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

On:  Friday, 11/18/05, at 5:17pm ET   ·   Accession #:  898822-5-1385   ·   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 17, 2005                                      6     32K 

Document Table of Contents

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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 16, 2005, after the close of business, the New York Stock
Exchange, Inc. posted the following bulletin on its website:                    

 * * *

 Special Membership Bulletin

DATE:             NOVEMBER 16, 2005                                             

TO:               NYSE MEMBERS                                                  

FROM:             RICHARD BERNARD                                               

RE:               TRANSFER OF SEATS TO FAMILY MEMBERS AND GRANTOR RETAINED      
ANNUITY TRUSTS                              

THIS SPECIAL MEMBERSHIP BULLETIN UPDATES THE MEMBERSHIP BULLETIN
 ON THIS TOPIC RECEIVED BY NYSE MEMBERS,
DATED NOVEMBER 11, 2005 (AVAILABLE FOR REFERENCE
 PURPOSES ONLY ON THIS WEBPAGE IN PDF FORMAT).

 THIS SPECIAL MEMBERSHIP BULLETIN SUPERSEDES ALL PRIOR MEMBERSHIP BULLETIN
 ON THE TOPIC REFERENCED IN THE "RE:" LINE ABOVE

In response to requests from members wishing to take advantage of tax-planning  
opportunities associated with the anticipated NYSE-Archipelago merger, NYSE will
be filing with the SEC for members to transfer their seats to a limited         
liability company (an "LLC") and then transfer interests in the LLC to family   
members and/or grantor retained annuity trusts, commonly known as GRATs. This   
plan, if approved, should create even greater tax planning flexibility for      
members than the previously announced plan, which was to permit transfers only  
to GRATs.                                                                       

Below is a Summary of Steps describing how these transfers would be effected.   
EACH DOCUMENT REQUIRED OF A MEMBER OR THE MEMBER'S LEGAL COUNSEL IS UNDERSCORED 
ON FIRST REFERENCE. IN ADDITION, DOCUMENTS HIGHLIGHTED IN BOLD MUST FOLLOW THE  
PROTOTYPE REQUIRED BY NYSE. THOSE PROTOTYPES ARE AVAILABLE AS THE "LLC PROTOTYPE
DOCUMENTS" POSTED ON THIS WEBPAGE (www.nyse.com/nysellc). After the Summary of  
Steps, there is information on how to submit the required documentation and the 
associated application and initiation fees. The final part of this Red Border   
concerns the impact of LLC structures on members who intend to vote in the      
merger via proxy.                                                               

BACKGROUND. An amendment of the NYSE Constitution (previously approved by the   
members) and a rule change (new NYSE Rule 301(e)) must become effective under   
SEC rules in order for NYSE to permit seats to be transferred to LLCs and for   
the LLC interests to be transferred to family members and/or placed in GRATs. We
expect to file our proposal with the SEC shortly. Text of the Constitutional    
amendment and the current proposed form of NYSE Rule 301(e) are available on    
this webpage. MEMBERS AND THEIR ADVISORS ARE URGED TO CHECK THIS WEBPAGE        
REGULARLY FOR UPDATES ON THE TRANSFER OF SEATS TO LLCS AND THE TRANSFER OF LLC  
UNITS TO FAMILY MEMBERS AND GRATS.                                              

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SUMMARY OF STEPS. If the filing becomes effective under SEC rules, the following
steps will be necessary for any member wishing to transfer his or her seat to an
LLC and to transfer LLC interests to family members and/or GRATs:               

                  (1)      Preparation of a draft CERTIFICATE OF FORMATION for a
                      single-owner, single-purpose LLC and a draft LLC
                         AGREEMENT containing special provisions required by
NYSE rules.               

                 (2)      Preparation of a draft DESIGNATION OF MANAGER of the
LLC.                      

                (3)      If the seat is leased, preparation of a draft LEASE
                           TERMINATION AND AGREEMENT to be used to terminate any
                        existing lease and create a new lease running from
                         the LLC to the existing lessee which will terminate
upon the merger.          

        (4)      Preparation of a draft MEMBERSHIP TRANSFER,
                          ACKNOWLEDGEMENT AND RELEASE, to be used for purposes
                          of effectuating the transfer of the seat to the LLC.

                 (5)      If the member plans to transfer LLC interests to one
                          or more GRATs, preparation of one or more draft GRAT
                      INSTRUMENTS, naming the initial Trustee thereof.

              (6)      Preparation of a draft DEED OF GIFT in respect of
                           each proposed transferee of LLC interests, specifying
                        the interest to be transferred to each transferee.

              (7)      Preparation of a draft TRANSFEREE AGREEMENT TO BE
                         BOUND in respect of each proposed transferee of LLC
interests.                

                (8)      Preparation of a draft QUALIFYING WRITTEN NOTICE TO
                          AND WAIVER BY NYSE AND THE LLC MANAGER pertaining to
the proposed transfer(s). 

               (9)      Preparation of a draft LETTER OF INSTRUCTION to be
        signed by the transferring member.

                  (10)     Preparation of legal counsel's FIRST-PHASE SUBMISSION
                          LETTER and draft SECOND-PHASE SUBMISSION LETTER. The
                      prescribed form of First-Phase Submission Letter
                          (used in connection with submitting draft documents)
                          includes a CERTIFICATE OF MEMBER, and the prescribed
                     form of Second-Phase Submission Letter (used in
                        connection with submitting executed documents that
                     have been approved in draft by NYSE) includes a
         SUPPLEMENTAL CERTIFICATE OF MEMBER.

                  (11)     Preparation of a REV. FORM U4 (06-2003) in respect of
                       the proposed LLC manager (unless the transferring
                        NYSE member will be the manager of his or her LLC)
                          and each proposed transferee of LLC interests (i.e.,
                           each GRAT trustee, other than the transferring member
                       if he or she is the GRAT trustee, and each family
member transferee) if the 

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                        transfer would change or create control of the LLC
                    within the meaning of the "control" definition
contained in NYSE Rule 2. 

                 (12)     Submission to NYSE's designated legal counsel of the
following documents:      

            (a)      First-Phase Submission Letter
                         (b)      Certificate of Member (with attached draft
  documents)
                         (c)      Rev. Form U4 (06-2003) for each transferee
                             for which this submission is required
                           (d)      Application fee ($5,000, by check payable to
                     New York Stock Exchange,Inc.)
                          (e)      Initiation fee ($5,075, by check payable to
                      New York Stock Exchange, Inc.)
                           (f)      Advance against legal fees ($5,000, by check
                                 payable to New York Stock Exchange, Inc.)

                      NYSE will not charge a lease transition fee. The
                      initiation fee will be refunded if the NYSE rule
                         change permitting transfers to LLCs does not become
                       effective or if NYSE denies a member's request to
                       transfer his or her seat to an LLC. The legal fee
                          advance will be applied against NYSE's legal fees in
                           connection with processing and approving the member's
                          request to transfer his or her seat to an LLC and to
                      transfer LLCs units to GRATs or individuals. The
                         legal fee advance is refundable by NYSE only to the
                         extent that its fees for processing and approving a
                       particular member's request are less than $5,000.
                        Further payments by the member may be necessary in
                         order to reimburse NYSE fully for its legal fees in
                           connection with processing and approving the member's
request.                  

                 (13)     If NYSE approves the request made in the First-Phase
                        Submission Letter, issuance by NYSE of a Letter of
Provisional Approval.     

               (14)     Formation of the LLC, execution of those documents
                 identified above which were not executed in
                     connection with the First-Phase Submission, and
                          submission to NYSE's designated legal counsel of the
following documents:      

             (a)      Second-Phase Submission Letter
                       (b)      Supplemental Certificate of Member (with
                              attached copies of executed documents)
                       (c)      Membership Transfer, Acknowledgement and
          Release (executed)
                         (d)      Qualifying Written Notice to and Waiver by
                           NYSE and the LLC Manager (duplicate
                             originals) (not yet executed by NYSE)
               (e)      Letter of Instruction (executed)

                 (15)     Issuance by NYSE of a Letter of Confirmation stating
                          that the LLC has been substituted for the member and
     is a Limited Transfer Member of

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                        NYSE within the meaning of NYSE's Constitution and
                     approving those transfers of LLC interests that
require NYSE approval.    

NYSE APPROVAL OF TRANSFEREES OF LLC INTERESTS. A transferee of LLC interests    
will require NYSE approval (and as such will require the submission of Rev. Form
U4 (06-2003) as described above) if the transferee will receive a controlling   
interest in the LLC or if the transferor will relinquish control. Generally     
speaking, an interest will be a controlling interest if it is 25% or more of the
voting or profits interest in the LLC or if it includes a veto power over any   
actions by the LLC. For these purposes, transfers to multiple family members    
and/or GRATs ordinarily will not be aggregated for purposes of applying the 25% 
threshold, but those transfers may nonetheless require approval if they confer  
veto rights on any one or more transferees or if there is a voting trust. Also, 
if the aggregate of proposed transfers would reduce the member's voting or      
profits interest in the LLC to 50% or less, NYSE approval of the transferees    
will be required, even if no particular transferee will receive a controlling   
interest.                                                                       

DEFINITION OF FAMILY MEMBERS. For purposes of the merger, the term "family      
member" refers to a member's spouse, domestic partner, child, stepchild,        
grandchild, parent, parent-in-law, grandparent, brother, sister, uncle, aunt,   
cousin, nephew or niece. This definition is derived from "lock-up" provisions   
that will apply to NYSE Group, Inc. shares after the merger. Under the          
NYSE-Related Provisions of each LLC Agreement, the "lock-up" limitations on NYSE
Group, Inc. shares will apply to transfers of interests in the LLC as long as   
the LLC holds NYSE Group, Inc. shares subject to the "lock-up."                 

REQUIRED DOCUMENTATION. All prototypes are available through this webpage in    
Word and in PDF formats, other than Rev. Form U4 (06-2003), which is available  
only in PDF format. All submissions must substantially follow the prototypes or 
they will be rejected.                                                          

Although NYSE has not promulgated proposed forms for the other required         
documents, NYSE urges members and their advisors to opt for straightforward     
documentation that will facilitate review by NYSE staff and outside counsel.    
Please note, as we have stated before, that NYSE's outside counsel fees incurred
in the review of these documents will be billed back to members based on the    
amount of time spent on a particular member's LLC-related documentation.        

QUESTIONS. Questions concerning legal documentation should be directed to       
Alexander Lewis, Esq. (212-336-2825) or John Sare, Esq. (212-336-2760) at       
Patterson, Belknap, Webb & Tyler LLP. Questions concerning Rev. Form U4         
(06-2003) disclosures should be directed to Steven L. Fuller, NYSE's Director of
Membership Services (212-656-2071).                                             

SUBMISSION OF DOCUMENTS. Each phase of the submissions submitted first via email
in a SINGLE PDF, emailed to NYSE's designated legal counsel, Patterson, Belknap,
Webb & Tyler LLP, at nysellc@pbwt.com. Please do not use that email address for 
the submission of questions. A hard copy of each submission should be sent by   
regular mail, Federal Express or Express Mail to John Sare, Esq., Patterson,    
Belknap, Webb & Tyler LLP, 1133 Avenue of the Americas, New York, NY 10036. The 
hard copy should include the required checks, a signed ORIGINAL of the          
First-Phase or Second-Phase Submission Letter (as appropriate) and Certificate  
of Member, and all other originals and copies that are required.                

LIMITATIONS. We urge members to submit draft documentation, disclosures and     
executed documentation (each, a "Request") as soon as possible. NYSE offers no  
assurances that its                                                             

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review of the Request will be completed in advance of any particular date or    
event. NYSE offers no assurances when or if NYSE Rule 301(e) will become a final
Rule of NYSE. NYSE's approval or disapproval of transfers of NYSE seats to LLCs 
and transfers of interests in those LLCs to third parties is within NYSE's sole 
and absolute discretion, subject to the provisions of applicable law and the    
governing documents of NYSE. NYSE has undertaken to facilitate the transfer of  
NYSE seats to LLCs and the transfer of interests in those LLCs to certain trusts
and individuals solely as a courtesy and convenience to NYSE members and neither
it nor its outside counsel assumes any obligations or duties in so doing. NYSE  
may approve or disapprove drafts and documents submitted in connection with the 
Request in its discretion, including without limitation drafts and documents    
that follow forms, samples or prototypes NYSE has provided. NYSE takes no       
position as to whether, when or on what terms NYSE members should or should not 
transfer their seats to LLCs or whether, when or on what terms NYSE members     
should or should not transfer interests in those LLCs to third parties. Neither 
NYSE nor its outside counsel is undertaking to provide legal, tax or financial  
advice to NYSE members. NYSE disclaims any and all responsibility for members'  
legal fees or other costs or expenses associated with transferring seats to LLCs
or transferring interests in those LLCs to third parties, including without     
limitation any possible tax benefits which a member for any reason is unable to 
realize or to realize fully. The foregoing list of limitations shall not limit  
any other limitations that may apply under applicable law, the governing        
documents of NYSE or otherwise.                                                 

AGREEMENTS BY MEMBER. By authorizing his or her counsel to submit a Certificate 
of Member of NYSE and a First-Phase Submission Letter on a member's behalf, the 
member is consenting and agreeing to the foregoing limitations to such extent,  
if any, as the member is not already bound by them and is agreeing to reimburse 
NYSE and its successors for the outside counsel fees and disbursements incurred 
in connection with NYSE's review of First-Phase Submission Letter and all       
subsequent submissions made by the member or on the member's behalf in          
connection with the Request (as the Request may be modified from time to time). 

PROXY VOTING. At the time of submission of the executed documentation, the LLC  
manager is urged to submit a merger-related proxy. Once NYSE issues its Letter  
of Confirmation, the LLC manager's proxy will supersede any proxy previously    
submitted by the individual member who created the LLC.                         

If a member is uncertain whether a Letter of Confirmation will be issued prior  
to the merger vote, he or she should submit his or her INDIVIDUAL proxy. A proxy
submitted by an individual member will be accepted as a valid proxy if no Letter
of Confirmation is issued in advance of the merger BUT WILL BE DISREGARDED if a 
Letter of Confirmation is issued. Because abstentions will be counted as votes  
against the merger, members who favor the merger should ensure that managers of 
LLCs they create either appear in person to vote or provide a proxy on behalf of
the LLC.                                                                        

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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.                                                                  

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘425’ Filing		Date		First		Last			Other Filings
Filed on:		11/18/05		1					425
		11/16/05		1					425,  8-K
		11/11/05		1
		11/3/05		6					4,  425,  S-4/A
		10/24/05		6					3/A,  4,  425,  8-K,  S-4/A,  SC 13D/A
		9/24/05		6
		7/21/05		6					425,  8-K,  S-4
		3/31/05		6					10-Q,  4,  425,  DEF 14A
		12/31/04		6					10-K
									List all Filings