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Adopted 12/29/50
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
FORM U-3A3-1
TWELVE-MONTH STATEMENT BY BANK CLAIMING EXEMPTION AS A
HOLDING COMPANY, OR EXEMPTION FROM SECTION 9(a)(2) OF THE PUBLIC
UTILITY HOLDING COMPANY ACT OF 1935 UNDER RULE 3 OF THE GENERAL
RULES AND REGULATIONS UNDER THE ACT
(Note: No statement on this form need be filed unless an answer other than
"None" is required under items 1 or 2.)
Statement for 12-month period ending February 28, 1999.
Name of bank Mellon Bank, N.A.
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Address One Mellon Bank Center, Pittsburgh PA 15258-0001
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Organized in the year 1902 under the laws of the United States of America
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and subject to regulation or examination under the laws of the United States
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If this statement is submitted by a receiver, conservator, or
liquidating agent, state name and status: N/A
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IT IS HEREBY CERTIFIED BY THE UNDERSIGNED THAT ACCORDING TO THE RECORDS OF THE
UNDERSIGNED AND TO THE BEST OF ITS KNOWLEDGE AND BELIEF:
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1. The following tabulation sets forth the total amount of voting
securities of each public-utility company or holding company which the bank, as
of the end of the 12-month period, owned, controlled or held in any one or more
of the following categories:
(i) beneficially; or
(ii) as trustee or in any fiduciary capacity other than a
customary custodian relationship; or
(iii) as collateral to secure any bond, note or other
evidence of indebtedness which is in default as to
interest or principal for a period of 90 days or more
or which has been placed by a Federal or State
supervisory agency in classes II, III or IV, or
comparable loan classification.
<TABLE>
<CAPTION>
Name of Company and Total Owned, Controlled or
Description of Securities Total Outstanding Held by Bank Nature of Holding
(a) (b) (c) (d)
- ---------------------------------- ------------------------- -------------------------------- ------------------------
<S> <C> <C> <C>
Consolidated Natural 95,835,000 1,226,494 (1.27%) (ii)
Gas Company
</TABLE>
Instructions to Item 1.
1. Securities representing less that 5% of the outstanding voting securities
of the issuer need not be reported unless the issuer is a company named in
the answer to item 2 or item 3 of this form.
2. No securities need be reported which are owned, controlled or held under a
collateral trust agreement or mortgage, securing bonds or any similar
instruments, which is not in default as to principal or interest for a
period of 90 days or more, unless such trust agreement or mortgage gives
the bank the right to vote securities pledged thereunder prior to default.
3. Only the class of voting securities need be described which was owned,
controlled or held by the bank. Other securities of the same issuer need
not be described.
4. In column (b) state the total number of shares outstanding of the class of
securities described in column (a).
5. Under column (d), "Nature of Holdings", indicate by appropriate symbol upon
what basis the bank holds the security, e.g., "(i)" if beneficially held,
"(ii)" as trustee, etc.
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2. The following tabulation sets forth all loans which the bank had
outstanding, as of the end of the 12-month period, to any public-utility company
or holding company not in a registered holding company system, which were in
default or placed by a Federal or State bank supervisory agency in classes II,
III or IV or comparable loan classification:
<TABLE>
<CAPTION>
Voting Securities of Public-Utility or Holding Companies
Pledged to Secure Such Loans
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Number of Shares
Name of Company Amount of Loan Description of Security Pledged
(a) (b) (c) (d)
- ---------------------------------- ------------------------- ------------------------------- ------------------------
<S> <C> <C> <C>
None
</TABLE>
Instructions to Item 2.
1. In column (a) indicate by a symbol loans which were in default as to
interest or principal for 90 days or more or which were carried on the
books of the bank at less than principal amount or for which a specific
reserve was carried.
2. Loans extended in conjunction or participation with others should be so
designated and the proportionate interest of the bank in the loan and the
security pledged thereunder should be indicated.
3. See General Instruction 7. Public disclosure.
3. The following tabulation identifies all representatives of the bank
on the board of directors of any public-utility or holding company, and all
officers, employees or directors of the bank who were officers or directors of
any such company, at the end of the 12-month period:
<TABLE>
<CAPTION>
Official Position Official Position
Name of Company Name of Individual with Company with Bank
(a) (b) (c) (d)
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<S> <C> <C> <C>
Consolidated Natural J. W. Connolly Director Director
Gas Company
</TABLE>
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4. The following tabulation sets forth all loans to any officer or
director of any company listed in the answer to item 1 or item 2 hereof, in
excess of $25,000 principal amount and not fully secured, which the bank
had outstanding as of the end of the 12-month period:
<TABLE>
<CAPTION>
Position of Borrower
Name of Company Name of Borrower with Company Amount of Loan
(a) (b) (c) (d)
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<S> <C> <C> <C>
None
</TABLE>
Instructions to Item 4.
1. The term "fully secured" means secured by readily marketable securities
dealt in on any national securities exchange or in any recognized
over-the-counter market, equal in value at least to the amount of the loan,
or secured by life insurance policies having a cash surrender value at
least equal to the amount of the loan.
2. Loans extended in conjunction or participation with others should be so
indicated and the proportionate interest of the bank in the loan indicated.
3. See General Instruction 7. Public disclosure.
5. The following tabulation sets forth all notes or other evidences of
indebtedness in excess of $100,000 aggregate principal amount owing by any
company, listed in the answer to item 1 of this statement, or by any subsidiary
of such company, owned beneficially by the bank at the end of the 12-month
period and not reported under item 2 of this statement:
<TABLE>
<CAPTION>
Name of Company Amount of Indebtedness Form of Indebtedness
(a) (b) (c)
- ------------------------------- ------------------------------- ----------------------------
<S> <C> <C>
None
</TABLE>
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6. The following tabulation sets forth and describes all arrangements
under which the bank received fees in excess of $10,000 during the 12-month
period from any of the companies listed in the answers to items 1, 2 or 3 of
this statement, or from any subsidiary of any such company, in the bank's
capacity as indenture trustee, transfer agent, registrar or paying agent in
respect of securities issued or assumed by the company:
<TABLE>
<CAPTION>
Services for which Fees
Name of Company Amount of Fees were Paid
(a) (b) (c)
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<S> <C> <C>
None
</TABLE>
7. This statement covers all foreign as well as domestic offices of this
bank and its subsidiaries, except as follows: None
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3/22/99
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(Date)
(CORPORATE SEAL) Mellon Bank, N.A.
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(Name of Bank)
Attest:
By CARL KRASIK
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(Signature of Officer)
Associate General Counsel and
Assistant Secretary
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(Title)
ELAINE BECK ORESTI
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(Signature of Officer)
Secretary
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(Title)
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