SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 31, 1999
HSBC USA Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
1-7436 13-2764867
(Commission File Number) (IRS Employer Identification No.)
452 Fifth Avenue
New York, New York 10018
(Address of principal executive offices, including ZIP code)
(212) 525-6100
(Registrant's telephone number, including area code)
Republic New York Corporation
(former name or former address, if changed since last report)
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NOTE
Until January 3, 2000, Registrant was known as Republic New York
Corporation.
Item 1. Change in Control of Registrant.
Effective at 12:00 noon on December 31, 1999, RNYC Merger Corporation, a
Maryland corporation ("Merger Sub"), merged (the "Acquisition Merger") with and
into Republic New York Corporation, a Maryland corporation ("Registrant")
pursuant to a Transaction Agreement and Plan of Merger, dated as of May 10,
1999, as amended as of November 8, 1999 by and among HSBC Holdings plc, an
English public limited company ("HSBC"), Merger Sub, Registrant and Safra
Republic Holdings S.A. (the "Merger Agreement"). Merger Sub was a direct wholly
owned subsidiary of HSBC North America Inc., a Delaware corporation ("HSBC NA"),
and an indirect wholly owned subsidiary of HSBC.
Pursuant to the Merger Agreement, each outstanding share of common stock,
par value $5.00 per share of Registrant ("Registrant Common Stock"), was
cancelled and converted solely into the right to receive $72.00 in cash, without
interest thereon. Also pursuant to the Merger Agreement, each (a) share of
Registrant's Dutch Auction Rate Transferable Securities Preferred Stock, Series
A (the "Republic Series A DART Preferred Stock"), (b) share of Registrant's
Dutch Auction Rate Transferable Securities Preferred Stock, Series B (the
"Republic Series B DART Preferred Stock"), (c) Depositary Share representing a
one-fourth interest in a share of Registrant's Adjustable Rate Cumulative
Preferred Stock, Series D (the "Republic Series D Preferred Stock"), (d) share
of Registrant's $1.8125 Cumulative Preferred Stock (the "Republic $1.8125
Preferred Stock"), and (e) share of Registrant's $2.8575 Cumulative Preferred
Stock (the "Republic $2.8575 Preferred Stock") remained unchanged as an issued
and outstanding share of preferred stock of the same respective series of
Registrant following the effective time of the Acquisition Merger. In addition,
Registrant's 8 3/8% Debentures due 2007 (the "Republic 8 3/8% Debentures")
remained unchanged as issued and outstanding publicly-held debt of the
Registrant. Pursuant to the Merger Agreement, each share of common stock, par
value $0.01 per share, of Merger Sub was converted into one share of Registrant
Common Stock. As a result, 100% of the Registrant Common Stock is owned directly
by HSBC NA and indirectly by HSBC and Registrant became a subsidiary of HSBC NA
and an indirect subsidiary of HSBC.
The Registrant's Proxy Statement filed on Schedule 14A, which was first
mailed to stockholders of Registrant on or about August 9, 1999 (the "Proxy
Statement"), and Registrant's Supplement to Proxy Statement filed as Definitive
Additional Materials on Schedule 14A, which was first mailed to stockholders of
Registrant on or about November 10, 1999 (the "Supplement"), set forth certain
information regarding HSBC; the amount of consideration used by HSBC; the date
and a description of the Acquisition Merger.
HSBC NA obtained funds to pay holders of Registrant Common Stock from
capital contributions and debt financing provided by HSBC and certain of HSBC's
non-U.S. subsidiaries.
A copy of the press release announcing the closing of the Acquisition
Merger and the Holding Company Merger (as defined below) is filed as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 2. Acquisition or Disposition of Assets.
Effective at 12:15 p.m. on December 31, 1999, HSBC USA Inc., a Delaware
corporation, a direct subsidiary of HSBC NA, and an indirect wholly owned
subsidiary of HSBC ("Old HSBC USA"), merged with and into Registrant (the
"Holding Company Merger"). In the Holding Company Merger, each issued and
outstanding share of Registrant Common Stock, Republic Series A DART Preferred
Stock, Republic Series B DART Preferred Stock, Republic Series D Preferred
Stock, Republic $1.8125 Preferred Stock and Republic $2.8575 Preferred Stock
issued and outstanding immediately prior to the Effective Time remained
unchanged as an issued and outstanding share of Registrant Common Stock or
preferred stock of the same respective series of the Registrant, respectively.
In addition, the Republic 8 3/8% Debentures remained unchanged as issued and
outstanding publicly-held debt of the Registrant.
Also pursuant to the Holding Company Merger, all of the shares of common
stock, par value $5.00 per share, of Old HSBC USA were converted into an
aggregate of one share of Registrant Common Stock and each share of Series X
Preferred Stock, without par value, of Old HSBC USA was converted into one share
of Series X Preferred Stock, no par value, of Registrant.
A copy of the press release announcing the closing of the Acquisition
Merger and the Holding Company Merger is filed as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated by reference herein.
The Acquisition Merger will be treated for accounting purposes as a
purchase of Registrant by HSBC NA, the sole common shareholder of Old HSBC USA
prior to the Holding Company Merger. As a result, the historic balance sheet of
Registrant is required to be restated at fair value as of December 31, 1999.
The Holding Company Merger will be treated for accounting purposes as an
"as if" pooling of interests between Old HSBC USA and Registrant, as successor
in the Acquisition Merger. As a result, the Quarterly Report on Form 10-Q filed
by Registrant for the period ended September 30, 1999 was the last report filed
by Registrant reflecting the historic financial position of Republic New York
Corporation. From and after December 31, 1999, the financial statements filed by
Registrant with the Securities and Exchange Commission will present the historic
financial position of Old HSBC USA.
A description of the assets of Republic New York Corporation may be found
in Registrant's Annual Report on Form 10-K for the year ended December 31, 1998,
which is incorporated by reference herein.
Item 5. Other Events.
A. Name Change
On January 3, 2000, Registrant filed an Amendment to its charter to
change its name to "HSBC USA Inc."
B. Registration
In the Holding Company Merger, Registrant assumed the payment obligations
and all other covenants required to be performed or observed by Old HSBC USA in
connection with the Old HSBC USA 7% Subordinated Notes due 2006 (the "7% Notes")
listed on the New York Stock Exchange, Inc. (the "NYSE"). Pursuant to Rule
12g-3, the 7% Notes of Registrant, as successor issuer to Old HSBC USA, will be
deemed registered for purposes of Section 12(b) of the Securities Exchange Act
of 1934, as amended.
C. NYSE Symbols
Commencing on January 4, 2000, the Republic Series D Preferred Stock,
Republic $1.8125 Preferred Stock, Republic $2.8575 Preferred Stock, the Republic
8 3/8% Debentures and the 7% Notes will be listed on the NYSE under the symbols
HBAPRD, HBAPRE, HBAPRF, HBA 07 and HBA 06, respectively.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The consolidated statement
of condition of Republic New York Corporation as of December 31, 1998 and
December 31, 1997, the consolidated statements of income, cash flows and changes
in stockholders' equity of Republic New York Corporation for the fiscal years
ended December 31, 1998, 1997 and 1996, the related notes to the consolidated
financial statements and the related accountant's report are incorporated herein
by reference to the Annual Report on Form 10K of Republic New York Corporation
for the fiscal year ended December 31, 1998 (previously filed on March 9, 1999,
Commission File No. 1-7436). The unaudited consolidated statement of condition
of Republic New York Corporation as of September 30, 1999, the unaudited
consolidated statements of income, cash flows and changes in stockholders'
equity of Republic New York Corporation for the quarters ended September 30,
1999 and 1998, and the related notes to the consolidated financial statements
are incorporated herein by reference to the Quarterly Report on Form 10Q of
Republic New York Corporation for the quarter ended September 30, 1999
(previously filed on November 12, 1999).
(b) PRO FORMA FINANCIAL INFORMATION. Pro forma financial information and
exhibits required by Item 2 hereof will be filed by amendment to this Current
Report on Form 8-K not later than 60 days after the date this Current Report on
Form 8-K was required to be filed.
(c) EXHIBITS.
99.1 Press Release dated December 31, 1999.
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SIGNATURES
Pursuant to the requirements 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.
Date: January 7, 2000
HSBC USA Inc.
(Registrant)
By: /s/ Gerald A. Ronning
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Name: Gerald A. Ronning
Title: Executive Vice
President & Controller
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated December 31, 1999.
Exhibit 99.1
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."
