UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
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 (Commission File Number) (IRS Employer
of 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, NYSE Group, Inc. ("NYSE Group") filed an 8-K announcing the
combination of the businesses of the New York Stock Exchange, Inc. and
Archipelago Holdings, Inc. NYSE Group incorporates that 8-K into this document
by reference and herby amends the 8-K to include the financial statements
required below.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENT OF BUSINESSES ACQUIRED
The financial statements required to be filed under this item were previously
reported in NYSE Group's Registration Statement on Form S-1, file No.
333-132390, which was declared effective by the Securities and Exchange
Commission on May 4, 2006. These financial statements are incorporated into this
document by reference.
(b) PRO FORMA FINANCIAL INFORMATION
The financial statements required to be filed under this item were previously
reported in NYSE Group's Registration Statement on Form S-1, file No.
333-132390, which was declared effective by the Securities and Exchange
Commission on May 4, 2006. These financial statements are incorporated into this
document by reference.
(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 Ex-
change, 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)*
23.1 Consent of Ernst & Young LLP, independent registered
public accounting firm for Archipelago Holdings, Inc.
99.1 Press release entitled "New York Stock
Exchange/Archipelago Holdings Merger Complete," dated
March 7, 2006.*
* Previously filed
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: May 11, 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)*
23.1 Consent of Ernst & Young LLP, independent registered
public accounting firm for Archipelago Holdings, Inc.
99.1 Press release entitled "New York Stock
Exchange/Archipelago Holdings Merger Complete," dated
March 7, 2006.*
*Previously filed