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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT
TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
BNY CAPITAL II
(Exact Name of Registrant as Specified in its Certificate of Trust)
Delaware 13-7103735
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
48 Wall Street
New York, New York 10286
(Address of Principal Executive Offices) (Zip Code)
THE BANK OF NEW YORK COMPANY, INC.
(Exact Name of Registrant as Specified in its Certificate of Incorporation)
New York 13-2614959
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
48 Wall Street
New York, New York 10286
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon filing securities and is to become effective
pursuant to General simultaneously with the
Instruction A(c)(1) please check effectiveness of a concurrent
the following box. [ ] registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box. [ ]
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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BNY Capital II New York Stock Exchange, Inc.
7.80% Trust Preferred
Securities, Series C
(and the Guarantee
by The Bank of New
York Company, Inc.
with respect thereto)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The 7.80% Trust Preferred Securities, Series C (the "Trust Preferred
Securities") of BNY Capital II (the "Issuer Trust"), a statutory business trust
created under the laws of Delaware, registered hereby represent undivided
beneficial interests in the assets of the Issuer Trust and are guaranteed by The
Bank of New York Company, Inc. (the "Corporation"), a New York corporation, to
the extent set forth in the form of Guarantee Agreement (the "Guarantee") by and
between the Corporation, as Guarantor, and The First National Bank of Chicago,
as Guarantee Trustee, which is incorporated herein by reference to Exhibit 4(n)
to the Registration Statement on Form S-3 (the "Registration Statement") of the
Corporation and the Issuer Trust (File Nos. 333-15951 and 333-15951-01 through
05), filed with the Securities and Exchange Commission on December 13, 1996.
The particular terms of the Trust Preferred Securities and the Guarantee are
described in the preliminary prospectus (the "Prospectus") which forms a part of
the Registration Statement. The Prospectus and the Guarantee are incorporated
by reference herein as set forth in Item 2 below. Such Prospectus as may
hereafter be amended and filed as part of an amendment to the Registration
Statement or otherwise pursuant to Rule 424(b) under the Securities Act of 1933,
as amended, is hereby incorporated by reference.
ITEM 2. EXHIBITS.
Exhibit
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4(a) Certificate of Trust of BNY Capital II (incorporated by reference to
Exhibit 4(d) to the Registration Statement).
4(b) Trust Agreement of BNY Capital II (incorporated by reference to Exhibit
4(e) to the Registration Statement).
4(c) Form of Amended and Restated Trust Agreement (incorporated by reference to
Exhibit 4(l) to the Registration Statement).
4(d) Form of Preferred Security Certificate (included as Exhibit D to Exhibit
4(l) to the Registration Statement and incorporated by reference to such
Exhibit in the Registration Statement).
4(e) Form of Guarantee Agreement between The Bank of New York Company, Inc., as
Guarantor, and The First National Bank of Chicago, as Guarantee Trustee
(incorporated by reference to Exhibit 4(n) to the Registration Statement).
4(f) Form of Junior Subordinated Indenture between The Bank of New York Company,
Inc. and The First National Bank of Chicago, as Trustee (incorporated by
reference to Exhibit 4(a) to the Registration Statement).
99 Preliminary Prospectus pertaining to the offer and sale of the Trust
Preferred Securities, which forms a part of, and is incorporated by
reference to, the Registration Statement.
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
BNY CAPITAL II
By: The Bank of New York Company, Inc.,
as Depositor
Date: June 9, 1997 By: /s/ Robert E. Keilman
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Name: Robert E. Keilman
Title: Comptroller
THE BANK OF NEW YORK COMPANY, INC.
Date: June 9, 1997 By: /s/ Robert E. Keilman
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Name: Robert E. Keilman
Title: Comptroller
