SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 23, 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 jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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.)
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Item 5. Other Events.
On April 23, 1998, The Bank of New York Company, Inc.
(the "Corporation") made a news release relating to its merger
proposal to Mellon Bank Corporation ("Mellon") which is described
in the Corporation's Current Report on Form 8-K filed on April
22, 1998 (the "April 22 Report").
A copy of a news release (the "News Release") relating
to the proposed merger is being filed as Exhibit (99)(a) to this
report and is incorporated herein by reference.
The News Release contains certain forward-looking
statements, including assumptions as to how the Corporation,
Mellon and the combined company following the proposed merger may
perform in the future, which are subject to risks and
uncertainties, and there can be no assurance that such statements
will prove to be correct. Actual results may differ materially.
For discussion of such risks and uncertainties, shareholders are
referred to the discussion thereof in the April 22 Report.
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: April 23, 1998 By:/s/ Phebe C. Miller
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Name: Phebe C. Miller
Title: Chief Legal Officer
and Secretary
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description
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(99)(a) The News Release
4
THE
BANK OF
NEW
YORK
COMPANY, INC. NEWS
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48 Wall Street, New York, N.Y. 10286
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Contact:
FOR RELEASE: PUBLIC AND INVESTOR RELATIONS DEPT.
IMMEDIATELY MEDIA:
Paul J. Leyden, SVP
(212) 495-1041
ANALYSTS:
Nicholas Silitch, SVP
(212) 495-1721
THE BANK OF NEW YORK COMPANY, INC. RESPONDS TO MELLON
NEW YORK, NY, April 23, 1998 -- In response to inquires, The Bank
of New York Company, Inc. (NYSE:BK) today released the following
statement:
"We reconfirm our strong desire to enter into a friendly merger
as outlined in yesterday's letter to Mellon's board of directors.
We envision a combination that will create the most dynamic major
financial institution in the country. Outstanding value will be
provided to shareholders, the customers we jointly serve, our
communities and our employees. We believe that Mellon's response
was hasty and its lawsuit is an effort to prevent us from
communicating the merits of our proposal.
We reiterate that we will only proceed with this merger if it is
friendly. The lawsuit initiated late yesterday is groundless and
is a needless distraction from the real issue, which is the
necessity for Mellon's board of directors to give careful and
thoughtful consideration to what we have proposed. We are fully
confident that after a more deliberate review, Mellon's board of
directors will endorse this proposal."
The Bank of New York Company, Inc. (NYSE:BK) is one of the
largest bank holding companies in the United States, with total
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 six basic
businesses: Securities Servicing and Cash Processing; Corporate
Banking; Asset Based Lending; Trust, Investment Management and
Private Banking; Retail Banking; and Financial Market Services.
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