NYSE Group, Inc. – ‘425’ on 11/18/05 re: Archipelago Holdings Inc

On:  Friday, 11/18/05, at 5:19pm ET   ·   Accession #:  898822-5-1389   ·   File #:  1-32274

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Business-Combination Transaction Communication   —   Rule 425
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 425         November 18, 2005                                      2     16K 

Document Table of Contents

425
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                                                       Filed by NYSE Group, Inc.
              Pursuant to Rule 425 under the Securities Act of 1933, as amended,
                                 and deemed filed pursuant to Rule 14a-12 of the
                                     Securities Exchange Act of 1934, as amended

                                                              Subject Companies:
                                                   New York Stock Exchange, Inc.
                                                      Archipelago Holdings, Inc.
                                                 (Commission File No. 001-32274)

                                                         Date: November 18, 2005

On November 17, 2005, the New York Stock Exchange, Inc. posted the following    
news release on its website:                                                    

* * * 

NYSE SELECTS CITIGROUP CORPORATE AND INVESTMENT BANKING AS INDEPENDENT FINANCIAL
EXPERT TO PROVIDE OPINION ON FAIRNESS OF PROPOSED NYSE/ARCHIPELAGO MERGER       

  NEW YORK, Nov. 17, 2005 - The New York Stock Exchange, with consent of
plaintiffs' attorneys representing ten Exchange Members, has selected Citigroup 
Corporate and Investment Banking as independent financial expert to provide an  
opinion on the fairness of the proposed NYSE/Archipelago merger. Under the      
settlement terms, the opinion is to be delivered to New York State Supreme Court
Justice Charles E. Ramos by Nov. 23, 2005. Upon delivery to the Court, the      
Exchange will make the opinion available to NYSE Members. Consistent with the   
settlement terms, the Dec. 6 Member meeting and vote on the transaction can then
go forward.                                                                     

425
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Important Acquisition Information With Respect To The Merger                    

In connection with the proposed merger of the New York Stock Exchange, Inc.     
("NYSE") and Archipelago Holdings, Inc. ("Archipelago"), NYSE Group, Inc. has   
filed a registration statement on Form S-4 with the Securities and Exchange     
Commission (SEC) containing a joint proxy statement/prospectus regarding the    
proposed transaction. The parties have filed other publicly available relevant  
documents concerning the proposed transaction with the SEC. The SEC declared the
Registration Statement effective on November 3, 2005.                           

NYSE MEMBERS AND ARCHIPELAGO STOCKHOLDERS ARE URGED TO READ THE FINAL JOINT     
PROXY STATEMENT/ PROSPECTUS REGARDING THE PROPOSED TRANSACTION BECAUSE IT       
CONTAINS IMPORTANT INFORMATION.                                                 

NYSE members and Archipelago stockholders can obtain a free copy of the final   
joint proxy statement/ prospectus, as well as other filings containing          
information about NYSE and Archipelago without charge, at the SEC's website     
(http://www.sec.gov). Copies of the final joint proxy statement/prospectus can  
also be obtained, without charge, by directing a request to the Office of the   
Corporate Secretary, NYSE, 11 Wall Street, New York 10005, 212-656-2061 or to   
Archipelago, Attention: Investor Relations, at 100 S. Wacker Drive, Suite 1800, 
Chicago, Illinois 60606 or calling (888) 514-7284.                              

The NYSE, Archipelago and their respective directors and executive officers and 
other members of management and employees may be deemed to be participants in   
the solicitation of proxies from Archipelago stockholders in respect of the     
proposed transaction. Information regarding Archipelago's directors and         
executive officers is available in Archipelago's proxy statement for its 2005   
annual meeting of stockholders, dated March 31, 2005.                           

Additional information regarding the interests of such potential participants is
included in the joint proxy statement/prospectus and the other relevant         
documents filed with the SEC. This correspondence shall not constitute an offer 
to sell or the solicitation of an offer to buy any securities, nor shall there  
be any sale of securities in any jurisdiction in which such offer, solicitation 
or sale would be unlawful prior to registration or qualification under the      
securities laws of any such jurisdiction. No offering of securities shall be    
made except by means of a prospectus meeting the requirements of Section 10 of  
the Securities Act of 1933, as amended.                                         

Forward-Looking Statements                                                      

Certain statements in this correspondence may contain forward-looking           
information regarding the NYSE and Archipelago and the combined company after   
the completion of the transactions that are intended to be covered by the safe  
harbor for "forward-looking statements" provided by the Private Securities      
Litigation Reform Act of 1995. These statements include, but are not limited to,
the benefits of the business combination transaction involving NYSE and         
Archipelago, including future financial and operating results, the new company's
plans, objectives, expectations and intentions and other statements that are not
historical facts. Such statements are based upon the current beliefs and        
expectations of NYSE's and Archipelago's management and are subject to          
significant risks and uncertainties. Actual results may differ from those set   
forth in the forward-looking statements.                                        

The following factors, among others, could cause actual results to differ from  
those set forth in the forward-looking statements: the ability to obtain        
governmental approvals of the transaction on the proposed terms and schedule;   
the failure of NYSE members or Archipelago shareholders to approve the          
transaction; the risk that the businesses will not be integrated successfully;  
the risk that the cost savings and any other synergies from the transaction may 
not be fully realized or may take longer to realize than expected; disruption   
from the transaction making it more difficult to maintain relationships with    
customers, employees or suppliers; competition and its effect on pricing,       
spending, third-party relationships and revenues; social and political          
conditions such as war, political unrest or terrorism; general economic         
conditions and normal business uncertainty. Additional risks and factors are    
identified in Archipelago's filings with the Securities Exchange Commission,    
including its Report on Form 10-K for the fiscal year ending December 31, 2004  
which is available on Archipelago's website at http://www.Archipelago.com, and  
the Registration Statement on Form S-4 filed by NYSE Group, Inc. with the SEC on
July 21, 2005 (and amended on September 24, 2005, October 24, 2005 and November 
3, 2005).                                                                       

You should not place undue reliance on forward-looking statements, which speak  
only as of the date of this document. Except for any obligation to disclose     
material information under the Federal securities laws, none of the NYSE,       
Archipelago or the combined company after the completion of the transactions    
undertake any obligation to release publicly any revisions to any               
forward-looking statements to reflect events or circumstances after the date of 
this document.                                                                  

Contact: Rich Adamonis                                                          

Phone: 212-656-2140                                                             

Email:  radamonis@nyse.com                                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘425’ Filing		Date		First		Last			Other Filings
		11/23/05		1					8-K
Filed on:		11/18/05		1					425
		11/17/05		1					425,  8-K
		11/3/05		2					4,  425,  S-4/A
		10/24/05		2					3/A,  4,  425,  8-K,  S-4/A,  SC 13D/A
		9/24/05		2
		7/21/05		2					425,  8-K,  S-4
		3/31/05		2					10-Q,  4,  425,  DEF 14A
		12/31/04		2					10-K
									List all Filings