Filed by The Bank of New York Company, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6
of the Securities Exchange Act of 1934
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6
of the Securities Exchange Act of 1934
Subject Companies: Mellon Financial Corporation (Commission File No. 1-7410)
The Bank of New York Company, Inc. (Commission File No. 1-06152)
The Bank of New York Company, Inc. (Commission File No. 1-06152)
In connection with the proposed transaction, The Bank of New York Mellon Corporation, an
entity formed by The Bank of New York Company, Inc. and Mellon Financial Corporation for purposes
of facilitating the proposed transaction, has filed a registration statement on Form S- 4
(Registration No. 333-140863) containing a definitive joint proxy statement/prospectus that has
been mailed to the shareholders of each of The Bank of New York Company, Inc. and Mellon Financial
Corporation. Shareholders are urged to read the registration statement and the joint proxy
statement/prospectus regarding the proposed transaction and any other relevant documents filed with
the Securities and Exchange Commission, as well as any amendments or supplements to those
documents, because they will contain important information.
Shareholders may obtain a free copy of the
joint proxy statement/prospectus, as well as other filings containing information about The Bank of
New York Company, Inc., Mellon Financial Corporation and The Bank
of New York Mellon Corporation, without charge, at the SEC’s Internet site
(http://www.sec.gov). Copies of the joint proxy statement/prospectus and other SEC filings that
are incorporated by reference in the joint proxy statement/prospectus are also available, without
charge, from Mellon Financial Corporation, Secretary of Mellon Financial Corporation, One Mellon
Center, Pittsburgh, Pennsylvania 15258-0001 (800-205-7699), or from The Bank of New York Company,
Inc., Investor Relations, One Wall Street, 31st Floor, New York, New York 10286 (212-635-1578).
Directors and executive officers of The Bank of New York Company, Inc. and Mellon Financial
Corporation and other persons may be deemed to be participants in the solicitation of proxies from
the shareholders of Mellon Financial Corporation and/or The Bank of New York Company, Inc. in
respect of the proposed transaction. Information about
the directors and executive officers of The Bank of New York Company, Inc. is set forth in the
proxy statement for The Bank of New York Company, Inc.’s annual meeting of shareholders, as filed
with the SEC on March 14, 2007. Information about the directors and executive officers of
Mellon Financial Corporation is set forth in the proxy statement for Mellon Financial Corporation’s
2007 annual meeting of shareholders, as filed with the SEC on
March 19, 2007. Additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, are contained in the definitive joint proxy statement/prospectus.
The information presented here may contain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, including (i) statements about the expected
benefits of the transaction between The Bank of New York Company, Inc. and Mellon Financial
Corporation, including future financial and operating results, cost savings, enhanced revenues,
expected market position of the combined company, and the accretion or dilution to reported
earnings and to cash earnings that may be
realized from the transaction; (ii) statements about The Bank of New York Company, Inc.’s and
Mellon Financial Corporation’s plans, objectives, expectations and intentions and other statements
that are not historical facts; and (iii) other statements identified by words such as “will,”
“highly attractive,” “expect,” “extraordinarily strong and rapidly growing competitor,”
“synergies,” “opportunities,” “superior returns,” “well-positioned,” “pro forma,” and
similar phrases. These statements are based upon the current beliefs and expectations of The Bank of
New York Company, Inc.’s and Mellon Financial Corporation’s management and are subject to
significant risks and uncertainties. Actual results may differ from those indicated in the
forward-looking statements. We will not update these statements as a result of changes in
circumstance or new facts, or for any other reason.
The following risks, among others, could cause actual results to differ materially from the
anticipated results or other expectations expressed in the forward-looking statements: (1) the
businesses of The Bank of New York Company, Inc. and Mellon Financial Corporation may not be
integrated successfully or the integration may be more difficult, time-consuming or costly than
expected; (2) the combined company may not realize, to the extent or at the time we expect, revenue
synergies and cost savings from the transaction; (3) revenues following the transaction may be
lower than expected as a result of losses of customers or other reasons; (4) deposit attrition,
operating costs, customer loss and business disruption following the transaction, including
difficulties in maintaining relationships with employees, may be greater than expected; (5)
governmental approvals of the transaction may not be obtained on the proposed terms or expected
timeframe; (6) The Bank of New York Company, Inc.’s or Mellon Financial Corporation’s shareholders
may fail to approve the transaction; (7) a weakening of the economies in which the combined company
will conduct operations may adversely affect our operating results; (8) the U.S. and foreign legal
and regulatory framework could adversely affect the operating results of the combined company; and
(9) fluctuations in interest rates, currency exchange rates and securities prices may adversely
affect the operating results of the combined company. Additional factors that could cause The Bank
of New York Company, Inc.’s and Mellon Financial Corporation’s results to differ materially from
those described in the forward-looking statements can be found in The Bank of New York Company,
Inc.’s and Mellon Financial Corporation’s reports (such as Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange
Commission and available at the SEC’s Internet site (http://www.sec.gov).
* * *
The
following letters have been sent to the shareholders of The Bank of New York Company, Inc.
IMPORTANT PROPOSED MERGER
PLEASE VOTE YOUR PROXY TODAY
PLEASE VOTE YOUR PROXY TODAY
May 1, 2007
Dear Fellow Shareholder:
We have previously mailed to you the proxy materials for our Special Meeting of
Shareholders to be held on May 24, 2007. At that meeting, we are asking our shareholders to approve
our proposed merger with Mellon Financial Corporation and two other merger-related items. Closing
of the transaction is conditioned on shareholder approval of each proposal.
To adopt the plan of merger, the holders of two-thirds of Bank of New York’s
outstanding shares must vote “FOR”; the failure of a Bank of New York shareholder to vote will have
the same effect as a vote against the adoption of the plan of merger. Accordingly, the vote of each
shareholder is important.
According to our records, we have not yet received your proxy for this important meeting.
Please act today to vote your shares “FOR” each proposal by telephone or Internet or by marking,
signing, dating and returning the enclosed proxy card or voting instruction form in the
postage-paid return envelope provided. See “3 Easy Ways to Vote,” below.
Thank you for your support.
Sincerely,
Thomas A. Renyi
Chairman and Chief Executive Officer
Chairman and Chief Executive Officer
3 Easy Ways To Vote
Help your Company avoid the expense of further solicitation by voting today. You may use
one of the following simple methods to vote your shares:
| 1. | Vote by Telephone. Call the toll-free number listed for this purpose on your proxy card or voting instruction form. Have your control number listed on the form ready and follow the simple instructions. | ||
| 2. | Vote by Internet. Go to the website listed on your proxy card or voting instruction form. Have your control number listed on the form ready and follow the simple instructions. | ||
| 3. | Vote by Mail. Mark, sign, date and return your proxy card or voting instruction form in the postage-paid return envelope provided. |
Please Act Today
IMPORTANT PROPOSED MERGER
PLEASE VOTE YOUR PROXY TODAY
PLEASE VOTE YOUR PROXY TODAY
May 1, 2007
Dear Fellow Shareholder:
We have previously mailed to you the proxy materials for our Special Meeting of Shareholders
to be held on May 24, 2007. At that meeting, we are asking our shareholders to approve our
proposed merger with Mellon Financial Corporation and two other merger-related items. Closing of
the transaction is conditioned on shareholder approval of each proposal.
To adopt the plan of merger, the holders of two-thirds of Bank of New York’s outstanding
shares must vote “FOR”; the failure of a Bank of New York shareholder to vote will have the same
effect as a vote against the adoption of the plan of merger. Accordingly, the vote of all
shareholders is important.
According to our records, we have not yet received your proxy for this important meeting.
Please act today to vote your shares “FOR” each proposal by marking, signing, dating and returning
the enclosed proxy card or voting instruction form in the postage-paid return envelope provided.
Thank you for your support.
Sincerely,
Thomas A. Renyi
Chairman and Chief Executive Officer
Chairman and Chief Executive Officer
Please Vote Today
Help your Company avoid the expense of further solicitation by voting today.
Please mark, sign, date and mail your proxy in the postage-paid return envelope provided.
Please Act Today.
Please mark, sign, date and mail your proxy in the postage-paid return envelope provided.
Please Act Today.