<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 12, 1994
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MELLON BANK CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
PENNSYLVANIA 25-1233834
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
</TABLE>
ONE MELLON BANK CENTER
500 GRANT STREET
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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JAMES M. GOCKLEY, ESQ.
ASSISTANT GENERAL COUNSEL AND SECRETARY
MELLON BANK CORPORATION
ONE MELLON BANK CENTER
500 GRANT STREET
PITTSBURGH, PENNSYLVANIA 15258
412-234-5222
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPY TO:
ARLIE R. NOGAY, ESQ.
REED SMITH SHAW & MCCLAY
435 SIXTH AVENUE
PITTSBURGH, PA 15219-1886
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME
TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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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/
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<TABLE>
CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock
($0.50 par value)(2)................ 45,000 $57.25 $2,576,250 $888.00
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<FN>
(1) Pursuant to Rule 457(c) under the Securities Act of 1933, the registration
fee applicable to the Common Stock is calculated upon the basis of the
average high and low sales prices of the Common Stock as reported on the New
York Stock Exchange Composite Tape on August 8, 1994.
(2) Includes preferred stock purchase rights. Prior to the occurrence of certain
events, these rights will not be exercisable or evidenced separately from
the Common Stock.
</TABLE>
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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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
MELLON BANK CORPORATION
45,000 SHARES OF COMMON STOCK
(PAR VALUE $.50 PER SHARE)
The Common Stock of Mellon Bank Corporation (the "Corporation"), par value
$0.50 per share (the "Common Stock"), offered hereby are held by the Selling
Securityholder (as defined herein) who may from time to time offer for sale
shares of Common Stock. See "Selling Securityholder." The Corporation will not
receive any proceeds from the sale by the Selling Securityholder of the Common
Stock.
The Common Stock is listed on the New York Stock Exchange (the "NYSE"). The
last reported sale price of the Common Stock on the NYSE Composite Tape on
August 8, 1994 was $57.00 per share. See "Price Range of Common Stock and
Dividends."
If necessary certain other information relating to, the Selling
Securityholder, the terms of each sale of Common Stock offered hereby, including
the initial public offering price, the names of any underwriters or agents, the
compensation, if any, of such underwriters or agents and the other terms in
connection with the sale of the Common Stock in respect of which this Prospectus
is delivered will be set forth in an accompanying Prospectus Supplement (the
"Prospectus Supplement").
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------
The date of this Prospectus is August , 1994.
<PAGE> 3
THE COMMISSIONER OF INSURANCE OF THE STATE OF NORTH CAROLINA HAS NOT
APPROVED OR DISAPPROVED THIS OFFERING NOR HAS THE COMMISSIONER PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS AND ANY PROSPECTUS
SUPPLEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CORPORATION SINCE THE DATE
HEREOF OR THEREOF OR THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
STATEMENT OF AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements, and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549; and at the Commission's regional offices at Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and
7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The shares
of the Corporation's Common Stock, including the associated rights under the
Shareholder Protection Rights Plan (the "Rights Plan"), are listed on the New
York Stock Exchange. Reports, proxy statements and other information concerning
the Corporation can also be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.
The Corporation has filed with the Commission a Registration Statement
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Common Stock to which this Prospectus relates. This Prospectus
does not contain all the information set forth in the Registration Statement,
certain portions of which have been omitted as permitted by the rules and
regulations of the Commission. For further information with respect to the
Corporation and the Common Stock, reference is made to the Registration
Statement, including the exhibits thereto. The Registration Statement may be
inspected by anyone without charge at the principal office of the Commission in
Washington, D.C., and copies of all or part of it may be obtained from the
Commission upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Commission by the
Corporation are incorporated in this Prospectus by reference and made a part
hereof:
(1) The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1993, filed pursuant to Section 13 of the Exchange Act.
(2) The Corporation's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1994 and June 30, 1994, filed pursuant to Section 13 of the
Exchange Act.
(3) The Corporation's Current Reports on Form 8-K dated January 5, 1994,
February 13, 1994 and April 19, 1994, July 15, 1994 and July 19, 1994
each filed pursuant to Section 13 of the Exchange Act.
(4) The description of the Common Stock set forth in the Corporation's
Registration Statement on Form 8-A, dated June 10, 1981, including all
reports updating such description.
2
<PAGE> 4
(5) The description of the rights under the Rights Plan set forth in the
Corporation's Registration Statement on Form 8-A, dated August 15,
1989, including all reports updating such description.
Each document or report subsequently filed by the Corporation with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date hereof and prior to the termination of the offering of the Common
Stock shall be deemed to be incorporated by reference into this Prospectus and
to be a part of this Prospectus from the date of filing of such document. Any
statement contained herein, or in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of the Registration Statement and this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Registration Statement or this Prospectus.
The Corporation will provide without charge to any person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated by reference, other than
certain exhibits to such documents. Written requests should be directed to:
Secretary, Mellon Bank Corporation, Room 1820, One Mellon Bank Center, 500 Grant
Street, Pittsburgh, Pennsylvania 15258. Telephone requests may be directed to
the Corporation at (412) 234-5222.
----------------------
MELLON BANK CORPORATION
The Corporation is a multibank holding company incorporated under the laws
of Pennsylvania and registered under the Federal Bank Holding Company Act of
1956, as amended. At December 31, 1993, the Corporation was the twenty-third
largest bank holding company in the United States in terms of assets. Its
principal, wholly owned subsidiaries are Mellon Bank, N.A. ("Mellon Bank"), The
Boston Company, Mellon Bank (DE) National Association, Mellon Bank (MD) and the
companies known as the Mellon Financial Services Corporations.
The Corporation's banking subsidiaries engage in domestic retail banking,
worldwide commercial banking, trust banking, investment management, and other
financial services, as well as various securities-related activities. Through
the Mellon Financial Services Corporations, the Corporation provides a broad
range of banking related services including commercial financial services,
equipment leasing, data processing, stock transfer services, cash management,
mortgage servicing and numerous investment management services and originates
consumer real estate and commercial loans.
The Corporation's principal executive office is located at One Mellon Bank
Center, 500 Grant Street, Pittsburgh, Pennsylvania 15258 (telephone (412)
234-5000).
RECENT DEVELOPMENTS
ACQUISITION OF THE DREYFUS CORPORATION
On December 6, 1993, the Corporation announced a definitive agreement under
which The Dreyfus Corporation ("Dreyfus") will be merged into a subsidiary of
the Corporation in a transaction in which Dreyfus shareholders will receive
.88017 shares of the Corporation's Common Stock for each of the 36.6 million
Dreyfus shares outstanding. Closing on the transaction is expected in the third
quarter of 1994 pending approvals of the shareholder of both parties and
fulfillment of other conditions. It is currently anticipated that Dreyfus will
become a subsidiary of Mellon Bank upon the closing of the transaction.
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<PAGE> 5
The primary business of Dreyfus and its subsidiaries is the provision of
investment advisory and administrative services to registered, open-end
investment companies (i.e., mutual funds). As of December 31, 1993, Dreyfus was
the sixth largest mutual fund company in the United States. Dreyfus also
provides investment advisory services to close-end funds, individuals and
institutional investors.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Common Stock is listed and traded on the New York Stock Exchange (the
"NYSE") under the symbol MEL. The following table sets forth for the periods
indicated the high and the low sales prices of the Common Stock, as reported on
the NYSE Composite Tape, and the cash dividends declared per share for the
periods indicated.
<TABLE>
<CAPTION>
SALES PRICE
PER SHARE
-------------- DIVIDENDS
HIGH LOW PER SHARE
----- ----- ---------
<S> <C> <C> <C>
1992
First Quarter................................................ $42 1/4 $33 3/4 $ .35
Second Quarter............................................... 43 35 1/2 .35
Third Quarter................................................ 45 39 3/8 .35
Fourth Quarter............................................... 55 1/2 42 3/8 .35
1993
First Quarter................................................ 62 51 1/2 .38
Second Quarter............................................... 67 3/8 51 1/4 .38
Third Quarter................................................ 60 1/4 53 1/4 .38
Fourth Quarter............................................... 59 1/8 51 3/4 .38
1994
First Quarter................................................ $59 1/4 $52 1/2 $ .56
Second Quarter............................................... 60 1/2 54 1/4 .56
Third Quarter (through August 8, 1994)....................... 58 3/8 55 5/8 .56
</TABLE>
See the cover page of this Prospectus or of the Prospectus Supplement, if
any, accompanying this Prospectus for the last sales price of the Common Stock
reported on the NYSE Composite Tape as of a recent date.
Dividends on the Common Stock will be determined in light of the
Corporation's results of operations, financial condition, regulatory constraints
and other factors deemed relevant by the Corporation's Board of Directors. See
"Certain Regulatory Considerations." Payments of dividends on the Common Stock
are subject to preferential rights of the Corporation's outstanding preferred
stock. See "Description of Common Stock--Dividends" and "Description of
Outstanding Preferred Stock."
USE OF PROCEEDS
The sale of the Common Stock offered hereby is for the account of the
Selling Securityholder. Accordingly, the Corporation will not receive any of the
proceeds from the sale by the Selling Securityholder of the Common Stock offered
hereby.
4
<PAGE> 6
CERTAIN REGULATORY CONSIDERATIONS
The Corporation is a legal entity separate and distinct from its banks
subsidiaries, although the principal source of the Corporation's cash revenues
are payments of interest and dividends from such subsidiaries. There are various
legal and regulatory limitations on the extent to which the Corporation's bank
subsidiaries can finance or otherwise supply funds to the Corporation and
certain of its other affiliates.
The prior approval of the Comptroller of the Currency (the "Comptroller")
is required if the total of all dividends declared by any such national bank
subsidiary in any calendar year exceeds its net profits (as defined by the
Comptroller) for that year combined with its retained net profits for the
preceding two calendar years. Additionally, national bank subsidiaries may not
declare dividends in excess of net profits on hand (as defined), after deducting
the amount by which the principal amount of all loans on which interest is past
due for a period of six months or more exceeds the reserve for credit losses.
Under the first and currently more restrictive of the foregoing dividend
limitations, the Corporation's national bank subsidiaries can, without prior
regulatory approval, declare dividends for the remainder of 1994 subsequent to
March 31, 1994 of up to approximately $546 million, less any dividends declared
and plus or minus net profits or losses, as defined, between April 1, 1994, and
the date of any such dividend declaration. The national bank subsidiaries
declared dividends to the Corporation of $45 million in the first quarter of
1994, $158 million in 1993, $130 million in 1992, $129 million in 1991, $44
million in 1990 and $26 million in 1989. Dividends paid to the Corporation by
non-bank subsidiaries totaled $5 million in the first quarter of 1994, $116
million in 1993 (including $62 million attributable to The Boston Company), $26
million in 1992, $32 million in 1991, $120 million 1990 and $73 million in 1989.
In addition, The Boston Company returned $300 million of capital to the
Corporation in 1993.
The Federal Reserve Board and the Comptroller also have issued guidelines
that require bank holding companies and national banks to continuously evaluate
the level of cash dividends in relation to the organization's operating income,
capital needs, asset quality and overall financial condition. The Comptroller
also has authority under the Financial Institutions Supervisory Act to prohibit
national banks from engaging in what, in the Comptroller's opinion, constitutes
an unsafe or unsound practice. The payment of a dividend by a bank could,
depending upon the financial condition of such bank and other factors, be
construed by the Comptroller to be such an unsafe or unsound practice. The
Comptroller has stated that a dividend by a national bank should bear a direct
correlation to the level of the bank's current and expected earnings stream, the
bank's need to maintain an adequate capital base and the marketplace's
perception of the bank and should not be governed by the financing needs of the
bank's parent corporation. As a result, notwithstanding the level of dividends
which could be declared without regulatory approval by the Corporation's
national bank subsidiaries as set forth in the preceding paragraph, the level of
dividends from such bank subsidiaries to the Corporation in 1994 generally is
not expected to exceed the earnings for those subsidiaries. If the ability of
such subsidiaries to pay dividends to the Corporation were to become restricted,
the Corporation would need to rely on alternative means of raising funds to
satisfy its dividend requirements, which might include, but would not be
restricted to, non-bank subsidiary dividends, asset sales or other capital
market transactions. At current dividend rates, annual dividend requirements for
the Corporation's currently outstanding common and preferred stock, together
with the Common Stock offered hereby, are expected to be approximately $205
million. Assuming that the Dreyfus transaction closing takes place as expected,
the annual dividend requirements for the Corporation's common and preferred
stock will increase to approximately $277 million. See "Recent Developments."
The Financial Institutions Reform, Recovery and Enforcement Act of 1989
contains a "cross-guarantee" provision which could result in any insured
depository institution owned by the Corporation (i.e., any bank subsidiary)
being assessed for losses incurred by the Federal Deposit Insurance Corporation
in connection with assistance provided to, or the failure of, any other
depository institution owned by the Corporation. Under Federal Reserve Board
policy, the Corporation may be expected to act as a source of financial strength
to each of its bank subsidiaries and to commit resources to support each such
bank in circumstances where such bank might not be in a financial position to do
so.
5
<PAGE> 7
FDICIA
In December 1991, the Federal Deposit Insurance Corporation Improvement Act
of 1991 ("FDICIA") was enacted, which substantially revised the bank regulatory
and funding provisions of the Federal Deposit Insurance Act and makes revisions
to several other federal banking statutes.
Among other things, FDICIA requires the federal banking agencies to take
"prompt corrective action" in respect of depository institutions that do not
meet minimum capital requirements. FDICIA establishes five capital tiers: "well
capitalized," "adequately capitalized," "undercapitalized," "significantly
undercapitalized" and "critically undercapitalized."
Rules adopted by the federal banking agencies under FDICIA provide that an
institution is deemed to be: "well capitalized" if the institution has a total
(Tier I plus Tier II) risk-based capital ratio of 10.0% or greater, a Tier I
risk-based ratio of 6.0% or greater, and a leverage ratio of 5.0% or greater,
and the institution is not subject to an order, written agreement, capital
directive, or prompt corrective action directive to meet and maintain a specific
level for any capital measure; "adequately capitalized" if the institution has a
total risk-based capital ratio of 8.0% or greater, a Tier I risk-based capital
ratio of 4.0% or greater, and a leverage ratio of 4.0% or greater (or a leverage
ratio of 3.0% or greater if the institution is rated composite 1 in its most
recent report of examination, subject to appropriate federal banking agency
guidelines), and the institution does not meet the definition of a
well-capitalized institution; "undercapitalized" if the institution has a total
risk-based capital ratio that is less than 8.0%, a Tier I risk-based capital
ratio that is less than 4.0% or a leverage ratio that is less than 4.0% (or a
leverage ratio that is less than 3.0% if the institution is rated composite 1 in
its most recent report of examination, subject to appropriate federal banking
agency guidelines) and the institution does not meet the definition of a
significantly undercapitalized or critically undercapitalized institution;
"significantly undercapitalized" if the institution has a total risk-based
capital ratio that is less than 6.0%, a Tier I risk-based capital ratio that is
less than 3.0%, or a leverage ratio that is less than 3.0% and the institution
does not meet the definition of a critically undercapitalized institution; and
"critically undercapitalized" if the institution has a ratio of tangible equity
to total assets that is equal to or less than 2.0%.
At March 31, 1994, the Corporation and all of its banking subsidiaries
qualified as well capitalized based on the ratios and guidelines noted above. A
bank's capital category, however, is determined solely for the purpose of
applying the prompt corrective action rules and may not constitute an accurate
representation of the bank's overall financial condition or prospects.
The appropriate federal banking agency may, under certain circumstances,
reclassify a well capitalized insured depository institution as adequately
capitalized. The appropriate agency is also permitted to require an adequately
capitalized or undercapitalized institution to comply with the supervisory
provisions as if the institution were in the next lower category (but not treat
a significantly undercapitalized institution as critically undercapitalized)
based on supervisory information other than the capital levels of the
institution.
The statute provides than an institution may be reclassified if the
appropriate federal banking agency determines (after notice and opportunity for
hearing) that the institution is in an unsafe or unsound condition or deems the
institution to be engaging in an unsafe or unsound practice.
FDICIA generally prohibits a depository institution from making any capital
distribution (including payment of a dividend) or paying any management fee to
its holding company if the depository institution would thereafter be
undercapitalized. Undercapitalized depository institutions are subject to growth
limitations and are required to submit a capital restoration plan. The federal
banking agencies may not accept a capital restoration plan without determining,
among other things, that the plan is based on realistic assumptions and is
likely to succeed in restoring the depository institution's capital. In
addition, for a capital restoration plan to be acceptable, the depository
institution's parent holding company must guarantee that the institution will
comply with such capital restoration plan. The aggregate liability of the parent
holding company is limited to the lesser of (i) an amount equal to 5.0% of the
depository institution's total assets at the time it became undercapitalized,
and (ii) the amount which is necessary (or would have been necessary) to bring
the institution into compliance with all capital standards applicable with
respect to such institution as
6
<PAGE> 8
of the time it fails to comply with the plan. If a depository institution fails
to submit an acceptable plan, it is treated as if it is significantly
undercapitalized.
Significantly undercapitalized depository institutions may be subject to a
number of requirements and restrictions, including orders to sell sufficient
voting stock to become adequately capitalized, requirements to reduce total
assets and cessation of receipt of deposits from correspondent banks. Critically
undercapitalized institutions are subject to the appointment of a receiver or
conservator.
FDICIA also contains a variety of other provisions that may affect the
operation of the Corporation, including new reporting requirements, regulatory
standards for real estate lending, "truth in savings" provisions, and the
requirement that a depository institution give 90 days' prior notice to
customers and regulatory authorities before closing any branch.
CAPITAL
The risk-based capital guidelines for bank holding companies and banks
adopted by the Federal banking agencies were fully phased in at the end of 1992.
The minimum ratio of qualifying total capital to risk-weighted assets (including
certain off-balance sheet items, such as standby letters of credit) under the
fully phased in guidelines is 8.0%. At least half of the total capital is to be
comprised of common stock, retained earnings, noncumulative perpetual preferred
stocks, minority interests and, for bank holding companies, a limited amount of
qualifying cumulative perpetual preferred stock, less goodwill and certain other
intangibles ("Tier I capital"). The remainder ("Tier II capital") may consist of
other preferred stock, certain other instruments, and limited amounts of
subordinated debt and the reserve for credit losses.
In addition, the Federal Reserve Board has established minimum leverage
ratio (Tier I capital to total average assets less goodwill and certain other
intangibles) guidelines for bank holding companies and banks. These guidelines
provide for a minimum leverage ratio of 3.0% for bank holding companies and
banks that meet certain specified criteria, including that they have the highest
regulatory rating. All other banking organizations will be required to maintain
a leverage ratio of 3.0% plus an additional cushion of at least 100 to 200 basis
points. The guidelines also provide that banking organizations experiencing
internal growth or making acquisitions will be expected to maintain strong
capital positions substantially above the minimum supervisory levels, without
significant reliance on intangible assets. Furthermore, the guidelines indicate
that the Federal Reserve Board will continue to consider a "tangible Tier I
leverage ratio" in evaluating proposals for expansion of new activities. The
tangible Tier I leverage ratio is the ratio of Tier I capital, less intangibles
not deducted from Tier I capital, to total assets, less all intangibles. Neither
the Corporation nor any of its banking subsidiaries has been advised of any
specific minimum leverage ratio applicable to it.
Federal banking agencies have proposed regulations that would modify
existing rules related to risk-based and leverage capital ratios to incorporate
interest rate risk. The Corporation does not believe that the aggregate impact
of these modifications would have a significant impact on its capital position.
Bank regulators continue to indicate their desire to raise capital
requirements applicable to banking organizations beyond their current levels.
However, the Corporation is unable to predict whether and when higher capital
requirements would be imposed and, if so, at what level and on what schedule.
FDIC INSURANCE ASSESSMENTS
The FDIC has adopted a risk-based assessment system to replace the previous
flat-rate system. The risk-based system imposes insurance premiums based upon a
matrix that takes into account a bank's capital level and supervisory rating.
Under this risk-based system, the assessment rate imposed on banks ranges from
23 cents for each $100 of domestic deposits (for the healthiest institutions) to
31 cents (in the weakest).
DESCRIPTION OF COMMON STOCK
The Common Stock offered hereby are shares of the Corporation's Common
Stock. The following description of the Common Stock is summarized from relevant
portions of the Restated Articles of
7
<PAGE> 9
Incorporation, as amended, the Rights Plan and the By-Laws, as amended, of the
Corporation. A more complete description of the Common Stock may be obtained by
reference to such documents and to the documents incorporated by reference in
this Prospectus. The following statements are qualified in their entirety by
such reference.
VOTING RIGHTS
The holders of Common Stock are entitled to one vote for each share held by
them on all matters voted upon by shareholders and are not entitled to
cumulative voting rights or preemptive rights for the purchase of additional
shares of any class of the Corporation's stock. The holders of Common Stock vote
together with the holders of the Series D Preferred Stock as a single class on
all matters including the election of directors. Generally, if accrued dividends
on any of the Corporation's Series H, Series I, Series J or Series K preferred
stock or any other series of preferred stock having similar rights are unpaid
and not set aside for payment for six or more quarterly dividend periods, the
holders of such preferred stock whose dividends are unpaid, voting as a single
class, may elect two additional directors to serve on the Corporation's Board of
Directors until such dividends are no longer in arrears. The Board of Directors
is currently comprised of 18 members serving staggered terms, approximately
one-third of whom are elected at each year's annual meeting to serve a three-
year term.
The outstanding shares of Common Stock are fully paid and are not subject
to further call or assessment. The Common Stock does not have any sinking fund,
conversion or redemption provision applicable thereto. There is no restriction
on the repurchase or redemption of shares of Common Stock by the Corporation
with funds legally available therefor.
So long as the shares of any series of the Corporation's preferred stock
remain outstanding, under certain circumstances, the Corporation may not,
without the consent of the holders of at least two-thirds of such series then
outstanding voting separately as a single class, consolidate with, merge into,
or sell all or substantially all of the assets of the Corporation to any other
corporation.
The Pennsylvania Business Corporation Law requires any person who acquires
the direct or indirect power to control the vote of at least 20% of the
outstanding voting interests in a Pennsylvania corporation (a "Control Person"),
such as the Corporation, to pay any other shareholder who exercises his rights
under the Pennsylvania Business Corporation Law an amount equal to the fair
value of the voting shares held by such other shareholder as of the date of the
transaction pursuant to which the Control Person gained such control.
DIVIDENDS
Holders of Common Stock are entitled to receive such dividends as may be
declared by the Corporation's Board of Directors out of funds legally available
therefor, provided that, so long as any shares of preferred stock are
outstanding, no dividends (other than dividends payable in Common Stock) or
other distributions (including redemptions and purchases) may be made with
respect to the Common Stock unless full cumulative dividends on the then
outstanding shares of cumulative preferred stock have been paid. See
"Description of Outstanding Preferred Stock." Dividends on Common Stock will be
determined in light of the Corporation's results of operations, financial
condition, regulatory constraints and other factors deemed relevant by the
Corporation's Board of Directors. See "Certain Regulatory Considerations."
RIGHTS UPON LIQUIDATION
In the event of liquidation, dissolution or winding up of the affairs of
the Corporation, holders of Common Stock and Series D Preferred Stock would be
entitled to share ratably in all assets remaining after payments to all
creditors and payments required to be made in respect of all classes of
preferred stock. See "Description of Outstanding Preferred Stock."
Neither the consolidation or merger of the Corporation into or with another
corporation or corporations, nor the sale, lease or exchange of all or
substantially all of the Corporation's assets or the distribution to the
shareholders of the Corporation of all or substantially all of the consideration
for such sale, unless such
8
<PAGE> 10
consideration (apart from assumption of liabilities) or the net proceeds thereof
consists substantially or entirely of cash, shall be deemed a liquidation,
dissolution or winding up of the Corporation.
SHAREHOLDER PROTECTION RIGHTS PLAN
In August 1989, the Corporation adopted the Rights Plan under which each
shareholder receives one right for each share of Common Stock or Series D
Preferred Stock (collectively, the "voting stock") held, including shares of
Common Stock offered hereby. The rights are currently represented by the
certificates for, and trade only with, the voting stock. The rights would
separate from the voting stock and become exercisable only if a person or group
acquires 20% or more of the voting power of the voting stock or if a person or
group commences a tender offer that would result in ownership of 20% or more of
such voting power. At that time, each right would entitle the holder to purchase
for $200 (the "exercise price") one one-hundredth of a share of participating
preferred stock. Should a person or group actually acquire 20% or more of the
voting power of the voting stock, each right held by the acquiring person or
group (or their transferees) would become void and each right held by the
Corporation's other shareholders would entitle those holders to purchase for the
exercise price a number of shares of the Common Stock having a market value of
twice the exercise price. Should the Corporation be involved in a merger or
similar transaction with a 20% owner or sell more than 50% of its assets or
earning power to any person or group, each outstanding right would then entitle
its holder to purchase for the exercise price a number of shares of such other
company having a market value of twice the exercise price. In addition, if any
person or group acquires between 20% and 50% of the voting power of the voting
stock, the Corporation may, at its option, exchange one share of Common Stock
for each outstanding right.
The rights are not exercisable until the above events occur and will expire
on August 15, 1999 unless earlier exchanged or redeemed by the Corporation. The
Corporation may redeem the rights for $.01 per right under certain
circumstances. The rights were issued pursuant to the Rights Plan between the
Corporation and Mellon Bank, a copy of which was filed with the Commission as
Exhibit 1 to the Corporation's Registration Statement on Form 8-A, dated August
15, 1989, which is incorporated herein by reference. The foregoing summary
description of the rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Plan.
SHARES OUTSTANDING
The authorized capital stock of the Corporation includes 200 million shares
of Common Stock. As of July 31, 1994, there were issued and outstanding
approximately 63,868,844 shares of Common Stock. As of that date, the
Corporation had reserved approximately (i) 8,345,284 shares of Common Stock for
issuance under various stock option and other employee benefit incentive plans,
(ii) 1,702,000 shares of Common Stock for issuance upon conversion of the Series
D Preferred Stock and pursuant to certain Common Stock subscription rights
discussed under "Description of Outstanding Preferred Stock--Series D," (iii)
89,000 shares of Common Stock for issuance upon conversion of certain notes and
debentures, (iv) 3,000,000 shares of Common Stock for issuance upon exercise of
warrants issued in connection with the Corporation's acquisition of The Boston
Company and (v) 29,070 shares of Common Stock which may be issued pursuant to
the Agreement and Plan of Merger dated as of March 10, 1994, by and between the
Corporation, Louis deK Belden, as Trustee of The Louis deK. Belden 1991
Revocable Trust, Louis deK. Belden, individually and Belden and Associates
Investment Counsel.
The Corporation's Board of Directors may issue authorized shares of the
Common Stock without shareholder approval to such persons and for such
consideration as the Corporation's Board of Directors may determine in
connection with acquisitions by the Corporation or for other corporate purposes,
unless shareholder approval is required by the rules of any stock exchange on
which the Corporation's securities may then be listed.
The Common Stock is currently listed and is traded on the NYSE, and the
Corporation will seek to list with the NYSE the shares of Common Stock offered
hereby.
The Transfer Agent and Registrar for the Common Stock is Mellon Bank.
9
<PAGE> 11
DESCRIPTION OF OUTSTANDING PREFERRED STOCK
The following description of the Corporation's outstanding preferred stock
does not purport to be complete and is summarized from relevant portions of the
Restated Articles of Incorporation, as amended, and By-Laws, as amended, of the
Corporation. A more complete description of the outstanding preferred stock may
be obtained by reference to such documents and to the other documents
incorporated by reference in this Prospectus. The following statements are
qualified in their entirety by such reference.
In addition to 200 million shares of Common Stock, the authorized capital
stock of the Corporation includes 50 million shares of preferred stock, par
value $1.00 per share, issuable in one or more series and with such terms and at
such times and for such consideration as the Board of Directors of the
Corporation determines. The Corporation may amend from time to time its Restated
Articles of Incorporation, as amended, to increase the number of authorized
shares of preferred stock. Any such amendment would require the affirmative vote
of a majority of the votes cast by all holders of the outstanding shares of
Common Stock and Series D Preferred Stock of the Corporation, described below,
voting together as a single class and of the Common Stock voting separately as a
class. As of July 31, 1994, there were issued and outstanding 2,236,226 shares
of preferred stock designated as Series D Preferred Stock; 6,400,000 shares of
preferred stock designated as 10.40% Series H Preferred Stock; 6,000,000 shares
of preferred stock designated as 9.60% Series I Preferred Stock, 4,000,000
shares of preferred stock designated as 8.50% Series J Preferred Stock and
8,000,000 shares of preferred stock designated as 8.20% Series K Preferred
Stock.
PREFERENCE
Generally, the shares of preferred stock outstanding have preference over
the Common Stock with respect to the payment of dividends and the distribution
of assets in the event of liquidation or dissolution of the Corporation.
Dividends on the outstanding Series H, Series I, Series J and Series K preferred
stock are cumulative and dividends on the Series D stock are noncumulative. In
the event of liquidation or dissolution, the holders of Series H, Series I,
Series J, and Series K preferred stock are each entitled to receive a
distribution of $25 per share, plus, in each case, an amount equal to accrued
and unpaid dividends. In the event of liquidation or dissolution, the holders of
the Series D preferred stock are each entitled to receive a distribution of
$1.00 per share prior to any distribution to the holders of Common Stock and,
after an equivalent distribution to the holders of Common Stock, to participate
pro rata with the holders of Common Stock based upon the number of shares of
Common Stock into which each share of Series D preferred stock is then
convertible.
The rights of the Series H, Series I, Series J and Series K preferred stock
are senior to the Series D preferred stock and the Common Stock with respect to
dividends and distributions upon liquidation or dissolution of the Corporation.
The rights of the Series D preferred stock are senior to the Common Stock with
respect to distributions upon liquidation or dissolution and are on a parity
with the Common Stock with respect to dividends.
SERIES D
The Series D preferred stock bears noncumulative dividends at the rate of
1.15 times the regular cash dividends paid on the Common Stock and participates
in non-cash and extraordinary dividends with the Common Stock. The holders of
the Series D preferred stock have entered into subscription agreements pursuant
to which they are required to reinvest annually, at a purchase price of $17.50
per share, an amount equal to 60 percent of the regular cash dividends paid on
the Series D preferred stock. These subscription obligations were substantially
completed in 1993, with 1,898 shares of Series D preferred stock remaining to be
purchased in 1994. On August 31, 1994, each share of Series D preferred stock
will be automatically converted into .7609 shares of Common Stock (i.e., a
conversion price of $23 per share).
Holders of Series D preferred stock vote as a single class with the Common
Stock, with each share of Series D preferred stock being entitled to one vote
per share, provided that the votes per share will be reduced to the extent
necessary to ensure that any holder of Series D preferred stock does not
exercise more than 19.9% of the voting power of the Corporation.
10
<PAGE> 12
SERIES H
The Series H preferred stock bears annual, cumulative dividends of $2.60
per share. From March 1, 1995 until March 1, 1999, the stock is redeemable at
the Corporation's option at prices declining from $26.30 to $25.26, plus accrued
dividends. On March 1, 2000, and thereafter, the stock will be redeemable at the
Corporation's option at $25.00 per share.
The Series H preferred stock is listed on the New York Stock Exchange, and
the Transfer Agent and the Registrar therefor is Mellon Bank.
SERIES I
The Series I preferred stock bears annual, cumulative dividends of $2.40
per share. Shares of Series I preferred stock are redeemable at the Corporation,
as a whole or in part, at any time on or after August 15, 1996, at a redemption
price of $25 per share, plus accrued and unpaid dividends, whether or not
declared.
The Series I preferred stock is listed on the New York Stock Exchange, and
the Transfer Agent and the Registrar therefor is Mellon Bank.
SERIES J
The Series J preferred stock bears annual, cumulative dividends of $2.125
per share. Shares of Series J preferred stock are redeemable at the option of
the Corporation, as a whole or in part, at any time on or after February 15,
1997, at a redemption price of $25 per share, plus accrued and unpaid dividends,
whether or not declared.
The Series J preferred stock is listed on the New York Stock Exchange, and
the Transfer Agent and the Registrar therefor is Mellon Bank.
SERIES K
The Series K preferred stock bears annual, cumulative dividends of $2.05
per share. Shares of Series K preferred stock are redeemable at the option of
the Corporation, as a whole or in part, at any time on or after February 15,
1998, at a redemption price of $25 per share, plus accrued and unpaid dividends,
whether or not declared.
The Series K preferred stock is listed on the New York Stock Exchange, and
the Transfer Agent and the Registrar therefor is Mellon Bank.
VOTING RIGHTS
Other than those voting rights provided to the holders of the Series D
preferred stock described above and those voting rights provided by Pennsylvania
law to the holders of preferred stock, generally, holders of the Series H,
Series I, Series J and Series K preferred stock have limited voting rights to
elect two additional members to the Corporation's Board of Directors which are
activated only in the event dividends on such series of preferred stock are not
paid for six consecutive quarters.
FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of the principal United States federal income
tax consequences of the acquisition, ownership and disposition of Common Stock
to a holder who or which is (i) a citizen or resident of the United States, (ii)
a United States domestic corporation, or (iii) a person otherwise subject to
United States federal income taxation on a net income basis in respect of Common
Stock (a "U.S. Holder"). The summary deals only with Common Stock held as
capital assets and does not deal with special classes of holders, such as
dealers in securities, life insurance companies, tax exempt organizations and
foreign persons not described in (iii) above.
11
<PAGE> 13
Prospective purchasers of Common Stock should consult their own tax
advisors concerning the United States federal income tax consequences in their
particular situations, as well as any consequences under the laws of any other
taxing jurisdiction.
TAXATION OF DIVIDENDS
Dividends paid with respect to Common Stock generally will be includable in
income by a U.S. Holder as ordinary income on the date such dividends are
received. Subject to the limitations of the Internal Revenue Code of 1986, as
amended, such dividends will be eligible for the dividends received deduction
generally allowed to corporations. Distributions made with respect to Common
Stock generally will be treated as a dividend to the extent paid out of the
Corporation's current or accumulated earnings and profits, as determined under
United States federal income tax principles.
SALE OR OTHER DISPOSITION OF COMMON STOCK
A U.S. Holder will recognize capital gain or loss upon the sale or other
disposition of Common Stock in an amount equal to the difference between the
U.S. Holder's tax basis in the Common Stock and the amount realized upon the
sale or other disposition.
SELLING SECURITYHOLDER
The Common Stock offered by this Prospectus was initially issued to The
Louis deK. Belden 1991 Revocable Trust (the "Selling Securityholder") pursuant
to the Agreement and Plan of Merger dated as of March 10, 1994 (the "Merger
Agreement") by and between the Corporation, Louis deK. Belden, as Trustee of The
Louis deK. Belden 1991 Revocable Trust, Louis deK. Belden, individually and
Belden and Associates Investment Counsel ("Belden Company"). Under the Merger
Agreement, Belden Company was merged (the "Merger") with and into the
Corporation on June 1, 1994. Pursuant to the terms of the Merger, the Selling
Securityholder received 15,930 shares of Common Stock and may receive up to
29,070 additional shares of Common Stock on or before July 10, 1996. The Selling
Securityholder has not held any position, office or other material relationship
with the Corporation or any of its predecessors or affiliates within the past
three years, except that Louis deK. Belden, who is the Trustee and sole
beneficiary of the Selling Securityholder, became Senior Vice President of the
Boston Safe Deposit and Trust Company of California, an indirect subsidiary of
the Corporation, following the Merger. Because the Selling Securityholder may
offer pursuant to this Prospectus all or some part of the Common Stock which it
now owns or may acquire pursuant to the Merger Agreement, no estimate can be
given as of the date hereof as to the amount of Common Stock to be offered for
sale by the Selling Securityholder pursuant to this Prospectus or as to the
amount of Common Stock that will be held by the Selling Securityholder upon
termination of such offering. See "Plan of Distribution."
PLAN OF DISTRIBUTION
Any or all of the Common Stock offered hereby may be sold from time to time
to purchasers directly by the Selling Securityholder. Sales of Common Stock by
the Selling Securityholder may also be made pursuant to Rule 144 of the
Securities Act, where applicable.
The Common Stock offered hereby may be sold from time to time in one or
more transactions at a fixed offering price, which may be changed, or at varying
prices determined at the time of sale or at negotiated prices. Such prices will
be determined by the Selling Securityholder or by agreement between the Selling
Securityholder and its underwriters, dealers, brokers or agents. The Selling
Securityholder cannot estimate as of the date hereof either the price at which
it may sell the shares of Common Stock offered hereby or the net proceeds which
it may receive from any such sales.
Any underwriters, dealers, brokers or agents participating in the
distribution of Common Stock offered hereby may receive compensation in the form
of underwriting discounts, concessions, commissions or fees from the Selling
Securityholder and/or purchasers of Common Stock for whom they may act. In
addition, the
12
<PAGE> 14
Selling Securityholder and any such underwriters, dealers, brokers or agents
that participate in the distribution of Common Stock may be deemed to be
underwriters under the Securities Act, and any profits on the sale of Common
Stock by them and any discounts, commissions or concessions received by any of
such persons may be deemed to be underwriting discounts and commissions under
the Securities Act. Those who act as underwriter, broker, dealer or agent in
connection with the sale of the Common Stock will be selected by the Selling
Securityholder and may have other business relationships with the Corporation
and its subsidiaries or affiliates in the ordinary course of business.
At any time a particular offer of Common Stock is made by the Selling
Securityholder, if required, a Prospectus Supplement will be distributed which
will set forth certain information relating to the Selling Securityholder, the
aggregate amounts of Common Stock being offered and the terms of the offering,
including the name or names of any underwriters, dealers or agents, any
discounts, commissions and other items constituting compensation from the
Selling Securityholder and any discounts, commissions or concessions allowed or
reallowed or paid to dealers. Such Prospectus Supplement and, if necessary, a
post-effective amendment to the Registration Statement of which this Prospectus
is a part will be filed with the Commission to reflect the disclosure of
additional information with respect to the distribution of the Common Stock.
The Merger Agreement provides that the Corporation indemnify the Selling
Securityholder against certain liabilities. The Merger Agreement also provides
for the indemnification of the Corporation by the Selling Securityholder for
certain liabilities. Also pursuant to the Merger Agreement, the Corporation has
agreed to pay all expenses incident to the registration and qualification of the
shares of Common Stock offered hereby. The Corporation and the Selling
Securityholder have entered into a separate Indemnification Agreement pursuant
to which the Corporation and the Selling Securityholder have agreed to indemnify
each other for liabilities under the Securities Act relating to the Registration
Statement of which this Prospectus constitutes a part.
VALIDITY OF THE COMMON STOCK
The validity of the Common Stock offered hereby has been passed upon by
James M. Gockley, Assistant General Counsel and Secretary of the Corporation,
One Mellon Bank Center, Pittsburgh, PA 15258. As of June 30, 1994, Mr. Gockley
owned approximately 1,200 shares of Mellon Common Stock and options covering an
additional 5,758 shares of Mellon Common Stock.
EXPERTS
The consolidated financial statements of the Corporation and its
subsidiaries included in the Corporation's 1993 Annual Report to Shareholders,
which is incorporated by reference into the Corporation's Annual Report on Form
10-K for the year ended December 31, 1993, have been incorporated herein by
reference in reliance upon the report of KPMG Peat Marwick, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
13
<PAGE> 15
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS AND ANY PROSPECTUS
SUPPLEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CORPORATION SINCE THE DATE
HEREOF OR THEREOF OR THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS
Statement of Available Information... 2
Incorporation of Certain Documents by
Reference.......................... 2
Mellon Bank Corporation.............. 3
Recent Developments.................. 3
Price Range of Common Stock and
Dividends.......................... 4
Use of Proceeds...................... 4
Certain Regulatory Considerations.... 5
Description of Common Stock.......... 7
Description of Outstanding Preferred
Stock.............................. 10
Federal Income Tax Considerations.... 11
Selling Securityholder............... 12
Plan of Distribution................. 12
Validity of the Common Stock......... 13
Experts.............................. 13
</TABLE>
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
MELLON BANK
CORPORATION
45,000 SHARES OF COMMON STOCK
(PAR VALUE $.50 PER SHARE)
------------------------------------------
PROSPECTUS
------------------------------------------
AUGUST , 1994
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an estimate of the expenses which will be incurred in
connection with the issuance and distribution of the securities being
registered.
To be borne by the Corporation:
<TABLE>
<S> <C>
Registration Fee................................................... $ 888
Transfer Agent and Registrar Fees.................................. 175*
Printing........................................................... 1,000*
Legal Fees and Expenses............................................ 72,000*
Listing Fees....................................................... 1,500
Miscellaneous...................................................... 2,000*
-------
Total.................................................... 77,560
=======
<FN>
- ---------------
* Estimated
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Restated Articles of Incorporation, as amended, of the Corporation (the
"Articles") provide that, except as prohibited by law, every director and
officer of the Corporation shall be entitled as of right to be indemnified by
the Corporation 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 Corporation or otherwise, in which such person
may be involved (subject to certain limitations in the case of actions by such
person against the Corporation) by reason of such person being or having been a
director or officer of the Corporation or serving or having served at the
request of the Corporation as a director, officer, employee, fiduciary or other
representative of another entity. The Articles also give to indemnitees the
right to have their expenses in defending such actions paid in advance by the
Corporation, subject to any obligation imposed by law or otherwise to reimburse
the Corporation in certain events. The Corporation has entered into an indemnity
agreement (the "Indemnity Agreement") with each director and certain of its
officers which provides a contractual right to indemnification against such
expenses and liabilities (subject to certain limitations and exceptions) and a
contractual right to advancement of expenses and contains additional provisions
regarding determination of entitlement, defense of claims, rights of
contribution and other matters.
The Pennsylvania Business Corporation Law permits a corporation to
indemnify its directors and officers, and to pay their expenses in advance,
subject to certain limitations and exceptions. The specific indemnity
provisions, which are by their terms not intended to be exclusive, are, in
general, not as broad as the provisions of the Articles and the Indemnity
Agreement, however, one provision would preclude indemnification in any case
where the act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or recklessness,
and another provision requires that advances of expenses may be made by a
corporation only upon receipt of an undertaking to repay such amount if it shall
ultimately be determined that such person is not entitled to be indemnified by
the corporation.
The Corporation has purchased liability insurance policies covering its
directors and officers to insure against claims arising out of certain alleged
wrongful acts on the part of such directors and officers and against claims
arising out of certain alleged breaches of fiduciary duty under the Employee
Retirement Income Security Act of 1974 on the part of such directors and
officers.
Article Seventh of the Articles and Article Two of the Corporation's
By-Laws, as amended, both adopted by the shareholders of the Corporation at
their annual meeting on April 20, 1987, further provide that, to the fullest
extent that the laws of Pennsylvania, as in effect on January 27, 1987 or as
thereafter amended, permit
II-1
<PAGE> 17
elimination or limitation of the liability of directors, no director of the
Corporation shall be personally liable for monetary damages as such for any
action taken, or any failure to take any action, as a director. The Pennsylvania
Business Corporation Law provides that whenever the by-laws of a corporation by
a vote of the shareholders so provide, a director shall not be personally liable
for monetary damages as such for any action taken, or failure to take any
action, unless (i) the director has breached or failed to perform the duties of
his office under the standard of care and justifiable reliance specified in the
Act and (ii) the breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness. These provisions do not apply to (i) responsibility
or liability of a director pursuant to any criminal statute or (ii) the
liability of a director for payment of taxes.
ITEM 16. EXHIBITS
The following exhibits are filed herewith or incorporated herein as part of
this Registration Statement:
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ------ -----------
<C> <S>
3.1 Mellon Bank Corporation's By-Laws, as amended
4.1 Mellon Bank Corporation's Restated Articles of Incorporation, as amended and
restated on September 2, 1993
4.2 Statement Affecting Series B Preferred Stock, $1.00 Par Value
4.3 Form of Common Stock Certificate
4.4 Mellon Bank Corporation's Shareholder Protection Rights Agreement and Form of
Rights Certificate
5.1 Opinion of James M. Gockley, Esq., as to the legality of the Common Stock being
registered
23.1 Consent of James M. Gockley, Esq. (included in Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick
24.1 Powers of Attorney
</TABLE>
ITEM 17. UNDERTAKINGS
(a) Rule 415 Offering.
The undersigned Corporation hereby undertakes:
(1) 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 in Section 10(a)(3) of the
Securities Act of 1933, unless the information required to be included
in such post-effective amendment is contained in a periodic report filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 and incorporated herein by reference;
(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, unless the information required to be
included in such post-effective amendment is contained in a periodic
report filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 and incorporated herein by
reference; and
(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.
II-2
<PAGE> 18
(2) 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.
(3) 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.
(b) Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned Corporation hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Corporation's Annual Report pursuant to Section 13(a) or 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.
(c) Acceleration of Effectiveness.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Corporation pursuant to the provisions described in Item 15 above, or otherwise,
the Corporation 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
Corporation of expenses incurred or paid by a director, officer or controlling
person of the Corporation 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 Corporation 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 them is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE> 19
SIGNATURES
MELLON BANK CORPORATION
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, MELLON BANK
CORPORATION CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF PITTSBURGH, COMMONWEALTH OF PENNSYLVANIA, ON THE
12TH DAY OF AUGUST, 1994.
MELLON BANK CORPORATION
BY FRANK V. CAHOUET
------------------------------------
Frank V. Cahouet
Chairman, President and
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 12TH DAY OF AUGUST, 1994.
STEVEN G. ELLIOTT
------------------------------------
Steven G. Elliott
Principal Financial Officer
and Principal Accounting Officer
BURTON C. BORGELT, Director ; CAROL R. BROWN, Director ; FRANK V. CAHOUET,
Director and Principal Executive Officer ; J.W. CONNOLLY, Director ; CHARLES A.
CORRY, Director ; C. FREDERICK FETTEROLF, Director ; IRA J. GUMBERG, Director ;
PEMBERTON HUTCHINSON, Director ; ROTAN E. LEE, Director ; ANDREW W. MATHIESON,
Director ; ROBERT MEHRABIAN, Director ; SEWARD PROSSER MELLON, Director ; DAVID
S. SHAPIRA, Director ; H. ROBERT SHARBAUGH, Director ; W. KEITH SMITH,
Director ; JOAB L. THOMAS, Director ; WESLEY W. von SCHACK, Director ; WILLIAM
J. YOUNG, Director.
BY JAMES M. GOCKLEY
------------------------------------
James M. Gockley
Attorney-in-fact
<PAGE> 20
<TABLE>
EXHIBIT INDEX
<CAPTION>
NUMBER DESCRIPTION METHOD OF FILING
------ ----------- ----------------
<C> <S> <C>
3.1 Mellon Bank Corporation's By-Laws, as amended Previously filed as
Exhibit 3.2 to Annual
Report on Form 10-K for
the year ended December
31, 1990, and
incorporation herein by
reference
4.1 Mellon Bank Corporation's Restated Articles of Previously filed as
Incorporation, as amended and restated on September Exhibit 3.1 to Quarterly
2, 1993 Report on Form 10-Q for
the quarter ended
September 30, 1993, and
incorporated herein by
reference
4.2 Statement affecting Series B Preferred Stock, $1.00 Previously filed as
Par Value Exhibit 3.2 on Form 10-K
for the year ended
December 31, 1993 and
incorporated herein
by reference
4.3 Form of Common Stock Certificate Previously filed as
Exhibit 4.3 to
Registration Statement on
Form S-3 (No. 33-56228)
dated December 22, 1992,
and incorporated herein
by reference
4.4 Mellon Bank Corporation's Shareholder Protection Previously filed as
Rights Agreement and Form of Rights Certificate Exhibit 1 to Form 8-A
Registration Statement
dated August 15, 1989,
and incorporated herein
by reference
5.1 Opinion of James M. Gockley, Esq., as to the legality Filed herewith
of the Common Stock
23.1 Consent of James M. Gockley, Esq. (included in Filed herewith
Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick Filed herewith
24.1 Powers of Attorney Filed herewith
</TABLE>
<PAGE> 1
EX-5.1 and EX-23.1
August 9, 1994
Mellon Bank Corporation
500 Grant Street
Pittsburgh, PA 15258
RE: Mellon Bank Corporation
Common Stock Registration Statement on Form S-3
-----------------------------------------------
Dear Sirs:
I am Assistant General Counsel of Mellon Bank Corporation, a Pennsylvania
corporation (the "Corporation"), and, in that capacity, I have acted as
counsel for the Corporation in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement") relating to
the registration of 45,000 shares of the Corporation's Common Stock, par value
$.50 per share (the "Common Stock") and up to 45,000 shares of related
preferred stock purchase rights (the "Rights") to be issued pursuant to the
Shareholder Protection Rights Agreement, dated as of August 15, 1989 (the
"Rights Agreement"), between the Corporation and Mellon Bank, N.A., as Rights
Agent (the "Rights Agent"). This opinion is being furnished pursuant to the
requirements of Form S-3 and Item 601 of Regulation S-K under the Securities
Act of 1933, as amended (the "Act").
In furnishing this opinion, I, or attorneys under my supervision, have examined
the Registration Statement, as well as the prospectus included therein (the
"Prospectus"), to be filed with the Securities and Exchange Commission, in
connection with which this opinion is to be filed as an Exhibit. In addition,
I, or they, have examined such other documents, legal opinions and precedents,
corporate and other records of the Corporation and certificates of public
officials and officers of the Corporation as I have deemed necessary or
appropriate to provide a basis for the opinions set forth herein. In such
examination, I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to me as originals and the conformity to original
documents of all documents submitted to me as certified or photostatic copies.
<PAGE> 2
Mellon Bank Corporation
August 9, 1994
Page 2
Based upon the foregoing, I am of the opinion that:
1. The Corporation has been duly incorporated and is validly existing as a
corporation under the laws of the Commonwealth of Pennsylvania;
2. The Registration Statement has been duly authorized by all necessary
corporate action of the Corporation;
3. When the shares of Common Stock were or are issued and delivered
pursuant to the terms of the Merger Agreement dated as of March 10, 1994
by and between the Corporation, Louis deK. Belden, as Trustee of The Louis
deK. Belden 1991 Revocable Trust, Louis deK. Belden, individually, and
Belden and Associates Investment Counsel, the shares of Common Stock were
or will be validly issued, fully paid and nonassessable; and
4. Assuming that the Rights Agreement has been duly authorized, executed
and delivered by the Rights Agent, then when the Registration Statement
has become effective under the Act and the shares of Common Stock have
been issued and delivered pursuant to the terms of the Merger Agreement,
the Rights attributable to the shares of Common Stock will be validly
issued.
In connection with my opinion set forth in paragraph 4 above, I note that the
question whether the Board of Directors of the Corporation might be required to
redeem the Rights at some future time will depend upon the facts and
circumstances existing at that time and, accordingly, is beyond the scope of
such opinion.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name in the Prospectus under the
heading "Validity of the Common Stock." By giving such consent, I do not
thereby admit that I am within the category of persons whose consents are
required under Section 7 of the Act.
Very truly yours,
JAMES M. GOCKLEY
<PAGE> 1
EX-23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
of Mellon Bank Corporation:
We consent to the use of our report incorporated herein by reference and to the
refereence to our firm under the heading "Experts" in the Prospectus.
KPMG Peat Marwick
Pittsburgh, Pennsylvania
August 9, 1994
<PAGE> 1
EX-24.1
POWER OF ATTORNEY
MELLON BANK CORPORATION
Know all men by these presents, that each person whose signature appears
below constitutes and appoints James M. Gockley and Ann M. Sawchuck, and each
of them, such person's true and lawful attorney-in-fact and agent, with full
power of substitution and revocation, for such person and in such person's
name, place and stead, in any and all capacities, to execute and file with the
Securities and Exchange Commission one or more registration statement or
statements on Form S-3 or any other appropriate form or forms pursuant to the
Securities Act of 1933, as amended, with respect to the registration of up to
45,000 shares of Mellon Bank Corporation's (the "Corporation") common stock
to be issued pursuant to the Agreement and Plan of Merger dated as of March 10,
1994, by and between the Corporation. Louis deK. Belden, as Trustee of The
Louis deK. Belden 1991 Revocable Trust, Louis deK. Belden, Individually, and
Belden and Associates Investment Counsel; and any and all amendments, including
post-effective amendments and exhibits to such registration statements, and any
and all applications or other documents to be filed with the Commission or
elsewhere pertaining to the securities to which such registration statement
relates, granting unto said attorney-in-fact and agent, and each of them full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith, as fully to all intents and
purposes as such persons might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent and each of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
WITNESS the due execution hereof by the following persons in the
capacities indicated on this 21st day of June, 1994.
Frank V. Cahouet C. Frederick Fetterolf
- ------------------------------------ ------------------------------------
Frank V. Cahouet, Director and C. Frederick Fetterolf, Director
Chief Executive Officer
Burton C. Borgelt Ira J. Gumberg
- ------------------------------------ ------------------------------------
Burton C. Borgelt, Director Ira J. Gumberg, Director
Carol R. Brown Pemberton Hutchinson
- ------------------------------------ ------------------------------------
Carol R. Brown, Director Pemberton Hutchinson, Director
J. W. Connolly Rotan E. Lee
- ------------------------------------ ------------------------------------
J. W. Connolly, Director Rotan E. Lee, Director
Charles A. Corry
- ------------------------------------ ------------------------------------
Charles A. Corry, Director Andrew W. Mathieson, Director
<PAGE> 2
Robert Mehrabian W. Keith Smith
- ------------------------------------ ------------------------------------
Robert Mehrabian, Director W. Keith Smith, Director
Seward Prosser Mellon Joab L. Thomas
- ------------------------------------ ------------------------------------
Seward Prosser Mellon, Director Joab L. Thomas, Director
David S. Shapira Wesley W. von Schack
- ------------------------------------ ------------------------------------
David S. Shapira, Director Wesley W. von Schack, Director
H. Robert Sharbaugh William J. Young
- ------------------------------------ ------------------------------------
H. Robert Sharbaugh, Director William J. Young, Director
-2-
<PAGE> 3
EX-24.1
POWER OF ATTORNEY
MELLON BANK CORPORATION
Know all men by these presents, that each person whose signature appears
below constitutes and appoints James M. Gockley and Ann M. Sawchuck, and each
of them, such person's true and lawful attorney-in-fact and agent, with full
power of substitution and revocation, for such person and in such person's
name, place and stead, in any and all capacities, to execute and file with the
Securities and Exchange Commission one or more registration statement or
statements on Form S-3 or any other appropriate form or forms pursuant to the
Securities Act of 1933, as amended, with respect to the registration of up to
45,000 shares of Mellon Bank Corporation's (the "Corporation") common stock
to be issued pursuant to the Agreement and Plan of Merger dated as of March 10,
1994, by and between the Corporation, Louis deK. Belden, as Trustee of The
Louis deK. Belden 1991 Revocable Trust, Louis deK. Belden, Individually, and
Belden and Associates Investment Counsel; and any and all amendments, including
post-effective amendments and exhibits to such registration statements, and any
and all applications or other documents to be filed with the Commission or
elsewhere pertaining to the securities to which such registration statement
relates, granting unto said attorney-in-fact and agent, and each of them full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith, as fully to all intents and
purposes as such persons might or could do in person, hereby ratifying and
conforming all that said attorney-in-fact and agent and each of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
WITNESS the due execution hereof by the following persons in the
capacities indicated on this 30th day of June, 1994.
Andrew W. Mathieson
-------------------------------------
Andrew W. Mathieson, Director
