Filed by NYSE Group, Inc.
Pursuant to Rule 425 under the Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934, as amended
Subject Companies:
New York Stock Exchange, Inc.
Archipelago Holdings, Inc.
(Commission File No. 001-32274)
Date: January 30, 2006
On January 30, 2006, New York Stock Exchange, Inc. (the "NYSE") sent the
following bulletin to the NYSE members:
* * *
Special Membership Bulletin
[Letterhead of the New York Stock Exchange, Inc.]
Date: January 30, 2006
To: NYSE Members and Member Organizations
From: Richard P. Bernard
Subject: NYSE Merger Consideration
This memorandum is in reference to the Form of Election and Letter of
Transmittal ("Letter of Transmittal") that we sent to you for your use to
surrender your NYSE membership in exchange for the merger consideration to be
issued upon completion of the proposed merger of the New York Stock Exchange,
Inc. (the "NYSE") and Archipelago Holdings, Inc. ("Archipelago").
ADDITIONAL ELIGIBLE DISTRIBUTEES
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As noted in Instruction 5 to the Letter of Transmittal, you may designate one or
more persons to receive all or a portion of your merger consideration, as long
as such person is an eligible distributee. We have expanded the list of eligible
distributees, which is now as follows.
If you are holding your NYSE membership as an individual, your eligible
distributees are:
o any of your family members (which includes your spouse, domestic
partner, children, stepchildren, brothers, sisters, grandchildren,
parents, parents-in-law, grandparents, uncles, aunts, nephews and
nieces);
o any trust or foundation solely for the benefit of you or your family
members;
o any entity in which you directly or indirectly own all of the common equity
and voting interests; and
o the trustee of your bankruptcy estate if you become bankrupt or insolvent.
If you are holding your NYSE membership in a limited liability company approved
by the NYSE, your eligible distributees are:
o any entity or person that directly or indirectly owns all of the membership
interests of your limited liability company;
o any entity in which your limited liability company directly or indirectly
owns all of the common equity and voting interests; and
o the trustee of the bankruptcy estate of your limited liability company if
such company becomes bankrupt or insolvent.
If your NYSE membership is subject to an A-B-C Agreement or Subordination
Agreement, your eligible distributees are:
o any entity or person that is a counterparty to such agreement;
o any entity or person that directly or indirectly owns all of the common
equity and voting interests of such counterparty; and
o any entity in which such counterparty directly or indirectly owns all of
the common equity and voting interests.
Finally, if you are holding a NYSE membership as a fiduciary of the estate of a
deceased person, your eligible distributees include any beneficiaries of such
estate (including a trust for the benefit of such beneficiaries).
Please note that all shares of NYSE Group common stock issued in the merger in
respect of a NYSE membership will be subject to the restrictions on transfer set
forth in the Certificate of Incorporation of NYSE Group that will be in effect
after the merger* regardless of whether such shares were distributed to an
eligible distributee pursuant to the Letter of Transmittal.
MERGER CONSIDERATION
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At the time of the completion of the merger, NYSE members and designated
distributees will each receive a check sent via U.S. mail and a statement
verifying the amount of stock that is being held in the NYSE member's or
distributee's names. All restricted shares will be held by Wells Fargo in the
name of the NYSE member or that member's distributees until such time as (1) the
lock-up periods expire or (2) a secondary offering is undertaken.
TO CHANGE YOUR ELECTION/DISTRIBUTION
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If you have already submitted a Letter of Transmittal and wish to change your
election or distribution, you must submit another Letter of Transmittal to Wells
Fargo. The latest-dated Letter of Transmittal will supersede any prior-dated
submission. If you do submit a later-dated Letter of Transmittal, please fill it
out COMPLETELY, as elections and designations contained in all prior Letters of
Transmittal will no longer be in effect upon receipt of the subsequent Letter of
Transmittal.
----------------
* The Certificate of Incorporation of NYSE Group reflecting these changes will
be publicly available on or around the time of the completion of the merger.
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o To request a replacement Letter of Transmittal, please contact the Wells
Fargo Shareowner Services at 800-380-1372.
o Wells Fargo will also:
(1) answer questions regarding the completion of your Letter of
Transmittal,
(2) verify receipt of a Letter of Transmittal you have already submitted,
and
(3) process a change of address for an NYSE member or distributee.
If you have any other questions concerning the Letter of Transmittal, please
contact Steven Libby at (212) 656-4693 or via email at slibby@nyse.com.
Best regards.
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IMPORTANT ACQUISITION INFORMATION WITH RESPECT TO THE MERGER
In connection with the proposed merger of the New York Stock Exchange, Inc.
("NYSE") and Archipelago Holdings, Inc. ("Archipelago"), NYSE Group, Inc. has
filed a registration statement on Form S-4 with the Securities and Exchange
Commission (SEC) containing a joint proxy statement/prospectus regarding the
proposed transaction. The parties have filed other publicly available relevant
documents concerning the proposed transaction with the SEC. The SEC declared the
Registration Statement effective on November 3, 2005.
NYSE MEMBERS AND ARCHIPELAGO STOCKHOLDERS ARE URGED TO READ THE FINAL JOINT
PROXY STATEMENT/ PROSPECTUS REGARDING THE PROPOSED TRANSACTION BECAUSE IT
CONTAINS IMPORTANT INFORMATION.
NYSE members and Archipelago stockholders can obtain a free copy of the final
joint proxy statement/prospectus, as well as other filings containing
information about NYSE and Archipelago without charge, at the SEC's website
(http://www.sec.gov). Copies of the final joint proxy statement/prospectus can
also be obtained, without charge, by directing a request to the Office of the
Corporate Secretary, NYSE, 11 Wall Street, New York 10005, 212-656-2061 or to
Archipelago, Attention: Investor Relations, at 100 S. Wacker Drive, Suite 1800,
Chicago, Illinois 60606 or calling (888) 514-7284.
This correspondence shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
FORWARD-LOOKING STATEMENTS
Certain statements in this correspondence may contain forward-looking
information regarding the NYSE and Archipelago and the combined company after
the completion of the transactions that are intended to be covered by the safe
harbor for "forward-looking statements" provided by the Private Securities
Litigation Reform Act of 1995. These statements include, but are not limited to,
the benefits of the business combination transaction involving NYSE and
Archipelago, including future financial and operating results, the new company's
plans, objectives, expectations and intentions and other statements that are not
historical facts. Such statements are based upon the current beliefs and
expectations of NYSE's and Archipelago's management and are subject to
significant risks and uncertainties. Actual results may differ from those set
forth in the forward-looking statements.
The following factors, among others, could cause actual results to differ from
those set forth in the forward-looking statements: the ability to obtain
governmental approvals of the transaction on the proposed terms and schedule;
the failure of NYSE members or Archipelago shareholders to approve the
transaction; the risk that the businesses will not be integrated successfully;
the risk that the cost savings and any other synergies from the transaction may
not be fully realized or may take longer to realize than expected; disruption
from the transaction making it more difficult to maintain relationships with
customers, employees or suppliers; competition and its effect on pricing,
spending, third-party relationships and revenues; social and political
conditions such as war, political unrest or terrorism; general economic
conditions and normal business uncertainty. Additional risks and factors are
identified in Archipelago's filings with the Securities Exchange Commission,
including its Report on Form 10-K for the fiscal year ending December 31, 2004
which is available on Archipelago's website at http://www.Archipelago.com, and
the Registration Statement on Form S-4 filed by NYSE Group, Inc. with the SEC on
July 21, 2005 (and amended on September 24, 2005, October 24, 2005 and November
3, 2005).
You should not place undue reliance on forward-looking statements, which speak
only as of the date of this document. Except for any obligation to disclose
material information under the Federal securities laws, none of the NYSE,
Archipelago or the combined company after the completion of the transactions
undertake any obligation to release publicly any revisions to any
forward-looking statements to reflect events or circumstances after the date of
this document.
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