EXHIBIT 1.1
Pricing Agreement
August 28, 0000
Xxxx xx Xxxxxxx Securities LLC
Bank of America Corporate Center
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 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, 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.
Very truly yours,
The Bank of New York Company, Inc.
/s/ Xxxxxx X. Xxxxxx
By:____________________________________
Name: Xxxxxx X. Xxxxxx
Title: Comptroller
Accepted as of the date hereof:
Banc of America Securities LLC
/s/ Xxxx Xxxxx
By:_______________________________
Name: Xxxx Xxxxx
Title: Principal
SCHEDULE I
(TO PRICING AGREEMENT)
Aggregate Principal
Amount of Designated
Securities to be
Underwriter Purchased
---------------------------------------- ------------------------------
Banc of America Securities LLC .......... $250,000,000
SCHEDULE II
(TO PRICING AGREEMENT)
Title of Designated Securities:
4.25% Fixed Rate/Floating Rate Senior Subordinated Notes due 2012
Aggregate Principal Amount of Designated Securities:
$250,000,000
Initial Public Offering Price of Designated Securities:
$249,620,000 (or 99.848% of the principal amount of the Designated
Securities)
Purchase Price to the Underwriters of Designated Securities:
$248,332,500 (or 99.333% of the principal amount of the Designated
Securities)
Compensation of Underwriters:
$1,287,500 (or 0.515% 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
Maturity Date:
September 4, 2012
Redemption Date:
The Designated Securities can be redeemed, at the option of the
Company, in whole or in part, beginning September 4, 2007, on each
interest payment date (including September 4, 2007), upon notice to the
holders of the Designated Securities of not less than 15 days and not
more than 30 days prior to the redemption date.
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Interest Rate:
From September 4, 2002 to September 3, 2007: 4.250%
From September 4, 2007 to September 4, 2012 (if not redeemed): 3-month
LIBOR plus 148 basis points
Interest Payment Dates:
From September 4, 2002 to September 3, 2007: Semi-annually - March 4
and September 4, commencing March 4, 2003
From September 4, 2007 to September 4, 2012 (if not redeemed):
Quarterly - March 4, June 4, September 4 and December 4, commencing
December 4, 2007
Other Terms of Designated Securities:
The Designated Securities shall have such other terms as set forth in
the Prospectus Supplement dated August 28, 2002 to the Prospectus dated
June 10, 2002
Time of Delivery:
September 4, 2002
Closing Location:
Pillsbury Winthrop LLP
Xxx Xxxxxxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
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