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: January 9, 2006
On January 6, 2006, New York Stock Exchange, Inc. issued the following news
release:
* * *
NYSE Announces Officer Promotions and Appointments
NEW YORK, Jan. 6, 2006 - The New York Stock Exchange today announced 21
management promotions and appointments. As indicated below, some positions or
responsibilities become effective upon SEC action on the pending rule filings
enabling completion of the NYSE's merger with Archipelago Holdings.
Promoted to Executive Vice President were: Dale B. Bernstein, Human Resources
and James F. Duffy, General Counsel, NYSE Regulation.
Promoted to Senior Vice President were: Andrew T. Brandman, Corporate Planning,
Finance; Mary L. Brienza, Corporate Audit and Regulatory Quality Review; Michael
H. Cohen, Advertising and Marketing, Communications; Janice Stahura O'Neill,
Corporate Compliance, NYSE Regulation; Michael G. Rufino, Member Firm
Regulation, NYSE Regulation; Glenn W. Tyranski, Financial Compliance, NYSE
Regulation. The Exchange also named Dr. Dieter Eisinger as Senior Vice
President, Project Management Office, NYSE Group, effective at the close of the
merger.
Promoted or appointed as Vice President were: Robert Airo, Member Client Group;
Allison A. Bishop, Risk Assessment, NYSE Regulation; Steven J. Brostoff,
Enforcement, NYSE Regulation; John G. Casale, The Americas, Global Corporate
Client Group; Anthony J. Cavallaro, Enforcement, NYSE Regulation; Stephen M.
Ditaranto, Market Survelliance, NYSE Regulation; Mark A. Gurliacci, Research;
Robert A. Jakobsze, New Product Development, Technology; Madhusudan Kannan,
Asia-Pacific, Global Corporate Client Group; Linda S. Riefberg, Enforcement,
NYSE Regulation; Veronica Sullivan, Government Affairs. In addition, Gary M.
Stein will assume the role of Vice President, Investor Relations.
Executive Vice President Promotions
Dale B. Bernstein, Human Resources and Corporate Services
Ms. Bernstein, 51, had been senior vice president, Human Resources and Corporate
Services. Ms. Bernstein will be responsible for the full range of Human
Resources for the NYSE Group once the merger becomes effective, including
oversight of the combined entity's Ethics function. Ms. Bernstein, who joined
the NYSE in 1986, reports to the chief executive officer.
James F. Duffy, General Counsel, NYSE Regulation
Mr. Duffy, 56, had been senior vice president since 1999, when he joined the
NYSE, and was promoted to the additional position of deputy general counsel in
2004. He had been responsible for working with the Global
Corporate Client Group, Corporate and Financial Departments, and Competitive
Position Group. In his role as general counsel, NYSE Regulation - a newly
created position - Mr. Duffy will report to the chief regulatory officer.
Senior Vice President Promotions and Appointment
Andrew T. Brandman, Corporate Planning, Finance
Mr. Brandman, 36, had been vice president, Business Control, Finance. Upon
completion of the merger, Mr. Brandman will oversee the financial planning for
the NYSE Group. He joined the NYSE in 2004 and reports to the chief financial
officer, Finance.
Mary L. Brienza, Corporate Audit and Regulatory Quality Review
Ms. Brienza, 50, had been vice president, Corporate Audit and Regulatory Quality
Review since 2004. Since joining the Exchange in 1992, her responsibilities have
included managing a team of attorneys in the Enforcement Division, managing the
internal audit, regulatory quality review and information technology audit
functions, in addition to interfacing with the Exchange's Regulatory Oversight
Committee and Audit Committee. Ms. Brienza reports administratively to the
executive vice president and general counsel.
Michael H. Cohen, Advertising and Marketing, Communications
Mr. Cohen, 43, was named vice president, Marketing Communications in 2001. Upon
completion of the merger, Mr. Cohen will be part of the senior management team
responsible for the advertising and marketing strategy for NYSE Group. Mr. Cohen
joined the NYSE in 1997 and reports to the executive vice president,
Communications and Government Relations.
Dr. Dieter Eisinger, Project Management Office, NYSE Group
Effective at the close of the merger, Dr. Eisinger, formerly practice director,
Financial Services for CSC Consulting Group, will lead merger-planning
activities, assess strategic business initiatives and identify operational
efficiencies. Since joining CSC Consulting in 1995, Dr. Eisinger led several
successful consulting projects with leading investment banks and top Fortune
1000 companies. He will report to Gerald Putnam, president.
Janice Stahura O'Neill, Corporate Compliance, NYSE Regulation
Ms. Stahura O'Neill, 48, had been vice president of Corporate Compliance, NYSE
Regulation, responsible for ensuring that listed companies comply with
qualitative standards for initial and continued listing, including governance
standards. She joined the NYSE in 1983 and reports to the chief regulatory
officer, NYSE Regulation.
Michael G. Rufino, Member Firm Regulation, NYSE Regulation
Mr. Rufino, 39, had been vice president, Member Firm Regulation, NYSE
Regulation, responsible for sales-practice examinations of member firms as well
as the complaints and registration areas. Mr. Rufino joined the NYSE in 1988 and
reports to the executive vice president, Member Firm Regulation, NYSE
Regulation.
Glenn W. Tyranski, Financial Compliance, NYSE Regulation
Mr. Tyranski, 43, had been vice president, Financial Compliance, NYSE
Regulation, responsible for the initial and continued financial review of all
listed companies, both prospective and existing, as well as enhancing the
Exchange's overall Financial Compliance function. Having joined the NYSE in
1996, Mr. Tyranski reports to the chief regulatory officer, NYSE Regulation.
Vice President Promotions
Robert Airo, Member Client Group
Mr. Airo, 46, had been managing director, Member Client Group, responsible for
member firm and trading floor communication regarding the NYSE's value
proposition and market initiatives including Hybrid Market education,
transaction pricing, customer feedback and various order flow generating
programs. Mr. Airo, who joined the Exchange in 2001, reports to the senior vice
president, Member Client Group.
Allison A. Bishop, Risk Assessment, NYSE Regulation
Ms. Bishop, 44, had been managing director of the Risk Assessment unit since it
was created in 2004, responsible for the proactive identification of risk and
trend assessment across the regulatory program. She joined the NYSE in 1996 and
served as trial counsel and director in the Enforcement division. As vice
president of Risk Assessment - a newly created position - she reports to the
chief regulatory officer, NYSE Regulation.
Steven J. Brostoff, Enforcement, NYSE Regulation
Mr. Brostoff, 48, had been managing director, Enforcement, NYSE Regulation,
responsible for the Trading Investigation Department, which focuses on trading
by NYSE specialists and floor brokers as well as "upstairs" firms. He joined the
NYSE in 1997 and will report to executive vice president, Enforcement, NYSE
Regulation.
John G. Casale, The Americas, Global Corporate Client Group
Mr. Casale, 50, had been managing director, The Americas, where he supervises
the new-business and client-service efforts in that region. Joining the Exchange
in 1998, Mr. Casale's focus has been on building and maintaining strong
relationships with company and government officials in the Americas, supporting
currently listed companies, and communicating the NYSE's value proposition to
prospective listed companies. Mr. Casale reports to the executive vice
president, Global Corporate Client Group.
Anthony J. Cavallaro, Enforcement, NYSE Regulation
Mr. Cavallaro, 41, had been a managing director, Enforcement, NYSE Regulation,
responsible for the Sales Practice Department. He joined the NYSE in 1997 and
will report to the executive vice president, Enforcement, NYSE Regulation.
Stephen M. Ditaranto, Market Surveillance, NYSE Regulation
Mr. Ditaranto, 38, had been managing director in Market Surveillance, NYSE
Regulation since he joined in 2004 to head the new Surveillance Automation
Development Planning and Assessment department, responsible for assessing and
monitoring the quality and effectiveness of surveillances and spotting risks. He
reports to the executive vice president, Market Surveillance, NYSE Regulation.
Mark A. Gurliacci, Research
Mr. Gurliacci, 42, had been managing director, Research, responsible for the
creation and management of internal and external data development systems,
research databases and data analysis, supporting the Exchange's
business, academic and public-policy goals. Since he joined the NYSE in 1998,
Mr. Gurliacci has worked to expand the detail and availability of public data
including NYSE volume, program trading and short interest. He reports to the
senior vice president and chief economist, Research.
Robert A. Jakobsze, New Product Development, Technology
Mr. Jakobsze, 41, had been managing director in the same division, responsible
for information technology for the Global Corporate Client Group as well as IT
relating to merger planning. He joined the NYSE in 2001 and reports to the chief
technology officer, Technology.
Madhusudan Kannan, Asia-Pacific, Global Corporate Client Group
Mr. Kannan, 32, had been managing director, Asia-Pacific, supporting the
Exchange's initiatives in emerging markets through the development of
relationships with government officials, corporations and investors. Mr. Kannan,
who joined the Exchange in 1997, reports to the executive vice president, Global
Corporate Client Group.
Linda S. Riefberg, Enforcement, NYSE Regulation
Ms. Riefberg, 46, had been managing director, Enforcement, Regulation, which
investigates and prosecutes violations of federal securities laws and NYSE rules
by members, member organizations, and their employees. Ms. Riefberg, who joined
the Exchange in 1993, is also involved the areas of e-mail retention and review,
establishing best practice standards for member firms and rule development. She
reports to the executive vice president, Enforcement, NYSE Regulation.
Gary M. Stein, Vice President, Investor Relations
Mr. Stein, 38, had been vice president, Business Development since he joined the
NYSE in April 2004, responsible for business analysis pertaining to the
corporate-finance objectives of the Exchange, and reviewing the NYSE's equity
interests and other potential growth opportunities. In his new role - a newly
created position - Mr. Stein will be responsible for managing relationships and
communication with shareholders and the investment community for NYSE Group,
Inc. He will report to the chief financial officer, Finance.
Veronica Sullivan, Government Relations
Ms. Sullivan, 38, had been director, Government Affairs since joining the NYSE
in 2004, responsible for directing state and local government relations as well
as working at the federal level on a variety of areas of importance to the NYSE.
She will continue to advocate issues of significance for the NYSE with various
government entities. Ms. Sullivan reports to the senior vice president,
Government Relations.
# # # #
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.
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 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: Eric Ryan
Phone: 212.656.2411
Email: eryan@nyse.com