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BK > SEC Filings for BK > Form 8-K on 23-Jun-2009All Recent SEC Filings

Show all filings for BANK OF NEW YORK MELLON CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for BANK OF NEW YORK MELLON CORP


23-Jun-2009

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Oth


ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On June 17, 2009, The Bank of New York Mellon Corporation (the "Company") repurchased all 3,000,000 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series B, $0.01 par value and a liquidation preference of $1,000 per share (the "Series B Preferred Shares"), that it issued and sold to the United States Department of the Treasury (the "U. S. Treasury") on October 28, 2008, as part of the U.S. Treasury's Troubled Asset Relief Program Capital Purchase Program. The Company paid the U.S. Treasury a repurchase price of $3,036,250,000 which equals the full $3,000,000,000 liquidation amount of the Series B Preferred Shares plus $36,250,000 with respect to accrued but unpaid dividends through the date of repurchase (the "Repurchase"). On June 18, 2009, the Company filed a Certificate of Elimination with the Secretary of State of the State of Delaware which, effective upon filing, eliminated all references in the Company's Restated Certificate of Incorporation to the Series B Preferred Shares. A copy of the Certificate of Elimination is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.03.



ITEM 8.01. OTHER EVENTS.

On June 17, 2009, the Company issued a press release in connection with the Repurchase. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

Including $36,250,000 paid with respect to dividends in connection with the Repurchase, the Company has paid the U.S. Treasury an aggregate of $95,416,666.67 in dividends on the Series B Preferred Shares since October 28, 2008. The Company also intends to notify the U.S. Treasury of its intent to repurchase, at fair market value, the ten-year warrant to purchase approximately 14.5 million shares of the Company's common stock issued to the U.S. Treasury in connection with the Series B Preferred Shares.




ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

  (d) EXHIBITS.




Exhibit
Number    Description
3.1       Certificate of Elimination of Series B Preferred Shares.

99.1      Press release dated June 17, 2009, relating to the matter referenced in
          Item 8.01 above.


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