SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): June 26, 2002
THE BANK OF NEW YORK COMPANY, INC.
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(exact name of registrant as specified in its charter)
NEW YORK
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(State or other jurisdiction of incorporation)
1-6152 13-2614959
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(Commission file number) (I.R.S. employer
identification number)
One Wall Street, New York, NY 10286
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(Address of principal (Zip code)
executive offices)
212 - 495 - 1784
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(Registrant's telephone number,
including area code)
Item 5 Other Events
Seven exhibits are filed herewith in connection with the Registration Statement
on Form S-3 (File Nos. 333-89586, 333-89586-01, 333-89586-02, 333-89586-03,
333-89586-04) filed by The Bank of New York Company, Inc. (the "Company") with
the Securities and Exchange Commission covering the Company's Senior
Subordinated Medium-Term Notes, Series F and Senior Medium-Term Notes, Series E
(collectively, the "Notes"), issuable under an Indenture, dated as of October 1,
1993 between the Company and J.P. Morgan Trust Company (the "Senior Subordinated
Indenture") and an Indenture, dated as of July 18, 1991 between the Company and
Deutsche Bank Trust Company Americas, respectively (the "Senior Indenture" and
together with the Senior Subordinated Indenture, the "Indentures"). The exhibits
consist of the form of Distribution Agreement, dated June 26, 2002, among the
Company, Banc of America Securities LLC, Credit Suisse First Boston Corporation,
Goldman, Sachs & Co., J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Morgan Stanley & Co. Incorporated, Salomon Smith Barney
Inc., UBS Warburg LLC and BNY Capital Markets, Inc. (the "Distribution
Agreement"); the Forms of Notes; Officers' Certificates pursuant to Section 301
of the Indentures; and the opinion of counsel as to the legality of the Notes.
Item 7 Financial Statements, Pro Forma Financial
Information and Exhibits
(c) Exhibits
The following exhibits are filed herewith:
1 Form of Distribution Agreement, dated June 26, 2002 among the
Registrant and Banc of America Securities, Inc., Credit Suisse First
Boston Corporation, Goldman, Sachs & Co., J.P. Morgan Securities Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley &
Co. Incorporated, Salomon Smith Barney Inc., UBS Warburg LLC and BNY
Capital Markets, Inc., as Agents.
4.1 Form of Registrant's Global Medium Term Fixed Rate Note.
4.2 Form of Registrant's Global Medium Term Floating Rate Note.
4.3 Officers' Certificate pursuant to Section 301 of
the Senior Subordinated Indenture.
4.4 Officers' Certificate pursuant to Section 301 of the Senior Indenture.
5 Opinion of Paul A. Immerman, Esq.
23 Consent of Paul A. Immerman, Esq. (included in Exhibit 5)
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 26, 2002
The Bank of New York Company, Inc.
By: /s/ Thomas J. Mastro
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Name: Thomas J. Mastro
Title: Comptroller
EXHIBIT INDEX
Exhibit No. Description
1 Form of Distribution Agreement, dated June 26, 2002 among the
Registrant and Banc of America Securities LLC, Credit Suisse
First Boston Corporation, Goldman, Sachs & Co., J.P. Morgan
Securities Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated, Salomon Smith
Barney Inc., UBS Warburg LLC and BNY Capital Markets, Inc., as
Agents.
4.1 Form of Registrant's Global Medium-Term Fixed Rate Note.
4.2 Form of Registrant's Global Medium-Term Floating Rate Note
4.3 Officers' Certificate pursuant to Section 301 of the Senior
Subordinated Indenture.
4.4 Officers' Certificate pursuant to Section 301 of the Senior
Indenture.
5 Opinion of Paul A. Immerman, Esq.
23 Consent of Paul A. Immerman, Esq. (included in Exhibit 5)