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: March 6, 2006
On March 2, 2006, New York Stock Exchange, Inc. (the "NYSE") sent the
following bulletin to the NYSE members and holders of trading licenses:
* * *
Special Membership Bulletin
[Letterhead of the New York Stock Exchange, Inc.]
DATE: MARCH 2, 2006
TO: NYSE MEMBERS/HOLDERS OF TRADING LICENSES
FROM: NELSON CHAI
SUBJECT: TRADING LICENSE PROCEDURES
With the close of our merger with Archipelago March 7, NYSE Trading Licenses
will be required in order to trade on the NYSE beginning March 8. This
memorandum describes procedures for billing and other information related to the
launch of NYSE Trading Licenses.
Trading License holders will be required to pay a deposit of one month's Trading
License payment, which will be applied to the last month's Trading License
payment or to the Termination Fee for early termination, if applicable.
Otherwise, Trading License fees will be billed monthly. Members will receive a
bill in early April for 1) the March 8-March 31 period; 2) the month of April,
and; 3) a one-month deposit which will be applied to payment for the month of
December. Bills are payable on receipt.
Please note that only Member Organizations in good standing will be permitted to
receive Trading Licenses. ALL INVOICES SUBMITTED TO MEMBER ORGANIZATIONS DATED
DECEMBER 31, 2005 AND PRIOR, MUST BE FULLY PAID BEFORE A MEMBER ORGANIZATION
WILL BE PERMITTED TO RECEIVE ITS LICENSE(S). Lessee Members are reminded that
lease payments to Lessors should be made through and including March 7. Any
lease payments already made for the period beyond March 7 should be refunded to
Lessees.
In addition to these Trading License Billing procedures, Members and Member
Organizations are advised that NYSE Market will also implement the following
fees:
APPROVAL OF NEW MEMBER OR PRE-QUALIFIED SUBSTITUTE $1,000.00
o This fee will not apply to current NYSE Members who continue approved for
Trading Floor access after the merger. From and after the merger, however,
if any approved Member changes employment and continues as a Member with
another Trading License holder, the new employer will be billed this fee.
If a pre-qualified
substitute changes employment and continues as a pre-qualified substitute
with another Trading License holder, the new employer will be billed this
fee.
o Member Organizations must give five business days' notice to Membership
Services before a pre-qualified substitute may appear on the floor.
BADGE MAINTENANCE FEE $250.00
o This fee will be charged annually for each active Member of a Member
Organization, and for each pre-qualified substitute.
LICENSE TRANSFER FEE $1,000.00
o This fee is charged when an existing Trading License is to be transferred
to a permitted transferee, namely, another Member Organization that is an
affiliate or a successor to the business of the first Trading License
holder within the meaning of Rule 300(a).
All Member Organizations that require additional Trading Licenses beyond those
they obtained in the December auction may purchase them throughout the year at
an annual rate of $54,219, which is 10% above the annual auction price, subject
to proration for the amount of time remaining in the year, and subject to the
ceiling of 1,366 Trading Licenses outstanding at any time. The forms for
applying for additional licenses are available at www.nyse.com.
Should you have any questions about these policies and fees, please contact
Steve Fuller in Membership Services at (212) 656-2071. For all inquiries related
to billing, please contact Andrew Brandman at (212) 656-2262.
-2-
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 press release 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 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.
-3-