BNY CAPITAL II
THE BANK OF NEW YORK COMPANY, INC.
00 XXXX XXXXXX
XXX XXXX, XXX XXXX 00000
PRICING AGREEMENT
To the Underwriters named in
Schedule I hereto
c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
World Financial Center
Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
June 2, 1997
Ladies and Gentlemen:
BNY Capital II, a statutory business trust formed under the laws of the
State of Delaware (the "Designated Trust") and The Bank of New York Company,
Inc., a New York corporation (the "Company"), propose, subject to the terms and
conditions stated herein and in the Underwriting Agreement Standard Provisions
(December 1996), a copy of which is attached hereto as Annex II (the "Standard
Provisions"), to issue and sell to the Underwriters named in Schedule I hereto
(the "Underwriters") the preferred securities of the Designated Trust specified
in Schedule II hereto. The Firm Designated Securities are herein referred to as
the "Designated Securities." 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 Representative herein and to the
Representatives in the provisions of the Standard Provisions so incorporated by
reference shall be deemed to refer to you. Capitalized terms used herein but not
defined herein shall have the meanings assigned to them in the Standard
Provisions or the Prospectus Supplement, as the case may be. The Representative
designated to act on behalf of each of the Underwriters of the Designated
Securities pursuant to Section 12 of the Standard Provisions and the address of
the Representative referred to in such Section 12 are set forth at the end of
Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, 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 Designated Trust
agrees to issue and sell to
each of the Underwriters, and each of the Underwriters agrees, severally and not
jointly, to purchase from the Designated Trust, at the time and place and at the
purchase price to the Underwriters set forth in Schedule II hereto, the number
of Firm Designated Securities set forth opposite the name of such Underwriter in
Schedule I hereto.
At the Time of Delivery, Ernst & Young LLP shall have furnished to you
a letter or letters, dated the date of delivery thereof, in form and substance
satisfactory to the Representative, to the effect set forth in Annex I hereto.
By executing this Pricing Agreement in connection with the offering of
Designated Securities, you hereby agree that delivery of such letter shall
satisfy the condition set forth in Section 7(g) of the Standard Provisions.
For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934,
as amended, June 5, 1997 shall be the date for the payment of funds and delivery
of securities pursuant to the offering contemplated by and the Prospectus
Supplement related to the Designated Securities.
If the foregoing is in accordance with your understanding, please sign
and return to us eleven counterparts hereof, and upon acceptance hereof by you,
on behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Standard Provisions incorporated herein by
reference, shall constitute a binding agreement between each of the
Underwriters, the Designated Trust and the Company. It is understood that your
acceptance of this letter on behalf of each of the Underwriters is or will be
pursuant to the authority set forth in a form of Agreement among Underwriters,
the form of which shall be submitted to the Company for examination upon
request, but without warranty on the part of the Representative as to the
authority of the signers thereof.
Very truly yours,
THE BANK OF NEW YORK COMPANY, INC.
By:/s/ Xxxx X. Xxxxxxxxxx
-------------------------------
Name:
Title:
BNY CAPITAL II
By: The Bank of New York Company,
Inc., as Depositor
By:/s/ Xxxx X. Xxxxxxxxxx
-------------------------------
Name:
Title:
Accepted as of the date hereof:
As Representatives of the Underwriters
Named in Schedule I hereto
XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By:/s/ Xxxxxxx Xxxxxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Associate
XXXXXX XXXXXXX & CO. INCORPORATED
By:/s/ Xxxxxxx Xxxxx
----------------------------------
Name:
Title:
On behalf of each of the Underwriters
named on Schedule I hereto
SCHEDULE I
Number of
Designated
Securities to
Underwriter be Purchased
----------- -------------
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated 2,070,000
Xxxxxx Xxxxxxx & Co. Incorporated 2,070,000
X.X. Xxxxxxx & Sons, Inc. 2,060,000
PaineWebber Incorporated 2,060,000
Prudential Securities Incorporated 2,060,000
Xxxxx Xxxxxx Inc. 2,060,000
Bear, Xxxxxxx & Co. Inc. 100,000
Alex. Xxxxx & Sons Incorporated 100,000
Xxxxx & Company 100,000
Xxxx Xxxxxxxx Incorporated 100,000
Xxxxxx, Read & Co. Inc. 100,000
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation 100,000
EVEREN Securities, Inc. 100,000
The Ohio Company 100,000
Xxxxxxxxxxx & Co., Inc. 100,000
Xxxxx Xxxxxxx Inc. 100,000
Xxxxxxx Xxxxx & Associates, Inc. 100,000
Xxxxxx Xxxxxxx Incorporated 100,000
Wheat, First Securities, Inc. 100,000
Advest, Inc. 80,000
Xxxxxx X. Xxxxx & Co. Incorporated 80,000
X.X. Xxxxxxxx & Co. 80,000
Xxxxxxxxxx & Co. Inc. 80,000
First Albany Corporation 80,000
Gibraltar Securities Co. 80,000
Gruntal & Co., Incorporated 80,000
J.J.B. Xxxxxxxx, X. X. Xxxxx, Inc. 80,000
Interstate/Xxxxxxx Lane Corporation 80,000
Xxxxxx Xxxxxxxxxx Xxxxx Inc. 80,000
Xxxxxxxxxx Xxxx & Xxxx Incorporated 80,000
Xxxxxxx, Cabot & Co. 80,000
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated 80,000
XxXxxxxx & Company Securities, Inc. 80,000
XxXxxx, Xxxxx & Co., Inc. 80,000
Mesirow Financial, Inc. 80,000
Xxxxxx Xxxxxx & Company, Inc. 80,000
Xxxxx X. Xxxxx & Company 80,000
Olde Discount Corporation 80,000
Principal Financial Securities, Inc. 80,000
Xxxxxxxx Xxxxxx Refsnes, Inc. 80,000
The Xxxxxxxx-Xxxxxxxx Company, Inc. 80,000
Xxxxx & Co., LLC 80,000
Xxxxx & Xxxxxxxxxxxx, Inc. 80,000
Xxxxxxxx Inc. 80,000
Xxxxxx, Xxxxxxxx & Company, Incorporated 80,000
Stone & Xxxxxxxxx 80,000
US Clearing Corp. 80,000
Xxxxxxxx Capital Partners, L.P. 80,000
------
16,000,000
==========
SCHEDULE II
DESIGNATED TRUST:
BNY Capital II
TITLE OF DESIGNATED SECURITIES:
7.80% Trust Preferred Securities, Series C
LIQUIDATION AMOUNT OF THE DESIGNATED SECURITIES
$25 per Designated Security ($400,000,000 in the aggregate)
AGGREGATE PRINCIPAL AMOUNT:
Aggregate liquidation amount of Firm Designated
Securities: $400,000,000
INITIAL OFFERING PRICE TO PUBLIC
100% of the liquidation amount of the Designated Securities
PURCHASE PRICE BY UNDERWRITERS:
100% of the liquidation amount of the Designated Securities
UNDERWRITERS' COMPENSATION:
$.7875 per Designated Security ($12,600,000 in the aggregate)
FORM OF DESIGNATED SHARES:
Book-entry only form represented by one or more global securities
deposited with The Depository Trust Company ("DTC") or its designated
custodian, to be made available for checking by the Representative at
least twenty-four hours prior to the Time of Delivery at the office of
DTC.
ACCOUNT FOR PAYMENT OF PURCHASE PRICE:
BNY Capital II
Acct. No. 6301554557 at
The Bank of New York
ABA No. 000000000
TRUST AGREEMENT:
Amended and Restated Trust Agreement dated as of June 5, 1997, between
the Company and the Trustees named therein.
GUARANTEE:
Guarantee Agreement, dated as of June 5, 1997, between Company and
Guarantee Trustee.
SUBORDINATED DEBENTURES:
7.80% Junior Subordinated Debentures, Series C
MATURITY:
September 1, 2027 (subject to shortening such maturity to a date not
earlier than June 1, 2012 and extending such period to a date not later
than September 1, 2046)
INTEREST RATE:
7.80%
INTEREST PAYMENT DATES:
March 1, June 1, September 1 and December 1
DEFERRAL PERIOD:
The Company has the right to defer payment of interest on the
Designated Securities at any time or from time to time for a period not
exceeding 20 consecutive quarters with respect to each deferral period.
REDEMPTION PROVISIONS:
Not redeemable prior to September 1, 2002 except upon the occurrence of
a Tax Event or a Capital Treatment Event.
Special Event Redemption. Upon the occurrence of a Tax Event or a
Capital Treatment Event, redeemable (in whole but not in part) at a
price equal to 100% of the Liquidation Amount of such Series C Trust
Preferred Securities plus accumulated and unpaid Distributions to but
excluding the date fixed for redemption.
Optional Redemption. Redeemable after September 1, 2002 (in whole or in
part) at a price equal to 100% of the Liquidation Amount of such Series
C Trust Preferred Securities plus accumulated and unpaid Distributions
to but excluding the date fixed for redemption.
SINKING FUND PROVISIONS:
No sinking fund provisions.
EXCHANGE FOR DESIGNATED SECURITIES
The Subordinated Debentures may be delivered in exchange for the
Designated Securities as provided in the Prospectus Supplement.
TIME OF DELIVERY:
9:00 a.m., New York City time, June 5, 1997
CLOSING LOCATION:
Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx
NAME AND ADDRESS OF REPRESENTATIVES:
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
World Financial Center
Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
