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
Subject Companies: The Bank of New York Company, Inc.
(Commission File No.1-06152)
Mellon Financial Corporation
(Commission File No.1-7410)
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 The Bank of New York Company, Inc.,
Investor Relations, One Wall Street, 31st Floor, New York, New York 10286
(212-635-1578), or from Mellon Financial Corporation, Secretary of
Mellon Financial Corporation, One Mellon Center, Pittsburgh, Pennsylvania
15258-0001 (800-205-7699).
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 The Bank
of New York Company, Inc. and/or Mellon Financial Corporation 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 2007 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. The Company 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 the Company expects, 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 its 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 email has been sent to employee shareholders of The Bank of New
York Company, Inc.
Subject: Proxy Vote Reminder -- Special Shareholders' Meeting
SPECIAL SHAREHOLDERS' MEETING FOR MELLON MERGER
-----------------------------------------------
To Employees Who Own The Bank of New York Company, Inc. Common Stock
YOUR VOTE IS IMPORTANT
If you have not already voted, please sign, date and return your proxy
card(s) today.
Patricia A. Bicket
Assistant Secretary
Note: This message has been sent to all employees. If you do not own Company
shares, please disregard this e-mail.