-----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, V4ta2dLf4GvO1yQGOoWuUiovIMNNZeSf67VfpLXb1uD0V2KAua0GhzTDRGpXMSEr RGiewQ3IDa1kZsUK5k7CQQ== 0000950123-99-006051.txt : 19990630 0000950123-99-006051.hdr.sgml : 19990630 ACCESSION NUMBER: 0000950123-99-006051 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 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: 99654617 BUSINESS ADDRESS: STREET 1: 452 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2125256100 11-K 1 FORM 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, 1998 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, 1998 and 1997, 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, 1999 2 EXHIBIT INDEX Exhibit No. Description of Exhibit - - ----------- ---------------------- 23 Consent of KPMG LLP 99 Profit Sharing and Savings Plan of Republic National Bank of New York Financial Statements and Schedules December 31, 1998 and 1997 (with Independent Auditor's Report thereon). EX-23 2 CONSENT OF KPMG 1 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 June 14,1999 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, 1998 and 1997, 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, 1998 and all related schedules, which report appears in the December 31, 1998 Annual Report on Form 11-K of the Profit Sharing and Savings Plan of Republic National Bank of New York. KPMG LLP New York, New York June 29, 1999 EX-99 3 PROFIT SHARING AND SAVINGS PLAN 1 EXHIBIT 99 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Financial Statements and Schedules December 31, 1998 and 1997 (With Independent Auditors' Report Thereon) 2 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Table of Contents December 31, 1998 and 1997 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 3 [KPMG LETTERHEAD] 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, 1998 and 1997, 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, 1998 and 1997, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were performed 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 the purpose of additional analysis and is not a required part of the basic financial statements but is 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 statement of net assets for benefits and the statement of changes in net assets for benefits of each fund. The supplementary information and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements taken as a whole and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. KPMG LLP June 14, 1999 4 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Statement of Net Assets Available for Benefits, with Fund Information December 31, 1998
- ------------------------------------------------------------------------------------------------------------------------- U.S. FIXED FIXED INCOME INCOME LONG-TERM SHORT TO INTERNATIONAL INVESTMENT INTERMEDIATE EQUITY FUND FUND FUND ------------ ------------ ------------- Assets: Investments at fair value: Dreyfus Cash Management $ -- -- -- Republic U.S. Government Money Market 65,595 87,613 78,320 Republic Investment Management Account 7,399,533 7,787,537 11,891,891 RNYC common stock -- -- -- ------------ --------- ---------- Total investments 7,465,128 7,875,150 11,970,211 Contributions receivable 86,897 85,543 186,915 Accrued income receivable 20,047 114,774 333 ------------ --------- ---------- Total assets 7,572,072 8,075,467 12,157,459 Liabilities: Administrative expenses 2,000 2,500 3,000 ------------ --------- ---------- Total liabilities 2,000 2,500 3,000 Net assets available for benefits $ 7,570,072 8,072,967 12,154,459 ============ ========= ==========
See accompanying notes to financial statements. 5
PARTICIPANT-DIRECTED - ---------------------------------------------------------------------------------------------------- FIXED INCOME U.S. EQUITY SHORT-TERM RNYC LARGE-CAP U.S. EQUITY INVESTMENT COMMON INVESTMENT SMALL-CAP FUND STOCK FUND FUND FUND TOTAL ------------ ---------- ----------- ----------- ----------- 5,461,538 -- -- -- 5,461,538 -- 259,202 263,791 181,251 935,772 27,671,447 -- 52,156,434 26,984,527 133,891,369 -- 19,851,809 -- -- 19,851,809 ---------- ---------- ---------- ---------- ----------- 33,132,985 20,111,011 52,420,225 27,165,778 160,140,488 395,722 339,312 629,985 395,717 2,120,091 -- 109,983 1,267 779 247,183 ---------- ---------- ---------- ---------- ----------- 33,528,707 20,560,306 53,051,477 27,562,274 162,507,762 -- -- 12,300 7,200 27,000 ---------- ---------- ---------- ---------- ----------- -- -- 12,300 7,200 27,000 33,528,707 20,560,306 53,039,177 27,555,074 162,480,762 ========== ========== ========== ========== ===========
6 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Statement of Net Assets Available for Benefits, with Fund Information December 31, 1997
- ------------------------------------------------------------------------------------------------------------------------- U.S. FIXED FIXED INCOME INCOME LONG-TERM SHORT TO INTERNATIONAL INVESTMENT INTERMEDIATE EQUITY FUND FUND FUND ------------ ------------ ------------- Assets: Investments at fair value: Dreyfus Cash Management $ -- -- -- 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 RNYC common stock -- -- -- ---------- --------- --------- Total investments 5,605,962 7,084,846 9,581,468 Contributions receivable 65,580 72,058 163,755 Accrued income receivable 522 543 534 ---------- --------- --------- Net assets available for benefits $5,672,064 7,157,447 9,745,757 ========== ========= =========
See accompanying notes to financial statements 7
PARTICIPANT-DIRECTED - ------------------------------------------------------------------------------------------------------------------- U.S. EQUITY U.S. EQUITY FIXED INCOME LARGE-CAP LARGE-CAP SHORT-TERM RNYC GROWTH VALUE U.S. EQUITY INVESTMENT COMMON INVESTMENT INVESTMENT SMALL-CAP FUND STOCK FUND FUND FUND FUND TOTAL - ------------ ----------- ----------- ----------- ----------- ----------- 81,957 -- -- -- -- 81,957 -- 72,644 152,872 86,350 106,336 756,257 31,399,020 -- 17,161,697 21,155,796 22,972,919 114,623,653 -- 23,271,869 -- -- -- 23,271,869 - ---------- ---------- ---------- ---------- ---------- ----------- 31,480,977 23,344,513 17,314,569 21,242,146 23,079,255 138,733,736 360,676 236,499 236,834 263,348 327,042 1,725,792 468 94,185 741 439 520 97,952 - ---------- ---------- ---------- ---------- ---------- ----------- 31,842,121 23,675,197 17,552,144 21,505,933 23,406,817 140,557,480 ========== ========== ========== ========== ========== ===========
8 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Statement of Changes in Net Assets Available for Benefits, with Fund Information Year ended December 31, 1998
- ------------------------------------------------------------------------------------------------------------ U.S. FIXED FIXED INCOME INCOME LONG-TERM SHORT TO INTERNATIONAL INVESTMENT INTERMEDIATE EQUITY FUND FUND FUND ------------ ------------ ------------- Investment income: Net appreciation (depreciation) in fair value of investments $ 310,167 235,253 1,019,841 Interest and dividends 136,719 246,842 130,511 ---------- --------- ---------- Total investment income (loss) 446,886 482,095 1,150,352 ---------- --------- ---------- Contributions: Employee 410,010 372,654 846,134 Employer 313,058 371,398 619,798 ---------- --------- ---------- Total contributions 723,068 744,052 1,465,932 ---------- --------- ---------- Fund consolidated -- -- -- ---------- --------- ---------- Total additions (reductions) 1,169,954 1,226,147 2,616,284 ---------- --------- ---------- Distributions to participants (339,302) (285,444) (541,827) ---------- --------- ---------- Net increase (decrease) before interfund transfers 830,652 940,703 2,074,457 Interfund transfers 1,067,356 (25,183) 334,245 ---------- --------- ---------- Net increase (decrease) 1,898,008 915,520 2,408,702 Net assets available for benefits: Beginning of year 5,672,064 7,157,447 9,745,757 ---------- --------- ---------- End of year $7,570,072 8,072,967 12,154,459 ========== ========= ==========
See accompanying notes to financial statements. 9
PARTICIPANT-DIRECTED - ------------------------------------------------------------------------------------------------------------------- FIXED U.S. EQUITY INCOME LARGE-CAP U.S. EQUITY SHORT-TERM RNYC GROWTH LARGE-CAP U.S. EQUITY INVESTMENT COMMON INVESTMENT INVESTMENT SMALL-CAP FUND STOCK FUND FUND FUND FUND TOTAL - ----------- ----------- ------------ ------------ ----------- ----------- 1,765,635 (5,042,454) 4,520,566 7,403,874 3,129,091 13,341,973 86,913 436,846 -- 73,371 63,843 1,175,045 - ----------- ---------- ------------ ---------- ---------- ----------- 1,852,548 (4,605,608) 4,520,566 7,477,245 3,192,934 14,517,018 - ----------- ---------- ------------ ---------- ---------- ----------- 2,125,995 1,262,294 758,622 2,122,331 1,727,195 9,625,235 2,920,419 1,146,335 950,526 1,073,284 1,315,818 8,710,636 - ----------- ---------- ------------ ---------- ---------- ----------- 5,046,414 2,408,629 1,709,148 3,195,615 3,043,013 18,335,871 - ----------- ---------- ------------ ---------- ---------- ----------- -- -- (19,914,960) 19,914,960 -- -- - ----------- ---------- ------------ ---------- ---------- ----------- 6,898,962 (2,196,979) (13,685,246) 30,587,820 6,235,947 32,852,889 - ----------- ---------- ------------ ---------- ---------- ----------- (3,994,653) (1,736,596) (716,754) (1,612,024) (1,703,007) (10,929,607) - ----------- ---------- ------------ ---------- ---------- ----------- 2,904,309 (3,933,575) (14,402,000) 28,975,796 4,532,940 21,923,282 (1,217,723) 818,684 (3,150,144) 2,557,448 (384,683) -- - ----------- ---------- ------------ ---------- ---------- ----------- 1,686,586 (3,114,891) (17,552,144) 31,533,244 4,148,257 21,923,282 31,842,121 23,675,197 17,552,144 21,505,933 23,406,817 140,557,480 - ----------- ---------- ------------ ---------- ---------- ----------- 33,528,707 20,560,306 -- 53,039,177 27,555,074 162,480,762 =========== ========== ============ ========== ========== ===========
10 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Statement of Changes in Net Assets Available for Benefits, with Fund Information Year ended December 31, 1997
- ---------------------------------------------------------------------------------------------------------- U.S. FIXED FIXED INCOME INCOME LONG-TERM SHORT TO INTERNATIONAL INVESTMENT INTERMEDIATE EQUITY FUND FUND FUND ---------- ------------ ------------- Investment income: Net appreciation in fair value of investments $ 448,485 404,552 671,776 Interest 5,068 6,133 6,342 Dividends -- -- -- ---------- --------- --------- Total investment income 453,553 410,685 678,118 ---------- --------- --------- Contributions: Employee 474,992 424,044 802,486 Employer 317,784 403,543 485,202 ---------- --------- --------- Total contributions 792,776 827,587 1,287,688 ---------- --------- --------- Assets transferred from Crossland Pension Plan 108,951 130,765 244,017 ---------- --------- --------- Total additions 1,355,280 1,369,037 2,209,823 ---------- --------- --------- Distributions to participants (242,277) (322,734) (489,432) ---------- --------- --------- Net increase before interfund transfers 1,113,003 1,046,303 1,720,391 Interfund transfers (161,625) (320,219) 541,684 ---------- --------- --------- Net increase 951,378 726,084 2,262,075 Net assets available for benefits: Beginning of year 4,720,686 6,431,363 7,483,682 ---------- --------- --------- End of year $5,672,064 7,157,447 9,745,757 ========== ========= =========
See accompanying notes to financial statements. 11
PARTICIPANT-DIRECTED - ---------------------------------------------------------------------------------------------------------------------- FIXED U.S. EQUITY U.S. EQUITY INCOME LARGE-CAP LARGE-CAP SHORT-TERM RNYC GROWTH VALUE U.S. EQUITY INVESTMENT COMMON INVESTMENT INVESTMENT SMALL-CAP FUND STOCK FUND FUND FUND FUND TOTAL - ----------- ---------- ---------- ---------- ---------- ----------- 1,858,706 6,538,232 4,037,764 4,162,369 4,034,089 22,155,973 10,803 6,861 8,355 7,780 8,702 60,044 -- 372,841 -- -- -- 372,841 - ----------- ---------- ---------- ---------- ---------- ----------- 1,869,509 6,917,934 4,046,119 4,170,149 4,042,791 22,588,858 - ----------- ---------- ---------- ---------- ---------- ----------- 1,937,776 1,125,487 1,270,546 1,304,354 1,615,109 8,954,794 2,705,480 920,006 678,050 1,004,015 1,333,001 7,847,081 - ----------- ---------- ---------- ---------- ---------- ----------- 4,643,256 2,045,493 1,948,596 2,308,369 2,948,110 16,801,875 - ----------- ---------- ---------- ---------- ---------- ----------- 723,279 312,482 419,594 453,898 418,125 2,811,111 - ----------- ---------- ---------- ---------- ---------- ----------- 7,236,044 9,275,909 6,414,309 6,932,416 7,409,026 42,201,844 - ----------- ---------- ---------- ---------- ---------- ----------- (4,023,216) (2,060,949) (1,146,311) (1,099,748) (1,748,146) (11,132,813) - ----------- ---------- ---------- ---------- ---------- ----------- 3,212,828 7,214,960 5,267,998 5,832,668 5,660,880 31,069,031 278,319 (1,041,789) 1,661,037 (178,197) (779,210) -- - ----------- ---------- ---------- ---------- ---------- ----------- 3,491,147 6,173,171 6,929,035 5,654,471 4,881,670 31,069,031 28,350,974 17,502,026 10,623,109 15,851,462 18,525,147 109,488,449 - ----------- ---------- ---------- ---------- ---------- ----------- 31,842,121 23,675,197 17,552,144 21,505,933 23,406,817 140,557,480 =========== ========== ========== ========== ========== ===========
12 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Notes to Financial Statements December 31, 1998 and 1997 (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. 13 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Notes to Financial Statements December 31, 1998 and 1997 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 1998 is limited to $10,000 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. 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. 2 (continued) 14 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Notes to Financial Statements December 31, 1998 and 1997 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. (f) INVESTMENT ELECTIONS As of July 1, 1998, the U.S. Equity Large Cap Value Investment Fund and U.S. Equity Large Cap Growth Investment Fund options consolidated into one investment fund. The above two funds were renamed as the U.S. Equity Large Cap Investment Fund. 3 (continued) 15 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Notes to Financial Statements December 31, 1998 and 1997 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 seven 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 Investment 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 seven 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. U.S. Equity Large-Cap Growth Investment 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 Investment Fund - to be invested primarily in Republic Equity Fund which is a blended portfolio of value and growth stocks. 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. 4 (continued) 16 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Notes to Financial Statements December 31, 1998 and 1997 Presently, the plan assets are invested in the Republic Investment Management Account, 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 Republic Investment Management Account are stated at fair value based upon quotations obtained from national securities exchanges; marketable securities that are not listed on an exchange are valued on a basis of quotations obtained from brokerage firms. 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. 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. 5 (continued) 17 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Notes to Financial Statements December 31, 1998 and 1997 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 $2,575,521 and $1,853,923 at December 31, 1998 and 1997, 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. (c) RELATED PARTY TRANSACTIONS Administrative expenses are borne by the Plan, unless the Bank, at its option, chooses to pay for such expenses. In 1998, the Bank decided that the Plan should pay for such expenses. In 1997, 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. 6 (continued) 18 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Notes to Financial Statements December 31, 1998 and 1997 (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, 1998 -------------------------------------------------- NO. OF FAIR UNITS/SHARES COST VALUE ------------ ------------ ------------- Investments at fair value as determined by quoted market price: Fixed Income Long-Term Investment Fund: Republic Investment Management Account - Fixed Income Long-Term Investment Fund 697,411 $ 7,387,801 $ 7,399,533 U.S. Fixed Income Short to Intermediate Fund: Republic Investment Management Account - Fixed Income Short to Intermediate Fund 7,590,000 7,767,004 7,787,537 International Equity Fund: Republic Investment Management Account - International Equity Fund 871,200 10,170,062 11,891,891 Fixed Income Short-Term Investment Fund: Republic Investment Management Account - Fixed Income Short-Term Investment Fund 27,663,354 27,651,778 27,671,447 RNYC Common Stock Fund: Republic New York Corporation - Common Stock Fund 435,705 11,708,645 19,851,809 U.S. Equity Large-Cap Investment Fund: Republic Investment Management Account - U.S. Equity Large-Cap Investment Fund 2,786,134 49,545,196 52,156,434 U.S. Equity Small-Cap Investment Fund: Republic Investment Management Account - U.S. Equity Small-Cap Fund 2,290,707 24,835,734 26,984,527 ------------- Total $ 153,743,178 =============
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. 7 (continued) 19 PROFIT SHARING AND SAVINGS PLAN OF REPUBLIC NATIONAL BANK OF NEW YORK Notes to Financial Statements December 31, 1998 and 1997 (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) LIQUIDATION OF POOLED EMPLOYEE BENEFIT TRUST Effective September 30, 1998 the Pooled Employee Benefit Trust of Republic National Bank of New York was terminated. The Trust assets were allocated between participants (Profit Sharing and Savings Plan of Republic National Bank of New York and Profit Sharing and Savings Plan of Safra National Bank). Safra National Bank received its share of the Trust in cash July 1998 based on valuation as of June 30, 1998. The remaining portion of the Trust belonged to Profit Sharing and Savings Plan of Republic National Bank of New York was collapsed with funds in the Profit Sharing and Savings Plan of Republic National Bank of New York on valuation as of September 30, 1998. (8) SUBSEQUENT EVENT On May 10, 1999, the Corporation and Safra Republic Holdings S.A. ("SRH") entered into a definitive agreement providing for (1) the merger of the Corporation with a wholly-owned subsidiary of HSBC Holdings plc in which each outstanding share of the Corporation's common stock would be converted into the right to receive $72.00 in cash and (2) a tender offer for the outstanding common shares of SRH (other than those owned by the Corporation) at $72.00 per share. 8 (continued) 20 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, 1998
NO. OF FAIR UNITS/SHARES COST VALUE ------------ ------------ ---------- Fixed Income Long-Term Investment Fund: Republic U.S. Government Money Market 65,595 $ 65,595 65,595 Republic Investment Management Account - Fixed Income Long-Term Investment Fund 697,411 7,387,801 7,399,533 ------------ ---------- Total Fixed Income Long-Term Investment Fund $ 7,453,396 7,465,128 ============ ========== U.S. Fixed Income Short to Intermediate Fund: Republic U.S. Government Money Market 87,613 $ 87,613 87,613 Republic Investment Management Account - U.S. Fixed Income Short to Intermediate Fund 7,590,000 7,767,004 7,787,537 ------------ ---------- Total U.S. Fixed Income Short to Intermediate Fund $ 7,854,617 7,875,150 ============ ========== International Equity Fund: Republic U.S. Government Money Market 78,320 $ 78,320 78,320 Republic Investment Management Account - International Equity Fund 871,200 10,170,062 11,891,891 ------------ ---------- Total International Equity Fund $ 10,248,382 11,970,211 ============ ========== Fixed Income Short-Term Investment Fund: Dreyfus Cash Management 5,461,538 $ 5,461,538 5,461,538 Republic Investment Management Account - Fixed Income Short-Term Investment Fund 27,663,354 27,651,778 27,671,447 ------------ ---------- Total Fixed Income Short-Term Investment Fund $ 33,113,316 33,132,985 ============ ==========
21 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, 1998
NO. OF FAIR UNITS/SHARES COST VALUE ------------ ------------ ----------- RNYC Common Stock Fund: Republic U.S. Government Money Market 259,202 $ 259,202 259,202 Republic New York Corporation - Common Stock Fund 435,705 11,708,645 19,851,809 ------------ ----------- Total RNYC Common Stock Fund $ 11,967,847 20,111,011 ============ =========== U.S. Equity Large-Cap Investment Fund: Republic U.S. Government Money Market 263,791 $ 263,791 263,791 Republic Investment Management Account - U.S. Equity Large-Cap Investment Fund 2,786,134 49,545,196 52,156,434 ------------ ----------- Total U.S. Equity Large-Cap Investment Fund $ 49,808,987 52,420,225 ============ =========== U.S. Equity Small-Cap Fund: Republic U.S. Government Money Market 181,251 $ 181,251 181,251 Republic Investment Management Account - U.S. Equity Small-Cap Fund 2,290,707 24,835,734 26,984,527 ------------ ----------- Total U.S. Equity Small-Cap Fund $ 25,016,985 27,165,778 ============ =========== Total Investments 145,463,530 160,140,488 ============ ===========
2 (continued) 22 PROFIT SHARING AND SAVINGS PLAN REPUBLIC NATIONAL BANK OF NEW YORK Item 27(d) - Schedule of Reportable Transactions Year ended December 31, 1998
PURCHASES -------------------------------------------------------- NO. OF NET DESCRIPTION OF ISSUE TRANSACTIONS UNITS COST - --------------------------------------------------- ------------ ----------- ------------ Single transaction(s): U.S. Fixed Income Short to Intermediate Fund -- -- -- Fixed Income Long-Term Fund -- -- -- U.S. Equity Large Cap Investment Fund -- -- -- U.S. Equity Large Cap Growth Investment Fund -- -- -- International Equity Fund U.S. Equity Small Cap Fund Series of transactions: Fixed Income Short-Term Investment Fund 4 5,564,978 7,640,197 U.S. Fixed Income Short to Intermediate Fund -- -- -- U.S. Equity Large Cap Investment Fund -- -- -- U.S. Equity Large Cap Growth Investment Fund -- -- -- U.S. Equity Small Cap Fund -- -- --
23 Schedule 2
SALES - ------------------------------------------------------------------------------- NO OF NET TRANSACTIONS UNITS COST PROCEEDS GAIN - --------------- -------- ----------- ------------ ------------ 1 60,345 $ 6,175,372 $ 7,366,222 $ 1,190,850 1 53,445 5,773,440 7,099,809 1,326,269 1 139,456 16,821,898 28,201,007 11,379,109 1 83,451 10,244,177 19,738,555 9,494,378 1 76,680 8,879,133 12,328,781 3,449,648 1 120,322 14,017,714 27,612,859 13,595,145 -- -- -- -- -- 3 62,075 6,348,345 7,576,250 1,227,905 2 140,016 16,883,625 28,316,007 11,432,382 2 100,333 12,316,536 21,810,914 9,494,378 2 121,089 14,094,450 27,788,962 13,694,512
-----END PRIVACY-ENHANCED MESSAGE-----