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 16, 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:
[X] 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 8.01 OTHER EVENTS
On November 16, 2006, Nelson Chai, Executive Vice President and Chief Financial
Officer of NYSE Group, Inc., will be giving a presentation at the Merrill Lynch
Banking & Financial Services Conference. The slides to be made available in
connection with that presentation include certain updated statistical
information, including with respect to NYSE Hybrid Market(SM), and are attached
as Exhibit 99.1 hereto and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(D) EXHIBITS
EXHIBIT NUMBER DESCRIPTION
99.1 Slide presentation to be made available in connection with the
presentation to be made by Nelson Chai, Executive Vice President
and Chief Financial Officer of NYSE Group, Inc., at the Merrill
Lynch Banking & Financial Services Conference on November 16,
2006.
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 15, 2006 By: /S/ Nelson Chai
----------------------------------------
Name: Nelson Chai
Title: Executive Vice President and
Chief Financial Officer
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K (including information included or incorporated
by reference herein), may contain, among other things, certain forward-looking
statements, which involve a number of risks and uncertainties. NYSE Group, Inc.
("NYSE Group") cautions readers that any forward-looking information is not a
guarantee of future performance and that actual results could differ materially
from those contained in the forward-looking information. Such forward-looking
statements include, but are not limited to, statements about the benefits of the
business combination transaction involving NYSE Group and Euronext N.V.
("Euronext"), including future financial and operating results, the combined
company's plans, objectives, expectations and intentions and other statements
that are not historical facts. Additional risks and factors are identified in
NYSE Group's and NYSE Euronext, Inc.'s filings with the U.S. Securities Exchange
Commission (the "SEC"), including NYSE Group's Report on Form 10-K for the
fiscal year ending December 31, 2005, which are available on NYSE Group's
website at http://www.nyse.com and the SEC's website at SEC's Web site at
www.sec.gov. The parties undertake no obligation to publicly update any
forward-looking statement, whether as a result of new information, future events
or otherwise.
ADDITIONAL INFORMATION ABOUT THE PENDING TRANSACTION
In connection with the proposed business combination transaction between NYSE
Group and Euronext, a newly formed holding company, NYSE Euronext, Inc. ("NYSE
Euronext") has filed with the SEC a Registration Statement on Form S-4 (File No.
333-137506) (the "S-4") that includes preliminary versions of the following
documents: a proxy statement of NYSE Group, a shareholder circular of Euronext,
and an exchange offer prospectus, each of which constitutes a prospectus of NYSE
Euronext. The S-4 has not yet become effective. The parties will file other
relevant documents concerning the proposed transaction with the SEC. Following
the S-4 being declared effective by the SEC, NYSE Group intends to mail the
final proxy statement/prospectus to its shareholders and Euronext intends to
mail the final shareholder circular/prospectus and final exchange offer
prospectus to its shareholders.
Such final documents, however, are not currently available. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE FINAL PROXY STATEMENT/PROSPECTUS,
SHAREHOLDER CIRCULAR/PROSPECTUS AND EXCHANGE OFFER PROSPECTUS REGARDING THE
PROPOSED BUSINESS COMBINATION TRANSACTION, IF AND WHEN SUCH DOCUMENTS BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
You may obtain a free copy of the S-4 and the final proxy statement/prospectus,
shareholder circular prospectus, and exchange offer prospectus, if and when such
documents become available, and other related documents filed by NYSE Group and
NYSE Euronext with the SEC at the SEC's Web site at www.sec.gov. The final proxy
statement/prospectus, shareholder circular/prospectus, and exchange offer
prospectus, if and when they become available, and the other documents may also
be obtained for free by accessing NYSE Group's Web site at http://www.nyse.com.
NYSE Group, Euronext and their directors and executive officers and other
members of management and employees may be deemed to be participants in the
solicitation of proxies from NYSE Group stockholders in respect of the proposed
business combination transaction. You can find information about NYSE Group's
executive officers and directors in NYSE Group's defini-
tive proxy statement filed with the SEC on April 11, 2006. You can obtain free
copies of these documents and of the final proxy statement/prospectus, if and
when it becomes available, from NYSE Group by contacting its investor relations
department. Additional information regarding the interests of such potential
participants have been included in the S-4 and will be included in the final
proxy statement/prospectus, if and when it becomes available, and the other
relevant documents filed with the SEC.
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 U.S. Securities Act of
1933, as amended.