SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A-2 (FINAL AMENDMENT)
Under the Securities Exchange Act of 1934
Republic New York Corporation
(Name of Issuer)
Common Stock, Par Value $5.00 Per Share
(Title of Class of Securities)
760719104
(CUSIP Number)
Richard E. T. Bennett
General Manager and Group Legal Adviser
HSBC Holdings plc
10 Lower Thames Street
London EC3R 6AE
United Kingdom
44-171-260-0926
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 31, 1999
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
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HSBC Holdings plc ("HSBC") hereby amends as set forth below its Statement
on Schedule 13D filed on May 19, 1999, as amended by Amendment No. 1 thereto on
November 8, 1999, relating to the common stock, par value $5.00 per share (the
"RNYC Common Stock"), of Republic New York Corporation ("RNYC") (such Statement
on Schedule 13D, as amended, the "Schedule 13D"). All capitalized terms used in
this Amendment and not otherwise defined herein have the meanings ascribed to
such terms in the Schedule 13D.
Item 5 of the Schedule 13D is hereby amended in its entirety to read as
follows:
Item 5. Interest in Securities of the Issuer.
The merger (the "Merger") of RNYC Merger Corporation, a wholly-owned
subsidiary of HSBC, with and into RNYC was consummated and became effective on
December 31, 1999. The Option granted by RNYC to HSBC, pursuant to which HSBC
had the right, upon the occurrence of certain events, to purchase from RNYC up
to 20,929,000 shares of RNYC Common Stock (or such other number of shares of
RNYC Common Stock as at the time of exercise equaled 19.9% of the then
outstanding shares of RNYC Common Stock) for $72.00 per share, terminated at the
effective time of the Merger. At the effective time of the Merger, all
outstanding shares of RNYC Common stock (including the Fiduciary Shares) were
cancelled and converted solely into the right to receive $72.00 per share in
cash, without interest thereon (except for shares owned directly or indirectly
by RNYC, HSBC or any of their subsidiaries (other than Fiduciary and DPC Shares
(as defined in the Merger Agreement)) which were cancelled without any
consideration being payable therefor) and RNYC became a subsidiary of HSBC.
Accordingly, this Amendment No. 2 constitutes the Final Amendment to the
Schedule 13D.
Item 7. Materials to be Filed as Exhibits
Item 7 is supplemented as follows:
99.8 Press Release dated December 31, 1999.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
December 31, 1999
HSBC HOLDINGS PLC
/s/ Douglas J. Flint
--------------------
Name: Douglas J. Flint
Title: Group Finance Director
<PAGE>
Exhibit Number Description
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99.8 Press Release dated December 31, 1999.
HSBC completes the acquisition of Republic New York Corporation and SRH
31 December 1999
HSBC Holdings plc ("HSBC") completed the acquisition of Republic New York
Corporation ("RNYC") and Safra Republic Holdings S.A. ("SRH") at 12.00 noon
Eastern Standard Time in New York on 31 December 1999. Following the
acquisition, RNYC merged with HSBC USA Inc., HSBC's New York-based US bank
holding company. The combined entity will be named HSBC USA Inc..
HSBC Bank USA and Republic National Bank of New York are the principal operating
subsidiaries of HSBC USA Inc. and RNYC respectively. After close of business on
31 December 1999, Republic National Bank of New York will convert to a New York
state-chartered bank and will then merge with HSBC Bank USA. The newly merged
bank will be named HSBC Bank USA.
Simultaneously with the completion of the RNYC acquisition, HSBC Holdings plc
accepted for payment 36,254,767 shares of SRH common stock tendered to it by
17.00hrs Central European Time on 29 December 1999. The shares tendered together
with the shares already owned by subsidiaries of RNYC represent approximately
99.38 per cent of SRH's issued and outstanding common stock.
Holders of RNYC common stock will receive US$72.00 cash per share. A letter of
transmittal will be posted to shareholders in early January to enable them to
surrender stock certificates in return for payment by cheque. Holders of SRH
common stock who tendered their shares properly will receive either US$72 cash
per share or loan notes if they have elected to do so.
Payment to common stockholders of RNYC will be made from 7 January 2000 and
common stockholders of SRH who tendered their shares properly will be paid or
have loan notes issued to them on 10 January 2000. RNYC and HSBC USA Inc.
preferred stock and publicly-held debt remain outstanding as preferred stock and
publicly-held debt of HSBC USA Inc..
RNYC's common stock will be de-listed from the New York and London stock
exchanges. It is HSBC Holdings plc's intention to de-list SRH common stock from
the Luxembourg and Swiss stock exchanges.
HSBC has extended the tender period for holders of SRH common stock until 31
January 2000. This allows stockholders who have not tendered, or not properly
tendered, their shares an additional opportunity to do so. Details of this
extended tender period will be published in the Luxemburger Wort, Le Temps and
Neue Zuercher Zeitung on 7 January 2000.
The acquisitions represent a major step forward for HSBC towards achieving three
strategic objectives. The deal:
o doubles HSBC's private banking business to approximately 55,000
international private banking clients with over US$120 billion of
client funds under management.
o extends HSBC's US domestic, personal and commercial banking business.
The combined operations will have the third largest branch network in
New York State with 455 branches serving more than two million
customers.
o enhances HSBC's global markets business in treasury and foreign
exchange and the addition of world leading businesses in banknotes and
bullion.
Sir John Bond, Group Chairman of HSBC Holdings plc, said: "We are delighted to
have completed the acquisitions of RNYC and SRH. The fit with HSBC's businesses
and strategy is extraordinarily good. The task before us now is to integrate our
operations and make them seamless for our customers.
"While we are extremely sad to be moving forward without Edmond Safra, merging
our organisations and maintaining the highest standards of integrity and
customer service will be the best way of honouring his memory."
