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: October 18, 2005
On October 18, 2005, the New York Stock Exchange, Inc. issued the following
bulletin to its members:
* * *
Special Membership Bulletin
[Letterhead of the New York Stock Exchange, Inc.]
FROM: Marshall N. Carter and John A. Thain
DATE: October 18, 2005
RE: Solicitation of NYSE Members by D.F. King
Numerous members have contacted us with questions about a mailing they received
from D.F. King, a proxy soliciting firm. The October 14 mailing, entitled
"Member Survey Regarding Proposed Merger of NYSE and Archipelago Holdings,
Inc.," is an unusual "survey" of the membership and indicates that it is a
prelude to a potential proxy solicitation against the current merger with
Archipelago. Those who have hired D.F. King have chosen not to identify
themselves. It is possible D.F. King will also attempt to call you to solicit
your support and encourage you to respond to their "survey." Please be aware
that DOCUMENTS AND PHONE SOLICITATIONS YOU MAY RECEIVE FROM D.F. KING ARE NOT
FROM THE NYSE AND YOU HAVE NO OBLIGATION TO RESPOND TO D.F. KING.
We consider this survey to be an attempt to distract, confuse, and mislead our
Members as we move to close the Archipelago merger. Your Board and management
strongly believe Members' interests are best served by the merger, which makes
NYSE Members the controlling owners of a for-profit, publicly-traded exchange
with a broad product mix and new opportunities for revenue growth. We have made
clear that we do not seek capital or a minority investor and that we are not
seeking to sell the NYSE. You will have the opportunity to vote on the
Archipelago merger very soon, and we continue to
make progress on the various regulatory approvals required before we can send
you an S-4 and schedule a member meeting.
The D.F. King materials erroneously suggest that the NYSE could take steps to
actively explore a hypothetical alternative transaction while simultaneously
pursuing the Archipelago merger. This suggestion is simply wrong, as we and
Archipelago, as is customary in merger agreements, are obliged not to solicit or
discuss other offers except in response to a "superior proposal." These terms
are very clearly described in the section of the S-4 entitled "No Solicitations
of Alternative Transactions." As we reported to you at our October 6 membership
meeting, no party has made a proposal for an alternative transaction to the
NYSE, superior or otherwise.
YOU ARE UNDER NO OBLIGATION TO RESPOND TO THIS "SURVEY."
We will continue to keep you informed of developments. Should you have any
questions about any mailings or phone solicitations you may receive, please call
the Office of the Corporate Secretary at (212) 656-2062.
cc: NYSE Board of Directors
IMPORTANT ACQUISITION INFORMATION WITH RESPECT TO THE MERGER
In connection with the proposed merger of Archipelago and the NYSE, the
parties intend to file relevant materials with the SEC, including a joint proxy
statement/prospectus regarding the proposed transaction. Such documents,
however, are not currently available. MEMBERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES
AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Members will be able
to obtain a free copy of the joint proxy statement/prospectus, as well as other
filings containing information about Archipelago and the NYSE without charge, at
the SEC's website (http://www.sec.gov) once such documents are filed with the
SEC. Copies of the joint proxy statement/prospectus can also be obtained,
without charge, once they are filed with the SEC, by directing a request to
Archipelago, Attention: Investor Relations, at 100 S. Wacker Drive, Suite 1800,
Chicago, Illinois 60606 or calling (888) 514-7284.
Archipelago, NYSE 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 will be included in the
joint proxy statement/prospectus and the other relevant documents filed with the
SEC when they become available. This Memo 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 Memo may contain forward-looking information
regarding Archipelago Holdings, the New York Stock Exchange ("NYSE") 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 Archipelago and NYSE, 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 Archipelago's and NYSE'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 Archipelago shareholders or NYSE members 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.
You should not place undue reliance on forward-looking statements, which
speak only as of the date of this Memo. Except for any obligation to disclose
material information under the Federal securities laws, none of Archipelago,
NYSE 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 Memo.