PROXY STATMENTSTATEMENT 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)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][X} $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)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 15, 1995
Dear Stockholder: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
Tuesday,Wednesday, May 16, 199529, 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 19941995 Annual Report of Republic New York
Corporation.
Very truly yours,
WalterWALTER H. Weiner,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 16, 1995
______________________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 Tuesday,Wednesday, May 16, 199529, 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 1995 Long-Term Incentive Stock Plan;
3. Approval of selection of auditors; and
4.3. 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 8, 1995.13, 1996.
By Order of the Board of Directors,
WILLIAM F. ROSENBLUM, JR.,
Senior Vice President and
Corporate Secretary
March 15, 199522, 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 16, 1995
________________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 16, 1995.29, 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 8, 1995.13, 1996. At such date, 52,260,38855,745,970 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 15, 1995.22, 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 nineteen.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 Corporation and, with the exception of Peter J.
Mansbach,Elias
Saal, was elected to such office at last year's Annual Meeting. Mr. MansbachSaal was
elected a director on July 20, 199419, 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 Corporation's principal subsidiaries)Bank on January 2,
1996) and the number of shares of Republic Corporation's Common Stock
beneficially owned by each, as of December 31, 1994.1995.
Beneficial
Director Ownership of
Nominee and Age Since Principal Occupation Shares
Kurt Andersen . . . . . . . . 1988 Vice Chairman of the Board of Republic 37,275 shs.
51 years Bank, since June 1995, and Regional General
Manager of Republic Bank's operations
throughout the Asia Pacific region. Executive
Vice President of Republic Bank, 29,025 shs.
50 years Regional
(Far East) General Manager
and Manager of Republic
Bank's Hong Kong Branch and Manager of
Republic Bank's wholly-owned subsidiary in
Singapore.Singapore through June 1995. Director of
Republic Bank since 1991.
Cyril S. Dwek . . . . . . . . . 1974 Vice Chairman of the Board of Republic 64,894 shs.
5859 years Bank and Vice Chairman of Republic
Cor-
poration.Corporation. Director of Republic Bank
and, directorformerly, of RBS since 1990.RBS.
Ernest Ginsberg . . . . . . . 1985 Vice Chairman of the Board of Republic 21,14832,029 shs.
63
64 years Bank and Vice Chairman (and General
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 22,88724,700 shs.
49
50 years of Republic Bank and Vice Chairman
of Republic Corporation since January
1993. Director of Republic Bank and,
directorformerly, of RBS since 1990.RBS.
Jeffrey C. Keil . . . . . . 1978 Vice Chairman of the Board of Republic 14,167Bank 19,765 shs.
51
52 years Bank and President of Republic Corpora-
tion.Corporation.
Director of Republic Bank and, formerly,
of RBS.
Peter Kimmelman . . . . . . 1979 A private investor. Director of Republic 2,362 shs.
50
51 years Bank and, formerly, of RBS.
Richard A. Kraemer . . . . ---- Chairman of the Board and Chief Executive -----
51 years Officer of Brooklyn Bancorp, Inc., corporate
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 Leonard Lieberman . . . . . . 1990 A director (and Chairman, President and 750 shs.
6566 years Chief Executive Officer, from January
1991 to May 1991) of Outlet Communi-
cations, Inc. Director of Republic Bank,
since 1990 and of RBS since 1992.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.
8182 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.
54
58 years Board of Directors of Republic Corporation
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.
6970 years RBS sincefrom May 1990.1990 until January 1996. Director
of Republic Bank and, formerly, of RBS.
James L. Morice . . . . . . 1987 Partner, Mirtz Morice, Inc., a management 330 shs.
57
58 years consulting firm. Director of Republic Bank and, formerly, of RBS.
E. Daniel Morris. . . . . 1993 Chairman of the Board of Republic New York 1,000 shs.
5354 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.
7172 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 John A. Pancetti . . . . . . . . 1990 Chairman of the Board and Chief Executive 104,250Officer 40,150 shs.
65
66 years Officer of RBS sincefrom May 1990 until January 1996 (and
President from May 1990 to March 1991). Vice
Chairman of the Board of Republic Bank sincefrom
March 1991 until January 1996, and Vice Chairman
of Republic Corporation sincefrom April 1991.1991 until
January 1996. Director of Republic Bank since 1990
and,
formerly, of RBS since 1990.RBS.
Vito S. Portera . . . . . . 1986 Vice Chairman of Republic Corporation and 27,25425,615 shs.
52
53 years Vice Chairman of the Boards of Republic Bank and, formerly, of RBS. Director of
Republic Bank. Also, Chairman of the Board
of Republic International Bank of New York
(Miami), the
Miami, Florida Edge Act subsidiary of
Republic Bank.
William P. Rogers . . . . . . 1989 Senior Partner, Rogers & Wells, attorneys. 30,000 shs.
8182 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- 21,85034,017 shs.
47
48 years man of Republic Corporation. Director of Republic Bank and, formerly, of RBS.
Walter H. Weiner . . . . . . . 1978 Chairman of the Board and Chief Executive 46,38052,205 shs.
64
65 years Officer of Republic Bank and Republic Corporation. Director of Republic Bank
and, formerly, of RBS.
Peter White . . . . . . . . 1974 Senior Consultant to Republic Bank. 33,256 shs.
9293 years Director of Republic Bank.
_____________- -----------
No director'snominee's ownership of shares of Common Stock exceeded one percent (1%) of the outstanding shares of such
class.
Includes 10,0008,000 shares for Kurt Andersen, 13,25014,950 shares for Ernest Ginsberg, 13,43715,750 shares for Nathan Hasson,
5,00010,000 shares for Jeffrey C. Keil, 21,000 for Peter J. Mansbach, 54,100 shares for John A. Pancetti, 11,00015,000 shares for Vito S. Portera,14,500Portera, 19,500 shares
for Dov C. Schlein and 10,00015,000 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, 1999.2005.
Includes 7,89817,079 shares which Mr. Ginsberg owns jointly with his wife.
Includes 9,4508,950 shares which Mr. Hasson owns jointly with his wife.
Includes 6,4677,065 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.
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)
Includes 30 shares owned by Mr. Morice's son in which he disclaims any beneficial interest.
Includes 50,00040,000 shares which Mr. Pancetti owns jointly with his wife.
Includes 7,35010,575 shares held by a trust controlled by Mr. Portera.
Includes 13,717 shares which Mr. Schlein owns jointly with his wife.
wife, and 800 shares owned by Mr. Schlein's
children, in which 800 shares Mr. Schlein disclaims any beneficial interest.
Includes 25,94926,774 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.
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.
* 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.
As of December 31, 1994,1995, all nominees as a group beneficially owned 455,605458,400
shares of Republic Corporation's Common Stock or approximately .9%.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 Peter J.
MansbachErnest Ginsberg for the
non-exempt portion of the sale of shares received upon exercise of stock options
in November 1994 for1995, and the Form 3 filed in February 1996 by a purchasetrust controlled by
Vito S. Portera to report the acquisition of shares Mr. Portera received upon
the exercise of stock of the Corporationoptions in August 1994.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 Morris Hirsch(*), 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 1994,1995, the Audit Committee held eightsix meetings and took action oncetwice by
Unanimous Written Consent.
The Community Reinvestment Act Committee, consisting of Albert S.
Corwen(*), 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, and RBS, 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
1994,1995, the Community Reinvestment Act Committee held elevennine meetings.
The Credit Review Committee, consisting of Morris Hirsch, 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
1994,1995, the Credit Review Committee held nineeight meetings.
The Employee Compensation and Benefits Committee, composed of three outside
directors, Peter Kimmelman, Leonard Lieberman and James L. Morice (Chairman) and
Wilbur M. Rabinowitz(*),
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 1994,1995, the Employee Compensation and
Benefits Committee held tenthirteen meetings.
The Executive Committee, consisting of Peter J. Mansbach (Chairman),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 1994,1995, the Executive
Committee held sixfive meetings and took action elevensix 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 1994,1995, the Finance Committee did
not hold any meetings but instead took action twiceonce by Unanimous Written Consent.
The Investment Committee, consisting of Morris Hirsch, Peter Kimmelman, Leonard Lieberman
(Chairman), E. Daniel Morris, Janet L. Norwood and John A. Pancetti, and
Mr.Messrs. Hasson and Keil as an ex-officio member,members, authorizes and supervises
Republic Corporation's investments in securities and other property.
During 1994,1995, the Investment Committee held eleventen meetings.
The Nominating Committee consists of Wilbur M. Rabinowitz,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
March 1995February 1996 to consider
and recommend the slate of nominees presented to the 19951996 Annual
Meeting of Stockholders.
The Public Responsibility Committee consists of Ernest Ginsberg, Leonard
Lieberman, Javier Perez de Cuellar(*), Wilbur M. Rabinowitz and 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 1994,1995, the Public Responsibility
Committee held fivethree 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 1994,1995, the Risk Assessment Committee held eleventen meetings.
During 1994,1995, Republic Corporation's Board of Directors held fivesix meetings. With
the exception of Messrs. Hasson, Perez de Cuellar,Mr. Andersen and Mr. Rogers, and Jacques Tawil(*), each director attended 75 percent
or more of the aggregate number of meetings held during 19941995 of the Board of
Directors of Republic Corporation and the committees thereof, if any, on which
he or she served.
__________
(*) Not standing for reelection to the Board of Directors.7
Compensation of Directors and Executive Officers
DirectorDirectors 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 thea 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, 1994,1995, directors of Republic Corporation
who were not officers received retainer and meeting fees from Republic
Corporation ag-
gregating $134,600.aggregating $107,700. In addition, in connection with services
provided as a director, consulting fees were paid in 19941995 to Morris Hirsch in the amount of
$100,000, Janet L. Norwood in
the amount of $50,000 Jacques Tawil in
the amount of $100,000 and Peter White in the amount of $59,838.$58,700.
In lieu of directors' fees, William P. Rogers received an aggregate of $150,000
for the fiscal year ended December 31, 19941995 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
basesprovides 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 1416 and 1618 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.
In connection with implementing this
strategy,During 1995, Republic Corporation haslaunched 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 policyone-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 maintainingthe implementation of such Project, the Chief Executive Officer and the named
executive officers each voluntarily reduced their annual base salaries for executive officers at a constant level and uses the bonus to reflect
each executive officer's contribution to Republic Corporation's
performance.by
$20,000.
Stock Performance Graphs. The five-year comparative stock performance graph on
page 1416 is included as required by Securities and Exchange Commission rules. As
explained in the preceding paragraph,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 1618 of the twenty-five
year comparative stock performance givespresents 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.
Deductibility. In orderPerformance Based Plan. As noted above, Republic Corporation's established
strategy of linking a significant portion of executive officer compensation to
complythe 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 abovein excess of $1 million,million. In addition to adopting the Board of Directors of Republic
Corporation adopted, and the shareholders approved at the April 1994
Annual Meeting, the Performance Based Plan. In addition,Plan, Republic
Corporation has entered into agreements with suchits executive officers to defer any
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 1994.1995. Since becoming Chief Executive
Officer of Republic Corporation in January 1980, Mr. Weiner's base salary has
remained the samenot 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. In 1994,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'sWeiner was eligible to receive a performance-based bonus in 1994 of $1,035,000 was
determined by multiplying $4.39$3.37 (the amount by which the earnings per share for
19941995 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 5,0003,000 shares of restricted stockRestricted Stock pursuant to the terms of Republicthe
Corporation's 1985 Restricted1995 Long Term Incentive Stock Plan when it met in March
1995 to consider restricted stock awards for the executive officers
based on performance in 1994. In 1994, the Committee awarded 5,000
shares of restricted stock to Mr. Weiner for his performance in 1993.Plan. The decisionsdecision to grant such awards, including the determination of the
sizes thereof, werethese
shares was based on the Committee's subjective evaluationsevaluation of Mr. Weiner's
contribution toward Republic Corporation's success in expanding its income, client baseimproving operating
efficiencies, reducing expenses and products and its overall
performancetaking advantage of appropriate business
opportunities in 1993 and1995. 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 Policies Applicable to Executive Officers for 1994.1995. The Performance Based Plan also
determinedprovides for the 1994determination of the maximum amount of the performance-based
bonus compensation of the named executive officers below the level of Chief
Executive Officer.officers. By using the increase in
earnings per share as the basis of determining this portion of the annual bonuses below the level
of Chief Executive Officer,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 othernamed 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.
TheFor 1995, the Compensation Committee awarded an amount of notional sharesset a different Award Multiple for each of
the named executive officer pursuant to the Performance Based Planofficers which took into consideration each such
relationship, which was then multiplied by the increase in earnings per share in
19941995 over the base year established by the Committee (i.e., 1979), as was to determine
the casemaximum 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 Chief Executive
Officer.Performance Based Plan resulted in an overall
reduction from the amounts called for by the Plan formula.
The Committee also considered the recommendations of the Chief Executive Officer which, in
this regard, were partdeciding to grant supplemental cash bonuses to Messrs. Keil and Portera and to
award shares of a subjective
evaluation of the performance of the individual executive officerRestricted Stock to Messrs. Keil and the relevant business units, in determining a supplemental annual bonus
for executive officers below the level of Chief Executive Officer. The
Committee may award all or part of either the plan-based or supplemental
portion of the bonus in the form of restricted stock.
The restricted stock awarded in March 1995 will be issuedSchlein pursuant to the
terms of Republic Corporation's 1985 Restricted1995 Long Term Incentive Stock Plan. The restricted stock awarddecision to Mr. Keil made by the Compensation Committee
in March 1995, including the determination of the size thereof,grant such awards was based
on the subjective evaluation by the Chief Executive Officer and the Compensation
Committee of his individual performance in 1994. A
portion of the restricted stock awards received by Messrs. Portera and
Schlein in March 1995 was based on the subjective evaluation by the
Chief Executive Officer and the Compensation Committee of theirsuch officers' individual performances in 1994, and a portion1995. Because of such awards was made
in connection with amounts payable relatedRepublic
Corporation's continuing efforts to corporate performance in
1994 pursuant tocontrol expenses, the Performance Based Plan. The restricted stockamount of shares
awarded in May 1994, to Messrs. Keil Portera and Schlein for 1995 was less than the amounts awarded
pursuant to the terms of the 1985 Restricted Stock Plan and such awards,
including the determination of the size thereof, were based on the
subjective evaluation by the Chief Executive Officer and the
Compensation Committee of their individual performances in 1993. In
determining the restricted stock awards, the Chief Executive Officer and
the Compensation Committee also considered each executive officer's
total compensationthem for the previous three years.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 1994,1995, approximately 75% of the
executive compensation of the Chief
Executive Officer and the other named executive officers below the level of the Chief Executive Officer 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.
In addition, takingTaking into account Republic Corporation's continuing efforts to control
expenses, and in
recognition of management's cautious approach to uncertainties in the
coming year, the Compensation Committee determined that it was appropriate that Mr.
Weiner's and the other executive officers' total compensation decrease from 1993be decreased for
1995 compared to 1994 levels. Thus, even thoughwhile earnings per share increaseddecreased by
9%approximately 18% in 1994,1995, 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 19941995 decreased 12.1%approximately 24% from 19931994
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 otherabove-mentioned voluntary
salary reductions of $20,000 taken on an annualized basis by the Chief Executive
Officer and each of the named executive officers decreased 10.9% from 1993 levels.officers.
JAMES L. MORICE, Chairman
PETER KIMMELMAN
WILBUR M. RABINOWITZ (*)
__________
(*) Not standing for reelection to the Board of Directors.LEONARD LIEBERMAN
11
Summary Compensation Table
The following table sets forth the cash and noncash compensation for each of the
last three fiscal years awarded to or earned by the Chief Executive Officer and
the four other most highly compensated executive officers of Republic
Corporation.
Long Term
Annual Compensation Compensation
------------------- ------------
Restricted Stock All Other
Name and Principal Position Year Salary ($) Bonus ($Bonus($) Awards ($) Compensation ($)
- --------------------------- ---- ---------- --------- ---------------------- -------------------------------------- ------------------
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
Chairman of the Board and 1993 220,750 1,255,000 228,437 7,763
Chief Executive Officer of 19921993 220,750 732,375 248,7501,255,000 239,375 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
President of Republic Cor- 1993 220,000 1,388,000 228,437 7,763
poration and Vice Chair- 19921993 220,000 1,162,862 -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
Vice Chairman of RepublicCorporation and President 1993 200,000 850,000 228,437 7,763
Corporation and President 1992 200,000 650,000 248,750239,375 7,763
of Republic Bank
Cyril S. Dwek 1994 250,000 700,000 - 7,7631995 236,923 515,000 ------- 5,725
Vice Chairman of Republic 1993 200,000 775,000 -1994 250,000 700,000 ------- 7,763
Corporation and Vice 19921993 200,000 525,000 -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 Chairman of Republic 1993 300,000 550,000 182,750 7,763
Corporation and Vice 1992 300,000 425,000 199,000191,500 7,763
Chairman of the Boards
of Republic Bank and,
formerly, of RBS
__________________________________- -----------------------
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)
Awards of restricted stock have beenfor 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 Walter H.Messrs. Weiner, Jeffrey C. Keil, Dov C. Schlein
and Vito S. Portera. AsFor 1994, a portion of December 31, 1994, Mr. Weiner owned an aggregate of 10,000 restricted shares (5,000 of which were awarded
on May 17, 1994 for 1993 performance, and 5,000 of which were awarded on April 21, 1993 for 1992
performance), Mr. Keil owned an aggregate of 5,000 restricted shares (all of which were awarded on May 17,
1994 for 1993 performance), Mr. Schlein owned an aggregate of 14,500 restricted shares (including 5,000
shares awarded on May 17, 1994 for 1993 performance and 5,000 shares awarded on
April 21, 1993 for 1992 performance),Schlein's and Mr. Portera owned an aggregatePortera's
restricted stock award constituted part of 11,000 restricted shares (of
which 4,000 shares were awarded on August 1, 1994their Performance Based Plan
compensation for 1993 performance and 4,000 shares were awarded on
April 21, 1993 for 1992 performance).such year. The value of theseeach restricted sharesstock 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.
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, 1994,1995, such shares of restricted stock awarded toheld by
Messrs. Weiner, Keil, Schlein and Portera had an aggregate value of
$452,500, $226,250, $656,125,$931,875, $621,250, $1,211,438, and $497,750,$931,875, respectively.
Pursuant to the terms of Republic Corporation's 1985 Restricted Stock Plan,
which expired as of December 31, 1995, participants in such Plan receivereceived
all dividends paid on their shares of restricted stock or may bewere given the
option by the Compensation Committee to elect to receive additional
restricted shares in lieu of such dividend payments. Under the 1995 Long-TermLong
Term Incentive Stock Plan, participants will continue to receive all
dividends paid on their restricted shares, or may be given the option by
the Compensation Committee to elect to receive additional restricted shares
in lieu of such dividend payments.
Awards of restricted shares to executive officers for corporate or individual performance in 1994 under
Republic Corporation's 1985 Restricted Stock Plan have been made by the Compensation Committee at a meeting
on March 6, 1995. For 1994, a portion of Mr. Schlein's and Mr. Portera's restricted stock award constituted
part of their Performance Based Plan compensation for such year.
The compensation reported represents the amount of the annual company
allocations under the Profit Sharing and Savings Plan. Each executive
officer is fully vested in such amounts under the Plan.
AggregatedAggregate Fiscal Year EndYear-End Option Values
The following table sets forth the value of any options exercised during 1995,
and unexercised options held, by executive officers named in the Summary
Compensation Table at December 31, 1994.1995:
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Fiscal Year End (#) at Fiscal Year End ($)
Shares Acquired Value
Name Exercisable/on Exercise (#) Realized ($)* Exercisable/Unexercisable Exercisable/Unexercisable
Walter H. Weiner -0- -0- -0- -0-
Jeffrey C. Keil -0- -0- -0- -0-
Dov C. Schlein 22,500 -0- 486,877 -0-
Cyril S. Dwek$ 845,616 -0- -0- -0- -0-
Vito S. Portera 11,250 438,671 -0- 243,439 -0- _____________________-0- -0-
- ---------------------
* 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 will continueceased to be exercisable as to all or any part thereof untilon January
15, 1996.
13
Pension Plan
The following table sets forth the estimated annual benefits payable upon
retirement at age 65 in 19951996 pursuant to Republic Bank's Retire-
mentRetirement 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 1515* 2020* 2525* 3030* 3535*
$125,000 . . . . . . . . $29,931 $39,908 $49,885 $59,862 $62,987. . . . . $ 29,807 $ 39,742 $ 49,678 $ 59,614 $ 62,739
150,000 . . . . . . . 36,306 48,408 60,510 72,612 76,362. . . . . . 36,182 48,242 60,303 72,364 76,114
175,000 ** . . . . . 36,306 48,408 60,510 72,612 76,362. . . 36,182 48,242 60,303 72,364 76,114
200,000 ** . . . . . 36,306 48,408 60,510 72,612 76,362. . . 36,182 48,242 60,303 72,364 76,114
225,000 ** . . . . . 36,306 48,408 60,510 72,612 76,362. . . 36,182 48,242 60,303 72,364 76,114
250,000 ** . . . . . 36,306 48,408 60,510 72,612 76,362. . . 36,182 48,242 60,303 72,364 76,114
300,000 ** . . . . . 36,306 48,408 60,510 72,612 76,362. . . 36,182 48,242 60,303 72,364 76,114
400,000 ** . . . . . 36,306 48,408 60,510 72,612 76,362. . . 36,182 48,242 60,303 72,364 76,114
450,000 ** . . . . . 36,306 48,408 60,510 72,612 76,362. . . 36,182 48,242 60,303 72,364 76,114
500,000 ** . . . . . 36,306 48,408 60,510 72,612 76,362
___________. . . 36,182 48,242 60,030 72,364 76,114
- -----------
* During 1995,1996, the maximum annual benefit as a result of the Tax Reform Act of 1986 is $120,000.
** These figures have been limited by the annual compensation cap of $150,000 in 19951996 resulting from the
Omnibus Budget and Reconciliation Act of 1993.
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 . . . . 15 $240,000. . . . 16 $200,750
Jeffrey C. Keil . . . . 20 240,000. . . . 21 200,000
Dov C. Schlein . . . . . 18 200,000. . . . 19 180,000
Cyril S. Dwek . . . . . 29 200,000. . . . . 30 230,000
Vito S. Portera . . . . 26 300,000
_____________________. . . . . 27 280,000
(1) Such amounts are subject to an annual compensation cap of $150,000 for 19951996 in accordance with the Omnibus
Budget and Reconciliation Act of 1993.
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: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 19951996 is $25,920.$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, 1994,1995, Mr. Portera
received a cash bonus of $450,000$465,000 (which amount is included in the Summary
Compensation Table above). Also, pursuant to his agreement, in
1988, Mr. Portera was awarded 18,000 shares (27,000 shares after giving
effect to the 3-for-2 stock split distributed in October 1991) of
Restricted Stock with a five-year Restricted Period. For tax planning
purposes, the end of such Restricted Period was accelerated to December
31, 1992 along with the Restricted Periods for certain awards of
Restricted Stock to all senior officers of Republic Corporation. At
such date, such shares had a fair market value of $1,262,250. 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, 1994,1995, the
outstanding principal amount of Mr. Portera's mortgage had been reduced to
$488,611.$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 commence-
mentcommencement of such successive annual term. In accordance with such
provision, the term of Mr. Portera's agreement has been extended for two years
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, 1989,1990, 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 . . ."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:
12/31/8990 $ 100 $ 100 $ 100
FYE 12/31/90 99 97 69
FYE 12/31/91 144 126 101146 130 146
FYE 12/31/92 148 152 137149 140 198
FYE 12/31/93 150 166 168151 154 244
FYE 12/31/94 150 168 164151 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
1969,1970, 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, 1969,1970, and reinvestment of all dividends as
indicated underbelow 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:
12/31/6970 $ 100 $ 100 $ 100
FYE 12/31/70 129 104 108
FYE 12/31/71 132 119 122102 114 113
FYE 12/31/72 241 142 159187 136 147
FYE 12/31/73 138 121 179107 116 166
FYE 12/31/74 84 8966 86 112
FYE 12/31/75 74 118 123
FYE 12/31/76 109 145 146
FYE 12/31/77 109 135 121
FYE 12/31/75 95 122 132
FYE 12/31/76 141 151 157
FYE 12/31/77 141 13978 152 144 131
FYE 12/31/78 195 148 141
FYE 12/31/79 227 175 158176 170 147
FYE 12/31/80 559 232 190434 225 176
FYE 12/31/81 716 220 218556 214 202
FYE 12/31/82 750 267 272583 260 252
FYE 12/31/83 748 327 304581 318 282
FYE 12/31/84 846 347 355657 338 329
FYE 12/31/85 1,127 457 522875 443 483
FYE 12/31/86 1,948 541 6041,514 525 560
FYE 12/31/87 1,545 569 4451,201 553 412
FYE 12/31/88 1,530 664 5871,189 644 544
FYE 12/31/89 1,881 874 7201,461 845 667
FYE 12/31/90 1,867 847 4971,451 820 460
FYE 12/31/91 2,708 1,105 7252,104 1,067 672
FYE 12/31/92 2,780 1,325 9862,160 1,148 913
FYE 12/31/93 2,825 1,447 1,2132,196 1,262 1,123
FYE 12/31/94 2,815 1,466 1,1842,188 1,279 1,096
FYE 12/31/95 3,076 1,755 1,781
[Graph17
[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 . . ."Return..." above.]
18
Transactions with Management
and Related Persons
During 1994,1995, 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 $2,809,564$2,808,783 as of December 31, 1994.1995. 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, holdsowns five European banks andbanks; its stock
is held, as of December 31, 1994,1995, by Republic Bank (48.8%(49.2%), by Saban S.A.
("Saban"), a Panamanian corporation wholly-owned by Edmond J. Safra (20.7%(20.9%), and
by international investors (30.5%(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, 1994,1995, Safra Republic had total
assets of $12.5$15.7 billion, total deposits of $9.4$11.3 billion and total stockholders'
equity of approximately $1.2$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 19941995 of approximately $7,949,000.$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, 1994,1995, approximately 28.6%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 $764,000$866,000 during 19941995 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 relatedassociated through
family members towith Edmond J. Safra. Such relationships include credit
transactions, deposit relationships, foreign exchange dealings, precious metals
dealings, and securities clearing transactions.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, 19941995 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 . . . . 15,032,812(a). 15,258,812 (a) 28.6%27.1 %
2, Place du Lac
Geneva, Switzerland
Mellon Bank CorporationTravelers Group Inc. . . 4,052,000(b). . . 3,021,103 (b) 7.7%
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
___________________5.4 %
388 Greenwich Street
New York, NY 10013
- -------------------
(a) Mr. Safra is the principal stockholder of Republic Corporation through his
ownership of all the outstanding shares of Saban, which owns 15,003,03615,229,036
shares of Republic Corporation (including 14,473,95814,699,958 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, has
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, 1995,1996, unless
further extended. If all suchthe remaining 1,730,400 shares of Common Stock covered
by the approval were acquired, Mr. Safra would increase his ownership to
approximately 32.5%30.2% of the Corporation's outstanding Common Stock. As of March 8, 1995, Mr.
Safra hadhas acquired 91,850no additional shares bringing his stock ownership to 15,124,662
shares or 28.9% of the outstanding Common Stock.since December 31, 1995.
(b) Mellon Bank Corporation The Travelers Group Inc., and various of its direct orand indirect
subsidiaries (including but not limited to the subsidiaries of The
Boston Company,Smith Barney Holdings Inc.)
beneficially own such shares of Republic Corporation in their various fiduciary
capacities. As a result, another entity in every instance is entitled to
dividends or proceeds of sale.
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, 1994,1995, 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 (19(26 persons) . . 455,605575,823 shs. .9%
APPROVAL OF 1995 LONG-TERM INCENTIVE STOCK PLAN
Description of 1995 Long-Term Incentive Stock Plan
The following description of the Plan is a summary, does not purport to
be detailed and is qualified in its entirety by reference to the
provisions of the Plan itself. A copy of the Plan is attached hereto,
and additional copies may be obtained by writing to the Corporate
Secretary, Republic New York Corporation, 452 Fifth Avenue, New York,
New York 10018.
General. The Board of Directors has adopted the 1995 Long-Term
Incentive Stock Plan (the "Plan") which is being submitted for the
approval of the stockholders of Republic Corporation at this Annual
Meeting. The Plan is designed to consolidate Republic Corporation's
1985 Incentive Stock Option Plan, 1985 Non-Qualified Stock Option Plan,
and 1985 Restricted Stock Plan (together, the "Prior Plans") on an on-
going basis and provides for the award of Incentive Stock Options, Non-
Qualified Stock Options, Stock Appreciation Rights, Restricted Stock,
and Phantom Stock (as such terms are defined below) and other stock-
based awards (each, an "Award"), all on a stand-alone, combination or
tandem basis, to eligible persons. (Awards previously granted under the
Prior Plans will remain outstanding and be administered in compliance
with the terms and conditions of the applicable Prior Plan.) Assuming
stockholder approval, awards will be granted, beginning with the 1995
Plan Year. The Plan provides that it shall terminate on the tenth
anniversary of its approval.
Class of Persons Eligible to Receive Awards. The Plan is designed to
attract and retain officers and employees of Republic Corporation and
its subsidiaries who make a material contribution to the successful
operation of Republic Corporation and its subsidiaries. Participants
in the Plan are also eligible to participate in Republic Corporation's
other incentive compensation and bonus plans.
Administration. The Plan will be administered by the Employee Compensa-
tion and Benefits Committee (the "Committee") of the Board of Directors
of Republic Corporation, the members of which will consist solely of
members of the Board of Directors who are "disinterested persons" within
the meaning of Rule 16b-3 promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and are "outside directors"
for purposes of Section 162(m)(4)(C) of the Internal Revenue Code of
1986, as amended (the "Code"). No member of the Committee (see
"Directors' Committees" above under "Election of Directors") may be
granted an award under the Plan.
The Plan provides that the Committee shall have full authority to (i)
designate from among those eligible the persons who will participate in
the Plan ("Participants"); (ii) determine the type or types of Awards
to be granted to each Participant under the Plan; (iii) determine the
number of shares of Republic Corporation Common Stock ("Shares") to be
covered by (or with respect to which payments, rights or other matters
are to be calculated in connection with) Awards; (iv) determine the
terms and conditions of any Award; (v) determine whether, to what
extent, and under what circumstances Awards may be settled or exercised
in cash, Shares, other securities, or other property or cancelled,
forfeited, or suspended; (vi) determine whether, to what extent, and
under what circumstances cash, Shares, other securities, other Awards,
or other property, and other amounts payable with respect to an Award
under the Plan shall be deferred either automatically or at the election
of the holder thereof or of the Committee; (vii) interpret and
administer the Plan and any instrument or agreement relating to, or
Award made under, the Plan; (viii) establish, amend, suspend, or waive
such rules and regulations and appoint such agents as it shall deem
appropriate for the proper administration of the Plan; and (ix) make any
other determination and take any other action that the Committee deems
necessary or desirable for the administration of the Plan. The
Committee will have the power to vary or waive any provision of the Plan
in respect of a Participant and his Award in order to satisfy the terms
of such Participant's employment contract with the Republic Corporation
or a subsidiary and to eliminate any conflict between such contract and
the provisions of the Plan, subject to Rule 16b-3 and Section 162(m) of
the Code and the rules and regulations promulgated thereunder.
Material Features of the Plan. Options (each, an "Option") to purchase
Shares, which may be non-qualified or incentive stock options, may be
granted under the Plan at an exercise price determined by the Committee
at the time the Option is granted; provided, however, that in the case
of (i) an Option granted to a "covered employee" within the meaning of
Section 162(m)(3) of the Code and (ii) an incentive stock option, the
exercise price will be at least 100% of the fair market value of a Share
determined on the date of grant (110% of fair market value in the case
of an incentive stock option granted to a ten percent stockholder).
In the case of Options, if a Participant's employment with Republic
Corporation or any of its subsidiaries or affiliates is terminated by
reason of the Participant's death or disability, or if the Participant
dies within three months of the date of retirement from such employment,
all outstanding Options of such Participant shall become exercisable by
the Participant or the Participant's legal representative, beneficiary,
heir or transferee, as the case may be, within one year from the date
of such death or disability, except to the extent that such Options
expire by their terms during such one-year period prior to the exercise
thereof. Upon Retirement from such employment (as defined in the Plan),
a Participant's outstanding Options become immediately exercisable in
full for the three-month period following such retirement; any Options
not exercised during that period, or which expire by their terms during
that period prior to the exercise thereof, shall terminate. If a
Participant's employment with Republic Corporation or any of its
subsidiaries or affiliates is terminated by reason of (i) discharge by
Republic Corporation or such subsidiary or affiliate for cause or (ii)
voluntary separation on the part of the Participant, unless Republic
Corporation or his employing company or companies otherwise consents,
any outstanding Option, whether exercisable or unexercisable, will be
forfeited. A Participant who leaves such employment for a reason other
than death, disability, Retirement, termination for cause or voluntary
separation on the part of the Participant without the consent of
Republic Corporation or his employing company or companies may exercise
his or her outstanding Options during the three-month period following
such departure, subject to the expiration of Options which by their
terms expire during such period prior to exercise thereof.
An Award of restricted stock ("Restricted Stock") is an award of Shares
which is subject to such restrictions as the Committee deems
appropriate, including forfeiture conditions and restrictions on
transfer for a period specified by the Committee. In the case of
Restricted Stock, if a Participant's employment with Republic
Corporation or any of its subsidiaries or affiliates is terminated by
reason of the Participant's death or disability, the Participant or the
Participant's legal representative, beneficiary, heir or transferee, as
the case may be, shall be entitled to the Shares of Restricted Stock of
such Participant, free of any and all restrictions imposed at the time
of grant, and Republic Corporation will deliver such Shares to such
person within sixty days of receipt by the Committee of evidence
satisfactory to establish such death or disability and, if applicable,
the right of such legal representative, beneficiary, heir or transferee
to receive such Shares. The Committee will establish rules regarding
the right of Participants to elect to receive additional Shares of
Restricted Stock in lieu of any dividends which would otherwise be
payable on account of Shares of Restricted Stock held by such a
Participant. If a Participant's employment is terminated for any reason
other than death or disability, all shares of Restricted Stock will be
forfeited.
An Award of phantom stock ("Phantom Stock") entitles the recipient, upon
lapse of any restrictions, to the fair market value (in cash or shares
of Common Stock) of one share of Republic Corporation's Common Stock for
each Phantom Stock Share. An Award of Stock Appreciation Rights
("SARs") entitles the recipient to receive (in cash or shares of Common
Stock) the difference between the fair market value of a share of Common
Stock on the date of exercise of the SAR and the exercise price (which
shall not be less than the fair market value of such share of Common
Stock on the date of grant). In the case of Phantom Stock and SARs,
the grant price, term, methods of exercise, methods of settlement, risk
of forfeiture and any other terms and conditions of an Award shall be
determined by the Committee at the time of the grant, reflected in the
Award notification and subject to the terms of the Plan and any
applicable Award Agreement.
The Committee may also grant to Participants such other Awards that are
denominated or payable in, valued in whole or in part by reference to,
or otherwise based on or related to, Shares and deemed by the Committee
to be consistent with the purposes of the Plan. Subject to the terms
of the Plan, the Committee shall determine the terms and conditions of
such Awards at the time of grant.
A Participant's rights and interests under the Plan (including the right
to payment of any unpaid Award) may not be assigned or transferred
except in the case of the Participant's death to the Participant's
designated beneficiary or, in the absence of such designation, by will
or the laws of descent and distribution. Notwithstanding the foregoing,
the Committee may approve the transfer of Options by a Participant to
one or more members of the Participant's immediate family or to a trust
(including a revocable trust) for the benefit thereof. No Award shall
be subject to execution, attachment or other process.
Number of Shares. There will be 1,140,801 shares of Common Stock of
Republic Corporation available for Awards pursuant to the Plan,
representing the number of shares authorized for awards, but not
presently awarded, under the Prior Plans. Such number of Shares is
subject to adjustment in the event of a reorganization,
recapitalization, merger, consolidation, spin-off, extraordinary
dividend or other distribution or similar transaction. Each Award,
including Awards of Phantom Stock and SARs, shall reduce the number of
shares remaining, with the exception that any Shares which are forfeited
by the Participant in accordance with the terms of the Plan, and any
shares underlying an Award of Options, Phantom Stock or SARs which are
allowed to lapse or expire or are forfeited in accordance with the terms
of the Award shall be added back to the number of shares available for
Awards.
The maximum number of Shares that may be awarded to any single
Participant during any one-year period pursuant to one or more awards
of Options or SARs under the Plan is 100,000 Shares in total.
Amendment and Termination. The Plan may be terminated at any time, or
modified or amended from time to time, in any case by the affirmative
vote of the holders of a majority of the outstanding shares of the
Common Stock of Republic Corporation present or represented and entitled
to vote at a duly held stockholders' meeting. The Board of Directors
may at any time terminate the Plan or, from time to time, modify or
amend the Plan as it may deem advisable; provided, however, that the
Board of Directors may not make any amendments to the Plan without
stockholder approval where such approval is required to comply with Rule
16b-3 or any other applicable law, regulation or stock exchange rule;
provided, further, however, that no such amendment or termination may
affect the rights of a Participant under an outstanding Award without
the consent of the Participant.
Awards. Awards for the 1995 Plan Year, which are not currently
determinable, are to be made at a meeting of the Committee scheduled to
be held prior to May 16, 1995.
Certain Federal Income Tax Consequences of Options. Certain of the
federal income tax consequences to optionees and Republic Corporation
of Options granted under the Plan should generally be as set forth in
the following summary.
An employee to whom an incentive stock option (an "Incentive Stock
Option") which qualifies under Section 422 of the Code is granted will
not recognize income at the time of grant or exercise of such Option.
No federal income tax deduction will be allowable to the employee's
employer upon the grant or exercise of such Incentive Stock Option.
However, upon the exercise of an Incentive Stock Option, any excess in
the fair market value of the Common Stock over the exercise price
generally will be included in the employee's alternative minimum taxable
income. When the employee sells such shares more than one year after
the date of transfer of such shares and more than two years after the
date of grant of such Incentive Stock Option, the employee will normally
recognize a long-term capital gain or loss equivalent to the difference,
if any, between the sale prices of such shares and the exercise price.
If the employee does not hold such shares for the required period, when
the employee sells such shares, the employee will recognize ordinary
compensation income (unless the amount realized on the sale of such
shares is less than or equal to the aggregate Option exercise price for
such shares), and possibly capital gain or loss in such amounts as are
prescribed by the Code and the regulations thereunder and the employee's
employer will generally be entitled to a federal income tax deduction
in the amount of the ordinary compensation income.
An employee to whom an Option which does not qualify under Section 422
of the Code (a "Non-Qualified Option") is granted will not recognize
income at the time of the grant of such Option. When such employee
exercises such Non-Qualified Option, the employee will recognize
ordinary compensation equal to the difference, if any, between the
exercise price paid and the fair market value, as of the date of Option
exercise, of the shares the employee receives. The tax basis of such
shares to such employee will be equal to the exercise price paid plus
the amount includible in the employee's gross income, and the employee's
holding period for such shares will commence on the date on which the
employee recognized taxable income in respect of such shares. Subject
to the applicable provisions of the Code and regulations thereunder,
the employee's employer will generally be entitled to a federal income
tax deduction in respect of a Non-Qualified Option in an amount equal
to the ordinary compensation income recognized by the employee.
Stockholder Approval
The Board of Directors recommends a vote FOR the approval of the 1995
Long-Term Incentive Stock Plan. Approval of the Plan requires the
affirmative vote of a majority of the shares of Common Stock present in
person or represented by proxy and entitled to vote. For purposes of
determining such number of shares present or represented and entitled
to vote with respect to the Plan, abstentions will be counted (and will
therefore be the equivalent of a "No" vote), but broker non-votes will
not be counted. Edmond J. Safra, who owns approximately 28.9% of the
outstanding Common Stock (see "Ownership of Voting Securities" above)
as of the date hereof, has indicated his intention to vote his shares
in favor of such approval.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 since 1987.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 ques-
tionsquestions 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 19961997 Annual Meeting, such stockholder's proposal must be
received by November 15, 199522, 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 8, 199513, 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
for approval of the
1995 Long-Term Incentive Plan and for approval of the selection of audi-
tors.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 15, 199522, 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]
PROXY
REPUBLIC NEW YORK CORPORATION
PROXY
Annual Meeting of Stockholders
May 16, 199529, 1996
This Proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints, jointly and severally, Peter Kimmelman, James L. Morice and 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 16, 1995,29, 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 FOR Item 2, and FOR Item 32 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 2, AND 32 LIKE THIS X[X] IN BLUE OR BLACK INK.
____________________ ____________- ------------------------- --------------------
ACCOUNT NUMBER COMMON
The Board of Directors recommends a vote "FOR ALL NOMINEES" in Item 1.
Item 1 -- Election1--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
____ _____ ____________________________________________----- ------ ---------------------------------------------
The Board of Directors recommends a vote "FOR" Item 2.
Item 2 - Approval of 1995 Long-Term Incentive Stock Plan
For Against Abstain
___ ___ ___
The Board of Directors recommends a vote "FOR" Item 3.
Item 3 -2-- Approval of selection of auditors
For Against Abstain
___ ___ ___----- ------ ------
I PLAN TO ATTEND MEETING ________
Receipt is hereby acknowledged of the Republic New York Corporation
Notice of Meeting and Proxy Statement.
Signature(s)___________________________________ Date_______________, 1995__________________________ 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 16, 199529, 1996
Graphic Image Material Cross-Reference Index
Information Conveyed by
Omitted Graphic Image Omitted Graphic Image
- --------------------- --------------------------------------------
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 14.16. 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 presentionpresentation found immediately
Stock Index and S&P Money Center preceding where the graph would
Banks Index, omitted from page 16.18. appear.
Proxy Statement
Dated March 15, 1995
Republic New York Corporation
EXHIBIT INDEX
No. Exhibit Description
99 1995 Long-Term Incentive Stock Plan