Bank of New York Co Inc · 424B3 · On 2/21/03

Filed On 2/21/03 3:47pm ET   ·   SEC File 333-89586   ·   Accession Number 9626-3-12

Prospectus   ·   Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Retail022103                                           5     26K 

Document Table of Contents

424B3
1st Page of 5
TOC
Top
Previous
Next
Bottom
Just 1st
 
Sponsored Ads...


Filed under Rule 424(b)(3), Registration Statement Number 333-89586,            
333-89586-01, 333-89586-02, 333-89586-03, 333-89586-04                          
Pricing Supplement dated February 21, 2003 (To Prospectus dated June 10, 2002   
and Prospectus Supplement dated June 26, 2002)                                  

THE BANK OF NEW YORK COMPANY, INC.                                              

Senior Subordinated Medium-Term Notes Series F                                  
(U.S. $ Fixed Rate)                                                             

_______________________________________________________________________________ 

CUSIP Number: 06406JCQ6                                                         
Aggregate Principal Amount:$6,859,000                                           
Price to Public: 100%                                                           
Agent's Discount: 2%                                                            
Proceeds Before Expenses: 98%                                                   
Trade Date: 2/21/03                                                             
Issue Date: 2/26/03                                                             
Interest Rate Per Annum: 5.35%                                                  
Interest Payment Dates and Frequency: Semi-annually, on the 15th day of each    
February and August, commencing August 15, 2003.                                
Stated Maturity Date: 2/15/18                                                   
Redemption Information:  The Notes are redeemable prior to maturity at our      
option, in whole or in part, on February 15, 2006 and each Interest Payment     
Date thereafter upon 30 calendar days notice, at a price equal to 100% of the   
Notes being redeemed plus accrued interest thereon to the redemption date.      
Repayment Information: The Notes can be repaid prior to maturity at the option  
of the holder of the Notes under the circumstances, at the times and at the     
price set forth below under "Repayment - Survivor's Option."                    
Agent:  Merrill Lynch, Pierce, Fenner & Smith Incorporated, as principal.       
Minimum Denominations: $1,000                                                   
Original Issue Discount: 0%                                                     
Other Provisions: The defeasance and covenant defeasance provisions of the      
Indenture described under "Description of Senior Debt Securities and Senior     
Subordinated Debt Securities -- Defeasance and Covenant Defeasance" in the      
Prospectus will apply to the Notes.                                             

All trades settle without accrued interest and clear SDFS: DTC Book-Entry Only  
Merrill Lynch Participant Number: 5132                                          

See "Risk Factors" beginning on page 2, and in the accompanying   
Prospectus Supplement to read about factors you should consider before          
investing in any Notes.                                                         

 _______________

   Merrill Lynch & Co.
 _______________

424B3
2nd Page of 5
TOC
1st
Previous
Next
Bottom
Just 2nd

  RISK FACTORS

     Your investment in these Notes involves certain risks, not all of which
are described below.  In consultation with your own financial and legal         
advisers, you should carefully consider, among other matters, the following     
discussion of risks before deciding whether an investment in the Notes is       
suitable for you.  The Notes are not an appropriate investment for you if you   
are unsophisticated with respect to the significant components of the Notes or  
financial matters generally.  You should not purchase the Notes unless you      
understand and know you can bear all of the investment risks involving the      
Notes.                                                                          

There May Not Be Any Trading Market for Your Notes                              

    Upon issuance, your Notes will not have an established trading market.
We cannot assure you that a trading market for your Notes will ever develop or  
be maintained if developed.  In addition to our creditworthiness, many factors  
affect the trading market for, and trading value of, your Notes.  These factors 
include:                                                                        

-   the method of calculating the principal, premium and interest in respect of 
your Notes,                                                             

-   the time remaining to the maturity of your Notes,                           

-   the outstanding amount of Notes related to your Notes,                      

-   the redemption features of your Notes, and                                  

-   the level, direction and volatility of market interest rates generally.     

   You should also be aware that there may be a limited number of buyers
when you decide to sell your Notes.  This may affect the price you receive for  
your Notes or your ability to sell your Notes at all.                           

Redemption May Adversely Affect Your Return on the Notes                        

Because your Notes are redeemable at our option beginning on      
February 15, 2006 and each Interest Payment Date thereafter on 30               
calendar days notice, we may choose to redeem your Notes at times when          
prevailing interest rates are relatively low.  As a result, you generally will  
not be able to reinvest the redemption proceeds in a comparable security at an  
effective interest rate as high as the Notes being redeemed.                    

Survivor's Option May Be Limited in Amount                                      

 We will have a discretionary right to limit the aggregate principal
amount of Notes subject to the Survivor's Option (as defined below) that may be 
exercised in any calendar year to an amount equal to the greater of (i)         
$5,000,000 or (ii) 5% of the outstanding principal amount of all Notes          
outstanding as of the end of the most recent calendar year.  We also have the   
discretionary right to limit to $500,000 in any calendar year the aggregate     
principal amount of Notes subject to a Survivor's Option that may be exercised  
in such calendar year on behalf of any individual deceased owner of a           
beneficial interest in a Note.  Accordingly, no assurance can be given that     
exercise of the Survivor's Option for the desired amount will be permitted in   
any single calendar year.                                                       

Our Credit Ratings May Not Reflect All Risks of an Investment in the Notes      

     The credit ratings of the program under which the Notes are offered may
not reflect the potential impact of all risks related to any trading market     
for, or trading value of, your Notes.  In addition, real or anticipated changes 
in our credit ratings will generally affect any trading market for, or trading  

424B3
3rd Page of 5
TOC
1st
Previous
Next
Bottom
Just 3rd

value of, your Notes.                                                           

REPAYMENT - SURVIVOR'S OPTION 

   A "Survivor's Option" is our agreement with the beneficial owner of a
Note to repurchase that Note, in whole or in part, at least six months after    
the Note's acquisition by a beneficial owner if requested, following the death  
of that beneficial owner.  Unless otherwise specified in the applicable         
pricing supplement, the estate of the deceased beneficial owner of a Note will  
be eligible for a Survivor's Option.                                            

 If a Survivor's Option is exercised, we will repay any Note that is
properly tendered for repayment by or on behalf of the person that has          
authority to act on behalf of the deceased owner of that Note under the laws of 
the appropriate jurisdiction at a price equal to 100% of the unpaid principal   
amount of the beneficial interest to be repaid, together with unpaid interest   
accrued thereon to the date of repayment.                                       

     We have the discretionary right to limit the aggregate principal amount
of Notes subject to a Survivor's Option that may be exercised in any calendar   
year (the "Annual Put Limitation") to an amount equal to the greater of (i)     
$5,000,000 or (ii) 5% of the outstanding principal amount of all Notes          
outstanding as of the end of the most recent calendar year.  We also have the   
discretionary right to limit the aggregate principal amount of Notes subject to 
a Survivor's Option that may be exercised in any calendar year on behalf of any 
individual deceased owner of a beneficial interest in a Note to $500,000 (the   
"Individual Put Limitation").  In addition, we will not permit the exercise of  
a Survivor's Option for an amount that is less than $1,000 or that will result  
in a Note with a principal amount of less than $1,000 to remain outstanding.    

      An otherwise valid election to exercise the Survivor's Option may not be
withdrawn.  Each election to exercise a Survivor's Option will be accepted in   
the order received, except for any Note the acceptance of which would           
contravene the Annual Put Limitation or the Individual Put Limitation.  Notes   
accepted for repayment pursuant to exercise of the Survivor's Option will be    
repaid no later than the first Interest Payment Date that occurs 20 or more     
calendar days after the date of the acceptance.  Each Note submitted for        
repayment that is not accepted in any calendar year due to the application of   
the Annual Put Limitation or the Individual Put Limitation will be deemed to be 
tendered on the first day of the following calendar year in the order in which  
all such Notes were originally tendered.  If a Note submitted for repayment     
pursuant to a valid election of the Survivor's Option is not accepted, the      
Paying Agent will deliver a written notice by first-class mail to the           
registered holder, at its last known address as indicated in the Security       
Register, that states the reason that particular Note has not been accepted for 
repayment.                                                                      

  Because the Notes will be represented by a global Note, DTC or its nominee
will be treated as the registered holder of the Notes and will be the only      
entity that can exercise the Survivor's Option for such Notes.  To obtain       
repayment pursuant to exercise of the Survivor's Option for a Note, the         
deceased owner's authorized person must provide the following items to DTC's    
participants ("Participants") through which the related beneficial interest is  
owned:                                                                          

-   a written instruction to such Participant to notify DTC of the authorized   
  person's desire to obtain repayment pursuant to exercise of the Survivor's
Option;                                                                 

-   appropriate evidence that (a) the deceased was the owner of a beneficial    
 interest in the related Note at the time of death and that the beneficial
   interest was purchased at least six months prior to the date of exercise of
  the Survivor's Option, (b) the death of the owner has occurred and (c) the
person has authority to act on behalf of the deceased owner;            

424B3
4th Page of 5
TOC
1st
Previous
Next
Bottom
Just 4th

-   if the beneficial interest in the related Note is held by a nominee of the  
deceased owner, a certificate from the nominee attesting to the deceased
owner's ownership of a beneficial interest in such Note;                

-   a written request for repayment signed by the authorized person for the     
 deceased owner with signature guaranteed by a member firm of a registered
 national securities exchange or of the National Association of Securities
Dealers, Inc. or a commercial bank or trust company having an office or 
correspondent in the United States;                                     

-   if applicable, a properly executed assignment or endorsement;               

-   tax waivers and any other instruments or documents reasonably required in   
   order to establish the validity of the ownership of the beneficial interest
in the related Note and the claimant's entitlement to payment; and      

-   any additional information reasonably required to document the ownership or 
 authority to exercise the Survivor's Option and to cause the repayment of
the related Note.                                                       

   In turn, the applicable Participant will deliver each of these items to the
Paying Agent, together with evidence satisfactory to the Paying Agent from the  
Participant stating that it represents the deceased owner of the beneficial     
interest in the related Note.                                                   

  Apart from our discretionary right to limit the aggregate principal amount
of Notes subject to a Survivor's Option that may be exercised in any one        
calendar year as described above, all other questions regarding the eligibility 
or validity of any exercise of the Survivor's Option will be determined by the  
Paying Agent, in its sole discretion, which determination will be final and     
binding on all parties.                                                         

The death of a person owning a Note in joint tenancy or tenancy by the  
entirety with another or others will be deemed the death of the owner of that   
Note, and the entire principal amount of the Note so owned will be subject to   
repayment.                                                                      

   The death of a person owning a Note by tenancy in common will be deemed the
death of an owner of that Note only with respect to the deceased owner's        
interest in that Note.  However, if a Note is held by husband and wife as       
tenants in common, the death of either spouse will be deemed the death of the   
owner of that Note, and the entire principal amount of the Note so owned will   
be subject to repayment.                                                        

The death of a person who, during his or her lifetime, was entitled to  
substantially all of the beneficial interests of ownership of a Note will be    
deemed the death of the owner of that Note if the beneficial interest can be    
established to the satisfaction of the Paying Agent.  The beneficial interest   
will be deemed to exist in typical cases of nominee ownership, ownership under  
the Uniform Transfers to Minors Act, community property or other joint          
ownership arrangements between a husband and wife and custodial and trust       
arrangements where one person has substantially all of the beneficial interests 
of ownership in a Note during his or her lifetime.                              

The applicable Participant will be responsible for disbursing payments  
received from the Paying Agent to the authorized person for the deceased owner. 

Definitive Notes are Notes which are represented by a paper certificate.
With respect to definitive Notes, the estate of the deceased owner of such a    
Note shall be required to deliver a properly completed notice of election to    
exercise any Survivor's Option to the Paying Agent in order to exercise such    
Survivor's Option.                                                              

424B3
Last Page of 5
TOC
1st
Previous
Next
Bottom
Just 5th

  Forms for the exercise of the Survivor's Option may be obtained from
the Paying Agent at its corporate trust office located at 101 Barclay Street,   
New York, NY 10286, attention: Marie Trimboli, telephone number: 212 815-6908.  

     If applicable, we will comply with the requirements of Section 14(e) of
the Securities Exchange Act of 1934, as amended, and the rules promulgated      
thereunder, and any other securities laws or regulations in connection with any 
repayment of Notes at the option of the registered holders thereof.             

  We may at any time purchase Notes at any price or prices in the open
market or otherwise.  Notes so purchased by us may, at our discretion, be held, 
resold or canceled.                                                             

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 424B3 Filing		Date		First		Last			Other Filings
		6/10/02		1
		6/26/02		1					424B3, 8-K
Filed On / Filed As Of		2/21/03		1
		8/15/03		1
		2/15/06		1		2			4, SC 13G
Top									List All Filings