-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, LLOLLIrmwMeEA5AxOHmFcyHzSj76UHAfC9oHUu3loVCYhqAINb5Lb+KeYM19KQe4 gCiGFhekWsepuwhivVWf7A== 0000009626-94-000015.txt : 19940920 0000009626-94-000015.hdr.sgml : 19940920 ACCESSION NUMBER: 0000009626-94-000015 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940919 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANK OF NEW YORK CO INC CENTRAL INDEX KEY: 0000009626 STANDARD INDUSTRIAL CLASSIFICATION: 6022 IRS NUMBER: 132614959 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06152 FILM NUMBER: 94549515 BUSINESS ADDRESS: STREET 1: 48 WALL ST 15TH FL CITY: NEW YORK STATE: NY ZIP: 10296 BUSINESS PHONE: 2124951784 10-K/A 1 FORM 10-K/A, NO. 1 FORM 10-K/A - No. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For The Fiscal Year Ended December 31, 1993 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] Commission file number 1-6152 THE BANK OF NEW YORK COMPANY, INC. (Exact name of registrant as specified in its charter) NEW YORK 13-2614959 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 48 Wall Street, New York, New York 10286 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (212) 495-1784 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered ------------------- -------------------- Common Stock, $7.50 par value NEW YORK STOCK EXCHANGE 8.60% Cumulative Preferred Stock NEW YORK STOCK EXCHANGE Preferred Stock Purchase Rights NEW YORK STOCK EXCHANGE Convertible Subordinated Debentures due 2001 NEW YORK STOCK EXCHANGE Securities registered pursuant to Section 12(g) of the Act: Title of each class ------------------- Warrants to Purchase Common Stock Class A 7.75% Cumulative Convertible Preferred Stock Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days Yes X No ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of voting stock held by nonaffiliates of the registrant at February 28, 1994 consisted of: Common Stock ($7.50 par value) $5,103,325,873 (based on closing price on New York Stock Exchange) The number of shares outstanding of the registrant's common Stock $7.50 par value was 93,862,900 shares on February 28, 1994. DOCUMENTS INCORPORATED BY REFERENCE Portions of the 1993 Annual Report to Shareholders are incorporated by reference into Parts I, II, and IV. Portions of the definitive Proxy Statement pursuant to Regulation 14A for the 1994 Annual Meeting of Shareholders are incorporated by reference into Part III. 2. AMENDMENT NO. 1 TO ANNUAL REPORT FOR 1993 ON FORM 10-K The undersigned registrant hereby amends Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K and the Exhibit Index of its Annual Report for 1993 on Form 10-K by the addition of the Independent Public Accountants Report for National Community Banks, Inc. to Exhibit 99 and the Exhibit Index. As so amended Item 14 reads as follows: PART IV - ------- ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K - -------------------------------------------------------------------------- (a) 1 Financial Statements: See Item 8. (a) 2 Financial Statement Schedules: Financial statement schedules are omitted since the required information is either not applicable, not deemed material, or is shown in the respective financial statements or in the notes thereto. (a) 3 Listing of Exhibits: Exhibit No. Per Regulation S-K Description - -------------- ----------- 3 (a) The By-Laws of The Bank of New York Company, Inc. as amended through October 13, 1987. (Filed as Exhibit 3(a) to the Company's 1987 Annual Report on Form 10-K and incorporated herein by reference.) (b) Certificate of Incorporation of The Bank of New York Company, Inc. as amended through July 14, 1993. (Filed as Exhibit 3 to Current Report on Form 8-K filed by the Company on July 14, 1993 and incorporated herein by reference.) 4 (a) None of the outstanding instruments defining the rights of holders of long-term debt of the Company represent long-term debt in excess of 10% of the total assets of the Company. The Company hereby agrees to furnish to the Commission, upon request, a copy of any of such instruments. (b) Amended and Restated Rights Agreement dated March 8, 1994. (Filed as Exhibit 4(a) to Current Report on Form 8-K filed by the Company on March 23, 1994 and incorporated herein by reference.) 3. Exhibit No. Per Regulation S-K Description - -------------- ----------- 10 (a) 1984 Stock Option Plan of The Bank of New York Company, Inc. as amended through February 23, 1988. (Filed as Exhibit 10(a) to the Company's 1988 Annual Report on Form 10-K and incorporated herein by reference.) (b) The Bank of New York Company, Inc. Excess Contribution Plan as amended through July 10, 1990. (Filed as Exhibit 10(b) to the Company's 1990 Annual Report on Form 10-K and incorporated herein by reference.) (c) Amendments to The Bank of New York Company, Inc. Excess Contribution Plan dated February 23, 1994 and November 9, 1993. (d) The Bank of New York Company, Inc. Excess Benefit Plan as amended through December 8, 1992. (Filed as Exhibit 10(d) to the Company's 1992 Annual Report on Form 10-K and incorporated herein by reference.) (e) Amendments to The Bank of New York Company, Inc. Excess Benefit Plan dated February 23, 1994 and November 9, 1993. (f) Management Incentive Compensation Plan of The Bank of New York Company, Inc. (Filed as Exhibit 10(d) to the Company's 1986 Annual Report on Form 10-K and incorporated herein by reference.) (g) 1994 Management Incentive Compensation Plan of The Bank of New York Company, Inc. (h) 1988 Long-Term Incentive Plan as amended through December 8, 1992. (Filed as Exhibit 10(f) to the Company's 1992 Annual Report on Form 10-K and incorporated herein by reference.) (i) The Bank of New York Company, Inc. 1993 Long Term Incentive Plan. (Filed as Exhibit 10(m) to the Company's 1992 Annual Report on Form 10-K and incorporated herein by reference.) (j) The Bank of New York Company, Inc. Supplemental Executive Retirement Plan. (Filed as Exhibit 10(n) to the Company's 1992 Annual Report on Form 10-K and incorporated herein by reference.) (k) Amendment to The Bank of New York Company, Inc. Supplemental Executive Retirement Plan dated March 9, 1993. 4. Exhibit No. Per Regulation S-K Description - -------------- ----------- 10 (l) Trust Agreement dated April 19, 1988 related to deferred compensation plans. (Filed as Exhibit 10(h) to the Company's 1988 Annual Report on Form 10-K and incorporated herein by reference.) (m) Trust Agreement dated November 16, 1993 related to deferred compensation plans. (n) Form of Remuneration Agreement between the Company and two of the five most highly compensated executive officers of the Company. (Filed as Exhibit 10 to the Company's 1982 Annual Report on Form 10-K and incorporated herein by reference.) (o) Remuneration Agreement between the Company and an executive officer of the Company. (Filed as Exhibit 10(h) to the Company's 1991 Annual Report on Form 10-K and incorporated herein by reference.) (p) Remuneration Agreement between the Company and an executive officer of the Company. (Filed as Exhibit 10(i) to the Company's 1991 Annual Report on Form 10-K and incorporated herein by reference.) (q) Remuneration Agreement between the Company and an executive officer of the Company. (Filed as Exhibit 10(j) to the Company's 1992 Annual Report on Form 10-K and incorporated herein by reference.) (r) The Bank of New York Company, Inc. Retirement Plan for Non- Employee Directors. (s) Deferred Compensation Plan for Non-Employee Directors of The Bank of New York Company, Inc. 11 Statement - Re: Computation of Per Common Share Earnings 12 Statement - Re: Computation of Earnings to Fixed Charges Ratios 13 Portions of the 1993 Annual Report to Shareholders 21 Subsidiaries of the Registrant 23.1 Consent of Deloitte & Touche 23.2 Consent of Arthur Andersen & Co. 99 Report of Independent Public Accountants for National Community Banks, Inc. 5. (b) Reports on Form 8-K: October 18, 1993: Unaudited interim financial information and accompanying discussion for the third quarter of 1993. December 7, 1993: An Underwriting Agreement, a Form of Note, an Officers' Certificate, and a Legal Opinion filed in connection with the Company's Registration Statement on Form S-3 (File No. 33-51984 and No. 33-50333) with the Securities and Exchange Commission covering the Company's 6.50% Subordinated Notes due 2003. January 13, 1994: Unaudited interim financial information and accompanying discussion for the fourth quarter of 1993. March 23, 1994: Amended and Restated Rights Agreement dated March 8, 1994 (c) Exhibits: Submitted as a separate section of this report. (d) Financial Statements Schedules: None 6. SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: September 19, 1994 THE BANK OF NEW YORK COMPANY, INC. ---------------------------------- (Registrant) By: \s\ Deno D. Papageorge ------------------------------------- Name: Deno D. Papageorge Title: Chief Financial Officer 7. INDEX TO EXHIBITS - 1993 10-K as amended Exhibit No. - ------------ 3 (a) The By-Laws of The Bank of New York Company, Inc. as amended through October 13, 1987. (Filed as Exhibit 3(a) to the Company's 1987 Annual Report on Form 10-K and incorporated herein by reference.) (b) Certificate of Incorporation of The Bank of New York Company, Inc. as amended through July 14, 1993. (Filed as Exhibit 3 to Current Report on Form 8-K filed by the Company on July 14, 1993 and incorporated herein by reference.) 4 (a) None of the outstanding instruments defining the rights of holders of long-term debt of the Company represent long-term debt in excess of 10% of the total assets of the Company. The Company hereby agrees to furnish to the Commission, upon request, a copy of any of such instruments. (b) Amended and Restated Rights Agreement dated March 8, 1994. (Filed as Exhibit 4(a) to Current Report on Form 8-K filed by the Company on March 23, 1994 and incorporated herein by reference.) 10 (a) 1984 Stock Option Plan of The Bank of New York Company, Inc. as amended through February 23, 1988. (Filed as Exhibit 10(a) to the Company's 1988 Annual Report on Form 10-K and incorporated herein by reference.) (b) The Bank of New York Company, Inc. Excess Contribution Plan as amended through July 10, 1990. (Filed as Exhibit 10(b) to the Company's 1990 Annual Report on Form 10-K and incorporated herein by reference.) (c) Amendments to The Bank of New York Company, Inc. Excess Contribution Plan dated February 23, 1994 and November 9, 1993. (d) The Bank of New York Company, Inc. Excess Benefit Plan as amended through December 8, 1992. (Filed as Exhibit 10(d) to the Company's 1992 Annual Report on Form 10-K and incorporated herein by reference.) (e) Amendments to The Bank of New York Company, Inc. Excess Benefit Plan dated February 23, 1994 and November 9, 1993. (f) Management Incentive Compensation Plan of The Bank of New York Company, Inc. (Filed as Exhibit 10(d) to the Company's 1986 Annual Report on Form 10-K and incorporated herein by reference.) (g) 1994 Management Incentive Compensation Plan of The Bank of New York Company, Inc. 8. INDEX TO EXHIBITS - 1993 10-K as amended Exhibit No. - ------------ 10 (h) 1988 Long-Term Incentive Plan as amended through December 8, 1992. (Filed as Exhibit 10(f) to the Company's 1992 Annual Report on Form 10-K and incorporated herein by reference.) (i) The Bank of New York Company, Inc. 1993 Long Term Incentive Plan. (Filed as Exhibit 10(m) to the Company's 1992 Annual Report on Form 10-K and incorporated herein by reference.) (j) The Bank of New York Company, Inc. Supplemental Executive Retirement Plan. (Filed as Exhibit 10(n) to the Company's 1992 Annual Report on Form 10-K and incorporated herein by reference.) (k) Amendment to The Bank of New York Company, Inc. Supplemental Executive Retirement Plan dated March 9, 1993. (l) Trust Agreement dated April 19, 1988 related to deferred compensation plans. (Filed as Exhibit 10(h) to the Company's 1988 Annual Report on Form 10-K and incorporated herein by reference.) (m) Trust Agreement dated November 16, 1993 related to deferred compensation plans. (n) Form of Remuneration Agreement between the Company and two of the five most highly compensated executive officers of the Company. (Filed as Exhibit 10 to the Company's 1982 Annual Report on Form 10-K and incorporated herein by reference.) (o) Remuneration Agreement between the Company and an executive officer of the Company. (Filed as Exhibit 10(h) to the Company's 1991 Annual Report on Form 10-K and incorporated herein by reference.) (p) Remuneration Agreement between the Company and an executive officer of the Company. (Filed as Exhibit 10(i) to the Company's 1991 Annual Report on Form 10-K and incorporated herein by reference.) (q) Remuneration Agreement between the Company and an executive officer of the Company. (Filed as Exhibit 10(j) to the Company's 1992 Annual Report on Form 10-K and incorporated herein by reference.) 9. INDEX TO EXHIBITS - 1993 10-K as amended Exhibit No. - ------------ 10 (r) The Bank of New York Company, Inc. Retirement Plan for Non- Employee Directors. (s) Deferred Compensation Plan for Non-Employee Directors of The Bank of New York Company, Inc. 11 Statement - Re: Computation of Per Common Share Earnings 12 Statement - Re: Computation of Earnings to Fixed Charges Ratios 13 Portions of the 1993 Annual Report to Shareholders 21 Subsidiaries of the Registrant 23.1 Consent of Deloitte & Touche 23.2 Consent of Arthur Andersen & Co. 99 Report of Independent Public Accountants for National Community Banks, Inc. EX-99 2 ARTHUR ANDERSON'S NCB OPINION EXHIBIT 99 Report of Independent Public Accountants To the Board of Directors Of National Community Banks, Inc. We have audited the accompanying consolidated statements of condition of National Community Banks, Inc. (a New Jersey Corporation) and its subsidiary as of December 31, 1992 and 1991, and the related consolidated statements of income, changes in shareholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of National Community Banks, Inc. and subsidiary as of December 31, 1992 and 1991, and the results of their operations and their cash flows for the years then ended, in conformity with generally accepted accounting principles. As described in Note 13 to the consolidated financial statements, National Community Banks, Inc. (the Company), its subsidiary, National Community Bank of New Jersey, and certain directors and officers of the Company have been named defendants in a complaint seeking relief on behalf of a class of shareholders. This litigation continues to be in a preliminary state and its ultimate outcome cannot presently be determined. /s/ Arthur Anderson & Co. - ------------------------- Roseland, New Jersey January 12, 1993 -----END PRIVACY-ENHANCED MESSAGE-----