UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: May 10, 1999
REPUBLIC NEW YORK CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 1-7436 13-2764867
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
452 Fifth Avenue, New York, New York 10018
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 525-6100
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Item 5. Other Events
Republic New York Corporation ("RNYC") and Safra Republic Holdings S.A.
("SRH")have entered into a definitive agreement providing for (1) the merger of
RNYC with a wholly owned subsidiary of HSBC Holdings plc ("HSBC") in which each
outstanding RNYC common share would be converted into the right to receive
$72.00 in cash and (2) a tender offer for the outstanding ordinary shares of SRH
(other than those owned by RNYC) at $72.00 per share. Saban S.A., the principal
stockholder of RNYC, which is controlled by RNYC's founder, Edmond J. Safra, has
irrevocably undertaken to vote its 29% stockholding in RNYC in favor of the
merger and, in addition, to accept the tender offer in respect of its 20.8%
stockholding in SRH. All outstanding preferred shares of each company will
remain outstanding after these transactions.
The consummation of the transactions are subject to a number of conditions,
including RNYC stockholder approval and regulatory approvals in various
jurisdictions. The merger and tender offer are to close at the same time, which
is expected to be during the last quarter of 1999.
In connection with the merger, RNYC has issued an option to HSBC, which
would allow HSBC to purchase up to 19.9% of the outstanding shares of RNYC at
$72.00 per share in limited circumstances.
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SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REPUBLIC NEW YORK CORPORATION
By: /s/ William F. Rosenblum, Jr.
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William F. Rosenblum, Jr.
Senior Vice President
Date: May 10, 1999
