FORM 10-K/A - No. 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For The Fiscal Year Ended December 31, 1993
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission file number 1-6152
THE BANK OF NEW YORK COMPANY, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 13-2614959
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
48 Wall Street, New York, New York 10286
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (212) 495-1784
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- --------------------
Common Stock, $7.50 par value NEW YORK STOCK EXCHANGE
8.60% Cumulative Preferred Stock NEW YORK STOCK EXCHANGE
Preferred Stock Purchase Rights NEW YORK STOCK EXCHANGE
Convertible Subordinated Debentures due 2001 NEW YORK STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
-------------------
Warrants to Purchase Common Stock
Class A 7.75% Cumulative Convertible Preferred Stock
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]
The aggregate market value of voting stock held by nonaffiliates of the
registrant at February 28, 1994 consisted of:
Common Stock ($7.50 par value) $5,103,325,873
(based on closing price
on New York Stock Exchange)
The number of shares outstanding of the registrant's common Stock $7.50 par
value was 93,862,900 shares on February 28, 1994.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1993 Annual Report to Shareholders are incorporated by
reference into Parts I, II, and IV. Portions of the definitive Proxy Statement
pursuant to Regulation 14A for the 1994 Annual Meeting of Shareholders are
incorporated by reference into Part III.
<PAGE> 2.
AMENDMENT NO. 1 TO ANNUAL REPORT
FOR 1993 ON FORM 10-K
The undersigned registrant hereby amends Item 14. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES, AND REPORTS ON FORM 8-K and the Exhibit Index of its Annual Report
for 1993 on Form 10-K by the addition of the Independent Public Accountants
Report for National Community Banks, Inc. to Exhibit 99 and the Exhibit
Index. As so amended Item 14 reads as follows:
PART IV
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- --------------------------------------------------------------------------
(a) 1 Financial Statements:
See Item 8.
(a) 2 Financial Statement Schedules:
Financial statement schedules are omitted since the required information
is either not applicable, not deemed material, or is shown in the respective
financial statements or in the notes thereto.
(a) 3 Listing of Exhibits:
Exhibit No. Per
Regulation S-K Description
- -------------- -----------
3 (a) The By-Laws of The Bank of New York Company, Inc. as amended
through October 13, 1987.
(Filed as Exhibit 3(a) to the Company's 1987 Annual Report on
Form 10-K and incorporated herein by reference.)
(b) Certificate of Incorporation of The Bank of New York Company,
Inc. as amended through July 14, 1993.
(Filed as Exhibit 3 to Current Report on Form 8-K filed by the
Company on July 14, 1993 and incorporated herein by reference.)
4 (a) None of the outstanding instruments defining the rights of
holders of long-term debt of the Company represent long-term
debt in excess of 10% of the total assets of the Company. The
Company hereby agrees to furnish to the Commission, upon
request, a copy of any of such instruments.
(b) Amended and Restated Rights Agreement dated March 8, 1994.
(Filed as Exhibit 4(a) to Current Report on Form 8-K filed by
the Company on March 23, 1994 and incorporated herein by
reference.)
<PAGE> 3.
Exhibit No. Per
Regulation S-K Description
- -------------- -----------
10 (a) 1984 Stock Option Plan of The Bank of New York Company, Inc.
as amended through February 23, 1988.
(Filed as Exhibit 10(a) to the Company's 1988 Annual Report on
Form 10-K and incorporated herein by reference.)
(b) The Bank of New York Company, Inc. Excess Contribution Plan as
amended through July 10, 1990.
(Filed as Exhibit 10(b) to the Company's 1990 Annual Report on
Form 10-K and incorporated herein by reference.)
(c) Amendments to The Bank of New York Company, Inc. Excess
Contribution Plan dated February 23, 1994 and November 9, 1993.
(d) The Bank of New York Company, Inc. Excess Benefit Plan as
amended through December 8, 1992.
(Filed as Exhibit 10(d) to the Company's 1992 Annual Report on
Form 10-K and incorporated herein by reference.)
(e) Amendments to The Bank of New York Company, Inc. Excess
Benefit Plan dated February 23, 1994 and November 9, 1993.
(f) Management Incentive Compensation Plan of The Bank of New York
Company, Inc.
(Filed as Exhibit 10(d) to the Company's 1986 Annual Report on
Form 10-K and incorporated herein by reference.)
(g) 1994 Management Incentive Compensation Plan of The Bank of New
York Company, Inc.
(h) 1988 Long-Term Incentive Plan as amended through
December 8, 1992.
(Filed as Exhibit 10(f) to the Company's 1992 Annual Report on
Form 10-K and incorporated herein by reference.)
(i) The Bank of New York Company, Inc. 1993 Long Term Incentive
Plan.
(Filed as Exhibit 10(m) to the Company's 1992 Annual Report on
Form 10-K and incorporated herein by reference.)
(j) The Bank of New York Company, Inc. Supplemental Executive
Retirement Plan.
(Filed as Exhibit 10(n) to the Company's 1992 Annual Report on
Form 10-K and incorporated herein by reference.)
(k) Amendment to The Bank of New York Company, Inc. Supplemental
Executive Retirement Plan dated March 9, 1993.
<PAGE> 4.
Exhibit No. Per
Regulation S-K Description
- -------------- -----------
10 (l) Trust Agreement dated April 19, 1988 related to deferred
compensation plans.
(Filed as Exhibit 10(h) to the Company's 1988 Annual Report on
Form 10-K and incorporated herein by reference.)
(m) Trust Agreement dated November 16, 1993 related to deferred
compensation plans.
(n) Form of Remuneration Agreement between the Company and two of
the five most highly compensated executive officers of the
Company.
(Filed as Exhibit 10 to the Company's 1982 Annual Report on
Form 10-K and incorporated herein by reference.)
(o) Remuneration Agreement between the Company and an executive
officer of the Company.
(Filed as Exhibit 10(h) to the Company's 1991 Annual Report on
Form 10-K and incorporated herein by reference.)
(p) Remuneration Agreement between the Company and an executive
officer of the Company.
(Filed as Exhibit 10(i) to the Company's 1991 Annual Report on
Form 10-K and incorporated herein by reference.)
(q) Remuneration Agreement between the Company and an executive
officer of the Company.
(Filed as Exhibit 10(j) to the Company's 1992 Annual Report on
Form 10-K and incorporated herein by reference.)
(r) The Bank of New York Company, Inc. Retirement Plan for Non-
Employee Directors.
(s) Deferred Compensation Plan for Non-Employee Directors of The
Bank of New York Company, Inc.
11 Statement - Re: Computation of Per Common Share Earnings
12 Statement - Re: Computation of Earnings to Fixed Charges Ratios
13 Portions of the 1993 Annual Report to Shareholders
21 Subsidiaries of the Registrant
23.1 Consent of Deloitte & Touche
23.2 Consent of Arthur Andersen & Co.
99 Report of Independent Public Accountants for National Community
Banks, Inc.
<PAGE> 5.
(b) Reports on Form 8-K:
October 18, 1993: Unaudited interim financial information and
accompanying discussion for the third quarter of 1993.
December 7, 1993: An Underwriting Agreement, a Form of Note, an
Officers' Certificate, and a Legal Opinion filed in connection
with the Company's Registration Statement on Form S-3 (File No.
33-51984 and No. 33-50333) with the Securities and Exchange
Commission covering the Company's 6.50% Subordinated Notes due
2003.
January 13, 1994: Unaudited interim financial information and
accompanying discussion for the fourth quarter of 1993.
March 23, 1994: Amended and Restated Rights Agreement dated
March 8, 1994
(c) Exhibits:
Submitted as a separate section of this report.
(d) Financial Statements Schedules:
None
<PAGE> 6.
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: September 19, 1994
THE BANK OF NEW YORK COMPANY, INC.
----------------------------------
(Registrant)
By: \s\ Deno D. Papageorge
-------------------------------------
Name: Deno D. Papageorge
Title: Chief Financial Officer
<PAGE> 7.
INDEX TO EXHIBITS - 1993 10-K as amended
Exhibit No.
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3 (a) The By-Laws of The Bank of New York Company, Inc. as amended
through October 13, 1987.
(Filed as Exhibit 3(a) to the Company's 1987 Annual Report on
Form 10-K and incorporated herein by reference.)
(b) Certificate of Incorporation of The Bank of New York Company,
Inc. as amended through July 14, 1993.
(Filed as Exhibit 3 to Current Report on Form 8-K filed by the
Company on July 14, 1993 and incorporated herein by reference.)
4 (a) None of the outstanding instruments defining the rights of
holders of long-term debt of the Company represent long-term
debt in excess of 10% of the total assets of the Company. The
Company hereby agrees to furnish to the Commission, upon
request, a copy of any of such instruments.
(b) Amended and Restated Rights Agreement dated March 8, 1994.
(Filed as Exhibit 4(a) to Current Report on Form 8-K filed by
the Company on March 23, 1994 and incorporated herein by
reference.)
10 (a) 1984 Stock Option Plan of The Bank of New York Company, Inc.
as amended through February 23, 1988.
(Filed as Exhibit 10(a) to the Company's 1988 Annual Report on
Form 10-K and incorporated herein by reference.)
(b) The Bank of New York Company, Inc. Excess Contribution Plan as
amended through July 10, 1990.
(Filed as Exhibit 10(b) to the Company's 1990 Annual Report on
Form 10-K and incorporated herein by reference.)
(c) Amendments to The Bank of New York Company, Inc. Excess
Contribution Plan dated February 23, 1994 and November 9, 1993.
(d) The Bank of New York Company, Inc. Excess Benefit Plan as
amended through December 8, 1992.
(Filed as Exhibit 10(d) to the Company's 1992 Annual Report on
Form 10-K and incorporated herein by reference.)
(e) Amendments to The Bank of New York Company, Inc. Excess
Benefit Plan dated February 23, 1994 and November 9, 1993.
(f) Management Incentive Compensation Plan of The Bank of New York
Company, Inc.
(Filed as Exhibit 10(d) to the Company's 1986 Annual Report on
Form 10-K and incorporated herein by reference.)
(g) 1994 Management Incentive Compensation Plan of The Bank of New
York Company, Inc.
<PAGE> 8.
INDEX TO EXHIBITS - 1993 10-K as amended
Exhibit No.
- ------------
10 (h) 1988 Long-Term Incentive Plan as amended through
December 8, 1992.
(Filed as Exhibit 10(f) to the Company's 1992 Annual Report on
Form 10-K and incorporated herein by reference.)
(i) The Bank of New York Company, Inc. 1993 Long Term Incentive
Plan.
(Filed as Exhibit 10(m) to the Company's 1992 Annual Report on
Form 10-K and incorporated herein by reference.)
(j) The Bank of New York Company, Inc. Supplemental Executive
Retirement Plan.
(Filed as Exhibit 10(n) to the Company's 1992 Annual Report on
Form 10-K and incorporated herein by reference.)
(k) Amendment to The Bank of New York Company, Inc. Supplemental
Executive Retirement Plan dated March 9, 1993.
(l) Trust Agreement dated April 19, 1988 related to deferred
compensation plans.
(Filed as Exhibit 10(h) to the Company's 1988 Annual Report on
Form 10-K and incorporated herein by reference.)
(m) Trust Agreement dated November 16, 1993 related to deferred
compensation plans.
(n) Form of Remuneration Agreement between the Company and two of
the five most highly compensated executive officers of the
Company.
(Filed as Exhibit 10 to the Company's 1982 Annual Report on
Form 10-K and incorporated herein by reference.)
(o) Remuneration Agreement between the Company and an executive
officer of the Company.
(Filed as Exhibit 10(h) to the Company's 1991 Annual Report on
Form 10-K and incorporated herein by reference.)
(p) Remuneration Agreement between the Company and an executive
officer of the Company.
(Filed as Exhibit 10(i) to the Company's 1991 Annual Report on
Form 10-K and incorporated herein by reference.)
(q) Remuneration Agreement between the Company and an executive
officer of the Company.
(Filed as Exhibit 10(j) to the Company's 1992 Annual Report on
Form 10-K and incorporated herein by reference.)
<PAGE> 9.
INDEX TO EXHIBITS - 1993 10-K as amended
Exhibit No.
- ------------
10 (r) The Bank of New York Company, Inc. Retirement Plan for Non-
Employee Directors.
(s) Deferred Compensation Plan for Non-Employee Directors of The
Bank of New York Company, Inc.
11 Statement - Re: Computation of Per Common Share Earnings
12 Statement - Re: Computation of Earnings to Fixed Charges Ratios
13 Portions of the 1993 Annual Report to Shareholders
21 Subsidiaries of the Registrant
23.1 Consent of Deloitte & Touche
23.2 Consent of Arthur Andersen & Co.
99 Report of Independent Public Accountants for National Community
Banks, Inc.
EXHIBIT 99
Report of Independent Public Accountants
To the Board of Directors
Of National Community Banks, Inc.
We have audited the accompanying consolidated statements of condition of
National Community Banks, Inc. (a New Jersey Corporation) and its subsidiary
as of December 31, 1992 and 1991, and the related consolidated statements of
income, changes in shareholders' equity and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of National Community Banks, Inc.
and subsidiary as of December 31, 1992 and 1991, and the results of their
operations and their cash flows for the years then ended, in conformity with
generally accepted accounting principles.
As described in Note 13 to the consolidated financial statements, National
Community Banks, Inc. (the Company), its subsidiary, National Community Bank of
New Jersey, and certain directors and officers of the Company have been named
defendants in a complaint seeking relief on behalf of a class of shareholders.
This litigation continues to be in a preliminary state and its ultimate outcome
cannot presently be determined.
/s/ Arthur Anderson & Co.
- -------------------------
Roseland, New Jersey
January 12, 1993
