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): March 15, 2002
THE BANK OF NEW YORK COMPANY, INC.
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(exact name of registrant as specified in its charter)
NEW YORK
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(State or other jurisdiction of incorporation)
1-6152 13-2614959
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(Commission file number) (I.R.S. employer
identification number)
One Wall Street, New York, NY 10286
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(Address of principal (Zip code)
executive offices)
212 - 495 - 1784
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(Registrant's telephone number,
including area code)
Item 5 Other Events
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Four exhibits are filed herewith in connection with the Registration
Statement on Form S-3 (File Nos. 333-62516, 333-62516-01, 333-62516-02,
333-62516-03, 333-62516-04) filed by The Bank of New York Company, Inc. (the
"Company") with the Securities and Exchange Commission covering the Company's
6.375% Senior Subordinated Notes due 2012 (the "Notes"), issuable under an
Indenture (the "Indenture"), dated as of October 1, 1993 between the Company and
J.P. Morgan Trust Company, National Association. The exhibits consist of the
Pricing Agreement (which incorporates by reference the Underwriting Agreement
Standard Provisions (June 2001)), dated March 15, 2002, between Company and
Goldman, Sachs & Co. as Representative of the several Underwriters named therein
(the "Underwriting Agreement"); the Form of Note; an Officers' Certificate
pursuant to Section 301 of the Indenture; and the opinion of counsel as to the
legality of the Notes.
Item 7 Financial Statements, Pro Forma Financial
------ Information and Exhibits
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(c) Exhibits
The following exhibits are filed herewith:
1.1 Underwriting Agreement.
4.1 Form of Registrant's Senior Subordinated 6.375% Note due 2012.
4.2 Officers' Certificate pursuant to Section 301 of the Indenture.
5.1 Opinion of Paul A. Immerman, Esq.
23.1 Consent of Paul A. Immerman, Esq. (included in Exhibit 5.1)
SIGNATURE
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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 thereunto duly authorized.
Date: March 26, 2002
The Bank of New York Company, Inc.
By: /s/ Thomas J. Mastro
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Name: Thomas J. Mastro
Title: Comptroller