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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MELLON CAPITAL II
(Exact Name of Registrant as Specified in its Charter)
Delaware To Be Applied For
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
One Mellon Bank Center
500 Grant Street
Pittsburgh, Pennsylvania 15258
(Address of Principal Executive Offices) (Zip Code)
If this form relates to If this form relates to the registration of a
the registration of a class of debt securities and is to become
class of debt securities effective simultaneously with the effectiveness
and is effective upon of a concurrent registration statement under the
filing pursuant to Securities Act of 1933 pursuant to General
General Instruction Instruction A(c)(2) please check the following
A(c)(1) please check the box. [ ]
following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
7.995% Capital Securities, Series B, of Mellon Capital II
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Item 1. Description of Registrant's Securities to be Registered.
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On December 30, 1996, Mellon Capital II, a Delaware statutory business
trust, issued 500,000 of its 7.995% Capital Securities, Series B (the "Series B
Capital Securities"), which represent beneficial interests in Mellon Capital II,
in a public offering registered under the Securities Act of 1933, as amended
(Registration Statement No. 333-17993, 333-17993-01 and 333-17993-02). The sole
asset of Mellon Capital II is $515,464,000 in aggregate principal amount of the
7.995% Junior Subordinated Deferrable Interest Debentures, Series B, of Mellon
Bank Corporation (the "Series B Subordinated Debentures"). In addition,
pursuant to the Guarantee Agreement and the Agreement Regarding Expenses and
Liabilities referred to below relating to Mellon Capital II, Mellon Bank
Corporation has guaranteed the obligations of Mellon Capital II under the Series
B Capital Securities (the "Series B Guarantee"). The particular terms of the
Series B Capital Securities are described in the final prospectus relating to
the Series B Capital Securities, the Series B Subordinated Debentures and the
Series B Guarantee which was filed via EDGAR with the Securities and Exchange
Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended, on
December 23, 1996, and is incorporated by reference into this registration
statement.
Item 2. Exhibits.
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The following exhibits are filed herewith:
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Exhibit Description
Number
1.1 Underwriting Agreement, dated December 3, 1996, among Mellon
Capital I, Mellon Capital II, Mellon Capital III, Mellon Bank
Corporation and Goldman, Sachs & Co., as representatives of the
underwriters.
1.2 Pricing Agreement, dated December 20, 1996, among Mellon Capital
II, Mellon Bank Corporation and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, as representative of the underwriters.
4.1 Junior Subordinated Indenture, dated as of December 3, 1996,
between Mellon Bank Corporation and The Chase Manhattan Bank, as
Debenture Trustee.
4.2 Certificate Representing the 7.995% Junior Subordinated
Deferrable Interest Debentures, Series B, of Mellon Bank
Corporation.
4.3 Amended and Restated Trust Agreement, dated as of December 20,
1996, of Mellon Capital II, among Mellon Bank Corporation, as
Depositor, The Chase Manhattan Bank, as Property Trustee, Chase
Manhattan Bank Delaware, as Delaware Trustee, and the
Administrative Trustees named therein.
4.4 Certificate Representing the 7.995% Capital Securities, Series
B, of Mellon Capital II.
4.5 Guarantee Agreement, dated as of December 20, 1996, between
Mellon Bank Corporation, as Guarantor, and The Chase Manhattan
Bank, as Guarantee Trustee.
4.6 Agreement as to Expenses and Liabilities, dated as of December
20, 1996, between Mellon Bank Corporation, as the holder of the
Common Securities of Mellon Capital II, and Mellon Capital II.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
MELLON CAPITAL II
Date: April 17, 1997 By: /s/ Michael K. Hughey
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Michael K. Hughey
Administrative Trustee
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EXHIBIT INDEX
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Exhibit
Number Description Method of Filing
1.1 Underwriting Agreement, Incorporated by reference to
dated December 3, 1996, Mellon Bank Corporation's Current
among Mellon Capital I, Report on Form 8-K dated December
Mellon Capital II, Mellon 3, 1996.
Capital III, Mellon Bank
Corporation and Goldman,
Sachs & Co., as
representatives of the
underwriters.
1.2 Pricing Agreement, dated Incorporated by reference to
December 20, 1996, among Mellon Bank Corporation's Current
Mellon Capital II, Mellon Report on Form 8-K dated December
Bank Corporation and 20, 1996.
Merrill Lynch, Pierce,
Fenner & Smith
Incorporated, as
representative of the
underwriters.
4.1 Junior Subordinated Incorporated by reference to
Indenture, dated as of Mellon Bank Corporation's Current
December 3, 1996, between Report on Form 8-K dated December
Mellon Bank Corporation 3, 1996.
and The Chase Manhattan
Bank, as Debenture Trustee.
4.2 Certificate Representing Incorporated by reference to
the 7.995% Junior Mellon Bank Corporation's Current
Subordinated Deferrable Report on Form 8-K dated December
Interest Debentures, 20, 1996.
Series B, of Mellon Bank
Corporation.
4.3 Amended and Restated Trust Incorporated by reference to
Agreement, dated as of Mellon Bank Corporation's Current
December 20, 1996, of Report on Form 8-K dated December
Mellon Capital II, among 20, 1996.
Mellon Bank Corporation,
as Depositor, The Chase
Manhattan Bank, as
Property Trustee, Chase
Manhattan Bank Delaware,
as Delaware Trustee, and
the Administrative
Trustees named therein.
4.4 Certificate Representing Incorporated by reference to
the 7.995% Capital Mellon Bank Corporation's Current
Securities, Series B, of Report on Form 8-K dated December
Mellon Capital II. 20, 1996.
4.5 Guarantee Agreement, dated Incorporated by reference to
as of December 20, 1996, Mellon Bank Corporation's Current
between Mellon Bank Report on Form 8-K dated December
Corporation, as Guarantor, 20, 1996.
and The Chase Manhattan
Bank, as Guarantee Trustee.
4.6 Agreement as to Expenses Incorporated by reference to
and Liabilities, dated as Mellon Bank Corporation's Current
of December 20, 1996, Report on Form 8-K dated December
between Mellon Bank 20, 1996.
Corporation, as the holder
of the Common Securities
of Mellon Capital II, and
Mellon Capital II.
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