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): August 28, 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
Five 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
4.25% Fixed Rate/Floating Rate Senior Subordinated Notes due 2012 (the "Notes"),
issuable under an Indenture (the "Indenture"), dated as of October 1, 1993
between the Company and J.P. Morgan Trust Company, National Association. The
exhibits consist of the Pricing Agreement (which incorporates the Underwriting
Agreement Standard Provisions (August 2002)), dated August 28, 2002, between
Company and Banc of America Securities LLC as Underwriter (the "Pricing
Agreement"); the Underwriting Agreement Standard Provisions (August 2002) (the
"Underwriting Agreement"), the Form of Note; an Officers' Certificate pursuant
to Section 301 of the Indenture; 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:
1.1 Pricing Agreement.
1.2 Underwriting Agreement.
4.1 Form of Registrant's Fixed Rate/Floating Rate Senior Subordinated
4.25% Note due 2012.
4.2 Officers' Certificate pursuant to Section 301 of
the Indenture.
5.1 Opinion of Paul A. Immerman, Esq.
23.1 Consent of Paul A. Immerman, Esq. (included in
Exhibit 5.1)
SIGNATURE
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 thereunto duly authorized.
Date: September 4, 2002
The Bank of New York Company, Inc.
By: /s/ Thomas J. Mastro
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Name: Thomas J. Mastro
Title: Comptroller