UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
NYSE GROUP, INC.
(Name of Issuer)
COMMON SHARES, PAR VALUE $0.01
(Title of Class of Securities)
62949W103
(CUSIP Number)
MAY 5, 2006
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following pages
Page 1 of 11 Pages
CUSIP NO. 62949W103 PAGE 2 OF 11 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Atticus Capital LP
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
Number of 9,407,173
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 9,407,173
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
9,407,173
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.03%
12 Type of Reporting Person (See Instructions)
OO
CUSIP NO. 62949W103 PAGE 3 OF 11 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Atticus Management LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
c. [ ]
d. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
Number of 9,407,173
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 9,407,173
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
9,407,173
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.03%
12 Type of Reporting Person (See Instructions)
OO
CUSIP NO. 62949W103 PAGE 4 OF 11 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Timothy R. Barakett
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
Canada
5 Sole Voting Power
Number of 9,407,173
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 9,407,173
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
9,407,173
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.03%
12 Type of Reporting Person (See Instructions)
IN
CUSIP NO. 62949W103 PAGE 5 OF 11 PAGES
ITEM 1(A) NAME OF ISSUER:
NYSE Group, Inc. (the "Issuer").
ITEM 1(B) ADDRESS OF THE ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
11 Wall Street, 6th Floor
New York, NY 10005
ITEM 2(A) NAME OF PERSON FILING:
This statement is filed on behalf of each of the following persons
(collectively, the "Reporting Persons"):
i) Atticus Capital LP ("Atticus Capital");
ii) Atticus Management LLC ("Atticus Management"); and
iii) Timothy R. Barakett ("Mr. Barakett").
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the principal business office of the Reporting Persons is
152 West 57th Street, 45th Floor, New York, NY 10019.
ITEM 2(C) CITIZENSHIP:
1) Atticus Capital is a Delaware limited partnership company;
2) Atticus Management is a Delaware limited liability company; and
3) Mr. Barakett is a citizen of Canada.
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
Common Shares, par value $0.01 (the "Shares").
ITEM 2(E) CUSIP NUMBER:
62949W103
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR
(C), CHECK WHETHER THE PERSON FILING IS A:
This Item 3 is not applicable.
ITEM 4. OWNERSHIP:
ITEM 4(A) AMOUNT BENEFICIALLY OWNED:
As of the date hereof, each of the Reporting Persons may be deemed to be
the beneficial owner of 9,407,173 Shares.
CUSIP NO. 62949W103 PAGE 6 OF 11 PAGES
ITEM 4(B) PERCENT OF CLASS:
According to the Issuer's most recent Prospectus filed with the Securities
and Exchange Commission pursuant to Rule 424(b)(3) of the Securities Act of
1933, on May 5, 2006, the number of Shares outstanding as of May 4, 2006 was
155,899,628. Each of the Reporting Persons may be deemed to be the beneficial
owner of approximately 6.03% of the total number of Shares outstanding.
ITEM 4(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
ATTICUS CAPITAL
(i) Sole power to vote or direct the vote 9,407,173
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 9,407,173
(iv) Shared power to dispose or to direct the disposition of 0
ATTICUS MANAGEMENT
Sole power to vote or direct the vote 9,407,173
Shared power to vote or to direct the vote 0
Sole power to dispose or to direct the disposition of 9,407,173
Shared power to dispose or to direct the disposition of 0
MR. BARAKETT
(i) Sole power to vote or direct the vote 9,407,173
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 9,407,173
(iv) Shared power to dispose or to direct the disposition of 0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
This Item 5 is not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
This Item 6 is not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
This Item 7 is not applicable.
CUSIP NO. 62949W103 PAGE 7 OF 11 PAGES
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
This Item 8 is not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
This Item 9 is not applicable.
ITEM 10. CERTIFICATION:
By signing below each of the Reporting Persons certifies that, to the best
of such person's knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having such purpose or effect.
CUSIP NO. 62949W103 PAGE 8 OF 11 PAGES
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: May 5, 2006 ATTICUS CAPITAL LP
By: Atticus Management LLC,
its general partner
By: /s/ Timothy R. Barakett *
---------------------------------
Name: Timothy R. Barakett
Title: Managing Member
Date: May 5, 2006 ATTICUS MANAGEMENT LLC
By: /s/ Timothy R. Barakett *
----------------------------------------
Name: Timothy R. Barakett
Title: Managing Member
Date: May 5, 2006 TIMOTHY R. BARAKETT
/s/ Timothy R. Barakett *
-----------------------------------------------
*By Charles Fortin, attorney-in-fact
CUSIP NO. 62949W103 PAGE 9 OF 11 PAGES
EXHIBIT INDEX
PAGE NO.
A. Joint Filing Agreement, dated as of May 5, 2006, by and among the Reporting Persons......
10
B. Power of Attorney, dated March 21, 2006................................................... 11
CUSIP NO. 62949W103 PAGE 10 OF 11 PAGES
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the common shares, par value $0.01, of NYSE Group, Inc., dated as of
May 5, 2006, is, and any amendments thereto (including amendments on Schedule
13D) signed by each of the undersigned shall be, filed on behalf of each of us
pursuant to and in accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934.
Date: May 5, 2006 ATTICUS CAPITAL LP
By: Atticus Management LLC,
its general partner
By: /s/ Timothy R. Barakett *
---------------------------------
Name: Timothy R. Barakett
Title: Managing Member
Date: May 5, 2006 ATTICUS MANAGEMENT LLC
By: /s/ Timothy R. Barakett *
----------------------------------------
Name: Timothy R. Barakett
Title: Managing Member
Date: May 5, 2006 TIMOTHY R. BARAKETT
/s/ Timothy R. Barakett *
-----------------------------------------------
*By Charles Fortin, attorney-in-fact
CUSIP NO. 62949W103 PAGE 11 OF 11 PAGES
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that I, TIMOTHY R. BARAKETT, hereby
make, constitute and appoint each of JOHN F. BROWN and CHARLES FORTIN, acting
individually, as my agent and attorney-in-fact for the purpose of executing in
my name, (a) in my personal capacity or (b) in my capacity as chief executive
officer of, member of or in other capacities with Atticus Capital LP or its
general partner Atticus Management LLC (f/k/a Atticus Capital, L.L.C.)
(collectively, "Atticus"), and each of their affiliates or entities advised by
me or Atticus, all documents, certificates, instruments, statements, filings and
agreements ("documents") to be filed with or delivered to any foreign or
domestic governmental or regulatory body or required or requested by any other
person or entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities, futures
contracts or other investments, and any other documents relating or ancillary
thereto, including without limitation all documents relating to filings with the
Commodities Futures Trading Commission and National Futures Association, the
United States Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and
the rules and regulations promulgated thereunder, including all documents
relating to the beneficial ownership of securities required to be filed with the
SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information
statements on Form 13F required to be filed with the SEC pursuant to Section
13(f) of the Act. All past acts of the attorneys-in-fact in furtherance of the
foregoing are hereby ratified and confirmed.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of, or otherwise associated with, Atticus or or one of its affiliates.
Execution of this power of attorney revokes that certain Power of Attorney dated
as of January 24, 2006 with respect to substantially the same matters addressed
above.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of March 21, 2006.
/s/ Timothy R. Barakett
-------------------------------------
Timothy R. Barakett