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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
Date of Report
(Date of earliest event reported):
January 18, 2007
THE BANK OF NEW YORK COMPANY, INC.
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(exact name of registrant as specified in its charter)
NEW YORK 001-06152 13-2614959
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(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification number)
One Wall Street, New York, NY 10286
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(Address of principal executive offices) (Zip code)
212-495-1784
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(Registrant's telephone number,
including area code)
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 (see General Instruction A.2. below):
[ ] 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))
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ITEM 2.02 Results of Operations and Financial Condition
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On January 18, 2007, The Bank of New York Company, Inc. issued a press
release containing unaudited interim financial information and accompanying
discussion for the fourth quarter of 2006. Exhibit 99.1 is a copy of such
press release and is incorporated herein by reference.
The information furnished under Item 2.02 of this Current Report on Form
8-K, including Exhibit 99.1 shall be deemed to be "filed" for purposes of the
Securities Exchange Act of 1934, as amended.
Forward-Looking Statements
The information presented above may contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements are based upon the Company's current beliefs and
expectations and are subject to significant risks and uncertainties. The
following risks, among others, could cause actual results to differ
materially from the anticipated results or other expectations expressed in
the forward-looking statements: (1) the businesses of The Bank of New York
Company, Inc. and Mellon Financial Corporation may not be integrated
successfully or the integration may be more difficult, time-consuming or
costly than expected; (2) the combined company may not realize, to the extent
or at the time expected, revenue synergies and cost savings from the
transaction; (3) revenues following the transaction may be lower than
expected as a result of losses of customers or other reasons; (4) deposit
attrition, operating costs, customer loss and business disruption following
the transaction, including, without limitation, difficulties in maintaining
relationships with employees, may be greater than expected; and
(5) governmental or shareholder approvals of the transaction may not be
obtained on the proposed terms or expected timeframe or at all. Additional
factors that could cause The Bank of New York Company, Inc.'s and Mellon
Financial Corporation's results to differ materially from those described in
the forward-looking statements can be found in The Bank of New York Company,
Inc.'s and Mellon Financial Corporation's reports (such as Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K)
filed with the Securities and Exchange Commission.
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Additional Information About this Transaction
The proposed transaction between The Bank of New York Company, Inc. and
Mellon Financial Corporation will be submitted to The Bank of New York
Company, Inc.'s and Mellon Financial Corporation's shareholders for their
consideration. Shareholders are urged to read the joint proxy
statement/prospectus regarding the proposed transaction between The Bank of
New York Company, Inc. and Mellon Financial Corporation because it will
contain important information. Shareholders will be able to obtain a free
copy of the joint proxy statement/prospectus, as well as other filings
containing information about The Bank of New York Company, Inc. and Mellon
Financial Corporation, without charge, at the SEC's Internet site
(http://www.sec.gov). Copies of the joint proxy statement/prospectus and
other SEC filings that will be incorporated by reference in the joint proxy
statement/prospectus will also be available, without charge, from The Bank of
New York Company, Inc., Investor Relations, One Wall Street, 31st Floor, New
York, New York 10286 (212-635-1578), or from Mellon Financial Corporation,
Secretary of Mellon Financial Corporation, One Mellon Center, Pittsburgh,
Pennsylvania 15258-0001 (800-205-7699).
Directors and executive officers of The Bank of New York Company, Inc.
and Mellon Financial Corporation and other persons may be deemed to be
participants in the solicitation of proxies from the shareholders of The Bank
of New York Company, Inc and/or Mellon Financial Corporation. in respect of
the proposed transaction. Information about the directors and executive
officers of The Bank of New York Company, Inc. is set forth in the proxy
statement for The Bank of New York Company, Inc.'s 2006 annual meeting of
shareholders, as filed with the SEC on March 24, 2006. Information about the
directors and executive officers of Mellon Financial Corporation is set forth
in the proxy statement for Mellon Financial Corporation's 2006 annual meeting
of shareholders, as filed with the SEC on March 15, 2006. Additional
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the joint proxy statement/prospectus when it
becomes available.
ITEM 9.01 Financial Statements and Exhibits
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Index to and Description of Exhibits
(d) Exhibit Description
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99.1 Unaudited interim financial information and accompanying
discussion for the fourth quarter of 2006 contained in the
press release dated January 18, 2007, of The Bank of New
York Company, Inc.
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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 hereunto duly authorized.
Dated: January 18, 2007
THE BANK OF NEW YORK COMPANY, INC.
(Registrant)
By: /s/ Thomas J. Mastro
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Name: Thomas J. Mastro
Title: Comptroller
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EXHIBIT INDEX
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Exhibit No. Description
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99.1 Unaudited interim financial information and accompanying
discussion for the fourth quarter of 2006 contained in the
press release dated January 18, 2007, of The Bank of New York
Company, Inc.