-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H0WThrtN0TsL76kml1o+7oDPs9AtE9++HK/IMrcYR/aOIIUCdO03slbbWHWFq1B7 pNkH4zo1c+S6ptZYpnUXHg== 0000009626-05-000114.txt : 20050418 0000009626-05-000114.hdr.sgml : 20050418 20050418163710 ACCESSION NUMBER: 0000009626-05-000114 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050418 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050418 DATE AS OF CHANGE: 20050418 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANK OF NEW YORK CO INC CENTRAL INDEX KEY: 0000009626 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 132614959 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06152 FILM NUMBER: 05757156 BUSINESS ADDRESS: STREET 1: ONE WALL ST 10TH FL CITY: NEW YORK STATE: NY ZIP: 10286 BUSINESS PHONE: 212-495-1784 MAIL ADDRESS: STREET 1: ONE WALL STREET 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10286 8-K 1 r8k2q05801.txt 8-K 1 UNITED STATES 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 18, 2005 THE BANK OF NEW YORK COMPANY, INC. ---------------------------------- (exact name of registrant as specified in its charter) NEW YORK -------- (State or other jurisdiction of incorporation) 001-06152 13-2614959 --------- ---------- (Commission file number) (I.R.S. employer identification number) One Wall Street, New York, NY 10286 ----------------------------- ----- (Address of principal executive offices) (Zip code) 212-495-1784 ------------ (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 2 ITEM 8.01 Other Events ------------ The Bank of New York ("BNY") announced on April 18, 2005 that it has hired Mr. John M. Liftin as Vice Chairman and General Counsel and a member of its Senior Planning Committee. In addition, Mr. Liftin will be named Vice Chairman, General Counsel and Secretary of The Bank of New York Company, Inc. ("BNY Co."). The Press Release announcing Mr. Liftin's hiring is attached. Mr. Liftin has entered into an agreement with BNY providing for a starting salary of $550,000 and a minimum cash bonus of $1,000,000 for each of 2005 and 2006. The agreement provides for an award of restricted shares with a grant date value of $825,000 and a stock option award on 100,000 shares. These awards will be made in the first quarter of 2006. BNY Co. also intends to award Mr. Liftin additional restricted shares in the near future having a grant date value approximately equivalent to the value of the equity awards he forfeited upon leaving his previous employer. For two years Mr. Liftin will also be eligible to receive severance payments under certain circumstances. Mr. Liftin will be entering into a change of control agreement with BNY Co. in the near future. ITEM 9.01 Financial Statements and Exhibits --------------------------------- Index to and Description of Exhibits (c) Exhibit Description ------- ----------- 99 Press release dated April 18, 2005 announcing the hiring of Mr. John M. Liftin as the Vice Chairman, General Counsel and Secretary of The Bank of New York Company, Inc. 3 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 hereunto duly authorized. Dated: April 18, 2005 THE BANK OF NEW YORK COMPANY, INC. (Registrant) By: /s/ Bruce W. Van Saun ---------------------------------- Name: Bruce W. Van Saun Title: Senior Executive Vice President and Chief Financial Officer EX-99 2 r8k2q05jl99.txt EX-99 Exhibit 99 [LOGO] news release Contact: R. Jeep Bryant 212-635-1569 For Immediate Release John M. Liftin to Join The Bank of New York Company, Inc. As Vice Chairman, General Counsel and Secretary NEW YORK, April 18, 2005 - The Bank of New York Company, Inc., a global leader in securities servicing, announced today that John M. Liftin will be joining the Company as Vice Chairman, General Counsel and Secretary. Mr. Liftin will join from Prudential Financial, Inc., where he has served as General Counsel since 1998. His prior positions include General Counsel for Kidder Peabody Group, Inc. and partner in the Washington, D.C. office of the law firm Rogers & Wells. Mr. Liftin also worked at the Securities and Exchange Commission, where he served as Associate Director of the Division on Market Regulation and Special Counsel to Chairman William J. Casey. "John will bring extensive experience in corporate and financial law, regulatory affairs and the securities markets to this important leadership function," said Chairman and Chief Executive Officer Thomas A. Renyi. "He will lead our ongoing efforts to set the standard for appropriate governance and business practices in a rapidly evolving marketplace." Mr. Liftin is a member of the Legal Advisory Committee of the New York Stock Exchange and is a former chair of the American Bar Association's Committee on the Federal Regulation of Securities. He currently chairs The Pro Bono Partnership, an organization that provides free legal services to nonprofit organizations serving the public interest. Mr. Liftin graduated with honors from the Columbia University School of Law, where he was a Stone Scholar, and he holds a B.A. degree from the University of Pennsylvania. The Bank of New York Company, Inc. (NYSE: BK) is a global leader in providing a comprehensive array of services that enable institutions and individuals to move and manage their financial assets in more than 100 markets worldwide. The Company has a long tradition of collaborating with clients to deliver innovative solutions through its core competencies: securities servicing, treasury management, investment management, and individual & regional banking services. The Company's extensive global client base includes a broad range of leading financial institutions, corporations, government entities, endowments and foundations. Its principal subsidiary, The Bank of New York, founded in 1784, is the oldest bank in the United States and has consistently played a prominent role in the evolution of financial markets worldwide. Additional information is available at www.bankofny.com. ****** -----END PRIVACY-ENHANCED MESSAGE-----