As filed with the Securities and Exchange Commission on February 23, 2007

Registration No. 333-[ • ]

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

THE BANK OF NEW YORK MELLON CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

 

One Wall Street

New York, NY 10286

(212) 495-1784

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

Carl Krasik

One Mellon Center

500 Grant Street

Pittsburgh, PA 15258-0001

(412) 234-5000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

 

Approximate date of commencement of the proposed sale of the securities to the public:  As soon as practicable after this Registration Statement becomes effective.

 

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (“Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

CALCULATION OF REGISTRATION FEE

 

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

PRELIMINARY DRAFT DATED FEBRUARY 23, 2007, SUBJECT TO COMPLETION

 

 

PROPOSED MERGER TRANSACTION — YOUR VOTE IS VERY IMPORTANT

 

The Bank of New York Company, Inc. and Mellon Financial Corporation are proposing a business combination transaction, referred to in this joint proxy statement/prospectus as the transaction, involving the mergers of each of Bank of New York and Mellon with and into a newly formed holding company, The Bank of New York Mellon Corporation, referred to in this joint proxy statement/prospectus as “Newco”. After the transaction is complete, we believe the combined company will be one of the world’s leading financial services growth companies, with global leadership positions in securities servicing and asset and wealth management.

 

Special meetings of shareholders of Bank of New York and Mellon will be held on [ • ], 2007 and [ • ], 2007, respectively, to vote on, among other things, a proposal to adopt the plan of merger. The boards of directors of both companies have adopted the plan of merger.

 

In the transaction, Mellon will merge with and into Newco and, immediately thereafter, Bank of New York will merge with and into Newco. When the transaction is completed, Bank of New York shareholders will receive 0.9434 shares of Newco common stock for each share of Bank of New York common stock then held, and Mellon shareholders will receive one share of Newco common stock for each share of Mellon common stock then held.

 

The exchange ratios are fixed and will not be adjusted to reflect stock price changes. Based on the closing prices of Bank of New York and Mellon common stock on December 1, 2006, the last trading day before public announcement of the transaction, the Bank of New York exchange ratio represented $37.78 in value for each share of Newco common stock and the Mellon exchange ratio represented $40.05 in value for each share of Newco common stock. Based on common stock closing prices on [ • ], 2007, the latest practicable date before the date of this document, the Bank of New York exchange ratio represented $[ • ] in value for each share of Newco common stock and the Mellon exchange ratio represented $[ • ] in value for each share of Newco common stock.

 

You should obtain current market quotations for both Bank of New York and Mellon common stock. Bank of New York and Mellon are both listed on the New York Stock Exchange, under the symbols “BK” and “MEL”, respectively.

 

Upon completion of the transaction, Bank of New York and Mellon expect that former Bank of New York shareholders will own approximately 63.2 percent of Newco’s outstanding common stock and former Mellon shareholders will own approximately 36.8 percent of Newco’s outstanding common stock, based on the number of shares of Bank of New York and Mellon common stock issued and outstanding as of December 31, 2006.

 

The transaction is intended to be generally tax-free to both Bank of New York shareholders and Mellon shareholders, other than with respect to taxes on cash received by Bank of New York shareholders instead of fractional shares of Newco common stock.

YOUR VOTE IS IMPORTANT

 

Your vote is important regardless of the number of shares you own, and if you are a Bank of New York shareholder, your failure to vote or an abstention will have the same effect as a vote against the transaction. Whether or not you plan to attend the meeting, please submit your enclosed proxy at your earliest convenience. Internet and telephone voting options are also available and may be found on your proxy. Your boards of directors unanimously recommend that you vote “FOR” adoption of the plan of merger.

 

This joint proxy statement/prospectus describes the special shareholders’ meetings, the transaction, the documents related to the transaction and other related matters. Please read this document carefully and in its entirety, including the section entitled “Risk Factors” on page 23.

 

We appreciate your cooperation and continued support.

 

 

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE NEWCO COMMON STOCK TO BE ISSUED IN THE TRANSACTION OR DETERMINED IF THIS JOINT PROXY STATEMENT/PROSPECTUS IS ACCURATE OR ADEQUATE. IT IS ILLEGAL TO TELL YOU OTHERWISE.

 

The securities to be issued in the transaction are not savings or deposit accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

 

The date of this joint proxy statement/prospectus is [ • ], 2007, and it is first being mailed or otherwise delivered to Bank of New York shareholders and Mellon shareholders on or about [ • ], 2007.

 

ADDITIONAL INFORMATION

 

This joint proxy statement/prospectus incorporates important business and financial information about Bank of New York and Mellon from documents that are not included in or delivered with this document. This information is available to you without charge upon your written or oral request. You can obtain documents incorporated by reference into this document through the Securities and Exchange Commission, or SEC, website at www.sec.gov or by requesting them in writing or by telephone from the appropriate company:

 

 

In addition, if you have questions about the transaction or the Bank of New York or Mellon special meeting, need additional copies of this document or to obtain proxy cards or other information related to the proxy solicitation, you may contact the appropriate contact listed below. You will not be charged for any of the documents that you request.

 

 

For additional information about documents incorporated by reference into this joint proxy statement/prospectus, see the section entitled “Where You Can Find More Information” on page 128.

 

THE BANK OF NEW YORK COMPANY, INC.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON [ • ], 2007

 

 

To the Shareholders of

The Bank of New York Company, Inc.:

 

We will hold a special meeting of shareholders at [ • ], local time, on [ • ], 2007 at The Bank of New York, 101 Barclay Street, New York, New York, 10007-2119 to consider and vote upon the following matters:

 

 

The close of business on [ • ], 2007 has been fixed as the record date for determining those Bank of New York shareholders entitled to notice of, and to vote at, the special meeting and any adjournments or postponements of the special meeting. Only Bank of New York shareholders of record at the close of business on that date are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements of the special meeting. In order to adopt the plan of merger, the holders of two thirds of the outstanding shares of Bank of New York common stock entitled to vote must vote in favor of approval of the proposal. As such, a failure to vote will have the same effect as a vote against adoption of the plan of merger. Abstentions and broker non-votes will also have the same effect as votes against adoption of the plan of merger. If you wish to attend the special meeting and your shares are held in the name of a broker, trust, bank or other nominee, you must bring with you a proxy or letter from the broker, trustee, bank or nominee to confirm your beneficial ownership of the shares.

 

By Order of the Board of Directors,

 

Bart R. Schwartz

Corporate Secretary

 

[ • ], 2007

 

 

 

 

MELLON FINANCIAL CORPORATION
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON [ • ], 2007

 

To the Shareholders of

Mellon Financial Corporation:

 

We will hold a special meeting of shareholders at [ • ], local time, on [ • ], 2007 at The Omni William Penn Hotel, 530 William Penn Place, Pittsburgh, Pennsylvania, 15219 to consider and vote upon the following matters:

 

 

The close of business on [ • ], 2007 has been fixed as the record date for determining those Mellon shareholders entitled to notice of, and to vote at, the special meeting and any adjournments or postponements of the special meeting. Only Mellon shareholders of record at the close of business on that date are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements of the special meeting. In order for the plan of merger to be adopted by Mellon shareholders, a majority of the votes cast by Mellon shareholders entitled to vote must be voted in favor of approval of the proposal. If you wish to attend the special meeting and your shares are held in the name of a broker, trust, bank or other nominee, you must bring with you a proxy or letter from the broker, trustee, bank or nominee to confirm your beneficial ownership of the shares.

 

By Order of the Board of Directors,

 

Carl Krasik

Secretary

 

[ • ], 2007

 

 

TABLE OF CONTENTS

 

 

ANNEXES

 

 

SUMMARY

	•	94 shares of Newco common stock, and
	•	an amount in cash equal to 0.34 (the remaining fractional interest in a Newco common share) multiplied by the closing price of Mellon common stock on the trading day immediately preceding the date on which the transaction is completed.

		Bank of
		New York								Mellon
		Common Stock				Per Equivalent				Common Stock				Per Equivalent
		Closing Price				Newco Share				Closing Price				Newco Share
December 1, 2006 (the trading day prior to announcement of the transaction)		$	35.48			$	37.78			$	40.05			$	40.05
[ • ], 2007		$	[ • ]			$	[ • ]			$	[ • ]			$	[ • ]

	•	establishment of an advisory board for the Pittsburgh area to advise Newco with respect to its Western Pennsylvania community development and reinvestment, civic and charitable activities in the greater Pittsburgh area and to focus on jobs, monitor the integration status of Newco and foster revenue growth with corporate and wealth management clients throughout Western Pennsylvania;
	•	designation of one or more senior executives to head the Pittsburgh office, advise Newco’s Chief Executive Officer on Pennsylvania state and civic issues and represent Newco with major Pennsylvania business and civic organizations;
	•	establishment of a new $80 million Mellon Charitable Foundation to make grants in Western Pennsylvania;
	•	in addition to the activities of the Mellon Charitable Foundation, Newco will maintain a strong commitment to charitable giving in the greater Pittsburgh metropolitan area of not less than $1.2 million annually; and
	•	subject to business needs, market conditions and other relevant factors, creation of jobs in the Western Pennsylvania area for a specified period after the completion of the transaction so that current Mellon employment levels in Pittsburgh are maintained or increased.

	•	adoption of the plan of merger contained in the merger agreement by the shareholders of both companies;
	•	receipt of required regulatory approvals, which must not be subject to any condition that would have a material adverse effect on Newco;
	•	the absence of any governmental action or other legal restraint or prohibition that would prohibit either merger;
	•	the listing of the shares of Newco common stock to be issued in the transaction on the New York Stock Exchange;
	•	the effectiveness of the registration statement of which this joint proxy statement/prospectus forms a part;
	•	the receipt by each party of an opinion of their respective counsel that the merger of such party into Newco will constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code;
	•	the accuracy of the other party’s representations and warranties, subject to the material adverse effect standard in the merger agreement; and
	•	the other party having performed and complied with its covenants in the merger agreement in all material respects.

	•	if the transaction has not been completed by December 31, 2007;
	•	if the other party fails to recommend adoption of the plan of merger to its shareholders or withdraws, modifies or qualifies its recommendation in an adverse manner, materially breaches its non-solicitation covenant or its obligation to use reasonable best efforts to obtain its shareholders’ approval, negotiates with a third party regarding an acquisition proposal or recommends a third-party acquisition proposal;
	•	if a party’s shareholders fail to adopt the plan of merger, and that party substantially engages in a bad faith breach of its obligation to restructure the transaction and/or to re-submit it to its shareholders for approval;
	•	if the other party recommends that its shareholders tender their shares or otherwise fails to recommend that its shareholders reject a third-party tender offer or exchange offer for 20 percent or more of the outstanding shares of the other party’s common stock;
	•	if any of the required regulatory approvals are denied or any governmental order has been issued permanently restraining, enjoining or otherwise prohibiting the transaction, and the denial or order is final and nonappealable; or
	•	if there is an uncured breach of the other party’s representations, warranties or covenants that would result in the failure of the terminating party’s closing conditions.

	•	to adopt the plan of merger contained in the merger agreement; and

	•	to approve the adjournment or postponement of the Bank of New York special meeting, if necessary or appropriate, including to solicit additional proxies.

	•	to adopt the plan of merger contained in the merger agreement; and
	•	to approve the adjournment or postponement of the Mellon special meeting, if necessary or appropriate, including to solicit additional proxies.

 

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF BANK OF NEW YORK

		2006(a)				2005				2004				2003(c)				2002
(Dollars in millions, except per share amounts and
unless otherwise noted)
Net Interest Income		$	1,499			$	1,340			$	1,157			$	1,143			$	1,159
Noninterest Income			5,322				4,698				4,377				3,723				2,875
Revenue			6,821				6,038				5,534				4,866				4,034
Provision for Credit Losses			(20	)			(7	)			(4	)			132				634
Noninterest Expense			4,671				4,067				3,698				3,304				2,367
Income from Continuing Operations Before Income Taxes			2,170				1,978				1,840				1,430				1,033
Income Taxes			694				635				587				458				320
Income from Continuing Operations			1,476				1,343				1,253				972				713
Income from Discontinued Operations, Net of Taxes			1,535				228				187				185				189
Net Income		$	3,011			$	1,571			$	1,440			$	1,157			$	902
Basic EPS:
Income from Continuing Operations		$	1.95			$	1.75			$	1.63			$	1.29			$	0.99
Net Income			3.98				2.05				1.87				1.54				1.25
Diluted EPS:
Income from Continuing Operations			1.93				1.74				1.61				1.28				0.98
Net Income(b)			3.93				2.03				1.85				1.52				1.24
Cash Dividends Per Share			0.86				0.82				0.79				0.76				0.76
Dividends Paid On Common Stock			656				644				608				563				549
At December 31
Securities		$	21,106			$	27,218			$	23,770			$	22,780			$	18,233
Loans			37,793				32,927				28,375				28,414				24,743
Total Assets			103,370				102,118				94,529				92,397				77,740
Deposits			62,146				49,787				43,052				40,753				40,828
Long-Term Debt			8,773				7,817				6,121				6,121				5,440
Common Shareholders’ Equity			11,593				9,876				9,290				8,428				6,684
Market Capitalization (in billions)			29.8				24.6				26.0				25.7				17.4
Common Shares Outstanding (in thousands)			755,861				771,129				778,121				775,192				725,971
Ratios
Performance Ratios
Return on Average Common Shareholders’ Equity			29.14	%			16.59	%			16.37	%			15.12	%			13.96	%
Return on Average Tangible Common Shareholders’ Equity			59.25				31.13				31.46				31.90				23.20
Return on Average Assets			2.82				1.55				1.45				1.27				1.13
Return on Average Tangible Assets			3.01				1.65				1.54				1.34				1.17
Net Interest Margin (Continuing Operations)			2.01				2.02				1.79				1.97				2.34
Pre-tax Operating Margin (Continuing Operations)			32				33				33				29				26
Common Equity to Assets Ratio			11.21				9.67				9.83				9.12				8.60
Capital Ratios
Tier 1 Capital Ratio			8.19	%			8.38	%			8.31	%			7.44	%			7.58	%
Total Capital Ratio			12.49				12.48				12.21				11.49				11.96
Leverage Ratio			6.67				6.60				6.41				5.82				6.48
Tangible Common Equity to Assets Ratio			5.13				5.57				5.56				4.91				5.47

		2006(a)				2005				2004				2003(c)				2002
(Dollars in millions, except per share amounts and
unless otherwise noted)
Other Data
Total Assets Under Custody (in trillions) — Estimated		$	13.0			$	10.9			$	9.7			$	8.3			$	6.8
Total Assets Under Management (in billions) — Estimated		$	190			$	155			$	137			$	112			$	80
S&P 500 Index — year end			1418				1248				1212				1112				880
S&P 500 Index — daily average			1311				1207				1131				965				994
Closing Common Stock Price Per Share at year-end		$	39.37			$	31.85			$	33.42			$	33.12			$	23.96
Average Common Shares and Equivalents Outstanding —
Diluted (in thousands)			765,708				772,851				778,470				758,819				728,075

(a)		Bank of New York’s retail business, sold to JPMorgan Chase & Co. on October 1, 2006, has been accounted for as a discontinued operation.
(b)		Excluding the $2,159 million of pre-tax gain on the sale of the retail business and $151 million of pre-tax merger and integration costs, diluted earnings per share would have been $2.26 in 2006.
(c)		The 2003 results for Bank of New York reflect $96 million of pre-tax merger and integration costs associated with the Pershing acquisition as well as a $78 million pre-tax expense related to the settlement of a claim by General Motors Acceptance Corporation related to the 1999 sale of BNY Financial Corporation.

 

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF MELLON

		2006				2005				2004				2003				2002
(Dollars in millions, except per share amounts
and unless otherwise noted)
Net Interest Income		$	463			$	466			$	453			$	547			$	589
Noninterest Income			4,852				4,215				3,662				3,269				3,229
Revenue			5,315				4,681				4,115				3,816				3,818
Provision for Credit Losses			2				17				(14	)			5				170
Noninterest Expense			4,067				3,362				3,000				2,723				2,607
Income from Continuing Operations Before Income Taxes and Cumulative Effect of Change in Accounting Principle			1,246				1,302				1,129				1,088				1,041
Income Taxes			314				418				348				343				339
Income from Continuing Operations Before Cumulative Effect of Change in Accounting Principle			932				884				781				745				702
Cumulative Effect of Change in Accounting Principle, Net of Income Taxes			—				—				—				(7	)			—
Income from Continuing Operations			932				884				781				738				702
Income (Loss) from Discontinued Operations, Net of Taxes			(34	)			(102	)			15				(37	)			(20	)
Net Income		$	898			$	782			$	796			$	701			$	682
Basic EPS:
Income from Continuing Operations		$	2.28			$	2.13			$	1.86			$	1.73	(a)		$	1.61
Net Income			2.20				1.88				1.90				1.64	(a)			1.56
Diluted EPS:
Income from Continuing Operations			2.25				2.11				1.84				1.71	(a)			1.60
Net Income			2.17				1.87				1.88				1.63	(a)			1.55
Cash Dividends Per Share			0.86				0.78				0.70				0.57				0.49
Dividends Paid On Common Stock			355				327				297				243				213
At December 31
Securities(b)		$	18,667			$	17,362			$	13,540			$	10,934			$	11,536
Loans			5,989				6,573				6,754				7,467				8,438
Total Assets			41,478				38,678				37,115				33,983				36,231
Deposits			27,331				26,074				23,591				20,843				22,657
Long-Term Debt(b)			5,053				4,705				5,624				5,266				5,541
Common Shareholders’ Equity			4,676				4,202				4,102				3,702				3,395
Market Capitalization (in billions)			17.5				14.2				13.2				13.7				11.2
Common Shares Outstanding (in thousands)			415,237				415,479				423,354				427,032				430,782
Ratios
Performance Ratios
Return on Average Common Shareholders’ Equity(c)			21.51	%			21.44	%			20.37	%			21.15	%			20.94	%
Return on Average Tangible Common
Shareholders’ Equity(c)			50.82				48.34				44.75				46.24				44.96
Return on Average Assets(c)			2.42				2.47				2.43				2.35				2.29
Return on Average Tangible Assets(c)			2.57				2.57				2.48				2.34				2.23
Net Interest Margin(c)(d)			1.70				1.91				2.13				2.61				2.83
Pre-tax Operating Margin(c)(d)			24				29				28				30				28
Common Equity to Assets Ratio			11.27				10.86				11.05				10.89				9.37
Capital Ratios
Tier 1 Capital Ratio			12.14	%			10.90	%			10.54	%			8.55	%			7.87	%
Total Capital Ratio			18.54				16.87				16.47				13.46				12.48
Leverage Ratio			9.06				8.33				7.87				7.92				6.55
Tangible Common Equity to Assets Ratio			4.74				5.19				4.72				4.44				3.57

		2006				2005				2004				2003				2002
(Dollars in millions, except per share amounts
and unless otherwise noted)
Other Data
Total Assets Under Custody (in trillions)		$	4.5			$	3.9			$	3.2			$	2.7			$	2.2
Total Assets Under Management (in billions)		$	995			$	781			$	707			$	657			$	581
S&P 500 Index — year-end			1418				1248				1212				1112				880
S&P 500 Index — daily average			1311				1207				1131				965				994
Closing Common Stock Price Per Share at year-end		$	42.15			$	34.25			$	31.11			$	32.11			$	26.11
Average Common Shares and Equivalents Outstanding — Diluted (in thousands)			413,950				418,832				424,287				430,718				439,189

(a)		Includes $(0.02) in basic earnings per share and $(0.01) in diluted earnings per common share from the cumulative effect of a change in accounting principle related to the adoption of SFAS No. 143, “Accounting for Asset Retirement Obligations.”
(b)		Historical data have been reclassified from the presentation in the Annual Report on Form 10-K to the presentation to be used by Newco as explained in the “Pro Forma Financial Information” section.
(c)		Continuing Operations. Continuing returns for 2003 are before the cumulative effect of a change in accounting principle.
(d)		On a fully taxable equivalent basis.

 

SELECTED UNAUDITED COMBINED CONSOLIDATED PRO FORMA FINANCIAL DATA

		As of
(In millions)		December 31, 2006
Selected Balance Sheet Data:
Total assets		$	159,034
Securities available for sale			37,939
Securities held to maturity			1,824
Loans			43,575
Deposits			89,470
Long-term debt			13,921
Shareholders’ equity			28,417

		For the year ended
(In millions, except per share data)		December 31, 2006
Selected Income Statement Data:
Interest income		$	5,212
Interest expense			3,207
Net interest income			2,005
Provision for credit losses			(18	)
Net interest income after provision for credit losses			2,023
Noninterest income			10,141
Noninterest expense			8,877
Income from continuing operations before income taxes			3,287
Provision for income taxes			959
Income from continuing operations		$	2,328
Weighted average common shares (in thousands):
Basic			1,122,022
Diluted			1,136,319
Earnings per share from continuing operations:
Basic		$	2.07
Diluted		$	2.05

		For the year ended
		December 31, 2006
Selected Financial Ratios
Return on average assets(a)(b)			1.56%
Return on average shareholders’ equity(a)(c)			8.68%
Shareholders’ equity to total assets			17.9%
Pre-tax operating margin (continuing operations)(d)			27%

(a)		Return on average assets and return on average shareholders’ equity were calculated assuming the merger was consummated on January 1, 2006.
(b)		Calculated by dividing pro forma net income on a continuing basis by pro forma average assets for the period.
(c)		Calculated by dividing pro forma net income on a continuing basis by pro forma average shareholders’ equity for the period.
(d)		Calculated by dividing pro forma pre-tax income on a continuing basis by the sum of net interest income after provision for credit losses and noninterest income.

 

COMPARATIVE PER SHARE DATA

		Year ended
		December 31,
		2006
Bank of New York
Basic earnings per common share
Income from continuing operations
Historical		$	1.95
Pro forma		$	1.96	(a)
Diluted earnings per common share
Income from continuing operations
Historical		$	1.93
Pro forma		$	1.93	(a)
Dividends declared on common stock
Historical		$	0.86
Pro forma		$	0.89	(b)
Book value per common share
Historical		$	15.34
Pro forma		$	23.76	(c)

		Year ended
		December 31,
		2006
Mellon
Basic earnings per common share
Income from continuing operations
Historical		$	2.28
Equivalent pro forma		$	2.07	(d)
Diluted earnings per common share
Income from continuing operations
Historical		$	2.25
Equivalent pro forma		$	2.05	(d)
Dividends declared on common stock
Historical		$	0.86
Equivalent pro forma		$	0.94	(b)
Book value per common share
Historical		$	11.26
Equivalent pro forma		$	25.19	(e)

(a)		Represents pro forma earnings per share (shown on the Unaudited Pro Forma Combined Consolidated Income Statement) multiplied by the exchange ratio of 0.9434 share of Newco common stock for each common share of Bank of New York.
(b)		As there is no historical dividend rate for Newco, the amount shown is the annualized amount of initial quarterly cash dividend that Bank of New York and Mellon currently expect Newco will pay, multiplied by their respective exchange ratios.
(c)		Calculated by dividing the pro forma shareholders’ equity (shown on the Unaudited Pro Forma Combined Consolidated Balance Sheet) by the number of shares of Newco to be issued and outstanding to Bank of New York and Mellon shareholders (shown in Note 4 to Unaudited Pro Forma Combined Consolidated Financial Information), and multiplying the result by the exchange ratio of 0.9434 share of Newco common stock for each common share of Bank of New York.
(d)		Represents pro forma earnings per share (shown on the Unaudited Pro Forma Combined Consolidated Income Statement). The exchange ratio is one share of Newco common stock for each common share of Mellon.
(e)		Calculated by dividing the pro forma shareholders equity (shown on the Unaudited Pro Forma Combined Consolidated Balance Sheet) by the number of shares of Newco to be issued and outstanding to Bank of New York and Mellon shareholders (as shown in Note 4 to Unaudited Pro Forma Combined Consolidated Financial Information). The exchange ratio is one share of Newco common stock for each common share of Mellon.

 

QUESTIONS AND ANSWERS ABOUT THE TRANSACTION

Q:		ON WHAT AM I BEING ASKED TO VOTE?
A:		Bank of New York, Mellon and Newco have entered into the merger agreement, pursuant to which each of Bank of New York and Mellon will merge with and into Newco. You are being asked to vote to adopt the plan of merger contained in the merger agreement. It is currently anticipated that Mellon will be merged into Newco first, followed immediately by Bank of New York, although the parties may agree to change the order of the mergers in the future. After each merger is completed, Newco will be the surviving entity, and will conduct its business as “The Bank of New York Mellon Corporation”. The completion of the mergers will not affect the separate existence of Bank of New York’s or Mellon’s subsidiaries.
		In addition, you are being asked to vote to approve a proposal to adjourn or postpone the special meeting of Bank of New York or Mellon, as the case may be, if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the relevant special meeting to adopt the plan of merger.
Q:		IF THE TRANSACTION IS COMPLETED, WHAT WILL I RECEIVE IN EXCHANGE FOR MY SHARES?
A:		If you are a Bank of New York shareholder, you will receive 0.9434 shares of Newco common stock for each share of Bank of New York common stock that you own. You will also receive a cash payment for fractional Newco shares equal to the fractional share of Newco multiplied by the closing price of Mellon common stock on the trading day immediately preceding the date on which the transaction is completed.
		If you are a Mellon shareholder, you will receive one share of Newco common stock for each share of Mellon common stock that you own.
Q:		WILL I BE TAXED ON THE CONSIDERATION THAT I RECEIVE IN EXCHANGE FOR MY SHARES?
A:		The transaction is intended to be generally tax-free to Bank of New York and Mellon shareholders for U.S. federal income tax purposes, except with respect to any cash received by Bank of New York shareholders instead of fractional shares of Newco common stock. Holders of Bank of New York or Mellon common shares are urged to consult with their tax advisors regarding the tax consequences of the transaction to them, including the effects of United States federal, state and local, foreign and other tax laws.
Q:		HOW DOES MY BOARD OF DIRECTORS RECOMMEND I VOTE ON THE TRANSACTION?
A:		Your board of directors unanimously recommends that you vote “FOR” adoption of the plan of merger.
Q:		WHY IS MY VOTE IMPORTANT?
A:		The affirmative vote of (1) the holders of at least two thirds of the outstanding shares of Bank of New York common stock and (2) a majority of the votes cast by Mellon shareholders entitled to vote on adoption of the plan of merger is required to adopt the plan of merger. We urge you to vote. If a Bank of New York shareholder fails to vote or abstains, this will have the same effect as a vote against adoption of the plan of merger.
Q:		WHAT DO I NEED TO DO NOW?
A:		After you have carefully read this joint proxy statement/prospectus in its entirety, indicate on your proxy card how you want your shares to be voted with respect to the adoption of the plan of merger. Then complete, sign, date and mail your proxy card in the enclosed postage-paid return envelope as soon as possible. Alternatively, you may vote by telephone or through the internet. This will enable your shares to be represented and voted at the Bank of New York special meeting or the Mellon special meeting, as the case may be.

Q:		IF MY SHARES ARE HELD IN “STREET NAME” BY MY BROKER, WILL MY BROKER AUTOMATICALLY VOTE MY SHARES FOR ME?
A:		No. Without instructions from you, your broker will not be able to vote your shares. You must instruct your broker to vote your shares, following the directions your broker provides. Most brokers also offer telephone and internet voting options. Please refer to your voting form for specific instructions. To make certain that all of your shares are voted, please return each voting form you receive from your broker.
Q:		WHAT IF I FAIL TO INSTRUCT MY BROKER?
A:		If you are a Bank of New York shareholder and fail to instruct your broker to vote shares held in “street name”, the resulting broker non-vote will have the same effect as a vote against adoption of the plan of merger. If you are a Mellon shareholder, a broker non-vote will have no effect on the vote to adopt the plan of merger.
Q:		CAN I CHANGE MY VOTE?
A:		Yes. If you have not voted through your broker, you may change your vote at any time before your proxy is voted at the special meeting. There are three ways you can change your vote after you have submitted your proxy (whether by mail, phone or through the internet):
		• First, you can send a written notice to the Corporate Secretary of Bank of New York or the Secretary of Mellon, as the case may be, at the addresses listed below, stating that you would like to revoke the proxy that you submitted in connection with the adoption of the plan of merger.

If you are a Bank of New York shareholder:		If you are a Mellon shareholder:
The Bank of New York Company, Inc. One Wall Street New York, NY 10286 Attention: Bart R. Schwartz Corporate Secretary		Mellon Financial Corporation One Mellon Center 500 Grant Street Pittsburgh, PA 15258-0001 Attention: Carl Krasik Secretary

		• Second, you can complete and submit a new proxy card or vote again by telephone or through the internet. Your latest vote actually received by Bank of New York or Mellon, as the case may be, before the special meeting will be counted, and any earlier votes will be revoked.
		• Third, you can attend the Bank of New York or Mellon special meeting, as the case may be, and vote in person. Any earlier proxy will thereby be revoked. However, simply attending the meeting without voting will not revoke an earlier proxy.
		If you have instructed a broker to vote your shares, you must follow the directions you receive from your broker in order to change or revoke your vote.
Q:		SHOULD I SEND IN MY STOCK CERTIFICATES NOW?
A:		No. Please do NOT send in your stock certificates at this time. You will be provided at a later date with instructions regarding the surrender of your stock certificates or, if you hold uncertificated shares, instructions regarding how we will transfer your shares. You should then, in accordance with those instructions, send your Bank of New York or Mellon common stock certificates to the exchange agent.
Q:		WHEN DO YOU EXPECT TO COMPLETE THE TRANSACTION?
A:		We currently expect to complete the transaction in the third quarter of 2007. However, we cannot assure you when or if the transaction will be completed. Among other things, we must first obtain the approvals of our shareholders at the special meetings and the necessary regulatory approvals.

Q:		WHOM SHOULD I CALL WITH QUESTIONS?
A:		If you are a Bank of New York shareholder and you have questions about the transaction or the Bank of New York special meeting or you need additional copies of this document, or if you have questions about the process for voting or if you need a replacement proxy card, you should contact:

		If you are a Mellon shareholder and you have questions about the transaction or the Mellon special meeting or you need additional copies of this document, or if you have questions about the process for voting or if you need a replacement proxy card, you should contact:

 

This joint proxy statement/prospectus, including documents incorporated by reference into this document, contains forward-looking statements with respect to the financial condition, results of operations and business of Bank of New York and Mellon and, assuming the completion of the transaction, Newco. Those statements include, but are not limited to, statements relating to:

 

 

Forward-looking statements also include statements preceded by, followed by or that include the words “believes”, “expects”, “anticipates”, “intends”, “estimates”, “should” or similar expressions.

 

These forward-looking statements involve some risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by these forward-looking statements include, among other things, the following risks:

 

 

 

Because these forward-looking statements are subject to assumptions and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements, and the factors that will determine these results are beyond Bank of New York’s or Mellon’s ability to control or predict.

 

We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this joint proxy statement/prospectus, in the case of forward-looking statements contained in this joint proxy statement/prospectus, or the dates of the documents incorporated by reference into this joint proxy statement/prospectus, in the case of forward-looking statements made in those incorporated documents.

 

Except to the extent required by applicable law or regulation, Bank of New York, Mellon and Newco undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this joint proxy statement/prospectus or to reflect the occurrence of unanticipated events.

 

For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the reports that Bank of New York and Mellon have filed with the SEC, described under the section entitled “Where You Can Find More Information” on page 128, including the Annual Report on Form 10-K for the year ended December 31, 2006 of each of Bank of New York and Mellon.

 

All subsequent written or oral forward-looking statements concerning the transaction or other matters addressed in this joint proxy statement/prospectus and attributable to Bank of New York, Mellon or Newco or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

 

Neither Bank of New York’s nor Mellon’s independent registered public accounting firms have compiled, examined or otherwise applied procedures to the prospective financial information presented in this joint proxy statement/prospectus and, accordingly, do not express any opinion or any other form of assurance on that information or its achievability.

 

In addition to the other information contained in or incorporated by reference into this joint proxy statement/prospectus, you should carefully consider the following risk factors in deciding how to vote on the transaction.

 

You cannot be sure of the market value of the Newco common stock to be issued upon completion of the transaction.

 

Upon completion of the transaction, each share of Bank of New York common stock will be converted into 0.9434 shares of Newco common stock and each share of Mellon common stock will be converted into one share of Newco common stock. The Bank of New York exchange ratio and Mellon exchange ratio will not be adjusted prior to completion of the transaction for changes in the market price of either Bank of New York common stock or Mellon common stock or for share repurchases or issuances of common stock by Bank of New York or Mellon, as permitted in limited circumstances by the merger agreement. Such market price fluctuations or changes in the number of outstanding shares of Bank of New York or Mellon common stock may affect the value that Bank of New York and Mellon shareholders will receive upon completion of the transaction. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in our businesses, operations and prospects and regulatory considerations, many of which factors are beyond our control. Neither of us is permitted to terminate the merger agreement or resolicit the vote of our stockholders solely because of changes in the market price of either of our common stocks.

 

The prices of Bank of New York common stock and Mellon common stock at the completion of the transaction may vary from their respective prices on the date the merger agreement was executed, on the date of this document and on the date of the special meetings. As a result, the value represented by the Bank of New York exchange ratio and Mellon exchange ratio will also vary. For example, based on the range of closing prices of Mellon common stock during the period from December 1, 2006, the last trading day before public announcement of the transaction, through [ • ], 2007, the Bank of New York exchange ratio represented a value ranging from a high of $[ • ] to a low of $[ • ] for each share of Bank of New York common stock, and the Mellon exchange ratio represented a value ranging from a high of $[ • ] to a low of $[ • ] for each share of Mellon common stock. Because the date that the transaction is completed will be later than the date of the special meetings, at the time of your special meeting, you will not know the exact market value of the Newco common stock that you will receive upon completion of the transaction.

 

We may fail to realize the cost savings we estimate for the transaction.

 

The success of the transaction will depend, in part, on our ability to realize the anticipated cost savings from combining the businesses of Bank of New York and Mellon. To realize the anticipated benefits from the transaction, we must successfully combine the businesses of Bank of New York and Mellon in a manner that permits those cost savings to be realized. If we are not able to achieve these objectives successfully, the anticipated benefits of the transaction may not be realized fully or at all or may take longer to realize than expected. Such a failure could result in dilution to Newco’s earnings per share.

 

In addition, Bank of New York and Mellon have operated and, until the completion of the transaction, will continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies, any of which could adversely affect our ability to maintain relationships with clients and employees or our ability to achieve the anticipated benefits of the transaction or could reduce our earnings.

 

The market price of the Newco shares after the transaction may be affected by factors different from those affecting the shares of Bank of New York and Mellon currently.

 

The businesses of Bank of New York and Mellon differ and, accordingly, the results of operations of Newco and the market price of Newco’s shares of common stock may be affected by factors different from those currently affecting the independent results of operations of each of Bank of New York and Mellon. For a discussion of the businesses of Bank of New York and Mellon and of factors to consider in connection with

those businesses, see the documents incorporated by reference into this document and referred to under “Where You Can Find More Information” beginning on page 128.

 

Newco may be subject to adverse regulatory conditions after completion of the transaction.

 

Before the transaction may be completed, various approvals or consents must be obtained from the Federal Reserve Board and various other bank regulatory, antitrust and other authorities in the United States and in foreign jurisdictions. The governmental entities from which these approvals are required, including the Federal Reserve Board, may impose conditions on the completion of the transaction or require changes to the terms of the transaction. These conditions or changes could have the effect of delaying completion of the transaction or imposing additional costs on or limiting the revenues of Newco following completion of the transaction, any of which might have a material adverse effect on Newco following the transaction.

 

Until the transaction is completed or the merger agreement is terminated in accordance with its terms, Bank of New York and Mellon are prohibited from entering into certain business combination transactions.

 

The failure of either Bank of New York or Mellon to obtain the shareholder vote required for the transaction will not by itself give either company the right to terminate the merger agreement. As long as no other termination event has occurred, both companies would remain obligated to continue to use their reasonable best efforts to complete the transaction until December 31, 2007, which, depending on the timing of any failure to obtain the vote, could include calling additional shareholder meetings.

 

During the period the merger agreement is in effect, neither the Bank of New York nor the Mellon board of directors may withdraw or adversely modify its respective recommendation of the transaction to its shareholders, recommend an acquisition proposal other than the transaction, or negotiate or authorize negotiations with a third party regarding an acquisition proposal other than the transaction, except as required by their fiduciary duties in the case of a superior proposal and subject to the other requirements of the merger agreement. The foregoing prohibitions could have the effect of delaying alternative strategic business combinations for a limited period of time.

 

In addition, Bank of New York and Mellon have entered into reciprocal stock option agreements pursuant to which each has granted to the other an option to purchase up to 19.9 percent of the number of shares of Bank of New York or Mellon common stock, as applicable, then issued and outstanding. In certain circumstances, these options could survive for 18 months after the termination of the merger agreement. These provisions might discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of Bank of New York or Mellon from considering or proposing that acquisition.

 

This section contains information for Bank of New York shareholders about the special shareholder meeting Bank of New York has called to allow its shareholders to consider and adopt the plan of merger contained in the merger agreement. Bank of New York is mailing this joint proxy statement/prospectus to its shareholders on or about [ • ], 2007. Together with this joint proxy statement/prospectus, Bank of New York is sending a notice of the special meeting and a form of proxy that Bank of New York’s board of directors is soliciting for use at the special meeting and at any adjournments or postponements of the meeting.

 

The Bank of New York special meeting will be held on [ • ], 2007 at [ • ] local time at The Bank of New York, 101 Barclay Street, New York, New York, 10007-2119.

 

At the Bank of New York special meeting, Bank of New York shareholders will be asked to:

 

 

If you are a Bank of New York shareholder, you should complete and return the proxy card accompanying this joint proxy statement/prospectus to ensure that your vote is counted at the Bank of New York special meeting, even if you plan to attend the Bank of New York special meeting. If you are a registered shareholder (that is, you hold stock certificates registered in your own name), you may also vote by telephone or through the internet by following the instructions described on your proxy card. If your shares are held in nominee or “street name”, you will receive separate voting instructions from your broker or nominee with your proxy materials. Although most brokers and nominees offer telephone and internet voting, availability and specific processes will depend on their voting arrangements. You can revoke a proxy at any time before the vote is taken at the Bank of New York special meeting by submitting to Bank of New York’s Corporate Secretary written notice of revocation or a properly executed proxy of a later date, or by attending the Bank of New York special meeting and voting in person. Written notices of revocation and other communications about revoking Bank of New York proxies should be addressed to:

 

The Bank of New York Company, Inc.
One Wall Street
New York, NY 10286
Attention: Bart R. Schwartz
Corporate Secretary

 

If your shares are held in street name, you should follow the instructions of your broker regarding the revocation of proxies.

 

All shares represented by valid proxies that Bank of New York receives through this solicitation, and that are not revoked, will be voted in accordance with the instructions on the proxy card. If you make no specification on your proxy card as to how you want your shares voted before signing and returning it, your proxy will be voted “FOR” adoption of the plan of merger and “FOR” the proposal to adjourn or postpone the special meeting, if necessary or appropriate, including to solicit additional proxies. Bank of New York’s board of directors is currently unaware of any other matters that may be presented for action at the Bank of New York special meeting. If other matters properly come before the Bank of New York special meeting, or at any adjournment or postponement of the meeting, Bank of New York intends that shares represented by

properly submitted proxies will be voted, or not voted, by and at the discretion of the persons named as proxies on the proxy card.

 

Bank of New York will bear the entire cost of soliciting proxies from its shareholders, except that Bank of New York and Mellon have agreed to each pay one half of the costs and expenses of printing and mailing this joint proxy statement/prospectus and all filing and other similar fees payable to the SEC in connection with the transaction. In addition to solicitation of proxies by mail, Bank of New York will request that banks, brokers and other record holders send proxies and proxy material to the beneficial owners of Bank of New York common stock and secure their voting instructions, if necessary. Bank of New York will reimburse the record holders for their reasonable expenses in taking those actions.

 

Bank of New York has also made arrangements with D.F. King & Co., Inc. to assist in soliciting proxies and in communicating with shareholders and has agreed to pay them a fee not expected to exceed $75,000 plus reasonable expenses for these services. If necessary, Bank of New York may also use several of its regular employees, who will not be specially compensated, to solicit proxies from Bank of New York shareholders, either personally or by telephone, the internet, facsimile or letter.

 

Bank of New York’s board of directors has fixed the close of business on [ • ], 2007 as the record date for determining the Bank of New York shareholders entitled to receive notice of and to vote at the Bank of New York special meeting. At that time, [ • ] shares of Bank of New York common stock were outstanding, held by approximately [ • ] holders of record. As of the record date, directors and executive officers of Bank of New York and their affiliates had the right to vote [ • ] shares of Bank of New York common stock, representing approximately [ • ] percent of the shares entitled to vote at the Bank of New York special meeting. Bank of New York currently expects that its directors and executive officers will vote such shares “FOR” adoption of the plan of merger and “FOR” the proposal to adjourn or postpone the special meeting, if necessary or appropriate, including to solicit additional proxies.

 

The presence, in person or by properly executed proxy, of the holders of a majority of the outstanding shares of Bank of New York common stock is necessary to constitute a quorum at the special meeting. Abstentions and broker non-votes will be counted solely for the purpose of determining whether a quorum is present.

 

Adoption of the plan of merger requires the affirmative vote of the holders of two thirds of the outstanding shares of Bank of New York common stock entitled to vote at the Bank of New York special meeting. Approval of the proposal relating to the adjournment or postponement of the special meeting, if necessary or appropriate, including to solicit additional proxies, requires that the votes cast in favor of the proposal exceed the votes cast in opposition. You are entitled to one vote for each share of Bank of New York common stock you held as of the record date.

 

Because the affirmative vote of the holders of two thirds of the outstanding shares of Bank of New York common stock entitled to vote on the adoption of the plan of merger at the Bank of New York special meeting is required to adopt the plan of merger, the failure to vote by proxy or in person will have the same effect as a vote against the plan of merger. Abstentions and broker non-votes also will have the same effect as a vote against the plan of merger. Accordingly, Bank of New York’s board of directors urges Bank of New York shareholders to complete, date and sign the accompanying proxy card and return it promptly in the enclosed postage-paid envelope, or to vote by telephone or through the internet.

 

Abstentions, failures to vote and broker non-votes will have no effect on the vote to adjourn or postpone the special meeting, if necessary or appropriate, including to solicit additional proxies.

 

To the extent that you have any shares of Bank of New York common stock in Bank of New York’s Employee Stock Ownership Plan, Employee Savings & Investment Plan, or the Retirement Savings Plan of BNY Securities Group, please note that an enclosed proxy card contains the voting instructions for shares allocated to you under those plans and covers all shares you are entitled to vote under those plans. Signing and returning this proxy card, or voting by telephone or through the internet as explained below, will enable voting of the shares held in such plans. To the extent you have any shares of Bank of New York common stock in Bank of New York’s Employees’ Stock Purchase Plan, please note that an enclosed proxy card contains the voting instructions for that plan and covers all shares you are entitled to vote under that plan. Signing and returning this proxy card will be the sole method of voting the shares held in this plan. Please note that you will receive one or more proxy cards depending on how you own your shares. You must vote in accordance with the instructions provided with each proxy card in order to vote all of your shares.

 

Many shareholders of Bank of New York have the option to submit their proxies or voting instructions electronically by telephone or through the internet instead of submitting proxies by mail on the enclosed proxy card. Please note that there are separate arrangements for using the telephone and the internet depending on whether your shares are registered in Bank of New York’s stock records in your name or in the name of a brokerage firm or bank. You should check your proxy card or the voting instruction form forwarded by your broker, bank or other holder of record to see which options are available.

 

Bank of New York holders of record may submit proxies:

 

 

To reduce the expenses of delivering duplicate proxy materials to Bank of New York shareholders, Bank of New York is relying upon SEC rules that permit us to deliver only one joint proxy statement/prospectus to multiple shareholders who share an address unless we receive contrary instructions from any shareholder at that address. If you share an address with another shareholder and have received only one joint proxy statement/prospectus, you may write or call us as specified below to request a separate copy of this document and we will promptly send it to you at no cost to you: Corporate Secretary, The Bank of New York Company, Inc., One Wall Street, 31st Floor, New York, New York, 10286, or by telephoning us at (212) 635-1787.

 

Bank of New York’s board of directors has adopted the plan of merger. The board of directors believes that the transaction, the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of Bank of New York and its shareholders, and unanimously recommends that Bank of New York shareholders vote “FOR” adoption of the plan of merger and “FOR” any proposal to adjourn or postpone the special meeting, if necessary or appropriate, including to solicit additional proxies.

 

 

This section contains information for Mellon shareholders about the special shareholder meeting Mellon has called to allow its shareholders to consider and adopt the plan of merger. Mellon is mailing this joint proxy statement/prospectus to its shareholders on or about [ • ], 2007. Together with this joint proxy statement/prospectus, Mellon is sending a notice of the special meeting and a form of proxy that Mellon’s board of directors is soliciting for use at the special meeting and at any adjournments or postponements of the meeting.

 

The Mellon special meeting will be held on [ • ], 2007 at [ • ] local time at The Omni William Penn Hotel, 530 William Penn Place, Pittsburgh, PA, 15219.

 

At the Mellon special meeting, Mellon shareholders will be asked to:

 

 

If you are a Mellon shareholder, you should complete and return the proxy card accompanying this joint proxy statement/prospectus to ensure that your vote is counted at the Mellon special meeting, even if you plan to attend the Mellon special meeting. If you are a registered shareholder (that is, you hold stock certificates registered in your own name), you may also vote by telephone or through the internet by following the instructions described on your proxy card. If your shares are held in nominee or “street name”, you will receive separate voting instructions from your broker or nominee with your proxy materials. Although most brokers and nominees offer telephone and internet voting, availability and specific processes will depend on their voting arrangements. You can revoke a proxy at any time before the vote is taken at the Mellon special meeting by submitting to Mellon’s Secretary written notice of revocation or a properly executed proxy of a later date, or by attending the Mellon special meeting and voting in person. Written notices of revocation and other communications about revoking Mellon proxies should be addressed to:

 

Mellon Financial Corporation
One Mellon Center
500 Grant Street, Room 4826
Pittsburgh, PA 15219-4403
Attention: Carl Krasik
Secretary

 

If your shares are held in street name, you should follow the instructions of your broker regarding the revocation of proxies.

 

All shares represented by valid proxies that Mellon receives through this solicitation, and that are not revoked, will be voted in accordance with the instructions on the proxy card. If you make no specification on your proxy card as to how you want your shares voted before signing and returning it, your proxy will be voted “FOR” adoption of the plan of merger and “FOR” the proposal to adjourn or postpone the special meeting, if necessary or appropriate, including to solicit additional proxies. Mellon’s board of directors is currently unaware of any other matters that may be presented for action at the Mellon special meeting. If other matters properly come before the Mellon special meeting, or at any adjournment or postponement of the meeting, Mellon intends that shares represented by properly submitted proxies will be voted, or not voted, by and at the discretion of the persons named as proxies on the proxy card.

 

Mellon will bear the entire cost of soliciting proxies from its shareholders, except that Bank of New York and Mellon have agreed to each pay one half of the costs and expenses of printing and mailing this joint proxy statement/prospectus and all filing and other similar fees payable to the SEC in connection with the transaction. In addition to solicitation of proxies by mail, Mellon will request that banks, brokers and other record holders send proxies and proxy material to the beneficial owners of Mellon common stock and secure their voting instructions, if necessary. Mellon will reimburse the record holders for their reasonable expenses in taking those actions.

 

Mellon has also made arrangements with Mellon Investor Services LLC to assist in soliciting proxies and in communicating with shareholders and has agreed to pay them a fee not expected to exceed $50,000 plus reasonable expenses for these services. If necessary, Mellon may also use several of its regular employees, who will not be specially compensated, to solicit proxies from Mellon shareholders, either personally or by telephone, the internet, facsimile or letter.

 

Mellon’s board of directors has fixed the close of business on [ • ], 2007 as the record date for determining the Mellon shareholders entitled to receive notice of and to vote at the Mellon special meeting. At that time, [ • ] shares of Mellon common stock were outstanding, held by approximately [ • ] holders of record. As of the record date, directors and executive officers of Mellon and their affiliates had the right to vote [ • ] shares of Mellon common stock, representing approximately [ • ] percent of the shares entitled to vote at the Mellon special meeting. Mellon currently expects that its directors and executive officers will vote such shares “FOR” adoption of the plan of merger and “FOR” any adjournment or postponement, if necessary or appropriate, including to solicit additional proxies.

 

The presence, in person or by properly executed proxy, of the holders of a majority of the outstanding shares of Mellon common stock is necessary to constitute a quorum at the special meeting.

 

Adoption of the plan of merger requires the affirmative vote of a majority of the votes cast by Mellon shareholders entitled to vote at the Mellon special meeting. Approval of the proposal relating to the adjournment or postponement of the special meeting, if necessary or appropriate, including to solicit additional proxies, requires the affirmative vote of a majority of the votes cast by Mellon shareholders entitled to vote at the special meeting. You are entitled to one vote for each share of Mellon common stock you held as of the record date.

 

Mellon’s board of directors urges Mellon shareholders to complete, date and sign the accompanying proxy card and return it promptly in the enclosed postage paid envelope, or to vote by telephone or through the internet.

 

Abstentions, failures to vote and broker non-votes will have no effect on the vote to adopt the plan of merger or the vote to adjourn or postpone the special meeting, if necessary or appropriate, including to solicit additional proxies.

 

If you have any shares of Mellon common stock in Mellon’s 401(k) Retirement Savings Plan and Employee Stock Purchase Plan, please note that the enclosed proxy card also constitutes the voting instruction form for shares allocated to you under those plans and covers all shares you are entitled to vote under the plans, in addition to shares you may hold directly. Signing and returning the proxy card, or voting by telephone or through the internet as explained below, will enable voting of all shares, including those held in such plans.

 

Many shareholders of Mellon have the option to submit their proxies or voting instructions electronically by telephone or through the internet instead of submitting proxies by mail on the enclosed proxy card. Please note that there are separate arrangements for using the telephone and the internet depending on whether your shares are registered in Mellon’s stock records in your name or in the name of a brokerage firm or bank. You should check your proxy card or the voting instructions forwarded by your broker, bank or other holder of record to see which options are available.

 

Mellon holders of record may submit proxies:

 

 

To reduce the expenses of delivering duplicate proxy materials to Mellon shareholders, Mellon is relying upon SEC rules that permit us to deliver only one joint proxy statement/prospectus to multiple shareholders who share an address unless we receive contrary instructions from any shareholder at that address. If you share an address with another shareholder and have received only one joint proxy statement/prospectus, you may write or call us as specified below to request a separate copy of this document and we will promptly send it to you at no cost to you: Investor Relations, Mellon Financial Corporation, One Mellon Center, 500 Grant Street, Pittsburgh, Pennsylvania, 15258, or by telephoning us at (412) 234-5000.

 

Mellon’s board of directors has adopted the plan of merger. The board of directors believes that the transaction, the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of Mellon and its shareholders, and unanimously recommends that Mellon shareholders vote “FOR” adoption of the plan of merger and “FOR” any proposal to adjourn or postpone the special meeting, if necessary or appropriate, including to solicit additional proxies.

 

The Bank of New York Company, Inc.

One Wall Street

New York, New York 10286

(212) 495-1784

 

The Bank of New York Company, Inc., a New York corporation, provides a broad array of banking and other financial services worldwide through its core competencies: securities servicing, treasury management, private banking and asset management. Bank of New York’s extensive global client base includes a broad range of leading financial institutions, corporations, government entities, endowments and foundations. Bank of New York’s principal wholly owned banking subsidiary, which was founded in 1784, was New York’s first bank and is the nation’s oldest bank. At December 31, 2006, Bank of New York had total assets of $103.5 billion, assets under management of $190 billion, assets under custody of $13 trillion and total shareholders’ equity of $11.6 billion. Net income for the year ended December 31, 2006 was $3.0 billion.

 

Bank of New York is a financial holding company registered with the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956, as amended. As such, Bank of New York and its subsidiaries are subject to the supervision, examination and reporting requirements of the Bank Holding Company Act and the regulations of the Federal Reserve.

 

Additional information about Bank of New York and its subsidiaries is included in documents incorporated by reference into this document. For more information, see the section entitled “Where You Can Find More Information” on page 128.

 

Mellon Financial Corporation

One Mellon Center

500 Grant Street

Pittsburgh, Pennsylvania 15258

(412) 234-5000

 

Mellon Financial Corporation is a global financial services company. Headquartered in Pittsburgh, Mellon is one of the world’s leading providers of financial services for institutions, corporations and high net worth individuals, providing asset management, private wealth management, asset servicing and payment solutions and investor services. Mellon has approximately $5.5 trillion in assets under management, administration or custody, including $995 billion under management.

 

Mellon was originally formed as a holding company for Mellon Bank, N.A., which has its executive offices in Pittsburgh, Pennsylvania. With its predecessors, Mellon Bank has been in business since 1869. In addition to Mellon Bank, Mellon’s banking subsidiaries include Mellon Trust of New England, National Association, headquartered in Boston, Massachusetts; Mellon United National Bank, headquartered in Miami, Florida; and Mellon 1st Business Bank, National Association, headquartered in Los Angeles, California. They engage in trust and custody activities, investment management services, banking services and various securities-related activities. The deposits of the banking subsidiaries are insured by the Federal Deposit Insurance Corporation to the extent provided by law.

 

Mellon is a financial holding company registered with the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956, as amended. As such, Mellon and its subsidiaries are subject to the supervision, examination and reporting requirements of the Bank Holding Company Act and the regulations of the Federal Reserve.

 

Additional information about Mellon and its subsidiaries is included in documents incorporated by reference into this document. For more information, see the section entitled “Where You Can Find More Information” on page 128.

The Bank of New York Mellon Corporation

One Wall Street

New York, New York 10286

(212) 495-1784

 

Newco, a Delaware corporation, was formed by Bank of New York and Mellon solely for the purpose of effecting the transaction, and is jointly owned by Bank of New York and Mellon. To date, Newco has not conducted any activities other than those incident to its formation, its adoption of the merger agreement and the preparation of this joint proxy statement/prospectus. Upon completion of the transaction, Bank of New York and Mellon will each have been merged with and into Newco, with Newco surviving. Following the completion of the transaction, Newco will continue its corporate existence under the laws of the State of Delaware under the name “The Bank of New York Mellon Corporation” and the business of Newco will be the business currently conducted by Bank of New York and Mellon. Newco will apply to the New York Stock Exchange to list its common stock on the New York Stock Exchange for trading under the symbol “BK”.

 

The following discussion summarizes the material aspects of the transaction. This discussion is a summary only and may not contain all of the information that is important to you. A copy of the merger agreement is attached as Annex A and is incorporated by reference. We encourage you to read the merger agreement in its entirety.

 

Structure

 

On the closing date of the transaction, it is currently anticipated that

 

 

Thereafter, Newco will continue as a Delaware corporation conducting the combined businesses of Bank of New York and Mellon, and will be named “The Bank of New York Mellon Corporation”. Newco will apply to the New York Stock Exchange to list its common stock on the New York Stock Exchange for trading under the symbol “BK”. The parties may agree to change the order in which Bank of New York and Mellon are merged with and into Newco.

 

Newco will have its corporate headquarters in New York, New York. Newco’s cash management and stock transfer businesses will be headquartered in Pittsburgh, Pennsylvania. In addition, Pittsburgh will be a primary location at which certain administrative functions of Newco, such as human resources, accounting, facilities management, technology and operations, will be conducted.

 

Consideration

 

Each share of Bank of New York common stock outstanding immediately prior to the completion of the transaction will automatically be converted, upon completion of the Bank of New York merger, into the right to receive 0.9434 shares of Newco common stock and a cash payment for any fractional shares of Newco based on the closing price of Mellon common stock on the trading day immediately preceding the date on which the transaction is completed.

 

Each share of Mellon common stock outstanding immediately prior to the completion of the transaction will automatically be converted, upon completion of the Mellon merger, into the right to receive one share of Newco common stock.

 

Bank of New York.  If you own 100 shares of Bank of New York common stock immediately prior to the merger of Bank of New York with and into Newco, when the transaction is completed, you will be entitled to receive:

 

 

Mellon.  If you own 100 shares of Mellon common stock immediately prior to the merger of Mellon with and into Newco, when the transaction is completed you will be entitled to receive 100 shares of Newco common stock.

 

As a result of the transaction, Bank of New York shareholders immediately prior to the transaction will own approximately 63.2 percent, and Mellon shareholders immediately prior to the transaction will own approximately 36.8 percent, of the outstanding Newco common stock. These percentages are based on the

number of shares of Bank of New York common stock and Mellon common stock issued and outstanding as of December 31, 2006.

 

The exchange ratios for Bank of New York and Mellon are fixed and will not be adjusted to reflect stock price changes prior to completion of the transaction. The exchange ratios will also not be adjusted to reflect share repurchases or issuances of common stock by either company prior to completion of the transaction, which are permitted under the terms of the merger agreement in limited circumstances. As such, the ownership percentages set forth above may change prior to completion of the transaction.

 

From time to time, executives and representatives of Bank of New York and Mellon have spoken about the possibility of a business combination between the two companies. In 1998, following discussions between the parties, Bank of New York made a public proposal to acquire Mellon, which Mellon rejected. Nevertheless, executives and representatives of the two companies subsequently spoke, from time to time, about a possible transaction.

 

At a retreat on June 11-13, 2006, Bank of New York’s board of directors discussed strategic alternatives, including the possibility that Bank of New York might serve as a catalyst for consolidation in the trust and custody sector of the banking business. In this connection, the Bank of New York board of directors discussed the possibility of pursuing a strategic transaction with Mellon.

 

At the September 11, 2006 meeting of the Planning Committee of Bank of New York’s board of directors, Bruce W. Van Saun, one of Bank of New York’s Vice-Chairmen, made a presentation outlining the potential merits of a business combination with Mellon in light of Bank of New York’s recent strategic initiatives. Bank of New York’s senior management regularly presents to the Planning Committee analyses of potential strategic combinations that might enhance shareholder value.

 

On September 26, Thomas A. Renyi, Bank of New York’s Chairman of the Board and Chief Executive Officer, called Robert P. Kelly, Mellon’s Chairman, President and Chief Executive Officer. Mr. Renyi stated that he had been reading about Mellon’s reported bid for MFS Investment Management and suggested that it might be productive for Mellon and Bank of New York to consider a business combination.

 

On September 28, Mr. Kelly contacted Wesley W. von Schack, Mellon’s lead non-management director, to inform him of Mr. Renyi’s call.

 

On September 30, Messrs. Renyi and Kelly met for dinner in New York. They discussed the two companies’ business strategies and how they had evolved, potential revenue and expense synergies that such a combination might produce, and the possible executive leadership and board membership of a combined organization. They reached no conclusions but agreed to give further thought to the possibility of a business combination and to talk again. On or around the same day, Messrs. Renyi and Kelly also communicated concerning a possible exchange ratio.

 

On October 4, Messrs. Renyi and Kelly had a brief follow-up conversation and determined to continue to review the possibility of a business combination and to discuss the same with their respective boards of directors.

 

Over the next several days, senior executive officers of Bank of New York and senior executive officers of Mellon consulted with their respective legal and financial advisors and reviewed the strategic and financial aspects of a possible business combination between the two companies, including the proposed exchange ratios. Bank of New York and Mellon determined that these exchange ratios would be based on the one-year average of the daily closing price of each company’s common stock. During this same period of time, Mr. Kelly contacted several members of Mellon’s board of directors to brief them regarding his discussions with Mr. Renyi, and Mr. Renyi had several conversations with Catherine A. Rein, Bank of New York’s presiding non-management director, to brief her on his discussions with Mr. Kelly. In those conversations,

Mr. Renyi and Ms. Rein agreed that it would be helpful for Ms. Rein and Mr. von Schack to meet and that Bank of New York would call a telephonic board meeting for later that week.

 

On the morning of October 6, Ms. Rein and Mr. von Schack met in New York. They discussed, among other things, the potential executive leadership of a combined company, structural issues and Mellon’s commitment to the greater Pittsburgh area.

 

On the afternoon of October 6, Bank of New York’s board of directors held a special telephonic meeting. Representatives of Sullivan & Cromwell LLP and Goldman Sachs, Bank of New York’s legal and financial advisors, respectively, as well as John M. Liftin, Bank of New York’s General Counsel, participated in the meeting. Ms. Rein reported on her meeting that morning with Mr. von Schack. Bank of New York’s board of directors and its advisors discussed the possible terms of a business combination, its potential implications for Bank of New York, its shareholders and its other constituencies, and the manner in which such a transaction might be further explored.

 

On October 7, Mellon’s board of directors held a special telephonic meeting. Mr. Kelly informed the board of the recent discussions with Bank of New York representatives, and the board of directors discussed the potential advantages and risks to Mellon, its shareholders and its other constituencies of such a transaction and endorsed continuing exploratory discussions with representatives of Bank of New York.

 

On the morning of October 9, Mr. Renyi and Gerald L. Hassell, President of Bank of New York, met with Mr. Kelly in New York. They discussed the business strategies of the two companies and how the two organizations might be combined, covering, among other things, board composition and executive leadership. On the same day, Mr. Kelly updated Mr. von Schack regarding the meeting with representatives of Bank of New York.

 

On the evening of October 9, Bank of New York’s board of directors met with representatives of Sullivan & Cromwell and Goldman Sachs, as well as Mr. Liftin and Mr. Van Saun. Mr. Renyi briefed the board on recent discussions with Mellon, the representatives of Goldman Sachs addressed the financial implications of the potential combination, the representatives of Sullivan & Cromwell advised on legal and regulatory issues, and the board discussed the potential advantages and risks to Bank of New York and its shareholders of such a transaction.

 

On the morning of October 10, Bank of New York’s board of directors resumed its meeting. The directors again discussed the possible business combination. Later that morning, Mr. Kelly met with Bank of New York’s non-management directors. He discussed his views of the future of Bank of New York’s and Mellon’s businesses and the benefits of a possible transaction.

 

On the evening of October 10, Mr. Kelly met with Messrs. Renyi and Hassell, a partner of Sullivan & Cromwell and a partner of Simpson Thacher & Bartlett LLP, Mellon’s legal advisor. The parties discussed a wide range of business, structural and governance issues, including the potential executive team for a combined company.

 

On October 11, Mellon’s board of directors held a special telephonic meeting, which representatives of Simpson Thacher & Bartlett and its financial advisors, UBS and Lazard, attended. Mr. Kelly briefed the board regarding recent discussions with Bank of New York representatives, and the board of directors discussed the potential advantages and risks to Mellon, its shareholders and its other constituencies of such a transaction.

 

Between October 10 and October 12, the legal and financial representatives of the two companies and Ms. Rein and Mr. von Schack had several conversations relating to structural and governance issues.

 

On October 12, Ms. Rein and Mr. von Schack spoke by telephone. They discussed the extent to which a combined company would retain operations and employees in the Pittsburgh area, transition management, the composition of the board of directors, and lines of reporting for senior executive management.

 

Bank of New York’s board of directors had a special telephonic meeting the afternoon of October 12. Ms. Rein reported on her recent conversations with Mr. von Schack. After a full discussion, the board

determined that further discussions with Mellon would probably not be productive at that time and asked Ms. Rein to communicate that conclusion to Mr. von Schack. The next day, Ms. Rein called Mr. von Schack and conveyed the message. Mr. von Schack noted the points of disagreement but indicated that there was a basis for the discussions to continue.

 

Over the next few days, Messrs. Renyi and Kelly spoke again. After consulting with Ms. Rein, Mr. Renyi proposed that he and Mr. Hassell meet with Mellon’s board of directors.

 

On October 17, Messrs. Renyi and Hassell met with Mellon’s board of directors in Pittsburgh. Messrs. Renyi and Hassell discussed, among other things, Bank of New York’s businesses, strategy, the potential revenue and expense synergies that a combination of the two companies could produce, the global reach of Bank of New York’s business, and the potential commitment of Bank of New York relating to employees and operations in Pittsburgh. Messrs. Renyi and Hassell also discussed businesses in which Bank of New York has extensive operations but Mellon does not, including corporate trust, depositary receipts and securities clearance, and the complementary fit of those businesses with Mellon’s existing business.

 

On October 25, Messrs. Hassell and Kelly met over dinner in New York. The purpose of the meeting was to enable the two to become better acquainted, to discuss the businesses of the two companies, and to share thoughts on the potential benefits to the companies and their shareholders and other constituencies of a business combination.

 

On October 27, Messrs. Kelly and Hassell had a telephone conversation to discuss a process for continuing to explore the possibility of a business combination between the two companies. On November 1, the two companies executed a confidentiality agreement.

 

On the weekend of November 4-5, Mr. Van Saun and Donald R. Monks, a Vice Chairman of Bank of New York, met with Steven G. Elliott, Mellon’s Senior Vice Chairman, and Michael A. Bryson, Mellon’s Chief Financial Officer. They reviewed information concerning the two companies’ businesses, identified potential revenue and expense synergies and developed a timeline for and an outline of the due diligence process and investor presentation.

 

At separate meetings on November 6, senior executives of Bank of New York met with representatives of Goldman Sachs, and senior executives of Mellon met with UBS and Lazard, to review what their senior management representatives had learned over the weekend and to review financial aspects of a business combination between the two companies.

 

Later that day, representatives of Goldman Sachs and UBS met to discuss certain terms of a proposed transaction, including the exchange ratio.

 

On November 8 and 9, Messrs. Kelly, Elliott, Renyi and Hassell met in New York. They discussed the potential combination of the two organizations, including where the companies’ administrative staffs and other operations would be located, the name of the combined organization and the executive team to lead the combined organization.

 

On November 12, Messrs. Renyi, Hassell, Van Saun, Monks and Gibbons met in New York with Messrs. Kelly and Elliott. The primary purpose of the meeting was for these senior executives to share ideas about a combined company and to become better acquainted.

 

On November 13, Bank of New York’s board of directors had a special telephonic meeting with representatives of Goldman Sachs and Sullivan & Cromwell. Mr. Renyi and Goldman Sachs reported on the most recent discussions with Mellon and its representatives concerning transaction terms and potential expense savings. The board discussed open issues, timing and next steps and requested Mr. Renyi and the Bank of New York’s representatives to continue working toward an agreement with Mellon for the board to consider.

 

Throughout the course of the November discussions, Mr. Renyi and Mr. Kelly periodically updated individual directors on the status of the discussions.

 

On November 18, Mellon’s board of directors held a special meeting which representatives of UBS, Lazard and Simpson Thacher & Bartlett attended. Mr. Kelly and other members of Mellon’s senior management reviewed the discussions with Bank of New York since the board’s previous meeting, including discussions regarding the proposed financial terms of the transaction, proposed governance and executive management arrangements and the status of discussions regarding the corporate and operating names for the combined institution. Mr. Kelly also reported on the status of discussions regarding the combined company’s continued presence in Pittsburgh as well as its other possible commitments to the greater Pittsburgh and Western Pennsylvania communities and Mellon’s other constituencies. The board discussed the foregoing matters and the strategic benefits and risks of the proposed transaction and asked questions of Mellon’s senior management and financial and legal advisors.

 

On November 20, three Bank of New York directors — William C. Richardson, Richard J. Kogan and Samuel C. Scott — met with Mr. Kelly over dinner. They discussed Mr. Kelly’s ideas concerning business strategy and his experience.

 

On November 21, Messrs. Hassell, Van Saun and Timothy F. Keaney, a Senior Executive Vice President of Bank of New York, met in Boston with Messrs. Kelly, Elliott and Bryson, as well as with James P. Palermo, Ronald P. O’Hanley and David F. Lamere, each a Vice Chairman of Mellon and, respectively, responsible for Mellon’s asset servicing, asset management and private wealth management businesses. The executives reviewed Mellon’s and Bank of New York’s businesses, with particular attention to their financial performance and growth characteristics. The group also reviewed potential revenue synergies and expense savings.

 

In the following days, senior executives of the companies and the companies’ financial advisors had numerous conversations concerning financial and strategic matters surrounding the potential business combination.

 

On November 22, Simpson Thacher & Bartlett delivered a form of merger agreement to Sullivan & Cromwell. Over the following 10 days, the two companies and their legal and financial advisors negotiated the terms of the proposed merger agreement and related documents, including reciprocal stock option agreements.

 

During the week of November 27, representatives of each company and their legal advisors (including, in the case of Mellon, Reed Smith LLP), conducted detailed due diligence by reviewing documents and interviewing executives and representatives of the other company. Meetings were held both in Pittsburgh and New York. The results of these detailed reviews confirmed the soundness of the proposed business combination and the reasonableness of the synergy assumptions. In addition, discussions regarding the potential terms of the proposed transaction continued among the companies’ senior executives.

 

On November 29, Messrs. Hassell and Renyi had a dinner meeting with four of Mellon’s independent directors. They discussed the results of the two companies’ due diligence investigations, cost and revenue synergies, potential commitments concerning employees and operations in Pittsburgh, and the process for integrating the two companies’ operations.

 

On December 1, the Mellon board held a special telephonic meeting regarding the proposed business combination. Representatives of Mellon’s financial advisors, UBS and Lazard, and its legal advisors, Simpson Thacher & Bartlett and Reed Smith, attended the meeting. Mr. Kelly and other members of Mellon’s senior management updated the board regarding the status of negotiations and the structure and terms of the proposed transaction. Mellon’s senior management reported to the board regarding its due diligence investigation of Bank of New York and responded to questions from the board. A representative of Simpson Thacher & Bartlett reviewed with Mellon’s board the terms of the proposed merger agreement and reciprocal stock option agreements, and a representative of Reed Smith reviewed with the board its fiduciary duties under Pennsylvania law in relation to the proposed transaction. Mr. Kelly reviewed the major expected impacts of the transaction on each of Mellon’s constituencies. Mellon’s financial advisors discussed with the board their work to date in connection with the proposed transaction, and Mellon’s legal and financial advisors responded to questions from directors. At the conclusion of this meeting, Mellon’s board authorized its senior management to complete its negotiation of the terms of the definitive merger agreement and related agreements, including reciprocal stock option agreements, for presentation to the board for further consideration on December 3.

 

On December 3, each company’s board of directors met with that company’s legal and financial advisors and certain of its senior executive officers. At Bank of New York’s board meeting, Mr. Renyi reviewed the discussions with Mellon since September 26 and outlined the basic terms of the proposed transaction. Sullivan & Cromwell partners advised the directors on their fiduciary duties in connection with their consideration of the proposed transaction and on other legal issues. Representatives of Goldman Sachs reported on the work that Goldman Sachs had done in connection with the proposed transaction, reviewed the strategic and financial aspects of the proposed transaction, and discussed the terms of the proposed transaction. Representatives of Goldman Sachs orally advised Bank of New York’s board of directors of its opinion, subsequently confirmed in writing, that, as of December 3, 2006, and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Goldman Sachs, the proposed Bank of New York exchange ratio was fair, from a financial point of view, to the holders of Bank of New York’s common stock. Messrs. Van Saun and Gibbons reported on the results of the due diligence investigation of Mellon. Messrs. Van Saun and Hassell discussed specific business issues and risks that the proposed transaction would present and steps that could be taken to manage those risks. Sullivan & Cromwell partners reviewed the terms of the proposed agreements and the proposed resolutions that the board was being asked to approve. The directors who had met with Mr. Kelly on November 20 commented on Mr. Kelly and on that meeting. The board discussed such matters and asked questions of Bank of New York’s senior management, legal counsel and financial advisors. The management participants then left the meeting and the independent directors met in executive session. Following the discussion in executive session, the management participants returned and, after further discussion, on motion duly made and seconded, the board unanimously voted to adopt the proposed plan of merger set forth in the merger agreement, to approve the transactions it contemplates, and to recommend that Bank of New York’s shareholders vote to adopt the plan of merger.

 

At Mellon’s board meeting on December 3, the board received a description of the final proposed terms of the merger agreement and related agreements, and additional presentations from Mellon’s senior management and legal and financial advisors regarding the financial, business, strategic, and legal issues related to the transaction. At the meeting, UBS and Lazard reviewed with Mellon’s board their joint financial analysis of the Mellon exchange ratio, and each delivered to Mellon’s board an oral opinion, confirmed by delivery of a written opinion, dated December 3, 2006, to the effect that, as of that date and based on and subject to various assumptions, matters considered and limitations described in such opinion, the Mellon exchange ratio was fair, from a financial point of view, to holders of Mellon common stock. After deliberation, Mellon’s board concluded that the transaction was fair to and in the best interests of Mellon and its shareholders and unanimously adopted the plan of merger contained in the merger agreement and the related agreements and resolved to recommend that its shareholders vote to adopt the plan of merger.

 

That evening, the two companies signed the merger agreement. The next morning, they issued a joint press release, filed Forms 8-K with the SEC, and held a joint meeting, conference call and webcast to announce the transaction.

 

On February 22, 2007, Newco became a party to the merger agreement by executing a supplement to the merger agreement. On February 23, 2007, the two companies and Newco entered into an amended and restated merger agreement to change the order of the two mergers, to reflect the complete Certificate of Incorporation and By-Laws of Newco and to make other technical amendments.

 

 

In reaching its decision to adopt the plan of merger and recommend adoption of the plan of merger to its shareholders, Bank of New York’s board of directors consulted with management, as well as with its legal and financial advisors, and considered a number of factors, including:

 

 

 

 

 

 

 

 

Bank of New York’s board of directors also considered the potential risks related to the transaction but concluded that the anticipated benefits of combining with Mellon were likely to substantially outweigh these risks. These potential risks included: