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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):
October 1, 2006
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 2.01 Completion of acquistiton or disposition of assets.
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On October 1, 2006, The Bank of New York Company, Inc. (the "Company")
completed the sale of its retail and regional middle market banking businesses
to JPMorgan Chase & Co. ("JPMorgan")(the "Retail Bank Sale"). The Company also
completed its acquisition of the corporate trust business from JPMorgan. See
Item 8.01 below.
The Bank of New York (the "Bank"), a subsidiary of the Company, sold its retail
and regional middle market banking businesses to JPMorgan for the net asset
value plus a premium of $2.3 billion. At closing, the retail branches
and related employees transferred to JPMorgan, which expects to convert the
branches to the JPMorgan Chase name and technology platform in 2007.
The Bank's retail bank consists of 338 branches in the tri-state region,
serving approximately 700,000 consumer households and small businesses with
approximately $14.5 billion in deposits and $15.4 billion in assets. The
Bank's regional middle market businesses provide financing, banking and
treasury services for middle market clients, serving more than 2,000 clients
in the tri-state region. Together, the units have approximately 4,000
employees located in New York, New Jersey, Connecticut and Delaware.
All of the necessary regulatory approvals and other customary approvals for the
closing of the sale have been received.
The Company issued a press release related to the completion of the
transactions on October 1, 2006, a copy of which is being filed as Exhibit 99.1
to this Form 8-K and incorporated herein by reference in its entirety.
Item 2.05 Costs Associated with Exit or Disposal Activities.
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On April 6, 2006, the Bank's board of directors approved the Retail Bank Sale.
As part of the Retail Bank Sale, the Company has entered into a plan
(the "Plan") to terminate the employment of employees, terminate contracts and
incur other costs associated with the sale of the business. These after-tax
costs include employee related expenses of approximately $20 million, contract
termination costs of approximately $10 million, transaction costs of
approximately $5 million and other costs of approximately $15 million. The
Company has begun to implement the Plan and expects to complete it within one
year.
The Company also expects to incur after-tax merger and integration costs of
approximately $100 million associated with the purchase of JPMorgan's
corporate trust business. See Item 8.01 below. On an after-tax basis, these
costs include investment portfolio restructuring costs of approximately $50
million, employee related costs of approximately $25 million, and other costs
of approximately $25 milllion.
Item 8.01 Other Events
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On October 1, 2006, the Company completed its acquisition of the corporate
trust business from JPMorgan.
JPMorgan sold its corporate trust business to the Bank for the net asset value
plus a premium of $2.15 billion. The difference between the premium from the
Retail Bank Sale and the premium from the acquisition of the JPMorgan
corporate trust business results in a net cash payment of $150 million to the
Bank. There is also a contingent payment of up to $50 million to the Bank tied
to customer retention.
JPMorgan's corporate trust business comprises issues representing $5 trillion
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in total debt outstanding. It has 2,400 employees in more than 40 locations
globally.
All of the necessary regulatory approvals and other customary approvals for the
closing of the acquisition have been received.
ITEM 9.01 Financial Statements and Exhibits
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Index to and Description of Exhibits
(b) Pro Forma Financial Information
The unaudited pro forma balance sheet of the Company as of June 30, 2006 and
the unaudited pro forma consolidated income statements of the Company, for the
six months ended June 30, 2006 and for the year ended December 31, 2005, are
filed as Exhibit 99.2 to this Current Report and incorporated by reference
herein.
(d) Exhibit No. Description
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99.1 Press release, dated October 2, 2006, related to the
completion of the transactions between The Bank of New
York Company, Inc. and JPMorgan Chase & Co.
99.2 Unaudited pro forma balance sheet of the Company as of
June 30, 2006 and the unaudited pro forma consolidated
income statements of the Company, for the six months ended
June 30, 2006 and for the year ended December 31, 2005.
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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: October 5, 2006
THE BANK OF NEW YORK COMPANY, INC.
(Registrant)
By: /s/ Bart R. Schwartz
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Name: Bart R. Schwartz
Title: Corporate Secretary
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EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press release, dated October 2, 2006, related to the
completion of the transactions between The Bank of New
York Company, Inc. and JPMorgan Chase & Co.
99.2 Unaudited pro forma balance sheet of the Company as of
June 30, 2006 and the unaudited pro forma consolidated
income statements of the Company, for the six months ended
June 30, 2006 and for the year ended December 31, 2005.