-----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, iS33HlqJGlpOpM11YCgH5to+Twl38yx6OyYd85pJKlaxbtNv0ZYTIBKqdMJGTk2P gTIOAqQ24CSSL0skzgPHxw== 0000083246-95-000023.txt : 199506300000083246-95-000023.hdr.sgml : 19950630 ACCESSION NUMBER: 0000083246-95-000023 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950629 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07436 FILM NUMBER: 95550832 BUSINESS ADDRESS: STREET 1: 452 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2125256100 11-K 1 ANNUAL REPORT FOR FISCAL YEAR ENDED 12/31/94 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM - 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year end December 31, 1994 A. Full title of the plan and address if different from the that of the issuer named below: PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Republic New York Corporation 452 Fifth Avenue New York, New York 10018 REQUIRED INFORMATION The Profit Sharing and Savings Plan of Republic National Bank of New York (the "Plan") is subject to ERISA and therefore is filing the financial statements and schedules prepared in accordance with the financial reporting requirements of ERISA, as of December 31, 1994 and 1993, as an exhibit to this report. Such Plan financial statements and schedules include an Independent Auditor's Report thereon. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Employee Benefits and Compensation Committee of the Board of Directors of Republic National Bank of New York (as administrator of the Plan) has caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK By: William F. Rosenblum, Jr. --------------------------------- William F. Rosenblum, Jr. Secretary, Employee Benefits and Compensation Committee Dated: June 29, 1995 EXHIBIT INDEX Exhibit No. Description of Exhibit 23 Consent of KPMG Peat Marwick LLP 99 Profit Sharing and Savings Plan of Republic National Bank of New York Financial Statements and Schedules December 31, 1994 and 1993 (with Independent Auditor's Report thereon) EX-23 2 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS Employee Benefits and Compensation Committee REPUBLIC NATIONAL BANK OF NEW YORK We consent to the incorporation by reference, in the Registration Statement on Form S-8 (No. 33-44048) of Republic New York Corporation, of our report dated May 26, 1995, relating to the statements of net assets available for plan benefits of the Profit Sharing and Savings Plan of Republic National Bank of New York as of December 31, 1994 and 1993, and the related statements of changes in net assets available for plan benefits for the years then ended, and all related schedules, which report appears in the December 31, 1994 Annual Report on Form 11-K of the Profit Sharing and Savings Plan of Republic National Bank of New York. KPMG PEAT MARWICK LLP New York, New York June 29, 1995 EX-99 3 PROFIT SHARING AND SAVINGS PLAN FINANCIALS PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Financial Statements and Schedules December 31, 1994 and 1993 (With Independent Auditors' Report Thereon) PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Table of Contents December 31, 1994 and 1993 Independent Auditors' Report Statements of Net Assets Available for Plan Benefits Statements of Changes in Net Assets Available for Plan Benefits Notes to Financial Statements Schedule -------- Item 27a - Schedule of Assets Held for Investment Purposes 1 Item 27d - Schedule of Reportable Transactions 2 Independent Auditors' Report The Employee Benefits and Compensation Committee of Republic National Bank of New York: We have audited the accompanying statements of net assets available for plan benefits of the Profit Sharing and Savings Plan of Republic National Bank of New York (the "Plan") as of December 31, 1994 and 1993, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Profit Sharing and Savings Plan of Republic National Bank of New York at December 31, 1994 and 1993, and the changes in net assets available for plan benefits for the years then ended in conformity with generally accepted accounting principles. Our 1994 audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information included in Schedules 1 and 2 is presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 and is not a required part of the basic financial statements. Such supplementary information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements as of and for the year ended December 31, 1994 taken as a whole. KPMG PEAT MARWICK LLP May 26, 1995 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK
Statements of Net Assets Available for Plan Benefits Years ended December 31, 1994 and 1993 1994 -------------------------------------------------------------------------------- Managed RNYC Aggressive Common Fixed Total Common Growth Stock Income Savings Return Stock Fund Fund Fund Fund Fund Fund Total ---- ---- ---- ---- ---- ---- ----- Assets: Investments at fair value: Dreyfus Cash Management $ 181,474 169,982 203,996 235,097 103,272 163,803 1,057,624 Republic Trust Fund Liquid Assets Trust - prime obligations - - - - - - - Pooled Employee Benefit Trust of Republic National Bank of New York 5,929,414 12,712,978 6,663,078 30,014,205 11,421,225 - 66,740,900 RNYC common stock - - - - - 10,268,899 10,286,899 --------- ---------- --------- ---------- ---------- ---------- ---------- Total investments 6,110,888 12,882,960 6,867,074 30,249,302 11,524,497 10,432,702 78,067,423 Contributions receivable 151,690 239,527 94,914 486,488 203,960 197,529 1,374,108 Accrued income receivable 755 760 901 1,130 435 75,660 79,641 --------- ---------- --------- ---------- ---------- ---------- ---------- Net assets available for plan benefits $ 6,263,333 13,123,247 6,962,889 30,736,920 11,728,892 10,705,891 79,521,172 ========= ========== ========= ========== ========== ========== ========== See accompanying notes to financial statements. 1993 --------------------------------------------------------------------------------- Managed RNYC Aggressive Common Fixed Total Common Growth Stock Income Savings Return Stock Fund Fund Fund Fund Fund Fund Total ---- ---- ---- ---- ---- ---- ----- Assets: Investments at fair value: Dreyfus Cash Management - - - - - - - Republic Trust Fund Liquid Assets Trust - prime obligations 210,867 220,599 164,090 228,978 275,502 193,122 1,293,158 Pooled Employee Benefit Trust of Republic National Bank of New York 4,549,522 11,355,362 7,256,665 25,065,144 9,664,792 - 57,891,485 RNYC common stock - - - - - 8,887,642 8,887,642 --------- ---------- --------- ---------- --------- --------- ---------- Total investments 4,760,389 11,575,961 7,420,755 25,294,122 9,940,294 9,080,764 68,072,285 Contributions receivable 84,772 198,155 99,522 379,489 182,103 179,035 1,123,076 Accrued income receivable 565 589 433 656 734 520 3,497 --------- ---------- --------- ---------- ---------- -------- ---------- Net assets available for plan benefits 4,845,726 11,774,705 7,520,710 25,674,267 10,123,131 9,260,319 69,198,858 ========= ========== ========= ========== ========== ========= ========== See accompanying notes to financial statements.
PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK
Statements of Changes in Net Assets Available for Plan Benefits Years ended December 31, 1994 and 1993 1994 ---------------------------------------------------------------------------------- Managed RNYC Aggressive Common Fixed Total Common Growth Stock Income Savings Return Stock Fund Fund Fund Fund Fund Fund Total ---- ---- ---- ---- ---- ---- ----- Investment income: Net appreciation (depreciation) in fair value of investments $ 29,998 133,937 (178,702) 1,173,956 93,775 (506,199) 746,765 Interest 7,633 12,226 9,602 13,894 12,214 9,701 65,270 Dividends - - - - - 350,255 350,255 --------- ---------- --------- --------- --------- --------- ---------- Total investment income 37,631 146,163 (169,100) 1,187,850 105,989 (146,243) 1,162,290 --------- ---------- --------- --------- --------- --------- ---------- Contributions: Employee 847,174 1,236,081 706,476 2,457,406 1,567,599 1,015,915 7,830,651 Employer 459,397 1,029,221 561,009 2,902,397 767,175 1,070,419 6,789,618 --------- ---------- --------- --------- --------- --------- ----------- 1,306,571 2,265,302 1,267,485 5,359,803 2,334,774 2,086,334 14,620,269 --------- ---------- --------- --------- --------- --------- ----------- Total additions 1,344,202 2,411,465 1,098,385 6,547,653 2,440,763 1,940,091 15,782,559 Distributions to participants (371,769) (897,575) (707,665) (2,339,319) (686,291) (457,626) (5,460,245) --------- ---------- --------- ---------- ---------- --------- ---------- Net increase before interfund transfers 972,433 1,513,890 390,720 4,208,334 1,754,472 1,482,465 10,322,314 Interfund transfers 445,174 (165,348) (948,541) 854,319 (148,711) (36,893) - Net increase (decrease) 1,417,607 1,348,542 (557,821) 5,062,653 1,605,761 1,445,572 10,322,314 --------- ---------- --------- ---------- ---------- --------- ---------- Net assets available for plan benefits: Beginning of year 4,845,726 11,774,705 7,520,710 25,674,267 10,123,131 9,260,319 69,198,858 --------- ---------- --------- ---------- ---------- ---------- ---------- End of year $ 6,263,333 13,123,247 6,962,889 30,736,920 11,728,892 10,705,891 79,521,172 ========= ========== ========= ========== ========== ========== ========== See accompanying notes to financial statements. 1993 --------------------------------------------------------------------------------- Managed RNYC Aggressive Common Fixed Total Common Growth Stock Income Savings Return Stock Fund Fund Fund Fund Fund Fund Total ---- ---- ---- ---- ---- ---- ----- Investment income: Net appreciation (depreciation) in fair value of investments 515,510 1,258,108 756,479 1,085,950 893,949 (109,857) 4,400,139 Interest 4,565 8,176 5,889 5,499 6,523 7,738 38,390 Dividends - - - - - 133,018 133,018 --------- ---------- --------- ---------- ---------- --------- ---------- Total investment income 520,075 1,266,284 762,368 1,091,449 900,472 30,899 4,571,547 --------- ---------- --------- ---------- ---------- --------- ---------- Contributions: Employee 470,383 1,041,110 476,602 1,844,484 736,972 1,025,442 5,594,993 Employer 500,547 1,136,022 570,661 2,896,327 690,281 1,077,340 6,871,178 --------- ---------- --------- ---------- ---------- --------- ---------- 970,930 2,177,132 1,047,263 4,740,811 1,427,253 2,102,782 12,466,171 --------- ---------- --------- ----------- --------- --------- ---------- Total additions 1,491,005 3,443,416 1,809,631 5,832,260 2,327,725 2,133,681 17,037,718 Distributions to participants (300,945) (842,301) (312,483) (2,648,529) (320,305) (468,148) (4,892,711) --------- ---------- --------- ---------- --------- --------- ---------- Net increase before interfund transfers 1,190,060 2,601,115 1,497,148 3,183,731 2,007,420 1,665,533 12,145,007 Interfund transfers 164,508 (243,073) 921,094 (2,360,707) 1,067,640 450,538 - --------- --------- --------- ---------- --------- --------- ---------- Net increase (decrease) 1,354,568 2,358,042 2,418,242 823,024 3,075,060 2,116,071 12,145,007 Net assets available for plan benefits: Beginning of year 3,491,158 9,416,663 5,102,468 24,851,243 7,048,071 7,144,248 57,053,851 --------- ---------- --------- ---------- ---------- --------- ---------- End of year 4,845,726 11,774,705 7,520,710 25,674,267 10,123,131 9,260,319 69,198,858 ========= ========== ========= ========== ========== ========= ========== See accompanying notes to financial statements.
PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Notes to Financial Statements December 31, 1994 and 1993 (1) Description of Plan The following description of the Profit Sharing and Savings Plan of Republic National Bank of New York, as amended and restated as of January 1, 1989 (the "Plan"), is presented for general information purposes only. Participants should refer to the Plan Document for more complete information. (a) General The Plan is a defined contribution plan sponsored by Republic National Bank of New York (the "Bank"), a wholly owned subsidiary of Republic New York Corporation (the "Corporation"). The Plan covers substantially all domestic employees of the Bank, the Corporation and their subsidiaries. The Plan, in general, has a profit sharing component (Employer Allocations) and elective deferral contribution components (Savings Plus Contributions and Flex Fund Elective Deferrals and After-Tax Savings). In general, all regular salaried employees are eligible to participate in the Plan. Employees become participants on January 1, coinciding with or following the date of hire; however, a participant may not have profit sharing contributions or Flex Fund Elective Deferral contributions made on his behalf under the Plan prior to the first anniversary of such participant's date of hire. The purpose of the Plan is to recognize employees' contributions to the successful operation of the Bank and to provide employees with a savings method, through payroll deductions, on a pre- and after-tax basis. (b) Benefits The Bank generally issues a profit sharing award on behalf of the participating employees and contributes a portion of such profit sharing award to the Plan. Approximately 50% of this award is referred to as the Employer Allocation. The balance of such award, to the extent contributed to the Plan, represents Flex Fund Elective Deferrals. The amount of the profit sharing award is usually based primarily on the Bank's earnings for the year. In some years, there may be no profit sharing award. Plan forfeitures for the year reduce profit sharing awards otherwise payable by the Bank.An eligible employee's profit sharing award each year is calculated, if a profit sharing award is declared by the Bank for such year, by allocation of the Bank's total profit sharing award times the relationship of the participant's base salary to the base salaries for all eligible participants. Base salary is exclusive of overtime payments, expense allowances, pension and insurance benefits, bonuses and other special payments. (Continued) 2 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Notes to Financial Statements (1), Continued (b), continued Employees may elect (i) to receive either all or a portion of 50% of their profit sharing award in cash and/or spend it on benefits under the Flex Fund, a Code Section 125 cafeteria plan sponsored by the Bank, with the remainder placed in the Plan, for which the Bank serves as Trustee, or (ii) to have 100% of their allocation placed in the Plan. The portion of the profit sharing award that is paid into the Plan is comprised of Employer Allocations and Flex Fund Elective Deferrals. Participants' profit sharing contributions to the Plan representing Flex Fund Elective Deferrals, and the earnings thereon, are always 100% vested and nonforfeitable. The balance (i.e., 50%) of the profit sharing award with respect to which the participant makes no election and which is automatically contributed to the Plan on the participant's behalf (i.e., the Employer Allocation), becomes fully vested and nonforfeitable when the participant completes three years of service. (c) Contributions The Bank may contribute to the Plan each year such amount, if any, as shall be determined by the Board of Directors of the Bank in its discretion, but not exceeding the maximum amount which would be deductible by the Bank for such year for income tax purposes. Employer contributions, which are primarily based on the Bank's earnings for the year, are contributed and included in the Plan when the financial statements of the Bank are approved by its Board of Directors.Total contributions to the Plan on behalf of any participant for any Plan year shall not exceed the lesser of (a)$30,000, or (b) 25% of the participant's total earnings for such Plan year. Savings Plus Contributions, Flex Fund Elective Deferrals and After-Tax Savings contributions on behalf of certain highly compensated employees may be limited as a result of certain nondiscrimination rules under the Internal Revenue Code of 1986, as amended (the "Code").Savings Plus Contributions are permitted from 1% to 10% of the employee's base salary (as of the previous September 1st) in multiples of 1%. After-Tax Savings contributions are also permitted from 1% to 10% of the employee's base salary (as of the previous September 1st) in multiples of 1%. Employees may not contribute more than 15% of the member's annual compensation between the Savings Plus and After-Tax Savings contributions. By law, the total Savings Plus Contributions plus Flex Fund Elective Deferrals for 1994 is limited to $9,240 per employee. Savings Plus Contributions, Flex Fund Elective Deferrals and associated earnings are not subject to current Federal income taxes and may not be subject to state and local income taxes. All such contributions are made on a pre-tax basis, thereby reducing taxable income. Income taxes on such amounts are deferred until the participant receives distributions from the Plan. Earnings on any After-Tax Savings contributions are also tax deferred. (Continued) 3 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Notes to Financial Statements (1), Continued (c), continued The participants' Savings Plus Contributions (made via payroll deductions), and the interest earned thereon, are invested by the Bank in short-term money market investments from the payroll deductions date to the date such contributions are invested in the Plan's investment funds. Such interest earned is treated as an additional contribution to the investment funds. A participant may, with the consent of the Plan Administrator, deposit a payout from a former employer's profit sharing plan into the Plan. A participant is not required to complete one year of service to make such rollover contributions. (d) Distributions Participants or their beneficiaries are entitled to receive benefit payments representing their vested interest in the Plan as follows: (1) participants may, in the case of certain hardships set forth in the Plan, apply for a distribution of all, or a portion of, their Savings Plus Contributions, Flex Fund Elective Deferrals and the vested portion of the participant's Employer Allocation Account and After-Tax Savings Contributions; (2) participants may withdraw all or a portion of their vested interest under the Plan upon their attainment of age 59-1/2; (3) withdrawals of After-Tax Savings Contributions are permitted once per quarter and will be paid as soon as practicable following the end of the quarter in which the request was made; (4) in general, upon termination of employment, participants or their beneficiaries shall receive payment of their vested interest in the Plan as a lump-sum distribution (payable as soon as practicable following the valuation date immediately following the participant's termination of employment, but in no event later than 60 days after the close of the plan year in which the participant's termination of employment occurred), in two installments, or in five equal annual installments; and (5) participants with a vested interest in the RNYC Common Stock Fund may elect, upon termination, to receive all or a portion of their distribution as cash and/or shares. A participant may not have any portion of his Savings Plus account balance or his Flex Fund Elective Deferral account balance distributed earlier than the participant's (a) retirement, (b) death, (c) disability, (d) termination of employment, (e) attainment of age 59-1/2, or (f) hardship. A distribution on account of hardship shall not exceed the amount required to meet the immediate financial need created by the hardship. (Continued) 4 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Notes to Financial Statements (1), Continued (e) Investment Elections Under the terms of the Plan, participants may designate, in multiples of 10%, the proportions in which their allocations and contributions placed in the Plan are to be invested in any of the six current investment funds under the Plan (collectively known as the "funds") which are: Aggressive Growth Fund, Common Stock Fund, Fixed Income Fund, Savings Fund, Managed Total Return Fund, and RNYC Common Stock Fund. Participants failing to make an election decision will have their allocations invested in the Savings Fund. A participant may elect to change his investment designation up to four times a year based on the schedule specified in the Plan. The Bank, as Trustee for the funds, has discretionary authority concerning purchases and sales of investments in each of its six investment funds, within the guidelines described in the Plan Document as follows: Aggressive Growth Fund - to be invested in shares of investment companies registered within the meaning of Section 5(a)(i) of the Investment Company Act of 1940, which may invest in common stocks and similar equity securities of less seasoned companies which represent the potential of maximum long-term capital growth. The Aggressive Growth Fund may also invest in other short-term investments. Common Stock Fund - to be invested in common stocks and securities convertible into common stocks. The Common Stock Fund may also invest in other short-term investments. Fixed Income Fund - to be invested in bonds, debentures, mortgages, preferred stocks or other evidences of indebtedness. The Fixed Income Fund may also invest in other short-term investments. Savings Fund - to be invested in savings or time accounts, certificates of deposit, obligations of the United States or those for which the full faith and credit of the United States are pledged to provide for the payment of the interest and principal, and obligations of any agency or instrumentality of the United States. The Savings Fund may also invest in other short-term investments. Managed Total Return Fund - to be invested in one fund that is a combination of the Aggressive Growth, Common Stock and Fixed Income funds currently offered. In normal times it will contain approximately a 50-50 mix of growth oriented funds as well as fixed income and money market funds. The amount invested in growth and/or bond funds may be reduced when it is believed that either or both have unfavorable risk/reward parameters; in this case the investment in money market funds would be used. (Continued) 5 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Notes to Financial Statements (1), Continued (e), continued RNYC Common Stock Fund - to be invested in Republic New York Corporation common stock. Investments in this fund must be in multiples of 10% and may not exceed 50% of the participant's total Plan balance. Presently, the Plan assets are invested in the Pooled Employee Benefit Trust of Republic National Bank of New York, except the Plan assets of the RNYC Common Stock Fund which are invested in RNYC common stock. Each investment fund utilizes the Dreyfus Cash Management account, a money market sweep account, to invest excess cash. As of March 31, 1995 the Common Stock Investment Fund, Fixed Income Investment Fund, Aggressive Investment Fund and Managed Total Return Investment Fund options were discontinued. These funds were replaced by the following six new investment options: U.S. Fixed Income/Short to Intermediate Term - to be invested primarily in U.S. Treasury securities with an average weighted maturity expected to be greater than one year but less than three years. Fixed Income/Long Term Fund - to be invested primarily in U.S. Government securities, corporate bonds, mortgage-backed securities and / or other fixed income securities with an average weighted maturity expected to be greater than five years. U.S. Equity/Large Cap Growth - to be invested primarily in common stocks of large U.S. corporations considered to have high earnings growth potential that are expected to provide long-term capital appreciation. U.S. Equity/Large Cap Value - to be invested primarily in common stocks of large U.S. corporations considered to be undervalued that are expected to provide long-term capital appreciation. International Equity Fund - to be invested primarily in equity securities of non - U.S. issuers and equity securities whose principal markets are located outside of the U.S. that are expected to provide long-term capital appreciation. U.S. Equity/Small Cap. - to be invested primarily in smaller companies that are expected to grow rapidly and are expected to provide long-term capital appreciation. (Continued) 6 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Notes to Financial Statements (1), Continued (e), continued Two of the current investment options, the Savings Fund and RNYC Common Stock, will remain available as options after April 1, 1995 although the Savings Fund has been renamed the Fixed Income / Short - - Term Investment Option. Each participant in the Plan is required to complete investment election forms to allocate their existing balances as of March 31, 1995 among the eight investment plan options. (2) Summary of Significant Accounting Policies (a) Investments, Valuations and Income Recognition Dreyfus Cash Management accounts are investments in money market funds for purposes of liquidity and are stated at cost which approximates fair value. Trust Fund Liquid Assets Trust - prime obligations are investments in money market funds for purposes of liquidity and are stated at cost which approximates fair value. These investments were used during 1993. The investments in the Pooled Employee Benefit Trust of Republic National Bank of New York ("PEBT") are stated at fair value based upon the unit valuations as reported in the PEBT financial statements as of December 31, 1994 and 1993. Such unit valuations are based predominantly on market quotations for the underlying investments obtained from national securities exchanges. Republic New York Corporation's common stock is stated at fair value based upon the closing market price quoted on a national securities exchange. Interest income in Dreyfus Cash Management is recorded on an accrual basis. Net investment income from the PEBT funds includes current earnings from the PEBT's underlying investments, net gains and losses from the sale of investments by the PEBT's, and the net change in the unrealized appreciation or depreciation in the PEBT's underlying investments and is recorded as net appreciation (depreciation) in fair value of investments in the Plan's financial statements. Dividend income in the RNYC Common Stock Fund is recorded on an accrual basis at the date of record of the dividends. Gains or losses on sales of investments are accounted for on an average cost basis. These are recorded based upon trade date. (b) Contributions, Distributions and Interfund Transfers. All contributions, distributions and interfund transfers are affected at the Plan's quarterly valuation dates. The Bank's and employees' contributions are made in accordance with note 1(c). (Continued) 7 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Notes to Financial Statements (2), Continued (b), continued The contributions receivable represent employee payroll deductions for the fourth quarter of 1994, which were contributed to the Plan in January 1995. A participant's distributions are paid out by the Bank when the participant is entitled to them as discussed in note 1(d). The decrease in the investment funds is recognized at the subsequent Plan quarterly valuation date, at which time the Bank is reimbursed by the Plan. Participant withdrawals requested but not yet paid out of the Plan's assets amounted to $1,903,347 and $1,009,677 at December 31, 1994 and 1993, respectively. Interfund transfers are elected by the participants as discussed in note 1(e) and the change in the investment funds is recognized at the subsequent Plan quarterly valuation date. (c) Related Party Transactions. The Bank is trustee for the PEBT's in which certain of the Plan assets are invested. The Bank does not receive any fees for its role as trustee. Administrative expenses are borne by the Plan, unless the Bank, at its option, chooses to pay for such expenses. During 1994 and 1993, the Bank has chosen to pay all administrative expenses of the Plan. (3) Plan Valuations Plan valuations are performed quarterly. The Plan maintains records for each participant in dollar amounts, except in the case of the RNYC Common Stock Fund which is maintained in shares of common stock. Dividends received on the RNYC Common Stock Fund are credited to each participant based upon the number of shares owned in the fund. For all other funds, at the quarterly valuations, each individual is credited with his pro rata share of income in an investment fund based on his opening balance compared to the total of all individuals' opening balances in that fund. (Continued) 8 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Notes to Financial Statements (4) Investments The following table presents the fair values of investments that represent 5 percent or more of the Plan's net assets:
Fair Value of Investments December 31, 1994 -------------------------------------- No. of Fair units/shares Cost value ------------ ---- ----- Investments at Fair Value as Determined by Quoted Market Price: Aggressive Growth Fund: Pooled Employee Benefit Trust of Republic National Bank of New York - Aggressive Investment Fund 18,386 $ 4,281,671 $ 5,929,414 Common Stock Fund: Pooled Employee Benefit Trust of Republic National Bank of New York - Common Stock Investment Fund 17,878 7,388,529 12,712,978 Fixed Income Fund: Pooled Employee Benefit Trust of Republic National Bank of New York - Fixed Income Investment Fund 19,205 4,224,687 6,663,078 Savings Fund: Pooled Employee Benefit Trust of Republic National Bank of New York - Short Term Money Fund 86,474 20,609,306 30,014,205 Managed Total Return Fund: Pooled Employee Benefit Trust of Republic National Bank of New York - Managed Total Return Investment Fund 66,830 8,756,189 11,421,225 RNYC Common Stock Fund: Republic New York Corporation - Common Stock 226,937 10,121,517 10,268,899 ---------- Total $ 77,009,799 ==========
(Continued) 9 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Notes to Financial Statements (4), Continued The net change in fair value of the Plan's investments (including investments bought, sold, and held during the year) is separately disclosed in the statement of changes in net assets available for plan benefits. The Plan calculates realized gains and losses and unrealized appreciation (depreciation) as the difference between market value and cost. The Internal Revenue Service ("IRS") Form 5500 calculates realized gains and losses and unrealized appreciation (depreciation) as the difference between current market value and market value at the prior period year end. (5) Plan Termination While it has not expressed any intention to do so, the Bank may terminate the Plan at any time. In the event of the termination of the Plan, or if there is a complete discontinuance of contributions, the account of each participant shall become nonforfeitable and distributable in accordance with the provisions of the Plan. No termination of the Plan shall permit any part of the funds to be used for or diverted to purposes other than for the exclusive benefit of participants, former participants or beneficiaries. (6) Federal Income Taxes The Plan is approved as qualified under section 401(a) of the Internal Revenue Code of 1986, as amended, and is exempt from Federal income taxes under Section 501(a) of such Code, pursuant to a determination letter dated April 3, 1986 from the Internal Revenue Service. However, all qualified retirement plans must be amended by December 31, 1994 to comply with the changes in plan qualification requirements enacted by the Tax Reform Act of 1986 and all other tax law changes enacted through the Omnibus Budget Reconciliation of 1993. The Company has amended the Plan to conform with such requirements and the Plan has been submitted to the IRS for a new determination letter. The administrators of the Plan, in conjunction with their tax counsel, believe that after the Plan amendments, the Plan still operates in accordance with the Internal Revenue Code. (Continued) 10 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Notes to Financial Statements (7) The Manhattan Savings Bank Employee Thrift Incentive Plan Termination Effective January 1, 1991, the Board of Trustees of The Manhattan Savings Bank, a wholly owned subsidiary of the Corporation, agreed to terminate The Manhattan Savings Bank Employee Thrift Incentive Plan. Such termination was subject to the approval of certain regulatory filings by the Internal Revenue Service. Effective January 1, 1991, all participants of The Manhattan Savings Bank Employee Thrift Incentive Plan became fully vested in their respective participant accounts including employer's contributions and all regular salaried employees of The Manhattan Savings Bank were eligible to participate in the Plan. Upon receipt of the regulatory approval of the Application of Determination Upon Termination, The Manhattan Savings Bank employees were given the option to liquidate funds in their participant account in total or liquidate the after-tax portion and roll over the deferred-tax portion into the Profit Sharing and Savings Plan of Republic National Bank of New York. Such regulatory approvals were received in 1993 and approximately $389,000 of the assets of The Manhattan Savings Bank Employee Thrift Incentive Plan were transferred to the Plan and recorded as employee contributions. Schedule 1 ---------- PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1994
No. of Fair units/shares Cost value ------------ ---- ----- Aggressive Growth Fund: Dreyfus Cash Management 181,474 $ 181,474 181,474 Pooled Employee Benefit Trust of Republic National Bank of New York - Aggressive Investment Fund 18,386 4,281,671 5,929,414 ----------- --------- Total Aggressive Growth Fund $ 4,463,145 6,110,888 =========== ========= Common Stock Fund: Dreyfus Cash Management 169,982 $ 169,982 169,982 Pooled Employee Benefit Trust of Republic National Bank of New York - Common Stock Investment Fund 17,878 7,388,529 12,712,978 ----------- ---------- Total Common Stock Fund $ 7,558,511 12,882,960 =========== ========== Fixed Income Fund: Dreyfus Cash Management 203,996 $ 203,996 203,996 Pooled Employee Benefit Trust of Republic National Bank of New York - Fixed Income Investment Fund 19,205 4,224,687 6,663,078 ----------- --------- Total Fixed Income Fund $ 4,428,683 6,867,074 =========== ========= Savings Fund: Dreyfus Cash Management 235,097 $ 235,097 235,097 Pooled Employee Benefit Trust of Republic National Bank of New York - Short Term Money Fund 86,474 20,609,306 30,014,205 ----------- ---------- Total Savings Fund $ 20,844,403 30,249,302 =========== ==========
(Continued) Schedule 1,Cont. PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Item 27a - Schedule of Assets Held for Investment Purposes,Continued
No. of Fair units/shares Cost value ------------ ---- ----- Managed Total Return Fund: Dreyfus Cash Management 103,272 $ 103,272 103,272 Pooled Employee Benefit Trust of Republic National Bank of New York - Managed Total Return Investment Fund 66,830 8,756,189 11,421,225 ---------- ---------- Total Managed Total Return Fund $ 8,859,461 11,524,497 ========== ========== RNYC Common Stock Fund: Dreyfus Cash Management 163,803 $ 163,803 163,803 Republic New York Corporation - Common Stock shares 226,937 10,121,517 10,268,899 shares ---------- ---------- Total RNYC Common Stock Fund $ 10,285,320 10,432,702 ========== ==========
Schedule 2 ---------- PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Item 27d - Schedule of Reportable Transactions Year ended December 31, 1994 Description of issue - -------------------- Purchases: Single transactions: No Reportable Transactions Series of transactions: No Reportable Transactions Sales: Single transactions: No Reportable Transactions Series of transactions: No Reportable Transactions -----END PRIVACY-ENHANCED MESSAGE-----