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BK > SEC Filings for BK > Form 8-K on 5-Jul-2007All Recent SEC Filings

Show all filings for BANK OF NEW YORK MELLON CORP



Material Modification to Rights of Security Holders, Financial State

Item 3.03 Material Modification to Rights of Security Holders.

On July 2, 2007, The Bank of New York Mellon Corporation (the "Registrant") filed a Certificate of Designations for its Non-Cumulative Preferred Stock, Series A, $100,000 liquidation preference per share (the "Series A Preferred Stock"). The Preferred Stock was authorized in connection with the June 19, 2007 issuance in a public offering by Mellon Capital IV (the "Trust"), at that time a subsidiary of Mellon Financial Corporation ("Mellon"), of 500,000 of its 6.244% Fixed-to-Floating Rate Normal Preferred Capital Securities ("Normal PCS"), having a stated amount of $1,000 per Normal PCS, for aggregate proceeds before expenses and underwriting commissions of $500,000,000. Each Normal PCS corresponded to (i) $1,000 principal amount of Remarketable 6.044% Junior Subordinated Notes due 2043 (the "Junior Subordinated Notes") issued by Mellon and owned by the Trust and (ii) a 1/100thinterest in a Stock Purchase Contract under which the Trust is obligated to purchase, and Mellon was obligated to sell, on the Stock Purchase Date determined pursuant to the Stock Purchase Contract, one share of Mellon 's Non-Cumulative Preferred Stock, Series L, $100,000 liquidation preference per share (the "Mellon Preferred Stock"). The Normal PCS were fully and unconditionally guaranteed, to the extent described in Mellon's and the Trust's prospectus supplement dated June 12, 2007, by Mellon. On July 1, 2007 (the "Effective Date"), each of Mellon and The Bank of New York Company, Inc. ("BNY") merged with and into the Registrant, with the Registrant as the surviving corporation in each case (collectively, the "Merger"). In the Merger, by operation of law, the Registrant assumed all prior debts, liabilities and duties of Mellon and BNY as if those debts, liabilities and duties had been incurred or contracted by it. As a result, the Registrant filed the Certificate of Designations for the Series A Preferred Stock, which will be issued in connection with the settlement of the Stock Purchase Contracts rather than Mellon Preferred Stock. Upon the issuance of the Series A Preferred Stock, the ability of the Registrant to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock or preferred stock will be subject to certain restrictions. These restrictions are set forth in the Certificate of Designations establishing the terms of the Preferred Stock.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are filed with this report on Form 8-K:

(d) Exhibits.

Number     Description
4.1        Certificate Of Designations of Series A Noncumulative Preferred Stock
           $0.01 Par Value of The Bank of New York Mellon Corporation.

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