SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Mellon Bank Corporation
(Name of issuer)
Common Stock, $.50 par value
(Title of class of securities)
585509102
(CUSIP number)
Louise M. Parent, Esq.
American Express Company
American Express Tower
World Financial Center
New York, New York 10285
(212) 640-2000
(Name, address and telephone number of person authorized
to receive notices and communications)
May 27, 1994
(Date of event which requires
filing of this statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D because of Rule 13d-1(b)(3) or (4), check the following line
----
Check the following line if a fee is being paid with this statement
----
<PAGE>
SCHEDULE 13D
CUSIP NO. 585509102
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
American Express Company
13-4922250
2) CHECK THE APPROPRIATE LINE IF A MEMBER OF A GROUP
(A) ---- (B) ----
3) SEC USE ONLY
4) SOURCE OF FUNDS
OO
5) CHECK LINE IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
----
6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER
5,502,466
8) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED VOTING POWER
13,200
9) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE DISPOSITIVE POWER
5,500,000
10) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER
18,878
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,518,878
12) CHECK LINE IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
----
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.67%
14) TYPE OF REPORTING PERSON
HC, CO
2
<PAGE>
SCHEDULE 13D
CUSIP NO. 585509102
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
American Express Travel Related Services Company, Inc.
13-3133497
2) CHECK THE APPROPRIATE LINE IF A MEMBER OF A GROUP
(A) ---- (B) ----
3) SEC USE ONLY
4) SOURCE OF FUNDS
OO
5) CHECK LINE IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
----
6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER
5,500,000
8) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED VOTING POWER
-0-
9) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE DISPOSITIVE POWER
5,500,000
10) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER
-0-
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,500,000
12) CHECK LINE IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
----
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.64%
14) TYPE OF REPORTING PERSON
CO
3
<PAGE>
Item 1. Security and Issuer.
No change.
Item 2. Identity and Background.
(a)-(c), (f) This Statement is filed by American Express
Company ("American Express") and its wholly-owned subsidiary, American
Express Travel Related Services Company, Inc. ("TRS"), each of which is a
New York corporation. The principal business of American Express is
providing travel related services, investors diversified financial services
and international banking services throughout the world. The principal
business of TRS is providing travel related services. The address of the
principal business and principal office for both American Express and TRS
is American Express Tower, World Financial Center, New York, New York
10285.
The name, residence or business address, present principal
occupation or employment, and the name, principal business and address of
any corporation or other organization in which such employment is
conducted, and citizenship, of each executive officer and director of
American Express and TRS are set forth in Exhibits 1 and 2, respectively,
and are incorporated herein by reference.
(d), (e) Neither American Express, TRS, nor, to the best of
their knowledge, any of the current directors or executive officers of
American Express or TRS, have during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
Federal or State securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to an Agreement, dated May 27, 1994, between American
Express and TRS, a copy of which is filed as Exhibit 4 hereto and incorporated
by reference herein, American Express agreed to transfer certain assets to TRS.
These assets included 2,500,000 shares of Common Stock, warrants to
purchase up to 3,000,000 shares of Common Stock (the "Warrants") and the
rights of American Express under a Registration Rights Agreement, dated May
21, 1993, between Shearson Lehman Brothers Inc. and Mellon Bank
Corporation. TRS will have the benefits of, and be bound by the
restrictions described in, Exhibits 4, 5, 6, 7 and 8 listed in Item 7 to the
Schedule 13D dated June 30, 1993, with respect to the Common Stock. In
exchange for this transfer, TRS issued to American Express 5,180 shares of
its 7% Redeemable Preferred Shares, Series A.
At May 27, 1994, certain indirect subsidiaries of American Express
(the "Managing Subsidiaries") held 18,878 shares of Common Stock. American
Express and TRS disclaim beneficial ownership of the shares held by the
Managing Subsidiaries. The Managing Subsidiaries purchased the shares of
Common Stock held by them in the ordinary course of managing investment
portfolios or trading on behalf of third parties and obtained the funds for
such purchases from these third parties.
4
<PAGE>
Item 4. Purpose of Transaction.
All the shares of Common Stock that are held directly by TRS have
been acquired for investment purposes. All shares of Common Stock referred
to in this statement that are held by the Managing Subsidiaries were acquired
by the Managing Subsidiaries for investment purposes on behalf of
third parties in the ordinary course of managing investment portfolios or
trading for these third parties. Subject to the restrictions set forth in
Item 3 above, TRS, the Managing Subsidiaries, as well as other subsidiaries
of TRS may, from time to time, sell some or all of the shares of Common
Stock in the open market, in private transactions or underwritten
offerings, or hold shares of Common Stock as part of their own investment
portfolio or in accounts which are managed on behalf of third parties. TRS
and the Managing Subsidiaries intend to review their investments in the
Issuer periodically and depending on their assessment of relevant factors
(including general economic and market conditions, matters relating to the
Issuer's business prospects and financial condition and the market for its
securities, and matters relating to TRS) may determine from time to time to
acquire additional securities of the Issuer or to dispose of any or all of
the shares of Common Stock or Warrants.
Except as described above, neither American Express, TRS, nor, to
the best of their knowledge, any of their subsidiaries, have any present
plans or proposals which relate to or would result in any of the
transactions or events described in subparagraphs (a) through (j) of Item 4
of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of May 27, 1994, American Express through TRS
beneficially owned 5,500,000 shares of Common Stock, including 3,000,000
shares of Common Stock subject to the Warrants, representing in the
aggregate approximately 8.64% of the outstanding shares of Common Stock.
In addition, the Managing Subsidiaries held 18,878 shares of Common Stock,
representing in the aggregate approximately 0.03% of the outstanding shares
of Common Stock.
On May 31, 1994, American Express completed a spinoff of Lehman
Brothers Holdings Inc. ("LBHI") through a special dividend of LBHI common
stock. As of May 31, 1994, the Managing Subsidiaries no longer included
subsidiaries of LBHI and, accordingly, as of such date, the amount of
Common Stock held by the Managing Subsidiaries was reduced to 2,064 shares
of Common Stock.
As of May 27, 1994, Richard M. Furlaud, a Director of American
Express, beneficially owned 2,000 shares of Common Stock and as of
June 17, 1994, he beneficially owned 2,500 shares of Common Stock. Except
for Mr. Furlaud, as of May 27, 1994, and as of June 17, 1994, to the best
knowledge of American Express and TRS, none of the executive officers or
directors of American Express or TRS, respectively, beneficially owned
shares of Common Stock.
(b) As of May 27, 1994, TRS had the sole power to vote or
direct the vote, and to dispose or direct the disposition, of 5,500,000
shares of Common Stock beneficially owned by it, subject to the agreements
contained in Exhibits 4, 5, 6, 7 and 8 listed in Item 7 of the Schedule 13D
dated June 30, 1993. The Managing Subsidiaries have sole power to vote or
direct the vote of 2,466 shares of Common Stock. Voting and dispositive
power is shared between the Managing Subsidiaries and their customers with
respect to 13,200 and 18,878 shares of Common Stock, respectively, in the
ordinary course of managing investment portfolios on behalf of such
customers.
5
<PAGE>
(c) Except as described in Item 3 or as set forth in Exhibit
3 hereto, which is incorporated herein by reference, neither American
Express, TRS, nor, to the best of their knowledge, the Managing
Subsidiaries or any director or executive officer of American Express or
TRS, has effected any transaction in the shares of Common Stock during the
past 60 days.
(d) Neither American Express, TRS, nor, to the best of their
knowledge, any of their executive officers or directors, knows of any other
persons who have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of Common
Stock beneficially owned by American Express.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as described in Item 3 (including the exhibits to the
Schedule 13D dated June 30, 1993, mentioned therein) and Item 5(b) above,
none of American Express, TRS or, to the best of their knowledge, any of
the executive officers or directors of American Express or TRS, have any
contracts, arrangements, understandings or relationships (legal or
otherwise) with each other or with any other person with respect to any
securities of the Issuer, including but not limited to the transfer or
voting of any of the shares of the Common Stock, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of
proxies.
Item 7. Material to be Filed as Exhibits.
1. Information with respect to executive officers and
directors of American Express Company.
2. Information with respect to executive officers and
directors of American Express Travel Related Services
Company, Inc.
3. Purchases and sales of common stock of Mellon Bank
Corporation since March 29, 1994.
4. Agreement dated May 27, 1994, between American Express
Company and American Express Travel Related Services
Company, Inc.
5. Schedule 13D dated June 30, 1993 with respect to the
Common Stock, filed pursuant to Item 101(a)(2)(ii) of
Regulation S-T without exhibits.
6
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: June 21, 1994
AMERICAN EXPRESS COMPANY
By: /s/ Stephen P. Norman
-----------------------------
Name: Stephen P. Norman
Title: Secretary
7
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: June 21, 1994
AMERICAN EXPRESS TRAVEL RELATED SERVICES
COMPANY, INC.
By: /s/ Stephen P. Norman
------------------------------------
Name: Stephen P. Norman
Title: Secretary
8
<PAGE>
EXHIBIT INDEX
EXHIBIT
1. Information with respect to
executive officers and directors of
American Express Company.
2. Information with respect to executive
officers and directors of American
Express Travel Related Services
Company, Inc.
3. Purchases and sales of common stock of
Mellon Bank Corporation since March 29,
1994.
4. Agreement dated May 27, 1994, between
American Express Company and American
Express Travel Related Services Company,
Inc.
5. Schedule 13D dated June 30, 1993 with respect to the
Common Stock, filed pursuant to Item 101(a)(2)(ii) of
Regulation S-T without exhibits.
9
<PAGE>
EXHIBIT 1
INFORMATION WITH RESPECT TO EXECUTIVE OFFICERS
AND DIRECTORS OF AMERICAN EXPRESS
The following information sets forth the name, business
address and present principal occupation of each of the directors and
executive officers of American Express. Except as indicated below, the
business address of each director and executive officer of American Express
is American Express Tower, World Financial Center, New York, New York
10285. Each of the directors and executive officers of American Express,
with the exception of David M. Culver and F. Ross Johnson who are citizens
of Canada, is a citizen of the United States.
BUSINESS ADDRESS AND PRESENT
NAME PRINCIPAL OCCUPATION
Anne L. Armstrong Chairman of the Board of Trustees
Center for Strategic and International
Studies
P.O. Box 1358
Kingsville, Texas 78363
William G. Bowen President
The Andrew W. Mellon Foundation
140 East 62nd Street
New York, New York 10021
David M. Culver Chairman
CAI Capital Corporation
3429 Drummond Street
Suite 200
Montreal, Canada H3G 1X6
Charles W. Duncan Jr. Duncan Interests
600 Travis
61st Floor
Houston, Texas 77002-3007
Richard M. Furlaud Chairman of the Executive Committee
American Express Company
Harvey Golub Chairman of the Board and Chief Executive
Officer
American Express Company
10
<PAGE>
Beverly Sills Greenough Chairman
Lincoln Center for the Performing Arts
211 Central Park West
Apt. 4F
New York, New York 10024
F. Ross Johnson Chairman and Chief Executive Officer
RJM Group
200 Galleria Parkway, N.W.
Suite 970
Atlanta, Georgia 30339
Vernon E. Jordan Jr. Senior Partner
Akin, Gump, Strauss, Hauer & Feld,
L.L.P.
1333 New Hampshire Avenue, N.W.
Suite 400
Washington, D.C. 20036
Henry A. Kissinger Chairman
Kissinger Associates, Inc.
350 Park Avenue
New York, New York 10022
Drew Lewis Chairman and Chief Executive Officer
Union Pacific Corporation
Martin Tower
Eighth and Eaton Avenues
Bethlehem, Pennsylvania 18018
Aldo Papone Senior Advisor
American Express Company
Roger S. Penske Chairman and Chief Executive Officer
Detroit Diesel Corporation
13400 Outer Drive West
Detroit, Michigan 48239
Frank P. Popoff Chairman and Chief Executive
Officer
The Dow Chemical Company
2030 Dow Center
Midland, Michigan 48674
Jeffrey E. Stiefler President
American Express Company
11
<PAGE>
EXECUTIVE OFFICERS OF AMERICAN EXPRESS WHO ARE NOT DIRECTORS
BUSINESS ADDRESS AND PRESENT
NAME PRINCIPAL OCCUPATION
Roger H. Ballou President, Travel Services Group, U.S.A.
American Express Travel Related Services
Company, Inc.
Kenneth I. Chenault President, U.S.A.
American Express Travel Related Services
Company, Inc.
Steven D. Goldstein President and Chief Executive Officer
American Express Bank Ltd.
R. Craig Hoenshell President, Travel Related Services,
International
American Express Travel Related Services
Company, Inc.
David R. Hubers President and Chief Executive Officer
IDS Financial Corporation
IDS Tower 10
Minneapolis, Minnesota 55440
Joseph W. Keilty Executive Vice President
American Express Company
Jonathan S. Linen Vice Chairman
American Express Company
Michael P. Monaco Executive Vice President, Chief
Financial Officer and Treasurer
American Express Company
Louise M. Parent Executive Vice President and
General Counsel
American Express Company
Thomas Schick Executive Vice President
American Express Company
Jeffrey E. Stiefler President
American Express Company
12
<PAGE>
EXHIBIT 2
INFORMATION WITH RESPECT TO EXECUTIVE OFFICERS
AND DIRECTORS OF TRS
The following information sets forth the name, business address and
present principal occupation of each of the directors and executive
officers of TRS. The business address of each director and executive
officer of TRS is American Express Tower, World Financial Center, New York,
New York 10285. Each of the directors and executive officers of TRS is a
citizen of the United States.
BUSINESS ADDRESS AND PRESENT
NAME PRINCIPAL OCCUPATION
Harvey Golub Chairman and Chief Executive officer
American Express Travel Related Services
Company, Inc.
Kenneth I. Chenault President, U.S.A.
American Express Travel Related Services
Company, Inc.
Walter S. Berman Executive Vice President and Chief
Financial Officer
American Express Travel Related Services
Company, Inc.
Bernard J. Hamilton Executive Vice President and Chief of
Staff
American Express Travel Related Services
Company, Inc.
Andrew B. Somers Executive Vice President and General
Counsel
American Express Travel Related Services
Company, Inc.
13
<PAGE>
EXECUTIVE OFFICERS OF TRS WHO ARE NOT DIRECTORS
BUSINESS ADDRESS AND PRESENT
NAME PRINCIPAL OCCUPATION
Roger H. Ballou President, Travel Services Group, U.S.A.
American Express Travel Related Services
Company, Inc.
R. Craig Hoenshell President, Travel Related Services,
International
American Express Travel Related Services
Company, Inc.
Bonnie J. Stedt Executive Vice President, Human Resources
American Express Travel Related Services
Company, Inc.
14
<PAGE>
EXHIBIT 3
PURCHASES AND SALES OF COMMON STOCK
OF MELLON BANK CORPORATION
SINCE MARCH 29, 1994
I. Purchases*
Purchase Price
Per Share No. of Shares
Name of Entity (Excluding of Common Stock
or Person Purchase Date Commissions) Purchased
Mr. Furlaud 4/13/94 $55.375 2,000
6/8/94 $58.875 500
IDS Financial 5/3/94 $56.30 197
Corporation
II. Other Purchases and Sales*
See the attached Schedule A for purchases and sales made by Lehman
Brothers Inc. for clients during the past 60 days.
______________________
* All purchases and sales were made in brokerage transactions on the
New York Stock Exchange ("NYSE"), unless otherwise indicated.
<PAGE>
Schedule A
-----------
Purchases and Sales made by Lehman Brothers Inc.
------------------------------------------------
CUSIP: 585509102000 Security Description: Mellon Bank Corp.
<TABLE>
<CAPTION>
Trans. Date # Shares Bought # Shares Sold Price Per Where & How Transacted Account Number
- ----------- --------------- ------------- --------- ---------------------- -----------------------
Share
-----
<S> <C> <C> <C> <C> <C>
04/04/94 0 200 55.25 NYSE ROUND LOT 00002-00211573-01-1-USD
04/05/94 0 100 55.25 NYSE ROUND LOT 00002-00215314-01-6-USD
100 0 55.25 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD
04/06/94 0 200 55.125 NYSE ROUND LOT 00002-00211573-01-1-USD
200 0 55.25 NYSE ROUND LOT 00002-00211573-01-1-USD
04/07/94 2,000 0 56.50 NYSE ROUND LOT 00002-00211157-01-3-USD
04/11/94 400 0 58.00 NYSE ROUND LOT 00002-00211573-01-1-USD
04/12/94 0 200 58.625 NYSE ROUND LOT 00002-00211573-01-1-USD
04/13/94 0 200 58.25 NYSE ROUND LOT 00002-00211573-01-1-USD
04/14/94 200 0 58.375 NYSE ROUND LOT 00002-00211573-01-1-USD
04/15/94 21,300 0 55.00 EXER-ASSIGNMENT 00002-00211521-01-0-USD
0 200 58.25 NYSE ROUND LOT 00002-00211525-01-1-USD
400 0 58.375 NYSE ROUND LOT 00002-00211525-01-1-USD
2,800 0 58.50 NYSE ROUND LOT 00002-00211525-01-1-USD
0 200 58.75 NYSE ROUND LOT 00002-00211573-01-1-USD
0 2,700 58.50 NYSE ROUND LOT 00002-00211580-01-6-USD
0 200 58.125 NYSE ROUND LOT 00002-00215314-01-6-USD
200 0 58.125 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD
04/18/94 0 200 58.25 NYSE ROUND LOT 00002-00211525-01-1-USD
0 400 58.375 NYSE ROUND LOT 00002-00211525-01-1-USD
0 200 58.625 NYSE ROUND LOT 00002-00211525-01-1-USD
0 200 58.75 NYSE ROUND LOT 00002-00211525-01-1-USD
<PAGE>
<PAGE>
CUSIP: 585509102000 Security Description: Mellon Bank Corp.
Trans. Date # Shares Bought # Shares Sold Price Per Where & How Transacted Account Number
- ----------- --------------- ------------- --------- ---------------------- -----------------------
Share
-----
0 200 59.00 NYSE ROUND LOT 00002-00211525-01-1-USD
0 200 59.375 NYSE ROUND LOT 00002-00211525-01-1-USD
10,000 0 59.75 NYSE ROUND LOT 00002-00215382-01-3-USD
0 10,000 59.75 NYSE W.I. *NOT IN USE* 00002-00215382-01-3-USD
04/19/94 0 22,500 58.25 NYSE ROUND LOT 00002-00211521-01-0-USD
7,700 0 58.50 NYSE W.I. *NOT IN USE* 00002-00211566-01-5-USD
3,500 0 58.50 NYSE ROUND LOT 00002-00215314-01-6-USD
6,500 0 58.625 NYSE ROUND LOT 00002-00215314-01-6-USD
0 10,000 58.581 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD
04/20/94 0 200 58.125 NYSE ROUND LOT 00002-00211525-01-1-USD
0 200 58.25 NYSE ROUND LOT 00002-00211525-01-1-USD
0 7,700 58.625 NYSE ROUND LOT 00002-00211566-01-5-USD
400 0 57.875 NYSE ROUND LOT 00002-00211573-01-1-USD
600 0 58.00 NYSE ROUND LOT 00002-00211573-01-1-USD
200 0 58.125 NYSE ROUND LOT 00002-00211573-01-1-USD
04/21/94 200 0 57.75 NYSE ROUND LOT 00002-00211573-01-1-USD
04/25/94 0 200 56.75 NYSE ROUND LOT 00002-00211525-01-1-USD
04/26/94 0 3,400 56.00 CINCINNATI-MIDWEST CNS 00002-00211508-01-7-USD
1,600 0 56.625 CINCINNATI-MIDWEST CNS 00002-00211508-01-7-USD
1,800 0 56.50 CINCINNATI-MIDWEST CNS 00002-00211508-01-7-USD
0 1,600 56.625 CINCINNATI-MIDWEST CNS 00002-00211516-01-0-USD
0 1,800 56.50 CINCINNATI-MIDWEST CNS 00002-00211516-01-0-USD
3,400 0 56.5588 NYSE W.I. *NOT IN USE* 00002-00211516-01-0-USD
0 100 55.75 NYSE ROUND LOT 00002-00211525-01-1-USD
0 100 56.00 NYSE ROUND LOT 00002-00211525-01-1-USD
0 16,000 55.625 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD
1,600 0 55.625 NYSE ROUND LOT 00002-00215314-01-6-USD
0 16,000 55.625 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD
0 1,600 55.625 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD
04/28/94 0 200 55.875 NYSE ROUND LOT 00002-00211517-01-8-USD
0 200 55.875 NYSE ROUND LOT 00002-00211517-01-8-USD
0 200 55.75 NYSE ROUND LOT 00002-00211517-01-8-USD
0 200 55.75 NYSE ROUND LOT 00002-00211517-01-8-USD
<PAGE>
<PAGE>
CUSIP: 585509102000 Security Description: Mellon Bank Corp.
Trans. Date # Shares Bought # Shares Sold Price Per Where & How Transacted Account Number
- ----------- --------------- ------------- --------- ---------------------- -----------------------
Share
-----
0 200 55.625 NYSE ROUND LOT 00002-00211517-01-8-USD
0 200 55.75 NYSE ROUND LOT 00002-00211517-01-8-USD
800 0 55.8125 NYSE W.I. *NOT IN USE* 00002-00211517-01-8-USD
400 0 55.6875 NYSE W.I. *NOT IN USE* 00002-00211517-01-8-USD
0 800 55.8125 NYSE W.I. *NOT IN USE* 00002-00211525-01-1-USD
0 400 55.6875 NYSE W.I. *NOT IN USE* 00002-00211573-01-1-USD
04/29/94 0 200 55.625 NYSE ROUND LOT 00002-00211573-01-1-USD
0 200 55.875 NYSE ROUND LOT 00002-00211573-01-1-USD
05/02/94 0 100 55.625 NYSE ROUND LOT 00002-00211573-01-1-USD
0 100 55.75 NYSE ROUND LOT 00002-00211573-01-1-USD
05/03/94 0 2,000 56.00 NYSE ROUND LOT 00002-00211157-01-3-USD
0 200 56.00 NYSE ROUND LOT 00002-00211573-01-1-USD
0 200 56.25 NYSE ROUND LOT 00002-00211573-01-1-USD
40 0 56.04 NYSE W.I. *NOT IN USE* 00310-31028026-01-8-USD
86 0 56.04 NYSE W.I. *NOT IN USE* 00310-31029412-01-9-USD
608 0 56.04 NYSE W.I. *NOT IN USE* 00399-39912556-01-6-USD
05/04/94 0 2,000 56.125 OTC AGENCY STOCK 00002-00211572-01-3-USD
05/05/94 0 1,500 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD
0 3,000 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD
0 3,000 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD
0 300 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD
0 75 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD
0 60 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD
0 1,500 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD
0 3,000 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD
0 3,000 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD
0 300 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD
0 75 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD
0 60 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD
05/09/94 0 2,000 56.125 OTC AGENCY STOCK 00002-00211572-01-3-USD
05/12/94 13 0 56.125 NYSE ODD LOT 00002-00211517-01-8-USD
100 0 56.125 NYSE ROUND LOT 00002-00211517-01-8-USD
0 113 56.125 NYSE W.I. *NOT IN USE* 00002-00211517-01-8-USD
<PAGE>
<PAGE>
CUSIP: 585509102000 Security Description: Mellon Bank Corp.
Trans. Date # Shares Bought # Shares Sold Price Per Where & How Transacted Account Number
- ----------- --------------- ------------- --------- ---------------------- -----------------------
Share
-----
05/16/94 4,000 0 56.00 NYSE W.I. *NOT IN USE* 00002-00211582-01-2-USD
50,000 0 56.00 NYSE ROUND LOT 00002-00215314-01-6-USD
0 252,800 56.00 NYSE ROUND LOT 00002-00215314-01-6-USD
0 18 56.00 NYSE ODD LOT 00002-00215314-01-6-USD
203,535 0 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD
15,110 0 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD
15,000 0 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD
2,034 0 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD
2,034 0 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD
69 0 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD
5,036 0 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD
10,000 0 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD
0 50,000 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD
142,800 0 56.00 NYSE ROUND LOT 00002-00215361-01-7-USD
0 1,200 56.00 NYSE ROUND LOT 00002-00215361-01-7-USD
0 3,000 56.125 NYSE ROUND LOT 00002-00215361-01-7-USD
0 138,600 56.00 NYSE ROUND LOT 00002-00215361-01-7-USD
0 10,000 56.00 NYSE W.I. *NOT IN USE* 00002-00215384-01-9-USD
10,000 0 56.00 NYSE ROUND LOT 00002-00215384-01-9-USD
05/17/94 2,600 0 56.00 NYSE ROUND LOT 00002-00215375-01-7-USD
17,400 0 56.125 NYSE ROUND LOT 00002-00215375-01-7-USD
5,000 0 57.00 NYSE ROUND LOT 00002-00215375-01-7-USD
0 5,000 56.287 NYSE W.I. *NOT IN USE* 00002-00215375-01-7-USD
0 7,500 56.287 NYSE W.I. *NOT IN USE* 00002-00215375-01-7-USD
0 8,000 56.287 NYSE W.I. *NOT IN USE* 00002-00215375-01-7-USD
0 2,000 56.287 NYSE W.I. *NOT IN USE* 00002-00215375-01-7-USD
0 1,000 56.287 NYSE W.I. *NOT IN USE* 00002-00215375-01-7-USD
0 1,500 56.287 NYSE W.I. *NOT IN USE* 00002-00215375-01-7-USD
05/18/94 13,100 0 57.00 NYSE ROUND LOT 00002-00215375-01-7-USD
2,500 0 57.125 NYSE ROUND LOT 00002-00215375-01-7-USD
3,700 0 57.25 NYSE ROUND LOT 00002-00215375-01-7-USD
700 0 56.875 NYSE ROUND LOT 00002-00215375-01-7-USD
0 2,000 57.0575 NYSE W.I. *NOT IN USE* 00002-00215375-01-7-USD
0 7,500 57.0575 NYSE W.I. *NOT IN USE* 00002-00215375-01-7-USD
0 7,500 57.0575 NYSE W.I. *NOT IN USE* 00002-00215375-01-7-USD
0 1,000 57.0575 NYSE W.I. *NOT IN USE* 00002-00215375-01-7-USD
<PAGE>
<PAGE>
CUSIP: 585509102000 Security Description: Mellon Bank Corp.
Trans. Date # Shares Bought # Shares Sold Price Per Where & How Transacted Account Number
- ----------- --------------- ------------- --------- ---------------------- -----------------------
Share
-----
0 2,000 57.0575 NYSE W.I. *NOT IN USE* 00002-00215375-01-7-USD
05/19/94 0 200 57.50 NYSE ROUND LOT 00002-00211582-01-2-USD
05/20/94 0 700 57.25 NYSE ROUND LOT 00002-00211582-01-2-USD
0 2,200 57.625 NYSE ROUND LOT 00002-00211582-01-2-USD
05/23/94 0 200 56.375 NYSE ROUND LOT 00002-00211582-01-2-USD
0 200 56.50 NYSE ROUND LOT 00002-00211582-01-2-USD
0 300 56.625 NYSE ROUND LOT 00002-00211582-01-2-USD
05/24/94 0 200 57.75 NYSE ROUND LOT 00002-00211582-01-2-USD
20,000 0 57.75 NYSE ROUND LOT 00002-00215314-01-6-USD
0 20,000 57.75 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD
05/27/94 1,000 0 57.875 NYSE W.I. *NOT IN USE* 00002-00215382-01-3-USD
0 1,000 57.875 NYSE ROUND LOT 00002-00215382-01-3-USD
</TABLE>
<PAGE>
<PAGE>
EXHIBIT 4
AGREEMENT
---------
AGREEMENT (the "Agreement") dated May 27, 1994 by and between
AMERICAN EXPRESS COMPANY ("AXP") and AMERICAN EXPRESS TRAVEL RELATED SERVICES
COMPANY, INC. ("TRS").
Whereas, AXP wishes to transfer to TRS, and TRS wishes to accept,
those certain assets of AXP listed on Appendix A attached hereto and made a
part hereof (the "Assets").
Accordingly, in consideration of the mutual agreements, covenants,
representations and warranties herein contained, the parties hereby agree as
follows:
ARTICLE I - TRANSFER OF THE ASSETS
----------------------------------
1.01. Transfer and Delivery. At the Closing (as defined in Section
1.04), AXP will assign, transfer and deliver to TRS or its permitted
assignees, and TRS (or such assignees) shall accept from AXP, all right,
title and interest of AXP in and to the Assets, free and clear of all liens,
claims, charges, encumbrances and security interests of whatever nature,
except as set forth in Appendix A.
1.02. Delivery of Assets. At the Closing, AXP will deliver to TRS
(or its permitted assignees) such bills of sale, endorsements, stock powers,
assignments and other instruments of transfer and conveyance reasonably
satisfactory in form and substance to TRS, and having all requisite stock
transfer stamps, if any, attached, required to assign and transfer AXP's
interest in the Assets.
1.03. Consideration. At the closing TRS shall issue 5,180 shares of
its 7% Redeemable Preferred Shares, Series A (the "Shares") to AXP. The
Shares will be issued in fully registered form and registered in the name of
AXP or its nominee. Each certificate representing Shares will contain a
legend stating that no sale, pledge, hypothecation or other transfer of such
Shares shall be made except in a transaction that is not in violation of the
Securities Act of 1933, as amended (the "Act").
1.04. Closing. The closing (the "Closing") will take place in New
York, at 10:00 A.M., on the date hereof or at such other date and time as the
parties hereto may agree (the "Closing Date").
ARTICLE II - REPRESENTATIONS AND WARRANTIES
-------------------------------------------
OF AXP
------
AXP represents and warrants to TRS as follows:
2.01. Title. To the knowledge of AXP, all of the Assets are owned
by AXP free and clear of all liens, claims, charges, encumbrances and security
interests of whatever nature.
<PAGE>
2.02 Due Authorization. AXP is a corporation duly organized,
validly existing and in good standing under the laws of the State of New York.
AXP has all requisite corporate power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby by AXP have been duly and validly authorized
by all necessary corporate action on the part of AXP. This Agreement has been
duly executed and delivered by AXP, and (assuming the valid execution by TRS)
constitutes a valid and binding agreement of AXP, enforceable against AXP in
accordance with its terms, except as such enforceability may be affected by
bankruptcy and other similar laws affecting creditors' rights generally and by
general principles of equity.
2.03. Consents and Approvals; No Violation. Neither the execution
and delivery of this Agreement nor the consummation of the transactions
contemplated hereby by AXP will (a) require AXP to file or register with,
notify, or obtain any permit, authorization, consent or approval of, any
governmental or regulatory authority, except for such filings on Schedules 13D
or 13G and such filings under Section 16 of the Securities and Exchange Act of
1934 as may be required; (b) violate or breach any provision of, or constitute
a default (or any event that with notice or lapse of time or both would
constitute a default) under, any of the terms of any material note, bond,
indenture, franchise, license, permit, lease, agreement or other instrument,
commitment or obligation to which AXP is a party or by which its properties or
assets may be bound; (c) violate any law or statute or any order, writ,
injunction, decree, judgment or ruling of any court or governmental authority
applicable to AXP or any of its properties or assets; or (d) conflict with or
breach any provision of the charter documents or by-laws of AXP.
ARTICLE III - REPRESENTATIONS AND WARRANTIES OF TRS
---------------------------------------------------
TRS represents and warrants to AXP as follows:
3.01. Due Authorization. TRS is a corporation duly organized,
validly existing and in good standing under the laws of the State of New York.
TRS has all requisite corporate power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby by TRS have been duly and validly authorized
by all necessary corporate action of TRS. This Agreement has been duly
executed and delivered by TRS and (assuming the valid execution by AXP),
constitutes a valid and binding obligation of TRS, enforceable against it in
accordance with its terms, except as such enforceability may be affected by
bankruptcy and other similar laws affecting creditors' rights generally and by
general principles of equity.
3.02. Consents and Approvals; No Violation. Neither the execution
and delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, nor the issuance and delivery of the Shares by TRS will
(a) require TRS to file or register with, notify, or obtain any permit,
authorization, consent or approval of, any governmental or regulatory
authority, except for such (i) filings on Schedules 13D or 13G and such
filings under Section 16 of the Securities and Exchange Act of 1934 as may be
required and (ii) the filing of the Certificate of Amendment (the
"Certificate") with the Department of State of the State of New York and such
other consents, approvals, authorizations, registrations, qualifications or
filings as may be required under the securities or blue sky laws of any
jurisdiction; (b) violate or breach any provision of, or constitute a default
(or any event that with notice or lapse of time or both would constitute a
default) under, any of the terms of any material note, bond, indenture,
franchise, license, permit, lease, agreement or other instrument, commitment
or obligation to which TRS is a party or by which its properties or assets may
be bound; (c) violate any order, writ, injunction, decree, judgment, law or
2
<PAGE>
ruling, of any court or governmental authority applicable to TRS or any of its
property or assets; or (d) conflict with or breach any provision of the
charter documents or by-laws of TRS.
3.03. Issuance of the Shares. The Shares have been validly
authorized and, upon payment therefor, consisting of the sale and transfer of
the Assets as provided in this Agreement, will be validly issued and
outstanding, fully paid and nonassessable and free of preemptive rights, with
no personal liability attaching to the ownership thereof, and none of the
Shares will be subject to any lien, charge or encumbrance or any other claim
of any third party arising out of any act of the Company. When issued, the
Shares will have such designation, preference, limitations and relative rights
as set forth in the Certificate.
3.04. Certificate of Amendment. Prior to the Closing the Certificate
will be filed with the Department of State of the State of New York without
modification to the form thereof attached hereto as Exhibit A.
ARTICLE IV - COVENANTS
----------------------
4.01. Notices. Immediately following the Closing: (a) the parties
hereto shall notify Mellon Bank Corporation ("Mellon") of the transfer of the
Mellon Shares and the Mellon Warrants to TRS, and shall request Mellon to
register the Mellon Shares in the name of TRS or its nominee, (b) the parties
shall also notify Mellon Bank, N.A. as warrant agent under the Warrant
Agreement, of the transfer of the Mellon Warrants and request such agent to
register the Mellon Warrants in the name of TRS, (c) the parties shall notify
First Data Corporation ("FDC") or its transfer agent of the transfer of the
FDC Shares to TRS, and shall request FDC or such transfer agent to register
the FDC Shares in the name of TRS or its nominee, (d) AXP shall deliver
instructions to Smith Barney Shearson Inc. ("SBS") directing SBS to make
payment of AXP's applicable share under the SBS Participation Agreements to an
account of TRS or as otherwise instructed by TRS from time to time and (e) the
parties shall notify Lehman Brothers Holdings Inc. ("LBH") of the transfer of
the LBH Preferred Stock to TRS, and shall request LBH to register the LBH
Preferred Stock in the name of TRS or its nominee.
4.02. Transfer of Rights and Obligations. At the Closing, TRS shall
become entitled to all AXP's rights and benefits in respect of the Assets.
Any dividends or other benefits received by AXP in respect of the Mellon
Shares, the FDC Shares, the LBH Preferred Shares and any payments received by
AXP on the SBS Participation Agreements on or after the Closing Date shall be
for the benefit of TRS, and shall be promptly forwarded to TRS upon any such
receipt by AXP.
4.03. The Shares. Until such time that neither AXP nor any subsidiary
of AXP no longer owns any Shares, TRS shall not amend, supplement or otherwise
modify the Certificate without the prior written consent of AXP.
4.04. Conditions of Closing. TRS and AXP agree that the performance
by each party of its obligations hereunder shall be conditioned on and subject
to the accuracy on and as if made on the Closing Date of the other party's
respective representations and warranties, performance of their respective
covenants and other obligations hereunder and to the following conditions:
that such party shall have received such documents, certificates and opinions
as it may reasonably request and all proceedings taken in connection with the
Closing shall be reasonably satisfactory in form and substance to such party
and its counsel.
4.05. Private Placement. AXP understands that the Shares have not
been registered under the Act and covenants that it has purchased the Shares
for its own account and intends to hold the Shares for investment and not for
resale.
3
<PAGE>
ARTICLE V - MISCELLANEOUS
-------------------------
5.01. Amendment and Modification. This Agreement may be amended,
modified or supplemented only by written agreement of the parties hereto.
5.02. Expenses; No Tax Payments. Except as otherwise expressly
provided in this Agreement, all costs and expenses incurred in connection with
this Agreement and the transactions contemplated hereby will be paid by the
party incurring such costs and expenses.
5.03. Additional Assurances. Subject to the terms of this
Agreement, each of the parties hereto shall use all reasonable efforts to
take, or cause to be taken, all actions, and to do, or cause to be done, all
things necessary, proper, or advisable to consummate and make effective the
transactions contemplated hereby.
5.04. Counterparts. This Agreement may be executed in any number of
counterparts, and all such counterparts shall together constitute the same
agreement.
5.05. Successors and Assigns. This Agreement shall be binding on
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns. TRS may assign its rights hereunder to purchase any of
the Assets to any of its wholly-owned subsidiaries.
5.06. No Third Party Beneficiaries. Nothing in this Agreement,
express or implied, is intended, or shall be construed to confer upon or give
to any person, firm or corporation other than the parties hereto and their
permitted successors and assigns, any rights or remedies under or by reason of
this Agreement or of any term, provision, condition, undertaking, warranty,
representation or agreement contained herein.
5.07. Notices. Any notice, request, demand or other communication
required or permitted hereunder shall be in writing and shall be deemed to
have been duly given (i) upon delivery if delivered by hand or overnight
courier, or (ii) upon receipt if given by telecopier or telex, or (iii) three
days after being mailed if by registered or certified mail, return-receipt
requested, in each case, addressed as follows:
(a) If to AXP:
American Express Company
American Express Tower
World Financial Center
New York, New York 10285
Telecopy: 212-619-7099
Attn: General Counsel
(b) If to TRS:
American Express Travel Related Services
Company, Inc.
American Express Tower
World Financial Center
New York, New York 10285
Telecopy: 212-640-5423
Attn: General Counsel
or such other address as any party shall furnish to the other parties in
writing.
4
<PAGE>
5.08. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without giving
effect to the conflict of laws principles thereof.
5.09. Waiver of Compliance. Any failure of any of the parties to
comply with any obligation, covenant, agreement or condition herein may be
waived by the party or parties entitled to the benefits thereof, but such
waiver or failure to insist upon strict compliance with such
obligation,covenant, agreement or condition shall not operate as a waiver of,
or estoppel with respect to, any subsequent or other failure.
5.10. Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
5.11. Entire Agreement. This Agreement, and the other documents and
certificates delivered hereunder, set forth the entire agreement and
understanding of the parties hereto in respect of the subject matter contained
herein, and supersede all prior agreements, covenants, representations or
warranties, whether oral or written, by any party hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered as of the day and year first above written.
AMERICAN EXPRESS COMPANY
By: /s/Michael P. Monaco
--------------------
Name: Michael P. Monaco
Title: Executive Vice President
and Chief Financial Officer
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC.
By: /s/Walter S. Berman
-------------------
Name: Walter S. Berman
Title: Executive Vice President
and Chief Financial Officer
5
<PAGE>
Appendix A
----------
LIST OF ASSETS
- --------------
1. 2,500,000 shares of the Common Stock of Mellon Bank Corporation (the
"Mellon Shares"), Warrants to Purchase up to 3,000,000 shares of the
Common Stock of Mellon Bank Corporation (the "Mellon Warrants"), the
rights of AXP under that certain Registration Rights Agreement dated
May 21, 1993, between Shearson Lehman Brothers Inc. and Mellon Bank
Corporation (the "Rights Agreement").
2. A 100% participation interest in all payments received by AXP under
that certain Additional Purchase Price-Based on Profit Participation
Agreement and that certain Additional Purchase Price Based on Revenue
Agreement, each dated as of July 31, 1993, and entered into by and
between Smith Barney Shearson Inc. and Lehman Brothers Inc. (the "SBS
Participation Agreements"), and assigned as to 92.76% from Lehman
Brothers Inc. to AXP. AXP shall retain its rights with respect to
delivering joint instructions with Nippon Life Insurance Company and
its rights regarding objections, consultations and determinations,
including its obligations to Nippon Life.
3. 13,571,000 shares of the Common Stock of First Data Corporation (the
"FDC Shares").
4. 928 shares of the Redeemable Voting Preferred Stock of Lehman
Brothers Holdings Inc. ("LBH") and 8,000,000 shares of LBH Cumulative
Voting Preferred Stock (collectively, the "LBH Preferred Shares") and
the rights of AXP under that certain Purchase and Exchange Agreement
dated May 26, 1994, between AXP and LBH, and the rights of AXP under
that certain Registration Rights Agreement dated as of May 26, 1994
between AXP and LBH.
At the Closing, AXP will deliver to TRS the certificates representing
the Mellon Shares, the Mellon Warrants, the FDC Shares and the LBH
Preferred Shares, duly endorsed in blank, or accompanied by a stock
power or other proper instrument of assignment duly executed in blank
and (b) an assignment in proper form assigning payments received
under the SBS Participation Agreements.
6
<PAGE>
EXHIBIT 5
_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Mellon Bank Corporation
_______________________
(Name of issuer)
Common Stock, $.50 par value
____________________________
(Title of class of securities)
585509102
_________
(CUSIP number)
Louise M. Parent, Esq.
American Express Company
American Express Tower
World Financial Center
New York, New York 10285
(212) 640-2000
________________________________________________________
(Name, address and telephone number of person authorized
to receive notices and communications)
June 30, 1993
_____________________________
(Date of event which requires
filing of this statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D because of Rule 13d-1(b)(3) or (4), check the
following box
_____
Check the following box if a fee is being paid with this
statement
X
_____
<PAGE>
SCHEDULE 13D
CUSIP NO. 585509102
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
_________________________________________________
American Express Company
13-4922250
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
_________________________________________________
(A) _____ (B) _____
3) SEC USE ONLY
____________
4) SOURCE OF FUNDS
_______________
WC, OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
_________________________________________________________
PURSUANT TO ITEMS 2(d) OR 2(e)
______________________________ _____
6) CITIZENSHIP OR PLACE OF ORGANIZATION
____________________________________
New York
7) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
____________________________________________________________
WITH SOLE VOTING POWER
______________________
5,501,668
8) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
____________________________________________________________
WITH SHARED VOTING POWER
________________________
697
9) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
____________________________________________________________
WITH SOLE DISPOSITIVE POWER
___________________________
5,512,303
10) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
____________________________________________________________
WITH SHARED DISPOSITIVE POWER
_____________________________
852,317
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
____________________________________________________________
6,364,620
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
______________________________________________________________________
_____
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
__________________________________________________
9.6%
14) TYPE OF REPORTING PERSON
________________________
HC, CO
<PAGE>
<PAGE>
Item 1. Security and Issuer.
___________________
The class of equity securities to which this statement relates
is the common stock, $.50 par value (the "Common Stock"), of Mellon
Bank Corporation (the "Issuer"), a Pennsylvania corporation. The
principal executive offices of the Issuer are located at One Mellon
Bank Center, Pittsburgh, Pennsylvania 15258.
Item 2. Identity and Background.
_______________________
(a)-(c), (f) This Statement is filed by American Express
Company ("American Express"), a New York corporation. The principal
business of American Express is providing travel related services,
investors diversified financial services, international banking
services and investment services throughout the world. The address of
the principal business and principal office of American Express is
American Express Tower, World Financial Center, New York, New York
10285.
The name, residence or business address, present principal
occupation or employment, and the name, principal business and address
of any corporation or other organization in which such employment is
conducted, and citizenship, of each executive officer and director of
American Express are set forth in Exhibit 1 hereto, which is
incorporated herein by reference.
(d)(e) Neither American Express, nor, to the best of its
knowledge, any of the current directors or executive officers of
American Express, have during the last five years, (i) been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
_________________________________________________
On May 21, 1993, Shearson Lehman Brothers Inc. ("Shearson"), an
indirect subsidiary of American Express and a broker-dealer registered
under Section 15 of the Securities Exchange Act of 1934, received,
among other consideration, 2,500,000 shares of Common Stock and
3,000,000 warrants to purchase 3,000,000 shares of Common Stock (the
"Warrants"), in connection with the sale to the Issuer by Shearson of
its indirect subsidiary, The Boston Company, Inc. On June 30, 1993,
American Express purchased all such shares and warrants from Shearson
for $168,800,000. American Express obtained the funds for such
purchase from its working capital.
-3-
<PAGE>
At June 30, 1993, certain indirect subsidiaries of American
Express (the "Managing Subsidiaries") also held 864,620 shares of
Common Stock. American Express disclaims beneficial ownership of the
shares held by the Managing Subsidiaries. The Managing Subsidiaries
purchased the shares of Common Stock held by them in the ordinary
course of managing investment portfolios or trading on behalf of third
parties and obtained the funds for such purchases from these third
parties.
Item 4. Purpose of Transaction.
______________________
All the shares of Common Stock that are held directly by
American Express have been acquired for investment purposes. All
shares of Common Stock referred to in this statement that are held by
the Managing Subsidiaries were acquired by the Managing Subsidiaries
for investment purposes on behalf of third parties in the ordinary
course of managing investment portfolios or trading for these third
parties. Subject to the restrictions set forth in Item 6 below,
American Express, the Managing Subsidiaries, as well as other
subsidiaries of American Express may, from time to time, sell some or
all of the shares of Common Stock in the open market, in private
transactions or underwritten offerings, or hold shares of Common Stock
as part of their own investment portfolio or in accounts which are
managed on behalf of third parties. American Express and the Managing
Subsidiaries intend to review their investments in the Issuer
periodically and depending on their assessment of relevant factors
(including general economic and market conditions, matters relating to
the Issuer's business prospects and financial condition and the market
for its securities, and matters relating to American Express) may
determine from time to time to acquire additional securities of the
Issuer or to dispose of any or all of the shares of Common Stock or
Warrants.
Except as described above, neither American Express nor, to the
best of its knowledge, any of its subsidiaries, have any present plans
or proposals which relate to or would result in any of the
transactions or events described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
____________________________________
(a) As of June 30, 1993, American Express beneficially owned
6,364,620 shares of Common Stock, including 3,000,000 shares of Common
Stock subject to the Warrants, 864,352 shares of Common Stock held by
the Managing Subsidiaries, and 820 shares of the Issuer's Series B
Convertible Preferred Stock convertible into approximately 268 shares
of Common Stock held by the Managing Subsidiaries, representing in the
aggregate approximately 9.6% of the outstanding shares of Common
Stock. As of June 30, 1993, to the best knowledge of American
Express, none of the executive officers or directors of American
Express beneficially owned shares of Common Stock.
-4-
<PAGE>
(b) As of June 30, 1993, American Express had the sole power
to vote or direct the vote, and to dispose or direct the disposition,
of 5,500,000 shares of Common Stock beneficially owned by it directly,
subject to certain agreements referred to in Item 6 below and
incorporated herein by reference. The Managing Subsidiaries have sole
power to vote or direct the vote, and dispose of or direct the
disposition of, 1,668 and 12,303 shares of Common Stock, respectively.
Voting and dispositive power is shared between the Managing
Subsidiaries and their customers with respect to 697 and 852,317
shares of Common Stock, respectively, in the ordinary course of
managing investment portfolios on behalf of such customers.
(c) Except as described in Item 3 or as set forth in Exhibit 2
hereto, which is incorporated herein by reference, neither American
Express, nor to the best knowledge of American Express, the Managing
Subsidiaries or any director or executive officer of American Express,
has effected any transaction in the shares of Common Stock during the
past 60 days.
(d) Neither American Express, nor, to its best knowledge, any
of its executive officers or directors, knows of any other persons who
have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of Common
Stock beneficially owned by American Express.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
_____________________________________________________________
Respect to Securities of the Issuer.
___________________________________
American Express purchased 2,500,000 shares of Common Stock and
3,000,000 Warrants from Shearson pursuant to a Purchase Agreement
dated June 30, 1993 among American Express, Shearson and Shearson
Lehman Brothers Holdings Inc. The Purchase Agreement is filed as
Exhibit 3 hereto, and is incorporated herein by reference.
American Express has entered into a letter agreement with the
Issuer dated June 30, 1993, pursuant to which American Express has
agreed not to sell 2,500,000 shares of Common Stock and 3,000,000
Warrants prior to July 25, 1993, subject to certain exceptions. The
letter agreement is filed as Exhibit 4 hereto, and is incorporated
herein by reference.
American Express has certain rights relating to the Common
Stock and Warrants purchased from Shearson, under a Registration
Rights Agreement between Shearson and the Issuer dated May 21, 1993, a
Warrant Agreement between the Issuer and Mellon Bank, N.A., as Warrant
Agent, dated May 21, 1993, and a Stock Purchase Agreement between the
Issuer and Shearson dated September 14, 1992. Copies of such
agreements are filed herewith as Exhibits 5, 6, and 7, respectively,
and are incorporated herein by reference.
American Express has made a commitment to the staff of the
Federal Reserve Board not to exercise the Warrants to the extent such
exercise would result in American Express owning more than five
percent of the outstanding Common Stock (other than shares held in a
fiduciary capacity). A copy of a letter confirming such commitment is
filed as Exhibit 8 hereto, and is incorporated herein by reference.
-5-
<PAGE>
Except as described in this Item 6 and in Item 5(b) above,
neither American Express, nor, to the best knowledge of American
Express, any of the executive officers or directors of American
Express, has any contracts, arrangements, understandings or
relationships (legal or otherwise) with each other or with any other
person with respect to any securities of the Issuer, including but not
limited to the transfer or voting of any of the shares of the Common
Stock, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or
the giving or withholding or proxies.
Item 7. Material to be Filed as Exhibits.
________________________________
1. Information with respect to executive officers and
directors of American Express Company.
2. Purchases and sales of common stock of Mellon Bank
Corporation since April 30, 1993.
3. Purchase Agreement dated June 30, 1993 among
Shearson Lehman Brothers Holdings Inc., Shearson
Lehman Brothers Inc. and American Express Company.
4. Letter Agreement dated June 30, 1993 between American
Express Company and Mellon Bank Corporation.
5. Form of Registration Rights Agreement between Mellon Bank
Corporation and Shearson Lehman Brothers Inc.
(incorporated by reference from Exhibit 4.6 to Mellon
Bank Corporation's Registration Statement on Form S-3, as
amended (File No. 33-61822)).
6. Form of Warrant Agreement between Mellon Bank Corporation
and Mellon Bank, N.A., as Warrant Agent (incorporated by
reference from Exhibit 4.4 to Mellon Bank Corporation's
Registration Statement on Form S-3, as amended (File No.
33-61822)).
7. Stock Purchase Agreement dated as of September 14, 1992
by and between Mellon Bank Corporation and Shearson
Lehman Brothers Inc. (incorporated by reference from
Exhibit 10.15 to Shearson Lehman Brothers Holdings Inc.
Annual Report on Form 10-K for the year ended December
31, 1992).
8. Letter from Paul Seader, Assistant General Counsel of
American Express Company, to J. Virgil Mattingly, General
Counsel of the Federal Reserve Board, dated February 25,
1993, relating to the exercise of certain warrants.
-6-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: July 9, 1993
AMERICAN EXPRESS COMPANY
By: /s/ Stephen P. Norman
_________________________
Name: Stephen P. Norman
Title: Secretary
<PAGE>
