PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Check the appropriate box:
[X] Definitive Proxy Statement
REPUBLIC NEW YORK CORPORATION
(Name of Registrant as Specified in its Charter}
William F. Rosenblum, Jr., Esq.
Senior Vice President, Deputy General Counsel and Secretary
Republic New York Corporation
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X} $125 per Exchange Act Rules 0-11(c)(1)(ii), 14(a)-6(i)(1), or 14a-6(j)(2)
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REPUBLIC NEW YORK CORPORATION
452 Fifth Avenue
New York, New York 10018
March 22, 1996
DEAR STOCKHOLDER:
The Directors and Officers of Republic New York Corporation cordially invite you
to attend the Annual Meeting of Stockholders of the Corporation to be held on
Wednesday, May 29, 1996 at 11:00 A.M., New York time. The meeting will be held
at the office of the Corporation at 452 Fifth Avenue, New York, New York. Notice
of the Annual Meeting and Proxy Statement are enclosed.
You are urged to mark, sign, date and mail the enclosed proxy immediately. By
mailing your proxy now you will not be precluded from attending the meeting.
Your proxy is revocable; in the event you find it convenient to attend the
meeting, you may, if you wish, withdraw your proxy and vote in person.
For your information, enclosed is the 1995 Annual Report of Republic New York
Corporation.
Very truly yours,
WALTER H. WEINER,
Chairman of the Board
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REPUBLIC NEW YORK CORPORATION
452 Fifth Avenue
New York, New York 10018
----------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 29, 1996
----------------------
NOTICE IS HEREBY GIVEN THAT, pursuant to the call of the Board of Directors of
Republic New York Corporation ("Republic Corporation"), the Annual Meeting of
Stockholders of Republic Corporation will be held on Wednesday, May 29, 1996
at 11:00 A.M., New York time, at 452 Fifth Avenue, Borough of Manhattan, City
and State of New York, for the purpose of considering and voting upon the
following matters described in the attached Proxy Statement:
1. Election of directors;
2. Approval of selection of auditors; and
3. Any other business which may properly be brought before the
meeting or any adjournment thereof.
The record date and hour for determining stockholders entitled to notice of
and to vote at the meeting, including any adjournment thereof, have been fixed
as of the close of business on March 13, 1996.
By Order of the Board of Directors,
WILLIAM F. ROSENBLUM, JR.,
Senior Vice President and
Corporate Secretary
March 22, 1996
YOU ARE URGED TO MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE
ENCLOSED ENVELOPE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND
THE MEETING IN PERSON. IF YOU ATTEND THE MEETING, YOU MAY NEVERTHELESS, IF YOU
WISH, WITHDRAW YOUR PROXY AND VOTE IN PERSON.
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REPUBLIC NEW YORK CORPORATION
452 Fifth Avenue
New York, New York 10018
-----------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
May 29, 1996
-----------------
This Proxy Statement is furnished to the stockholders of Republic New York
Corporation ("Republic Corporation") in connection with the solicitation of
proxies by the Board of Directors of Republic Corporation for the Annual Meeting
of Stockholders to be held on May 29, 1996.
The record date and hour for determining the stockholders of Republic
Corporation entitled to notice of and to vote at the meeting have been fixed as
of the close of business on March 13, 1996. At such date, 55,745,970 shares of
Republic Corporation Common Stock were outstanding and entitled to vote. Each
share of Republic Corporation Common Stock held on the record date entitles the
holder thereof to one vote for each director being elected (with no cumulative
voting permitted) and to one vote on each other matter. This Proxy Statement and
the form of proxy furnished herewith were first sent or given to Republic
Corporation stockholders on March 22, 1996.
ELECTION OF DIRECTORS
In accordance with the By-Laws of Republic Corporation, the number of directors
of Republic Corporation to be elected at the Annual Meeting has been established
at twenty-one. If elected, each nominee will serve until the next Annual Meeting
of Stockholders and until the election and qualification of his or her
successor. Each of the nominees named below, with the exception of Richard A.
Kraemer, is presently a director of Republic and, with the exception of Elias
Saal, was elected to such office at last year's Annual Meeting. Mr. Saal was
elected a director on July 19, 1995 at a regular meeting of the Board of
Directors of Republic Corporation.
A plurality of the votes cast at the meeting is required for the election of
directors. Neither abstentions nor broker non-votes have any effect on the
election of directors. If any nominee becomes unwilling or unable to accept
nomination or election, which is not anticipated, it is intended that the
persons acting under the proxy will vote for the election in his or her stead of
such other person as the Nominating Committee of the Board of Directors may
recommend.
Listed below are the names and ages of the nominees, the year in which each
first became a director, their principal occupations for the past five years
(including, where applicable, positions with Republic National Bank of New York
("Republic Bank"), Republic Corporation's principal subsidiary, and Republic
Bank for Savings ("RBS"), which was merged into Republic Bank on January 2,
1996) and the number of shares of Republic Corporation's Common Stock
beneficially owned by each, as of December 31, 1995.
Beneficial
Director Ownership of
Nominee and Age Since Principal Occupation Shares <F1>
Kurt Andersen . . . . . . . . 1988 Vice Chairman of the Board of Republic 37,275 shs.
51 years Bank, since June 1995, and Regional General <F2>
Manager of Republic Bank's operations
throughout the Asia Pacific region. Executive
Vice President of Republic Bank, Regional
(Far East) General Manager of Republic
Bank's Hong Kong Branch and Manager of
Republic Bank's wholly-owned subsidiary in
Singapore through June 1995. Director of
Republic Bank since 1991.
Cyril S. Dwek . . . . . . . . . 1974 Vice Chairman of the Board of Republic 64,894 shs.
59 years Bank and Vice Chairman of Republic
Corporation. Director of Republic Bank
and, formerly, of RBS.
Ernest Ginsberg . . . . . . . 1985 Vice Chairman of the Board of Republic 32,029 shs.
64 years Bank and Vice Chairman (and General <F2><F3>
Counsel until April 1994) of Republic
Corporation. Director of Republic Bank
and, formerly, of RBS.
Nathan Hasson . . . . . . . 1993 Vice Chairman of the Board and Treasurer 24,700 shs.
50 years of Republic Bank and Vice Chairman <F2><F4>
of Republic Corporation since January
1993. Director of Republic Bank and,
formerly, of RBS.
Jeffrey C. Keil . . . . . . 1978 Vice Chairman of the Board of Republic Bank 19,765 shs.
52 years and President of Republic Corporation. <F2><F5>
Director of Republic Bank and, formerly,
of RBS.
Peter Kimmelman . . . . . . 1979 A private investor. Director of Republic 2,362 shs.
51 years Bank and, formerly, of RBS. <F6>
Richard A. Kraemer . . . . ---- Chairman of the Board and Chief Executive -----
51 years Officer of Brooklyn Bancorp, Inc., corporate <F13>
parent to CrossLand Federal Savings Bank,
from August 1993 until its acquisition by
Republic Corporation in February 1996.
President, Chief Executive Officer and Chairman
of the Executive Committee of CrossLand Federal
Savings Bank from January 1992 to August 1993.
Prior to January 1992, Chairman and Chief
Executive Officer of The Bowery Savings Bank
and Home Savings of America.
(table continued on next page)
2
Beneficial
Director Ownership of
Nominee and Age Since Principal Occupation Shares <F1>
Leonard Lieberman . . . . . . 1990 A director (and Chairman, President and 750 shs.
66 years Chief Executive Officer, from January
1991 to May 1991) of Outlet Communi-
cations, Inc. Director of Republic Bank,
and of RBS from 1992 until January
1996. Also a director of various companies,
including Celestial Seasonings, Inc., Sonic
Corp., and La Petite Academy, Inc.
William C. MacMillen, Jr. . 1974 President of William C. MacMillen & Co., 6,702 shs.
82 years Inc., an investment banking firm. Also a
director of Financial Federal Corporation.
Director of Republic Bank and, formerly,
of RBS.
Peter J. Mansbach . . . . . 1994 Chairman of the Executive Committee of the 21,100 shs.
58 years Board of Directors of Republic Corporation <F2>
since July 1994, and of Republic Bank since
June 1994. Previously a partner at the law
firm of Kronish, Lieb, Weiner & Hellman.
Martin F. Mertz . . . . . . 1987 Chairman of the Executive Committee of RBS 7,500 shs.
70 years from May 1990 until January 1996. Director
of Republic Bank and, formerly, of RBS.
James L. Morice . . . . . . 1987 Partner, Mirtz Morice, Inc., a management 330 shs.
58 years consulting firm. Director of Republic Bank <F7>
and, formerly, of RBS.
E. Daniel Morris. . . . . 1993 Chairman of the Board of Republic New York 1,000 shs.
54 years Trust Company of Florida, N.A., a wholly-
owned subsidiary of Republic Corporation,
since January 1995. Prior thereto, a Director
and the Chief Executive Officer of Republic
New York Securities Corporation, Republic
Corporation's wholly-owned broker-dealer
subsidiary, from April to December 1994.
President of Corsair Capital Corporation, a
private investment bank, since October 1992,
having been a private investor for over one year
prior thereto, and President and Chief Executive
Officer of the U.S. investment banking affiliate
of Barclays Bank from January 1989 to July 1991.
Janet L. Norwood . . . . . 1992 Senior Fellow of The Urban Institute, a research 750 shs.
72 years organization in Washington, D.C., since
January 1992. Commissioner of the Bureau of
Labor Statistics of the U.S. Department of Labor
for over three years prior thereto. Director of
Republic Bank since 1992.
(table continued on next page)
3
Beneficial
Director Ownership of
Nominee and Age Since Principal Occupation Shares <F1>
John A. Pancetti . . . . . . . . 1990 Chairman of the Board and Chief Executive Officer 40,150 shs.
66 years of RBS from May 1990 until January 1996 (and <F8>
President from May 1990 to March 1991). Vice
Chairman of the Board of Republic Bank from
March 1991 until January 1996, and Vice Chairman
of Republic Corporation from April 1991 until
January 1996. Director of Republic Bank and,
formerly, of RBS.
Vito S. Portera . . . . . 1986 Vice Chairman of Republic Corporation and 25,615 shs.
53 years Vice Chairman of the Boards of Republic <F2><F9>
Bank and, formerly, of RBS. Director of
Republic Bank. Also, Chairman of the Board
of Republic International Bank of New York
(Miami), the Florida Edge Act subsidiary of
Republic Bank.
William P. Rogers . . . . . . 1989 Senior Partner, Rogers & Wells, attorneys. 30,000 shs.
82 years Director of Republic Bank.
Elias Saal . . . . . . . . . 1995 Vice Chairman of Republic Corporation since 24,000 shs.
43 years July 1995 and Vice Chairman of the Board,
since June 1995, and Chief Trading Officer,
since July 1995, of Republic Bank. Executive
Vice President of Republic Bank prior to June
1995. Director of Republic Bank since
October 1995.
Dov C. Schlein . . . . . . . . . 1987 President of Republic Bank and Vice Chair- 34,017 shs.
48 years man of Republic Corporation. Director of <F2><F10>
Republic Bank and, formerly, of RBS.
Walter H. Weiner . . . . . . . 1978 Chairman of the Board and Chief Executive 52,205 shs.
65 years Officer of Republic Bank and Republic <F2><F11><F12>
Corporation. Director of Republic Bank
and, formerly, of RBS.
Peter White . . . . . . . 1974 Senior Consultant to Republic Bank. 33,256 shs.
93 years Director of Republic Bank.
- -----------
<FN>
<F1> No nominee's ownership of shares of Common Stock exceeded one percent (1%) of the outstanding shares of such
class.
<F2> Includes 8,000 shares for Kurt Andersen, 14,950 shares for Ernest Ginsberg, 15,750 shares for Nathan Hasson,
10,000 shares for Jeffrey C. Keil, 21,000 for Peter J. Mansbach, 15,000 shares for Vito S. Portera, 19,500 shares
for Dov C. Schlein and 15,000 shares for Walter H. Weiner which were awarded pursuant to Republic
Corporation's 1985 Restricted Stock Plan and 1995 Long Term Incentive Stock Plan, and which are subject to a
substantial risk of forfeiture for various restricted periods, the latest of which expires on January 15, 2005.
<F3> Includes 17,079 shares which Mr. Ginsberg owns jointly with his wife.
<F4> Includes 8,950 shares which Mr. Hasson owns jointly with his wife.
<F5> Includes 7,065 shares allocated to the Republic New York Corporation Common Stock Fund in Mr. Keil's account
under Republic Bank's Profit Sharing and Savings Plan.
<F6> Includes 337 shares owned by Mr. Kimmelman's wife in which he disclaims any beneficial interest.
(footnotes continued on next page)
4
(footnotes continued from previous page)
<F7> Includes 30 shares owned by Mr. Morice's son in which he disclaims any beneficial interest.
<F8> Includes 40,000 shares which Mr. Pancetti owns jointly with his wife.
<F9> Includes 10,575 shares held by a trust controlled by Mr. Portera.
<F10>Includes 13,717 shares which Mr. Schlein owns jointly with his wife, and 800 shares owned by Mr. Schlein's
children, in which 800 shares Mr. Schlein disclaims any beneficial interest.
<F11>Includes 26,774 shares for Walter H. Weiner which were issued pursuant to Republic Corporation's Restricted
Stock Election Plan and which are subject to a substantial risk of forfeiture until December 31, 1997.
<F12>Includes 3,105 shares owned by a Keogh Plan pension trust of which Mr. Weiner is the beneficiary and 2,100
shares owned by Mr. Weiner's wife in which he disclaims any beneficial interest.
<F13> * Pursuant to his employment agreement, dated October 31, 1995, with Republic Corporation executed in connection
with the acquisition of Brooklyn Bancorp, Inc. by Republic Corporation, Mr. Kraemer has been nominated as a
director of Republic Corporation. Such agreement provides that Mr. Kraemer will serve as a director of Republic
Corporation (and of Republic Bank) during the duration of such agreement. The agreement, and the Agreement
and Plan of Merger, dated September 23, 1995, each also provides that Mr. Kraemer be named a Vice Chairman of
Republic Corporation and Republic Bank. Accordingly, at a regular meeting of the Board of Directors of Republic
Bank held on March 6, 1996, Mr. Kraemer was appointed a Vice Chairman of the Board and at a regular meeting
of the Board of Directors of Republic Corporation to be held on April 17, 1996, Mr. Kraemer will be appointed a
Vice Chairman.
</FN>
As of December 31, 1995, all nominees as a group beneficially owned 458,400
shares of Republic Corporation's Common Stock or approximately .8% of the
outstanding shares.
For certain information concerning business relationships and transactions
between Republic Corporation, its subsidiaries and affiliates and certain
nominees, see "Transactions with Management and Related Persons" below.
Section 16 Filings. All Forms 3, 4 and 5 were filed in a timely fashion and in
compliance with the applicable securities laws and regulatory requirements, with
the exception of the Form 4 filed in February 1996 by Ernest Ginsberg for the
non-exempt portion of the sale of shares received upon exercise of stock options
in November 1995, and the Form 3 filed in February 1996 by a trust controlled by
Vito S. Portera to report the acquisition of shares Mr. Portera received upon
the exercise of stock options in December 1995.
Directors' Committees
The Board of Directors of Republic Corporation has established Audit, Community
Reinvestment Act, Credit Review, Employee Compensation and Benefits, Executive,
Finance, Investment, Nominating, Public Responsibility and Risk Assessment
Committees.
The Audit Committee of the Board of Directors of Republic Corporation,
consisting of Peter Kimmelman, Leonard Lieberman, William C. MacMillen, Jr.
(Chairman), Janet L. Norwood and William P. Rogers, recommends the selection of
the independent auditors, reviews the plan for the current year's audit and the
results of the prior year's audit, approves the non-audit professional services
provided by such auditors, and
5
reviews and supervises the scope and adequacy of
Republic Corporation's internal audit and internal accounting controls. No
member of the Committee is an officer or employee of Republic Corporation.
During 1995, the Audit Committee held six meetings and took action twice by
Unanimous Written Consent.
The Community Reinvestment Act Committee, consisting of Martin F. Mertz, James
L. Morice (Chairman), John A. Pancetti, Walter H. Weiner and Peter White, is
responsible for, and coordinates at the holding company level, the Community
Reinvestment Act activities of Republic Bank, including the review and
supervision of Republic Corporation's compliance with the respective Community
Reinvestment Acts of the federal government and the State of New York. During
1995, the Community Reinvestment Act Committee held nine meetings.
The Credit Review Committee, consisting of Peter Kimmelman (Chairman), Leonard
Lieberman, William C. MacMillen, Jr., E. Daniel Morris, Janet L. Norwood, John
A. Pancetti, Walter H. Weiner and Peter White, reviews and monitors Republic
Corporation's Credit Policy Statement and the net debit cap levels. During
1995, the Credit Review Committee held eight meetings.
The Employee Compensation and Benefits Committee, composed of three outside
directors, Peter Kimmelman, Leonard Lieberman and James L. Morice (Chairman),
oversees the compensation for officers and employees of Republic Corporation
and its subsidiaries. The Committee considers and recommends to the Board of
Directors compensation plans and benefit programs in which officers and
employees of Republic Corporation and its subsidiaries are eligible to
participate and administers such plans and programs, with the authority to grant
any awards or benefits thereunder. During 1995, the Employee Compensation and
Benefits Committee held thirteen meetings.
The Executive Committee, consisting of Jeffrey C. Keil, Peter Kimmelman, William
C. MacMillen, Jr., Peter J. Mansbach (Chairman), Dov C. Schlein and Walter H.
Weiner, meets, when necessary, between meetings of the Board of Directors with
the authority to exercise all the powers of the Board of Directors to the extent
permitted by law and Republic Corporation's By-Laws. During 1995, the Executive
Committee held five meetings and took action six times by Unanimous Written
Consent.
The Finance Committee, consisting of Jeffrey C. Keil (Chairman), E. Daniel
Morris, Dov C. Schlein and Walter H. Weiner, is charged with monitoring the
capital adequacy of Republic Corporation and developing and supervising programs
to fund the capital requirements of Republic Corporation and its subsidiaries
and recommending to the Board of Directors the means necessary to carry out such
programs. Pursuant to delegated authority from the Board of Directors, the
Finance Committee establishes the price and related terms of certain securities
publicly offered by Republic Corporation. During 1995, the Finance Committee did
not hold any meetings but instead took action once by Unanimous Written Consent.
The Investment Committee, consisting of Peter Kimmelman, Leonard Lieberman
(Chairman), E. Daniel Morris, Janet L. Norwood and John A. Pancetti, and
Messrs. Hasson and Keil as ex-officio members, authorizes and supervises
Republic Corporation's investments in securities and other property.
During 1995, the Investment Committee held ten meetings.
The Nominating Committee consists of E. Daniel Morris, Dov C. Schlein and Walter
H. Weiner (Chairman). Its principal function is to consider and propose to the
Board of Directors a slate of nominees
6
for election to the Board of Directors
each year at the Annual Meeting of Stockholders. Such Committee will consider
candidates suggested by stockholders by a letter directed to the Corporate
Secretary of Republic Corporation. The Nominating Committee acted by consent in
February 1996 to recommend the slate of nominees presented to the 1996 Annual
Meeting of Stockholders.
The Public Responsibility Committee consists of Ernest Ginsberg, Leonard
Lieberman, William P. Rogers (Chairman), and Walter H. Weiner. This Committee
assists Republic Corporation in endeavoring to maintain the highest legal and
ethical standards as well as assists in evaluating other aspects of Republic
Corporation's activities and proposed activities in relation to its overall
public responsibility and public image. During 1995, the Public Responsibility
Committee held three meetings.
The Risk Assessment Committee consists of Peter Kimmelman, Leonard Lieberman,
William C. MacMillen, Jr., E. Daniel Morris, Janet L. Norwood (Chairwoman) and
William P. Rogers, with Messrs. Portera, Schlein and Weiner as ex-officio
members. The Committee, established in July 1993, was created to identify,
measure and monitor risk relating to all activities of, and products offered by,
Republic Corporation, including evaluating the methodology employed by
management in determining the nature of risk inherent in a particular activity
or product. During 1995, the Risk Assessment Committee held ten meetings.
During 1995, Republic Corporation's Board of Directors held six meetings. With
the exception of Mr. Andersen and Mr. Rogers, each director attended 75 percent
or more of the aggregate number of meetings held during 1995 of the Board of
Directors of Republic Corporation and the committees thereof, if any, on which
he or she served.
7
Compensation of Directors and Executive Officers
Directors Compensation
Directors of Republic Corporation who are also officers of Republic Corporation
or any of its subsidiaries do not receive compensation for their services as
directors.
Other directors of Republic Corporation, who are not officers of Republic
Corporation or any of its subsidiaries and who are not otherwise compensated
through additional arrangements with any such entities, generally are paid a
quarterly retainer of $1,500 to attend directors' meetings of Republic
Corporation and $500 for each meeting they attend of the Board and $400 for each
meeting they attend of a committee of the Board of which they are a member
(except that the Chairman of a committee receives an attendance fee of $750).
Other directors of Republic Corporation, who are not officers of Republic
Corporation or any of its subsidiaries and who are otherwise compensated through
additional arrangements with any such entities, generally are paid a quarterly
retainer of $800 to attend directors' meetings of Republic Corporation and $300
for each meeting they attend of the Board and $250 for each meeting they attend
of a committee of the Board of which they are a member (except that the Chairman
of a committee receives an attendance fee of $400).
For the fiscal year ended December 31, 1995, directors of Republic Corporation
who were not officers received retainer and meeting fees from Republic
Corporation aggregating $107,700. In addition, in connection with services
provided as a director, consulting fees were paid in 1995 to Janet L. Norwood in
the amount of $50,000 and Peter White in the amount of $58,700.
In lieu of directors' fees, William P. Rogers received an aggregate of $150,000
for the fiscal year ended December 31, 1995 as compensation for serving as a
director of Republic Corporation as well as for serving as a director of and a
senior consultant to Republic Bank.
Executive Compensation
Compensation Committee Report
Responsibilities and Composition of the Committee. The Employee Compensation and
Benefits Committee of the Board of Directors of Republic Corporation (the
"Compensation Committee") reviews and approves the compensation levels for
Republic Corporation's executive officers and oversees and administers Republic
Corporation's compensation and benefits programs. All the members of the
Compensation Committee are independent, non-employee directors who are not
eligible to participate in the programs that the Committee oversees. The
following report describes the actions of the Committee regarding compensation
paid to the Chief Executive Officer and the named executive officers for 1995.
Compensation Policies and Strategy. The main components of total compensation
for Republic Corporation's executive officers are base salary and annual
incentive awards. A portion of the annual incentive awards may be awarded in the
form of restricted stock. Republic Corporation has a policy of maintaining base
salaries for executive officers at a constant level and using annual incentive
awards to
8
reflect each executive officer's contribution to Republic
Corporation's performance. A factor in determining total executive officer
compensation in recent years has been Republic Corporation's increased
efforts to improve operating efficiencies and reduce expenses.
Republic Corporation established a practice of linking executive compensation to
corporate performance long before the current widespread application of the
concept. Since 1980, when Walter H. Weiner became Chief Executive Officer,
Republic Corporation has developed an overall compensation strategy that
provides for the determination of a significant portion of executive officer
compensation in relation to Republic Corporation's performance as measured by
the increase in its fully diluted earnings per common share ("earnings per
share") for the year over a base year of 1979, adjusted for stock splits. This
strategy has been incorporated into the awards granted to the Chief Executive
Officer and the named executive officers under the 1994 Performance Based
Incentive Compensation Plan (the "Performance Based Plan"), discussed below. The
Compensation Committee believes that an increase in earnings per share is a more
accurate measure of executive performance than an increase in cumulative total
shareholder return (see the stock performance graphs on pages 16 and 18 of this
Proxy Statement). Management has a more direct impact on earnings, by being able
to increase productivity and control expenses, than it does on shareholder
return, which is also subject to changes in market conditions that are beyond
management's control.
During 1995, Republic Corporation launched an intensive corporate-wide review of
its operations, called "Project Excellence Plus", to strengthen its customer
focus and to improve productivity and operating efficiency. The implementation
phase of this Project began in the second quarter of 1995, when a one-time
restructuring charge was taken which contributed to reduced earnings per share
for the year. For executive officers and management, in general, this resulted
in lower cash incentive awards for 1995 as compared to 1994. Also, at the time
of the implementation of such Project, the Chief Executive Officer and the named
executive officers each voluntarily reduced their annual base salaries by
$20,000.
Stock Performance Graphs. The five-year comparative stock performance graph on
page 16 is included as required by Securities and Exchange Commission rules. As
explained in the preceding section, the Compensation Committee believes that
executive compensation should be related to earnings per share rather than to
cumulative total return, and that cumulative total return over five years is not
necessarily a meaningful indicator of management's performance.
Because Republic Corporation's compensation policies are designed to encourage
executive officers to manage for the long-term rather than the short-term, the
Compensation Committee's view is that the graph on page 18 of the twenty-five
year comparative stock performance presents a more meaningful picture of the
relationship between Republic Corporation's management philosophy and its
stock's market performance than does the five-year graph.
Performance Based Plan. As noted above, Republic Corporation's established
strategy of linking a significant portion of executive officer compensation to
the increase in its earnings per share was incorporated into the Performance
Based Plan. The Performance Based Plan was adopted by the Board of Directors and
approved by the stockholders in 1994 and complies with Section 162(m) of the
Internal Revenue Code governing the deductibility of annual executive officer
compensation in excess of $1 million. In addition to adopting the Plan, Republic
Corporation has entered into agreements with its executive officers to defer
future annual compensation in excess of the $1 million limitation, should it
become necessary to do so.
9
Prior to the beginning of each Plan Year, the Compensation Committee considers
awards for the Chief Executive Officer and the other executive officers. The
Committee determines who will participate in the Plan for the upcoming year, the
Base Year (which may not be prior to 1979) and the notional number of shares
("Award Multiple") of Republic Corporation's Common Stock to be used solely for
the purpose of calculating the maximum amount payable to each participant
("Award"). Following the completion of the Plan Year, the maximum amount payable
to each participant is determined by multiplying (i) the amount by which the
earnings per share for the Plan Year (adjusted to eliminate the effect of
amounts paid or accrued with respect to any Award) exceeds the earnings per
share for the Base Year (adjusted as is necessary to preserve inter-period
comparability between earnings per share for the Base Year and the Plan Year for
any Award), by (ii) the Award Multiple for each participant. The Committee has
the discretion to reduce the amount payable pursuant to such Awards and to
distribute a portion of the final amount payable in the form of Restricted
Stock.
Chief Executive Officer's Compensation for 1995. Since becoming Chief Executive
Officer of Republic Corporation in January 1980, Mr. Weiner's base salary has
not been increased and his annual bonus has been related to the amount by which
the earnings per share for the year exceeds the earnings per share for the base
year of 1979, multiplied by an attributed notional amount of shares used solely
for the purpose of calculating Mr. Weiner's bonus. This method of determining
Mr. Weiner's annual bonus was originally based on certain provisions that
existed in his employment agreement, which expired by its terms on December 31,
1989. For 1995, the Compensation Committee granted Mr. Weiner an award under the
Performance Based Plan which effectively continued this arrangement. Pursuant to
such award, Mr. Weiner was eligible to receive a performance-based bonus
determined by multiplying $3.37 (the amount by which the earnings per share for
1995 exceeded the earnings per share in 1979, as adjusted pursuant to the
Performance Based Plan) by 236,250 (the notional amount of shares awarded by the
Committee). This notional amount of shares is based on the amount that was used
in the formula under Mr. Weiner's original employment agreement and reflects all
stock splits since the 1979 base year.
For 1995, the Compensation Committee took into account Republic Corporation's
continuing efforts to control expenses in certifying Mr. Weiner's bonus pursuant
to the Performance Based Plan in the amount of $755,000, which was less than the
amount called for by the Plan formula.
In considering Mr. Weiner's performance in 1995, the Compensation Committee also
awarded him 3,000 shares of Restricted Stock pursuant to the terms of the
Corporation's 1995 Long Term Incentive Stock Plan. The decision to grant these
shares was based on the Committee's subjective evaluation of Mr. Weiner's
contribution toward Republic Corporation's success in improving operating
efficiencies, reducing expenses and taking advantage of appropriate business
opportunities in 1995. Because of Republic Corporation's continuing efforts to
control expenses, the amount of shares awarded to Mr. Weiner for 1995 was less
than the amount awarded to him for 1994.
Named Executive Officers' Compensation for 1995. The Performance Based Plan also
provides for the determination of the maximum amount of the performance-based
bonus compensation of the named executive officers. By using the increase in
earnings per share as the basis of determining this portion of the incentive
compensation for such executive officers, Republic Corporation is giving
recognition to the fact that the management is shared by the Chief Executive
Officer and the named executive officers as a team and, therefore, the
performance of Republic Corporation, as measured by the increase in earnings per
share, reflects the joint efforts of the group. Accordingly, each executive
officer's award under
10
the Performance Based Plan reflects such officer's
responsibilities in relation to those of the Chief Executive
Officer and to the overall management of Republic Corporation.
For 1995, the Compensation Committee set a different Award Multiple for each of
the named executive officers which took into consideration each such
relationship, which was then multiplied by the increase in earnings per share in
1995 over the base year established by the Committee (i.e., 1979) to determine
the maximum amount payable to each such officer pursuant to the Plan. The final
bonus payments which the Compensation Committee certified for such executive
officers for 1995 pursuant to the Performance Based Plan resulted in an overall
reduction from the amounts called for by the Plan formula.
The Committee considered the recommendations of the Chief Executive Officer in
deciding to grant supplemental cash bonuses to Messrs. Keil and Portera and to
award shares of Restricted Stock to Messrs. Keil and Schlein pursuant to the
1995 Long Term Incentive Stock Plan. The decision to grant such awards was based
on the subjective evaluation by the Chief Executive Officer and the Compensation
Committee of such officers' individual performances in 1995. Because of Republic
Corporation's continuing efforts to control expenses, the amount of shares
awarded to Messrs. Keil and Schlein for 1995 was less than the amounts awarded
to them for 1994.
Conclusion. Through the programs described above, a significant portion of
Republic Corporation's executive officer compensation is based on corporate
performance and an evaluation of the results of each officer's individual
performance. For 1995, approximately 75% of the compensation of the Chief
Executive Officer and the other named executive officers consisted of these
variable performance-related elements. The Compensation Committee intends to
continue its policy of relating executive compensation to corporate performance,
as measured by the increase in earnings per share, as well as to individual
performance.
Taking into account Republic Corporation's continuing efforts to control
expenses, the Compensation Committee determined that it was appropriate that Mr.
Weiner's and the other executive officers' total compensation be decreased for
1995 compared to 1994 levels. Thus, while earnings per share decreased by
approximately 18% in 1995, primarily due to the one-time charge taken against
earnings in the second quarter in connection with Project Excellence Plus, Mr.
Weiner's total compensation for 1995 decreased approximately 24% from 1994
levels and the other named executive officers' aggregate total compensation for
1995 decreased approximately 23% from 1994 levels. A portion of such decrease in
total compensation for 1995 is attributable to the above-mentioned voluntary
salary reductions of $20,000 taken on an annualized basis by the Chief Executive
Officer and each of the named executive officers.
JAMES L. MORICE, Chairman
PETER KIMMELMAN
LEONARD LIEBERMAN
11
Summary Compensation Table
The following table sets forth the cash and noncash compensation for each of the
last three fiscal years awarded to or earned by the Chief Executive Officer and
the four other most highly compensated executive officers of Republic
Corporation.
Long Term
Annual Compensation Compensation
Restricted Stock All Other
Name and Principal Position Year Salary ($)<F1>Bonus($) Awards ($)<F2><F3><F4> Compensation ($)<F5>
- --------------------------- ---- ---------- --------- ------------------ ------------------
Walter H. Weiner 1995 207,673 755,000 176,250 5,725
Chairman of the Board and 1994 220,750 1,035,000 240,625 7,763
Chief Executive Officer of 1993 220,750 1,255,000 239,375 7,763
Republic Corporation and
of Republic Bank
Jeffrey C. Keil 1995 206,923 755,000 176,250 5,725
President of Republic Cor- 1994 220,000 1,035,000 240,625 7,763
poration and Vice Chair- 1993 220,000 1,388,000 239,375 7,763
man of the Board of
Republic Bank
Dov C. Schlein 1995 186,923 570,000 135,125 5,725
Vice Chairman of Republic 1994 200,000 730,000 240,625 7,763
Corporation and President 1993 200,000 850,000 239,375 7,763
of Republic Bank
Cyril S. Dwek 1995 236,923 515,000 ------- 5,725
Vice Chairman of Republic 1994 250,000 700,000 ------- 7,763
Corporation and Vice 1993 200,000 775,000 ------- 7,763
Chairman of the Board
of Republic Bank
Vito S. Portera 1995 286,923 465,000 ------- 5,725
Vice Chairman of Republic 1994 300,000 450,000 192,500 7,763
Corporation and Vice 1993 300,000 550,000 191,500 7,763
Chairman of the Boards
of Republic Bank and,
formerly, of RBS
- -----------------------
<FN>
<F1> The amounts of base salary represent the dollar value earned by the named
executive officers during the last three fiscal years. During the second
quarter of 1995, voluntary salary reductions at an annual rate of $20,000
each were taken by such officers.
(footnotes continued on next page)
12
(footnotes continued from previous page)
<F2> Awards of restricted stock for performance in 1995 were made, on March 20,
1996, pursuant to the terms of Republic Corporation's 1995 Long Term
Incentive Stock Plan to Mr. Weiner (3,000 restricted shares), Mr. Keil
(3,000 restricted shares) and Mr. Schlein (2,300 restricted shares). Awards
of restricted stock for performance in 1993 and 1994 were made, on May 17,
1994 and March 6, 1995, respectively, pursuant to the terms of Republic
Corporation's 1985 Restricted Stock Plan to Messrs. Weiner, Keil, Schlein
and Portera. For 1994, a portion of Mr. Schlein's and Mr. Portera's
restricted stock award constituted part of their Performance Based Plan
compensation for such year. The value of each restricted stock award was
calculated by multiplying the closing market price of Republic
Corporation's Common Stock on the date of the award by the number of shares
awarded.
<F3> As of December 31, 1995, Mr. Weiner owned an aggregate of 15,000 restricted
shares (5,000 of which were awarded for 1994 performance and 5,000 of which
were awarded for 1993 performance), Mr. Keil owned an aggregate of 10,000
restricted shares (5,000 of which were awarded for 1994 performance and
5,000 of which were awarded for 1993 performance), Mr. Schlein owned an
aggregate of 19,500 restricted shares (including 5,000 shares awarded for
1994 performance and 5,000 shares awarded for 1993 performance), and Mr.
Portera owned an aggregate of 15,000 restricted (of which 4,000 shares were
awarded for 1994 performance and 4,000 shares were awarded for 1993
performance). At December 31, 1995, such shares of restricted stock held by
Messrs. Weiner, Keil, Schlein and Portera had an aggregate value of
$931,875, $621,250, $1,211,438, and $931,875, respectively.
<F4> Pursuant to the terms of Republic Corporation's 1985 Restricted Stock Plan,
which expired as of December 31, 1995, participants in such Plan received
all dividends paid on their shares of restricted stock or were given the
option by the Compensation Committee to elect to receive additional
restricted shares in lieu of such dividend payments. Under the 1995 Long
Term Incentive Stock Plan, participants will continue to receive all
dividends paid on their restricted shares, or may be given the option by
the Compensation Committee to elect to receive additional restricted shares
in lieu of such dividend payments.
<F5> The compensation reported represents the amount of the annual company
allocations under the Profit Sharing and Savings Plan. Each executive
officer is fully vested in such amounts under the Plan.
</FN>
Aggregate Fiscal Year-End Option Values
The following table sets forth the value of any options exercised during 1995,
and unexercised options held, by executive officers named in the Summary
Compensation Table at December 31, 1995:
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Fiscal Year End (#) at Fiscal Year End ($)
Shares Acquired Value
Name on Exercise (#) Realized ($)* Exercisable/Unexercisable Exercisable/Unexercisable
Dov C. Schlein 22,500 $ 845,616 -0- -0- -0- -0-
Vito S. Portera 11,250 438,671 -0- -0- -0- -0-
- ---------------------
<FN>
* Such options were granted at the market price on January 15, 1986 (the date
of grant) pursuant to Republic Corporation's 1985 Incentive Stock Option
Plan and 1985 Stock Option Plan. They became exercisable on January 15,
1991 and ceased to be exercisable as to all or any part thereof on January
15, 1996.
</FN>
13
Pension Plan
The following table sets forth the estimated annual benefits payable upon
retirement at age 65 in 1996 pursuant to Republic Bank's Retirement Plan (which
is a defined benefit plan) in relation to specified classifications of average
base salary for the highest paid five consecutive years during the last ten
years of employment (excluding bonuses, overtime and other adjustments to base
salary) and years of creditable service:
Average Annual Salary
for Five Highest Paid Years of Service
Consecutive Years
During Last Ten Years 15*<F1> 20*<F1> 25*<F1> 30*<F1> 35*<F1>
$125,000 . . . . . . . . . . . . . $ 29,807 $ 39,742 $ 49,678 $ 59,614 $ 62,739
150,000 . . . . . . . . . . . . . 36,182 48,242 60,303 72,364 76,114
175,000 ** <F2> . . . . . . . . 36,182 48,242 60,303 72,364 76,114
200,000 ** <F2> . . . . . . . . 36,182 48,242 60,303 72,364 76,114
225,000 ** <F2> . . . . . . . . 36,182 48,242 60,303 72,364 76,114
250,000 ** <F2> . . . . . . . . 36,182 48,242 60,303 72,364 76,114
300,000 ** <F2> . . . . . . . . 36,182 48,242 60,303 72,364 76,114
400,000 ** <F2> . . . . . . . . 36,182 48,242 60,303 72,364 76,114
450,000 ** <F2> . . . . . . . . 36,182 48,242 60,303 72,364 76,114
500,000 ** <F2> . . . . . . . . 36,182 48,242 60,030 72,364 76,114
- -----------
<FN>
<F1>* During 1996, the maximum annual benefit as a result of the Tax Reform Act of 1986 is $120,000.
<F2>** These figures have been limited by the annual compensation cap of $150,000 in 1996 resulting from the
Omnibus Budget and Reconciliation Act of 1993.
</FN>
The amounts in the foregoing table do not reflect various survivorship options
which participants may elect under the Retirement Plan and, depending on the
survivorship arrangement chosen, such amounts could be substantially reduced.
The following table presents (a) the credited years of service pursuant to the
Retirement Plan and (b) the current remuneration covered by the Plan (i.e., base
salary) for each of the five most highly compensated executive officers of
Republic Corporation.
Credited Years Covered By
Name of Service Retirement Plan (1)
Walter H. Weiner . . . . . . . . 16 $200,750
Jeffrey C. Keil . . . . . . . . 21 200,000
Dov C. Schlein . . . . . . . . . 19 180,000
Cyril S. Dwek . . . . . . . . . . 30 230,000
Vito S. Portera . . . . . . . . . 27 280,000
<FN>
(1) Such amounts are subject to an annual compensation cap of $150,000 for 1996 in accordance with the Omnibus
Budget and Reconciliation Act of 1993.
</FN>
14
Benefits under the Retirement Plan are based on the participant's base salary
(which does not include bonuses, expense allowances, profit sharing
contributions, fees, overtime and other special payments) and length of
employment. The Retirement Plan provides that, in general, the normal benefit to
which a participant is entitled at or after age 65 or after completion of at
least 30 years of service is an annual amount equal to 1.2% of average annual
compensation (as defined) up to covered compensation (as defined) plus 1.7% of
average annual compensation in excess of covered compensation, times years of
service up to 30, plus .5% of average annual compensation times the number of
years of service in excess of 30 years of service. For purposes of the Plan,
average annual compensation means the participant's average compensation during
the participant's highest paid five consecutive years of employment during the
participant's last ten years of employment and covered compensation means the
average of the Social Security wage bases for the 35 years ending with the
participant's Social Security retirement age (which is between ages 65 and 67
depending on the year the participant was born). For example, the covered
compensation amount for a participant attaining age 65 in 1996 is $27,576.
Employment Agreements
Vito S. Portera, a director and executive officer of Republic Corporation, has
an employment agreement with Republic Corporation and Republic Bank dated as of
May 27, 1988, as amended March 7, 1989. The agreement provides for a base annual
salary of $300,000 ($100,000 of which is for Mr. Portera's continuing service as
Chairman of the Board of Republic International Bank of New York (Miami),
Republic Bank's Miami, Florida Edge Act subsidiary) and an annual bonus of not
less than $200,000. For the fiscal year ended December 31, 1995, Mr. Portera
received a cash bonus of $465,000 (which amount is included in the Summary
Compensation Table above). At the time he entered into his agreement, Mr.
Portera received a twenty-three year residential first mortgage loan from
Republic Corporation to finance the purchase of his relocated residence in New
York State in the amount of $1,000,000 at an annual interest rate of 10% with
principal payments commencing in the ninth year. As of December 31, 1995, the
outstanding principal amount of Mr. Portera's mortgage had been reduced to
$482,025. Also, effective February 1994, Republic Corporation and Mr. Portera
agreed to a modification of the rate payable on the mortgage to 6.125%,
adjustable every three years until maturity on May 1, 2023.
Mr. Portera's agreement provides that its term will be automatically extended
for three successive annual terms unless (i) Republic Corporation and Republic
Bank elect not to extend Mr. Portera's employment for a successive term upon at
least one year's written notice given prior to the commencement of such
successive annual term or (ii) Mr. Portera elects not to extend his employment
for a successive term upon at least six months' written notice given prior to
the commencement of such successive annual term. In accordance with such
provision, the term of Mr. Portera's agreement has been extended until December
31, 1996.
15
Five-Year Comparative Stock Performance
The following graph compares the cumulative total shareholder return on the
Common Stock of Republic Corporation for the last five fiscal years with the
cumulative total return on the Standard & Poor's 500 Stock Index and the
Standard & Poor's Money Center Bank Index over the same period (assuming the
investment of $100 in the Common Stock of Republic Corporation, the S&P 500 and
the S&P Money Center Banks on December 31, 1990, and reinvestment of all
dividends).
[GRAPH - Comparison of Five-Year Cumulative Total Return Among Republic
New York Corporation, S&P 500 Stock Index and S&P Money Center Banks Index -
has been omitted. The information set forth in such graph is found in the
table "Comparison of Five-Year Cumulative Total Return..." below.]
Comparison of Five-Year Cumulative Total Return
Among Republic New York Corporation, S&P 500 Stock Index and S&P
Money Center Banks Index
Measurement Period Republic Corporation S&P Money Center Banks
(Fiscal Year Covered) (formerly Republic Bank) S&P 500 Index (formerly S&P Banks NYC)
Measurement Point:
12/31/90 $ 100 $ 100 $ 100
FYE 12/31/91 146 130 146
FYE 12/31/92 149 140 198
FYE 12/31/93 151 154 244
FYE 12/31/94 151 156 238
FYE 12/31/95 212 214 387
16
Twenty-Five Year Comparative Stock Performance
Generally, Republic Corporation's Common Stock is viewed as a long-term
investment. The following table of the values at the relevant year end
accompanies the graph on the next page to provide a comparison of the cumulative
total shareholder return on the Common Stock of Republic Corporation, since its
issuance in July 1974 (when Republic Corporation became the holding company for
Republic Bank) and prior thereto on the Common Stock of Republic Bank, since
1970, with the cumulative total return on the Standard & Poor's 500 Stock Index
and the Standard & Poor's Money Center Bank Index (the Standard & Poor's Banks
New York City Index prior to April 1987) over the same period (assuming the
investment of $100 in the Common Stock of Republic Corporation's predecessor,
Republic Bank, the S&P 500 and the S&P Money Center Banks' predecessor, the S&P
Banks New York City, on December 31, 1970, and reinvestment of all dividends as
indicated below the graph).
Measurement Period Republic Corporation S&P Money Center Banks
(Fiscal Year Covered) (formerly Republic Bank) S&P 500 Index (formerly S&P Banks NYC)
Measurement Point:
12/31/70 $ 100 $ 100 $ 100
FYE 12/31/71 102 114 113
FYE 12/31/72 187 136 147
FYE 12/31/73 107 116 166
FYE 12/31/74 66 86 112
FYE 12/31/75 74 118 123
FYE 12/31/76 109 145 146
FYE 12/31/77 109 135 121
FYE 12/31/78 152 144 131
FYE 12/31/79 176 170 147
FYE 12/31/80 434 225 176
FYE 12/31/81 556 214 202
FYE 12/31/82 583 260 252
FYE 12/31/83 581 318 282
FYE 12/31/84 657 338 329
FYE 12/31/85 875 443 483
FYE 12/31/86 1,514 525 560
FYE 12/31/87 1,201 553 412
FYE 12/31/88 1,189 644 544
FYE 12/31/89 1,461 845 667
FYE 12/31/90 1,451 820 460
FYE 12/31/91 2,104 1,067 672
FYE 12/31/92 2,160 1,148 913
FYE 12/31/93 2,196 1,262 1,123
FYE 12/31/94 2,188 1,279 1,096
FYE 12/31/95 3,076 1,755 1,781
17
[GRAPH - Comparison of Twenty-Five Year Cumulative Total Return Among Republic
New York Corporation, S&P 500 Stock Index and S&P Money Center Banks Index -
has been omitted. The information set forth in such graph is found in the
table "Comparison of Twenty-Five Year Cumulative Total Return..." above.]
18
Transactions with Management
and Related Persons
During 1995, certain directors and executive officers of Republic Corporation or
persons related to them were customers of, and had transactions with, Republic
Corporation and its subsidiaries, including Republic Bank and RBS, in the
ordinary course of business; additional transactions may be expected to take
place in the ordinary course of business in the future. In most cases, all such
outstanding loans and commitments were made upon substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and did not involve more than normal
risks of collectibility or present other unfavorable features. In addition,
Republic Corporation carries mortgage loans made to three executive officers
(all of whom are also directors of Republic Corporation), outstanding in the
aggregate principal amount of $2,808,783 as of December 31, 1995. Such loans
were made at more favorable effective rates, including the waiver of "points",
than were available to customers of Republic Bank and RBS generally, although no
more favorable than the terms available to other employees of Republic
Corporation and its subsidiaries who are not executive officers.
Safra Republic Holdings S.A. ("Safra Republic"), a Luxembourg holding company
established by Republic Corporation in 1988, owns five European banks; its stock
is held, as of December 31, 1995, by Republic Bank (49.2%), by Saban S.A.
("Saban"), a Panamanian corporation wholly-owned by Edmond J. Safra (20.9%), and
by international investors (29.9%). Safra Republic and Republic Bank, although
independently managed, cooperate closely and have formulated their policies
based on certain common principles. Each of Safra Republic's banks and Republic
Bank also acts as principal correspondent bank to each other's respective
locations around the world. At December 31, 1995, Safra Republic had total
assets of $15.7 billion, total deposits of $11.3 billion and total stockholders'
equity of approximately $1.5 billion.
In addition, Republic National Bank of New York (Suisse) S.A. ("RNB Suisse"),
the Geneva-based banking subsidiary of Safra Republic and an affiliate of
Republic Bank, leases office space in various locations in Geneva, Switzerland
for use in its banking business from Edmond J. Safra and several real estate
companies owned by Mr. Safra. Such transactions involved aggregate rental
payments for 1995 of approximately $9,130,000. The rents pursuant to all such
leases are based on independent appraisals of the fair rental value of such
properties. Such transactions were conducted in the normal course of business on
substantially the same terms as those prevailing for comparable transactions
with other persons and do not involve more than the normal risk of
collectibility nor present other unfavorable features.
Messrs. Dwek, Keil and Weiner, who are directors and executive officers of
Republic Corporation and Republic Bank, are also directors of Safra Republic.
Accordingly, situations will arise from time to time in which potential
conflicts of interest could arise for such persons. In addition, the nature of
the businesses of Safra Republic's banks and Republic Bank is such that
competing interests among such companies may also arise with respect to, among
other things, areas of business in which such companies compete, business
dealings among such companies, the election of directors, issuances of capital
stock, declaration of dividends and similar corporate matters, corporate
opportunities in which such companies have an interest and other matters
involving the use of Republic Bank's trade name and trademarks and Republic
Bank's legal and regulatory status.
19
There are no agreements or arrangements that restrict or otherwise govern
competition between the two organizations in markets where both are entitled or
wish to act, nor is either of them obligated to advise the other of particular
business opportunities. All business transactions between Safra Republic's banks
and Republic Bank are conducted on an arm's-length basis, and it is their
intention to resolve all such conflicts described above consistent with each
organization's responsibilities to its shareholders.
As of December 31, 1995, approximately 27.1% of Republic Corporation's Common
Stock was beneficially owned, through three wholly-owned corporations, by Edmond
J. Safra. See "Ownership of Voting Securities -- Certain Beneficial Owners"
below. Mr. Safra, in addition to being the principal stockholder of Republic
Corporation, is Honorary Chairman of the Boards of Directors of Republic
Corporation and Republic Bank. Mr. Safra is also Chairman of the Board of Safra
Republic and of RNB Suisse. As Chairman of the Board of RNB Suisse, Mr. Safra
earned approximately $866,000 during 1995 for services performed for RNB Suisse.
The advice of Mr. Safra, as Republic Corporation's principal stockholder, is
often sought by Republic Corporation with respect to major policy decisions and
other significant matters.
In addition, Republic Corporation and its subsidiaries, principally Republic
Bank and its subsidiaries, have a broad range of business relationships with
Banco Safra, a Brazilian banking corporation, and its United States national
bank subsidiary, Safra National Bank of New York, and Banque Safra-Luxembourg
S.A., a Luxembourg banking corporation, all of which are associated through
family members with Edmond J. Safra. Such relationships include credit
transactions, deposit relationships, foreign exchange dealings, precious metals
dealings, and securities clearing transactions and custodial services. Such
transactions have been conducted in the normal course of Republic Corporation's
business on substantially the same terms as those prevailing for comparable
transactions with other customers or suppliers and have not involved more than
normal risks of collectibility or any other unfavorable features.
Richard A. Kraemer, a nominee for director of Republic Corporation, has an
employment agreement with Republic Corporation entered into in connection with
Republic Corporation's acquisition of Brooklyn Bancorp, Inc., pursuant to which
he has been appointed Vice Chairman of the Board of Republic Bank and will be
appointed Vice Chairman of Republic Corporation. The agreement provides for an
employment period of three years, commencing February 29, 1996, a base annual
salary of $200,000 and an annual bonus of at least $450,000 per year (prorated
in case of any partial fiscal year during the employment period). Mr. Kraemer
will be entitled to the usual employee benefits, including participation in all
incentive, savings and retirement plans, as well as additional personal benefits
commensurate with his position, including the use of an automobile and club
memberships. The agreement may be terminated upon thirty days' notice by either
party. If Mr. Kraemer terminates his employment on or prior to the first
anniversary of his employment, Republic Corporation will have no obligation to
pay further salary or bonus subsequent to termination; however, if the agreement
is terminated by Republic Corporation at any time during the employment period,
or by either party after the first anniversary date, Republic Corporation will
continue to pay Mr. Kraemer his base salary and bonus, together with any
employee benefits to which Mr. Kraemer would otherwise be entitled but for the
termination, through the end of the employment period.
20
Ownership of Voting Securities
Certain Beneficial Owners
Set forth below is certain information as of December 31, 1995 as to the persons
who own beneficially, or are known by Republic Corporation to own beneficially,
more than five percent of the outstanding Common Stock of Republic Corporation.
Amount and Nature Percent
Name and Address of Beneficial Ownership of Class
Edmond J. Safra . . . . . 15,258,812 (a)<F1> 27.1 %
2, Place du Lac
Geneva, Switzerland
Travelers Group Inc. . . . . . 3,021,103 (b)<F2> 5.4 %
388 Greenwich Street
New York, NY 10013
- -------------------
<FN>
<F1> Mr. Safra is the principal stockholder of Republic Corporation through his
ownership of all the outstanding shares of Saban, which owns 15,229,036
shares of Republic Corporation (including 14,699,958 shares through its
wholly-owned subsidiary, RNYC Holdings Limited, a Gibraltar bank holding
company), and of another corporation which owns 29,776 shares of Republic
Corporation.
On October 28, 1994, Mr. Safra, through Saban and RNYC Holdings Limited,
received approval from the Board of Governors of the Federal Reserve System
to acquire up to two million additional shares of Republic Corporation
Common Stock, which approval, as extended, lapses on April 28, 1996, unless
further extended. If the remaining 1,730,400 shares of Common Stock covered
by the approval were acquired, Mr. Safra would increase his ownership to
approximately 30.2% of the Corporation's outstanding Common Stock. Mr.
Safra has acquired no additional shares since December 31, 1995.
<F2> The Travelers Group Inc., and various of its direct and indirect
subsidiaries (including but not limited to Smith Barney Holdings Inc.)
beneficially own such shares of Republic Corporation in their fiduciary
capacities. As a result, another entity in every instance is entitled to
dividends or proceeds of sale.
</FN>
Management
Information concerning the beneficial ownership of Republic Corporation's Common
Stock by each director is set forth in the table under "Election of Directors"
above. The following table shows, as of December 31, 1995, the beneficial
ownership of Republic Corporation's Common Stock by all directors and executive
officers of Republic Corporation as a group.
Amount and Nature Percent
of Beneficial Ownership of Class
All directors and executive
officers as a group (26 persons) . . 575,823 shs. 1.0%
21
APPROVAL OF SELECTION OF AUDITORS
The Board of Directors considers it appropriate to submit for approval by the
stockholders its selection of KPMG Peat Marwick LLP, as auditors of the
financial statements of Republic Corporation for the current fiscal year. KPMG
Peat Marwick LLP, independent certified public accountants, have examined the
financial statements of Republic Corporation since it commenced operations in
1974. Such firm has also examined the financial statements of Republic Bank
since 1966 and of RBS from 1987 through 1995.
The appointment of the firm was recommended to the Board of Directors of
Republic Corporation by its Audit Committee. No member of the Audit Committee is
an officer or employee of Republic Corporation. A representative of the firm
will be present at the meeting to make a statement, if he desires to do so, and
to respond to appropriate questions by stockholders.
The Board of Directors recommends a vote FOR the approval of the selection of
auditors.
MISCELLANEOUS
Other Matters
As of the date hereof, Republic Corporation has not been informed of any matters
to be presented by or on behalf of Republic Corporation or its Board of
Directors for action at the meeting other than those listed in the notice of
meeting and referred to herein. If any other matters come before the meeting or
any adjournment thereof, it is intended that the proxies will be voted in
respect thereof in accordance with the judgment of the person or persons voting
the proxies.
Stockholders' Proposals
If any stockholder intends to present a proposal for inclusion in the proxy
material for the 1997 Annual Meeting, such stockholder's proposal must be
received by November 22, 1996 at Republic Corporation's executive offices at 452
Fifth Avenue, New York, New York 10018, Attention: the Corporate Secretary. The
submission must also meet the other requirements of Rule 14a-8 of the Securities
and Exchange Commission applicable to stockholder proposals.
Solicitation of Proxies
The cost of solicitation of proxies will be borne by Republic Corporation. In
addition to the use of the mails, proxies may be solicited by personal
interview, telephone and telegraph. Banks, brokerage houses and other
institutions, nominees or fiduciaries will be requested to forward the
soliciting material to their principals and to obtain authorizations for the
execution of proxies. Directors, officers and regular employees of Republic
Corporation and Republic Bank may also solicit proxies by such methods without
additional remuneration therefor. Republic Corporation will, upon request,
reimburse banks, brokerage houses and other institutions, nominees and
fiduciaries for expenses in forwarding proxy solicitation material to their
principals.
22
General
Only stockholders of record at the close of business on March 13, 1996 will be
entitled to notice of and to vote at the meeting. Stockholders are urged to
mark, date and sign the enclosed form of proxy, solicited on behalf of the Board
of Directors, and return it at once in the envelope enclosed for that purpose.
Unless instructed otherwise, proxies will be voted for the election of directors
and for approval of the selection of auditors. On any such matter generally a
vote of a majority of the votes cast on the matter will be required for
approval. Broker non-votes and abstentions will not be counted for purposes of
determining the number of votes cast. The proxy does not affect the right to
vote in person at the meeting and may be revoked prior to its exercise by
appropriate notice to the undersigned.
Dated: March 22, 1996
New York, New York
By Order of the Board of Directors,
WILLIAM F. ROSENBLUM, JR.,
Senior Vice President and
Corporate Secretary
23
[Front Side]
REPUBLIC NEW YORK CORPORATION
PROXY
Annual Meeting of Stockholders
May 29, 1996
This Proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints, jointly and severally, Peter Kimmelman, William
C. MacMillen, Jr., and James L. Morice, each with the power to appoint his
substitute, and hereby authorizes them to vote all shares of Republic New York
Corporation Common Stock that the undersigned is entitled to vote, at the Annual
Meeting of Stockholders of the Corporation to be held at 452 Fifth Avenue, City
and State of New York, on May 29, 1996, at 11:00 A.M., or any adjournment
thereof, in accordance with the instructions on the reverse side hereof and in
their discretion upon such other business as may properly come before the
meeting.
Unless instructions are given on the reverse side, this Proxy will be voted FOR
the election of nominees for director and FOR Item 2 listed on the reverse side
hereof. With respect to matters as to which discretionary authority is granted
above, this Proxy will be voted in accordance with the best judgment of the
proxies hereinabove appointed.
Please mark, date and sign this Proxy on the reverse side hereof and return it
promptly whether or not you expect to attend the meeting. You may nevertheless
vote in person if you do attend.
(Continued and to be signed on other side)
[Back Side]
PLEASE MARK YOUR CHOICE ON ITEMS 1 AND 2 LIKE THIS [X] IN BLUE OR BLACK INK.
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ACCOUNT NUMBER COMMON
The Board of Directors recommends a vote "FOR ALL NOMINEES" in Item 1.
Item 1--Election of the following nominees as Directors: K. Andersen, C. Dwek,
E. Ginsberg, N. Hasson, J. Keil, P. Kimmelman, R. Kraemer; L. Lieberman,
W. MacMillen, P. Mansbach, M. Mertz, J. Morice, E. Daniel Morris,
J. Norwood, J. Pancetti, V. Portera, W. Rogers, E. Saal; D. Schlein,
W. Weiner, P. White.
FOR WITHHOLD Withhold for the following only: (Write the
ALL FOR ALL name of the nominee(s) in the space below)
NOMINEES NOMINEES
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The Board of Directors recommends a vote "FOR" Item 2.
Item 2-- Approval of selection of auditors
For Against Abstain
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I PLAN TO ATTEND MEETING _____
Receipt is hereby acknowledged of the Republic New York Corporation
Notice of Meeting and Proxy Statement.
Signature(s)__________________________ Date _________, 1996
NOTE: Please sign as name appears hereon. Joint owners should each sign. If
signer is a corporation, please sign the full corporate name by duly authorized
officer. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
Appendix A
Republic New York Corporation
Proxy Statement
Annual Meeting of Stockholders
May 29, 1996
Graphic Image Material Cross-Reference Index
Information Conveyed by
Omitted Graphic Image Omitted Graphic Image
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Graphs:
Comparison of Five-Year Cumulative The information presented graphically
Total Return Among Republic New York has been replaced in this filing by a
Corporation, S&P 500 Stock Index and tabular presentation of such infor-
S&P Money Center Banks Index, omitted mation inserted where the graph would
from page 16. appear.
Comparison of Twenty-Five Year The information presented graphically
Cumulative Total Return Among is presented in this filing by the
Republic New York Corporation, S&P tabular presentation found immediately
Stock Index and S&P Money Center preceding where the graph would
Banks Index, omitted from page 18. appear.