SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of
earliest event reported) May 20, 1998
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The Bank of New York Company, Inc.
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(Exact name of registrant as specified in its charter)
New York 1-6152 13-2614959
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
48 Wall Street, New York, New York 10286
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code (212) 495-1784
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(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events.
On May 20, 1998 The Bank of New York Company, Inc.
(the "Corporation") announced that it has withdrawn its proposal
to merge with Mellon Bank Corporation which proposal (the
"Proposed Merger") is described in the Corporation's Current
Report on Form 8-K filed on April 22, 1998. The Corporation also
announced that it was resuming, with immediate effect, its stock
buyback program which was suspended on April 22, 1998 in
connection with the Proposed Merger.
A copy of a news release (the "News Release") relating
to the withdrawal of the Proposed Merger is being filed as
Exhibit (99)(a) to this report and is incorporated herein by
reference.
2
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
(99)(a) The News Release.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: May 20, 1998 By: /s/ Jacqueline R. McSwiggan
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Name: Jacqueline R. McSwiggan
Title: Assistant Secretary
3
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
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(99)(a) The News Release.
4
Exhibit (99)(a)
THE BANK OF
NEW YORK COMPANY, INC. NEWS
=================================================================
48 Wall Street, New York, N.Y. 10286
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Contact
FOR RELEASE: PUBLIC AND INVESTOR RELATIONS DEPT.
IMMEDIATELY Paul J. Leyden, SVP
212-495-1041
THE BANK OF NEW YORK WITHDRAWS ITS PROPOSAL
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TO MERGE WITH MELLON
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Will Resume Stock Buyback Program Immediately
New York, N.Y. - May 20, 1998 -- The Bank of New York Company,
Inc. (NYSE:BK) announced today that it has withdrawn its proposal
to merge with Mellon Bank Corporation (NYSE:MEL). Effective
immediately, The Bank of New York is also resuming its stock
buyback program, which was suspended on April 22 in connection
with the merger proposal. These actions were taken after Mellon
denied The Bank of New York's request to meet with Mellon's full
board of directors to explain the merger proposal in detail and
to address the issues that Mellon has raised. A copy of the
letter setting forth The Bank of New York's request is attached
to this press release.
"Mellon's refusal to meet with us and to have the opportunity for
a constructive dialogue that would move this merger forward is
inexplicable," said Thomas A. Renyi, chairman and chief executive
officer. "Given that we will proceed only on a consensual basis,
we have decided to withdraw our proposal. We are extremely
grateful to the many Mellon and Bank of New York shareholders -
from the largest institutions to individuals - who have taken the
time to meet with us, have given the proposal their enthusiastic
support and have communicated that support to Mellon's management
and board of directors."
"We remain confident that 1998 will be another record year for
The Bank of New York," Mr. Renyi continued. "We will continue to
give our shareholders industry-leading returns by pursuing our
highly successful and sustainable business strategy."
"Unfortunately, it is Mellon's own shareholders who have been
hurt by the intransigence of their company's management. I am
particularly dismayed at Mellon's dismissive and superficial
treatment of this transaction. At no time have they put forward
a credible alternative strategy that will give their shareholders
at least the same value embedded in our proposal."
-more-
<PAGE>
"A merger with The Bank of New York would provide Mellon
shareholders with value far in excess of what we believe Mellon
is capable of providing alone. We continue to believe that a
Mellon/Bank of New York combination makes enormous sense not only
for shareholders, but for Mellon's customers, employees and
communities alike. We remain available to engage in productive
discussions at any time."
Support for the proposed merger from Mellon shareholders has been
overwhelming. Over the past several weeks, Mr. Renyi and other
senior officers of The Bank of New York have met in person or
spoken with 65 of Mellon's largest institutional shareholders.
These shareholders own over 75 million Mellon shares or about 30%
of total shares outstanding. Over 99% of the shares contacted,
representing nearly 75 million shares have given strong support
for the merger. Holders of over 75% of the shares contacted have
indicated that they have expressed their views in support of the
transaction to Mellon's management in person, by phone or in
writing.
The Bank of New York Company, Inc. is one of the largest bank
holding companies in the United States, with assets of $59
billion as of March 31, 1998. The Company provides a complete
range of banking and other financial services to corporations and
individuals worldwide through its basic businesses: Securities
Servicing and Cash Processing; Corporate Banking; Asset Based
Lending; Trust, Investment Management and Private Banking; Retail
Banking; and Financial Market Services.
*****
<PAGE>
[THE BANK OF NEW YORK COMPANY, INC. LETTERHEAD]
May 14, 1998
Mr. Frank V. Cahouet
Chairman, President and
Chief Executive Officer
Mellon Bank Corporation
One Mellon Bank Center, 4700
Pittsburgh, PA 15258-0001
Dear Frank,
Over the past several weeks my associates and I have met in
person or spoken with 65 of Mellon Bank Corporation's largest
institutional shareholders about our proposal to merge Mellon
Bank and The Bank of New York. In aggregate, these shareholders
own over 75 million Mellon shares or about 30% of total shares
outstanding. Their response has been overwhelmingly supportive. I
understand many of them have personally contacted you and your
Board in this regard.
Given the weight of this support, I write to you to request a
meeting with your full Board of Directors in order to formally
and completely present our proposal and our analysis of the
benefits of a combination of our companies. We believe the
importance of this proposal is such that a meeting with your
entire Board is warranted and appropriate. Such a meeting will
provide a detailed view of significant aspects of our merger plan
and a forum for questions and a constructive dialogue surrounding
the issues that Mellon Bank has raised publicly.
I would like to comment briefly on a number of the issues that
Mellon Bank has raised, which would be thoroughly expanded on at
a board presentation.
As you and I have discussed on many occasions, this combination
would be revenue driven. To Mellon's strength in asset
management, cash management and retail banking would be added our
strength in securities servicing, corporate banking, capital
markets and international trade and cash management. Cross-
selling has been an integral part of both our strategies. More
than 60% of our combined revenues would come from sustainable
high growth, fee-based business. This alone will drive us to a
higher price-earnings multiple that we both strive for and
deserve.
The Bank of New York has long been admired for the efficiency of
its operations. Our efficiency is driven by one of the highest
revenue growth rates in the industry coupled with prudent
management of expenses. Our approach is focused, disciplined and
tailored to the distinct nature of each of our business
activities. I believe these characteristics are consistent with
your own business philosophy.
It is also important to note the similarity of our customer base.
We compete head-on in many of our businesses. Our clients choose
us for similar reasons: technology, customer service, and
acknowledged commitment to our businesses.
-more-
<PAGE>
This combination offers a double benefit in the area of
technology: we would increase our technology investment over what
either of us would do alone, yet spread those costs over a wider
customer base. The Bank of New York alone will spend over $250
million in technology this year.
Our two institutions are well-recognized for their ability to
acquire large and complex businesses while achieving a very high
level of customer retention. We are confident that by building
upon the strength of our respective management teams we can
complete a successful merger.
Lastly, but certainly not least, we recognize that an important
consideration of any merger is the effect on the communities
served by those institutions - access to banking services, local
investment, charitable commitment, and the potential for
long-term job creation.
- - Unlike an in-market merger, there would be no branch
closings and we would be able to provide our combined
retail, corporate, and institutional customers a wider
array of products and services.
- - We would, of course, reaffirm and build upon all existing
CRA and charitable commitments.
- - Any job losses would be spread out over the entire combined
company and thus be geographically diverse.
- - The revenue dynamics of the new company would require
additions to staff in many business development and
customer service areas.
The merger we propose ensures that a preeminent banking
institution, fully equipped to compete and prosper in the next
century, will continue to have its corporate headquarters in
Pittsburgh, preserving the Mellon name.
I've briefly touched on some of the key issues that need to be
fully developed for the Mellon Board to thoroughly consider our
proposal. Shareholders of both Mellon and The Bank of New York
feel this proposal is worthy of a meeting with your full Board.
We await your invitation to do so. Unless I hear from you before,
I will call you on Tuesday, May 19th to set a date. Given the
importance of the issue, I assume a specially convened board
meeting would be appropriate to consider our proposal. I
appreciate your full consideration.
Sincerely,
[Thomas A. Renyi]
cc: Members of the Mellon Board of Directors
