8-K/AExhibits & Filings

Bank of New York Mellon Corp 8-K/A Report, Exhibit Filing (Aug 8, 2007)

Filed August 8, 2007For Securities:BKBK-PKBNYBNY-PK

Summary

This filing is an Amendment No. 1 to a previously filed Form 8-K by The Bank of New York Mellon Corporation (BK), dated July 2, 2007. The original report announced the merger between The Bank of New York Company, Inc. and Mellon Financial Corporation, which became effective on July 1, 2007. This amendment's primary purpose is to provide supplementary financial information related to the merger, specifically including the unaudited consolidated financial statements of Mellon Financial Corporation as of and for the six months ended June 30, 2007, and 2006, as well as unaudited pro forma combined consolidated financial statements. These financial statements offer investors a clearer picture of the combined entity's financial position and performance post-merger. The filing also reiterates a comprehensive cautionary statement regarding forward-looking statements, highlighting that actual results could differ materially due to various factors. Investors should pay close attention to the detailed risk factors and cautionary statements incorporated by reference from previous filings, which outline potential challenges and uncertainties the newly formed company may face.

Key Highlights

  • 1Amendment to a prior 8-K filing, providing additional financial information post-merger.
  • 2The amendment includes unaudited consolidated financial statements of Mellon Financial Corporation for the six months ended June 30, 2007 and 2006.
  • 3Presents unaudited pro forma combined consolidated financial statements as of June 30, 2007, and for the six-month period ended June 30, 2007, and the full year ended December 31, 2006.
  • 4Reinforces cautionary statements regarding forward-looking information and potential material differences in actual results.
  • 5Incorporates by reference extensive risk factors and forward-looking statement disclosures from prior SEC filings (Form S-4, S-3, 10-K, 10-Q).
  • 6Provides details on the acquisition of the remaining 50% interest in the ABN AMRO Mellon joint venture.
  • 7Discusses potential losses related to Three Rivers Funding Corporation and expected cash contributions to pension plans.

Frequently Asked Questions

This filing is an amendment to a previous 8-K report and its main purpose is to provide additional financial information related to the recent merger between The Bank of New York Company, Inc. and Mellon Financial Corporation. Specifically, it includes updated financial statements for Mellon Financial Corporation and pro forma combined financial statements for the merged entity.

The amendment includes the unaudited consolidated balance sheet of Mellon Financial Corporation as of June 30, 2007, and related unaudited consolidated income statements and cash flows for the six-month periods ended June 30, 2007, and 2006. It also provides unaudited pro forma combined consolidated financial statements for the merged entity as of June 30, 2007, and for the six-month period ended June 30, 2007, and the year ended December 31, 2006.

The filing incorporates by reference extensive information regarding forward-looking statements and risk factors from various previous SEC filings. These include registration statements on Form S-4 and S-3, as well as Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q for both The Bank of New York Company, Inc. and Mellon Financial Corporation prior to the merger.

While the primary focus is on providing additional financial statements, the filing does mention several forward-looking statements related to future operations. These include updates on the acquisition of the remaining interest in the ABN AMRO Mellon joint venture, potential losses from Three Rivers Funding Corporation, pension plan contributions, contingent consideration, tax reserves, and expected impacts of the merger on revenues, expenses, and transaction costs.