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): April 12, 1994
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)
48 Wall Street, New York, NY 10286
---------------------------- -----
(Address of principal executive (Zip code)
offices)
212 - 495 - 1784
----------------
(Registrant's telephone number,
including area code)
<PAGE> 2.
ITEM 5. Other Events
------------
First Quarter Financial Results, Common Stock
---------------------------------------------
Dividend Increase, Stock Split, and Common Share Buyback
--------------------------------------------------------
On April 12, 1994 The Bank of New York
Company, Inc. (the "Company") issued a press
release announcing the following: unaudited
interim financial information and accompanying
discussion for the first quarter of 1994, an
increase in the quarterly common stock cash
dividend to 55 cents per share, a 2-for-1
common stock split, and a plan to buy back up
to 2.5 million of its pre-split common shares.
Exhibit 99 is a copy of such press release and
is incorporated herein by reference.
ITEM 7. Financial Statements, Pro Forma Financial Information
and Exhibits
-----------------------------------------------------
(c) Exhibit Description
------- -----------
99 Unaudited interim financial
information and accompanying
discussion for the first quarter
of 1994 and the announcement
of an increase in the quarterly
common stock cash dividend, a
2-for-1 common stock split, and
a common stock buy back program
contained in the press release
dated April 12, 1994, of The
Bank of New York Company, Inc.
<PAGE> 3.
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.
Dated: April 12, 1994
THE BANK OF NEW YORK COMPANY, INC.
(Registrant)
By: /s/ Robert E. Keilman
------------------------
Name: Robert E. Keilman
Title: Comptroller
<PAGE> 4.
EXHIBIT INDEX
Exhibit No. Description
99 Unaudited interim financial
information and accompanying
discussion for the first quarter
of 1994 and the announcement
of an increase in the quarterly
common stock cash dividend, a
2-for-1 common stock split, and
a common stock buy back program
contained in the press release
dated April 12, 1994, of The
Bank of New York Company, Inc.
EXHIBIT 99
THE BANK OF NEW YORK COMPANY, INC. NEWS
48 Wall Street, New York, N.Y. 10286
------------------------------------
Contact:
FOR RELEASE: PUBLIC AND INVESTOR RELATIONS DEPT.
IMMEDIATELY Michael M. Pascale, VP
- ----------- (212) 495-1041
Pierre S. Brull, VP
(212) 495-1721
Rhonda Barnat, AVP
(212) 495-1725
THE BANK OF NEW YORK COMPANY, INC. REPORTS
------------------------------------------
RECORD FIRST QUARTER NET INCOME AND E.P.S.
------------------------------------------
First Quarter Net Income $178 Million; E.P.S. $1.75 up 35%
1.50% ROA and 18.55% ROE Also Records
Common Stock Dividend Increased 22%, Stock Split 2-for-1
2.5 Million Common Share Buyback Announced
NEW YORK, N.Y., April 12, 1994 -- The Bank of New York Company, Inc.
reported record first quarter net income of $178 million, which compares
with net income of $134 million in the first quarter of 1993. Fully
diluted earnings per share in the first quarter of 1994 were a record
$1.75 compared with $1.30 per share in the same period last year, an
increase of 35%. The gain on the sale of a portion of the Company's
interest in Wing Hang Bank, Ltd. in Hong Kong, which was partially offset
by a restructuring charge related to National Community Division, added
a net 12 cents to earnings per share this quarter.
<PAGE> 2.
Net interest income, on a taxable equivalent basis, increased $16
million or 4% to $396 million from the first quarter of 1993. The Company
noted widened spreads and increasing loan demand during the first quarter.
Credit card growth remained especially strong. There was also growth in
other consumer loans, as well as in middle market and large corporate
lending.
Fee income was strong, especially from securities and other
processing, syndications and factoring. A lower provision for loan losses
and continued control of operating expenses contributed to higher
earnings.
The Company's Board of Directors today declared a quarterly common
stock cash dividend of 55 cents per share, a 22% increase over the 45
cents previously paid. This increase will result in an annual rate of
$2.20 per share, the highest in the Company's history, surpassing the
previous high of $2.12 per share paid in 1990. The new dividend is
payable on May 6, 1994 to holders of record as of the close of business
on April 22, 1994.
The Company's Board also declared a 2-for-1 common stock split, which
will be paid after the cash dividend. On May 13, 1994, holders of record
as of the close of business on April 22, 1994 will receive one additional
share for every share held.
The Company announced today a plan to buy back, throughout the
remainder of this year, up to 2.5 million of its pre-split common shares.
All shares purchased will be used in connection with certain employee
benefit plans or will be held as treasury shares.
<PAGE> 3.
The Company's estimated Tier I capital and total capital ratios were
8.25% and 12.85% at March 31, 1994 compared with 8.87% and 13.65% at
December 31, 1993 and 8.26% and 12.90% at March 31, 1993. The decline in
these ratios from December 31, 1993 is primarily attributable to the
redemption of $156 million of preferred stock in the first quarter of
1994. The absence of this preferred stock will add approximately 7 cents
to annual per share earnings. Tangible common equity as a percent of
total assets was 6.84% at March 31, 1994 compared with 7.00% at December
31, and 6.41% one year ago.
Return on average assets in the first quarter of 1994 was 1.50%
compared with 1.32% in the fourth quarter of 1993 and 1.17% in the first
quarter of 1993. Return on average common equity was 18.55% in the first
quarter of 1994 compared with 16.16% in the fourth quarter of 1993 and
15.06% in the first quarter of 1993. Both return on assets and return on
equity for this quarter were records for the Company.
Stockholders' equity was reduced by $3 million as a result of the
adoption of FAS 115, which relates to unrealized gains and losses on
securities available for sale.
<PAGE> 4.
NONPERFORMING ASSETS
- --------------------
(dollars in millions)
Change
1Q 1994 vs.
3/31/94 12/31/93 4Q 1993
--------------------------------------
Loans:
HLT $ 51 $ 52 (2)%
Commercial Real Estate 55 72 (24)
Other Commercial 105 130 (19)
Foreign 24 34 (29)
LDC 95 96 (1)
Community Banking 118 156 (24)
----- -----
Total Loans 448 540 (17)
Other Real Estate 84 99 (15)
----- -----
Total $ 532 $ 639 (17)
===== =====
Nonperforming Asset Ratio 1.6% 2.1%
Allowance/Nonperforming
Loans 208.5 179.6
Allowance/Nonperforming
Assets 175.6 151.8
Nonperforming assets declined for the eleventh consecutive quarter.
They totaled $532 million at March 31, compared with $639 million at
December 31, 1993, a decrease of $107 million or 17%. A total of $51
million of small nonperforming loans were sold this quarter. This was the
Company's first bulk sale of nonperforming loans.
Nonperforming commercial real estate assets, which include other
real estate owned, declined to $139 million at March 31, 1994, a $32
million, or 19% decrease from $171 million at December 31, 1993.
<PAGE> 5.
LOAN LOSS PROVISION AND NET CHARGE-OFFS
- ---------------------------------------
(in millions)
1st 4th 1st
Quarter Quarter Quarter
------- ------- -------
1994 1993 1993
---- ---- ----
Provision $ 45 $ 50 $ 93
---- ---- ----
Net Charge-offs:
HLT - 2 (7)
Commercial Real Estate (5) (30) (18)
Other Commercial (20) (6) (32)
Consumer (39) (40) (36)
Foreign - (6) (2)
Other (19) (5) (6)
---- ---- ----
Total (83) (85) (101)
Credit Card Securitization 2 1 -
---- ---- ----
Decrease in
Allowance $ (36) $ (34) $ (8)
==== ==== ====
Other Real Estate
Expense $ 2 $ 4 $ 9
The allowance for loan losses was $934 million, or 2.87% of loans at March
31, 1994 compared with $970 million, or 3.17% of loans at December 31,
1993.
NET INTEREST INCOME
- -------------------
On a taxable equivalent basis, net interest income amounted to $396
million in the first quarter of 1994, compared with $380 million in the
same period of 1993, an increase of 4%. The net interest rate spread was
3.18% in the first quarter of 1994 compared with 3.12% in the fourth
quarter of 1993 and 3.11% one year ago. The net yield on interest earning
assets was 3.89% in the first quarter of 1994 compared with 3.83% in the
fourth quarter of 1993 and 3.82% in the same period last year. The spread
<PAGE> 6.
and yield benefitted modestly from the return of a portion of the
Company's credit card securitization to its balance sheet.
There was continued strong performance in credit cards, as the number
of card accounts increased by 23% to 4.9 million and managed outstandings
were up by 21% to $6.3 billion from one year ago. Response rates to our
aggressive national direct-mail campaign have significantly exceeded
expectations so far this year. We will continue this program throughout
the remainder of 1994. The credit quality of our card portfolio continues
to be excellent. Delinquencies continue to decline. Net charge-offs as
a percentage of average outstandings were 3.13% in the first quarter of
1994, down significantly from 3.48% one year ago.
NONINTEREST INCOME
- ------------------
Noninterest income increased 6% to $350 million in the first quarter,
compared with $330 million in the same period last year.
Securities processing fees were $88 million for the first quarter of
1994 and $76 million for the first quarter of 1993, an increase of 16%.
Most areas contributed to the increase. Among the strongest were
corporate trust, government securities clearance, master trust and mutual
fund custody. Other processing fees, principally funds transfer, deposit
services, and trade finance, were $42 million for the first quarter of
1994, compared with $38 million in the same period last year, an increase
of 11%.
Service charges and fees were $119 million in the first quarter of
1994, compared with $114 million in the first quarter of last year. In
the first quarter, noninterest income attributable to the Company's credit
card securitization was $4 million less than the comparable period of last
year due to a portion of these assets returning to the balance sheet.
<PAGE> 7.
Securities gains were $12 million in the first quarter of 1994
compared with $26 million in the same period last year.
Other noninterest income was $56 million and $44 million for the
first quarters of 1994 and 1993. Foreign exchange profits and trading
activities were $16 million and $23 million in the first quarters of 1994
and 1993. Also included in other noninterest income for 1994 is a pre-tax
gain of $22 million ($14 million after-tax) related to the sale of a
portion of the Company's interest in Wing Hang Bank, Ltd., which was
partially offset by a $3 million restructuring charge related to National
Community Division (NCD).
NONINTEREST EXPENSE AND INCOME TAXES
- ------------------------------------
Total noninterest expense increased 3% to $403 million in the first
quarter from $391 million in 1993. Other real estate expense decreased
to $2 million from $9 million in the first quarter of 1993.
Salaries increased 5% in the first quarter to $153 million from $146
million in the same period last year. Excluding the $3 million
restructuring charge related to NCD, salaries increased 3%. Profit-
sharing increased to $16 million from $13 million in last year's first
quarter. Other employee benefits -- primarily incentive compensation and
health care expenses -- were up 4% from the first quarter of last year.
The effective tax rate for the first quarter of 1994 was 37.5%
compared with 36.8% for the first quarter of 1993.
***************************
(Financial highlights and detailed financial statements are attached.)
<PAGE> 8.
<TABLE>
THE BANK OF NEW YORK COMPANY, INC.
Financial Highlights
(Unaudited)
(Dollars in millions, except per share amounts)
<CAPTION>
For the Three Months Ended March 31: 1994 1993 Change
- ---------------------------------------- ---- ---- ------
<S> <C> <C> <C>
Net Income $ 178 $ 134 32.8%
Per Common Share:
Primary Earnings $ 1.85 $ 1.37 35.0
Fully Diluted Earnings 1.75 1.30 34.6
Cash Dividends 0.45 0.38 18.4
Return on Average Common Shareholders'
Equity 18.55% 15.06%
Return on Average Assets 1.50 1.17
As of March 31:
- ---------------
Assets $48,008 $44,027 9.0%
Loans 32,560 29,261 11.3
Securities 5,619 5,055 11.2
Deposits - Domestic 23,637 23,648 -
- Foreign 9,120 7,187 26.9
Long-Term Debt 1,540 1,695 -9.1
Preferred Shareholders' Equity 138 371 -62.8
Common Shareholders' Equity 3,891 3,467 12.2
Common Shareholders' Equity Per Share 41.38 37.10 11.5
Market Value Per Share of Common Stock 51.00 57.75 -11.7
Allowance for Loan Losses as a Percent
of Loans 2.87% 3.64%
Tier I Capital Ratio 8.25 8.26
Total Capital Ratio 12.85 12.90
Leverage Ratio 7.66 7.56
Tangible Common Equity Ratio 6.84 6.41
</TABLE>
<PAGE> 9.
<TABLE>
THE BANK OF NEW YORK COMPANY, INC.
Consolidated Statements of Income
(Unaudited)
(In millions, except per share amounts)
<CAPTION>
For the three
months ended
March 31,
1994 1993
----- -----
<S> <C> <C>
Interest Income
- ---------------
Loans $ 512 $ 507
Securities
Taxable 57 56
Exempt from Federal Income Taxes 15 19
----- -----
72 75
Deposits in Banks 8 8
Federal Funds Sold and Securities
Purchased Under Resale Agreements 19 27
Trading Assets 15 8
----- -----
Total Interest Income 626 625
----- -----
Interest Expense
- ----------------
Deposits 166 187
Federal Funds Purchased and Securities
Sold Under Repurchase Agreements 27 22
Other Borrowed Funds 23 22
Long-Term Debt 27 28
----- -----
Total Interest Expense 243 259
----- -----
Net Interest Income 383 366
- -------------------
Provision for Loan Losses 45 93
----- -----
Net Interest Income After Provision
for Loan Losses 338 273
----- -----
Noninterest Income
- ------------------
Processing Fees
Securities 88 76
Other 42 38
----- -----
130 114
Trust and Investment Fees 33 32
Service Charges and Fees 119 114
Securities Gains 12 26
Other 56 44
----- -----
Total Noninterest Income 350 330
----- -----
Noninterest Expense
- -------------------
Salaries and Employee Benefits 211 199
Net Occupancy 47 43
Furniture and Equipment 22 22
Other 123 127
----- -----
Total Noninterest Expense 403 391
----- -----
Income Before Income Taxes 285 212
Income Taxes 107 78
----- -----
Net Income $ 178 $ 134
- ---------- ===== =====
Net Income Available to Common Shareholders $ 174 $ 127
- ------------------------------------------- ===== =====
Per Common Share Data:
- ----------------------
Primary Earnings $1.85 $1.37
Fully Diluted Earnings 1.75 1.30
Cash Dividends 0.45 0.38
Average Common Shares Outstanding 94 92
</TABLE>
<PAGE> 10.
<TABLE>
THE BANK OF NEW YORK COMPANY, INC.
Consolidated Statements of Condition
(Unaudited)
(Dollars in millions, except per share amounts)
<CAPTION>
March 31, Dec. 31,
1994 1993
---- ----
<S> <C> <C>
Assets
Cash and Due from Banks $ 3,165 $ 4,511
Interest-Bearing Deposits in Banks 298 269
Securities:
Held to Maturity 3,297 4,356
Available for Sale 2,322 1,241
------- -------
Total Securities 5,619 5,597
Trading Assets 2,479 1,325
Federal Funds Sold and Securities Purchased
Under Resale Agreements 300 36
Loans (Less allowance for loan losses of $934 in
1994 and $970 in 1992) 31,626 29,600
Premises and Equipment 934 945
Due from Customers on Acceptances 1,074 888
Accrued Interest Receivable 221 222
Other Assets 2,292 2,153
------- -------
Total Assets $48,008 $45,546
======= =======
Liabilities and Shareholders' Equity
Deposits
Noninterest-Bearing (principally domestic offices) $ 8,792 $ 8,690
Interest-Bearing
Domestic Offices 14,904 15,156
Foreign Offices 9,061 8,313
------- -------
Total Deposits 32,757 32,159
Federal Funds Purchased and Securities
Sold Under Repurchase Agreements 2,726 2,711
Other Borrowed Funds 4,382 2,781
Acceptances Outstanding 1,075 901
Accrued Taxes and Other Expenses 819 763
Accrued Interest Payable 130 111
Other Liabilities 550 458
Long-Term Debt 1,540 1,590
------- -------
Total Liabilities 43,979 41,474
------- -------
Shareholders' Equity
Preferred Stock-no par value, authorized 5,000,000
shares, outstanding 184,000 shares in 1994 and
3,648,100 shares in 1993 111 267
Class A Preferred Stock - par value $2.00 per share,
authorized 5,000,000 shares, outstanding 1,077,015
shares in 1994 and 1,085,415 shares in 1993 27 27
Common Stock-par value $7.50 per share, authorized
350,000,000 shares, issued 93,994,552 shares in
1994 and 93,700,481 shares in 1993 705 703
Additional Capital 1,544 1,544
Retained Earnings 1,647 1,536
------- -------
4,034 4,077
Less: Treasury Stock (92,400 shares in
1994 and 86,599 in 1993), at cost 5 5
------- -------
Total Shareholders' Equity 4,029 4,072
------- -------
Total Liabilities and Shareholders' Equity $48,008 $45,546
======= =======
</TABLE>
<PAGE> 11.
<TABLE>
THE BANK OF NEW YORK COMPANY, INC.
Average Balances and Rates on a Taxable Equivalent Basis
Preliminary
(Dollars in millions)
<CAPTION>
For the three For the three
months ended months ended
March 31, 1994 March 31, 1993
------------------------- --------------------------
Average Average Average Average
Balance Interest Rate Balance Interest Rate
------- -------- ------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
- ------
Interest-Bearing Deposits in
Banks (primarily foreign) $ 563 $ 8 5.39% $ 576 $ 8 5.49%
Federal Funds Sold and
Securities Purchased
Under Resale Agreements 2,444 19 3.23 3,520 27 3.09
Loans
Domestic Offices 21,309 398 7.58 19,845 379 7.75
Foreign Offices 10,005 116 4.69 10,575 129 4.96
------ ------ ------ ------
Total Loans 31,314 514 6.66 30,420 508 6.78
------ ------ ------ ------
Securities
U.S. Government Obligations 3,688 48 5.30 2,322 33 5.84
U.S. Government Agency
Obligations 366 6 6.41 1,118 18 6.47
Obligations of States and
Political Subdivisions 1,024 24 9.55 1,133 30 10.48
Other Securities,including
Trading Securities 1,822 20 4.35 1,167 15 5.13
------ ------ ------ ------
Total Securities 6,900 98 5.74 5,740 96 6.74
------ ------ ------ ------
Total Interest-Earning
Assets 41,221 639 6.29% 40,256 639 6.44%
------ ------
Allowance for Loan Losses (971) (1,073)
Cash and Due from Banks 3,000 2,705
Other Assets 5,116 4,645
------ ------
TOTAL ASSETS $48,366 $46,533
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Interest-Bearing Deposits
Money Market Rate Accounts$ 3,626 22 2.47% $ 3,699 24 2.59%
Savings 8,383 45 2.19 8,276 51 2.51
Certificates of Deposit
$100,000 & Over 885 7 3.06 1,413 11 3.18
Other Time Deposits 2,268 24 4.37 2,952 32 4.46
Foreign Offices 8,739 68 3.17 8,022 69 3.46
------ ------ ------ ------
Total Interest-Bearing
Deposits 23,901 166 2.83 24,362 187 3.11
Federal Funds Purchased and
Securities Sold Under
Repurchase Agreements 3,713 27 2.90 2,956 22 3.00
Other Borrowed Funds 2,610 23 3.63 2,576 22 3.45
Long-Term Debt 1,557 27 6.86 1,695 28 6.73
------ ------ ------ ------
Total Interest-Bearing
Liabilities 31,781 243 3.11% 31,589 259 3.33%
------ ------
Noninterest-Bearing Deposits 9,440 8,864
Other Liabilities 3,106 2,277
Preferred Stock 243 400
Common Shareholders' Equity 3,796 3,403
------ ------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $48,366 $46,533
======= =======
Net Interest Earnings
and Interest Rate Spread $396 3.18% $380 3.11%
====== ======
Net Yield on Interest-Earning
Assets 3.89% 3.82%
====== ======
</TABLE>
