1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8 - K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported):
January 9, 2007
THE BANK OF NEW YORK COMPANY, INC.
----------------------------------
(exact name of registrant as specified in its charter)
NEW YORK 001-06152 13-2614959
-------- --------- ----------
(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification number)
One Wall Street, New York, NY 10286
----------------------------- -----
(Address of principal executive offices) (Zip code)
212-495-1784
------------
(Registrant's telephone number,
including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[x] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
2
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On January 9, 2007, the Board of Directors of The Bank of New York Company,
Inc. (the "Company") approved (a) a Service Agreement for Thomas A. Renyi,
Chairman and Chief Executive Officer of the Company, who will serve for 18
months as Executive Chairman following the closing of the Company's
previously announced merger with Mellon Financial Corporation, and (b) grants
of options on 700,000 shares of the Company's common stock for Thomas A.
Renyi, Chairman and Chief Executive Officer, and on 500,000 shares of the
Company's common stock for Gerald L. Hassell, President, in each case
conditioned on the closing of the merger.
The option grants, which are in recognition of the key roles Messrs. Renyi
and Hassell played in facilitating the merger and are expected to play in the
integration, will be made immediately before the closing, will have an
exercise price equal to the last closing price on the New York Stock Exchange
before the Effective Time of the merger, and will expire 10 years thereafter.
In Mr. Renyi's case, they will vest 18 months after the closing, or sooner if
(i) the Board of Directors terminates his employment without cause, (ii) he
leaves with the consent of the Board or (iii) he dies or becomes permanently
disabled. In Mr. Hassell's case, one-third of the options will vest on the
first anniversary of the closing and the remainder will vest in pro rata
monthly installments over the following two years, or sooner if (x) the Board
terminates his employment without cause, (y) he leaves with the consent of
the Board or (z) he dies or becomes permanently disabled. The options will
be forfeited, in Mr. Renyi's case, if he terminates his employment within 18
months of the closing without the consent of the Board and, in Mr. Hassell's
case, if he terminates his employment within three years of the closing
without the consent of the Board. In the case of both executives, the
options will be forfeited upon involuntary termination of employment for
cause.
Under Mr. Renyi's Service Agreement, he will continue to receive his current
compensation and benefits until his retirement. Upon his retirement, either
after 18 months, or earlier with the consent of the Board, he will be
entitled, until age 80, to secretarial support and the use of a car and
driver and of an office. If the merger is not completed by December 31,
2007, the Agreement will be terminated.
Forward-Looking Statements
The information presented above may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based upon the Company's current beliefs and expectations and
are subject to significant risks and uncertainties. The following risks,
among others, could cause actual results to differ materially from the
anticipated results or other expectations expressed in the forward-looking
statements: (1) the businesses of The Bank of New York Company, Inc. and
Mellon Financial Corporation may not be integrated successfully or the
integration may be more difficult, time-consuming or costly than expected;
(2) the combined company may
3
not realize, to the extent or at the time expected, revenue synergies and
cost savings from the transaction; (3) revenues following the transaction may
be lower than expected as a result of losses of customers or other reasons;
(4) deposit attrition, operating costs, customer loss and business disruption
following the transaction, including, without limitation, difficulties in
maintaining relationships with employees, may be greater than expected; and
(5) governmental or shareholder approvals of the transaction may not be
obtained on the proposed terms or expected timeframe or at all. Additional
factors that could cause The Bank of New York Company, Inc.'s and Mellon
Financial Corporation's results to differ materially from those described in
the forward-looking statements can be found in The Bank of New York Company,
Inc.'s and Mellon Financial Corporation's reports (such as Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K)
filed with the Securities and Exchange Commission.
Additional Information About this Transaction
The proposed transaction between The Bank of New York Company, Inc. and
Mellon Financial Corporation will be submitted to The Bank of New York
Company, Inc.'s and Mellon Financial Corporation's shareholders for their
consideration. Shareholders are urged to read the joint proxy
statement/prospectus regarding the proposed transaction between The Bank of
New York Company, Inc. and Mellon Financial Corporation because it will
contain important information. Shareholders will be able to obtain a free
copy of the joint proxy statement/prospectus, as well as other filings
containing information about The Bank of New York Company, Inc. and Mellon
Financial Corporation, without charge, at the SEC's Internet site
(http://www.sec.gov). Copies of the joint proxy statement/prospectus and
other SEC filings that will be incorporated by reference in the joint proxy
statement/prospectus will also be available, without charge, from The Bank
of New York Company, Inc., Investor Relations, One Wall Street, 31st Floor,
New York, New York 10286 (212-635-1578) or from Mellon Financial Corporation,
Secretary of Mellon Financial Corporation, One Mellon Center, Pittsburgh,
Pennsylvania 15258-0001 (800-205-7699).
Directors and executive officers of The Bank of New York Company, Inc. and
Mellon Financial Corporation and other persons may be deemed to be
participants in the solicitation of proxies from the shareholders of The Bank
of New York Company, Inc. and/or Mellon Financial Corporation in respect of
the proposed transaction. Information about the directors and executive
officers of The Bank of New York Company, Inc. is set forth in the proxy
statement for The Bank of New York Company, Inc.'s annual meeting of
shareholders, as filed with the SEC on March 24, 2006. Information about the
directors and executive officers of Mellon Financial Corporation is set forth
in the proxy statement for Mellon Financial Corporation's 2006 annual meeting
of shareholders, as filed with the SEC on March 15, 2006. Additional
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the joint proxy statement/prospectus when it
becomes available.
4
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: January 16, 2007
THE BANK OF NEW YORK COMPANY, INC.
(Registrant)
By: /s/ Bart R. Schwartz
------------------------
Name: Bart R. Schwartz
Title: Corporate Secretary