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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) - August 24, 1994
MELLON BANK CORPORATION
(Exact name of registrant as specified in charter)
Pennsylvania 1-7410 25-1233834
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
One Mellon Bank Center
500 Grant Street
Pittsburgh, Pennsylvania 15258
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code - (412) 234-5000
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ITEM 2. ACQUISITIONS OR DISPOSITION OF ASSETS
Mellon Bank Corporation (the "Corporation") and The Dreyfus Corporation
("Dreyfus") announced that on August 24, 1994, the merger between the two
entities had been completed.
The value of the transaction, $1.8 billion, was accounted for as a pooling of
interests. Pursuant to the terms of the Amended and Restated Agreement and Plan
of Merger, dated as of December 5, 1993, Dreyfus shareholders will receive
0.88017 shares of the Corporation's common stock and cash in lieu of fractional
shares for each of the approximately 36.6 million shares of Dreyfus common
stock outstanding on August 24, 1994. Based on the closing price for the
Corporation's common stock on August 23, 1994, the value of the Corporation's
common stock to be received for each outstanding share Dreyfus common stock in
the transaction was $51.27.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit
Number Description
99.1 Mellon Bank Corporation's Press Release, dated August 24, 1994,
announcing the completion of its merger with The Dreyfus
Corporation.
As of the date hereof, it is impracticable for the Corporation to provide the
required pro forma financial statements and information in response to Item 7.
Such statements and information relating to the merger between the Corporation
and The Dreyfus Company will be prepared and filed as soon as practicable but
in no event later than 60 days from the date on which this report is filed.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MELLON BANK CORPORATION
Date: August 25, 1994 By: James M. Gockley
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James M. Gockley
Secretary
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EXHIBIT INDEX
Number Description Method of Filing
99.1 Press Release dated Filed herewith
August 24, 1994
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Exhibit 99.1
(LOGO) (LOGO)
MELLON BANK DREYFUS
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MELLON BANK CORPORATION THE DREYFUS CORPORATION
MEDIA:
Thomas W. Butch Diane M. Coffey
(412) 234-6436 (212) 922-6070
ANALYSTS:
Donald J. MacLeod
(412) 234-5601
FOR IMMEDIATE RELEASE
MELLON AND DREYFUS COMPLETE MERGER
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PITTSBURGH/NEW YORK, Aug. 24, 1994--Mellon Bank Corporation and The Dreyfus
Corporation today completed their merger, the largest combination of a banking
firm and a mutual fund company in the history of the financial services
industry.
As a result of the merger, Mellon becomes the nation's second largest
investment management firm, with assets under management totaling approximately
$200 billion. Mellon also becomes the largest bank manager of mutual funds, and
its annual revenues are expected to exceed $3 billion--more than half in the
form of fees for services.
The value of the transaction, $1.8 billion, was accounted for as a pooling of
interests. Dreyfus shareholders received 0.88017 shares of Mellon Bank
Corporation common stock for each of the approximately 36.6 million Dreyfus
shares outstanding. Based on yesterday's closing price for Mellon Bank
Corporation common stock, the transaction has a value of $51.27 per Dreyfus
common share.
"Today's landmark merger represents an exciting new chapter in Mellon's
125-year history," said Frank V. Cahouet, chairman, president and chief
executive officer of Mellon Bank Corporation. "We are delighted to be joining
forces with one of the largest and best-known mutual fund companies in the
United States. This merger, together with our 1993 acquisition of The Boston
Company, positions Mellon as a leader in serving the investing public and is a
powerful reflection of our evolution into a diversified financial services
company with a bank at its core. It provides Mellon a position of sustainable
leadership in the financial industry's high-growth business of the 1990s and
into the 21st century and strengthens our ability to meet our customers' need
for superior investment and banking products."
-more-
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Mellon/Dreyfus Merger
Aug. 24, 1994
Page 2
"Together, Dreyfus and Mellon achieved a breakthrough in the financial
services industry today," said Howard Stein, chairman and chief executive
officer of The Dreyfus Corporation. "Increasingly, Americans are investors as
well as savers, and this merger creates a clear path to meeting the full
financial needs of the public. Together, we are the lead--forging a new
direction and a new entity in the world of mutual funds. This new organization
will set the standard for personal investment services and lifetime financial
care in the years to come."
Under the terms of the agreement, Dreyfus will operate as a subsidiary of
Mellon Bank, N.A. Dreyfus will retain its New York headquarters and maintain
its board of directors, executive management and fund managers. All proprietary
mutual funds managed within Mellon Bank Corporation will be offered under the
Dreyfus name.
Stein continues as chairman and chief executive officer of Dreyfus, and Joseph
S. DiMartino continues as president of Dreyfus. An executive committee--
comprising Stein, DiMartino, Cahouet of Mellon and W. Keith Smith, vice
chairman of Mellon and head of Mellon Trust--will oversee the activities of
Dreyfus.
Stein, DiMartino and Edward J. McAniff, a partner in the Los Angeles law firm
of O'Melveny & Myers, have been elected to the board of directors of Mellon
Bank Corporation. Cahouet and Smith have been elected to the board of directors
of Dreyfus.
In connection with the transaction, Mellon will record a one-time after tax
charge to earnings of approximately $85 million, reflecting various merger
expenses. The charge will be reflected in Mellon's third quarter 1994 results.
Reflecting the merger, Mellon Bank Corporation's return on assets improves to
about 1.7 percent and its proportion of fee revenue relative to total revenue
increases to approximately 53 percent. In addition, the Corporation's common
equity, tangible common equity (excluding goodwill, core deposits and other
identified intangibles) and leverage capital ratios improve by approximately
200 basis points, to 9.8 percent, 7.3 percent and 9.5 percent, respectively.
The Dreyfus Corporation, established in 1951, is one of the nation's leading
financial services companies. Headquartered in New York City, Dreyfus manages or
administers more than $70 billion in over 140 mutual fund portfolios.
With post-merger balance sheet assets of approximately $38 billion and
post-merger assets under management or administration of more than $800
billion, Mellon Bank Corporation is a major financial services company
headquartered in Pittsburgh, providing a full range of banking and investment
services and products to individuals and small, mid-sized and large companies
and institutions.
