefit Trust of
Republic National Bank of New York was terminated. The Trust assets were
allocated between participants (Profit Sharing and Savings Plan of
Republic National Bank of New York and Profit Sharing and Savings Plan of
Safra National Bank). Safra National Bank received its share of the Trust
in cash July 1998 based on valuation as of June 30, 1998. The remaining
portion of the Trust belonged to Profit Sharing and Savings Plan of
Republic National Bank of New York was collapsed with funds in the Profit
Sharing and Savings Plan of Republic National Bank of New York on
valuation as of September 30, 1998.
(8) SUBSEQUENT EVENT
On May 10, 1999, the Corporation and Safra Republic Holdings S.A. ("SRH")
entered into a definitive agreement providing for (1) the merger of the
Corporation with a wholly-owned subsidiary of HSBC Holdings plc in which
each outstanding share of the Corporation's common stock would be
converted into the right to receive $72.00 in cash and (2) a tender offer
for the outstanding common shares of SRH (other than those owned by the
Corporation) at $72.00 per share.
8 (continued)
<PAGE> 20
SCHEDULE 1
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Item 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1998
<TABLE>
<CAPTION>
NO. OF FAIR
UNITS/SHARES COST VALUE
------------ ------------ ----------
<S> <C> <C> <C>
Fixed Income Long-Term Investment Fund:
Republic U.S. Government Money Market 65,595 $ 65,595 65,595
Republic Investment Management Account -
Fixed Income Long-Term Investment Fund 697,411 7,387,801 7,399,533
------------ ----------
Total Fixed Income Long-Term
Investment Fund $ 7,453,396 7,465,128
============ ==========
U.S. Fixed Income Short to Intermediate Fund:
Republic U.S. Government Money Market 87,613 $ 87,613 87,613
Republic Investment Management Account -
U.S. Fixed Income Short to Intermediate Fund 7,590,000 7,767,004 7,787,537
------------ ----------
Total U.S. Fixed Income Short
to Intermediate Fund $ 7,854,617 7,875,150
============ ==========
International Equity Fund:
Republic U.S. Government Money Market 78,320 $ 78,320 78,320
Republic Investment Management Account -
International Equity Fund 871,200 10,170,062 11,891,891
------------ ----------
Total International Equity Fund $ 10,248,382 11,970,211
============ ==========
Fixed Income Short-Term Investment Fund:
Dreyfus Cash Management 5,461,538 $ 5,461,538 5,461,538
Republic Investment Management Account -
Fixed Income Short-Term Investment Fund 27,663,354 27,651,778 27,671,447
------------ ----------
Total Fixed Income Short-Term
Investment Fund $ 33,113,316 33,132,985
============ ==========
</TABLE>
<PAGE> 21
SCHEDULE 1
PROFIT SHARING AND SAVINGS PLAN OF
REPUBLIC NATIONAL BANK OF NEW YORK
Item 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1998
<TABLE>
<CAPTION>
NO. OF FAIR
UNITS/SHARES COST VALUE
------------ ------------ -----------
<S> <C> <C> <C>
RNYC Common Stock Fund:
Republic U.S. Government Money Market 259,202 $ 259,202 259,202
Republic New York Corporation -
Common Stock Fund 435,705 11,708,645 19,851,809
------------ -----------
Total RNYC Common Stock Fund $ 11,967,847 20,111,011
============ ===========
U.S. Equity Large-Cap Investment Fund:
Republic U.S. Government Money Market 263,791 $ 263,791 263,791
Republic Investment Management Account -
U.S. Equity Large-Cap Investment Fund 2,786,134 49,545,196 52,156,434
------------ -----------
Total U.S. Equity Large-Cap
Investment Fund $ 49,808,987 52,420,225
============ ===========
U.S. Equity Small-Cap Fund:
Republic U.S. Government Money Market 181,251 $ 181,251 181,251
Republic Investment Management Account -
U.S. Equity Small-Cap Fund 2,290,707 24,835,734 26,984,527
------------ -----------
Total U.S. Equity Small-Cap Fund $ 25,016,985 27,165,778
============ ===========
Total Investments 145,463,530 160,140,488
============ ===========
</TABLE>
2 (continued)
<PAGE> 22
PROFIT SHARING AND SAVINGS PLAN
REPUBLIC NATIONAL BANK OF NEW YORK
Item 27(d) - Schedule of Reportable Transactions
Year ended December 31, 1998
<TABLE>
<CAPTION>
PURCHASES
--------------------------------------------------------
NO. OF NET
DESCRIPTION OF ISSUE TRANSACTIONS UNITS COST
- --------------------------------------------------- ------------ ----------- ------------
<S> <C> <C> <C>
Single transaction(s):
U.S. Fixed Income Short to Intermediate Fund -- -- --
Fixed Income Long-Term Fund -- -- --
U.S. Equity Large Cap Investment Fund -- -- --
U.S. Equity Large Cap Growth Investment Fund -- -- --
International Equity Fund
U.S. Equity Small Cap Fund
Series of transactions:
Fixed Income Short-Term Investment Fund 4 5,564,978 7,640,197
U.S. Fixed Income Short to Intermediate Fund -- -- --
U.S. Equity Large Cap Investment Fund -- -- --
U.S. Equity Large Cap Growth Investment Fund -- -- --
U.S. Equity Small Cap Fund -- -- --
</TABLE>
<PAGE> 23
Schedule 2
<TABLE>
<CAPTION>
SALES
- -------------------------------------------------------------------------------
NO OF NET
TRANSACTIONS UNITS COST PROCEEDS GAIN
- --------------- -------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
1 60,345 $ 6,175,372 $ 7,366,222 $ 1,190,850
1 53,445 5,773,440 7,099,809 1,326,269
1 139,456 16,821,898 28,201,007 11,379,109
1 83,451 10,244,177 19,738,555 9,494,378
1 76,680 8,879,133 12,328,781 3,449,648
1 120,322 14,017,714 27,612,859 13,595,145
-- -- -- -- --
3 62,075 6,348,345 7,576,250 1,227,905
2 140,016 16,883,625 28,316,007 11,432,382
2 100,333 12,316,536 21,810,914 9,494,378
2 121,089 14,094,450 27,788,962 13,694,512
</TABLE>
