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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1996
REGISTRATION NO. 333-11961 AND 333-11961-01
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MELLON BANK, N.A.
(ORIGINATOR OF MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST DESCRIBED HEREIN)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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UNITED STATES 25-0659306
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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ONE MELLON BANK CENTER
PITTSBURGH, PENNSYLVANIA 15258
(412) 234-5000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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CARL KRASIK, ESQ.
MELLON BANK CORPORATION
SUITE 1910
500 GRANT STREET
PITTSBURGH, PENNSYLVANIA 15258-0001
(412) 234-5222
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
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ROBERT K. MORRIS, ESQ. REED D. AUERBACH, ESQ.
REED SMITH SHAW & MCCLAY STROOCK & STROOCK & LAVAN
435 SIXTH AVENUE 7 HANOVER SQUARE
PITTSBURGH, PENNSYLVANIA 15219 NEW YORK, NEW YORK 10004
(412) 288-3131 (212) 806-5400
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time on or after the effective date of this registration statement, as
determined by market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an itemized list of the estimated expenses to be incurred
in connection with the offering of the securities being offered hereunder other
than underwriting discounts and commissions.
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SEC Registration Fee.......................................... $ 140,909.08
Printing and Engraving........................................ 125,000.00
Trustee's Fees................................................ 25,000.00
Legal Fees and Expenses....................................... 425,000.00
Blue Sky Fees and Expenses.................................... 20,000.00
Accountants' Fees and Expenses................................ 90,000.00
Rating Agency Fees............................................ 200,000.00
Miscellaneous Fees............................................ 10,090.92
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Total.................................................... $ 1,036,000.00
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Seventh of the Articles of Association of the registrant provides
as follows:
To the fullest extent that the laws of the Commonwealth of Pennsylvania, as
in effect on January 27, 1987 or as thereafter amended, permit elimination or
limitation of the liability of directors, no Director of the Association shall
be personally liable for monetary damages as such for any action taken, or any
failure to take any action as a Director.
This Article Seventh shall not apply to any administrative proceeding or
action instituted by an appropriate bank regulatory agency which proceeding or
action results in a final order assessing civil money penalties or requiring
affirmative action by the Director in the form of making payments to the
Association.
This Article Seventh shall not apply to any actions filed prior to January
27, 1987, nor to any breach of performance of duty or any failure of performance
of duty by any Director of the Association occurring prior to January 27, 1987.
The provisions of this Article shall be deemed to be a contract with each
Director of the Association who serves as such at any time while this Section is
in effect and each such Director shall be deemed to be doing so in reliance on
the provisions of this Article. Any amendment or repeal of this Article or
adoption of any other provision of the Articles or By-Laws of the Association
which has the effect of increasing Director liability shall operate
prospectively only and shall not affect any action taken, or any failure to act,
prior to the adoption of such amendment, repeal or other provision.
Article Eighth of the Articles of Association of the registrant provides as
follows:
SECTION I. RIGHT TO INDEMNIFICATION. Except as prohibited by law, every
Director and officer of the Association shall be entitled as of right to be
indemnified by the Association against expenses and any liability paid or
incurred by such person in connection with any actual or threatened claim,
action, suit or proceeding, civil, criminal, administrative, investigative or
other, whether brought by or in the right of the Association or otherwise, in
which he or she may be involved, as a party or otherwise, by reason of such
person being or having been a Director or officer of the Association or by
reason of the fact that such person is or was serving at the request of the
Association as a director, officer, employee, fiduciary or other representative
of another corporation, partnership, joint venture, trust, employee benefit plan
or other entity (such claim, action, suit or proceeding hereinafter being
referred to as "Action"); provided, that no such right of indemnification shall
exist with respect to an Action brought by an indemnitee (as hereinafter
defined) against the Association except as provided in the last sentence of this
Section I. Persons who are not directors or officers of the Association may be
similarly indemnified in respect of service to the Association or to another
such entity at the request of the Association to the extent the Board of
Directors at any time denominates any of such persons as entitled to the
benefits of this Article. As used in this Article, "indemnitee" shall include
each
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Director and officer of the Association and each other person denominated by the
Board of Directors as entitled to the benefits of this Article, "expenses" shall
include fees and expenses of counsel selected by any such indemnitee and
"liability" shall include amounts of judgments, excise taxes, fines, penalties
and amounts paid in settlement. An indemnitee shall be entitled to be
indemnified pursuant to this Section I for expenses incurred in connection with
any Action brought by an indemnitee against the Association only if (i) the
Action is a claim for indemnity or expenses under Section III of this Article or
otherwise, (ii) the indemnitee is successful in whole or in part in the Action
for which expenses are claimed or (iii) the indemnification for expenses is
included in a settlement of the Action or is awarded by a court.
SECTION II. RIGHT TO ADVANCEMENT OF EXPENSES. Every indemnitee shall be
entitled as of right to have his or her expenses in any Action (other than an
Action brought by such indemnitee against the Association) paid in advance by
the Association prior to final disposition of such Action, subject to any
obligation which may be imposed by law or by provision in the Articles, By-Laws,
agreement or otherwise to reimburse the Association in certain events.
SECTION III. RIGHT OF INDEMNITEE TO INITIATE ACTION. If a written claim
under Section I or Section II of this Article is not paid in full by the
Association within thirty days after such claim has been received by the
Association, the indemnitee may at any time thereafter initiate an Action
against the Association to recover the unpaid amount of the claim and, if
successful in whole or in part, the indemnitee shall also be entitled to be paid
the expense of prosecuting such Action. It shall be a defense to any Action to
recover a claim under Section I that the indemnitee's conduct was such that
under Pennsylvania law the Association is prohibited from indemnifying the
indemnitee for the amount claimed, but the burden of proving such defense shall
be on the Association. Neither the failure of the Association (including its
Board of Directors, independent legal counsel and its shareholders) to have made
a determination prior to the commencement of such suit that indemnification of
the indemnitee is proper in the circumstances, nor an actual determination by
the Association (including its Board of Directors, independent legal counsel or
its shareholders) that the indemnitee's conduct was such that indemnification is
prohibited by law, shall be a defense to such Action or create a presumption
that the indemnitee's conduct was such that indemnification is prohibited by
law. The only defense to any such Action to receive payment of expenses in
advance under Section II of this Section shall be failure to make an undertaking
to reimburse if such an undertaking is required by law or by provision in the
Articles, By-Laws, agreement or otherwise.
SECTION IV. INSURANCE AND FUNDING. The Association may purchase and
maintain insurance to protect itself and any person eligible to be indemnified
hereunder against any liability or expense asserted or incurred by such person
in connection with any Action, whether or not the Association would have the
power to indemnify such person against such liability or expense by law or under
the provisions of this Article. The Association may create a trust fund, grant a
security interest, cause a letter of credit to be issued or use other means
(whether or not similar to the foregoing) to ensure the payment of such sums as
may become necessary to effect indemnification as provided herein.
SECTION V. NON-EXCLUSIVITY: NATURE AND EXTENT OF RIGHTS. The rights of
indemnification and advancement of expenses provided for in this Article (i)
shall not be deemed exclusive of any other rights, whether now existing or
hereafter created, to which any indemnitee may be entitled under any agreement
or by-law, charter provision, vote of shareholders or directors or otherwise,
(ii) shall be deemed to create contractual rights in favor of each indemnitee,
(iii) shall continue as to each person who has ceased to have the status
pursuant to which he or she was entitled or was denominated as entitled to
indemnification hereunder and shall inure to the benefit of the heirs and legal
representatives of each indemnitee and (iv) shall be applicable to Actions
commenced after the adoption hereof, whether arising from acts or omissions
occurring before or after the adoption hereof. The rights of indemnification
provided for in this Article may not be amended or repealed so as to limit in
any way the indemnification or the right to advancement of expenses provided for
herein with respect to any acts or omissions occurring prior to the adoption of
any such amendment or repeal.
SECTION VI. EFFECTIVE DATE. This Article Eighth shall apply to every
Action other than an Action filed prior to January 27, 1987, except that it
shall not apply to the extent that Pennsylvania law prohibits its
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application to any breach of performance of duty or any failure of performance
of duty by an indemnitee occurring prior to January 27, 1987.
SECTION VII. REGULATORY EXCLUSION. Nothing in this Article shall authorize
the Association to indemnify or to provide insurance which would indemnify any
person against expenses or penalties incurred in an administrative proceeding or
action instituted by an appropriate bank regulatory agency which proceeding or
action results in a final order assessing civil money penalties, and nothing in
this Article shall authorize the Association to indemnify any person against
expenses or payments incurred in such an administrative proceeding or action
which results in a final order requiring affirmative action by such person in
the form of payment to the Association.
The Registrant has approved and submitted to the Office of the Comptroller
of the Currency Amendments to its Articles which would make minor language
changes in Article 8. Section 1 and delete Article 8. Section 7.
Article Two of the By-Laws of the registrant provides as follows:
SECTION 12. PERSONAL LIABILITY FOR MONETARY DAMAGES. (a) To the fullest
extent that the laws of the Commonwealth of Pennsylvania, as in effect on
January 27, 1987 or as thereafter amended, permit elimination or limitation of
the liability of directors, no Director of the Association shall be personally
liable for monetary damages as such for any action taken, or any failure to take
any action, as a Director.
(b) This Section 12 shall not apply to any administrative proceeding or
action instituted by an appropriate bank regulatory agency which proceeding or
action results in a final order assessing civil money penalties or requiring
affirmative action by the Director in the form of making payments to the
Association.
(c) This Section 12 shall not apply to any actions filed prior to January
27, 1987, nor to any breach of performance of duty or any failure of performance
of duty by any Director of the Association occurring prior to January 27, 1987.
The provisions of this Section shall be deemed to be a contract with each
Director of the Association who serves as such at any time while this Section is
in effect and each such Director shall be deemed to be doing so in reliance on
the provisions of this Section. Any amendment repeal of this Section or adoption
of any other provision of the By-Laws or the Articles of the Association which
has the effect of increasing Director liability shall operate prospectively only
and shall not affect any action taken, or any failure to act, prior to the
adoption of such amendment, repeal or other provision.
ITEM 16. EXHIBITS
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1.1 Form of Underwriting Agreement.*
3.1 Articles of Association.*
3.2 By-Laws.*
4.1 Form of Pooling and Servicing Agreement.*
4.2 Form of Series 1996-1 Supplement.*
4.3 Form of Receivables Purchase Agreement.*
5.1 Opinion of Stroock & Stroock & Lavan with respect to legality.*
8.1 Opinion of Stroock & Stroock & Lavan with respect to tax matters.*
10.1 Form of Premium Finance Loan Agreements.*
23.1 Consent of Stroock & Stroock & Lavan (included in opinion filed as Exhibit 5.1).*
23.2 Consent of Stroock & Stroock & Lavan (included in opinion filed as Exhibit 8.1).*
24.1 Power of Attorney.*
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* Previously filed.
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ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement; (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement; provided, however, that (a)(i) and
(a)(ii) will not apply if the information required to be included in a
post-effective amendment thereby is contained in periodic reports filed pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(b) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(d) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(e) That insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 15
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(f) That, for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(i) or (4) or
497(h) under the Securities Act of 1933 shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(g) That, for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on
December 9, 1996.
MELLON BANK, N.A.
as originator of the Trust and
registrant
By: /s/ FRANK V. CAHOUET
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Frank V. Cahouet
Chairman, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed on December 9, 1996 by the
following persons in the capacities indicated.
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SIGNATURE TITLE
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By: /s/ FRANK V. CAHOUET Chairman, President and Chief Executive
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Frank V. Cahouet
PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:
By: /s/ STEVEN G. ELLIOTT Vice Chairman and Chief Financial Officer
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Steven G. Elliott
BOARD OF DIRECTORS:
By: * Director
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Dwight L. Allison, Jr.
By: * Director
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Burton C. Borgelt
By: * Director
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Carol R. Brown
By: * Director
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J.W. Connolly
By: * Director
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Charles A. Corry
By: * Director
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C. Frederick Fetterolf
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SIGNATURE TITLE
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By: * Director
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Ira J. Gumberg
By: * Director
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Pemberton Hutchinson
By: * Director
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Rotan E. Lee
By: * Director
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Andrew W. Mathieson
By: * Director
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Edward J. McAniff
By: * Director
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Robert Mehrabian
By: * Director
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Seward Prosser Mellon
By: * Director
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David S. Shapira
By: * Director
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W. Keith Smith
By: * Director
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Joab L. Thomas
By: * Director
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Wesley W. von Schack
By: * Director
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William J. Young
*By: /s/ CARL KRASIK
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Carl Krasik
Attorney-in-fact
December 9, 1996
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