Back to GetFilings.com
1.
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For The Fiscal Year Ended December 31, 1993
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission file number 1-6152
THE BANK OF NEW YORK COMPANY, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 13-2614959
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
48 Wall Street, New York, New York 10286
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (212) 495-1784
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ----------------------
Common Stock, $7.50 par value NEW YORK STOCK EXCHANGE
8.60% Cumulative Preferred Stock NEW YORK STOCK EXCHANGE
Preferred Stock Purchase Rights NEW YORK STOCK EXCHANGE
Convertible Subordinated Debentures due 2001 NEW YORK STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
-------------------
Warrants to Purchase Common Stock
Class A, 7.75% Cumulative Convertible Preferred Stock
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of voting stock held by nonaffiliates of the
registrant at February 28, 1994 consisted of:
Common Stock ($7.50 par value) $5,103,325,873
(based on closing price
on New York Stock Exchange)
The number of shares outstanding of the registrant's common Stock $7.50 par
value was 93,862,900 shares on February 28, 1994.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1993 Annual Report to Shareholders are incorporated by
reference into Parts I, II, and IV. Portions of the definitive Proxy
Statement pursuant to Regulation 14A for the 1994 Annual Meeting of
Shareholders are incorporated by reference into Part III.
2.
PART I
- ------
ITEM 1. BUSINESS
- -----------------
The business of The Bank of New York Company, Inc. (the "Company") and
its subsidiaries is described in the "Business Review" section of the
Company's 1993 Annual Report to Shareholders which description is included in
Exhibit 13 to this report and incorporated herein by reference. Also, the
"Management's Discussion and Analysis" section included in Exhibit 13
contains financial and statistical information on the operations of the
Company. Such information is herein incorporated by reference.
COMPETITION
The retail and commercial businesses in which the Company operates are
strongly competitive. Competition is provided by both unregulated and
regulated financial services organizations, whose products and services span
the local, national, and global markets in which the Company conducts
operations.
Savings banks, savings and loan associations, and credit unions actively
compete for deposits, and money market funds and brokerage houses offer
deposit-like services. These institutions, as well as consumer and
commercial finance companies, national retail chains, factors, insurance
companies and pension trusts, are important competitors for various types of
loans. Issuers of commercial paper compete actively for funds and reduce
demand for bank loans. For personal and corporate trust services and
investment counseling services, insurance companies, investment counseling
firms, and other business firms and individuals offer active competition.
CERTAIN REGULATORY CONSIDERATIONS
General
As a bank holding company, the Company is subject to the regulation and
supervision of the Federal Reserve Board under the Bank Holding Company Act
("BHC Act"). The Company is also subject to regulation by the New York State
Department of Banking. Under the BHC Act, bank holding companies may not
directly or indirectly acquire the ownership or control of more than 5% of
the voting shares or substantially all of the assets of any company,
including a bank, without the prior approval of the Federal Reserve Board.
In addition, bank holding companies are generally prohibited under the BHC
Act from engaging in nonbanking activities, subject to certain exceptions.
The Company's subsidiary banks are subject to supervision and
examination by applicable federal and state banking agencies. The Bank of
New York ("BNY") is a state-chartered New York banking corporation and a
member of the Federal Reserve System and is subject to regulation and
supervision principally by the Federal Reserve Board. The Bank of New York
(Delaware) ("BNY Del.") is a Delaware chartered FDIC insured non-member bank
and therefore is subject to regulation and supervision principally by the
FDIC. The Bank of New York National Association ("BNYNA") is organized as a
national association under the laws of the United States and therefore is
subject to regulation and supervision principally by the Comptroller of the
Currency ("Comptroller").
3.
Capital Adequacy
Bank regulators have adopted risk-based capital guidelines for bank
holding companies and banks. The minimum ratio of qualifying total capital
to risk-weighted assets (including certain off-balance sheet items) is 8%.
At least half of the total capital is to be comprised of common stock,
retained earnings, noncumulative perpetual preferred stocks, minority
interests and for bank holding companies, a limited amount of qualifying
cumulative perpetual preferred stock, less certain intangibles including
goodwill ("Tier I capital"). The remainder ("Tier II capital") may consist
of other preferred stock, certain other instruments, and limited amounts of
subordinated debt and the loan and lease loss allowance.
In addition, the Federal Reserve Board has established minimum Leverage
Ratio (Tier I capital to average total assets) guidelines for bank holding
companies and banks. These guidelines provide for a minimum leverage ratio
of 3% for bank holding companies and banks that meet certain specified
criteria, including that they have the highest regulatory rating. All other
banking organizations will be required to maintain a leverage ratio of 3%
plus an additional cushion of at least 100 to 200 basis points. The
guidelines also provide that banking organizations experiencing internal
growth or making acquisitions will be expected to maintain strong capital
positions substantially above the minimum supervisory levels, without
significant reliance on intangible assets. Furthermore, the guidelines
indicate that the Federal Reserve Board will continue to consider a "Tangible
Tier I Leverage Ratio" in evaluating proposals for expansion or new
activities. The Tangible Tier I Leverage Ratio is the ratio of Tier I
capital, less intangibles not deducted from Tier I capital, to average total
assets. The Federal Reserve Board has not advised the Company of any
specific minimum leverage ratio applicable to it.
Federal banking agencies have proposed regulations that would modify
existing rules related to risk-based and leverage capital ratios. The
Company does not believe that the aggregate impact of these modifications
would have a significant impact on its capital position.
Bank regulators continue to indicate their desire to raise capital
requirements applicable to banking organizations beyond their current levels.
However, management is unable to predict whether and when higher capital
requirements would be imposed and, if so, at what level and on what schedule.
FDICIA
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA"), which was enacted in December 1991, substantially revised the
depository institution regulatory and funding provisions of the Federal
Deposit Insurance Act ("FDIA") and made revisions to several other federal
banking statutes. Among other things, FDICIA requires the federal banking
regulators to take prompt corrective action in respect of FDIC-insured
depository institutions that do not meet minimum capital requirements.
FDICIA establishes five capital tiers: "well capitalized," "adequately
capitalized," "undercapitalized," "significantly undercapitalized" and
"critically undercapitalized." Under applicable regulations, an FDIC-insured
bank is defined to be well capitalized if it maintains a Leverage Ratio of at
least 5%, a risk-adjusted Tier I Capital Ratio of at least 6% and a Total
Capital Ratio of at least 10% and is not otherwise in a "troubled condition"
as specified by its appropriate federal regulatory agency. A bank is
generally considered to be adequately capitalized if it is not defined to be
well capitalized but meets all of its minimum capital requirements, i.e., if
it has a total risk-based Capital Ratio of 8% or greater, a Tier I risk-based
Capital Ratio of 4% or greater and a Leverage Ratio of 4% or greater. A bank
will be considered undercapitalized if it fails to meet any minimum required
measure, significantly undercapitalized if it is significantly below such
measure and critically undercapitalized if it maintains a level of tangible
equity capital equal to or less than 2% of total assets. A bank may be
deemed to be in a capitalization category that is lower than is indicated by
its actual capital position if it receives an unsatisfactory examination
rating.
4.
FDICIA generally prohibits an FDIC-insured depository institution from
making any capital distribution (including payment of dividends) or paying
any management fee to its holding company if the depository institution would
thereafter be undercapitalized. Undercapitalized depository institutions are
subject to restrictions on borrowing from the Federal Reserve System. In
addition, undercapitalized depository institutions are subject to growth
limitations and are required to submit capital restoration plans. For an
undercapitalized depository institution's capital restoration plan to be
acceptable, its holding company must guarantee the capital plan up to an
amount equal to the lesser of 5% of the depository institution's assets at
the time it becomes undercapitalized or the amount of the capital deficiency
when the institution fails to comply with the plan. In the event of the
parent holding company's bankruptcy, such guarantee would take priority over
the parent's general unsecured creditors. The federal banking agencies may
not accept a capital plan without determining, among other things, that the
plan is based on realistic assumptions and is likely to succeed in restoring
the depository institution's capital. If a depository institution fails to
submit an acceptable plan, it is treated as if it is significantly
undercapitalized.
Significantly undercapitalized depository institutions may be subject to
a number of requirements and restrictions, including orders to sell
sufficient voting stock to become adequately capitalized, requirements to
reduce total assets and cessation of receipt of deposits from correspondent
banks. Critically undercapitalized depository institutions are subject to
appointment of a receiver or conservator.
The Company's significant banking subsidiaries are well capitalized.
The table below indicates capital ratios of the Company and its
significant banking subsidiaries at December 31, 1993 and 1992 and the
respective guidelines for well capitalized institutions under FDICIA.
December 31, 1993
BNY
Company BNY Del. BNYNA
------- --- ---- -----
Tier I 8.87% 8.21% 7.53% 13.90%
Total Capital 13.65 12.82 11.00 15.17
Leverage 7.99 7.22 8.09 6.43
Tangible Common
Equity 7.00 7.74 7.87 6.48
December 31, 1992
BNY
Company BNY Del. BNYNA
------- --- ---- ------ Well
Capitalized
Guidelines
------------
Tier I 7.59% 6.92% 6.24% 10.22% 6%
Total Capital 12.30 11.39 10.35 11.49 10
Leverage 7.11 6.35 6.67 6.21 5
Tangible Common
Equity 5.83 6.73 7.20 6.07
At December 31, 1993, the amounts of capital by which the Company and
its significant banking subsidiaries exceed the guidelines are as follows:
Well Capitalized
BNY
Company BNY Del. BNYNA
(in millions) ------- --- ---- -----
Tier I $1,215 $753 $ 79 $167
Total Capital 1,545 960 52 110
Leverage 1,404 861 149 66
5.
The following table presents the components of the Company's risk-based
capital at December 31, 1993 and 1992:
(in millions)
1993 1992
---- ----
Common Stock $3,778 $3,302
Preferred Stock 294 369
Less: Intangibles 317 345
----- ------
Tier 1 Capital 3,755 3,326
Convertible Preferred Stock - 59
Qualifying Long-term Debt 1,489 1,452
Qualifying Allowance for Loan Losses 534 554
------ ------
Tier 2 Capital 2,023 2,065
------ ------
Total Risk-based Capital $5,778 $5,391
====== ======
The following table presents the components of the Company's risk
adjusted assets at December 31, 1993 and 1992:
1993 1992
------------------- -------------------
Balance Balance
sheet/ Risk sheet/ Risk
notional adjusted notional adjusted
(in millions) amount balance amount balance
-------- -------- -------- --------
Assets
- ------
Cash, Due From Banks and Interest-
Bearing Deposits in Banks $ 4,780 $ 318 $ 5,739 $ 331
Securities 5,597 571 5,900 778
Trading Assets 1,325 270 736 292
Fed Funds Sold and Securities
Purchased Under Resale Agreements 36 5 265 53
Loans 30,570 27,954 29,497 27,864
Allowance for Loan Losses (970) - (1,072) -
Other Assets 4,208 3,425 4,145 3,673
------- ------- -------- -------
Total Assets $45,546 32,543 $ 45,210 32,991
======= ------- ======== -------
Off-Balance Sheet Exposures
- ---------------------------
Commitments to Extend Credit $19,463 6,167 $ 17,718 6,440
Securities Lending Indemnifications 15,005 - 13,676 -
Standby Letters of Credit and
Other Guarantees 4,643 3,685 5,316 4,329
Interest Rate Contracts 36,523 145 29,582 186
Foreign Exchange Contracts 39,877 225 52,987 389
-------- ------- -------- -------
Total Off-Balance Sheet Exposure $115,511 10,222 $119,279 11,344
======== ------- ======== -------
Gross Risk Adjusted Assets 42,765 44,335
Less: Allowance for Loan Losses not
Qualifying as Risk Based Capital 436 518
------- -------
Risk Adjusted Assets $42,329 $43,817
======= =======
6.
Subsequent to December 31, 1993, the Company redeemed $173 million of
preferred stock and BNY acquired the domestic factoring business of the Bank
of Boston. After giving pro forma effect to these actions, the Company's and
BNY's captial ratios at December 31, 1993 were as follows:
Company BNY
------- ----
Tier 1 8.33% 7.82%
Total Capital 13.08 12.41
Leverage 7.51 6.89
Tangible Common Equity 6.88 7.58
A discussion of the Company's capital position is incorporated by
reference from the caption "Capital Resources" in the "Management's
Discussion and Analysis" section of Exhibit 13.
Brokered Deposits
The FDIC has adopted regulations under FDICIA governing the receipt of
brokered deposits. Under the regulations, a bank cannot accept, rollover or
renew brokered deposits unless (i) it is well capitalized or (ii) it is
adequately capitalized and receives a waiver from the FDIC. A bank that
cannot receive brokered deposits also cannot offer "pass-through" insurance
on certain employee benefit accounts. Whether or not it has obtained such a
waiver, an adequately capitalized bank may not pay an interest rate on any
deposits in excess of 75 basis points over certain prevailing market rates
specified by regulation. There are no such restrictions on a bank that is
well capitalized. Because BNY and BNY Del. are well capitalized, the Company
believes the brokered deposits regulation will have no material effect on the
funding or liquidity of BNY and BNY Del. BNYNA is well capitalized, but has
no brokered deposits.
FDIC Insurance Assessments
BNY, BNY Del., and BNYNA are subject to FDIC deposit insurance
assessments. As required by FDICIA, the FDIC has adopted a risk-based
premium schedule which has increased the assessment rates for most FDIC-
insured depository institutions. Under the schedule, the premiums initially
range from $.23 to $.31 for every $100 of deposits. Each financial
institution is assigned to one of three capital groups --- well capitalized,
adequately capitalized, or undercapitalized --- and further assigned to one
of three subgroups within a capital group, on the basis of supervisory
evaluations by the institution's primary federal and, if applicable, state
supervisors and other information relevant to the institution's financial
condition and the risk posed to the applicable insurance fund. The actual
assessment rate applicable to a particular institution will, therefore,
depend in part upon the risk assessment classification so assigned to the
institution by the FDIC.
The FDIC is authorized to raise insurance premiums in certain
circumstances. Any increase in premiums would have an adverse effect on the
Company's earnings.
Under the FDIA, insurance of deposits may be terminated by the FDIC upon
a finding that the institution has engaged in unsafe and unsound practices,
is in an unsafe or unsound condition to continue operations or has violated
any applicable law, regulation, rule, order or condition imposed by a bank's
federal regulatory agency.
Depositor Preference
The Omnibus Budget Reconciliation Act of 1993 provides for a national
depositor preference on amounts realized from the liquidation or other
resolution of any depository institution insured by the FDIC. That act
requires claims to be paid in the following order of priority: the receiver's
administrative expenses; deposits; other general or senior liabilities of the
institution; obligations subordinated to depositors or general creditors; and
obligations to shareholders. Under an FDIC interim rule, which became
effective August 13, 1993, "administrative expenses of the receiver" are
defined as those incurred by the receiver in liquidating or resolving the
affairs of a failed insured depository institution.
7.
Acquisitions
The BHC Act generally limits acquisitions by the Company to commercial
banks and companies engaged in activities that the Federal Reserve Board has
determined to be so closely related to banking as to be a proper incident
thereto. The Company's direct activities are generally limited to furnishing
to its subsidiaries services that qualify under the "closely related" and
"proper incident" tests. Prior Federal Reserve Board approval is required
under the BHC Act for new activities and acquisitions of most nonbanking
companies.
The BHC Act, the Federal Bank Merger Act, and the New York Banking Law
regulate the acquisition of commercial banks. The BHC Act requires the prior
approval of the Federal Reserve Board for the direct or indirect acquisition
of more than 5% of the voting shares of a commercial bank. The BHC Act
generally prohibits the acquisition of a domestic bank located outside the
Company's state of principal operations, New York State, unless authorized by
the law of the state of the target bank. Most states have enacted interstate
banking laws that permit the Company to acquire banks located in their
states, but some states (particularly in the Southeast) presently do not
permit entry by New York bank holding companies. The New York Banking Law
requires state regulatory approval before the Company can acquire more than
5% of the voting shares of a commercial bank in New York.
The merger of BNY with another bank would require the approval of the
Federal Reserve Board or other federal bank regulatory authority and, if the
surviving bank is a state bank, the New York Superintendent of Banks. With
respect to BNYNA, the approval of the Comptroller is required for branching
of national banks, purchasing the assets of other banks and for bank mergers
in which the continuing bank is a national bank.
In reviewing bank acquisition and merger applications, the bank
regulatory authorities will consider, among other things, the competitive
effect and public benefits of the transactions, the capital position of the
combined organization, and the applicant's record under the Community
Reinvestment Act.
Under Federal Reserve Board policy, the Company is expected to act as a
source of financial strength to its banks and to commit resources to support
such banks in circumstances where it might not do so absent such policy. In
addition, any loans by the Company to its banks would be subordinate in right
of payment to deposits and to certain other indebtedness of its banks.
Regulated Banking Subsidiaries
As a New York State chartered bank and a member of the Federal Reserve
System, BNY is subject to the supervision of, and is regularly examined by,
the New York State Banking Department and the Federal Reserve Board. As a
bank insured by the FDIC, BNY is also subject to examination by that agency.
BNY Del. is subject to the supervision of, and is regularly examined by, the
FDIC and the Office of State Bank Commissioner of the State of Delaware.
BNYNA is a national bank subject to the regulation and supervision of, and
regular examination by, the Comptroller and subject to regulations of the
FDIC and Federal Reserve Board.
Both federal and state laws extensively regulate various aspects of the
banking business, such as permissible types and amounts of loans and
investments, permissible activities, and reserve requirements. These
regulations are intended primarily for the protection of depositors rather
than the Company's stockholders.
Restrictions on Transfer of Funds
Restrictions on the transfer of funds to the Company are discussed in
Note 12 to the Consolidated Financial Statements included in Exhibit 13.
Such discussion is incorporated herein by reference.
8.
FIRREA
A depository institution insured by the FDIC can be held liable for any
loss incurred by, or reasonably expected to be incurred by, the FDIC in
connection with (i) the default of a commonly controlled institution or (ii)
any assistance provided by the FDIC to a commonly controlled, FDIC-insured
depository institution in danger of default. "Default" is defined generally
as the appointment of a conservator or receiver, and "in danger of default"
is defined generally as the existence of certain conditions indicating that
a "default" is likely to occur in the absence of regulatory assistance.
GOVERNMENT MONETARY POLICIES
The Federal Reserve Board has the primary responsibility for monetary
policy; accordingly, its actions have an important influence on the demand
for credit and investments and the level of interest rates.
9.
ADDITIONAL FINANCIAL INFORMATION
- -------------------------------------------------------------------------------
Average Balances and Rates on a Taxable Equivalent Basis (dollars in millions)
1993 1992
======================================================
Average Average Average Average
Balance Interest Rate Balance Interest Rate
--------------------------------------------------------
Assets
- ------
Interest-Bearing
Deposits in Banks
(Primarily Foreign) $ 452 $ 24 5.42% $ 753 $ 76 10.14%
Federal Funds Sold
and Securities
Purchased Under
Resale Agreements 3,149 97 3.06 2,379 85 3.54
Loans
Domestic Offices
Consumer 8,046 792 9.84 6,708 687 10.24
Commercial 12,211 755 6.18 11,951 772 6.46
Foreign Offices 10,170 485 4.77 11,686 651 5.57
------- ------ ------- ------
Total Loans 30,427 2,032* 6.68 30,345 2,110* 6.95
------- ------ ------- ------
Securities
U.S. Government
Obligations 3,732 215 5.78 3,611 240 6.66
Obligations of
States and
Political
Subdivisions 1,070 110 10.29 1,224 135 11.04
Other Securities,
including Trading
Securities
Domestic Offices 1,358 64 4.74 1,190 91 7.65
Foreign Offices 192 14 7.36 177 17 9.44
------- ------ ------- ------
Total Other
Securities 1,550 78 5.06 1,367 108 7.88
------- ------ ------- ------
Total Securities 6,352 403 6.36 6,202 483 7.79
------- ------ ------- ------
Total Interest-Earning
Assets 40,380 $2,556 6.33% 39,679 $2,754 6.94%
====== =======
Allowance for Loan
Losses (1,045) (1,057)
Cash and Due from
Banks 2,735 2,522
Other Assets 4,574 5,083
------- -------
Total Assets $46,644 $46,227
======= =======
Assets Attributable
to Foreign Offices 24.37% 28.63%
====== ======
1991
==========================
Average Average
Balance Interest Rate
--------------------------
Assets
- ------
Interest-Bearing
Deposits in Banks
(Primarily Foreign) $ 761 $ 87 11.45%
Federal Funds Sold
and Securities
Purchased Under
Resale Agreements 2,389 138 5.79
Loans
Domestic Offices
Consumer 7,453 902 12.10
Commercial 12,878 1,021 7.93
Foreign Offices 12,388 999 8.06
------- ------
Total Loans 32,719 2,922* 8.93
------- ------
Securities
U.S. Government
Obligations 1,987 156 7.85
Obligations of
States and
Political
Subdivisions 1,497 173 11.55
Other Securities,
including Trading
Securities
Domestic Offices 1,006 74 7.37
Foreign Offices 186 17 8.86
------- ------
Total Other
Securities 1,192 91 7.60
------- ------
Total Securities 4,676 420 8.97
------- ------
Total Interest-Earning
Assets 40,545 $3,567 8.80%
======
Allowance for Loan
Losses (1,216)
Cash and Due from
Banks 2,389
Other Assets 4,899
-------
Total Assets $46,617
=======
Assets Attributable
to Foreign Offices 30.19%
=====
*Includes fees of $103 million in 1993, $96 million in 1992, and $98 million
in 1991.
Nonaccrual loans are included in the average loan balance; the associated
income, recognized on the cash basis, is included in interest.
Taxable equivalent adjustments were $54 million in 1993, $66 million in
1992, and $77 million in 1991, and are based on the federal statutory tax
rate (35% in 1993, and 34% in 1992 and 1991) and applicable state and local
taxes.
Continued on page 10
10.
Average Balances and Rates on a Taxable Equivalent Basis (dollars in
millions)
1993 1992
==========================================================
Average Average Average Average
Balance Interest Rate Balance Interest Rate
----------------------------------------------------------
Liabilities and
Shareholders' Equity
- --------------------
Interest-Bearing
Deposits
Domestic Offices
Money Market Rate
Accounts $ 3,666 $ 91 2.48% $ 3,468 $ 108 3.11%
Savings 8,379 198 2.37 7,189 216 3.01
Certificates of
Deposit of
$100,000 or More 1,189 36 3.00 1,709 64 3.75
Other Time
Deposits 2,701 119 4.39 2,965 152 5.15
------- ------ ------- ------
Total Domestic
Offices 15,935 444 2.78 15,331 540 3.53
------- ------ ------- ------
Foreign Offices
Banks in Foreign
Countries 2,829 93 3.28 4,018 204 5.07
Government and
Official
Institutions 1,306 57 4.34 1,270 61 4.81
Other Time
and Savings 3,752 107 2.87 4,716 200 4.24
------- ------ ------- ------
Total Foreign
Offices 7,887 257 3.26 10,004 465 4.64
------- ------ ------- ------
Total Interest-
Bearing Deposits 23,822 701 2.94 25,335 1,005 3.97
------- ------ ------- ------
Federal Funds
Purchased and
Securities Sold
Under Repurchase
Agreements 3,467 102 2.94 4,001 136 3.40
Other Borrowed Funds 2,348 86 3.66 2,045 85 4.13
Long-Term Debt 1,729 117 6.79 1,386 94 6.77
------- ------ ------- ------
Total Interest-
Bearing
Liabilities 31,366 $1,006 3.21% 32,767 $1,320 4.03%
====== ======
Noninterest-Bearing
Deposits
Domestic Offices 8,946 7,797
Foreign Offices 69 105
------- -------
Total
Noninterest-
Bearing
Deposits 9,015 7,902
------- -------
Other Liabilities 2,366 2,153
Preferred Stock 334 409
Common Shareholders'
Equity 3,563 2,996
------- -------
Total Liabilities
and Shareholders'
Equity $46,644 $46,227
======= =======
Net Interest
Earnings and
Interest Rate
Spread $1,550 3.12 $1,434 2.91
====== ======
Net Yield on
Interest-
Earnings
Assets 3.84% 3.61%
==== ====
Liabilities
Attributable
to Foreign
Offices 19.74% 24.91%
===== =====
1991
===========================
Average Average
Balance Interest Rate
----------------------------
Liabilities and
Shareholders' Equity
- --------------------
Interest-Bearing Deposits
Domestic Offices
Money Market Rate
Accounts $ 3,594 $ 189 5.25%
Savings 6,535 342 5.23
Certificates of
Deposit of $100,000
or More 2,788 179 6.42
Other Time Deposits 4,057 268 6.60
------- ------
Total Domestic Offices 16,974 978 5.76
------- ------
Foreign Offices
Banks in Foreign Countries 5,539 392 7.08
Government and
Official Institutions 996 67 6.67
Other Time and Savings 5,183 357 6.89
------- ------
Total Foreign Offices 11,718 816 6.96
------- ------
Total Interest-
Bearing Deposits 28,692 1,794 6.25
------- ------
Federal Funds Purchased
and Securities Sold
Under Repurchase
Agreements 3,196 177 5.55
Other Borrowed Funds 1,414 93 6.61
Long-Term Debt 991 76 7.65
------- ------
Total Interest-Bearing
Liabilities 34,293 $2,140 6.24%
======
Interest-Bearing Deposits
Domestic Offices 6,862
Foreign Offices 115
-------
Total Noninterest-
Bearing Deposits 6,977
-------
Other Liabilities 2,300
Preferred Stock 395
Common Shareholders' Equity 2,652
-------
Total Liabilities
and Shareholders' Equity $46,617
=======
Net Interest Earnings and
Interest Rate Spread $1,427 2.56
======
Net Yield on
Interest-Earnings Assets 3.52%
====
Liabilities Attributable
to Foreign Offices 28.82%
=====
11.
Rate/Volume Analysis on a Taxable Equivalent Basis (in millions)
- ----------------------------------------------------------------
1993 vs. 1992
----------------------------------------
Increase (Decrease)
due to change in:
------------------- Total
Average Average Increase
Balance Rate (Decrease)
------- ------- ---------
Interest Income
- ---------------
Interest-Bearing Deposits in Banks $ (24) $ (28) $ (52)
Federal Funds Sold and Securities
Purchased Under Resale Agreements 27 (15) 12
Loans
Domestic Offices
Consumer 137 (32) 105
Commercial 17 (34) (17)
Foreign Offices (79) (87) (166)
----- ----- -----
Total Loans 75 (153) (78)
Securities
U.S. Government Obligations 8 (33) (25)
Obligations of States and
Political Subdivisions (16) (9) (25)
Other Securities, including
Trading Assets
Domestic Offices 13 (40) (27)
Foreign Offices 1 (4) (3)
----- ----- -----
Total Other Securities 14 (44) (30)
----- ----- -----
Total Securities 6 (86) (80)
----- ----- -----
Total Interest Income 84 (282) (198)
----- ----- -----
Interest Expense
- ----------------
Interest-Bearing Deposits
Domestic Offices
Money Market Rate Accounts 6 (23) (17)
Savings 36 (54) (18)
Certificate of Deposits of
$100,000 or More (17) (11) (28)
Other Time Deposits (12) (21) (33)
----- ----- -----
Total Domestic Offices 13 (109) (96)
----- ----- -----
Foreign Offices
Banks in Foreign Countries (51) (60) (111)
Government and Official
Institutions 2 (6) (4)
Other Time and Savings (36) (57) (93)
----- ----- -----
Total Foreign Offices (85) (123) (208)
----- ----- -----
Total Interest-Bearing
Deposits (72) (232) (304)
Federal Funds Purchased and
Securities Sold Under
Repurchase Agreements (17) (17) (34)
Other Borrowed Funds 12 (11) 1
Long-Term Debt 23 - 23
----- ----- -----
Total Interest Expense (54) (260) (314)
----- ----- -----
Change in Net Interest Income $ 138 $ (22) $ 116
===== ===== =====
1992 vs. 1991
-----------------------------------
Increase (Decrease)
due to change in:
------------------ Total
Average Average Increase
Balance Rate (Decrease)
------- ------- ---------
Interest Income
- ---------------
Interest-Bearing Deposits in Banks $ (1) $ (10) $ (11)
Federal Funds Sold and Securities
Purchased Under Resale Agreements - (53) (53)
Loans
Domestic Offices
Consumer (85) (130) (215)
Commercial (70) (179) (249)
Foreign Offices (54) (294) (348)
------ ------ ------
Total Loans (209) (603) (812)
Securities
U.S. Government Obligations 127 (43) 84
Obligations of States and
Political Subdivisions (31) (7) (38)
Other Securities, including
Trading Assets
Domestic Offices 14 3 17
Foreign Offices (1) 1 -
----- ----- ------
Total Other Securities 13 4 17
----- ----- ------
Total Securities 109 (46) 63
----- ----- ------
Total Interest Income (101) (712) (813)
----- ----- ------
Interest Expense
- ----------------
Interest-Bearing Deposits
Domestic Offices
Money Market Rate Accounts (6) (75) (81)
Savings 34 (160) (126)
Certificate of Deposits of
$100,000 or More (55) (60) (115)
Other Time Deposits (64) (52) (116)
----- ----- ------
Total Domestic Offices (91) (347) (438)
----- ----- ------
Foreign Offices
Banks in Foreign Countries (92) (96) (188)
Government and Official
Institutions 18 (24) (6)
Other Time and Savings (30) (127) (157)
----- ----- ------
Total Foreign Offices (104) (247) (351)
----- ----- ------
Total Interest-Bearing
Deposits (195) (594) (789)
Federal Funds Purchased and
Securities Sold Under
Repurchase Agreements 45 (86) (41)
Other Borrowed Funds 43 (51) (8)
Long-Term Debt 30 (12) 18
----- ----- ------
Total Interest Expense (77) (743) (820)
----- ----- ------
Change in Net Interest Income $ (24) $ 31 $ 7
===== ===== ======
Changes which are not solely due to balance changes or rate changes are
allocated to such categories on the basis of the respective percentage
changes in average balances and average rates.
12.
Interest-Rate Sensitivity
- -------------------------
The Company actively manages interest-rate sensitivity (the exposure of
net interest income to interest rate movements). The relationship of
interest-earning assets and interest-bearing liabilities between repricing
dates is monitored, and is flexible enough to capitalize on profit
opportunities, while minimizing adverse effects on earnings when changes in
short-term and long-term interest rates occur. The Company uses complex
simulation models to adjust the structure of its assets and liabilities in
response to interest rate changes.
The following table reflects the year-end position of the Company's
interest-earning assets and interest-bearing liabilities that either reprice
or mature within the designated time periods. A positive interest
sensitivity gap, for a particular time period, is one in which more interest-
earning assets reprice or mature than interest-bearing liabilities. A
negative interest sensitivity gap results from a greater amount of
liabilities repricing or maturing. Further, within the time periods shown
below, assets and liabilities reprice on different dates and at different
levels. Interest sensitivity gaps change daily. A negative gap will result
in an increase in net interest income in periods of declining rates and a
decrease in net interest income in periods of rising rates. The opposite is
true for positive gaps.
December 31, 1993
----------------------------------------------------------
Within Within Within Within Greater
1 Mo. 2-3 Mos. 4-6 Mos. 7-12 Mos. Than 12 Mos. Total
----- -------- -------- --------- ------------ -------
(in millions)
Interest-Earning
Assets
- ----------------
Foreign Offices $ 4,959 $ 2,829 $ 1,659 $ 654 $ 171 $10,272
Domestic Offices
Loans 14,615 385 551 732 4,380 20,663
Securities 91 78 220 419 4,472 5,280
Trading Assets 1,321 - - - - 1,321
Federal Funds Sold
and Securities
Purchased Under
Resale Agreements 36 - - - - 36
------- ------- ------- ------ ------- -------
21,022 3,292 2,430 1,805 9,023 $37,572
------- ------- ------- ------ ------- =======
Interest-Bearing
Liabilities
- -----------------
Foreign Offices 7,321 702 278 105 2 8,408
Domestic Offices
Interest-Bearing
Deposits
Money Market
Rate Accounts 3,559 - - - - 3,559
Savings 7,003 - - 12 1,434 8,449
Certificates
of Deposit
of $100,000
or More 473 332 152 72 550 1,579
Other Time
Deposits 406 281 347 244 290 1,568
------- ------- ------- ------ ------- ------
Total
Interest-
Bearing
Deposits 18,762 1,315 777 433 2,276 23,563
------- ------- ------- ------ ------- ------
Federal
Funds
Purchased
and Other
Borrowed
Funds 4,480 251 491 95 80 5,397
Long-Term
Debt 25 50 71 25 1,419 1,590
------- ------- ------- ------ ------- ------
Noninterest-
Bearing
Sources
of Funds 1,801 24 37 76 5,084 7,022
- ---------- ------- ------- ------- ------ ------- ------
Total 25,068 1,640 1,376 629 8,859 $37,572
=======
Effect of
Financial
Futures
and Swaps (105) (528) 712 11 (90)
- ---------- ------- ------ ------- ------ -------
Interest-
Sensitive Gap $(4,151) $ 1,124 $ 1,766 $1,187 $ 74
- ------------- ======= ======= ======= ====== =======
Cumulative
Interest-
Sensitivity
Gap $(4,151) $(3,027) $(1,261) $ (74) $ -
- --------- ======= ======= ======= ====== =======
13.
PROVISION AND ALLOWANCE FOR LOAN LOSSES
- ---------------------------------------
Risk factors other than less developed country (LDC) loans and highly
leveraged transaction (HLT) loans are discussed below. LDC and HLT loans are
discussed under the captions "Provision and Allowance for Loan Losses" and
"Highly Leveraged Transactions" in the "Management's Discussion and Analysis"
section included in Exhibit 13, which discussion is incorporated herein by
reference.
At December 31, 1993, the domestic commercial real estate portfolio had
approximately 74% of its loans in New York and New Jersey, 6% in California,
5% in Pennsylvania, 3% in New England, and 2% in Florida; no other state
accounts for more than 2% of the portfolio. This portfolio consists of the
following types of properties:
Business loans secured by real estate 47%
Offices 24
Retail 7
Hotels 5
Mixed-Used 4
Condominiums and cooperatives 3
Land 2
Industrial/Warehouse 1
Other 7
----
100%
====
At December 31, 1993 and 1992, the Company's nonperforming real estate
loans and real estate acquired in satisfaction of loans aggregated $171
million and $411 million, respectively. Net charge-offs of real estate loans
were $69 million in 1993 and $90 million in 1992. In addition, other real
estate charges were $53 million and $106 million in 1993 and 1992. A
discussion of other real estate charges under "Noninterest Expense and Income
Taxes" in the "Management's Discussion and Analysis" section included in
Exhibit 13 is incorporated herein by reference.
The Company's consumer loan portfolio is comprised principally of credit
card, other installment, and residential loans. Residential and auto loans
are collateralized, thereby reducing the risk. Credit card net charge-offs
were $121 million in 1993 compared to $118 million in 1992. The 1993 and
1992 amounts exclude $56 million and $57 million in net charge-offs related
to the portion of the portfolio that is securitized. As a percentage of
average credit card outstandings, net charge-offs decreased to 2.88% in 1993
from 3.74% in 1992. On a managed receivables basis, net charge-offs as a
percentage of average outstandings were 3.19% in 1993 compared to 3.89% in
1992. Other consumer net charge-offs were $23 million in 1993 and $37
million in 1992.
Lending to the utility industry is concentrated in investor-owned
electric utilities. The Company also makes loans to gas and telephone
utilities. Nonperforming loans in this industry amounted to $2 million at
year-end 1993 compared to $3 million in 1992. Charge-offs of loans to the
utility industry were $14 million in 1992. There were no charge-offs in
1993.
14.
The Company's loans to the communications, entertainment, and publishing
industries primarily consist of credits with cable television operators,
broadcasters, magazine and newspaper publishers and motion picture theaters.
There were no nonperforming communications loans at December 31, 1993.
Nonperforming communication loans amounted to $8 million at December 31,
1992. Charge-offs of communications loans were $1 million and $23 million in
1993 and 1992. None of these amounts represent HLTs.
The Company's portfolio of loans for purchasing or carrying securities
is comprised largely of overnight loans which are fully collateralized, with
appropriate margins, by marketable securities. Throughout its many years of
experience in this area, the Company has rarely experienced a loss.
The Company makes short-term, collateralized loans to mortgage bankers
to fund mortgages sold to investors. Nonperforming loans and charge-offs
have not been significant.
Based on an evaluation of individual credits, historical loan losses,
and global economic factors, the Company has allocated its allowance for loan
losses as follows:
1993 1992 1991 1990
---- ---- ---- ----
Real Estate Loans 8% 9% 10% 11%
HLT Loans 6 7 11 17
Other Domestic Commercial and
Industrial Loans 58 57 51 38
Consumer Loans 10 9 10 8
Foreign Loans (excluding medium-term
LDC loans) 6 6 6 6
Medium-Term LDC Loans 12 12 12 20
---- ---- ---- ----
100% 100% 100% 100%
==== ==== ==== ====
Such an allocation is inherently judgmental, and the entire allowance
for loan losses is available to absorb loan losses regardless of the nature
of the loan.
15.
The following table details changes in the Company's allowance for loan
losses for the last five years.
(dollars in millions) 1993 1992 1991
---- ---- -----
Loans Outstanding, December 31, $30,570 $29,497 $30,335
Average Loans Outstanding 30,427 30,345 32,719
Allowance for Loan Losses
- -------------------------
Balance, January 1
Regular
Domestic $ 878 $ 889 $ 831
Foreign 70 60 62
Medium-term Less Developed Countries 124 135 218
------- ------- -------
Total, January 1 1,072 1,084 1,111
------- ------- -------
Allowance of Acquired Companies and
Other Changes 1 56 (28)
Charge-Offs
Domestic
Commercial and Industrial (142) (311) (358)
Real Estate & Construction (71) (103) (165)
Consumer Loans (173) (181) (226)
Foreign (54) (20) (32)
Medium-term Less Developed Countries (9) (13) (39)
------- ------- -------
Total (449) (628) (820)
------- ------- -------
Recoveries
Domestic
Commercial and Industrial 28 66 11
Real Estate & Construction 2 13 1
Consumer Loans 29 26 21
Foreign 2 10 4
Medium-term Less Developed Countries 1 2 6
------- ------- -------
Total 62 117 43
Net Charge-Offs (387) (511) (777)
------- ------- -------
Provision
Domestic 242 423 742
Foreign 42 20 36
Medium-term Less Developed Countries - - -
------- ------- -------
Total 284 443 778
------- ------- -------
Balance, December 31,
Regular
Domestic 794 878 889*
Foreign 60 70 60
Medium-term Less Developed Countries 116 124 135*
------- ------- -------
Total, December 31, $ 970 $ 1,072 $ 1,084
======= ======= =======
Ratios
- ------
Net Charge-Offs to Average Loans
Outstandings 1.27% 1.68% 2.37%
======= ======= =======
Net Charge-Offs to Total Allowance 39.90% 47.67% 71.68%
======= ======= =======
Total Allowance to Year-End Loans
Outstanding 3.17% 3.63% 3.57%
====== ======= =======
(dollars in millions) 1990 1989
---- ----
Loans Outstanding, December 31, $35,776 $38,583
Average Loans Outstanding 38,139 37,898
Allowance for Loan Losses
- -------------------------
Balance, January 1
Regular
Domestic $ 593 $ 384
Foreign 24 14
Medium-term Less Developed Countries 537* 570
------- -------
Total, January 1 1,154 968
------- -------
Allowance of Acquired Companies and
Other Changes 1 -
Charge-Offs
Domestic
Commercial and Industrial (111) (46)
Real Estate & Construction (45) (37)
Consumer Loans (157) (116)
Foreign (9) (3)
Medium-term Less Developed Countries (270) (433)
------- -------
Total (592) (635)
------- -------
Recoveries
Domestic
Commercial and Industrial 35 15
Real Estate & Construction - 1
Consumer Loans 16 12
Foreign 1 4
Medium-term Less Developed Countries 1 -
------- -------
Total 53 32
Net Charge-Offs (539) (603)
------- -------
Provision
Domestic 449 380
Foreign 46 9
Medium-term Less Developed Countries - 400
------- -------
Total 495 789
------- -------
Balance, December 31,
Regular
Domestic 831* 593
Foreign 62 24
Medium-term Less Developed Countries 218* 537
------- -------
Total, December 31, $ 1,111 $ 1,154
======= =======
Ratios
- ------
Net Charge-Offs to Average Loans
Outstandings 1.41% 1.59%
======= =======
Net Charge-Offs to Total Allowance 48.51% 52.25%
======= =======
Total Allowance to Year-End Loans
Outstanding 3.11% 2.99%
======= =======
*Each year includes a $50 million transfer from the LDC Allowance for Loan
Losses to the Regular Allowance.
16.
Nonperforming Assets
- --------------------
A summary of nonperforming assets is presented in the following table.
(in millions) December 31,
1993 1992 1991 1990 1989
---- ---- ---- ---- ----
Nonaccrual
- ----------
Domestic $ 408 $ 581 $1,014 $1,294 $ 864
Foreign (including
Medium-term LDC) 130 198 146 86 227
------ ------ ------ ------ ------
538 779 1,160 1,380 1,091
Reduced Rate (Domestic) 2* 9* 13 15 3
- ------------ ------ ------ ------ ------ ------
540 788 1,173 1,395 1,094
Real Estate Acquired in
- -----------------------
Satisfaction of Loans 99 268 369 355 145
- --------------------- ----- ------ ------ ------- ------
$ 639 $1,056 $1,542 $1,750 $1,239
===== ====== ====== ====== ======
Past Due 90 Days or More
- ------------------------
and Still Accruing Interest
- ---------------------------
Domestic $ 156 $ 218 $ 178 $ 215 $ 188
Foreign - - 66 11 86
------ ------ ------ ------ ------
$ 156 $ 218 $ 244 $ 226 $ 274
====== ====== ====== ====== ======
*Excludes $117 million of reduced rate Philippine obligations secured by zero
coupon U.S. Treasury bonds with comparable maturities.
17.
Securities
- ----------
The following table shows the maturity distribution by carrying amount and
yield (not on a taxable equivalent basis) of the Company's securities
portfolio at December 31, 1993.
States
U.S. Government Political
U.S. Government Agency Subdivisions
--------------- --------------- ------------
Amount Yield Amount Yield Amount Yield
------ ----- ------ ----- ------ -----
(dollars in millions)
Securities Held
- ---------------
for Investment
--------------
One Year or Less $ 361 5.65% $ 23 5.99% $ 376 3.50%
Over 1 through 5 Years 1,882 5.35 35 4.92 187 7.37
Over 5 through 10 Years 509 6.28 - - 147 7.28
Over 10 years 2 10.36 192 7.55 323 7.42
No Maturity - - - - - -
------ ----- ------
$2,754 5.57 $ 250 7.04 $1,033 5.96
====== ===== ======
Securities Held
- ---------------
for Sale
- ----------
One Year or Less $ - - % $ - - % $ 1 4.55%
Over 1 through 5 Years 601 6.06 120 5.04 2 4.55
Over 5 through 10 Years 488 5.70 - - 2 4.55
Over 10 years 7 7.64 - - 4 4.55
No Maturity - - - - - -
----- ----- -----
$1,096 5.91 $ 120 5.04 $ 9 4.55
====== ===== =====
Other Bonds,
Notes and Stocks and
Debentures Warrants
------------- ------------
Amount Yield Amount Yield Total
------ ----- ------ ----- -----
(dollars in millions)
Securities Held
- ---------------
for Investment
--------------
One Year or Less $ 55 5.63% $ - - % $ 815
Over 1 through 5 Years 33 6.02 - - 2,137
Over 5 through 10 Years 23 6.40 - - 679
Over 10 years 2 3.43 - - 519
No Maturity - - 206 2.83 206
---- ---- ------
$113 5.87 $206 2.83 $4,356
==== ==== ======
Securities Held
- ---------------
for Sale
- ----------
One Year or Less $ - - % $ - - % $ 1
Over 1 through 5 Years - - - - 723
Over 5 through 10 Years - - - - 490
Over 10 years - - - - 11
No Maturity - - 16 2.99 16
----- ---- ------
$ - - $ 16 2.99 $1,241
===== ==== ======
Loans
- -----
The following table shows the maturity structure of the Company's commercial
loan portfolio at December 31, 1993.
Over 1 Year
1 Year Through Over
or Less 5 Years 5 Years Total
------- ----------- ------- -----
(in millions)
Domestic
- --------
Real Estate, Excluding Loans
Collateralized by 1-4 Family
Residential Properties $ 606 $1,475 $ 705 $ 2,786
Commercial and Industrial Loans 3,352 3,887 2,542 9,781
Other, Excluding Loans to
Individuals and those
Collateralized by 1-4 Family
Residential Properties 3,364 717 152 4,233
------ ------- ------- -------
7,322 6,079 3,399 16,800
Foreign 1,852 584 1,902 4,338
- ------- ------ ------- ------- -------
Total $9,174 $6,663 $5,301 $21,138
====== ======= ======= =======
Loans with:
Predetermined Interest Rates $1,173 $ 782 $1,613 $ 3,568
Floating Interest Rates 8,001 5,881 3,688 17,570
------ ------- ------- -------
Total $9,174 $6,663 $5,301 $21,138
====== ======= ======= =======
18.
Deposits
- --------
The aggregate amount of deposits by foreign customers in domestic
offices was $739 million, $789 million, and $664 million at December 31,
1993, 1992, and 1991, respectively.
The following table shows the maturity breakdown of domestic time
deposits of $100,000 or more at December 31, 1993.
Time
(in millions) Certificates Deposits-
of Deposits Other Total
---------------------------------------------
3 Months or Less $ 810 $606 $1,416
Over 3 Through 6 Months 147 7 154
Over 6 Through 12 Months 72 6 78
Over 12 Months 550 16 566
------ ---- ------
Total $1,579 $635 $2,214
====== ===== ======
The majority of deposits in foreign offices are time deposits in
denominations of $100,000 or more.
Other Borrowed Funds
- ---------------------
Information related to other borrowed funds in 1993, 1992, and 1991 is
presented in the table below.
1993 1992
---------------- -----------------
(dollars in millions)
Average Average
Amount Rate Amount Rate
------ ------- ------ -------
Federal Funds Purchased
and Securities Sold Under
Repurchase Agreements
- ------------------------
At December 31 $2,711 2.85% $1,773 2.81%
Average During Year 3,467 2.94 4,001 3.40
Maximum Month-End Balance
During Year 4,894 2.80 5,467 3.88
Other*
- -----
At December 31 2,781 3.61% 3,029 3.82
Average During Year 2,348 3.66 2,045 4.13
Maximum Month-End Balance
During Year 3,161 3.60 3,029 3.82
1991
----------------
(dollars in millions)
Average
Amount Rate
------ -------
Federal Funds Purchased and Securities
- -------------------------------------
Sold Under Repurchase Agreements
---------------------------------
At December 31 $3,700 3.77%
Average During Year 3,196 5.55
Maximum Month-End Balance During Year 5,302 8.23
Other*
- -----
At December 31 1,128 4.73
Average During Year 1,414 6.61
Maximum Month-End Balance During Year 1,655 7.48
*Other borrowings consist primarily of commercial paper, bank notes, extended
federal funds purchased, and amounts owed to the U.S. Treasury.
Foreign Assets
- --------------
The only foreign country in which the Company's assets exceed .75% of
year end total assets was the United Kingdom ($351 million in 1993 and $393
million in 1991).
19.
ITEM 2. PROPERTIES
- -------------------
In New York City, the Company owns the thirty story building housing its
executive headquarters at 48 Wall Street, a forty-nine story office building
at One Wall Street, and an operations center at 101 Barclay Street. In
addition, the Company owns and/or leases administrative and operations
facilities in New York City; various locations in New Jersey; Harrison, New
York; Newark, Delaware; London, England; and Utica, New York. Other real
properties owned or leased by the Company, when considered in the aggregate,
are not material to its operations.
ITEM 3. LEGAL PROCEEDINGS
- --------------------------
Litigation regarding Northeast Bancorp., Inc. is described in Note 14 to
the Consolidated Financial Statements included in Exhibit 13, and such
description is incorporated herein by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
There were no matters submitted to a vote of security holders of the
registrant during the fourth quarter of 1993.
PART II
- -------
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
- --------------------------------------------------
RELATED STOCKHOLDER MATTERS
---------------------------
Information with respect to the market for the Company's common equity
and related stockholder matters is incorporated herein by reference from the
"Quarterly Data" section included in Exhibit 13. The Company's securities
that are listed on the New York Stock Exchange (NYSE), are indicated as such
on the front cover of this report. The NYSE symbol for the Company's Common
Stock is BK. The Warrants (to purchase the Company's Common Stock) are
traded over the counter. All of the Company's other securities are not
currently listed. The Company had 26,900 common shareholders of record at
February 28, 1994.
ITEM 6. SELECTED FINANCIAL DATA
- --------------------------------
Selected financial data are incorporated herein by reference from the
"Financial Highlights" section included in Exhibit 13.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
- ----------------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
Management's discussion and analysis of financial condition and results
of operations is incorporated herein by reference from the corresponding
section of the Company's 1993 Annual Report to Shareholders the relevant
portions of which are filed as Exhibit 13 of this report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ----------------------------------------------------
Consolidated financial statements and notes and the independent
auditors' report are incorporated herein by reference from the Company's 1993
Annual Report to Shareholders the relevant portions of which are filed as
Exhibit 13 to this report.
Supplementary financial information is incorporated herein by reference
from the "Quarterly Data" section included in Exhibit 13.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
- -----------------------------------------------------------------------------
There have been no events which require disclosure under Item 304 of
Regulation S-K.
20.
PART III
- --------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------------------------------
The directors of the registrant are identified on pages 25 and 26 of
this report. Additional material responsive to this item is contained in the
Company's definitive Proxy Statement for its 1994 Annual Meeting of
Shareholders, which information is incorporated herein by reference.
EXECUTIVE OFFICERS OF THE REGISTRANT AND BUSINESS EXPERIENCE DURING THE PAST
FIVE YEARS
- -----------------------------------------------------------------------------
Company
Officer
Name Office and Experience Age Since
---- --------------------- --- -----
J. Carter Bacot 1989-1994 Chairman and Chief 61 1975
Executive Officer of the
Company and the Bank
Thomas A. Renyi 1992-1994 President of the Company and 48 1992
Vice Chairman of the Bank
1989-1993 Senior Executive Vice
President and Chief
Credit Officer of the Bank
Alan R. Griffith 1990-1994 Senior Executive Vice 52 1990
President of the Company,
and President and Chief
Operating Officer of the Bank
1989-1990 Senior Executive Vice
President of the Bank
Samuel F. Chevalier 1989-1994 Vice Chairman of the Company 60 1989
and the Bank
1989-1990 Chief Operating Officer and
President of Irving
Bank Corporation
1989 Vice Chairman and Chief
Operating Officer of
Irving Trust Company
Deno D. Papageorge 1989-1994 Senior Executive Vice 55 1980
President of the Company
1989-1994 Senior Executive Vice
President and Chief
Financial Officer
of the Bank
Richard D. Field 1989-1994 Executive Vice President 53 1987
of the Company
1989-1992 Senior Executive Vice
President of the Bank
Robert E. Keilman 1989-1994 Comptroller of the 48 1984
Company and the Bank,
Senior Vice President
of the Bank
Charles E. Rappold 1989-1994 Secretary and Chief Legal 41 1986
Officer of the Company,
Senior Vice President and
Chief Legal Officer
of the Bank
Robert J. Goebert 1989-1994 Auditor of the Company, 52 1982
Senior Vice President
of the Bank
21.
Officers of BNY who perform major policy making functions:
Bank
Executive
Officer
Name Office and Experience Age Since
---- --------------------- --- ------
Richard A. Pace 1990-1994 Executive Vice President and Chief 48 1989
Technologist
1989-1990 Senior Vice President
1989 Senior Vice President of Irving
Trust Company
Robert J. Mueller 1992-1994 Senior Executive Vice President - 52 1989
Chief Credit Policy Officer
1989-1994 Executive Vice President - Mortgage &
Construction Lending
There are no family relationships between the executive officers of the
Company. The terms of office of the executive officers of the Company extend
until the annual organizational meeting of the Board of Directors.
ITEM 11. EXECUTIVE COMPENSATION
- --------------------------------
The material responsive to such item in the Company's definitive Proxy
Statement for its 1994 Annual Meeting of Shareholders is incorporated by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ------------------------------------------------------------------------
The material responsive to such item in the Company's definitive Proxy
Statement for its 1994 Annual Meeting of Shareholders is incorporated by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------
The material responsive to such item in the Company's definitive Proxy
Statement for its 1994 Annual Meeting of Shareholders is incorporated by
reference.
PART IV
- -------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- --------------------------------------------------------------------------
(a) 1 Financial Statements:
See Item 8.
(a) 2 Financial Statement Schedules:
Financial statement schedules are omitted since the required information
is either not applicable, not deemed material, or is shown in the respective
financial statements or in the notes thereto.
22.
(a) 3 Listing of Exhibits:
Exhibit No. Per
Regulation S-K Description
- -------------- -----------
3 (a) The By-Laws of The Bank of New York Company, Inc. as amended
through October 13, 1987.
(Filed as Exhibit 3(a) to the Company's 1987 Annual Report on Form
10- K and incorporated herein by reference.)
(b) Certificate of Incorporation of The Bank of New York Company, Inc.
as amended through July 14, 1993.
(Filed as Exhibit 3 to Current Report on Form 8-K filed by the
Company on July 14, 1993.)
4 (a) None of the outstanding instruments defining the rights of holders
of long-term debt of the Company represent long-term debt in excess
of 10% of the total assets of the Company. The Company hereby
agrees to furnish to the Commission, upon request, a copy of any of
such instruments.
(b) Amended and Restated Rights Agreement dated March 8, 1994.
(Filed as Exhibit 4(a) to Current Report on Form 8-K filed by the
Company on March 23, 1994.)
10 (a) 1984 Stock Option Plan of The Bank of New York Company, Inc. as
amended through February 23, 1988.
(Filed as Exhibit 10(a) to the Company's 1988 Annual Report on Form
10-K and incorporated herein by reference.)
(b) The Bank of New York Company, Inc. Excess Contribution Plan as
amended through July 10, 1990.
(Filed as Exhibit 10(b) to the Company's 1990 Annual Report on Form
10-K and incorporated herein by reference.)
(c) Amendments to The Bank of New York Company, Inc. Excess Contribution
Plan dated February 23, 1994 and November 9, 1993.
(d) The Bank of New York Company, Inc. Excess Benefit Plan as amended
through December 8, 1992.
(Filed as Exhibit 10(d) to the Company's 1992 Annual Report on Form
10-K and incorporated herein by reference.)
(e) Amendments to The Bank of New York Company, Inc. Excess Benefit Plan
dated February 23, 1994 and November 9, 1993.
(f) Management Incentive Compensation Plan of The Bank of New York
Company, Inc.
(Filed as Exhibit 10(d) to the Company's 1986 Annual Report on Form
10-K and incorporated herein by reference.)
(g) 1994 Management Incentive Compensation Plan of The Bank of New York
Company, Inc.
(h) 1988 Long-Term Incentive Plan as amended through December 8, 1992.
(Filed as Exhibit 10(f) to the Company's 1992 Annual Report on Form
10-K and incorporated herein by reference.)
(i) The Bank of New York Company, Inc. 1993 Long Term Incentive Plan.
(Filed as Exhibit 10(m) to the Company's 1992 Annual Report on Form
10-K and incorporated herein by reference.)
23.
Exhibit No. Per
Regulation S-K Description
- --------------- -----------
10 (j) The Bank of New York Company, Inc. Supplemental Executive
Retirement Plan.
(Filed as Exhibit 10(n) to the Company's 1992 Annual Report on
Form 10-K and incorporated herein by reference.)
(k) Amendment to The Bank of New York Company, Inc. Supplemental
Executive Retirement Plan dated March 9, 1993.
(l) Trust Agreement dated April 19, 1988 related to deferred
compensation plans.
(Filed as Exhibit 10(h) to the Company's 1988 Annual Report on
Form 10-K and incorporated herein by reference.)
(m) Trust Agreement dated November 16, 1993 related to deferred
compensation plans.
(n) Form of Remuneration Agreement between the Company and two of the
five most highly compensated executive officers of the Company.
(Filed as Exhibit 10 to the Company's 1982 Annual Report on Form
10-K and incorporated herein by reference.)
(o) Remuneration Agreement between the Company and an executive
officer of the Company.
(Filed as Exhibit 10(h) to the Company's 1991 Annual Report on
Form 10-K and incorporated herein by reference.)
(p) Remuneration Agreement between the Company and an executive
officer of the Company.
(Filed as Exhibit 10(i) to the Company's 1991 Annual Report on Form
10-K and incorporated herein by reference.)
(q) Remuneration Agreement between the Company and an executive
officer of the Company.
(Filed as Exhibit 10(j) to the Company's 1992 Annual Report on Form
10-K and incorporated herein by reference.)
(r) The Bank of New York Company, Inc. Retirement Plan for Non-
Employee Directors.
(s) Deferred Compensation Plan for Non-Employee Directors of The Bank
of New York Company, Inc.
11 Statement - Re: Computation of Per Common Share Earnings
12 Statement - Re: Computation of Earnings to Fixed Charges Ratios
13 Portions of the 1993 Annual Report to Shareholders
21 Subsidiaries of the Registrant
23.1 Consent of Deloitte & Touche
23.2 Consent of Arthur Andersen & Co.
24.
(b) Reports on Form 8-K:
October 18, 1993: Unaudited interim financial information and accompanying
discussion for the third quarter of 1993.
December 7, 1993: An Underwriting Agreement, a Form of Note, an Officers'
Certificate, and a Legal Opinion filed in connection with the Company's
Registration Statement on Form S-3 (File No. 33-51984 and No. 33-50333) with
the Securities and Exchange Commission covering the Company's 6.50%
Subordinated Notes due 2003.
January 13, 1994: Unaudited interim financial information and accompanying
discussion for the fourth quarter of 1993.
March 23, 1994: Amended and Restated Rights Agreement dated March 8, 1994
(c) Exhibits:
Submitted as a separate section of this report.
(d) Financial Statements Schedules:
None
25.
SIGNATURES
- ----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized in New York, New
York, on the 8th day of March, 1994.
THE BANK OF NEW YORK COMPANY, INC.
By: \s\ J. Carter Bacot
-------------------------------------
(J. Carter Bacot, Chairman)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been duly signed below by the following persons on behalf of
the registrant and in the capacities indicated on the 8th day of March, 1994.
Signature Title
--------- -----
\s\J. Carter Bacot Chairman and
- ----------------------------------- Chief Executive Officer
(J. Carter Bacot) (principal executive officer)
\s\ Deno D. Papageorge Senior Executive Vice President
- ----------------------------------- (principal financial officer)
(Deno D. Papageorge)
\s\ Robert E. Keilman Comptroller (principal
- ------------------------------------ accounting officer)
(Robert E. Keilman)
\s\ Richard Barth Director
- ------------------------------------
(Richard Barth)
\s\ William R. Chaney Director
- ------------------------------------
(William R. Chaney)
\s\ Samuel F. Chevalier Vice Chairman and Director
- ------------------------------------
(Samuel F. Chevalier)
\s\ Anthony S. D'Amato Director
- ------------------------------------
(Anthony S. D'Amato)
\s\ Anthony P. Gammie Director
- ------------------------------------
(Anthony P. Gammie)
26.
\s\ Ralph E. Gomory Director
- ------------------------------------
(Ralph E. Gomory)
\s\ Alan R. Griffith Senior Executive Vice President
- ----------------------------------- and Director
(Alan R. Griffith)
\s\ Edward L. Hennessy, Jr. Director
- ------------------------------------
(Edward L. Hennessy, Jr.)
\s\ John C. Malone Director
- ------------------------------------
(John C. Malone)
\s\ Donald L. Miller Director
- ------------------------------------
(Donald L. Miller)
\s\ H. Barclay Morley Director
- ------------------------------------
(H. Barclay Morley)
\s\ Martha T. Muse Director
- ------------------------------------
(Martha T. Muse)
\s\ Catherine A. Rein Director
- ------------------------------------
(Catherine A. Rein)
\s\ Thomas A. Renyi President and Director
- ------------------------------------
(Thomas A. Renyi)
\s\ Harold E. Sells Director
- ------------------------------------
(Harold E. Sells)
\s\ Delbert C. Staley Director
- ------------------------------------
(Delbert C. Staley)
\s\ W. S. White, Jr. Director
- ------------------------------------
(W. S. White, Jr.)
\s\ Samuel H. Woolley Director
- ------------------------------------
(Samuel H. Woolley)
27.
INDEX TO EXHIBITS
Exhibit No.
- ------------
3 (a) The By-Laws of The Bank of New York Company, Inc. as amended through
October 13, 1987.
(Filed as Exhibit 3(a) to the Company's 1987 Annual Report on Form
10-K and incorporated herein by reference.
(b) Certificate of Incorporation of The Bank of New York Company, Inc.
as amended through July 14, 1993.
(Filed as Exhibit 3 to Current Report on Form 8-K filed by the
Company on July 14, 1993.)
4 (a) None of the outstanding instruments defining the rights of holders
of long-term debt of the Company represent long-term debt in excess
of 10% of the total assets of the Company. The Company hereby
agrees to furnish to the Commission, upon request, a copy of any of
such instruments.
(b) Amended and Restated Rights Agreement dated March 8, 1994.
(Filed as Exhibit 4 (a) to Current Report on Form 8-K filed by the
Company on March 23, 1994.)
10 (a) 1984 Stock Option Plan of The Bank of New York Company, Inc. as
amended through February 23, 1988.
(Filed as Exhibit 10(a) to the Company's 1988 Annual Report on Form
10-K and incorporated herein by reference.)
(b) The Bank of New York Company, Inc. Excess Contribution Plan as
amended through July 10, 1990.
(Filed as Exhibit 10(b) to the Company's 1990 Annual Report on Form
10-K and incorporated herein by reference.)
(c) Amendments to The Bank of New York Company, Inc. Excess Contribution
Plan dated February 23, 1994 and November 9, 1993.
(d) The Bank of New York Company, Inc. Excess Benefit Plan as amended
through December 8, 1992.
(Filed as Exhibit 10(d) to the Company's 1992 Annual Report on Form
10-K and incorporated herein by reference.)
(e) Amendments to The Bank of New York Company, Inc. Excess Benefit Plan
dated February 23, 1994 and November 9, 1993.
(f) Management Incentive Compensation Plan of The Bank of New York
Company, Inc.
(Filed as Exhibit 10(d) to the Company's 1986 Annual Report on Form
10-K and incorporated herein by reference.)
(g) 1994 Management Incentive Compensation Plan of The Bank of New York
Company, Inc.
(h) 1988 Long-Term Incentive Plan as amended through December 8, 1992.
(Filed as Exhibit 10(f) to the Company's 1992 Annual Report on Form
10-K and incorporated herein by reference.)
(i) The Bank of New York Company, Inc. 1993 Long Term Incentive Plan.
(Filed as Exhibit 10(m) to the Company's 1992 Annual Report on Form
10-K and incorporated herein by reference.)
28.
INDEX TO EXHIBITS
Exhibit No.
- ------------
10 (j) The Bank of New York Company, Inc. Supplemental Executive Retirement
Plan.
(Filed as Exhibit 10(n) to the Company's 1992 Annual Report on Form
10-K and incorporated herein by reference.)
(k) Amendment to The Bank of New York Company, Inc. Supplemental
Executive Retirement Plan dated March 9, 1993.
(l) Trust Agreement dated April 19, 1988 related to deferred
compensation plans.
(Filed as Exhibit 10(h) to the Company's 1988 Annual Report on Form
10-K and incorporated herein by reference.)
(m) Trust Agreement dated November 16, 1993 related to deferred
compensation plans.
(n) Form of Remuneration Agreement between the Company and two of the
five most highly compensated executive officers of the Company.
(Filed as Exhibit 10 to the Company's 1982 Annual Report on Form
10-K and incorporated herein by reference.)
(o) Remuneration Agreement between the Company and an executive officer
of the Company.
(Filed as Exhibit 10(h) to the Company's 1991 Annual Report on Form
10-K and incorporated herein by reference.)
(p) Remuneration Agreement between the Company and an executive officer
of the Company.
(Filed as Exhibit 10(i) to the Company's 1991 Annual Report on Form
10-K and incorporated herein by reference.)
(q) Remuneration Agreement between the Company and an executive officer
of the Company.
(Filed as Exhibit 10(j) to the Company's 1992 Annual Report on Form
10-K and incorporated herein by reference.)
(r) The Bank of New York Company, Inc. Retirement Plan for Non-Employee
Directors.
(s) Deferred Compensation Plan for Non-Employee Directors of The Bank of
New York Company, Inc.
11 Statement - Re: Computation of Per Common Share Earnings
12 Statement - Re: Computation of Earnings to Fixed Charges Ratios
13 Portions of the 1993 Annual Report to Shareholders
21 Subsidiaries of the Registrant
23.1 Consent of Deloitte & Touche
23.2 Consent of Arthur Andersen & Co.