<PAGE> 1
SCHEDULE 14A
(Rule 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
REPUBLIC NEW YORK CORPORATION
(Name of Registrant as Specified In Its Charter)
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Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it is determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form of Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
REPUBLIC NEW YORK CORPORATION
PROXY
Special Meeting of Stockholders
September 9, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Republic New York Corporation, a Maryland
corporation (the "Corporation"), hereby appoints, jointly and severally, Peter
Kimmelman, William C. MacMillen, Jr., and James L. Morice as proxies for the
undersigned, each with the full power to appoint his substitute, and hereby
authorizes them to attend, and to vote all shares of Republic New York
Corporation Common Stock that the undersigned is entitled to vote at the
Special Meeting of Stockholders of the Corporation to be held at 452 Fifth
Avenue, City and State of New York, on September 9, 1999, at 11:00 a.m., New
York time, or any adjournment or postponement thereof, in accordance with the
instructions on the reverse side hereof and in their discretion upon such other
business as may properly come before the meeting and otherwise to represent the
undersigned at the meeting with all powers possessed by the undersigned if
personally present at the meeting.
Unless instructions are given on the reverse side, this Proxy will be
voted FOR Item 1 on the reverse side hereof. With respect to matters as to
which discretionary authority is granted above, this Proxy will be voted in
accordance with the discretion of the proxies hereinabove appointed, but no
proxy that has been voted against approval of Item 1 will be voted in favor of
any adjournment or postponement of the Special Meeting for the purpose of
soliciting additional proxies.
PLEASE MARK, DATE AND SIGN THIS PROXY ON THE REVERSE SIDE HEREOF AND
RETURN IN PROMPTLY WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING. YOU MAY
NEVERTHELESS VOTE IN PERSON IF YOU DO ATTEND.
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
<PAGE> 3
SPECIAL MEETING OF STOCKHOLDERS
REPUBLIC NEW YORK CORPORATION
September 9, 1999
----------------------------
TO VOTE BY MAIL
Please date, sign and mail your proxy card in the envelope provided as soon as
possible.
TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)
Please call toll-free 1-800-937-5449 and follow the instructions. Have your
control number and the proxy card available when you call.
TO VOTE BY INTERNET
Please access the web page at "www.voteproxy.com" and follow the on-screen
instructions. Have your control number available when you access the web page.
YOUR CONTROL NUMBER IS
Please Detach and Mail in the Envelope Provided
Please mark your
[X] vote as in this
example.
The Board of Directors recommends a vote "FOR" Item 1.
Item 1 -- Approval of the merger of Republic New York Corporation with a
subsidiary of HSBC Holdings plc on the terms and conditions set forth
in a Transaction Agreement and Plan of Merger, dated as of May 10,
1999, by and among HSBC Holdings plc, a public limited company
organized under the laws of England, Safra Republic Holdings S.A., a
company organized under the laws of Luxembourg, and Republic New York
Corporation, pursuant to which, among other things, each outstanding
share of common stock, par value $5.00 per share, of Republic New York
Corporation will be converted, upon the effectiveness of the merger,
into the right to receive $72 in cash, without interest.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
I PLAN TO ATTEND MEETING [ ]
Receipt is hereby acknowledged of the Republic New York Corporation Notice of
Special Meeting of stockholders and accompanying Proxy Statement and any proxy
heretofore given is hereby revoked.
- ---------------------------------- ---------------------------------
Account Number Common
Signature(s) Date , 1999
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NOTE: Please sign as name appears hereon. Joint owners should each sign.
If signer is a corporation, please sign the full corporate name by
duly authorized officer. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such.
