Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Republic New York Corporation 172± 769K
2: EX-3.B Articles Supplementary to Articles of Incorp. 4 19K
3: EX-10.D.I Employment Agreement With Robert Cohen 10 39K
4: EX-10.D.II Employment Agreement With George Wendler 9 29K
5: EX-10.E Consulting Agreement With Walter H. Weiner 7 20K
6: EX-11 Computation Os Earnings Per Share of Common Stock 2± 11K
7: EX-12 Computation of Ratios of Earnings to Fixed Charges 2± 10K
8: EX-21 Subsidiaries of the Corporation 2± 12K
9: EX-23 Consent of Kpmg Peat Marwick LLP 1 8K
10: EX-23.A Consent of Kpmg Audit, Reviseurs D' Enterprises 1 9K
11: EX-24 Power of Attorney 1 8K
12: EX-27 Financial Data Schedule 2± 8K
EX-3.B — Articles Supplementary to Articles of Incorp.
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EXHIBIT 3B
REPUBLIC NEW YORK CORPORATION
ARTICLES SUPPLEMENTARY
REPUBLIC NEW YORK CORPORATION, a Maryland corporation having its
principal Maryland office in the City of Baltimore, State of Maryland
(hereinafter called the "Corporation"), hereby certifies to the State Department
of Assessments and Taxation of Maryland (the "Department") that:
FIRST: The Board of Directors of the Corporation has redeemed 1,000
shares of the Republic New York Corporation Remarketed Preferred Stock, no par
value, of the Corporation ("Remarketed Preferred"), which by the terms of the
Company's Charter may not be reissued. Currently, there are no outstanding
shares of Remarketed Preferred.
SECOND: The terms of the 2,000,000 shares $2.125 Cumulative Preferred
Stock, no par value, of the Company contained in Article SECOND, paragraph 5 of
the Articles Supplementary dated October 6, 1977 and filed with the Department
on October 11, 1977, in part, are as follows:
"At he option of the Corporation, shares of [$2.125
Cumulative Preferred Stock] redeemed or otherwise acquired
(including sinking fund acquisitions) may be restored to the
status of authorized but unissued shares of Preferred Stock."
All of the issued shares of the $2.125 Cumulative Preferred Stock having
been since redeemed, purchased or otherwise acquired by the Corporation, the
Board of Directors has reclassified, and has approved the filing of these
Articles Supplementary to confirm reclassification of, such shares (together
with any unissued shares of the $2.125 Cumulative Preferred Stock) back into
2,000,000 shares Preferred Stock, no par value.
THIRD: The terms of the 1,000,000 shares $3.125 Cumulative Preferred
Stock, no par value, of the Company contained in Article SECOND, paragraph 5 of
the Articles Supplementary dated September 5, 1980 and filed with the Department
on September 9, 1980, in part, are as follows:
"At he option of the Corporation, shares of [$3.125
Cumulative Preferred Stock] redeemed or otherwise acquired may
be restored to the status of authorized but unissued shares of
Preferred Stock."
All of the issued shares of the $3.125 Cumulative Preferred Stock having been
since redeemed, purchased or otherwise acquired by the Corporation, the Board of
Directors has reclassified, and has approved the filing of these Articles
Supplementary to confirm reclassification of, such shares (together with any
unissued shares of the $3.125 Cumulative Preferred Stock) back into 1,000,000
shares Preferred Stock, no par value.
FOURTH: The terms of the 1,500,000 shares Cumulative Preferred Stock
Floating Rate Series A, no par value, of the Company contained in Article
SECOND, paragraph 6 of the Articles Supplementary dated May 14, 1982 and filed
with the Department on May 14, 1982, in part, are as follows:
"At he option of the Corporation, shares of Floating
Rate Series A Stock redeemed or otherwise acquired, may be
restored to the status of authorized but unissued shares of
Preferred Stock."
All of the issued shares of the Cumulative Preferred Stock, Floating Rate Series
A having been since redeemed, purchased or otherwise acquired by the
Corporation, the Board of Directors has reclassified, and has approved the
filing of these Articles Supplementary to confirm reclassification of, such
shares (together with any unissued shares of the Cumulative Preferred Stock
Floating Rate Series A) back into 1,500,000 shares Preferred Stock, no par
value.
FIFTH: The terms of the 1,000,000 shares Cumulative Preferred Stock,
Floating Rate Series B, no par value, of the Company contained in Article
SECOND, paragraph 6 of the Articles Supplementary dated March 7, 1984 and filed
with the Department on March 9, 1984, in part, are as follows:
"At he option of the Corporation, shares of Floating
Rate Series B Stock redeemed or otherwise acquired, may be
restored to the status of authorized but unissued shares of
Preferred Stock."
All of the issued shares of the Cumulative Preferred Stock, Floating Rate Series
B having been since redeemed, purchased or otherwise acquired by the
Corporation, the Board of Directors has reclassified, and has approved the
filing of these Articles Supplementary to confirm reclassification of, such
shares (together with any unissued shares of the Cumulative Preferred Stock,
Floating Rate Series B) back into 1,000,000 shares Preferred Stock, no par
value.
SIXTH: The terms of the 4,000,000 shares $1.9375 Cumulative Preferred
Stock, no par value, of the Company were established in the Articles
Supplementary dated February 24, 1992 and filed with the Department on February
24, 1992.
All of the issued shares of the $1.9375 Cumulative Preferred Stock, no par
value, of the Company having been since converted, redeemed, purchased or
otherwise acquired by the Corporation, the Board of Directors has reclassified,
and has approved the filing of these Articles Supplementary to confirm
reclassification of, such shares (together with any unissued shares of the
$1.9375 Cumulative Preferred Stock) back into 4,000,000 shares Preferred Stock,
no par value.
SEVENTH: The terms of the 4,000,000 shares $3.375 Cumulative
Convertible Preferred Stock, no par value, of the Company contained in Article
SECOND, paragraph 3(ix) of the Articles Supplementary dated May 14, 1991 and
filed with the Department on May 14, 1991, in part as follows:
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"Upon any conversion or redemption of shares of
[$3.375 Cumulative] Convertible Preferred Stock, the shares of
[$3.375 Cumulative] Convertible Preferred Stock so converted
or redeemed shall have the status of authorized and unissued
shares of Preferred Stock, and the number of shares of
Preferred Stock which the Corporation shall have authority to
issue shall not be decreased by the conversion or redemption
of [$3.375 Cumulative] Convertible Preferred Stock."
All of the issued shares of the $3.375 Cumulative Convertible Preferred Stock,
no par value, of the Company having been since converted, redeemed, purchased or
otherwise acquired by the Corporation, the Board of Directors has reclassified,
and has approved the filing of these Articles Supplementary to confirm
reclassification of, such shares (together with any unissued shares of the
$3.375 Cumulative Preferred Stock) back into 4,000,000 shares Preferred Stock,
no par value.
EIGHTH: The terms of the 500 shares of Money Market Cumulative
Preferred Stock, no par value ("MMP"), of the Company contained in Article
SECOND, Part I, paragraph 1(b) of the Articles Supplementary dated July 17, 1987
and filed with the Department on July 22, 1987, in part as follows:
"All shares of MMP redeemed or purchased by the
Corporation shall be retired and cancelled and shall be
restored to the status of authorized but unissued shares of
Preferred Stock, without designation as to series, and may
thereafter by issued, but not as shares of MMP."
All of the issued shares of the Money Market Cumulative Preferred Stock, no par
value, of the Company having been since redeemed, purchased or otherwise
acquired by the Corporation, the Board of Directors has reclassified, and has
approved the filing of these Articles Supplementary to confirm reclassification
of, such shares (together with any unissued shares of the Money Market
Cumulative Preferred Stock) back into 500 shares Preferred Stock, no par value.
NINTH: As a result of the redemption of the Remarketed Preferred and
the reclassifications described herein, the Corporation's authorized capital
stock currently consists of the following:
150,000,000 shares of Common Stock, par value $5.00 per share
12,497,750 shares of Preferred Stock, no par value (which
shares of Preferred Stock are not classified as to series)
625 shares of Dutch Auction Rate Transferable Securities
Preferred Stock, Series A, no pare value
625 shares of Dutch Auction Rate Transferable Securities
Preferred Stock, Series B, no pare value
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1,500,00 shares of Adjustable Rate Cumulative Preferred Stock,
Series D, nor par value
3,000,000 shares of $1.8125 Cumulative Preferred Stock, no par
value
3,000,000 shares of $2.8575 Cumulative Preferred Stock, no par
value
TENTH: No amendment to the Charter of the Corporation is effected by
these Articles Supplementary, the purposes hereof being to record the reduction
of authorized shares of the Preferred Stock resulting from the redemption by the
Corporation of it Remarketed Preferred, which by the terms of the Company's
Charter may not be reissued, and to reclassify or to confirm for the record the
reclassification of the share of certain series of capital stock of the
Corporation.
IN WITNESS WHEREOF, the Corporation has caused these presents to be
signed in its name and on its behalf by its Executive Vice President and
witnessed by its Secretary on January 21, 1998.
[Download Table]
WITNESS: REPUBLIC NEW YORK CORPORATION
/s/ William F. Rosenblum. Jr. By: /s/ Thomas F. Robards
------------------------------ ------------------------------
William F. Rosenblum, Jr., Secretary Thomas F. Robards, Executive Vice President
THE UNDERSIGNED, Executive Vice President of Republic New York Corporation,
who executed on behalf of the Corporation Articles Supplementary of which this
Certificate is made a part, hereby acknowledges in the name and on behalf of
said Corporation the foregoing Articles Supplementary to be the corporate act of
said Corporation and hereby certifies that the matters and facts set forth
herein with respect to the authorization and approval thereof are true in all
material respects under the penalties of perjury.
/s/ Thomas F. Robards
------------------------------
Thomas F. Robards, Executive Vice President
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Dates Referenced Herein and Documents Incorporated by Reference
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