Pricing Supplement Dated March 3, 2005 Rule 424(b)(3)
(To Prospectus dated July 20, 2004 and File Nos. 333-103003,
Prospectus Supplement dated September 10, 2004) 333-103003-01, 333-103003-02,
333-103003-03 and 333-103003-04
THE BANK OF NEW YORK COMPANY, INC.
Senior Subordinated Medium-Term Notes Series G
(U.S. $ Fixed Rate)
_________________________________________________________________
Trade Date: March 3, 2005 Original Issue Date: March 10, 2005
Principal Amount: $500,000,000 Net Proceeds to Issuer: $497,620,000
Purchase Price: 99.524% Agents' Capacity:
Selling Agents' x Principal Basis Agency Basis
Commission/Discount: 0.14%
Price to Public: 99.664%
Interest Rate: 4.95% per annum Interest Payment Date:
Maturity Date: March 15, 2015 Semi-annually on the 15th day of September
and March, commencing September 15, 2005
__________________________________________________________________
Form: x Book Entry
Certificated
Redemption:
x The Notes cannot be redeemed prior to maturity
The Notes may be redeemed prior to maturity
Repayment:
x The Notes cannot be repaid prior to maturity
The Notes can be repaid prior to maturity at the
option of the holder of the Notes
Discount Note: Yes x No
Defeasance:
The defeasance and covenant defeasance provisions of the Senior Subordinated
Indenture described under "Description of Senior Debt Securities and Senior
Subordinated Debt Securities -- Defeasance and Covenant Defeasance" in the
Prospectus will apply to the Notes.
Plan of Distribution:
The Notes described herein are being purchased, severally and not jointly, by
each of the agents named in the below table (the "Agents"), each as principal,
on the terms and conditions described in the Prospectus Supplement under the
caption "Plan of Distribution of Medium-Term Notes." The Notes will be sold to
the public at the price to public set forth above. After the initial offering
of the Notes, the offering price and other selling terms may from time to time
be varied by the Agents.
Aggregate Principal Amount of
Agent Notes to be Purchased
____________________________________________________________________________
Goldman, Sachs & Co. $250,002,000
Barclays Capital Inc. $35,714,000
BNY Capital Markets, Inc. $35,714,000
Citigroup Global Markets Inc. $35,714,000
Credit Suisse First Boston LLC $35,714,000
Deutsche Bank Securities Inc. $35,714,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated $35,714,000
Morgan Stanley & Co. Incorporated $35,714,000
____________
Total $500,000,000
Each Agent has represented, warranted and agreed that: (i) it has not offered
or sold and, prior to the expiry of a period of six months from the Original
Issue Date, will not offer or sell any Notes to persons in the United Kingdom
except to persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purposes
of their businesses or otherwise in circumstances which have not resulted and
will not result in an offer to the public in the United Kingdom within the
meaning of the Public Offers of Securities Regulations 1995; (ii) it has only
communicated or caused to be communicated and will only communicate or cause to
be communicated any invitation or inducement to engage in investment activity
(within the meaning of section 21 of the Financial Services and Markets Act
2000 ("FSMA")) received by it in connection with the issue or sale of any Notes
in circumstances in which section 21(1) of the FSMA does not apply to the
Company; and (iii) it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done by it in relation to the
Notes in, from or otherwise involving the United Kingdom.
Each Agent has represented and agreed that it has not, directly or indirectly,
offered or sold and will not, directly or indirectly, offer or sell in the
Netherlands any Notes with a denomination of less than EUR50,000 (or its
foreign currency equivalent) other than to persons who trade or invest in
securities in the conduct of a profession or business (which include banks,
stockbrokers, insurance companies, pension funds, other institutional investors
and finance companies and treasury departments of large enterprises) unless one
of the other exemptions from or exceptions to the prohibition contained in
article 3 of the Dutch Securities Transactions Supervision Act 1995 (Wet
toezicht effectenverkeer 1995) is applicable and the conditions attached to
such exemption or exception are complied with.
The Notes may not be offered or sold by means of any document other than to
persons whose ordinary business is to buy or sell shares or debentures, whether
as principal or agent, or in circumstances which do not constitute an offer to
the public within the meaning of the Companies Ordinance (Cap. 32) of Hong
Kong, and no advertisement, invitation or document relating to the Notes may be
issued, whether in Hong Kong or elsewhere, which is directed at, or the
contents of which are likely to be accessed or read by, the public in Hong Kong
(except if permitted to do so under the securities laws of Hong Kong) other
than with respect to Notes which are or are intended to be disposed of only to
persons outside Hong Kong or only to "professional investors" within the
meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any
rules made thereunder.
This pricing supplement and the accompanying prospectus supplement and
prospectus has not been registered as a prospectus with the Monetary Authority
of Singapore. Accordingly, this pricing supplement and the accompanying
prospectus supplement and prospectus and any other document or material in
connection with the offer or sale, or invitation or subscription or purchase,
of the Notes may not be circulated or distributed, nor may the Notes be offered
or sold, or be made the subject of an invitation for subscription or purchase,
whether directly or indirectly, to persons in Singapore other than under
circumstances in which such offer, sale or invitation does not constitute an
offer or sale, or invitation for subscription or purchase, of the Notes to the
public in Singapore.
The Notes have not been and will not be registered under the Securities and
Exchange Law of Japan (the Securities and Exchange Law) and each Agent has
agreed that it will not offer or sell any Notes, directly or indirectly, in
Japan or to, or for the benefit of, any resident of Japan (which term as used
herein means any person resident in Japan, including any corporation or other
entity organized under the laws of Japan), or to others for re-offering or
resale, directly or indirectly, in Japan or to a resident of Japan, except
pursuant to an exemption from the registration requirements of, and otherwise
in compliance with, the Securities and Exchange Law and any other applicable
laws, regulations and ministerial guidelines of Japan.