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Filed by Archipelago Holdings, Inc. Pursuant to Rule |
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425 under the Securities Act of 1933 and deemed |
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filed pursuant to Rule 14a-12 under the |
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Securities Exchange Act of 1934 |
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Subject Companies: |
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Archipelago Holdings, Inc. |
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(Commission File No. 001-32274) |
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The New York Stock Exchange, Inc |
Date: |
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July 19, 2005 |
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To: |
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NYSE Members |
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From: |
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John A. Thain |
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cc: |
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Board of Executives Floor and Lessor Representatives: |
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Arthur D. Cashin, Jr. |
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Robert H. McCooey, Jr. |
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John F.X. Dolan |
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Karen Nelson Hackett |
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John R. Jakobson |
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William R. Power |
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George M.L. (Michael) LaBranche, IV |
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Daniel W. Tandy |
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Subject: |
TOWN HALL MEETING – Thursday, July 21, 2005 |
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We will hold a town hall meeting for NYSE Members in the NYSE Board Room on Thursday, July 21, 2005, at 4:30 p.m. I will update you on the status of the NYSE-Archipelago merger and discuss our draft S-4 Registration Statement and Proxy (“the S-4”). We intend to file the S-4 with the Securities and Exchange Commission this week. We will also distribute it to each equity member and make it available on the NYSE’s website, at nyse.com/draftS4filing.
I hope that you can participate in this meeting.
Best regards.
Forward-Looking Statements
Certain statements in this filing may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and involve risks and uncertainties that could actual results to differ materially from those set forth in the statements. There can be no assurance that such expectations will prove to be correct. Factors that could cause results
to differ materially from current expectations include: general economic and business conditions, industry trends, competitive conditions, regulatory developments as well as other risks or factors identified in the 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 the 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 filing. Except for any obligation to disclose material information under the Federal securities laws, Archipelago undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this filing.
Important Acquisition Information with Respect to Archipelago’s Merger with the NYSE
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. ARCHIPALGO’S SHAREHOLDERS AND MEMBERS OF THE NYSE ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Shareholders of Archipelago and members of the NYSE 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 document 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.