SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT
TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
BNY CAPITAL III
(Exact Name of Registrant as Specified in its Certificate of Trust)
Delaware 13-7103736
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
48 Wall Street
New York, New York 10286
(Address of Principal Executive Offices) (Zip Code)
THE BANK OF NEW YORK COMPANY, INC.
(Exact Name of Registrant as Specified in its Certificate of Incorporation)
New York 13-2614959
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
48 Wall Street
New York, New York 10286
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with the
Instruction A(c)(1) please check effectiveness of a concurrent
the following box. [ ] registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box. [ ]
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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BNY Capital III New York Stock Exchange, Inc.
7.05% Preferred
Securities, Series D
(and the Guarantee
by The Bank of New
York Company, Inc.
with respect thereto)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The 7.05% Preferred Securities, Series D (the "Preferred
Securities") of BNY Capital III (the "Issuer Trust"), a statutory business trust
created under the laws of Delaware, registered hereby represent undivided
beneficial interests in the assets of the Issuer Trust and are guaranteed by The
Bank of New York Company, Inc. (the "Corporation"), a New York corporation, to
the extent set forth in the form of Guarantee Agreement (the "Guarantee") by and
between the Corporation, as Guarantor, and The First National Bank of Chicago,
as Guarantee Trustee, which is incorporated herein by reference to Exhibit 4(j)
to the Registration Statement on Form S-3 (the "Registration Statement") of the
Corporation and the Issuer Trust (File Nos. 333-40837 and 333-40837-01 through
03), filed with the Securities and Exchange Commission on December 17, 1997. The
particular terms of the Preferred Securities and the Guarantee are
described in the preliminary prospectus (the "Prospectus") which forms a part of
the Registration Statement. The Prospectus and the Guarantee are incorporated by
reference herein as set forth in Item 2 below. Such Prospectus as may hereafter
be amended and filed as part of an amendment to the Registration Statement or
otherwise pursuant to Rule 424(b) under the Securities Act of 1933, as amended,
is hereby incorporated by reference.
ITEM 2. EXHIBITS.
Exhibit
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4(a) Certificate of Trust of BNY Capital III (incorporated by reference to
Exhibit 4(b) to the Registration Statement).
4(b) Trust Agreement of BNY Capital III (incorporated by reference to
Exhibit 4(c) to the Registration Statement).
4(c) Form of Amended and Restated Trust Agreement of BNY Capital III
(incorporated by reference to Exhibit 4(h) to the Registration
Statement).
4(d) Form of Preferred Security Certificate (included as Exhibit E to
Exhibit 4(h) to the Registration Statement and incorporated by
reference to such Exhibit in the Registration Statement).
4(e) Form of Guarantee Agreement between The Bank of New York Company, Inc.,
as Guarantor, and The First National Bank of Chicago, as Guarantee
Trustee (incorporated by reference to Exhibit 4(j) to the Registration
Statement).
4(f) Form of Junior Subordinated Indenture between The Bank of New York
Company, Inc. and The First National Bank of Chicago, as Trustee
(incorporated by reference to Exhibit 4(a) to the Registration
Statement).
99 Preliminary Prospectus pertaining to the offer and sale of the
Preferred Securities, which forms a part of, and is incorporated by
reference to, the Registration Statement.
<PAGE>
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
BNY CAPITAL III
By: The Bank of New York Company, Inc.,
as Depositor
Date: March 26, 1998 By: /s/ Robert E. Keilman
Name: Robert E. Keilman
Title: Comptroller
THE BANK OF NEW YORK COMPANY, INC.
Date: March 26, 1998 By: /s/ Robert E. Keilman
Name: Robert E. Keilman
Title: Comptroller
