8-KShareholder MattersExhibits & Filings

Bank of New York Mellon Corp 8-K Report, Rights Modification (Jul 5, 2007)

Filed July 5, 2007For Securities:BKBK-PKBNYBNY-PK

Summary

This 8-K filing by The Bank of New York Mellon Corporation (BK) on July 5, 2007, details a material modification to the rights of security holders, specifically concerning preferred stock designations following a significant merger. The report outlines the filing of a Certificate of Designations for the Non-Cumulative Preferred Stock, Series A. This action was a consequence of the merger on July 1, 2007, where The Bank of New York Company, Inc. and Mellon merged into The Bank of New York Mellon Corporation as the surviving entity. The new Series A Preferred Stock is to be issued in connection with the settlement of stock purchase contracts, replacing previously designated Mellon Preferred Stock. This event is significant as it formally establishes the terms of a new class of preferred stock and introduces potential restrictions on the company's ability to pay dividends or repurchase its own stock, which investors should closely monitor.

Key Highlights

  • 1The Bank of New York Mellon Corporation (BK) filed a Certificate of Designations for its Series A Non-Cumulative Preferred Stock.
  • 2This action follows the merger of The Bank of New York Company, Inc. and Mellon into BK, effective July 1, 2007.
  • 3The Series A Preferred Stock replaces Mellon's Non-Cumulative Preferred Stock, Series L, in connection with settlement of stock purchase contracts.
  • 4The Series A Preferred Stock has a liquidation preference of $100,000 per share.
  • 5Issuance of the Series A Preferred Stock will impose restrictions on BK's ability to declare or pay dividends on, or purchase/redeem its common or preferred stock.
  • 6These restrictions are detailed within the Certificate of Designations for the Series A Preferred Stock.
  • 7The filing also notes the existence of Remarketable 6.044% Junior Subordinated Notes due 2043 and preferred capital securities issued by Mellon Capital IV prior to the merger.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report a material modification to the rights of security holders, specifically the establishment and designation of the Series A Non-Cumulative Preferred Stock following the merger of The Bank of New York and Mellon Financial Corporation into The Bank of New York Mellon Corporation.

The merger led to the creation of The Bank of New York Mellon Corporation as the surviving entity. Consequently, the company filed a Certificate of Designations for its Series A Preferred Stock. This new series will be issued in place of the Mellon Preferred Stock previously associated with stock purchase contracts, as the surviving corporation assumes all obligations.

Upon the issuance of the Series A Preferred Stock, The Bank of New York Mellon Corporation's ability to declare or pay dividends on, or purchase, redeem, or otherwise acquire, shares of its common stock or preferred stock will be subject to certain restrictions. These restrictions are detailed in the Certificate of Designations for the Series A Preferred Stock.

Prior to the merger, Mellon Capital IV, a subsidiary of Mellon, issued 6.244% Fixed-to-Floating Rate Normal Preferred Capital Securities (Normal PCS). These securities were backed by Mellon's Junior Subordinated Notes and a Stock Purchase Contract obligating the purchase of Mellon's Non-Cumulative Preferred Stock, Series L. The Series A Preferred Stock issued by BK now relates to the settlement of these contracts.