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
March 7, 2006
Date of Report (Date of earliest event reported)
NYSE Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-32829 20-2786071
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
11 Wall Street
New York, New York 10005
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (212) 656-3000
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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:
[ ] 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))
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On March 7, 2006, the New York Stock Exchange Inc. (the "NYSE") and Archipelago
Holdings, Inc. ("Archipelago") completed the combination of their businesses
through a series of mergers (the "Mergers") and became wholly owned subsidiaries
of NYSE Group, Inc. ("NYSE Group") pursuant to the Agreement and Plan of Merger,
dated as of April 20, 2005, as amended and restated as of July 20, 2005, and as
further amended on October 20, 2005 and November 2, 2005, by and among the NYSE,
Archipelago, NYSE Group, NYSE Merger Sub LLC, NYSE Merger Corporation Sub, Inc.
and Archipelago Merger Sub, Inc. In the Mergers, (1) each holder of a share of
Archipelago common stock, par value $0.01per share, was entitled to receive one
share of NYSE Group common stock, par value $0.01 per share; and (2) each holder
of a NYSE membership was entitled to receive $300,000 in cash and 80,177 shares
of NYSE Group common stock. In addition, the NYSE declared a cash dividend of
$70,570.78 to be paid to each holder of a NYSE membership as of March 6, 2006.
The issuance of the NYSE Group common stock pursuant to the Mergers was
registered under the Securities Act of 1933, as amended, pursuant to NYSE
Group's registration statement on Form S-4 (Registration No. 333-126780), which
was declared effective by the Securities and Exchange Commission on November 3,
2005 (the "S-4").
The definitive joint proxy statement-prospectus, dated November 3, 2005, as
supplemented, that forms a part of the S-4 contains additional information about
the Mergers, including information concerning the interests of directors,
executive officers and affiliates of the NYSE and Archipelago in the Mergers.
Shares of NYSE Group common stock will be listed on the New York Stock Exchange
under the ticker symbol "NYX" and will commence trading on March 8, 2006.
The definitive joint proxy statement-prospectus, dated November 3, 2005, as
supplemented, that forms a part of the S-4 sets forth certain information
regarding the Mergers, including information concerning the interests of
directors, executive officers and affiliates of the NYSE and Archipelago in the
Mergers and the intended structure and operation of the combined company created
by the Mergers.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statement of Businesses Acquired
The financial statements required by this item are not being filed herewith. To
the extent such information is required by this item, they will be filed with
the Securities and Exchange Commission by amendment as soon as practicable, but
no later than 71 days after the date on which this Current Report on Form 8-K is
required to be filed.
(b) Pro Forma Financial Information
The financial statements required by this item are not being filed herewith. To
the extent such information is required by this item, they will be filed with
the Securities and Exchange Commission by amendment as soon as practicable, but
no later than 71 days after the date on which this Current Report on Form 8-K is
required to be filed.
(d) Exhibits
Exhibit Number Description
2.1 Agreement and Plan of Merger, dated as of April 20, 2005, as
amended and restated as of July 20, 2005, by and among New York
Stock Exchange, Inc., Archipelago Holdings, Inc., NYSE Merger
Sub LLC, NYSE Merger Corporation Sub, Inc. and Archipelago
Merger Sub, Inc. (Incorporated by reference to Annex A of NYSE
Group, Inc.'s Registration Statement on Form S-4 (Registration
No. 333-126780), which was declared effective by the Securities
and Exchange Commission on November 3, 2005)
2.2 Amendment No. 1, dated as of October 20, 2005, to the Amended
and Restated Agreement and Plan of Merger, by and among New
York Stock Exchange, Inc., Archipelago Holdings, Inc., NYSE
Merger Sub LLC, NYSE Merger Corporation Sub, Inc. and
Archipelago Merger Sub, Inc. (Incorporated by reference to
Annex A of NYSE Group, Inc.'s Registration Statement on Form
S-4 (Registration No. 333-126780), which was declared effective
by the Securities and Exchange Commission on November 3, 2005)
2.3 Amendment No. 2, dated as of November 2, 2005, to the Amendment
and Restated Agreement and Plan of Merger, by and among New
York Stock Exchange, Inc., Archipelago Holdings, Inc., NYSE
Merger Sub LLC, NYSE Merger Corporation Sub, Inc. and
Archipelago Merger Sub, Inc. (Incorporated by reference to
Annex A of NYSE Group, Inc.'s Registration Statement on Form
S-4 (Registration No. 333-126780), which was declared effective
by the Securities and Exchange Commission on November 3, 2005)
99.1 Press release entitled "New York Stock Exchange/Archipelago
Holdings Merger Complete," dated March 7, 2006.
SIGNATURES
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.
NYSE GROUP, INC.
Dated: March 7, 2006 By: /s/ Richard P. Bernard
----------------------------------
Name: Richard P. Bernard
Title: Executive Vice President
and General Counsel
EXHIBIT INDEX
Exhibit Number Description
2.1 Agreement and Plan of Merger, dated as of April 20, 2005, as
amended and restated as of July 20, 2005, by and among New York
Stock Exchange, Inc., Archipelago Holdings, Inc., NYSE Merger
Sub LLC, NYSE Merger Corporation Sub, Inc. and Archipelago
Merger Sub, Inc. (Incorporated by reference to Annex A of NYSE
Group, Inc.'s Registration Statement on Form S-4 (Registration
No. 333-126780), which was declared effective by the Securities
and Exchange Commission on November 3, 2005)
2.2 Amendment No. 1, dated as of October 20, 2005, to the Amended
and Restated Agreement and Plan of Merger, by and among New
York Stock Exchange, Inc., Archipelago Holdings, Inc., NYSE
Merger Sub LLC, NYSE Merger Corporation Sub, Inc. and
Archipelago Merger Sub, Inc. (Incorporated by reference to
Annex A of NYSE Group, Inc.'s Registration Statement on Form
S-4 (Registration No. 333-126780), which was declared effective
by the Securities and Exchange Commission on November 3, 2005)
2.3 Amendment No. 2, dated as of November 2, 2005, to the Amendment
and Restated Agreement and Plan of Merger, by and among New
York Stock Exchange, Inc., Archipelago Holdings, Inc., NYSE
Merger Sub LLC, NYSE Merger Corporation Sub, Inc. and
Archipelago Merger Sub, Inc. (Incorporated by reference to
Annex A of NYSE Group, Inc.'s Registration Statement on Form
S-4 (Registration No. 333-126780), which was declared effective
by the Securities and Exchange Commission on November 3, 2005)
99.1 Press release entitled "New York Stock Exchange/Archipelago
Holdings Merger Complete," dated March 7, 2006.