<PAGE>
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) - January 5, 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 5. OTHER EVENTS
Mellon Bank Corporation (the "Corporation") announced that it
has reached a settlement with Smith Barney Shearson Inc. in
connection with litigation concerning the provision of
administration services to various mutual funds affiliated
with Smith Barney.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit
Number Description
99.1 Press release dated January 5, 1994, of Mellon
Bank Corporation announcing that a settlement has
been reached between the Corporation and Smith
Barney Shearson Inc. in connection with the mutual
fund administration litigation initiated by Mellon in
September of 1993.
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: January 6, 1994 By: /s/ James M. Gockley
James M. Gockley
Assistant General
Counsel and Secretary
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EXHIBIT INDEX
Number Description Method of Filing
99.1 Press Release dated Filed herewith
January 5, 1994
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[MELLON LOGO] EX-99.1
MELLON NEWS RELEASE
MELLON TRAVELERS
ANALYSTS ANALYSTS
John W. Calnan Barbara Yastine
412-234-4633 212-891-8872
Corporate Affairs Group
MEDIA MEDIA (SMITH BARNEY) One Mellon Bank Center
Thomas W. Butch Bob Connor Pittsburgh, PA 15258-0001
412-234-6436 212-698-3123
FOR IMMEDIATE RELEASE
MELLON, SMITH BARNEY REACH SETTLEMENT IN MUTUAL FUND
ADMINISTRATION CASE
PITTSBURGH, Jan. 5, 1994 -- Mellon Bank Corporation and Smith Barney
Shearson Inc. announced today that they have settled their litigation
concerning the provision of administration services to various mutual
funds affiliated with Smith Barney.
Under terms of the settlement agreement, which will remain in effect
through May 2000, the companies will work together to provide
administration services to certain funds affiliated with Smith Barney.
Smith Barney will seek to be appointed administrator for certain of its
affiliated funds, in addition to its current roles as investment
adviser and distributor. Smith Barney would, in turn, enter into
sub-administration agreements with Mellon for certain administration
services.
Incorporated in the settlement agreement are all Smith Barney Shearson
funds (formerly known as Shearson Lehman funds) that existed prior to
Smith Barney's March 12, 1993, agreement to purchase Shearson Lehman
Brothers' mutual fund and brokerage businesses, as well as Smith Barney
Shearson-sponsored funds covered by a Dec. 1, 1993 court decision
regarding Smith Barney's non-compete and other obligations to Mellon
resulting from Mellon's acquisition of The Boston Company.
-more-
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Mellon, Smith Barney Reach Settlement
Jan. 5, 1994
Page 2
Fees for the services provided by both companies will be based on total
assets in the funds. Based on current fund asset levels and
anticipated growth in the funds' assets, Mellon expects that 1994
revenues from mutual fund administration activities relating to the
Smith Barney Shearson funds should be marginally lower than those
expected for 1994 immediately prior to litigation. However, Mellon
expects that, in subsequent years, revenues from such activities should
exceed those expected immediately prior to litigation.
"Throughout the litigation process, we have been guided by our
determination to protect Mellon's position in the mutual fund
administration business. With this settlement, we have met that
objective. We have preserved our relationship with the Smith Barney
Shearson fund family into the next century, and will benefit from the
ongoing growth of one of the nation's premier fund families," said
Frank V. Cahouet, chairman, president and chief executive officer of
Mellon Bank Corporation. "We're confident that, under the leadership
of Sandy Weill and his team, this fund family will continue its
impressive record of growth."
Sanford I. Weill, chairman of The Travelers, parent company of Smith
Barney Shearson, said, "We are pleased to have resolved this highly
complex matter in a mutually satisfactory manner. We believe the new
arrangement not only serves the best interests of the mutual funds'
shareholders but also represents a practical and positive relationship
for Smith Barney Shearson and Mellon Bank Corporation as service
providers to the funds."
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