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.