PROXY STATMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Check the appropriate box:
[X] Definitive Revised Proxy Statement
REPUBLIC NEW YORK CORPORATION
(Name of Registrant as Specified in its Charter)
William F. Rosenblum, Jr., Esq.
Senior Vice President, Deputy General Counsel and Secretary
Republic New York Corporation
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No filing fee required
[LOGO]
REPUBLIC NEW YORK CORPORATION
452 Fifth Avenue
New York, New York 10018
March 28, 1995
Dear Stockholder:
Enclosed you will find substitute pages (pages S-14, S-15 and S-16)
containing revised stock performance graphs and a related table for the
Republic New York Corporation 1995 Proxy Statement you received recently in
the mail. Due to an error in calculation, the Standard & Poor's 500 Stock
Index performance numbers shown on the graphs on pages 14 and 16, and in
the table on page 15, of the Proxy Statement overstated the performance of
that Index in comparison to the performance of Republic New York
Corporation's Common Stock and the Standard & Poor's Money Center Banks
Index during 1992, 1993 and 1994. The correct numbers are highlighted on
page S-15 and are represented accurately on the graphs on pages S-14 and
S-16, enclosed.
If you have not already done so, you are urged to mark, sign, date and mail
your proxy immediately, after reviewing the enclosed replacement pages. If
you have already mailed your proxy and would like to review or change your
vote in light of the enclosed revised information, please contact Ms. Paula
Magno at the American Stock Transfer & Trust Company, at (800) 937-5449 or
(718) 921-8275, to arrange to receive a new proxy card. Of course, in
either case, 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.
We regret any inconvenience this may have caused.
Very truly yours,
WILLIAM F. ROSENBLUM, JR.
Senior Vice President and
Corporate Secretary
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, and reinvestment of all dividends).
[GRAPH - Comparison of Five-Year Cumulative Total Return Among Republic New
York Corporation, S&P 500 Stock index and the 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 Total Return . . ." below.]
Comparison of Five-Year Cumulative Total Return Among Republic New York
Corporation, S&P 500 Stock Index and S&P Money Center Banks Index
Measurement Period Republic Corporation S&P Money Center Banks
(Fiscal Year Covered) (formerly Republic Bank) S&P 500 Index (formerly S&P Banks NYC)
--------------------- ------------------------ ------------- ------------------------
Measurement Point:
12/31/89 $ 100 $ 100 $ 100
FYE 12/31/90 99 97 69
FYE 12/31/91 144 126 101
FYE 12/31/92 148 136 137
---
FYE 12/31/93 150 150 168
---
FYE 12/31/94 150 152 164
---
S-14
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, 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, and reinvestment of all dividends as indicated
under 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:
12/31/69 $ 100 $ 100 $ 100
FYE 12/31/70 129 104 108
FYE 12/31/71 132 119 122
FYE 12/31/72 241 142 159
FYE 12/31/73 138 121 179
FYE 12/31/74 84 89 121
FYE 12/31/75 95 122 132
FYE 12/31/76 141 151 157
FYE 12/31/77 141 139 131
FYE 12/31/78 195 148 141
FYE 12/31/79 227 175 158
FYE 12/31/80 559 232 190
FYE 12/31/81 716 220 218
FYE 12/31/82 750 267 272
FYE 12/31/83 748 327 304
FYE 12/31/84 846 347 355
FYE 12/31/85 1,127 457 522
FYE 12/31/86 1,948 541 604
FYE 12/31/87 1,545 569 445
FYE 12/31/88 1,530 664 587
FYE 12/31/89 1,881 874 720
FYE 12/31/90 1,867 847 497
FYE 12/31/91 2,708 1,105 725
FYE 12/31/92 2,780 1,189 986
-----
FYE 12/31/93 2,825 1,309 1,213
-----
FYE 12/31/94 2,815 1,326 1,184
-----
S-15
[Graph - Comparison of Twenty-Five Year Cumulative Total Return Among
Republic New York Corporation, S&P 500 Stock Index and S&P Money Center
Banks Index - has been omitted. The information set forth in such graph is
found in the table "Comparison of Twenty-Five Year Cumulative Total Return
. . ." above.]
S-16