-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, gdJCf/1+DoLw8lTaGqpCRWHDVghmlNJCzlgJavxaLKK17zQrPcbh/iVEvikEHCLO KdUzDHSQ4LGSqjIOmkkucw== 0000083246-95-000020.txt : 19950623 0000083246-95-000020.hdr.sgml : 19950623 ACCESSION NUMBER: 0000083246-95-000020 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950622 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: REPUBLIC NEW YORK CORP CENTRAL INDEX KEY: 0000083246 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 132764867 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-07436 FILM NUMBER: 95548654 BUSINESS ADDRESS: STREET 1: 452 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2125256100 8-A12B 1 FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 REPUBLIC NEW YORK CORPORATION (Exact name of registrant as specified in its charter) Maryland 13-2764867 (State of incorporation (I.R.S. Employer or organization) (Identification No.) 452 Fifth Avenue, New York, New York 10018 (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Name of Each Exchange on Title of Each Class Which Each Class to be Registered Is To Be Registered - ---------------------------------- -------------------------- $1.8125 Cumulative Preferred Stock New York Stock Exchange ($25 stated value per share) Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Item 1. Description of Registrant's Securities to be Registered A description of the Registrant's 3,000,000 shares of $1.8125 Cumulative Preferred Stock ($25 stated value) (the "Preferred Stock") to be registered hereby, was filed with the Securities and Exchange Commission in the Registrant's Prospectus Supplement dated June 20, 1995 to the Prospectus dated May 7, 1993 as part of the Registrant's Registration Statement on Form S-3, as amended (Registration No. 33-49507)(the "Registration Statement"), and such description is hereby incorporated herein by reference. Item 2. Exhibits 4.1 Resolutions of the Finance Committee of the Board of Directors, adopted June 20, 1995, establishing the Preferred Stock registered hereby. 4.2 Form of Articles Supplementary relating to the Registrant's $1.8125 Cumulative Preferred Stock ($25 Stated Value), to be filed by amendment to this Form 8-A after filing with the Securities and Exchange Commission under cover of Form 8-K on June 26, 1995. 4.3 The Registrant's Registration Statement on Form S-3, as amended (Registration No. 33-49507), as previously filed with the Securities and Exchange Commission and incorporated herein by reference. 4.4 The Registrant's Prospectus Supplement dated June 20, 1995, as previously filed with the Securities and Exchange Commission on June 22, 1995 and incorporated herein by reference. SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: June 22, 1995 REPUBLIC NEW YORK CORPORATION BY: William F. Rosenblum, Jr. ----------------------------- William F. Rosenblum, Jr. Senior Vice President, Deputy General Counsel and Corporate Secretary Exhibit Index Exhibit No. Description 4.1 Resolutions of the Finance Committee of the Board of Directors, adopted June 20, 1995, establishing the Preferred Stock registered hereby. EX-4.1 2 EX-4.1 FINANCE COMMITTEE RESOLUTIONS Exhibit 4.1 REPUBLIC NEW YORK CORPORATION _______________________ UNANIMOUS WRITTEN CONSENT OF THE MEMBERS OF THE FINANCE COMMITTEE OF THE BOARD OF DIRECTORS THE UNDERSIGNED, being all the duly appointed members of the Finance Committee of the Board of Directors of Republic New York Corporation, a Maryland corporation (the "Corporation"), hereby waive the calling or holding of a meeting of the Finance Committee of the Board of Directors of the Corporation, consent to the adoption of the following resolutions as having been duly adopted by unanimous vote of said Committee and direct the recording of this Consent among the minutes of proceedings of the Board of Directors: RESOLVED, that, in accordance with and supplemental to the resolutions of the Board of Directors of this Corporation duly adopted April 21, 1993, which authorize the issuance of up to $1,000,000,000 of the Corporation's securities (as defined in such resolutions), including, but not limited to, preferred stock on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, as amended, (the "Shelf Resolutions"), such securities having been registered with the Securities and Exchange Commission effective May 7, 1993, the Finance Committee of the Board of Directors (the "Committee") does hereby determine the following: 1. That the number of shares of the Corporation's preferred stock, without par value, heretofore authorized for issuance by the Board of Directors, to be sold to underwriters, represented by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated for resale to the public, shall be 3,000,000 shares designated as the Corporation's $1.8125 Cumulative Preferred Stock (the "Preferred Stock"); 2. That the price at which the Preferred Stock shall be sold to the public shall be $25 per share; 3. That the underwriting discount and commission shall be 3.15% of the price of the Preferred Stock to the public (being $.7875 per share of the price of the Preferred Stock to the public); 4. That the annual dividend rate on the Preferred Stock shall be 7.25% per annum of the price to the public (being $1.8125 per share per annum); 5. That the amount of the initial dividend on the Preferred Stock, in accordance with the actions of the Board of Directors of the Corporation pursuant to the Shelf Resolutions, shall be payable at the rate per annum of 7.25%, for the period from the date of issuance to September 30, 1995, on October 1, 1995 to holders of record of the Preferred Stock on September 15, 1995; 6. That the stated value of the Preferred Stock shall be $25 per share; 7. That the Preferred Stock shall be redeemable, at the option of the Corporation, at par on and after July 1, 2000. 8. That the date of issuance and delivery of the Preferred Stock shall be June 26, 1995, or such earlier or later date as may be provided for in the Underwriting Agreement (hereinafter approved) as the officer executing the same, with the advice of counsel, shall approve; 9. That the other terms and provisions of the Preferred Stock, including optional redemption provisions, restrictive covenants, voting rights provisions, dividend limitations and other rights, preferences, privileges and qualifications as set forth in the Articles Supplementary to be dated June 26, 1995 of the Corporation (copies of a draft of which have been furnished to and reviewed by all of the members of this Committee), be, and they hereby are, authorized and approved; 10. That the proper officers of this Corporation heretofore authorized by the Board of Directors of this Corporation to execute the Articles Supplementary be, and they hereby are, authorized and directed to execute said Articles Supplementary containing the terms and conditions hereinabove authorized and approved and with such changes therein as such officers, with the advice of counsel, deem necessary or desirable, that such execution by such officers of said Articles Supplementary shall be deemed to be conclusive evidence of the approval by this Committee of the Articles Supplementary as so executed, and that such officers be, and they hereby are, authorized and directed to file, or cause to be filed, said Articles Supplementary with the State Department of Assessments and Taxation of the State of Maryland; 11. That the specimen stock certificate for the Preferred Stock (copies of the proof of which have been furnished to and reviewed by all members of this Committee) shall be the form of stock certificate representing shares of the Preferred Stock; and 12. That the proper officers of the Corporation be, and they hereby are, authorized and directed to prepare and file, pursuant to Rule 424(b) of the Securities and Exchange Commission (the "SEC"), a preliminary Prospectus Supplement and a definitive Prospectus Supplement to the Prospectus contained in the Registration Statement (No. 33-49507) filed with the SEC on April 14, 1993 and declared effective May 7, 1993, containing the terms and conditions of the Preferred Stock authorized hereinabove and such other information as they, with the advice of counsel, deem necessary and advisable; and it is further RESOLVED, that consistent with the terms of the offering of the Preferred Stock as determined by this Committee in accordance with the Shelf Resolutions, the Underwriting Agreement, in the form and containing the terms and provisions as presented and described to the Committee, between the Corporation and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated as the representatives of the underwriters for the offering and sale by the Corporation of the Preferred Stock (which underwriting agreement may provide that the Corporation shall indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933) and containing such other and further terms, covenants, conditions and changes in and additions thereto as may be deemed to be necessary or advisable by the proper officers of the Corporation, be, and the same hereby is, authorized and approved, and that the Chairman, any Vice Chairman, the President, any Executive Vice President or any Senior Vice President of the Corporation, be, and each of them hereby is, authorized to execute and deliver, in the name and on behalf of the Corporation, the Underwriting Agreement in substantially the form approved hereby, with such changes therein or additions thereto as the officer executing the same shall approve, such approval to be conclusively evidenced by such officer's execution and delivery of the same. Dated: June 20, 1995 /s/ Jeffrey C. Keil /s/ Dov C. Schlein - ------------------------- ----------------------- Jeffrey C. Keil Dov C. Schlein /s/ E. Daniel Morris /s/ Walter H. Weiner - -------------------------- ------------------------- E. Daniel Morris Walter H. Weiner -----END PRIVACY-ENHANCED MESSAGE-----