<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
The Bank of New York Company, Inc.
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(Name of Registrant as Specified in Its Charter)
The Bank of New York Company, Inc.
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transactions applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
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(4) Proposed maximum aggregate value of transaction:
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/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registrations statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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1Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2
[LOGO]
48 Wall Street, New York, N.Y.10286
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PROXY STATEMENT
This Proxy Statement is submitted in connection with the solicitation of proxies
for the Annual Meeting of Shareholders ("Annual Meeting") by the Board of
Directors of The Bank of New York Company, Inc. (the "Company"). The Board of
Directors has fixed the close of business on March 22, 1994 as the time as of
which shareholders of the Company entitled to notice of and to vote at the
Annual Meeting shall be determined. The outstanding voting stock of the Company
as of March 22, 1994 consisted of 93,435,964 shares of Common Stock ($7.50 par
value) ("Common Stock"), each share being entitled to one vote. Only
shareholders whose names appeared on the books of the Company at the close of
business on March 22, 1994 will be entitled to notice of and to vote at the
Annual Meeting or any adjournment thereof. Three officers of the Company have
been designated as the proxies to vote shares at the Annual Meeting in
accordance with the instructions on the proxy card. The Company's By-laws
provide that the presence at the Annual Meeting of the holders of a majority of
the shares of the Company entitled to vote at such meeting constitutes a quorum
for the transaction of business.
A Notice of Annual Meeting and a form of proxy is enclosed. Each proxy submitted
will be voted as directed, but if not otherwise specified, proxies solicited by
the Board of Directors will be voted for the election as directors of those
nominees named in this Proxy Statement, for ratification of the appointment of
Deloitte & Touche as the Company's independent public accountants, for the
approval of the 1994 Management Incentive Compensation Plan (the "1994 MICP")
and against the shareholder proposals set forth in Items 4 and 5 of the form of
proxy. Should any nominee for director named in this Proxy Statement become
unable or unwilling to accept nomination or election, which is not anticipated,
it is intended that the persons acting as proxies will vote for the election of
such other person, if any, as the Board of Directors may recommend.
A PLURALITY OF THE VOTES CAST IS SUFFICIENT TO ELECT DIRECTORS AND A MAJORITY OF
THE VOTES CAST IS SUFFICIENT TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE, TO
ADOPT THE 1994 MICP AND TO ADOPT THE SHAREHOLDER PROPOSALS.
FOR PURPOSES OF DETERMINING THE VOTES CAST WITH RESPECT TO ANY MATTER PRESENTED
FOR CONSIDERATION AT THE ANNUAL MEETING, ONLY THOSE CAST "FOR" OR "AGAINST" (OR
"WITHHELD" IN THE ELECTION OF DIRECTORS) ARE COUNTED. ABSTENTIONS AND BROKER
"NON-VOTES" WILL NOT BE CONSIDERED VOTES CAST.
The management of the Company knows of no matters which are to be presented for
consideration at the Annual Meeting other than those specifically described in
the Notice of Annual Meeting of Shareholders, but if other matters are properly
presented, it is the intention of the persons designated as proxies to vote on
them in accordance with their judgment.
Each shareholder has the right to revoke a proxy at any time before it is voted.
A proxy may be revoked by filing with the Secretary of the Company a written
revocation or a duly executed proxy bearing a later date. Any shareholder may
attend the Annual Meeting and vote in person whether or not a proxy was
previously submitted.
This Proxy Statement and the accompanying form of proxy are first being sent to
shareholders on or about March 29, 1994.
The cost of soliciting the proxies to which this Proxy Statement relates will be
borne by the Company. In addition to the use of the mails, proxies may be
solicited in person or by telephone or telegram by officers and regular
employees of the Company and its subsidiaries who will not be specifically
compensated therefor. The Company has engaged Morrow & Co. to assist in the
solicitation of proxies for a fee of $10,000 plus reimbursement for
out-of-pocket expenses. The Company will also reimburse brokers or other persons
holding shares in their names or in the names of their nominees for their
reasonable out-of-pocket expenses in forwarding proxies and proxy material to
the beneficial owners of such shares.
<PAGE> 3
BOARD OF DIRECTORS AND DIRECTOR COMPENSATION
The Company is a bank holding company whose principal subsidiary is The Bank of
New York (the "Bank"). The Company and the Bank are incorporated under the laws
of the State of New York. The interests of shareholders are represented by the
Board of Directors, which oversees the business and management of the Company.
Information concerning the members of the Board of Directors who are standing
for reelection is set forth below under the caption "Nominees for Election as
Directors." This solicitation of proxies is intended to give all shareholders a
chance to vote for the persons who are to be their representatives in the
governance of the Company.
In accordance with New York law, the Company's By-laws set forth the Board's
responsibilities and establish various corporate authorizations. The By-laws
also deal with the organization of the Board, which is described below. The
Board has the power to amend the By-laws.
Directors are elected to serve until the next annual meeting of shareholders and
until their successors have been elected and qualified. Under the Company's
By-laws, nominees may not be more than 70 years old, except for persons who were
named as a director in the Statement of Organization of the Company or who were
members of the Board of Trustees of the Bank prior to April 30, 1957. Mr.
Woolley was named as a director in the Statement of Organization and, therefore,
may be nominated and may serve as a director under the By-laws.
During 1993, the Board of Directors of the Company met a total of 13 times. Each
incumbent director attended 75% or more of the aggregate number of meetings of
the Board of Directors and the committees thereof on which such director served
during 1993, except for Mr. Barth who attended 9 of the 13 meetings of the
Board. The Board of the Bank, which during 1993 included all the members of the
Board of Directors of the Company except Mr. Woolley, held a regular meeting
each month.
The Board of Directors of the Company has appointed several committees which
have responsibility for particular corporate matters. There follows a
description of each committee and its functions, including certain information
concerning the directors standing for reelection who serve on such committee.
The Board of Directors of the Company has a Nominating Committee whose current
members are Messrs. Staley (Chairman), Chaney, Hennessy, Malone and Morley. The
Nominating Committee is willing to consider nominations for future election to
the Board, and shareholders may submit in writing the names and qualifications
of proposed nominees to the Secretary of the Company. The Nominating Committee
met three times during 1993.
The Board of Directors of the Company has an Executive Committee whose current
members are Messrs. Bacot (Chairman), Barth, Chaney, Chevalier, Gomory,
Griffith, Hennessy, Miller, Renyi, Staley and Ms. Rein. The Executive Committee
has the full authority of the Company's Board of Directors, except for
limitations relating to major corporate matters.
The Board of Directors of the Company annually appoints an Audit Committee,
comprised entirely of directors who are not officers of the Company, to consider
relevant accounting matters arising in such year. Messrs. Hennessy (Chairman),
Chaney, Gammie, Gomory, Mses. Muse and Rein, Messrs. Sells and White serve on
the Audit Committee. The duties of the Audit Committee include reviewing the
condition of the loan portfolio, reviewing examinations made by the regulatory
authorities, reviewing and approving the program of the internal auditor,
recommending to the Board of Directors the selection of independent public
accountants, reviewing audited financial statements presented to shareholders
and the soundness of internal accounting controls, and reporting its findings to
the Board of Directors. The Audit Committee met six times in 1993.
The Board of Directors of the Company has a Compensation Committee whose current
members are Messrs. Morley (Chairman), Chaney, Malone, Miller, Sells and Staley.
The Compensation Committee is responsible for matters of executive compensation
and administration of the Company's incentive compensation plans. The
Compensation Committee held six meetings during 1993.
The Board of Directors of the Company has a Pension Committee whose duties are
to ascertain that the retirement plans of the Company are in compliance with the
Employee Retirement Income Security Act of 1974, to review the investments in
the trust funds of the plans and to report to the Board on these matters.
Messrs. Woolley (Chairman), Barth, Gammie, Morley and White serve on the Pension
Committee. The Pension Committee met twice during 1993.
2
<PAGE> 4
During 1993, each director who was not an officer of the Company or its
subsidiaries received an annual retainer of $24,000 and 300 shares of Common
Stock. In addition, each director who was not an officer of the Company or its
subsidiaries received a fee of $1,500 for each meeting of the Board and any
committee which the director attended prior to and including the February 1993
Board meeting, and a fee of $1,600 for each such meeting which the director
attended after the February 1993 Board meeting. The Chairman of the Audit
Committee received an additional annual retainer fee of $7,000, the Chairman of
the Compensation Committee received an additional annual retainer fee of $5,000
and the Chairmen of the other Committees of the Board each received an
additional annual retainer fee of $3,000. A director who serves on the Boards of
both the Company and the Bank receives only one retainer. If the Boards of the
Company and the Bank meet on the same day, only one fee is paid for attendance
at both meetings. Officers of the Company and its subsidiaries do not receive
any compensation for service on the Boards of the Company or its subsidiaries,
or the committees thereof. The Board of the Bank has approved arrangements for
supplemental retirement benefits for Mr. Woolley. Mr. Woolley is receiving an
additional monthly cash supplement of $2,871 to his Retirement Plan benefit.
Under the Deferred Compensation Plan for Non-Employee Directors of The Bank of
New York Company, Inc. (the "Directors' Deferred Compensation Plan"), each
director who is not an officer of the Company or any of its subsidiaries may
elect to defer payment of the director's retainer and meeting fees, beginning in
calendar year 1994. In accordance with the director's election, pursuant to the
terms of the Directors' Deferred Compensation Plan, deferral of the retainer and
meeting fees are allocated to accounts on the Company's books corresponding to
the investment funds under the Company's profit-sharing plan; the accounts are
adjusted to reflect the investment performance of such funds. All payments are
made in cash, except that payment is made in shares of Common Stock with respect
to amounts allocated to the Common Stock fund. The Directors' Deferred
Compensation Plan contains provisions for the payment of each director's account
balance upon such director's termination following a change of control (as
defined in the Directors' Deferred Compensation Plan). The Directors' Deferred
Compensation Plan is not funded and payments are made from the Company's general
assets.
The Bank of New York Company, Inc. Retirement Plan for Non-Employee Directors
(the "Directors' Retirement Plan") was adopted on May 11, 1993. It provides
retirement benefits to a director who retires from the Board after attaining age
60 or becoming disabled, and serving for at least five years, provided the
director is not an employee or former employee entitled to retirement benefits
under a retirement plan of the Company or its subsidiaries for services as an
employee. The amount of the retirement benefit is equal to 50% of the director's
annual cash retainer, increased by 10% for each additional year of service in
excess of five years of service and subject to a maximum benefit of 100% of such
retainer. If the director retires from the Board after attaining age 70, the
retirement benefit is paid for the director's life; otherwise, it is paid for a
number of years equal to the director's years of service on the Board (but in no
event after the death of the director). The Directors' Retirement Plan is not
funded and payments are made from the Company's general assets.
ELECTION OF DIRECTORS
Unless contrary instructions are given, the persons designated as proxies intend
to vote on behalf of shareholders for the election of the nominees listed in the
following pages. If any nominee shall unexpectedly become unable or unwilling to
accept nomination or election, the persons designated as proxies intend to vote
on behalf of shareholders for the election of such other person, if any, as the
Board of Directors may recommend. The directors elected will hold office until
the next annual meeting and until their successors have been elected and
qualified.
NOMINEES FOR ELECTION AS DIRECTORS
The following pages show each nominee for election as a director, his or her
age, his or her principal occupation during the past five years, certain other
directorships and trusteeships held, the year in which he or she became a
director, and his or her holdings of Common Stock as of March 22, 1994.
All nominees who are presently serving as directors were elected to their
present term of office by the shareholders.
3
<PAGE> 5
The following information has been furnished by the nominees.
<TABLE>
<CAPTION>
NOMINEE,
YEAR ELECTED A
DIRECTOR PRINCIPAL OCCUPATION
AND SECURITIES OWNED AND OTHER INFORMATION
<S> <C>
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Chairman and Chief Executive Officer of The Bank of New York Company
[PHOTO] and The Bank of New York
J. CARTER BACOT Chairman and Chief Executive Officer of The Bank of New York Company
1975 and The Bank of New York since 1982. Director of Atlantic
COMMON SHARES: Reinsurance Company, The Bank of New York, The Bankers Roundtable,
195,526 Centennial Insurance Company, Phoenix Home Life Mutual Insurance
Company, Woolworth Corporation, The Philharmonic-Symphony Society of
New York, Inc., the Josiah Macy, Jr. Foundation and the United Way
of New York City. Trustee of Atlantic Mutual Insurance Company, and
Economic Club of New York. Chairman, Board of Trustees of Hamilton
College. Member of Council on Foreign Relations and New York City
Partnership, Inc. Age 61.
Chairman, President and Chief Executive Officer of Ciba-Geigy
[PHOTO] Corporation, diversified chemical products
RICHARD BARTH Chairman of Ciba-Geigy Corporation since July, 1990; President and
1989 Chief Executive Officer of Ciba-Geigy Corporation since 1986;
COMMON SHARES: 2,100 Director of The Bank of New York, Bowater Incorporated, Ciba-Geigy
Corporation and Chemical Manufacturers Association. Trustee of
Committee for Economic Development and Chairman of the Board of
Trustees of New York Medical College. Member of the American, New
York and New Jersey Bar Associations. Age 62.
Chairman and Chief Executive Officer of Tiffany & Co., international
[PHOTO] designers, manufacturers and distributors of jewelry and fine goods
WILLIAM R. CHANEY Chairman and Chief Executive Officer of Tiffany & Co. since 1984.
1989 Director of The Bank of New York, Tiffany & Co., The Tinker
COMMON SHARES: 4,750 Foundation, Incorporated, Jewelers of America, Jewelry Industry
Council, Mystic Seaport Stores, the Child Care Action Campaign,
Provident Holdings, Inc. and Chairman of the Fifth Avenue
Association. Age 61.
</TABLE>
4
<PAGE> 6
<TABLE>
<CAPTION>
NOMINEE,
YEAR ELECTED A
DIRECTOR PRINCIPAL OCCUPATION
AND SECURITIES OWNED AND OTHER INFORMATION
<S> <C>
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[PHOTO] Vice Chairman of The Bank of New York Company and The Bank of New
York
SAMUEL F. CHEVALIER Vice Chairman of The Bank of New York Company and The Bank of New
1989 York since 1989. Chief Operating Officer of Irving Bank Corporation
COMMON SHARES: 28,000 from 1988 to March, 1990; President of Irving Bank Corporation from
1984 to March, 1990; Vice Chairman of Irving Trust Company from 1984
to 1989; Chief Operating Officer of Irving Trust Company from 1988
to 1989; Director of The Bank of New York and the March of Dimes of
New York. Age 60.
[PHOTO] Chairman and Chief Executive Officer of Bowater Incorporated, paper
and allied products
ANTHONY P. GAMMIE Chairman of Bowater Incorporated since 1985; Chief Executive Officer
1988 since 1983. President from 1983 to July, 1992. Chairman of Bowater
COMMON SHARES: 3,150 Mersey Paper Company. Director of Bowater Incorporated, Bowater
Canadian Limited, Great Northern Paper, Inc., The Bank of New York,
Alumax Incorporated and The American Forest and Paper Institute.
Chairman of the Calhoun Newsprint Company. Age 59.
[PHOTO] President of Alfred P. Sloan Foundation, Inc., private foundation
President of Alfred P. Sloan Foundation, Inc. from 1989 to present.
RALPH E. GOMORY Senior Vice President for Science and Technology of International
1981 Business Machines Corporation from 1985 to 1989. Director of Ashland
COMMON SHARES: 8,300 Oil Company, The Bank of New York, The Washington Post Company,
Lexmark International, Inc. and Polaroid Corp. Member of the
National Academy of Sciences and the National Academy of
Engineering. Age 64.
</TABLE>
5
<PAGE> 7
<TABLE>
<CAPTION>
NOMINEE,
YEAR ELECTED A
DIRECTOR PRINCIPAL OCCUPATION
AND SECURITIES OWNED AND OTHER INFORMATION
<S> <C>
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Senior Executive Vice President of The Bank of New York Company and
[PHOTO] President and Chief Operating Officer of The Bank of New York
ALAN R. GRIFFITH Senior Executive Vice President of The Bank of New York Company and
1990 President and Chief Operating Officer of The Bank of New York since
COMMON SHARES: 52,767 1990. Senior Executive Vice President of The Bank of New York from
1988 to June, 1990. Director of The Bank of New York, New York State
Bankers Association and Downtown Lower Manhattan Association.
Trustee of ALS Association, Nature Conservancy -- New York Region,
and The Hundred Year Association. Chairman of Lafayette College
Leadership Council. Age 52.
[PHOTO] Retired
Chairman and Chief Executive Officer of Allied-Signal Inc. from 1979
to 1991. Director of The Bank of New York, The Wackenhut
EDWARD L. HENNESSY, Corporation, Titan Pharmaceuticals, Inc., Dycom Industries, Inc. and
JR. Martin Marietta Corporation. Chairman of Fairleigh Dickinson
1985 University. Trustee of the Catholic University of America. Director
COMMON SHARES: 3,150 of March of Dimes. Age 66.
President and Chief Executive Officer of Tele-Communications, Inc.,
[PHOTO] cable television multiple system operator
JOHN C. MALONE President and Chief Executive Officer of Tele-Communications, Inc.
1986 since 1973. Director of Turner Broadcasting System, Inc., The Bank
COMMON SHARES: 2,250 of New York, The Discovery Channel, Liberty Media Corp., QVC,
Tele-Communications, Inc. and Black Entertainment Television. Age
53.
</TABLE>
6
<PAGE> 8
<TABLE>
<CAPTION>
NOMINEE,
YEAR ELECTED A
DIRECTOR PRINCIPAL OCCUPATION
AND SECURITIES OWNED AND OTHER INFORMATION
<S> <C>
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[PHOTO] Vice President -- Employee Relations, Dow Jones and Company, Inc.,
business information services
DONALD L. MILLER Vice President -- Employee Relations, Dow Jones and Company, Inc.
1977 since 1986. Director of The Bank of New York, Advanced Consumer
COMMON SHARES: 4,813 Marketing Corp., The Jackie Robinson Foundation and Associated Black
Charities. Trustee of Pace University. Age 62.
[PHOTO] Retired
Chairman of Stauffer Chemical Company from 1977 to 1985; Chief
H. BARCLAY MORLEY Executive Officer from 1974 to 1985. Director of American
1976 Maize-Products Co., The Bank of New York, Borden, Inc., Champion
COMMON SHARES: 7,842 International Corporation and Schering-Plough Corporation. Age 64.
[PHOTO] Chairman and President of The Tinker Foundation Incorporated,
private foundation
MARTHA T. MUSE Chairman and President of The Tinker Foundation Incorporated since
1989 1975. Director of The Bank of New York, New York Stock Exchange,
COMMON SHARES: 2,066 Inc., the Americas Society, the Americas Foundation, the Council of
the Americas, The American Council on Germany and the American
Portuguese Society, Inc. Vice Chairman of the Spanish Institute and
Trustee Emeritus of Columbia University. Member of the Woodrow
Wilson International Center for Scholars and the Council on Foreign
Relations, Inc.; Board of Visitors of the Edmund A. Walsh School of
Foreign Service, Georgetown University. Age 67.
</TABLE>
7
<PAGE> 9
<TABLE>
<CAPTION>
NOMINEE,
YEAR ELECTED A
DIRECTOR PRINCIPAL OCCUPATION
AND SECURITIES OWNED AND OTHER INFORMATION
<S> <C>
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[PHOTO] Executive Vice President, Metropolitan Life Insurance Company,
insurance and financial services
CATHERINE A. REIN Executive Vice President -- Corporate and Professional Services of
1981 Metropolitan Life Insurance Company from 1989 to present; Senior
COMMON SHARES: 4,235 Vice President from 1988 to 1989; Vice President from 1985 to 1988.
Director of Corning Incorporated, The Bank of New York, General
Public Utilities Corp. and Inroads/New York City, Inc. Trustee of
the National Urban League. Age 50.
[PHOTO] President of The Bank of New York Company and Vice Chairman of The
Bank of New York
THOMAS A. RENYI President of The Bank of New York Company and Vice Chairman of The
1992 Bank of New York since March 10, 1992. Chief Credit Policy Officer
COMMON SHARES: 43,909 of The Bank of New York from 1989 until 1992. Head of the Transition
Team for the Irving Bank Corporation acquisition from 1988 to 1989.
Senior Executive Vice President of The Bank of New York from 1988
until March, 1992. Director of The Bank of New York. Charter Trustee
of Rutgers, The State University. Director, Fisher House Foundation.
Age 48.
[PHOTO] Retired
Chairman and Chief Executive Officer, Woolworth Corporation from
HAROLD E. SELLS 1989 to July, 1993; Chairman and Chief Executive Officer, F. W.
1986 Woolworth Co. 1987 to 1989. Director of The Bank of New York and
COMMON SHARES: 2,750 Woolworth Corporation. Age 65.
</TABLE>
8
<PAGE> 10
<TABLE>
<CAPTION>
NOMINEE,
YEAR ELECTED A
DIRECTOR PRINCIPAL OCCUPATION
AND SECURITIES OWNED AND OTHER INFORMATION
<S> <C>
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[PHOTO] Retired
Chairman of NYNEX International Management Committee and Director
DELBERT C. STALEY from 1989 to October, 1991. Chairman and Chief Executive Officer of
1981 NYNEX Corporation from 1983 to 1989. Director of Allied-Signal,
COMMON SHARES: 5,940 Inc., The Bank of New York, Ball Corporation, Dean Foods Company,
John Hancock Mutual Life Insurance Company, Polaroid Corporation and
Digital Equipment Corporation. Member of Board of Managers of
Rose-Hulman Institute of Technology and of the Board of Trustees of
the American Red Cross of Greater New York. Age 69.
[PHOTO] Retired
Chairman of American Electric Power Company, Inc., from 1976 through
W. S. WHITE, JR. 1991. Chief Executive Officer from 1976 through 1990. Director of
1989 The Bank of New York. Trustee of Battelle Memorial Institute,
COMMON SHARES: 3,170 Riverside Methodist Hospitals in Columbus and Greater Columbus
Convention Center. Age 67.
[PHOTO] Retired
Former Chairman and Chief Executive Officer of The Bank of New York
SAMUEL H. WOOLLEY Company. Director, First UNUM N.Y. Member of the Pension Advisory
1968 Committee of Arco and the Advisory Board of RFE Investment Partners.
COMMON SHARES: 14,370 Trustee, Strang Cancer Prevention Center and member of the Business
Advisory Committee, Museum of Modern Art. Vice Chairman Emeritus of
the Board of Trustees of Bucknell University. Trustee Emeritus of
The New York Public Library. Age 84.
</TABLE>
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9
<PAGE> 11
SECURITY OWNERSHIP BY MANAGEMENT
The following table indicates the beneficial ownership of the Company's Common
Stock as of March 22, 1994, by (1) each of the directors (including all nominees
for reelection), (2) the chief executive officer and the other four most highly
compensated executive officers and (3) all directors and executive officers of
the Company as a group, based upon information supplied by each of the directors
and officers. No director or officer currently holds any shares of the Company's
Preferred Stock.
<TABLE>
<CAPTION>
SHARES
THAT
MAY BE
ACQUIRED
WITHIN
60 DAYS
SHARES BY
OF EXERCISE
COMMON OF PERCENT
STOCK OPTIONS OF
BENEFICIALLY AND COMMON
NAME OF BENEFICIAL OWNER OWNED WARRANTS TOTAL STOCK(1)
- -------------------------------------- -------- -------- --------- ------
<S> <C> <C> <C> <C>
J. Carter Bacot....................... 195,526 249,287 444,813
Richard Barth......................... 2,100 300 2,400
William R. Chaney..................... 4,750 1,000 5,750
Samuel F. Chevalier................... 28,000 28,571 56,571
Anthony S. D'Amato.................... 1,050 1,050
Anthony P. Gammie..................... 3,150 3,150
Ralph E. Gomory....................... 8,300 8,300
Alan R. Griffith...................... 52,767 87,787 140,554
Edward L. Hennessy, Jr................ 3,150 3,150
John C. Malone........................ 2,250 2,250
Donald L. Miller...................... 4,813 4,813
H. Barclay Morley..................... 7,842 7,842
Martha T. Muse........................ 2,066 249 2,315
Deno D. Papageorge.................... 56,636 114,187 170,823
Catherine A. Rein..................... 4,235 4,235
Thomas A. Renyi....................... 43,909 81,787 125,696
Harold E. Sells....................... 2,750 2,750
Delbert C. Staley..................... 5,940 5,940
W. S. White, Jr....................... 3,170 400 3,570
Samuel H. Woolley..................... 14,370 14,370
All Directors and Executive Officers
of the Company, as a Group (a total
of 26 persons, including those named
above).............................. 553,405 772,257 1,325,662 1.4%
</TABLE>
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(1) All percentages are less than 1% of the Company's outstanding shares of
Common Stock except as indicated.
10
<PAGE> 12
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following tables present information concerning compensation for the Chief
Executive Officer and the four other most highly compensated executive officers
of the Company for services in all capacities to the Company and its
subsidiaries during the years indicated.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
--------------------------------------
ANNUAL COMPENSATION AWARDS
-------------------------------------- PAYOUTS
(E) (F) (G)
OTHER RESTRICTED SECURITIES (H) (I)
(A) ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND (B) (C) (D) COMPENSATION AWARD(S) OPTIONS/ PAYOUTS COMPENSATION(2)
PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($) ($) SARS(#) ($) ($)
- ----------------------- ---- --------- ---------- ------------ ----------- ---------- --------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. Carter Bacot........ 1993 $ 898,462 $1,950,000(1) $ 27,360 -- 60,000 -- $ 136,834
Chairman 1992 800,000 913,750 54,720 -- 50,000 -- 92,872
1991 800,000 0 68,470 -- 50,000 0 36,661
1990 684,615 200,000 69,960 -- 21,000 $ 161,880 69,640
1989 675,000 405,000 58,391 -- 22,000 267,260 92,090
- ------------------------------------------------------------------------------------------------------------------
Samuel F. Chevalier.... 1993 $ 475,000 807,500(1) 11,970 -- 25,000 -- 86,839
Vice Chairman 1992 473,462 456,188 24,320 -- 20,000 -- 63,326
1991 435,000 0 30,895 -- 20,000 0 27,547
1990 435,000 110,000 20,140 -- 8,000 97,500 51,427
1989 386,923 225,000 9,850 -- 9,000 -- 59,390
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Deno D. Papageorge..... 1993 400,000 720,000(1) 11,970 -- 30,000 -- 60,919
Senior Executive 1992 397,885 356,875 22,800 -- 20,000 -- 46,190
Vice President 1991 345,000 0 30,060 -- 20,000 0 15,635
1990 345,000 100,000 33,920 -- 9,000 80,940 35,594
1989 311,346 180,000 26,595 -- 10,000 100,625 43,234
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Thomas A. Renyi........ 1993 330,000 600,000(1) 10,260 -- 30,000 -- 50,258
President 1992 322,308 406,875 18,240 -- 20,000 -- 37,417
1991 290,000 0 22,545 -- 20,000 0 13,146
1990 222,692 100,000 24,380 -- 7,000 53,960 22,975
1989 192,308 200,000 14,755 -- 7,000 40,250 26,237
- ------------------------------------------------------------------------------------------------------------------
Alan R. Griffith....... 1993 350,000 687,500(1) 10,260 -- 25,000 -- 53,304
Senior Executive 1992 336,154 328,250 22,800 -- 20,000 -- 39,024
Vice President 1991 320,000 0 33,400 -- 20,000 0 14,504
1990 273,846 90,000 25,440 -- 7,000 53,960 28,253
1989 195,385 125,000 16,154 -- 7,000 48,300 26,657
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------
(1) The bonus amounts for 1993 consisted of cash bonuses of $900,000, $335,000,
$300,000, $285,000 and $215,000 awarded to Messrs. Bacot, Chevalier,
Papageorge, Renyi and Griffith, respectively, and the value of performance
share awards made under the Company's 1993 Long-Term Incentive Plan on
January 12, 1993. The performance shares awarded on January 12, 1993 to each
of the named executive officers vested on December 31, 1993; their fair
market value on January 12th is reflected in column (d). The number of
shares that vested was dependent on the performance of the Company.
Dividends or dividend equivalents were paid on such shares from the date of
grant to the vesting date. Following are the awarded shares, vested shares
and the value as of December 31, 1993 of the vested shares for each
executive officer:
<TABLE>
<CAPTION>
Value as of
Shares Vested on December 31, 1993
December 31, 1993 of Shares Vested
Shares Pursuant to Pursuant to
Awarded on Awards Made on Awards Made on
January 12, 1993 January 12, 1993 January 12, 1993
---------------- ----------------- -----------------
<S> <C> <C> <C>
Bacot............................................. 20,000 23,000 $ 1,311,000
Chevalier......................................... 9,000 10,350 $ 589,950
Papageorge........................................ 8,000 9,200 $ 524,400
Renyi............................................. 6,000 6,900 $ 393,300
Griffith.......................................... 9,000 10,350 $ 589,950
</TABLE>
(2) The items included under column (i) for 1993 consist of the following: (1)
annual Company contributions on behalf of the named employees under the
Company's profit-sharing plan, amounting to $132,836, $70,228, $59,139,
$48,790 and $51,747 for Messrs. Bacot, Chevalier, Papageorge, Renyi and
Griffith, respectively, (2) annual allocations under the Company's employee
stock ownership plan for the accounts of Messrs. Bacot, Papageorge, Renyi
and Griffith of $3,998, $1,780, $1,468 and $1,557, respectively, and (3)
excess interest in the amount of $16,611 earned by Mr. Chevalier under a
deferred compensation plan.
11
<PAGE> 13
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1)
------------------------------------------------ POTENTIAL
(C) REALIZABLE VALUE AT
(B) % OF ASSUMED ANNUAL
NUMBER OF TOTAL RATES OF STOCK PRICE
SECURITIES OPTIONS/ APPRECIATION FOR
UNDERLYING SARS (D) 10-YEAR OPTION TERM(2)
OPTIONS/ GRANTED TO EXERCISE -------------------------
SARS EMPLOYEES OR BASE (E)
(A) GRANTED IN FISCAL PRICE EXPIRATION (F) (G)
NAME (#) YEAR ($/SH) DATE 5%($)(3) 10%($)(4)
- ------------------ ---------- -------------------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Bacot............. 60,000 5.8% $54.75 5/11/03 $2,065,919 $5,235,444
Chevalier......... 25,000 2.4 54.75 5/11/03 860,800 2,181,435
Papageorge........ 30,000 2.9 54.75 5/11/03 1,032,959 2,617,722
Renyi............. 30,000 2.9 54.75 5/11/03 1,032,959 2,617,722
Griffith.......... 25,000 2.4 54.75 5/11/03 860,800 2,181,435
</TABLE>
- ---------------
(1) All options were granted on May 11, 1993. For each named executive officer,
1,826 of the indicated options are incentive stock options and become
exercisable on May 11, 1997; the balance of the options are non-qualified
stock options and become exercisable on May 11, 1994.
(2) The dollar amounts under these columns are the result of calculations at the
5% and 10% rates set by the Securities and Exchange Commission and therefore
are not intended to forecast possible future appreciation, if any, in the
Company's stock price. The Company did not use an alternative formula for a
grant date valuation, as the Company is not aware of any formula which will
determine with reasonable accuracy a present value based on future unknown
or volatile factors.
(3) Values are based on an assumed stock price of $89.182.
(4) Values are based on an assumed stock price of $142.007.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
(D)
NUMBER OF (E)
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END(#) FY-END($)
(B) (C)
(A) SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
- ----------------- --------------- ----------- ---------------- ---------------------
<S> <C> <C> <C> <C>
Bacot............ 0 0 188,566 / 68,934 $3,979,180 / $344,275
Chevalier........ 24,101 $ 355,479 2,250 / 33,934 29,250 / 265,525
Papageorge....... 0 0 83,466 / 38,934 1,734,241 / 276,775
Renyi............ 9,750 176,280 51,066 / 38,934 1,150,471 / 276,775
Griffith......... 0 0 62,066 / 33,934 1,328,469 / 265,525
</TABLE>
12
<PAGE> 14
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
All performance share grants made under the 1993 Long-Term Incentive Plan of The
Bank of New York Company, Inc. during 1993 were for a performance period of one
year (1/1/93 -- 12/31/93) and are therefore reflected in column (d) of the
Summary Compensation Table and related footnote on page 11.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION FOR 1993
PRINCIPLES AND PROGRAM
The Company's executive compensation program is a pay for performance program.
It is designed to:
- - motivate executives to enhance shareholder value with compensation plans
that are tied to Company performance;
- - target executive compensation at a level to ensure the Company's ability to
attract and retain superior executives.
The Compensation Committee of the Board of Directors which is composed entirely
of outside directors, has the responsibility for the design, implementation and
administration of the Company's executive compensation program.
To meet the above objectives, the program has both cash and equity elements
which consist of base salary, an annual cash incentive bonus, performance share
grants and stock options. In determining executive compensation, the
Compensation Committee evaluates both the total compensation package and its
individual elements. As part of its review, the Committee considers compensation
data concerning the Company's key competitors developed by independent
compensation consultants. When competitive data is used, the Committee gives
primary consideration to the companies in the peer group used for the five-year
comparison of total shareholder return.
It is expected that total compensation will vary annually based on Company and
individual performance. The Compensation Committee and the management of the
Company believe that compensation should be based both on short-term and
long-term measurements and be directly and visibly tied to Company performance,
thus introducing substantial risk in the payout levels.
Both 1990 and 1991 were years of impaired financial performance for the Company
in relation to prior years. As a result, bonus payouts for those years, as shown
in the Summary Compensation Table, were significantly lower than in 1989. In
1992, there was a substantial improvement in earnings. In evaluating the
Company's 1993 financial performance, the Compensation Committee considered a
variety of factors without assigning weights to any particular factor; however,
as indicated below, net income was the primary determinant of Mr. Bacot's 1993
annual cash award, and Return on Equity and Earnings per Share are used as the
basis upon which performance shares are earned. 1993 was the highest earnings
year in the Bank's history -- the Company's record earnings totalled $559
million. Earnings per Share were also the highest ever at $5.44. Stronger fee
income, a lower provision for loan losses, wider spreads and continued expense
control contributed to record earnings. The Company's capital position was
strengthened. Tier I and total capital ratios at year end all exceeded the "well
capitalized" regulatory minimums of 6.00% and 10.00% as established by
regulations issued under the Federal Deposit Insurance Corporation Improvement
Act of 1991. Problem assets fell by 39%, or $417 million, to $639 million in
1993, while reserve coverage -- the allowance for loan losses as a percent of
nonperforming assets -- improved to 152% from 101%. The Company's common stock
price increased 5.8% during the year. The Company's Return on Assets was at a
record high and Return on Equity showed excellent results -- ROA was 1.20% and
ROE was 14.98%.
Following is a description of the elements of executive compensation.
BASE SALARY
Base salary levels for executive officers are determined by the Salary Committee
of The Bank of New York, which is comprised of the same members as the
Compensation Committee. The Committee assesses a number of factors in fixing the
base salary of the executive officers (including the five most
13
<PAGE> 15
highly compensated) such as the level of responsibility of the particular
position, compensation levels for positions of comparable responsibility at key
competitors, the individual's performance, the Company's overall financial
performance, and the business and inflationary climate. In considering base
salary levels, the Committee considers all of these factors without giving
specific weight to any one factor.
Base salary levels of executive officers are reviewed every quarter by the
Salary Committee; individual increases generally occur every two years, but are
occasionally awarded more frequently in exceptional cases, as when an individual
is promoted to a new position with greater responsibility. Because of the
substantial risk in the payout levels of the long-term incentive plan, the
Salary Committee believes that base salary levels for the named executives
should be at or above median for the appropriate peer group. Mr. Bacot's base
salary is set at the high end of the comparison group due to his number of years
as Chairman and Chief Executive Officer relative to the comparison group and
because of the high level of risk inherent in the payout levels under the
incentive plans.
The Committee reviews with the Chief Executive Officer his performance
evaluations of other executive officers, and evaluates compensation levels
against levels at the Company's key competitors. Independent compensation
consultants are used to confirm that the salary levels at the Company are within
the peer group range. To ensure that compensation policy for the top executive
officers is consistent with overall Company financial performance and executive
compensation strategies, the Committee reviews the compensation awarded to
approximately 43 of the most highly compensated executives.
ANNUAL CASH INCENTIVES
The annual cash incentive is designed to provide a short-term (one-year)
incentive to executive officers based on a subjective evaluation of their
individual contribution to Company financial performance for the year. Heads of
major business units and other key officers are eligible for incentive payments.
Incentive awards are made after each year's results are known pursuant to the
1987 Management Incentive Compensation Plan, under which aggregate awards
generally may not exceed 10% of the amount by which net income exceeds 7% of
average shareholders' equity for the plan year. Although the Plan provides for a
minimum aggregate award of $100,000, as a matter of policy, no awards are made
pursuant to the Plan unless net income exceeds 7% of average shareholders'
equity for the plan year. At no time has the full award pool available been paid
out. Upon recommendation of the Compensation Committee, the Board approves all
executive officer incentive payments.
Annual cash incentive awards to executive officers for 1993 increased
significantly compared to the prior two years, reflecting strong improvement in
Company financial performance and individual business unit performance. In the
case of Mr. Bacot, the Compensation Committee and Board of Directors strongly
feel his bonus for 1993 fairly reflects the strong improvement in Company
financial performance over 1992, which in turn was a strong improvement over
1991, when no bonus was awarded. Although the Committee does not set targets or
assign weights to performance factors, the significant growth in net income was
the primary determinant of Mr. Bacot's award. In practice, Mr. Bacot's and
executive officer bonuses have generally fallen between the 25th percentile and
median level of competitive bonuses.
PERFORMANCE SHARE GRANTS
During 1993, the Company granted performance shares to selected executive
officers under the 1993 Long-Term Incentive Plan (the "1993 LTIP"). The
Committee sets guidelines for the size of performance share awards to executive
officers, which are based on a subjective evaluation of an individual's
contribution to Company financial performance, his or her position and salary in
the Company and competitive compensation data. The guideline number of shares
for each executive officer is determined by taking a percentage of salary and
dividing that amount by the fair market value per share. Under the Plan,
performance shares are subject to earnout or forfeiture based on Return on
Equity or Earnings per Share results over the performance period. Performance
periods generally range from one to three years. The performance period existing
in 1993 was one year. Pursuant to goals that are established for each
performance period, 0 to 125% of granted shares may be earned. Mr. Bacot earned
115% of granted shares for the performance period ending in 1993 and 115% of
granted shares for 1992 since the
14
<PAGE> 16
Company surpassed the goals which were established for the relevant periods; 0%
of granted shares for 1991; and 76% of granted shares for 1990. Dividend
equivalent payments and voting rights apply during the performance periods.
STOCK OPTION GRANTS
Stock options are designed to provide long-term (ten-year) incentives and
rewards tied to the price of the Company's Common Stock. Given the fluctuations
of the stock market, stock price performance and financial performance are not
always consistent. The Compensation Committee believes that stock options, which
provide value to participants only when the Company's shareholders benefit from
stock price appreciation, are an important component of the Company's executive
compensation program. The number of options currently held by an officer is not
a factor in determining individual grants, and the Compensation Committee has
not established any target level of ownership of Company Common Stock by the
Company's officers. However, retention of shares of Company stock by officers is
encouraged.
Stock option grants were made pursuant to the 1993 LTIP. During 1993,
approximately 600 key officers received stock option grants including all
executive officers. The number of option shares granted is based on a subjective
evaluation of an individual's contribution to Company financial performance,
his/ her position and salary level in the Company and competitive compensation
data. Stock options are issued annually at an exercise price equal to 100% of
the fair market value of the Company's Common Stock on the date of grant.
Options may not be exercised unless the participant remains employed by the
Company for at least one year after grant; the term of the options are ten years
from the grant date.
Although the valuing of options is difficult, an outside consultant has
confirmed that Mr. Bacot's long-term incentive opportunity, which includes stock
options and performance shares, is consistent with practices at other key
competitors and is targeted at between the 25th percentile and median levels of
grants at peer companies. Based on the strong financial performance in 1992, the
Committee approved an above median long-term grant value for 1993. Accordingly,
Mr. Bacot received 20,000 performance shares and 60,000 option shares during
1993. The value of the performance shares at grant is reflected in column (d) of
the Summary Compensation Table.
Beginning in calendar year 1994, unless it complies with the requirements of the
Omnibus Budget Reconciliation Act of 1993 (the "Budget Act"), the Company will
not be able to take tax deductions for employee remuneration to the named
executives to the extent such remuneration exceeds $1 million. The Company
intends to maximize the amount of the deductions allowable to it under this Act
by making the required changes to its compensation plans, obtaining any
necessary shareholder approvals and establishing the requisite performance
measurements while maintaining the desired degree of management flexibility to
award compensation based upon individual performance. The 1993 LTIP has been
approved by shareholders and, pursuant to the Budget Act, does not have to be
amended at this time. The 1994 Management Incentive Compensation Plan is being
presented to shareholders for approval at this meeting, and includes provisions
required pursuant to the Budget Act.
By: The Compensation Committee, December 31, 1993
H. Barclay Morley, Chairman
William R. Chaney
John C. Malone
Donald L. Miller
Harold E. Sells
Delbert C. Staley
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Bacot served as a director of Woolworth Corporation during calendar year
1993. Mr. Sells, who is a director of the Company and a member of the
Compensation Committee of the Company's Board of Directors, was Chief Executive
Officer of Woolworth Corporation until his retirement on July 1, 1993.
15
<PAGE> 17
THE BANK OF NEW YORK COMPANY, INC.
COMPARISONS OF FIVE-YEAR
TOTAL SHAREHOLDER RETURN
<TABLE>
<CAPTION>
THE BANK OF
MEASUREMENT PERIOD NEW YORK CO.,
(FISCAL YEAR COVERED) INC. PEER GROUP S&P 500
<S> <C> <C> <C>
12/31/88 100.00 100.00 100.00
12/31/89 113.63 124.96 131.59
12/31/90 54.79 92.15 127.49
12/31/91 101.53 129.33 166.17
12/31/92 183.88 178.35 178.81
12/31/93 200.73 218.25 196.75
</TABLE>
Value of assumed $100 investment on December 31, 1988 in The Bank of New York
Company, Inc. Common Stock, in the Standard & Poor's 500 Stock Index or in the
Peer Company Group Index; dividends are reinvested.
PEER COMPANY GROUP
BankAmerica Corporation
Bankers Trust New York Corporation
The Chase Manhattan Corporation
Chemical Banking Corporation
Citicorp
Continental Bank Corporation
First Chicago Corporation
First Interstate Bancorp
J.P. Morgan and Co. Incorporated
Wells Fargo and Company
EMPLOYMENT AGREEMENTS AND RELATED MATTERS. The executive officers named in the
Summary Compensation Table on page 11 of this Proxy Statement are currently
parties to the agreements described below.
EMPLOYMENT AGREEMENTS. The agreements for Messrs. Bacot and Papageorge (the
"Agreements") generally provide that in the event that, within two years after a
Change of Control of the Company, such an executive officer either receives or
gives notice that his employment will terminate for any reason, either
voluntarily or involuntarily, other than because of death, disability, willful
misconduct or retirement under the Company's Retirement Plan, such termination
will not become effective until the earlier of (i) five years from the date of
the Change of Control, (ii) death, (iii) an election to take early or disability
retirement benefits and (iv) age 65 (such period being referred to hereinafter
as the "Termination Period"). During the Termination Period, such employee will
not be required to perform any services and, in general, will be entitled to (i)
compensation at an annual rate equal to 100% of the highest rate of base and
incentive pay paid during the 36 months prior to the commencement of the
Termination Period, including payment under employee benefit plans, subject to
reduction for amounts earned from other employment, and (ii) continued coverage
(or the equivalent thereof) under all pension and insurance plans offered to
regular salaried employees. For purposes of such coverage, the annual rate of
compensation provided for in the Agreements, before reduction for other amounts
earned, will be used as the basis for determining the level of benefits under
any such plan, including the Company's Retirement Plan. In addition, at the
commencement of the Termination Period, unless otherwise provided by
16
<PAGE> 18
applicable law or regulation, such executive officers will become fully vested
in, and any installments not then due or exercisable will become accelerated and
due or exercisable under, any stock options, performance awards or other
deferred compensation (including interest thereon) granted to such executive
officers prior to the commencement of the Termination Period. The Agreements may
be terminated by the Company at any time upon nine months' notice, provided that
no such termination will be effective if a Change of Control has occurred. As of
January 1, 1994, the annual rate of compensation payable under the terms of the
Agreements to Messrs. Bacot and Papageorge would be $3,685,396 and $1,475,439,
respectively. For purposes of the Agreements, a "Change of Control" is deemed to
have taken place (i) if The Bank of New York becomes a "subsidiary" of any
"company" (as such terms are defined in the Bank Holding Company Act of 1956)
(provided that this clause (i) shall not be applicable to corporate
reorganizations in which the present stockholders of the Company retain their
approximate ownership interest), or (ii) any person (including a corporation,
partnership or other group) files a Notice of Change of Control under the Change
in Bank Control Act of 1978 with respect to the Company or The Bank of New York,
such Notice is not disapproved or withdrawn and such person subsequently
acquires 25% or more of the voting securities of the Company or The Bank of New
York.
The agreements for Messrs. Chevalier, Renyi and Griffith (the "Severance
Agreements") generally provide that in the event that, within 24 months after a
"change in control" of the Company, such an executive officer either (i)
receives notice that his employment will terminate for any reason (other than
death, retirement, Cause or Disability (as defined in the Severance Agreements))
or (ii) gives notice that his employment will terminate for Good Reason (as
defined in the Severance Agreements), such executive officer will be provided
with severance pay in an amount equal to 2.99 times the annualized includable
compensation for the base period. However, the Severance Agreements in all
events limit the amount of such payments so that they will not be subject to
excise tax as "parachute payments" (as defined in the Internal Revenue Code).
The Severance Agreements commenced on July 9, 1991 and continue in effect until
December 31, 1994. Thereafter they are automatically renewable for consecutive
one year periods unless terminated by either party on 90 days prior notice. As
of January 1, 1994, the maximum severance payable under the Severance Agreements
is $3,109,248 for Mr. Chevalier, $2,042,895 for Mr. Renyi and $2,013,945 for Mr.
Griffith. The Severance Agreements define a "change in control" to mean a change
in control of a nature that would be required to be reported (assuming such
event has not been "previously reported") in response to Item 1(a) of the
Current Report on Form 8-K, as in effect on the date of the Severance
Agreements, pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act"); provided that, without limitation, such a change in
control shall be deemed to have occurred at such time as (a) any Person is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of 25% or more of the combined voting power of the
Company's voting securities; (b) there is a sale or divestiture of all or
substantially all of the assets of the Company; or (c) during any two-year
period, individuals who constitute the Board as of the beginning of the period
(the "Incumbent Board") cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director during such period whose
election, or nomination for election by the Company's shareholders, was approved
by a vote of at least three-quarters of the directors comprising the Incumbent
Board (either by a specific vote or by approval of the proxy statement of the
Company in which such person is named as a nominee for director, without
objection to such nomination) shall be, for purposes of this clause (c),
considered as though such person were a member of the Incumbent Board.
Notwithstanding anything in the foregoing to the contrary, no change in control
shall be deemed to have occurred by virtue of any transaction which results in
Messrs. Chevalier, Renyi or Griffith, or a group of persons which includes
Messrs. Chevalier, Renyi or Griffith, acquiring, directly or indirectly, 25% or
more of the combined voting power of the Company's voting securities.
OTHER EMPLOYEE BENEFIT MATTERS. Under the 1988 Long-Term Incentive Plan, in the
event of a Change of Control, (i) all stock options shall become exercisable in
full, (ii) all stock appreciation rights which have been outstanding for at
least six months shall become exercisable in full, (iii) all performance shares
shall be deemed to be earned in full and all performance shares granted in the
form of share units shall be paid in cash, and (iv) the restrictions applicable
to all shares of restricted stock shall lapse and such shares shall be deemed
fully vested and all restricted stock awards granted in the form of share
17
<PAGE> 19
units shall be paid in cash. Furthermore, any holder of an award who is deemed
by the Compensation Committee to be a statutory officer ("insider") for purposes
of Section 16 of the Securities and Exchange Act of 1934 (the "Exchange Act"),
shall be entitled, in lieu of the exercise of any stock option, to obtain a cash
payment in an amount equal to the difference between the option price of such
stock option and (x) in the event the Change of Control is the result of a
tender offer or exchange offer for the Common Stock, the final offer price per
share paid for the Common Stock, or such lower price as the Compensation
Committee may determine with respect to any incentive stock option to preserve
its incentive stock option status, multiplied by the number of shares of Common
Stock covered by such stock option, or (y) in the event the Change of Control is
the result of any other occurrence, the aggregate value of the Common Stock
covered by the stock option, as determined by the Compensation Committee at such
time. The Compensation Committee may, in its discretion, include such further
provisions and limitations in any agreement documenting such awards as it may
deem equitable and in the best interests of the Company.
Under the 1993 Long-Term Incentive Plan, in the event of a Change of Control,
(i) all stock appreciation rights which have not been granted in tandem with
stock options and which have been outstanding for at least six months shall
become exercisable in full, (ii) all performance shares shall be deemed to be
earned in full and all performance shares granted in the form of share units
shall be paid in cash, and (iii) the restrictions applicable to all shares of
restricted stock shall lapse and such shares shall be deemed fully vested and
all restricted stock awards granted in the form of share units shall be paid in
cash. Furthermore, any person who has been granted a stock option which is not
exercisable in full shall be entitled, in lieu of the exercise of the portion of
the stock option which is not exercisable, to obtain a cash payment in an amount
equal to the difference between the option price of such stock option and (x) in
the event the Change of Control is the result of a tender offer or exchange
offer for the Common Stock, the final offer price per share paid for the Common
Stock, or such lower price as the Compensation Committee may determine with
respect to any incentive stock option to preserve its incentive stock option
status, multiplied by the number of shares of Common Stock covered by such
portion of the stock option, or (y) in the event the Change of Control is the
result of any other occurrence, the aggregate value of the Common Stock covered
by such portion of the stock option, as determined by the Compensation Committee
at such time.
A "Change of Control" shall be deemed to have occurred under both the 1988 and
the 1993 Long-Term Incentive Plans if (i) any "person" (within the meaning of
Section 14(d) of the Exchange Act), other than the Company, a subsidiary of the
Company or an employee benefit plan of the Company, acquires more than 25% of
the Common Stock; (ii) there is a sale or divestiture of all or substantially
all of the assets of the Company; (iii) during any two-year period, individuals
who constitute the Board of Directors of the Company (the "Incumbent Board") as
of the beginning of the period cease for any reason to constitute at least a
majority thereof, provided that any person becoming a director during such
period whose election or nomination for election by the Company's shareholders
was approved by a vote of at least three-quarters of the Incumbent Board (either
by a specific vote or by approval of the proxy statement of the Company in which
such person is named as a nominee for director without objection to such
nomination) shall be, for purposes of this clause (iii), considered as though
such person were a member of the Incumbent Board; or (iv) a change in control of
the Company would be required to be reported in response to item 1(a) of the
Current Report on Form 8-K, as in effect on the effective date respectively, of
the 1988 Long-Term Incentive Plan and the 1993 Long-Term Incentive Plan,
pursuant to Sections 13 or 15(d) of the Exchange Act.
In 1988, the Company entered into a trust agreement with an independent trustee
to establish a trust (the "Trust") to provide for the payment of amounts due to
Messrs. Bacot and Papageorge upon a Change in Control of the Company. The terms
of the Trust provide for the payment to Messrs. Bacot and Papageorge of the full
amounts payable to them pursuant to their employment agreements described above,
including all annual compensation payments due and any retirement benefits
payable to them thereunder. The Trust is revocable at any time at the option of
the Company prior to a Change in Control. After the occurrence of a Change in
Control, the Trust will become irrevocable and will be used for the
18
<PAGE> 20
exclusive purpose of providing benefits to such persons. The Trust is funded by
the deposit of an irrevocable letter of credit in the amount of $45 million
issued by an entity unaffiliated with the Company.
The Company entered into a second trust agreement with an independent trustee in
1993 to establish a trust (the "Second Trust") to provide for the payment of
amounts due to Messrs. Chevalier, Renyi and Griffith (and certain other senior
executives) upon a Change in Control of the Company. The terms of the Second
Trust provide for the payment to Messrs. Chevalier, Renyi and Griffith (and
certain other senior executives) of the severance pay payable to them pursuant
to their Severance Agreements described above. The Second Trust also provides
for the payment of amounts due to participants under the Company's Supplemental
Executive Retirement Plan and Excess Benefit Plan which include Messrs.
Chevalier, Renyi and Griffith (and certain other senior executives). The Second
Trust is revocable at any time at the option of the Company prior to a Change in
Control. After the occurrence of a Change in Control, the Second Trust will
become irrevocable and will be used for the exclusive purpose of providing
benefits to such persons. The Second Trust is funded by the deposit of an
irrevocable letter of credit in the amount of $15 million issued by an entity
unaffiliated with the Company.
For purposes of the Trust and the Second Trust, a "Change in Control" shall be
deemed to occur if (i) a change in control of the Company would be required to
be reported in response to item 1(a) of the Current Report on Form 8-K, as in
effect on the effective date respectively, of the Trust and the Second Trust,
pursuant to Sections 13 or 15(d) of the Exchange Act; (ii) any "person" within
the meaning of Section 14(d) of the Exchange Act (x) becomes the "beneficial
owner" as defined in Rule 13d-3 under the Exchange Act, directly or indirectly,
of more than 25% of the then combined voting power of the outstanding securities
of the Company ordinarily having the right to vote at the election of directors
("Voting Securities"), otherwise than through a transaction or transactions
arranged by, or consummated with the prior approval of, the Board of Directors
of the Company, or (y) acquires by proxy or otherwise the right to vote, for the
election of directors, for any merger or consolidation of the Company or for any
other matters or question, more than 35% of the then outstanding voting
securities of the Company, otherwise than through an arrangement or arrangements
consummated with the prior approval of the Board of Directors of the Company; or
(iii) during any two-year period, individuals who constitute the Board of
Directors of the Company (the "Incumbent Board") as of the beginning of the
period cease for any reason to constitute at least a majority thereof, provided
that any person becoming a director during such period whose election or
nomination for election by the Company's stockholders was approved by a vote of
at least three-quarters of the Incumbent Board (either by a specific vote or by
approval of the proxy statement of the Company in which such person is named as
a nominee for director without objection to such nomination) shall be, for
purposes of this clause (iii), considered as though such person were a member of
the Incumbent Board.
19
<PAGE> 21
PENSION BENEFITS
The following table presents information concerning the amount of annual pension
which an executive would receive under the Company's pension plans based upon
various assumed levels of annual compensation and years of credited service:
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF CREDITED SERVICE
--------------------------------------------------------------------------
REMUNERATION 15 20 25 30 35 40
- ------------ --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
$ 100,000 $ 24,750 $ 32,700 $ 40,200 $ 47,700 $ 55,200 $ 62,700
$ 200,000 49,500 65,400 80,400 95,400 110,400 125,400
$ 300,000 74,250 98,100 120,600 143,100 165,600 188,100
$ 400,000 99,000 130,800 160,800 190,800 220,800 250,800
$ 500,000 123,750 163,500 201,000 238,500 276,000 313,500
$ 600,000 148,500 196,200 241,200 286,200 331,200 376,200
$ 700,000 173,250 228,900 281,400 333,900 386,400 438,900
$ 800,000 198,000 261,600 321,600 381,600 441,600 501,600
$ 900,000 222,750 294,300 361,800 429,300 496,800 564,300
$1,000,000 247,500 327,000 402,000 477,000 552,000 627,000
$1,100,000 272,250 359,700 442,200 524,700 607,200 689,700
$1,200,000 297,000 392,400 482,400 572,400 662,400 752,400
$1,300,000 321,750 425,100 522,600 620,100 717,600 815,100
$1,400,000 346,500 457,800 562,800 667,800 772,800 877,800
</TABLE>
- ---------------
Individuals listed in the Summary Compensation Table on page 11 had the
following covered compensation, and years of credited service as of December 31,
1993, respectively: J. Carter Bacot, $1,399,487, 33 years; Deno D. Papageorge,
$580,962, 24 years; Thomas Renyi, $525,769, 22 years; and Alan R. Griffith,
$483,718, 27 years. Covered compensation consists of the average of the three
highest consecutive years of combined salary and bonus paid in the last ten
years, and corresponds to those amounts indicated in column (c) and the cash
portion of the amounts indicated in column (d) of the Summary Compensation
Table.
For Messrs. Bacot, Papageorge, Renyi, and Griffith, the Pension Plan Table sets
forth the estimated annual pension benefit in the form of a straight life
annuity payable at normal retirement age before reduction for Social Security
benefits.
Mr. Chevalier's estimated annual pension benefit at normal retirement age,
before reduction for Social Security benefits, was $403,329 as of December 31,
1993. That amount consisted of benefits accrued under the Retirement Plan of The
Bank of New York Company, Inc., the former Retirement Plan of Irving Bank
Corporation and Affiliated Companies (which was merged into the Retirement Plan
of The Bank of New York Company, Inc. on December 31, 1992), the Excess Benefit
Plan of Irving Bank Corporation and Affiliated Companies and The Bank of New
York Company, Inc. Supplemental Executive Retirement Plan.
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE
The Company has purchased directors' and officers' liability and corporate
reimbursement insurance, on behalf of the Company and all subsidiaries, from the
following underwriters: National Union Fire Insurance Company of Pittsburgh,
PA., Federal Insurance Company, Aetna C&S Insurance Co., Lloyd's of London,
Bankers Insurance Company, Limited, Corporate Officers and Directors Assurance
Ltd. and ACE Insurance Company Ltd. These policies are dated December 1, 1993 at
a total premium expense for a one year period of $2,775,200, which was paid by
the Company.
20
<PAGE> 22
CERTAIN TRANSACTIONS
In the ordinary course of business, the Company and certain of its subsidiaries
have had, and expect to continue to have, banking and fiduciary transactions
with a number of their directors and executive officers and their associates and
members of their immediate families. Such transactions are all on bases
comparable to similar transactions with others who are not within such group.
Certain of the Company's executive officers and directors and members of their
immediate families are customers of the Company and its subsidiaries, and
certain of the Company's executive officers and directors are executive officers
or directors of corporations, or members of partnerships, which are customers of
or suppliers to the Company and its subsidiaries. As such customers or
suppliers, their transactions were in the ordinary course of business. Such
customer transactions include borrowings, all of which were made in the ordinary
course of business and on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions with
others and did not involve more than a normal risk of collectibility or present
any other unfavorable features.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Based solely on a review of the copies of reports furnished to the Company and
written representations that no other reports were required, the Company
believes that all Section 16(a) filing requirements applicable to its executive
officers and directors were complied with, with the exception of Mr. Bacot, who
filed one late report reflecting a single transaction -- a gift of shares to a
not-for-profit institution.
STOCK OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as of December 31, 1993
concerning persons which to the knowledge of the Company had beneficial
ownership of more than 5% of the voting securities indicated.
<TABLE>
<CAPTION>
NUMBER OF PERCENT
COMMON STOCK SHARES OF CLASS
----------------------------------------------------------- --------- --------
<S> <C> <C>
FMR Corp.1 9,632,851 9.98%
82 Devonshire Street
Boston, Massachusetts 02109
</TABLE>
- ---------------
1 FMR Corp. through subsidiaries had the sole dispositive power with respect to
all of the reported shares and sole power to vote 1,425,959 of such shares.
Edward C. Johnson, 3d, Chairman of FMR Corp., may be deemed to be a beneficial
owner of the shares owned beneficially by FMR Corp.
21
<PAGE> 23
PROPOSAL TO RATIFY THE APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, acting upon the recommendation of the Audit Committee,
has appointed Deloitte & Touche to serve as the Company's independent public
accountants for the year 1994, and the shareholders will be asked to ratify such
appointment at the Annual Meeting. In 1993 the fees paid to Deloitte & Touche
for all services, including their work in connection with registration
statements, tax compliance and operational procedures, were approximately $2.6
million.
Representatives of Deloitte & Touche are expected to attend the Annual Meeting,
to have an opportunity to make a statement, if they desire to do so, and to be
available to respond to appropriate questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU MARK YOUR PROXY FOR THE
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS.
PROPOSAL TO APPROVE ADOPTION OF THE
1994 MANAGEMENT INCENTIVE COMPENSATION PLAN
The Board of Directors adopted the 1994 MICP on February 8, 1994. The Board of
Directors recommends that the shareholders approve the adoption of the 1994
MICP. The purpose of the 1994 MICP is to promote the financial interests of the
Company and its subsidiaries, including its growth, by (i) attracting and
retaining officers and key personnel possessing outstanding ability; (ii)
motivating officers and key personnel by means of performance-related
incentives; and (iii) providing incentive compensation opportunities which are
competitive with those of other major banking companies. The 1994 MICP replaces
the 1987 Management Incentive Compensation Plan ("1987 MICP"). The last grants
under the 1987 MICP were made in December, 1993. The following summary of the
principal terms of the 1994 MICP is qualified in its entirety by reference to
the complete text of the 1994 MICP set forth in Exhibit A to this Proxy
Statement.
BACKGROUND. The 1994 MICP, like the 1987 MICP, contemplates only cash awards.
As a result, the 1987 MICP was not submitted to the shareholders for approval.
However, under the Omnibus Budget Reconciliation Act of 1993 (the "Budget Act"),
the Company will not be entitled to Federal income tax deductions with respect
to annual employee remuneration in excess of $1 million paid to the Chief
Executive Officer or any of the four other most highly compensated executive
officers whose compensation is required to be reported under the Exchange Act,
unless the Company meets the requirements of the Budget Act.
These requirements generally provide that, (i) compensation must be paid solely
on account of the attainment of one or more pre-established, objective
performance goals, (ii) performance goals must be established by the
Compensation Committee of the Board of Directors, (iii) the material terms under
which the compensation is to be paid must be disclosed to and approved by the
shareholders, and (iv) prior to payment, the Compensation Committee must certify
that the performance goals were in fact satisfied. The 1994 MICP contains
provisions which are intended to satisfy these requirements.
GENERAL. Under the 1994 MICP which will be effective for a period of ten years
beginning on January 1, 1994, the Company may pay cash bonuses to employees. The
aggregate amount of such bonuses in any plan year may not exceed 10% of the
amount by which the consolidated net income of the Company exceeds 7% of the
Company's average shareholders' equity for that plan year. The 1994 MICP is
administered by the Compensation Committee of the Board of Directors, which is
authorized to select employees of the Company and its subsidiaries to receive
awards, determine the size of the awards and determine the terms and conditions
of such awards to the extent not provided for in the 1994 MICP.
All employees of the Company and its subsidiaries who have contributed, or have
the capacity for contributing, in a substantial measure to the successful
performance of the Company, as determined by the Compensation Committee, are
eligible to receive awards under the 1994 MICP. While such determination is
subjective in nature, based on its experience under the 1987 MICP, which had
similar
22
<PAGE> 24
features, the Company currently estimates that approximately 600-700 employees
are likely to be eligible to receive awards each year under the 1994 MICP.
The 1994 MICP limits the amount of individual awards to certain eligible
employees ("Covered Employees") in any plan year to 200% of such Covered
Employees' annual salary, as in effect on the first day of such plan year.
Covered Employees include the Company's chief executive officer and any employee
of the Company or its subsidiaries who, in the discretion of the Compensation
Committee, is likely to be among the officers whose compensation is required to
be reported under the Exchange Act in any plan year. Prior to the commencement
of each plan year, the Compensation Committee may establish goals to determine
the amount of the award, if any, to be paid to a Covered Employee. Such goals
will be imposed only with respect to those Covered Employees who are likely to
have remuneration in excess of $1 million which would not otherwise be eligible
for a Federal income tax deduction by the Company. The goals will be determined
on the basis of (i) the achievement by the Company of a specified target
earnings per share, return on equity or net income, (ii) the achievement by a
business unit of the Company of a specified target net income or market share,
or (iii) any combination of the goals set forth in (i) and (ii) above. The
Compensation Committee may, in its discretion, reduce or eliminate an award to a
Covered Employee, notwithstanding the achievement of a specified target.
The following table presents information concerning awards paid under the 1987
MICP for fiscal year 1993, to the Chief Executive Officer and the four other
most highly compensated executive officers of the Company, all current executive
officers as a group, all current directors who are not executive officers as a
group and all employees including all current officers who are not executive
officers as a group. The amounts reported below for the Chief Executive Officer
and the four other most highly compensated executive officers are also included
in column (d) of the Summary Compensation Table. There would not have been a
material difference in the amount of these awards if the 1994 MICP had been in
effect during fiscal year 1993, instead of the 1987 MICP. The persons and groups
of persons identified below may receive awards and other benefits under the 1994
MICP in the future; however, the amount of any such awards cannot be determined
at this time. Awards are generally paid each January for the prior calendar
year, but have also been paid in the latter part of December of the calendar
year for which they are made.
<TABLE>
<CAPTION>
AMOUNT OF AWARD
---------------
<S> <C>
J. Carter Bacot................................................................................ $ 900,000
Chairman
Samuel F. Chevalier............................................................................ 335,000
Vice Chairman
Deno D. Papageorge............................................................................. 300,000
Senior Executive Vice President
Thomas A. Renyi................................................................................ 285,000
President
Alan R. Griffith............................................................................... 215,000
Senior Executive Vice President
Executive Officer Group (including identified officers)........................................ 2,835,000
Non-Executive Officer Director Group........................................................... 0
Non-Executive Officer Employee Group........................................................... 15,522,000
</TABLE>
The 1994 MICP or any portion thereof may be amended, suspended or terminated by
the Board of Directors at any time. The 1994 MICP does not contain any change of
control provisions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU MARK YOUR PROXY FOR THE
ADOPTION OF THE 1994 MANAGEMENT INCENTIVE COMPENSATION PLAN.
23
<PAGE> 25
SHAREHOLDER PROPOSALS
SHAREHOLDER PROPOSAL WITH RESPECT TO CUMULATIVE VOTING
Mr. John J. Gilbert, 1165 Park Avenue, New York, New York 10128-1210, who is the
owner of record of 332 shares, of the Common Stock of the Company and who states
that he will represent an additional family interest of 924 such shares, 165 of
which are held by the Estate of Lewis D. Gilbert, and Mr. John C. Henry, 5 East
93rd Street, New York, New York 10128, who is the owner of 500 shares, have
informed the Company that at least one of them intends to present the following
proposal at the Annual Meeting:
"RESOLVED: That the stockholders of Bank of New York Company, Inc.,
assembled in annual meeting in person and by proxy, hereby request the
Board of Directors to take the steps necessary to provide for cumulative
voting in the election of directors, which means each stockholder shall be
entitled to as many votes as shall equal the number of shares he or she
owns multiplied by the number of directors to be elected, and he or she may
cast all of such votes for a single candidate, or any two or more of them
as he or she may see fit."
PROPONENTS' STATEMENT IN SUPPORT OF RESOLUTION:
"Continued very strong support along the lines we suggest were shown at the last
annual meeting when 30.3%, 1,726 owners of 20,086,206 shares, were cast in favor
of this proposal. The vote against included 1,871 unmarked proxies.
"A law enacted in California provides that all state pension holding, as well as
state college funds, invested in shares must be voted in favor of cumulative
voting proposals, showing increasing recognition of the importance of this
democratic means of electing directors.
"Also, the National Bank Act has provided for cumulative voting. Unfortunately,
in so many cases the companies get around it by forming holding companies
without cumulative voting. Thus, with so many banking failures the result is
that tax payers have to make up the losses. Banking authorities have the right
to question the capability of directors to be on banking boards. Unfortunately,
in so many cases authorities come in after and say the director or directors
were not qualified. So there is no reason why this could not be done for
corporations under the SEC and banking authorities.
"Because of the normal need to find new directors and the need for directors on
the compensation committee, we think cumulative voting is the answer. In
addition, some recommendations have been made to carry out the Valdez 10 points.
The 11th, in our opinion, should be to have cumulative voting and to end stagger
systems of electing directors.
"Alaska took away cumulative voting, over our objections, when it became a
state. Perhaps, if the citizens had insisted on proper representation the
disastrous Valdez oil spill might have been prevented if environmental directors
were elected through cumulative voting.
"Many successful corporations have cumulative voting. For example, Pennzoil
having cumulative voting defeated Texaco in that famous case. Another example,
in spite of still having a stagger system of electing directors, Ingersoll-Rand,
which has cumulative voting, won two awards. In FORTUNE magazine it was ranked
second as "America's Most Admired Corporations" and the WALL STREET TRANSCRIPT
noted "on almost any criteria used to evaluate management, Ingersoll-Rand
excels." We believe Bank of New York should follow their example.
"If you agree, please mark your proxy for this resolution; otherwise it is
automatically cast against it, unless you have marked to abstain."
THE MANAGEMENT RECOMMENDS A VOTE AGAINST THIS PROPOSAL
At the 1993 Annual Meeting, 69.7% of the votes cast were voted against this
proposal. The Board of Directors continues to believe firmly that cumulative
voting would not be in the best interests of the Company or its shareholders.
This system would enable the holders of relatively small numbers of shares to
elect one or more directors to represent their particular interests on the
Board. Cumulative voting
24
<PAGE> 26
introduces the possibility of partisanship among Board members and could impair
their ability to work together and function as a cohesive unit. This factor
might also discourage qualified individuals from accepting an invitation to
serve on the Board. To be effective, the Board of Directors must be totally
attentive to the collective best interests of all shareholders and must not be
responsive to the special concerns of a particular group. Under present
procedure an individual can be elected to the Board only by receiving a
plurality of the votes cast. The Board of Directors believes that this system
has worked well and is in the best interests of all shareholders and should
remain in effect.
ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU MARK YOUR
PROXY AGAINST ADOPTION OF THE SHAREHOLDER PROPOSAL.
SHAREHOLDER PROPOSAL WITH RESPECT TO
COMPENSATION OF EXECUTIVE OFFICERS
Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue, N.W.,
Suite 215, Washington, D.C. 20037, who is the owner of 167 shares of the Common
Stock of the Company, has advised the Company that she intends to present the
following proposal at the Annual Meeting:
RESOLVED: "That the shareholders recommend that the Board take the
necessary step that Bank of New York specifically identify by name and
corporate title in all future proxy statements those executive officers,
not otherwise so identified, who are contractually entitled to receive in
excess of $100,000 annually as a base salary, together with whatever other
additional compensation bonuses and other cash payments were due them."
REASONS: "In support of such proposed Resolution it is clear that the
shareholders have a right to comprehensively evaluate the management in the
manner in which the Corporation is being operated and its resources
utilized." "At present only a few of the most senior executive officers are
so identified, and not the many other senior executive officers who should
contribute to the ultimate success of the Corporation." "Through such
additional identification the shareholders will then be provided an
opportunity to better evaluate the soundness and efficacy of the overall
management."
"Last year the owners of 4,598,681 shares, representing approximately 6.9%
of shares voting, voted FOR this proposal."
"If you AGREE, please mark your proxy FOR this proposal."
MANAGEMENT RECOMMENDS A VOTE AGAINST THIS PROPOSAL
The Company provides comprehensive information regarding the compensation of the
five highest paid executive officers, and further disclosure of compensation to
executive officers would exceed regulatory requirements. The Company believes
that the recently revised Securities and Exchange Commission regulations
regarding disclosure of executive compensation already provide shareholders with
the information necessary to evaluate the Company's operations and utilization
of resources. Furthermore, in order to avoid placing the Company at a
competitive disadvantage, any further expansion of the disclosure of
compensation information should be instituted by the Securities and Exchange
Commission and be applied uniformly to all corporations.
ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU MARK YOUR
PROXY AGAINST ADOPTION OF THE SHAREHOLDER PROPOSAL.
FUTURE SHAREHOLDER PROPOSALS
In accordance with the rules of the Securities and Exchange Commission,
shareholders who intend to present proposals at the 1995 Annual Meeting of
Shareholders must submit such proposals in time for them to be received by the
Company on or before December 6, 1994, for inclusion in the Company's Proxy
Statement and form of proxy relating to that meeting.
CHARLES E. RAPPOLD II
Secretary
March 29, 1994
25
<PAGE> 27
EXHIBIT A
1994 MANAGEMENT INCENTIVE COMPENSATION PLAN
OF THE BANK OF NEW YORK COMPANY, INC.
1. PURPOSE. The purpose of the 1994 Management Incentive Compensation Plan of
The Bank of New York Company, Inc. (the "Plan") is to promote the financial
interests of The Bank of New York Company, Inc. (the "Company") and its
subsidiaries, including its growth, by (i) attracting and retaining officers and
key personnel possessing outstanding ability; (ii) motivating officers and key
personnel by means of performance-related incentives; and (iii) providing
incentive compensation opportunities which are competitive with those of other
major banking companies.
2. DEFINITIONS. The following definitions are applicable to the Plan:
"Average Shareholders' Equity" means the average of the daily amounts
of shareholders' equity during the Plan Year as shown on the Company's
consolidated balance sheet.
"Board of Directors" means the Board of Directors of the Company.
"Compensation Committee" means the Compensation Committee of the Board
of Directors.
"Covered Employee" means, for any Plan Year, the Company's Chief
Executive Officer (or an individual acting in such capacity) and any
employee of the Company or its subsidiaries who, in the discretion of the
Committee for purposes of determining those employees who are "covered
employees" under Section 162(m) of the Internal Revenue Code, is likely to
be among the four other highest compensated officers of the Company for
such Plan Year.
"Incentive Fund" means the amount available for awards under the Plan
with respect to each Plan Year. Such amount shall in no event, however,
exceed 10% of the amount by which Income exceeds 7% of the Average
Shareholders' Equity for the Plan Year.
"Income" for any year means the consolidated net income of the Company
for such year, as reported to shareholders. This amount shall be adjusted
to exclude to the extent, if any, determined by the Compensation Committee,
unusual or non-recurring items of income and expense.
"Participant" means an employee of the Company or its subsidiaries who
is selected to participate in the Plan.
"Plan Year" means the calendar year.
3. ADMINISTRATION. The Plan shall be administered by the Compensation
Committee, which shall in no event have as a member a person entitled to an
award under the Plan. A majority of the Compensation Committee shall constitute
a quorum, and the acts of a majority of the members present, or acts approved in
writing by a majority of the Compensation Committee without a meeting, shall be
the acts of the Compensation Committee.
Subject to the express provisions of the Plan, the Compensation Committee shall
have authority to:
(i) select the Participants;
(ii) determine the size of the awards to be made under the Plan, subject to
Section 5 hereof; and
(iii) establish from time to time regulations for the administration of the
Plan, interpret the Plan, and make all determinations deemed necessary or
advisable for the administration of the Plan.
4. PARTICIPATION. Participants in the Plan shall be selected for each Plan
Year from those employees of the Company and its subsidiaries who have
contributed, or have the capacity for contributing, in a substantial measure to
the successful performance of the Company for that Plan Year. No director who is
not an employee of the Company or any of its subsidiaries may be a Participant
in the Plan. No employee shall at any time have a right to be selected as a
Participant in the Plan for any Plan Year, to be entitled automatically to an
award, nor, having been selected as a Participant for one Plan Year, to be a
Participant in any other Plan Year.
A-1
<PAGE> 28
5. MAXIMUM AMOUNT AVAILABLE FOR AWARDS. The maximum amount which may be paid
as awards for any Plan Year shall be limited to the amount of the Incentive Fund
for that year. If the accounting rules or principles to which the Company is
subject are changed, or if the Company elects to change its method of
accounting, after the effective date of the Plan so as to materially change, in
the judgment of the Compensation Committee, the manner in which Income is
determined, the Compensation Committee may make such adjustments as it deems
advisable in order to arrive at substantially the same amounts as would have
been derived if the accounting rules, principles or methods applicable on the
effective date of the Plan were in effect. The amount of the Incentive Fund
shall be computed by the Company in accordance with the Plan.
6. DETERMINATION OF AWARDS. Subject to the provisions of Section 5 hereof, (i)
the Compensation Committee, with the approval of the Board of Directors, shall
determine the total amount of awards for each Plan Year, and (ii) the
Compensation Committee shall determine the award for each Participant, taking
into consideration, as it deems appropriate, the individual performance for the
Plan Year of the Participant.
7. AWARDS TO COVERED EMPLOYEES. Notwithstanding anything contained herein to
the contrary, the award for any Plan Year to a Participant who is a Covered
Employee may be determined on the basis of (A) the achievement by the Company of
a specified target earnings per share, return on equity or net income, (B) the
achievement by a business unit of the Company of a specified target net income
or market share, or (C) any combination of the goals set forth in (A) and (B)
above. If an award is made on such basis, the Compensation Committee shall
establish such goals prior to the beginning of the Plan Year (or such later date
as may be prescribed by the Internal Revenue Service for purposes of Section
162(m) of the Internal Revenue Code). The Compensation Committee may, in its
discretion, reduce or eliminate an award to a Covered Employee, notwithstanding
the achievement of a specified target. Awards to each Covered Employee for each
Plan Year will be limited to a maximum of 200% of the Covered Employee's annual
salary at the rate in effect on the first day of such Plan Year. An award for a
Plan Year to a Participant who is a Covered Employee may, in the discretion of
the Compensation Committee, provide that in the event of the Participant's
termination of employment during the Plan Year for any reason, such award will
be payable only (A) if the applicable target is achieved and (B) to the extent,
if any, as the Compensation Committee shall determine. Any award paid with
respect to a Plan Year under this Section shall not be subject to the provisions
of Section 5, 6 or 9 hereof, but shall reduce the amount of the Incentive Fund
for such Plan Year.
8. PAYMENT OF AWARDS. Awards under the Plan shall be paid in cash within 90
days of the close of the Plan Year.
9. TERMINATION OF EMPLOYMENT. A Participant shall not be entitled to receive
payment of an award, unless the Compensation Committee determines otherwise, if
at any time prior to payment of the award (i) the Participant's employment
terminates for any reason, including retirement, or (ii) the Participant gives
or receives notice of termination for any reason, including retirement.
10. NO ASSIGNMENTS AND TRANSFERS. A Participant shall not assign, encumber or
transfer his rights and interests under the Plan and any attempt to do so shall
render those rights and interests null and void.
11. NO RIGHTS TO AWARDS OR EMPLOYMENT. No employee of the Company or its
subsidiaries or other person shall have any claim or right to be granted an
award under this Plan. Neither the Plan nor any action taken thereunder shall be
construed as giving any employee any right to be retained in the employ of the
Company or its subsidiaries.
12. WITHHOLDING TAX. The Company shall deduct from all amounts paid any taxes
required by law to be withheld with respect to such payments.
13. AMENDMENT OR TERMINATION. The Board of Directors may amend, suspend or
terminate the Plan or any portion thereof at any time.
14. EFFECTIVE DATE. The Plan shall be effective as of January 1, 1994.
15. TERM. Subject to earlier termination pursuant to the provisions of Section
13, the Plan shall have a term of ten years from its effective date.
A-2
<PAGE> 29
[LOGO]
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
To the Shareholders of
The Bank of New York Company, Inc.
Notice is hereby given that the Annual Meeting of Shareholders of The Bank of
New York Company, Inc. (the "Company") will be held at The Bank of New York, 48
Wall Street, 11th Floor, New York, New York, on Tuesday, May 10, 1994, at 10:00
a.m., New York time, for the following purposes:
1. To elect eighteen directors to hold office until the next Annual
Meeting of Shareholders and until their respective successors have been
elected and qualified;
2. To ratify the appointment by the Board of Directors of Deloitte &
Touche as the Company's independent public accountants for the current
fiscal year;
3. To approve adoption of the 1994 Management Incentive Compensation Plan
of The Bank of New York Company, Inc. (the text of which appears as
Exhibit A in the accompanying Proxy Statement);
4. To consider a shareholder proposal relating to cumulative voting
rights;
5. To consider a shareholder proposal concerning disclosure of
compensation of executive officers; and
6. To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on March 22, 1994 as the
time as of which shareholders of the Company entitled to notice of and to vote
at the meeting shall be determined.
It is important that your shares be represented at the Annual Meeting. PLEASE
COMPLETE, DATE, SIGN AND MAIL THE ENCLOSED PROXY CARD PROMPTLY IN THE RETURN
ENVELOPE PROVIDED, REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING,
SO THAT YOUR VOTE MAY BE RECORDED.
We hope you will be able to attend.
By order of the Board of Directors,
/S/ J. CARTER BACOT /S/ CHARLES E. RAPPOLD II
- -------------------------- --------------------------
J. CARTER BACOT CHARLES E. RAPPOLD II
Chairman of the Board Secretary
March 29, 1994
- -------------------------------------------------------------------------------
MANAGEMENT RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3:
- -------------------------------------------------------------------------------
FOR WITHHOLD EXCEPTIONS*
1. ELECTION OF DIRECTORS:
Nominees: Messrs. Bacot, Barth,
Chaney, Chevalier, Gammie,
Gomory, Griffith, Hennessy,
Malone, Miller, Morley, Mses. Muse and
Rein, Messrs. Renyi, Sells, Staley, White and Woolley
(INSTRUCTIONS: To withhold authority to vote for any
individual nominee, mark the "Exceptions*" box and
write that nominee's name on the following blank
line.
-------------------------------------------------
FOR AGAINST ABSTAIN
2. Ratification of Auditors.
3. Adoption of the 1994 Management
Incentive Compensation Plan of The
Bank of New York Company, Inc.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
MANAGEMENT RECOMMENDS A VOTE AGAINST PROPOSALS 4 AND 5.
- -------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
4. Shareholder Proposal regarding
Cumulative Voting Rights to be
accorded to shareholders.
FOR AGAINST ABSTAIN
5. Shareholder Proposal regarding
executive compensation.
- -------------------------------------------------------------------------------
PROXY DEPARTMENT Address Change
NEW YORK, N.Y. 10203-0001 and/or Comments
Mark Here
Please sign exactly as the name appears hereon,
If stock is held in names of joint owners, each
should sign.
Dated ,1994
-------------------------------------
-----------------------------------------------
Signature of Shareholder(s)
-----------------------------------------------
Signature of Shareholder(s)
Votes MUST be indicated
(x) in Black or Blue Ink.
SIGN, DATE AND RETURN THE VOTING INSTRUCTION CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE> 30
THE BANK OF NEW YORK COMPANY, INC.
48 WALL STREET, NEW YORK, NY 10286
PROXY
THIS PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Charles E. Rappold II, Robert E. Keilman
and Deno D. Papageorge as proxies each with the power to appoint his substitute
and hereby authorizes each of them to represent and to vote, as designated on
the reverse hereof, all the shares of Common Stock of The Bank of New York
Company, Inc. held of record by the undersigned on March 22, 1994 at the annual
meeting of shareholders to be held on May 10, 1994 or any adjournment thereof.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
ALL NOMINEES FOR DIRECTORS, FOR PROPOSAL (2), FOR PROPOSAL (3), AGAINST
PROPOSAL (4) AND AGAINST PROPOSAL (5). IN THEIR DISCRETION, THE PROXIES ARE
AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY COME BEFORE THE MEETING.
Please complete, sign and date this proxy on the reverse side and return it
promptly in the accompanying envelope.
