UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
NOVEMBER 24, 2006
Date of Report (Date of earliest event reported)
NYSE GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-32829 20-2786071
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
11 WALL STREET
NEW YORK, NEW YORK 10005
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 656-3000
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As previously announced, on June 1, 2006, NYSE Group, Inc., a Delaware
corporation ("NYSE Group"), and Euronext N.V., a company organized under the
laws of The Netherlands ("Euronext"), entered into a Combination Agreement (the
"Original Combination Agreement"), pursuant to which NYSE Group and Euronext
agreed to combine their respective businesses (the "combination") and become
subsidiaries of a newly formed holding company, NYSE Euronext, Inc. ("NYSE
Euronext").
On November 24, 2006, NYSE Group and Euronext amended and restated the
Original Combination Agreement (the "Amended Combination Agreement") to, among
other things:
o increase the size of the NYSE Euronext board of directors immediately
following the combination from 20 to 22 members;
o increase the size of the NYSE Euronext management committee from 12 to
14 members;
o change the termination date from January 31, 2007 (subject to
extension under certain circumstances to March 31, 2007) to February
28, 2007 (subject to extension under certain circumstances to April
30, 2007); and
o attach different forms of the amended and restated NYSE Euronext
certificate of incorporation and amended and restated NYSE Euronext
bylaws that will be in effect after the combination.
A copy of the Amended Combination Agreement is attached hereto as
Exhibit 2.1, and the description contained herein is qualified in its entirety
by reference to the full text of the Amended Combination Agreement.
ITEM 8.01 OTHER EVENTS
On November 28, 2006, NYSE Group and NASD issued a joint press release
announcing that the they had signed a non-binding letter of intent to
consolidate their member regulation operations into a new self-regulatory
organization (SRO) that will be the private sector regulator for all securities
brokers and dealers doing business with the public in the United States. The
press release and an overview of the consolidation plan are attached as Exhibit
99.1 and 99.2, respectively, hereto. The non-binding letter of intent has been
unanimously approved by the NASD Board of Governors and the Boards of Directors
of NYSE Regulation, Inc. and NYSE Group. The transaction is subject to
completion of definitive documentation and customary closing conditions. The
transaction will require certain amendments to the NASD by-laws, which are
subject to an NASD member vote, and is subject to the execution of a definitive
agreement. The plan also is subject to review and approval by the U.S.
Securities and Exchange Commission.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(D) EXHIBITS
Exhibit Number Description
2.1 Amended and Restated Combination Agreement, dated as of
November 24, 2006, by and among NYSE Group, Inc., Euronext
N.V., NYSE Euronext, Inc., and Jefferson Merger Sub, Inc.(1)
99.1 Press release entitled "NASD and NYSE Group Announce Plan to
Consolidate Regulation of Securities Firms," dated November 28,
2006.
99.2 NASD/NYSE Regulatory Consolidation Overview.
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(1) Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. NYSE Group hereby undertakes to furnish supplementally
copies of any of the omitted schedules and exhibits upon request by the
U.S. Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NYSE GROUP, INC.
Dated: November 28, 2006 By: /s/ Rachel F. Robbins
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Name: Rachel F. Robbins
Title: Executive Vice President
and General Counsel