Pricing Agreement
Exhibit 1.1
November 5, 2002
Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
0 Xxxxx
Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
The Bank of New York Company, Inc., a New York corporation (the “Company”), proposes, subject to the
terms and conditions stated herein and in the Underwriting Agreement Standard Provisions (August 2002) (the “Standard Provisions”), to issue and sell to you the securities of the Company specified in Schedule II hereto (the
“Designated Securities”).
Except as set forth in the next paragraph, each of the provisions of the
Standard Provisions is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and
warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives in the provisions of the Standard Provisions so incorporated by reference shall be deemed to refer
to you. Unless otherwise defined herein, terms defined in the Standard Provisions are used herein as therein defined.
For purposes of this Pricing Agreement, Section 7(j) of the Standard Provisions is amended and restated as follows: “On or after the date of the Pricing Agreement relating to the Designated Securities, there shall not have
occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a general moratorium on commercial banking activities declared by either Federal or New York State
authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; or (iii) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war
or other calamity or crisis or change in financial, political or economic conditions in the United States or elsewhere having an adverse effect on the financial markets of the United States, if the effect of any such event specified in this clause
(iii) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated in the Prospectus as amended or
supplemented relating to the Designated Securities.”
A supplement to the Prospectus relating
to the Designated Securities, in the form heretofore delivered to you, is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in the Standard Provisions incorporated herein by reference, the Company agrees to issue and sell to you, and you agree to purchase from the Company, severally and not jointly,
at the time and place and at the purchase price to you set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite your name in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof, and upon acceptance hereof by you, this letter and such
acceptance hereof, including the provisions of the Standard Provisions incorporated herein by reference, shall constitute a binding agreement between you and the Company.
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| Very truly yours, | ||||||
| THE BANK OF NEW YORK
COMPANY, INC. | ||||||
| By: |
/s/ XXXXX XXX XXXX | |||||
| Name: Xxxxx Xxx Xxxx | ||||||
| Title: Senior Executive Vice President and Chief Financial Officer | ||||||
| Accepted as of the date hereof: | ||
| XXXXXXX, SACHS & CO. | ||
| /S/ XXXXXXX, XXXXX &
CO. | ||
| XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX Incorporated | ||
| By: |
/S/ XXXXXXX X. XXXXX | |
| Name: Xxxxxxx X. Xxxxx | ||
| Title: Managing Director | ||
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SCHEDULE I
(TO PRICING AGREEMENT)
| Underwriter |
Aggregate Amount of Securities Purchased Principal Designated to be | ||
| Xxxxxxx, Sachs & Co. |
$ |
125,000,000 | |
| Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated |
$ |
125,000,000 | |
| |
| ||
| $ |
250,000,000 | ||
| |
| ||
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SCHEDULE II
(TO PRICING AGREEMENT)
TITLE OF DESIGNATED
SECURITIES:
5.50% Senior Subordinated Notes due 2017
AGGREGATE PRINCIPAL AMOUNT OF DESIGNATED SECURITIES:
$250,000,000
INITIAL PUBLIC OFFERING PRICE OF DESIGNATED SECURITIES:
$249,535,000 (or 99.814% of the principal amount of the Designated Securities)
PURCHASE PRICE TO THE UNDERWRITERS OF DESIGNATED SECURITIES:
$248,575,000 (or 99.430% of the principal amount of the Designated Securities)
COMPENSATION OF UNDERWRITERS:
$960,000 (or 0.384% of the principal amount of the Designated Securities)
FORM OF
DESIGNATED SECURITIES:
Book-entry only form represented by one security deposited
with The Depository Trust Company (“DTC”) or its designated custodian to be made available for checking by you at least twenty-four hours prior to the Time of Delivery at the office of DTC or such custodian.
REGISTRATION STATEMENT:
Registration Statement File Numbers: 333-89586, 000-00000-00, 000-00000-00, 000-00000-00, and 000-00000-00
OTHER TERMS OF DESIGNATED SECURITIES:
The Designated Securities shall have the terms set forth in the Prospectus Supplement dated November 5, 2002 to the Prospectus dated June 10, 2002.
TIME OF DELIVERY:
November 13, 2002
CLOSING LOCATION:
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Pillsbury Winthrop LLP
Xxx Xxxxxxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
NAME AND ADDRESS OF REPRESENTATIVES:
Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
0 Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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