-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KaihSmW/VJhNm4PTVjQQd2wOROB139WlbPsGDT+f4X52SQok6qcZyzhk3kZlv+4S AJusVVdIiUnqkL16F2fgmw== 0000083246-98-000008.txt : 19980630 0000083246-98-000008.hdr.sgml : 19980630 ACCESSION NUMBER: 0000083246-98-000008 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980629 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: SEC FILE NUMBER: 001-07436 FILM NUMBER: 98656227 BUSINESS ADDRESS: STREET 1: 452 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2125256100 11-K 1 [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR END DECEMBER 31, 1997 A. Full title of the plan and address if different from 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, 1997 and 1996, 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, 1998 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, 1997 and 1996 (with Independent Auditor's Report thereon). EX-23 2 Exhibit 23 CONSENT OF INDEPENDENT ACCOUNTANTS Employee Benefits and Compensation Committee Republic National Bank of New York We consent to the incorporation by reference in the Registration Statement (No.33-44048) on Form S-8 of Republic New York Corporation of our report dated May 22, 1998, relating to the statements of net assets available for benefits of the Profit Sharing and Savings Plan of Republic National Bank of New York as of December 31, 1997 and 1996, and the related statements of changes in net assets available for benefits for each of the years in the two year period ended December 31, 1997 and all related schedules, which report appears in the December 31, 1997 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 26, 1998 EX-99 3 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Financial Statements and Schedules December 31, 1997 and 1996 (With Independent Auditors' Report Thereon) PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Table of Contents December 31, 1997 and 1996 Independent Auditors' Report Statements of Net Assets Available for Benefits, with Fund Information Statements of Changes in Net Assets Available for Benefits, with Fund Information Notes to Financial Statements Schedule -------- Item 27(a) - Schedule of Assets Held for Investment Purposes..... 1 Item 27(d) - 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 benefits of the Profit Sharing and Savings Plan of Republic National Bank of New York (the "Plan") as of December 31, 1997 and 1996, and the related statements of changes in net assets available for 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 benefits of the Profit Sharing and Savings Plan of Republic National Bank of New York as of December 31, 1997 and 1996, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our 1997 audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Assets Held for Investment Purposes and Reportable Transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. May 22, 1998 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Statements of Net Assets Available for Benefits, with Fund Information Year ended December 31, 1997
Participant-Directed ---------------------------------------------------------------- Fixed U.S. Fixed Fixed Income Income Income Long-Term Short to International Short-Term Investment Intermediate Equity Investment Fund Fund Fund Fund ---- ---- ---- ---- Assets: Investments at fair value: Dreyfus Cash Management $ -- -- -- 81,957 Republic U.S. Government Money Market 108,980 116,017 113,058 -- Pooled Employee Benefit Trust of Republic National Bank of New York 5,496,982 6,968,829 9,468,410 31,399,020 RNYC common stock -- -- -- -- ---------- ---------- ---------- ---------- Total investments 5,605,962 7,084,846 9,581,468 31,480,977 Contributions receivable 65,580 72,058 163,755 360,676 Accrued income receivable 522 543 534 468 ---------- ---------- ---------- ---------- Net assets available for benefits $5,672,064 7,157,447 9,745,757 31,842,121 ========== ========== ========== ========== Participant-Directed ------------------------------------------------------------------------------ RNYC U.S. Equity U.S. Equity U.S. Equity Common Large-Cap Large-Cap Small- Stock Growth Value Cap Fund Fund Fund Fund Total ---- ---- ---- ---- ----- Assets: Investments at fair value: Dreyfus Cash Management $ -- -- -- -- 81,957 Republic U.S. Government Money Market 72,644 152,872 86,350 106,336 756,257 Pooled Employee Benefit Trust of Republic National Bank of New York -- 17,161,697 21,155,796 22,972,919 114,623,653 RNYC common stock 23,271,869 -- -- -- 23,271,869 ----------- ----------- ----------- ----------- ----------- Total investments 23,344,513 17,314,569 21,242,146 23,079,255 138,733,736 Contributions receivable 236,499 236,834 263,348 327,042 1,725,792 Accrued income receivable 94,185 741 439 520 97,952 ----------- ----------- ----------- ----------- ----------- Net assets available for benefits $23,675,197 17,552,144 21,505,933 23,406,817 140,557,480 =========== =========== =========== =========== =========== See accompanying notes to financial statements.
PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Statements of Net Assets Available for Benefits, with Fund Information Year ended December 31, 1996
Participant-Directed ---------------------------------------------------------------- Fixed U.S. Fixed Fixed Income Income Income Long-Term Short to International Short-Term Investment Intermediate Equity Investment Fund Fund Fund Fund ---- ---- ---- ---- Assets: Investments at fair value: Republic U.S. Government Money Market $ 15,731 24,090 110,493 -- Pooled Employee Benefit Trust of Republic National Bank of New York 4,633,332 6,328,315 7,242,988 27,953,833 RNYC common stock -- -- -- -- ---------- ---------- ---------- ---------- Total investments 4,649,063 6,352,405 7,353,481 27,953,833 Contributions receivable 71,551 78,850 129,793 397,141 Accrued income receivable 72 108 408 -- ---------- ---------- ---------- ---------- Net assets available for benefits $4,720,686 6,431,363 7,483,682 28,350,974 ========== ========== ========== ========== Participant-Directed ------------------------------------------------------------------------------- RNYC U.S. Equity U.S. Equity U.S. Equity Common Large-Cap Large-Cap Small- Stock Growth Value Cap Fund Fund Fund Fund Total ---- ---- ---- ---- ----- Assets: Investments at fair value: Republic U.S. Government Money Market $ -- 95,782 115,326 103,566 464,988 Pooled Employee Benefit Trust of Republic National Bank of New York -- 10,350,133 15,486,269 18,077,324 90,072,194 RNYC common stock 17,236,588 -- -- -- 17,236,588 ----------- ----------- ----------- ----------- ----------- Total investments 17,236,588 10,445,915 15,601,595 18,180,890 107,773,770 Contributions receivable 185,168 176,882 249,467 343,910 1,632,762 Accrued income receivable 80,270 312 400 347 81,917 ----------- ----------- ----------- ----------- ----------- Net assets available for benefits $17,502,026 10,623,109 15,851,462 18,525,147 109,488,449 =========== =========== =========== =========== =========== 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 Benefits, with Fund Information Year ended December 31, 1997
Participant-Directed -------------------------------------------------------------------- Fixed U.S. Fixed Fixed Income Income Income Long-Term Short to International Short-Term Investment Intermediate Equity Investment Fund Fund Fund Fund ---- ---- ---- ---- Investment income: Net appreciation in fair value of investments $ 448,485 404,552 671,776 1,858,706 Interest 5,068 6,133 6,342 10,803 Dividends -- -- -- -- ----------- ----------- ----------- ----------- Total investment income 453,553 410,685 678,118 1,869,509 ----------- ----------- ----------- ----------- Contributions: Employee 474,992 424,044 802,486 1,937,776 Employer 317,784 403,543 485,202 2,705,480 ----------- ----------- ----------- ----------- Total contributions 792,776 827,587 1,287,688 4,643,256 ----------- ----------- ----------- ----------- Assets transferred from Crossland Pension Plan 108,951 130,765 244,017 723,279 ----------- ----------- ----------- ----------- Total additions 1,355,280 1,369,037 2,209,823 7,236,044 ----------- ----------- ----------- ----------- Distributions to participants (242,277) (322,734) (489,432) (4,023,216) ----------- ----------- ----------- ----------- Net increase before interfund transfers 1,113,003 1,046,303 1,720,391 3,212,828 Interfund transfers (161,625) (320,219) 541,684 278,319 ----------- ----------- ----------- ----------- Net increase 951,378 726,084 2,262,075 3,491,147 Net assets available for benefits: Beginning of year 4,720,686 6,431,363 7,483,682 28,350,974 ----------- ----------- ----------- ----------- End of year $5,672,064 7,157,447 9,745,757 31,842,121 =========== =========== =========== =========== Participant-Directed ---------------------------------------------------------------------------- RNYC U.S. Equity U.S. Equity U.S. Equity Common Large-Cap Large-Cap Small- Stock Growth Value Cap Fund Fund Fund Fund Total ---- ---- ---- ---- ----- Investment income: Net appreciation in fair value of investments $ 6,538,232 4,037,764 4,162,369 4,034,089 22,155,973 Interest 6,861 8,355 7,780 8,702 60,044 Dividends 372,841 -- -- -- 372,841 ------------ ------------ ------------ ------------ ------------ Total investment income 6,917,934 4,046,119 4,170,149 4,042,791 22,588,858 ------------ ------------ ------------ ------------ ------------ Contributions: Employee 1,125,487 1,270,546 1,304,354 1,615,109 8,954,794 Employer 920,006 678,050 1,004,015 1,333,001 7,847,081 ------------ ------------ ------------ ------------ ------------ Total contributions 2,045,493 1,948,596 2,308,369 2,948,110 16,801,875 ------------ ------------ ------------ ------------ ------------ Assets transferred from Crossland Pension Plan 312,482 419,594 453,898 418,125 2,811,111 ------------ ------------ ------------ ------------ ------------ Total additions 9,275,909 6,414,309 6,932,416 7,409,026 42,201,844 ------------ ------------ ------------ ------------ ------------ Distributions to participants (2,060,949) (1,146,311) (1,099,748) (1,748,146) (11,132,813) ------------ ------------ ------------ ------------ ------------ Net increase before interfund transfers 7,214,960 5,267,998 5,832,668 5,660,880 31,069,031 Interfund transfers (1,041,789) 1,661,037 (178,197) (779,210) -- ------------ ------------ ------------ ------------ ------------ Net increase 6,173,171 6,929,035 5,654,471 4,881,670 31,069,031 Net assets available for benefits: Beginning of year 17,502,026 10,623,109 15,851,462 18,525,147 109,488,449 ------------ ------------ ------------ ------------ ------------ End of year $23,675,197 17,552,144 21,505,933 23,406,817 140,557,480 ============ ============ ============ ============ ============ 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 Benefits, with Fund Information Year ended December 31, 1996
Participant-Directed -------------------------------------------------------------------- Fixed U.S. Fixed Fixed Income Income Income Long-Term Short to International Short-Term Investment Intermediate Equity Investment Fund Fund Fund Fund ---- ---- ---- ---- Investment income: Net appreciation in fair value of investments $ 270,524 307,831 950,362 1,655,099 Interest 2,782 3,662 4,442 -- Dividends -- -- -- -- ----------- ----------- ----------- ----------- Total investment income 273,306 311,493 954,804 1,655,099 ----------- ----------- ----------- ----------- Contributions: Employee 342,738 384,121 636,097 2,027,241 Employer 203,597 283,008 253,789 1,898,792 ----------- ----------- ----------- ----------- Total contributions 546,335 667,129 889,886 3,926,033 ----------- ----------- ----------- ----------- Total additions 819,641 978,622 1,844,690 5,581,132 ----------- ----------- ----------- ----------- Distributions to participants (328,283) (1,095,183) (364,714) (5,555,048) ----------- ----------- ----------- ----------- Net increase (decrease) before interfund transfers 491,358 (116,561) 1,479,976 26,084 Interfund transfers (70,721) (147,587) 1,084,988 (3,228,898) ----------- ----------- ----------- ----------- Net increase (decrease) 420,637 (264,148) 2,564,964 (3,202,814) Net assets available for benefits: Beginning of year 4,300,049 6,695,511 4,918,718 31,553,788 ----------- ----------- ----------- ----------- End of year $4,720,686 6,431,363 7,483,682 28,350,974 =========== =========== =========== =========== Participant-Directed ---------------------------------------------------------------------------- RNYC U.S. Equity U.S. Equity U.S. Equity Common Large-Cap Large-Cap Small- Stock Growth Value Cap Fund Fund Fund Fund Total ---- ---- ---- ---- ----- Investment income: Net appreciation in fair value of investments $ 3,818,769 2,095,487 2,276,461 2,997,078 14,371,611 Interest 3,932 4,120 6,291 5,534 30,763 Dividends 324,129 -- -- -- 324,129 ------------ ------------ ------------ ------------ ------------ Total investment income 4,146,830 2,099,607 2,282,752 3,002,612 14,726,503 ------------ ------------ ------------ ------------ ------------ Contributions: Employee 799,771 807,989 1,218,148 1,563,614 7,779,719 Employer 573,362 361,189 558,164 691,800 4,823,701 ------------ ------------ ------------ ------------ ------------ Total contributions 1,373,133 1,169,178 1,776,312 2,255,414 12,603,420 ------------ ------------ ------------ ------------ ------------ Total additions 5,519,963 3,268,785 4,059,064 5,258,026 27,329,923 ------------ ------------ ------------ ------------ ------------ Distributions to participants (856,263) (742,528) (984,308) (1,252,385) (11,178,712) ------------ ------------ ------------ ------------ ------------ Net increase (decrease) before interfund transfers 4,663,700 2,526,257 3,074,756 4,005,641 16,151,211 Interfund transfers (756,820) 1,169,455 547,217 1,402,366 -- ------------ ------------ ------------ ------------ ------------ Net increase (decrease) 3,906,880 3,695,712 3,621,973 5,408,007 16,151,211 Net assets available for benefits: Beginning of year 13,595,146 6,927,397 12,229,489 13,117,140 93,337,238 ------------ ------------ ------------ ------------ ------------ End of year $17,502,026 10,623,109 15,851,462 18,525,147 109,488,449 ============ ============ ============ ============ ============ See accompanying notes to financial statements.
PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Notes to Financial Statements December 31, 1997 and 1996 (1) DESCRIPTION OF PLAN The following description of the Profit Sharing and Savings Plan of Republic National Bank of New York (the "Plan"), as amended and restated as of January 1, 1989, 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 Allocation) 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 the 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 or her 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. 2 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Notes to Financial Statements, continued (1), 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, an Internal Revenue 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 1) 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 1) in multiples of 1%. Employees may not contribute in aggregate more than 15% of the member's annual compensation. By law, the total Savings Plus Contributions plus Flex Fund Elective Deferrals for 1997 is limited to $9,500 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. 3 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Notes to Financial Statements, continued (1), 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 deduction 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 or her Savings Plus Contributions account balance or Flex Fund Elective Deferrals 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. (e) FORFEITURES A forfeiture occurs when a participant terminates employment prior to being fully vested. The amount of the forfeiture is equal to the unvested portion of the participant's account balance and is distributed back to the Bank. 4 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Notes to Financial Statements, continued (1), CONTINUED (f) 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 eight current investment funds under the Plan (collectively known as the "funds") which are: Fixed Income Long-Term Investment Fund, U.S. Fixed Income Short to Intermediate Fund, International Equity Fund, Fixed Income Short-Term Investment Fund, RNYC Common Stock Fund, U.S. Equity Large-Cap Growth Fund, U.S. Equity Large-Cap Value Fund, and U.S. Equity Small-Cap Fund. Participants failing to make an election decision will have their allocations invested in the Fixed Income Short-Term Investment Fund. A participant may elect to change his or her 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 eight investment funds, within the guidelines described in the Plan Document as follows: Fixed Income Long-Term Investment 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. Fixed Income Short to Intermediate Fund - 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. International Equity Fund - to be invested primarily in equity securities of non-U.S. issuers and equity securities with principal markets located outside the U.S. that are expected to provide long-term capital appreciation. Fixed Income Short-Term Investment 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 Fund may also invest in other short-term investments. RNYC Common Stock Fund - to be invested in Republic New York Corporation common stock. Investments in this fund may not exceed 50% of the participant's total plan balance. 5 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Notes to Financial Statements, continued (1), CONTINUED U.S. Equity Large-Cap Growth Fund - 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 Fund - 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. U.S. Equity Small-Cap Fund - to be invested primarily in smaller companies that are expected to grow rapidly and are expected to provide long-term capital appreciation. 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 or the Republic U.S. Government Money Market account, sweep accounts, to invest excess cash. (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. Republic U.S. Government Money Market accounts are investments in money market funds for purposes of liquidity and are stated at cost, which approximates fair value. 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, 1997 and 1996. 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 the New York Stock Exchange. 6 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Notes to Financial Statements, continued (2), CONTINUED Interest income in the Dreyfus Cash Management and Republic U.S. Government Money Market accounts 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, 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. The preparation of financial statements in conformity with generally accepted accounting principles requires the Sponsor to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. (b) CONTRIBUTIONS, DISTRIBUTIONS AND INTERFUND TRANSFERS All contributions, distributions and interfund transfers are effected at the Plan's quarterly valuation dates. The Bank's and employees' contributions are made in accordance with note 1(c). The contributions receivable represent employee payroll deductions for the fourth quarter of each year, which were contributed to the Plan in January of the following year. 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 $1,853,923 and $2,420,523 at December 31, 1997 and 1996, respectively. Interfund transfers are elected by the participants as discussed in note 1(f) and the change in the investment funds is recognized at the subsequent plan quarterly valuation date. 7 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Notes to Financial Statements, continued (2), CONTINUED (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 1997 and 1996, 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 or her pro rata share of income in an investment fund based on the opening balance compared to the total of all individuals' opening balances in that fund. (4) INVESTMENTS The following table presents the fair values of investments that represent five percent or more of the Plan's net assets at the beginning of the plan year: FAIR VALUE OF INVESTMENTS
December 31, 1997 ----------------------------------------- No. of Fair units/shares Cost value ------------ ---- ----- Investments at fair value as determined by quoted market price: Fixed Income Long-Term Investment Fund: Pooled Employee Benefit Trust of Republic National Bank of New York - Fixed Income Long-Term Investment Fund 42,639 4,364,714 5,496,982 U.S. Fixed Income Short to Intermediate Fund: Pooled Employee Benefit Trust of Republic National Bank of New York - Fixed Income Short to Intermediate Fund 58,705 5,952,383 6,968,829 International Equity Fund: Pooled Employee Benefit Trust of Republic National Bank of New York - International Equity Fund 66,990 7,380,963 9,468,410 8 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Notes to Financial Statements, continued (4), CONTINUED FAIR VALUE OF INVESTMENTS December 31, 1997 ----------------------------------------- No. of Fair units/shares Cost value ------------ ---- ----- Fixed Income Short-Term Investment Fund: Pooled Employee Benefit Trust of Republic National Bank of New York - Fixed Income Short-Term Investment Fund 75,899 20,526,504 $ 31,399,020 RNYC Common Stock Fund: Republic New York Corporation - Common Stock Fund 203,804 9,555,363 23,271,869 U.S. Equity Large-Cap Growth Fund: Pooled Employee Benefit Trust of Republic National Bank of New York - U.S. Equity Large-Cap Growth Fund 90,025 10,261,536 17,161,697 U.S. Equity Large-Cap Value Fund: Pooled Employee Benefit Trust of Republic National Bank of New York - U.S. Equity Large-Cap Value Fund 118,732 12,710,913 21,155,796 U.S. Equity Small-Cap Fund: Pooled Employee Benefit Trust of Republic National Bank of New York - U.S. Equity Small-Cap Fund 115,364 12,967,113 22,972,919 ------------ Total $137,895,522 ============
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 year end. 9 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Notes to Financial Statements, continued (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 an Internal Revenue Service determination letter dated December 17, 1996. Accordingly, the Plan has been amended to conform 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 1994. The administrators of the Plan, in conjunction with their tax counsel, believe the Plan operates in accordance with the Internal Revenue Code. (7) ACQUISITION OF BROOKLYN BANCORP, INC. On February 29, 1996, the Corporation completed the acquisition of Brooklyn Bancorp, Inc. ("BBI") and its wholly-owned subsidiary, CrossLand Federal Savings Bank ("CrossLand"), which was merged into the Bank. On July 1, 1997, the assets of the Retirement Plan of CrossLand Federal Savings Bank in RSI Retirement Trust amounting to $2,811,111 were transferred into the Plan. Such transfer is included for 1997 in the Statement of Changes in Net Assets Available for Benefits. Schedule 1 ---------- PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Item 27(a) - Schedule of Assets Held for Investment Purposes December 31, 1997
No. of Fair units/shares Cost value ------------ ------------ ----------- Fixed Income Long-Term Investment Fund: Republic U.S. Government Money Market 108,980 $ 108,980 108,980 * Pooled Employee Benefit Trust of Republic National Bank of New York - Fixed Income Long-Term Investment Fund 42,639 4,364,714 5,496,982 ------------ ----------- Total Fixed Income Long-Term Investment Fund $ 4,473,694 5,605,962 ============ =========== U.S. Fixed Income Short to Intermediate Fund: Republic U.S. Government Money Market 116,017 116,017 116,017 * Pooled Employee Benefit Trust of Republic National Bank of New York - U.S. Fixed Income Short to Intermediate Fund 58,705 5,952,383 6,968,829 ------------ ----------- Total U.S. Fixed Income Short to Intermediate Fund $ 6,068,400 7,084,846 ============ =========== International Equity Fund: Republic U.S. Government Money Market 113,058 113,058 113,058 * Pooled Employee Benefit Trust of Republic National Bank of New York - International Equity Fund 66,990 7,380,963 9,468,410 ------------ ----------- Total International Equity Fund $ 7,494,021 9,581,468 ============ =========== Fixed Income Short-Term Investment Fund: Dreyfus Cash Management 81,957 81,957 81,957 * Pooled Employee Benefit Trust of Republic National Bank of New York - Fixed Income Short- Term Investment Fund 75,899 20,526,504 31,399,020 ------------ ----------- Total Fixed Income Short-Term Investment Fund $ 20,608,461 31,480,977 ============ =========== 2 Schedule 1 ---------- PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Item 27(a) - Schedule of Assets Held for Investment Purposes, Continued No. of Fair units/shares Cost value ------------ ------------ ------------ RNYC Common Stock Fund: Republic U.S. Government Money Market 72,644 $ 72,644 72,644 * Republic New York Corporation - Common Stock Fund 203,804 9,555,363 23,271,869 ------------ ------------ Total RNYC Common Stock Fund $ 9,628,007 23,344,513 ============ ============ U.S. Equity Large-Cap Growth Fund: Republic U.S. Government Money Market 152,872 152,872 152,872 * Pooled Employee Benefit Trust of Republic National Bank of New York - U.S. Equity Large-Cap Growth Fund 90,025 10,261,536 17,161,697 ------------ ------------ Total U.S. Equity Large-Cap Growth Fund $ 10,414,408 17,314,569 ============ ============ U.S. Equity Large-Cap Value Fund: Republic U.S. Government Money Market 86,350 86,350 86,350 * Pooled Employee Benefit Trust of Republic National Bank of New York - U.S. Equity Large-Cap Value Fund 118,732 12,710,913 21,155,796 ------------ ------------ Total U.S. Equity Large-Cap Value Fund $ 12,797,263 21,242,146 ============ ============ U.S. Equity Small-Cap Fund: Republic U.S. Government Money Market 106,336 106,336 106,336 * Pooled Employee Benefit Trust of Republic National Bank of New York - U.S. Equity Small-Cap Fund 115,364 12,967,113 22,972,919 ------------ ------------ Total U.S. Equity Small-Cap Fund $ 13,073,449 23,079,255 ============ ============ Total Investments $ 84,557,703 138,733,736 ============ ============ *Represents five percent or more of the Plan's net assets at the beginning of the plan year.
Schedule 2 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Item 27(d) - Schedule of Reportable Transactions Year ended December 31, 1997 No transactions individually or in the aggregate exceeded 5% of plan assets during 1997. -----END PRIVACY-ENHANCED MESSAGE-----