SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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 9, 1995
(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, and is filing this Schedule 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
____
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SCHEDULE 13D
CUSIP NO. 585509-10-2
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
Not applicable.
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
0
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
0
10) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER
9,115
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,115
12) CHECK LINE IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
____
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00622%
14) TYPE OF REPORTING PERSON
HC, CO
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SCHEDULE 13D
CUSIP NO. 585509-10-2
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
Not applicable.
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
-0-
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
-0-
10) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER
-0-
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12) CHECK LINE IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
____
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14) TYPE OF REPORTING PERSON
CO
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Item 1. Security and Issuer.
No change.
Item 2. Identity and Background.
No changes to Item 2, except for changes to Exhibits 1 and 2.
Item 3. Source and Amount of Funds or Other Consideration.
On November 15, 1994, the Issuer effected a three-for-two stock
split of the Issuer's Common Stock. Prior to the stock split, American
Express Travel Related Services Company, Inc. ("TRS") was the direct
beneficial owner of 2,500,000 shares of Common Stock of the Issuer and
warrants to purchase up to 3,000,000 shares of Common Stock of the Issuer.
Following the stock split, TRS was the direct beneficial owner of 3,750,000
shares of Common Stock and warrants to purchase 4,500,000 shares of Common
Stock.
Pursuant to an Agreement, dated June 9, 1995, between TRS and the
Issuer, a copy of which is filed as Exhibit 3 hereto and incorporated by
reference herein, TRS sold all of such Common Stock to the Issuer for
$158,906,250 and all of such warrants to the Issuer for $54,000,000.
At June 9, 1995, certain indirect subsidiaries of American Express
(the "Managing Subsidiaries") held 9,115 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.
See Item 3.
Item 5. Interest in Securities of the Issuer.
(a) As of June 9, 1995, the Managing Subsidiaries
beneficially owned 9,115 shares of Common Stock representing 0.00622% of
the outstanding shares of Common Stock. As of June 9, 1995, 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) Dispositive power is shared between the Managing
Subsidiaries and their customers with respect to all 9,115 shares of Common
Stock in the ordinary course of managing investment portfolios on behalf of
such customers. The Managing Subsidiaries have no power to vote or direct
the vote of any shares of Common Stock.
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(c) Except as described in Item 3 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 the Managing Subsidiaries.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as described in Item 3 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.
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<PAGE>
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. Agreement dated June 9, 1995, between American Express
Travel Related Services Company, Inc. and the Issuer.
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<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 19, 1995
AMERICAN EXPRESS COMPANY
By: /s/ Stephen P. Norman
Name: Stephen P. Norman
Title: Secretary
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<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 19, 1995
AMERICAN EXPRESS TRAVEL RELATED SERVICES
COMPANY, INC.
By: /s/ Stephen P. Norman
Name: Stephen P. Norman
Title: Secretary
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<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. Agreement dated June 9, 1995, between
American Express Travel Related Services
Company, Inc. and the Issuer.
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<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
Daniel F. Akerson Chairman of the Board and
Chief Executive Officer
General Instrument Corporation
181 W. Madison Street
49th Floor
Chicago, Illinois 60602
Anne L. Armstrong Chairman of the Board of Trustees
Center for Strategic and International
Studies
P.O. Box 1358
Kingsville, Texas 78364
Edwin L. Artzt Chairman of the Board and
Chief Executive Officer
The Procter & Gamble Company
One Procter & Gamble Plaza
Cincinnati, Ohio 45202-3315
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
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<PAGE>
Charles W. Duncan Jr. Duncan Interests
600 Travis
Suite 6100
Houston, Texas 77002-3007
Harvey Golub Chairman of the Board and
Chief Executive Officer
American Express Company
Beverly Sills Greenough Chairman
Lincoln Center for the Performing Arts
165 West 65th Street
9th Floor
New York, New York 10023
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
26th Floor
New York, New York 10022
Drew Lewis Chairman and Chief Executive Officer
Union Pacific Corporation
1170 Eighth Avenue
16th Floor
Bethlehem, Pennsylvania 18018
Aldo Papone Senior Advisor
American Express Company
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
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<PAGE>
EXECUTIVE OFFICERS OF AMERICAN EXPRESS WHO ARE NOT DIRECTORS
BUSINESS ADDRESS AND PRESENT
NAME PRINCIPAL OCCUPATION
Kenneth I. Chenault Vice Chairman
American Express Company
President, U.S.A.
American Express Travel Related Services
Company, Inc.
George L. Farr Vice Chairman
American Express Company
Steven D. Goldstein Chairman 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
American Express 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
Allan Z. Loren Executive Vice President and
Chief Information Officer
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
Phillip J. Riese President, Cardmember Financial Services
Group
American Express Travel Related
Services Company, Inc.
Chairman
American Express Centurion Bank
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<PAGE>
Thomas O. Ryder President, Establishment Services
Worldwide
American Express Travel
Related Services Company, Inc.
Thomas Schick Executive Vice President
American Express Company
Frank L. Skillern President, Consumer Card Group, U.S.
American Express Travel Relates Services
Company, Inc.
Jeffrey E. Stiefler President
American Express Company
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<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 of the Board and
Chief Executive Officer
American Express Company
Kenneth I. Chenault Vice Chairman
American Express Company
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.
Louise M. Parent Executive Vice President
and General Counsel
American Express Company
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<PAGE>
EXECUTIVE OFFICERS OF TRS WHO ARE NOT DIRECTORS
BUSINESS ADDRESS AND PRESENT
NAME PRINCIPAL OCCUPATION
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.
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<PAGE>
EXHIBIT 3
PURCHASE AGREEMENT dated as of June 9, 1995 between
MELLON BANK CORPORATION, a multibank holding company
incorporated under the laws of Pennsylvania
("Purchaser") and AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC. ("Seller"), a New York
corporation which is a wholly-owned subsidiary of
American Express Company, a New York corporation.
Pursuant to and on the terms of this Agreement, the Seller
desires to sell, and the Purchaser desires to purchase, 3,750,000 shares of
the Purchaser's common stock, $0.50 par value (the "Common Stock"), and
Warrants to acquire 4,500,000 shares of Common Stock (the "Warrants").
SECTION 1. Sale and Purchase of Common Stock and Warrants.
SECTION 1.1. At the Closing. Subject to the terms and
conditions of, and in reliance upon the representations and
warranties set forth in, this Agreement, Seller agrees to sell to
the Purchaser, and Purchaser agrees to purchase from Seller, on the
Closing Date at the Purchase Price referred to in Section 1.3., the
Common Stock and the Warrants (collectively the "Securities").
SECTION 1.2. Closing. The closing of the purchase and sale
of the Securities (the "Closing") shall take place at the offices of
Seller, World Financial Center, New York, New York 10285, on the
date hereof, or at such other place and date as the parties hereto
may agree (the "Closing Date").
At the Closing, Seller shall deliver to Purchaser certificates
representing the Common Stock and Warrants, duly endorsed in blank,
or accompanied by a stock power or other proper instrument of
assignment duly executed in blank, against payment of the Purchase
Price to Seller or its order by wire transfer, payable in same day
funds. The parties acknowledge that the delivery of the Warrants
will be fully satisfied by delivery of a warrant certificate
representing the right to purchase 3,000,000 shares of Common Stock
since a new warrant certificate was not issued to reflect the three
for two split of the Common Stock by the Purchaser in November 1994.
SECTION 1.3. Purchase Price. The purchase price for the
Common Stock shall be $158,906,250 and the purchase price for the
Warrants shall be $54,000,000 (collectively, the "Purchase Price").
SECTION 1.4. Conditions. The Purchaser shall not be
obligated to purchase any of the Securities unless Seller shall have
delivered to Purchaser certificates representing all the Securities,
duly indorsed in blank or accompanied by a stock power or other
proper instrument of assignment duly executed in blank, and the
Seller shall not be obligated to sell any Securities unless
Purchaser shall have delivered the Purchase Price by wire transfer
in same day funds.
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SECTION 2. Representations and Warranties of Seller. Seller
represents and warrants to Purchaser as follows:
SECTION 2.1. Seller is a corporation duly organized, validly
existing and in good standing under the laws of the State of New
York. Seller has all the requisite corporate power and authority to
enter into this Agreement, to perform its obligations hereunder and
to consummate the transactions contemplated hereby. This Agreement
has been duly authorized, executed and delivered by Seller and
constitutes Seller's legal, valid and binding obligation enforceable
in accordance with its terms (except as the enforceability thereof
may be limited by any applicable bankruptcy, insolvency, moratorium
or other similar laws affecting the enforcement of creditors' rights
generally).
SECTION 2.2. The execution, delivery and performance of this
Agreement will not (i) violate any provision of Seller's Certificate
of Incorporation or By-laws or (ii) in any material way conflict
with or result in any breach of any of the terms, conditions or
provisions of or constitute a default under, or result in the
creation or imposition of any lien, charge or encumbrance upon any
of the properties or assets of Seller pursuant to, the terms of any
material indenture, mortgage, deed of trust, bank loan or credit
agreement or other material agreement or instrument to which Seller
is a party or by which it or any of its assets may be bound.
SECTION 2.3. Seller has good and valid title to the
Securities, free and clear of any liens, encumbrances, security
interests, options, charges and restrictions of any kind. Assuming
the Purchaser has the requisite power and authority to purchase the
Securities, upon delivery to the Purchaser at the Closing of
certificates representing the Securities, duly endorsed or assigned
in blank, and upon receipt by Seller of the Purchase Price, good and
valid title to the Securities will pass to the Purchaser, free and
clear of any liens, claims, encumbrances, security interests,
options, charges and restrictions of any kind, other than those
arising from acts of the Purchaser or its affiliates.
SECTION 2.4 Consents and Approvals; No Violation. Neither
the execution and delivery of this Agreement nor the consummation of
the transactions contemplated hereby will (a) require Seller or its
subsidiaries 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 Schedule 13D of the
Securities Exchange Act of 1934 as may be required; or (b) violate
any law or statute or any order, writ, injunction, decree, judgment
or ruling of any court or governmental authority applicable to
Seller or its subsidiaries or any of their properties or assets.
SECTION 3. Representations and Warranties of the Purchaser.
Purchaser represents and warrants to Seller as follows:
SECTION 3.1. The Purchaser is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Pennsylvania. The Purchaser has all the requisite corporate power
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and authority to enter into this Agreement, to perform its
obligations hereunder and to consummate the transactions
contemplated hereby. This Agreement has been duly authorized,
executed and delivered by the Purchaser and constitutes the
Purchaser's legal, valid and binding obligation enforceable in
accordance with its terms (except as the enforceability thereof may
be limited by any applicable bankruptcy, insolvency, moratorium or
other similar laws affecting the enforcement of creditors' rights
generally).
SECTION 3.2. The execution, delivery and performance of this
Agreement will not (i) violate any provision of the Purchaser's
Certificate of Incorporation or By-laws or (ii) in any material way
conflict with or result in any breach of any of the terms,
conditions or provisions of or constitute a default under, or result
in the creation or imposition of any lien, charge or encumbrance
upon any of the properties or assets of the Purchaser pursuant to,
the terms of any material indenture, mortgage, deed of trust, bank
loan or credit agreement or other material agreement or instrument
to which the Purchaser is a party or by which it or any of its
assets may be bound.
SECTION 3.3. Consents and Approvals; No Violation. Neither
the execution and delivery of this Agreement nor the consummation of
the transactions contemplated hereby will (a) require Purchaser or
its subsidiaries to file or register with, notify, or obtain any
permit, authorization, consent or approval of, any governmental or
regulatory authority, other than receiving verbal approval from the
Federal Reserve Board, which the Purchaser has obtained; or (b)
violate any law or statute or any order, writ, injunction, decree,
judgment or ruling of any court or governmental authority applicable
to Purchaser or its subsidiaries or any of their properties or
assets.
SECTION 4. Assignment. This Agreement may not be assigned by
Seller or Purchaser without the consent of the other party. All
covenants and agreements contained in this Agreement shall bind and
inure to the benefit of the parties hereto and their respective
successors and assigns, except as any provision may by its terms be
otherwise limited.
SECTION 5. Governing Law. This Agreement shall be governed
by and construed and enforced in accordance with the laws of the
State of New York, without regard to the provisions concerning
conflicts of laws.
SECTION 6. Brokers Fees. The Purchaser shall indemnify the
Seller and the Seller shall indemnify the Purchaser against any
claim for brokerage or other commissions relative to this Agreement
or to the transactions contemplated hereby based in any way on
agreements, arrangements or understandings made or alleged to have
been made by the indemnifying party.
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SECTION 7. Survival of Provisions. The representations,
warranties and covenants set forth in this Agreement shall survive
the purchase of Securities under this Agreement.
SECTION 8. 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.
SECTION 9. Miscellaneous. This Agreement sets forth the
entire agreement of the parties hereto, and supersedes the
provisions of any prior agreement or understanding of the parties
with respect to the subject matter hereof. The descriptive headings
of the sections of this Agreement are inserted for convenience only
and do not constitute a part of this Agreement. This Agreement may
be executed in counterparts with the same effect as if both parties
had signed the same document, and all counterparts shall be
construed together and shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
MELLON BANK CORPORATION
By: /s/Steven G. Elliott
-----------------------------------
Name: Steven G. Elliott
Title: Vice Chairman
AMERICAN EXPRESS TRAVEL
RELATED SERVICES COMPANY, INC.
By: /s/Walter S. Berman
-----------------------------------
Name: Walter S. Berman
Title: Executive Vice President
and Chief Financial Officer
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