-----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, ebwA2yY9kwwK5SVub3l6DifKhIk0b9IXKtxBEzH9o50oDZfGvH6733IZCGczY8y+ foGUmWDUjYy84s9InP00Jg== 0000009626-94-000005.txt : 19940414 0000009626-94-000005.hdr.sgml : 19940414 ACCESSION NUMBER: 0000009626-94-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940412 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19940412 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06152 FILM NUMBER: 94522316 BUSINESS ADDRESS: STREET 1: 48 WALL ST 15TH FL CITY: NEW YORK STATE: NY ZIP: 10296 BUSINESS PHONE: 2124951784 8-K 1 FORM 8K 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 12, 1994 THE BANK OF NEW YORK COMPANY, INC. ---------------------------------- (exact name of registrant as specified in its charter) NEW YORK -------- (State or other jurisdiction of incorporation) 1-6152 13-2614959 ------ ---------- (Commission file number) (I.R.S. employer identification number) 48 Wall Street, New York, NY 10286 ---------------------------- ----- (Address of principal executive (Zip code) offices) 212 - 495 - 1784 ---------------- (Registrant's telephone number, including area code) 2. ITEM 5. Other Events ------------ First Quarter Financial Results, Common Stock --------------------------------------------- Dividend Increase, Stock Split, and Common Share Buyback -------------------------------------------------------- On April 12, 1994 The Bank of New York Company, Inc. (the "Company") issued a press release announcing the following: unaudited interim financial information and accompanying discussion for the first quarter of 1994, an increase in the quarterly common stock cash dividend to 55 cents per share, a 2-for-1 common stock split, and a plan to buy back up to 2.5 million of its pre-split common shares. Exhibit 99 is a copy of such press release and is incorporated herein by reference. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits ----------------------------------------------------- (c) Exhibit Description ------- ----------- 99 Unaudited interim financial information and accompanying discussion for the first quarter of 1994 and the announcement of an increase in the quarterly common stock cash dividend, a 2-for-1 common stock split, and a common stock buy back program contained in the press release dated April 12, 1994, 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 thereunto duly authorized. Dated: April 12, 1994 THE BANK OF NEW YORK COMPANY, INC. (Registrant) By: /s/ Robert E. Keilman ------------------------ Name: Robert E. Keilman Title: Comptroller 4. EXHIBIT INDEX Exhibit No. Description 99 Unaudited interim financial information and accompanying discussion for the first quarter of 1994 and the announcement of an increase in the quarterly common stock cash dividend, a 2-for-1 common stock split, and a common stock buy back program contained in the press release dated April 12, 1994, of The Bank of New York Company, Inc. EX-99 2 FIRST QTR 1994 EXHIBIT 99 THE BANK OF NEW YORK COMPANY, INC. NEWS 48 Wall Street, New York, N.Y. 10286 ------------------------------------ Contact: FOR RELEASE: PUBLIC AND INVESTOR RELATIONS DEPT. IMMEDIATELY Michael M. Pascale, VP - ----------- (212) 495-1041 Pierre S. Brull, VP (212) 495-1721 Rhonda Barnat, AVP (212) 495-1725 THE BANK OF NEW YORK COMPANY, INC. REPORTS ------------------------------------------ RECORD FIRST QUARTER NET INCOME AND E.P.S. ------------------------------------------ First Quarter Net Income $178 Million; E.P.S. $1.75 up 35% 1.50% ROA and 18.55% ROE Also Records Common Stock Dividend Increased 22%, Stock Split 2-for-1 2.5 Million Common Share Buyback Announced NEW YORK, N.Y., April 12, 1994 -- The Bank of New York Company, Inc. reported record first quarter net income of $178 million, which compares with net income of $134 million in the first quarter of 1993. Fully diluted earnings per share in the first quarter of 1994 were a record $1.75 compared with $1.30 per share in the same period last year, an increase of 35%. The gain on the sale of a portion of the Company's interest in Wing Hang Bank, Ltd. in Hong Kong, which was partially offset by a restructuring charge related to National Community Division, added a net 12 cents to earnings per share this quarter. 2. Net interest income, on a taxable equivalent basis, increased $16 million or 4% to $396 million from the first quarter of 1993. The Company noted widened spreads and increasing loan demand during the first quarter. Credit card growth remained especially strong. There was also growth in other consumer loans, as well as in middle market and large corporate lending. Fee income was strong, especially from securities and other processing, syndications and factoring. A lower provision for loan losses and continued control of operating expenses contributed to higher earnings. The Company's Board of Directors today declared a quarterly common stock cash dividend of 55 cents per share, a 22% increase over the 45 cents previously paid. This increase will result in an annual rate of $2.20 per share, the highest in the Company's history, surpassing the previous high of $2.12 per share paid in 1990. The new dividend is payable on May 6, 1994 to holders of record as of the close of business on April 22, 1994. The Company's Board also declared a 2-for-1 common stock split, which will be paid after the cash dividend. On May 13, 1994, holders of record as of the close of business on April 22, 1994 will receive one additional share for every share held. The Company announced today a plan to buy back, throughout the remainder of this year, up to 2.5 million of its pre-split common shares. All shares purchased will be used in connection with certain employee benefit plans or will be held as treasury shares. 3. The Company's estimated Tier I capital and total capital ratios were 8.25% and 12.85% at March 31, 1994 compared with 8.87% and 13.65% at December 31, 1993 and 8.26% and 12.90% at March 31, 1993. The decline in these ratios from December 31, 1993 is primarily attributable to the redemption of $156 million of preferred stock in the first quarter of 1994. The absence of this preferred stock will add approximately 7 cents to annual per share earnings. Tangible common equity as a percent of total assets was 6.84% at March 31, 1994 compared with 7.00% at December 31, and 6.41% one year ago. Return on average assets in the first quarter of 1994 was 1.50% compared with 1.32% in the fourth quarter of 1993 and 1.17% in the first quarter of 1993. Return on average common equity was 18.55% in the first quarter of 1994 compared with 16.16% in the fourth quarter of 1993 and 15.06% in the first quarter of 1993. Both return on assets and return on equity for this quarter were records for the Company. Stockholders' equity was reduced by $3 million as a result of the adoption of FAS 115, which relates to unrealized gains and losses on securities available for sale. 4. NONPERFORMING ASSETS - -------------------- (dollars in millions) Change 1Q 1994 vs. 3/31/94 12/31/93 4Q 1993 -------------------------------------- Loans: HLT $ 51 $ 52 (2)% Commercial Real Estate 55 72 (24) Other Commercial 105 130 (19) Foreign 24 34 (29) LDC 95 96 (1) Community Banking 118 156 (24) ----- ----- Total Loans 448 540 (17) Other Real Estate 84 99 (15) ----- ----- Total $ 532 $ 639 (17) ===== ===== Nonperforming Asset Ratio 1.6% 2.1% Allowance/Nonperforming Loans 208.5 179.6 Allowance/Nonperforming Assets 175.6 151.8 Nonperforming assets declined for the eleventh consecutive quarter. They totaled $532 million at March 31, compared with $639 million at December 31, 1993, a decrease of $107 million or 17%. A total of $51 million of small nonperforming loans were sold this quarter. This was the Company's first bulk sale of nonperforming loans. Nonperforming commercial real estate assets, which include other real estate owned, declined to $139 million at March 31, 1994, a $32 million, or 19% decrease from $171 million at December 31, 1993. 5. LOAN LOSS PROVISION AND NET CHARGE-OFFS - --------------------------------------- (in millions) 1st 4th 1st Quarter Quarter Quarter ------- ------- ------- 1994 1993 1993 ---- ---- ---- Provision $ 45 $ 50 $ 93 ---- ---- ---- Net Charge-offs: HLT - 2 (7) Commercial Real Estate (5) (30) (18) Other Commercial (20) (6) (32) Consumer (39) (40) (36) Foreign - (6) (2) Other (19) (5) (6) ---- ---- ---- Total (83) (85) (101) Credit Card Securitization 2 1 - ---- ---- ---- Decrease in Allowance $ (36) $ (34) $ (8) ==== ==== ==== Other Real Estate Expense $ 2 $ 4 $ 9 The allowance for loan losses was $934 million, or 2.87% of loans at March 31, 1994 compared with $970 million, or 3.17% of loans at December 31, 1993. NET INTEREST INCOME - ------------------- On a taxable equivalent basis, net interest income amounted to $396 million in the first quarter of 1994, compared with $380 million in the same period of 1993, an increase of 4%. The net interest rate spread was 3.18% in the first quarter of 1994 compared with 3.12% in the fourth quarter of 1993 and 3.11% one year ago. The net yield on interest earning assets was 3.89% in the first quarter of 1994 compared with 3.83% in the fourth quarter of 1993 and 3.82% in the same period last year. The spread 6. and yield benefitted modestly from the return of a portion of the Company's credit card securitization to its balance sheet. There was continued strong performance in credit cards, as the number of card accounts increased by 23% to 4.9 million and managed outstandings were up by 21% to $6.3 billion from one year ago. Response rates to our aggressive national direct-mail campaign have significantly exceeded expectations so far this year. We will continue this program throughout the remainder of 1994. The credit quality of our card portfolio continues to be excellent. Delinquencies continue to decline. Net charge-offs as a percentage of average outstandings were 3.13% in the first quarter of 1994, down significantly from 3.48% one year ago. NONINTEREST INCOME - ------------------ Noninterest income increased 6% to $350 million in the first quarter, compared with $330 million in the same period last year. Securities processing fees were $88 million for the first quarter of 1994 and $76 million for the first quarter of 1993, an increase of 16%. Most areas contributed to the increase. Among the strongest were corporate trust, government securities clearance, master trust and mutual fund custody. Other processing fees, principally funds transfer, deposit services, and trade finance, were $42 million for the first quarter of 1994, compared with $38 million in the same period last year, an increase of 11%. Service charges and fees were $119 million in the first quarter of 1994, compared with $114 million in the first quarter of last year. In the first quarter, noninterest income attributable to the Company's credit card securitization was $4 million less than the comparable period of last year due to a portion of these assets returning to the balance sheet. 7. Securities gains were $12 million in the first quarter of 1994 compared with $26 million in the same period last year. Other noninterest income was $56 million and $44 million for the first quarters of 1994 and 1993. Foreign exchange profits and trading activities were $16 million and $23 million in the first quarters of 1994 and 1993. Also included in other noninterest income for 1994 is a pre-tax gain of $22 million ($14 million after-tax) related to the sale of a portion of the Company's interest in Wing Hang Bank, Ltd., which was partially offset by a $3 million restructuring charge related to National Community Division (NCD). NONINTEREST EXPENSE AND INCOME TAXES - ------------------------------------ Total noninterest expense increased 3% to $403 million in the first quarter from $391 million in 1993. Other real estate expense decreased to $2 million from $9 million in the first quarter of 1993. Salaries increased 5% in the first quarter to $153 million from $146 million in the same period last year. Excluding the $3 million restructuring charge related to NCD, salaries increased 3%. Profit- sharing increased to $16 million from $13 million in last year's first quarter. Other employee benefits -- primarily incentive compensation and health care expenses -- were up 4% from the first quarter of last year. The effective tax rate for the first quarter of 1994 was 37.5% compared with 36.8% for the first quarter of 1993. *************************** (Financial highlights and detailed financial statements are attached.) 8. THE BANK OF NEW YORK COMPANY, INC. Financial Highlights (Unaudited) (Dollars in millions, except per share amounts)
For the Three Months Ended March 31: 1994 1993 Change - ---------------------------------------- ---- ---- ------ Net Income $ 178 $ 134 32.8% Per Common Share: Primary Earnings $ 1.85 $ 1.37 35.0 Fully Diluted Earnings 1.75 1.30 34.6 Cash Dividends 0.45 0.38 18.4 Return on Average Common Shareholders' Equity 18.55% 15.06% Return on Average Assets 1.50 1.17 As of March 31: - --------------- Assets $48,008 $44,027 9.0% Loans 32,560 29,261 11.3 Securities 5,619 5,055 11.2 Deposits - Domestic 23,637 23,648 - - Foreign 9,120 7,187 26.9 Long-Term Debt 1,540 1,695 -9.1 Preferred Shareholders' Equity 138 371 -62.8 Common Shareholders' Equity 3,891 3,467 12.2 Common Shareholders' Equity Per Share 41.38 37.10 11.5 Market Value Per Share of Common Stock 51.00 57.75 -11.7 Allowance for Loan Losses as a Percent of Loans 2.87% 3.64% Tier I Capital Ratio 8.25 8.26 Total Capital Ratio 12.85 12.90 Leverage Ratio 7.66 7.56 Tangible Common Equity Ratio 6.84 6.41
9. THE BANK OF NEW YORK COMPANY, INC. Consolidated Statements of Income (Unaudited) (In millions, except per share amounts)
For the three months ended March 31, 1994 1993 ----- ----- Interest Income - --------------- Loans $ 512 $ 507 Securities Taxable 57 56 Exempt from Federal Income Taxes 15 19 ----- ----- 72 75 Deposits in Banks 8 8 Federal Funds Sold and Securities Purchased Under Resale Agreements 19 27 Trading Assets 15 8 ----- ----- Total Interest Income 626 625 ----- ----- Interest Expense - ---------------- Deposits 166 187 Federal Funds Purchased and Securities Sold Under Repurchase Agreements 27 22 Other Borrowed Funds 23 22 Long-Term Debt 27 28 ----- ----- Total Interest Expense 243 259 ----- ----- Net Interest Income 383 366 - ------------------- Provision for Loan Losses 45 93 ----- ----- Net Interest Income After Provision for Loan Losses 338 273 ----- ----- Noninterest Income - ------------------ Processing Fees Securities 88 76 Other 42 38 ----- ----- 130 114 Trust and Investment Fees 33 32 Service Charges and Fees 119 114 Securities Gains 12 26 Other 56 44 ----- ----- Total Noninterest Income 350 330 ----- ----- Noninterest Expense - ------------------- Salaries and Employee Benefits 211 199 Net Occupancy 47 43 Furniture and Equipment 22 22 Other 123 127 ----- ----- Total Noninterest Expense 403 391 ----- ----- Income Before Income Taxes 285 212 Income Taxes 107 78 ----- ----- Net Income $ 178 $ 134 - ---------- ===== ===== Net Income Available to Common Shareholders $ 174 $ 127 - ------------------------------------------- ===== ===== Per Common Share Data: - ---------------------- Primary Earnings $1.85 $1.37 Fully Diluted Earnings 1.75 1.30 Cash Dividends 0.45 0.38 Average Common Shares Outstanding 94 92
10. THE BANK OF NEW YORK COMPANY, INC. Consolidated Statements of Condition (Unaudited) (Dollars in millions, except per share amounts)
March 31, Dec. 31, 1994 1993 ---- ---- Assets Cash and Due from Banks $ 3,165 $ 4,511 Interest-Bearing Deposits in Banks 298 269 Securities: Held to Maturity 3,297 4,356 Available for Sale 2,322 1,241 ------- ------- Total Securities 5,619 5,597 Trading Assets 2,479 1,325 Federal Funds Sold and Securities Purchased Under Resale Agreements 300 36 Loans (Less allowance for loan losses of $934 in 1994 and $970 in 1992) 31,626 29,600 Premises and Equipment 934 945 Due from Customers on Acceptances 1,074 888 Accrued Interest Receivable 221 222 Other Assets 2,292 2,153 ------- ------- Total Assets $48,008 $45,546 ======= ======= Liabilities and Shareholders' Equity Deposits Noninterest-Bearing (principally domestic offices) $ 8,792 $ 8,690 Interest-Bearing Domestic Offices 14,904 15,156 Foreign Offices 9,061 8,313 ------- ------- Total Deposits 32,757 32,159 Federal Funds Purchased and Securities Sold Under Repurchase Agreements 2,726 2,711 Other Borrowed Funds 4,382 2,781 Acceptances Outstanding 1,075 901 Accrued Taxes and Other Expenses 819 763 Accrued Interest Payable 130 111 Other Liabilities 550 458 Long-Term Debt 1,540 1,590 ------- ------- Total Liabilities 43,979 41,474 ------- ------- Shareholders' Equity Preferred Stock-no par value, authorized 5,000,000 shares, outstanding 184,000 shares in 1994 and 3,648,100 shares in 1993 111 267 Class A Preferred Stock - par value $2.00 per share, authorized 5,000,000 shares, outstanding 1,077,015 shares in 1994 and 1,085,415 shares in 1993 27 27 Common Stock-par value $7.50 per share, authorized 350,000,000 shares, issued 93,994,552 shares in 1994 and 93,700,481 shares in 1993 705 703 Additional Capital 1,544 1,544 Retained Earnings 1,647 1,536 ------- ------- 4,034 4,077 Less: Treasury Stock (92,400 shares in 1994 and 86,599 in 1993), at cost 5 5 ------- ------- Total Shareholders' Equity 4,029 4,072 ------- ------- Total Liabilities and Shareholders' Equity $48,008 $45,546 ======= =======
11. THE BANK OF NEW YORK COMPANY, INC. Average Balances and Rates on a Taxable Equivalent Basis Preliminary (Dollars in millions)
For the three For the three months ended months ended March 31, 1994 March 31, 1993 ------------------------- -------------------------- Average Average Average Average Balance Interest Rate Balance Interest Rate ------- -------- ------- ------- -------- ------- ASSETS - ------ Interest-Bearing Deposits in Banks (primarily foreign) $ 563 $ 8 5.39% $ 576 $ 8 5.49% Federal Funds Sold and Securities Purchased Under Resale Agreements 2,444 19 3.23 3,520 27 3.09 Loans Domestic Offices 21,309 398 7.58 19,845 379 7.75 Foreign Offices 10,005 116 4.69 10,575 129 4.96 ------ ------ ------ ------ Total Loans 31,314 514 6.66 30,420 508 6.78 ------ ------ ------ ------ Securities U.S. Government Obligations 3,688 48 5.30 2,322 33 5.84 U.S. Government Agency Obligations 366 6 6.41 1,118 18 6.47 Obligations of States and Political Subdivisions 1,024 24 9.55 1,133 30 10.48 Other Securities,including Trading Securities 1,822 20 4.35 1,167 15 5.13 ------ ------ ------ ------ Total Securities 6,900 98 5.74 5,740 96 6.74 ------ ------ ------ ------ Total Interest-Earning Assets 41,221 639 6.29% 40,256 639 6.44% ------ ------ Allowance for Loan Losses (971) (1,073) Cash and Due from Banks 3,000 2,705 Other Assets 5,116 4,645 ------ ------ TOTAL ASSETS $48,366 $46,533 ====== ====== LIABILITIES AND SHAREHOLDERS' EQUITY - ------------------------------------ Interest-Bearing Deposits Money Market Rate Accounts$ 3,626 22 2.47% $ 3,699 24 2.59% Savings 8,383 45 2.19 8,276 51 2.51 Certificates of Deposit $100,000 & Over 885 7 3.06 1,413 11 3.18 Other Time Deposits 2,268 24 4.37 2,952 32 4.46 Foreign Offices 8,739 68 3.17 8,022 69 3.46 ------ ------ ------ ------ Total Interest-Bearing Deposits 23,901 166 2.83 24,362 187 3.11 Federal Funds Purchased and Securities Sold Under Repurchase Agreements 3,713 27 2.90 2,956 22 3.00 Other Borrowed Funds 2,610 23 3.63 2,576 22 3.45 Long-Term Debt 1,557 27 6.86 1,695 28 6.73 ------ ------ ------ ------ Total Interest-Bearing Liabilities 31,781 243 3.11% 31,589 259 3.33% ------ ------ Noninterest-Bearing Deposits 9,440 8,864 Other Liabilities 3,106 2,277 Preferred Stock 243 400 Common Shareholders' Equity 3,796 3,403 ------ ------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $48,366 $46,533 ======= ======= Net Interest Earnings and Interest Rate Spread $396 3.18% $380 3.11% ====== ====== Net Yield on Interest-Earning Assets 3.89% 3.82% ====== ======
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