Form 8-K
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): November 5, 2002
THE BANK OF NEW YORK COMPANY, INC.
(exact name
of registrant as specified in its charter)
NEW YORK
(State or other jurisdiction of incorporation)
| 1-6152 |
|
13-2614959 |
| (Commission file number) |
|
(I.R.S. employer identification number) |
| |
|
|
| One Wall Street, New York, NY |
|
10286 |
| (Address of principal executive offices) |
|
(Zip code) |
| |
|
|
| 212-495-1784 |
|
|
| (Registrant’s telephone number, including area code) |
|
|
Item 5 Other Events
Four exhibits are filed herewith in connection with the Registration Statement on Form S-3 (File Nos. 333-89586, 333-89586-01,
333-89586-02, 333-89586-03, 333-89586-04) filed by The Bank of New York Company, Inc. (the “Company”) with the Securities and Exchange Commission covering the Company’s 5.50% Senior Subordinated Notes due 2017 (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 (successor by merger to Chase Manhattan Trust Company, National Association). The exhibits
consist of the Pricing Agreement (which incorporates the Underwriting Agreement Standard Provisions (August 2002)), dated November 5, 2002, among the Company, Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as
Underwriters (the “Pricing Agreement”); the Form of Note; an Officers’ Certificate pursuant to Sections 201 and 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
(c) Exhibits
The following exhibits are filed herewith:
| |
4.1 |
|
Form of Registrant’s 5.50% Senior Subordinated Notes due 2017. |
| |
4.2 |
|
Officers’ Certificate pursuant to Sections 201 and 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) |
2
SIGNATURE
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: November 13, 2002
| |
|
THE BANK OF NEW YORK COMPANY, INC. |
| |
|
|
|
|
| |
|
|
|
|
| |
|
By: |
|
/S/ THOMAS J. MASTRO
|
| |
|
|
|
Name: Thomas J. Mastro |
| |
|
|
|
Title: Comptroller |
3