-----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, snG6wPT/MakB9kM837pHMuek5H8im9gHRvJVLyJi4SChAWbP2KhV7glxpkcNeWfC Vl8DDqn97z/qpjiJWKKLnw== 0000083246-94-000013.txt : 19940510 0000083246-94-000013.hdr.sgml : 19940510 ACCESSION NUMBER: 0000083246-94-000013 CONFORMED SUBMISSION TYPE: 424B5 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REPUBLIC NEW YORK CORP CENTRAL INDEX KEY: 0000083246 STANDARD INDUSTRIAL CLASSIFICATION: 6021 IRS NUMBER: 132764867 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B5 SEC ACT: 1933 Act SEC FILE NUMBER: 033-49507 FILM NUMBER: 94526735 BUSINESS ADDRESS: STREET 1: 452 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2125256100 424B5 1 PROSPECTUS SUPPLEMENT DATED MAY 5, 1994 PROSPECTUS SUPPLEMENT (To Prospectus Dated May 7, 1993) $200,000,000 LOGO Republic New York Corporation 7 3/4% Subordinated Notes Due 2009 The 7 3/4% Subordinated Notes due 2009 (the "Notes") will mature on May 15, 2009 and are not redeemable prior to maturity. Interest on the Notes will be payable semiannually on May 15 and November 15 of each year (each an "Interest Payment Date"), commencing with the Interest Payment Date on November 15, 1994. The Notes are direct unsecured general obligations of Republic New York Corporation (the "Corporation") and are subordinated to all present and future Senior Indebtedness of the Corporation as defined in the accompanying Prospectus. The Notes are being issued under an indenture which provides for the right of acceleration of the payment of principal of the Notes upon the bankruptcy or insolvency of the Corporation or the insolvency or appointment of a receiver for the Corporation's principal subsidiary, Republic National Bank of New York, but, unlike issuances of the Corporation's subordinated debt securities under the Corporation's other subordinated indentures, does not provide for the right of acceleration of the payment of principal of the Notes upon default in the payment of principal or interest or in the performance of any covenant contained in the indenture under which the Notes are being issued. See "Description of Notes - Subordination of Notes to Senior Indebtedness" and "Description of Debt Securities - Events of Default, Notice and Waiver" in the accompanying Prospectus. The Notes will be issued and transferable in fully registered book-entry form. Ownership interests in the Notes will be shown on, and transfers thereof will be effected only through, records maintained by The Depository Trust Company, as Depository, and its participants. Except as provided herein, Notes in definitive form will not be issued. See "Description of Debt Securities - Book- Entry Securities" in the accompanying Prospectus. THE NOTES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK OR NONBANK SUBSIDIARY OF THE CORPORATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIESAND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NORHAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATESECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACYOF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Price to Underwriting Proceeds to Public (1) Discount Corporation(1)(2) Per Note.......... 99.261% .439% 98.822% Total............. $198,522,000 $878,000 $197,644,000 (1) Plus accrued interest, if any, from May 12, 1994 to date of delivery. (2) Before deducting expenses payable by the Corporation estimated to be $75,000.
The Notes offered by this Prospectus Supplement are offered by the Underwriter subject to prior sale, withdrawal, cancellation or modification of the offer, to delivery to and acceptance by the Underwriter and to certain further conditions. It is expected that delivery of the Notes will be made through the facilities of The Depository Trust Company on or about May 12, 1994. LEHMAN BROTHERS May 5, 1994 IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER- ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. REPUBLIC NEW YORK CORPORATION The Corporation is a bank holding company incorporated in Maryland. At December 31, 1993, the Corporation had consolidated total assets of $39.5 billion and stockholders' equity of $2.7 billion. Its principal asset is the capital stock of Republic National Bank of New York (the "Bank"). Management expects that the Bank will remain the Corporation's principal asset and source of revenue and net income in the foreseeable future. As of December 31, 1993, the Bank accounted for approximately 75% of the consolidated assets of the Corporation, approximately 75% of the consolidated revenues and 85% of consolidated net income of the Corporation. Based on total assets at December 31, 1993, the Corporation was the twentieth largest bank holding company in the United States. The Bank is a commercial bank which provides a variety of banking and financial services on a worldwide basis to corporations, financial institutions, governments and individuals. At December 31, 1993, the Bank had total assets of $29.7 billion, total deposits of $19.2 billion and total stockholder's equity of $2.2 billion. Based on total deposits at December 31, 1993, the Bank was the fifteenth largest commercial bank in the United States. The Bank owns approximately 49% of Safra Republic Holdings S.A. ("Safra Republic"), a European-based bank holding company with five banking subsidiaries located in France, Gibraltar, Guernsey, Luxembourg and Switzerland. The Corporation's other significant bank subsidiary is Republic Bank for Savings ("RBS") (formerly known as The Manhattan Savings Bank). At December 31, 1993, RBS had total assets of $6.1 billion, total deposits of $4.8 billion and total stockholder's equity of $478 million. APPLICATION OF PROCEEDS The net proceeds to be received by the Corporation from the sale of the Notes offered hereby will be used for general corporate purposes, including, from time to time, the redemption or the purchase, in the open market or in privately negotiated transactions, of outstanding indebtedness or preferred stock of the Corporation and the making of advances to its subsidiaries, principally, the Bank. Such advances may require the approval of bank regulatory authorities, and, pending ultimate application, the net proceeds may be used to make short-term investments or to reduce short-term borrowings. Management anticipates that the Corporation may, from time to time, engage in additional debt financings. S-2 SUMMARY FINANCIAL INFORMATION The following table sets forth, in summary form, certain financial data of the Corporation for each of the years in the five-year period ended December 31, 1993, and is qualified in its entirety by the detailed information and consolidated financial statements included in the documents incorporated by reference in the accompanying Prospectus.
Years Ended December 31, ------------------------------------------------------------------------- 1989 1990 1991 1992 1993 ---- ---- ---- ---- ---- (dollars in thousands, except per share amounts) Consolidated Summary of Income: Net interest income............................ $ 356,866 $ 457,324 $ 581,246 $ 720,364 $ 775,851 Provision for loan losses...................... 209,000 40,000 62,000 120,000 85,000 Net interest income after provision for loan losses .......................... 147,866 417,324 519,246 600,364 690,851 Other operating income ........................ 278,183 270,584 271,433 302,247 395,472 Other operating expenses....................... 369,999 464,583 502,933 555,342 634,965 Income before income taxes..................... 56,050 223,325 287,746 347,269 451,358 Net income..................................... 23,997 201,220 227,360 258,883 301,205 Net income applicable to common stock.......... 1,223 180,177 204,627 230,497 272,790 Per Share of Common Stock: Net income per share (after dividends on preferred stock): Primary................................ $ .03 $ 3.62 $ 3.95 $ 4.42 $ 5.20 Fully diluted.......................... .03 3.62 3.90 4.32 5.05 Book value..................................... 23.44 26.61 29.60 32.71 41.57 Dividends declared............................. 85 .88 .95 1.00 1.08 Dividend Payout Ratio(1).......................... * 24.56% 24.10% 22.67% 20.80 Average Number of Common Shares Outstanding (in thousands): Primary........................................ 45,223 49,726 51,852 52,204 52,466 Fully diluted.................................. 45,223 49,726 54,292 56,020 56,321 Consolidated Average Balances: Interest-bearing deposits with banks........... $ 9,141,358 $ 8,030,285 $ 8,558,149 $ 7,792,737 $ 7,452,339 Investment securities.......................... 4,467,388 6,394,720 7,892,363 11,927,912 14,177,927 Loans, net of unearned income.................. 8,366,561 10,603,379 9,623,397 8,732,432 8,890,559 Interest-earning assets........................ 23,695,247 26,370,288 27,025,728 29,962,625 32,560,058 Total assets................................... 27,914,609 30,858,023 31,114,281 33,667,270 37,371,326 Total deposits................................. 18,265,587 19,409,957 19,413,886 18,634,036 20,951,074 Total long-term debt........................... 2,641,185 2,389,401 2,562,166 4,148,477 4,637,595 Preferred stock................................ 309,425 309,425 403,260 540,984 556,425 Common stockholders' equity.................... 1,105,036 1,242,375 1,440,897 1,625,157 1,808,857 Return on: Average interest-earning assets(2).......... .10% .76% .84% .86% .93 Average total assets(2)..................... .09 .65 .73 .77 .81 Average common stockholders' equity(3)...... .11 14.50 14.20 14.18 15.08 Average Stockholders' Equity (4) to: Average total assets............................ 5.07% 5.03% 5.93% 6.43% 6.33 Average loans, net of unearned income........... 16.91 14.63 19.16 24.81 26.60 Consolidated Ratio of Earnings to Fixed Charges(5): Excluding interest on deposits.................. 1.12x 1.38x 1.60x 1.66x 1.94 Including interest on deposits.................. 1.03 1.11 1.17 1.26 1.39 - ---------------- * Not meaningful. (1) Calculated as dividends declared on common stock divided by net income applicable to common stock. (2) Based on net income. (3) Based on net income applicable to common stock. (4) Stockholders' equity includes preferred stock and common stockholders' equity. (5) For the purpose of computing the consolidated ratio of earnings to fixed charges, earnings represent consolidated income before income taxes plus fixed charges. Fixed charges excluding interest on deposits consist of interest on long-term debt and short-term borrowings and one-third of rental expense (which is deemed representative of the interest factor). Fixed charges including interest on deposits consist of the foregoing items plus interest on deposits.
S-3 DESCRIPTION OF NOTES The following description of the particular terms of the Notes offered hereby (referred to herein as the "Notes" and in the accompanying Prospectus as the "Subordinated Securities") supplements, and to the extent inconsistent therewith replaces, the description of the general terms and provisions of the Securities set forth in the accompanying Prospectus, to which description reference is hereby made. General The Notes offered hereby will be limited to $200,000,000 aggregate principal amount and will mature on May 15, 2009. Interest on the Notes will accrue from May 12, 1994, at the rate per annum shown on the cover page of this Prospectus Supplement, and will be payable semiannually on May 15 and November 15 of each year, beginning on November 15, 1994, to the persons in whose names the Notes are registered at the close of business on the preceding May 1 and November 1, respectively. The Notes will be issued under an Indenture dated as of October 15, 1992, as supplemented by a First Supplemental Indenture dated as of April 15, 1993 (the "1992 Subordinated Indenture") between the Corporation and Citibank, N.A. (the "Trustee"). The following statements are brief summaries of certain provisions contained in the 1992 Subordinated Indenture, do not purport to be complete and are qualified in their entirety by reference to the 1992 Subordinated Indenture, a copy of which has been filed as an exhibit to the Registration Statement and is also available for inspection at the corporate trust office of the Trustee at 120 Wall Street, 13th Floor, New York, New York. Unless otherwise defined herein, any defined terms used below shall have the meanings assigned in the 1992 Subordinated Indenture. The Notes are direct, unsecured general obligations of the Corporation and, as described below, are subordinated in right of payment to Senior Indebtedness (as defined in the 1992 Subordinated Indenture) of the Corporation. The ability of the Corporation to pay the principal of and interest on the Notes will be dependent, to a substantial degree, upon the payment of dividends and other charges to the Corporation by its principal banking subsidiaries, the Bank and RBS. For a discussion of the status of certain rights of the Corporation in respect of the Bank and RBS and certain limitations on the relationship among them which affect holders of the Notes, see "Republic New York Corporation" in the accompanying Prospectus. The Notes will be represented by one or more global notes (each a "Global Note") registered in the name of The Depository Trust Company, or its nominee or any successor thereof (the "Depository"). Except as set forth in the accompanying Prospectus, the Notes will not be exchangeable for certificated forms of Notes. See "Description of Debt Securities - Book-Entry Securities" in the accompanying Prospectus. Principal and interest will be payable at the office or agency of the Corporation maintained for such purpose in the Borough of Manhattan, The City of New York (which will initially be the corporate trust office of the Trustee), except that, at the option of the Corporation, interest may be paid by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Payments on the Notes to an owner of beneficial interest in a Global Note will be made as described in the accompanying Prospectus under "Description of Debt Securities - Book-Entry Securities". The Notes will be issued and transferable only in fully registered book-entry form in denominations of $1,000 and integral multiples thereof. The Notes will not be redeemable prior to maturity. The Notes do not provide for any sinking fund. The Notes are not savings accounts, deposits or other obligations of any bank or nonbank subsidiary of the Corporation and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality. The Notes are intended to be included as regulatory capital under interpretations of the Board of Governors of the Federal Reserve System relating to subordinated debt issued after September 4, 1992, and as a result, contain subordination and acceleration provisions different from, and covenants more limited than, issuances of the Corporation's Subordinated Securities under the Corporation's subordinated S-4 indentures other than the 1992 Subordinated Indenture. See "Description of Debt Securities - The Indentures" in the accompanying Prospectus. Subordination of Notes to Senior Indebtedness The payment of the principal of and interest on the Notes is subordinated in right of payment, as set forth in the 1992 Subordinated Indenture, to the prior payment in full of all Senior Indebtedness and, in certain circumstances relating to the insolvency of the Corporation, to the Other Obligations (consisting of certain obligations associated with derivative products), whether outstanding on the date of the 1992 Subordinated Indenture or thereafter incurred. At December 31, 1993, the Senior Indebtedness, including Other Obligations, was approximately $1,087 million. The terms "Senior Indebtedness" and "Other Obligations" are defined in the 1992 Subordinated Indenture and in the accompanying Prospectus. See "Description of Debt Securities - Subordination of Subordinated Securities". The definition of Senior Indebtedness in the 1992 Subordinated Indenture is broader than the similar term in the Corporation's 1986 Subordinated Indenture and, as a result, the Notes are subordinated to, among other things, the Other Obligations included in the definition of Senior Indebtedness in the 1992 Subordinated Indenture. See "Description of Debt Securities - Subordination of the Subordinated Securities - 1992 Subordinated Indenture" in the accompanying Prospectus. In the event of default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness (other than Other Obligations) or the principal of Subordinated Securities shall have been declared due and payable, the holders of Senior Indebtedness (other than Other Obligations) will generally be entitled to receive payment of amounts due thereon before payments are made to the holders of the Notes or other Subordinated Securities. See "Description of Debt Securities - Subordination of Subordinated Securities - Subordination Provisions" in the accompanying Prospectus. Upon any payment or distribution of assets to creditors upon bankruptcy, insolvency, receivership or similar proceedings of the Corporation, (i) the holders of all Senior Indebtedness (other than Other Obligations) will first be entitled to receive payment in full of all amounts due or to become due thereon before holders of the Notes will be entitled to receive any payment in respect of the principal or interest on the Notes and (ii) if, after giving effect to the operation of clause (i) above, amounts remain available for payment or distribution in respect of the Notes (any such remaining amount being defined in the 1992 Subordinated Indenture as the "Excess Proceeds") and creditors in respect of Other Obligations have not received payment in full of all amounts due or to become due thereon, such Excess Proceeds shall first be applied to pay or provide for the payment in full of all such Other Obligations before any payment or distribution may be made in respect of the Notes. See "Description of Debt Securities - Subordination of Subordinated Securities - Subordination Provisions" in the accompanying Prospectus. By reason of such subordination, in the event of insolvency of the Corporation, holders of the Notes may recover less, ratably, than holders of Senior Indebtedness and Other Obligations and may also recover less, ratably, than holders of Existing Subordinated Indebtedness and other creditors of the Corporation. See "Description of Debt Securities - Subordination of Subordinated Securities - Subordination Provisions," and for principal amounts outstanding of other issues of the Corporation's subordinated debt, see "Description of Debt Securities - Outstanding Amount of Subordinated Securities" in the accompanying Prospectus. UNDERWRITING Subject to the terms and conditions set forth in an underwriting agreement (the "Underwriting Agreement"), the Corporation has agreed to sell to Lehman Brothers Inc. (the "Underwriter"), and the Underwriter has agreed to purchase, all of the $200,000,000 principal amount of the Notes offered hereby if any Notes are purchased. S-5 The Corporation has been advised by the Underwriter that it proposes initially to offer the Notes to the public at the public offering price set forth on the cover page of this Prospectus Supplement, and to certain dealers at such price less a concession not in excess of .300% of the principal amount of the Notes. The Underwriter may allow and such dealers may reallow a concession not in excess of .250% of such principal amount. After the initial public offering, the public offering price and such concessions may be changed. The Notes are a new issue of securities with no established trading market. The Corporation has been advised by the Underwriter that it intends to make a market in the Notes but is not obligated to do so and may discontinue market making at any time without notice. No assurance can be given as to the liquidity of the trading market for the Notes. The Underwriting Agreement provides that the Corporation will indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, or contribute to payments the Underwriter may be required to make in respect thereof. LEGAL OPINIONS The legality of the Notes offered hereby will be passed upon for the Corporation by Shearman & Sterling, 599 Lexington Avenue, New York, New York 10022, counsel to the Corporation, and for the Underwriter by Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue, New York, New York 10019, counsel to the Underwriter. Such counsel will rely as to matters of Maryland law on the opinion of Piper & Marbury, Charles Center South, 36 South Charles Street, Baltimore, Maryland 21201. Cravath, Swaine & Moore has provided legal services to the Corporation and its subsidiaries from time to time. S-6 No dealer, salesman or other person has been authorized to give any information or to make any representation not contained in this Prospectus or the accompanying Prospectus Supplement and, if given or made, such information or representation must not be relied upon as having been authorized by the Corporation or any agent or the Underwriter. This Prospectus and the accompanying Prospectus Supplement do not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby in any jurisdiction to any person to whom it is unlawful to make such offer in such jurisdiction. Neither the delivery of this Prospectus or any Prospectus Supplement nor any sale made hereunder or thereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Corporation since the date hereof. - ---------------- Table of Contents Prospectus Supplement Page Republic New York Corporation............. S-2 Application of Proceeds................... S-2 Summary Financial Information............. S-3 Description of Notes...................... S-4 Underwriting.............................. S-5 Legal Opinions............................ S-6 Prospectus (Selected Provisions) Incorporation of Certain Documents by Reference.............................. 2 Available Information..................... 2 Republic New York Corporation............. 3 Application of Proceeds.................. 7 Description of Debt Securities............ 7 Description of Debt Warrants.............. 19 Description of the Corporation's Outstanding Capital Stock.............. 43 Plan of Distribution...................... 45 Global Clearance, Settlement and Tax Documentation Procedures.......... 46 Legal Opinions............................ 50 Experts................................... 50 LOGO $200,000,000 Republic New York Corporation 7 3/4% Subordinated Notes Due 2009 PROSPECTUS SUPPLEMENT May 5, 1994 LEHMAN BROTHERS -----END PRIVACY-ENHANCED MESSAGE-----