<PAGE> 1
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) - June 14, 1995
MELLON BANK CORPORATION
(Exact name of registrant as specified in charter)
<TABLE>
<S> <C> <C>
Pennsylvania 1-7410 25-1233834
(State or other jurisdiction (Commission (I.R.S.Employer
of incorporation) File Number) Identification No.)
</TABLE>
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
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are filed herewith and incorporated by reference
into Registration Statement No. 33-55226 pertaining to certain debt securities
of Mellon Financial Company and the related guarantees of the Registrant.
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
1.5 Underwriting Agreement dated as of June 14, 1995
between Mellon Financial Company (the "Company"), Mellon Bank
Corporation (the "Corporation") and Lehman Brothers Inc. and
NationsBanc Capital Markets, Inc., relating to the issuance and
sale of $200,000,000 aggregate principal amount of the Company's
6.30% Senior Notes due June 1, 2000 and the related guarantees of
the Corporation, together with the Mellon Financial Company
Underwriting Agreement Standard Provisions (Debt) dated June 14,
1995.
4.8 Form of 6.30% Senior Note due June 1, 2000.
</TABLE>
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: June 21, 1995 By: JAMES M. GOCKLEY
James M. Gockley
Assistant General Counsel &
Secretary
<PAGE> 3
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Description Method of Filing
<C> <S> <C>
1.5 Underwriting Agreement dated
as of June 14, 1995 and Standard
Provisions (Debt) dated June 14,
1995 Filed herewith
4.8 Form of 6.30% Senior Note
due June 1, 2000 Filed herewith
</TABLE>
<PAGE> 1
Exhibit 1.5
UNDERWRITING AGREEMENT
June 14, 1995
Mellon Financial Company and
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Dear Sirs:
Lehman Brothers Inc. and NationsBanc Capital Markets, Inc., as Underwriters
(the "Underwriters"), understand that Mellon Financial Company, a Pennsylvania
corporation (the "Company"), proposes to issue and sell $200,000,000 aggregate
principal amount of 6.30% Senior Notes due June 1, 2000 (the "Offered
Securities"), which are to be unconditionally guaranteed (as described in the
Prospectus Supplement and Prospectus referred to below) as to payments of
principal, premium, if any, and interest, if any, by Mellon Bank Corporation, a
Pennsylvania corporation registered as a bank holding company under the Bank
Holding Company Act (the "Guarantor"). Subject to the terms and conditions set
forth herein or incorporated by reference herein, the Company hereby agrees to
sell, the Guarantor agrees to guarantee, and the Underwriters agree to
purchase, severally and not jointly, the principal amounts of such Offered
Securities set forth opposite their names on Schedule A hereto at 99.576% of
their principal amount, yielding total proceeds at closing of $199,152,000.
The Underwriters will pay for such Offered Securities in immediately
available funds upon delivery thereof at the offices of Sullivan & Cromwell,
125 Broad Street, New York, New York 10004, at 10:00 a.m. (local time) on June
19, 1995, or at such other time, not later than June 19, 1995, as shall be
designated by the Underwriters.
The Offered Securities shall have the terms set forth in the Company's and
the Guarantor's Prospectus Supplement, dated June 14, 1995, and the Prospectus,
dated December 23, 1992, particularly as follows:
Maturity: June 1, 2000
Interest Rate: 6.30% per annum
Redemption Provisions: None
<PAGE> 2
Interest Payment Dates: June 1 and December 1,
commencing December 1, 1995
All the provisions contained in the documents entitled Mellon Financial
Company Underwriting Agreement Standard Provisions (Debt), dated June 14, 1995,
a copy of which you have previously received, are herein incorporated by
reference in their entirety and shall be deemed to be a part of this Agreement
to the same extent as if such provisions had been set forth in full herein.
Please confirm your agreement by having an authorized officer sign a copy of
this Agreement in the appropriate space set forth below. This Agreement may be
signed in any number of counterparts with the same effect as
<PAGE> 3
if the signatures thereto and hereto were upon the same instrument.
Very truly yours,
LEHMAN BROTHERS INC.
NATIONSBANC CAPITAL MARKETS, INC.
By: LEHMAN BROTHERS INC.
By: ROBERT SWINDELL
-----------------------
Name: Robert Swindell
Title: Managing Director
Accepted: June 14, 1995
MELLON FINANCIAL COMPANY
By: STEVEN G. ELLIOTT
------------------------
Name: Steven G. Elliott
Title: President and Chief
Executive Officer
Accepted: June 14, 1995
MELLON BANK CORPORATION
By: STEVEN G. ELLIOTT
------------------------
Name: Steven G. Elliott
Title: Vice Chairman, Chief
Financial Officer
and Treasurer
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<PAGE> 4
SCHEDULE A
<TABLE>
<CAPTION>
Principal Amount
Underwriters of Notes
------------ ----------------
<S> <C>
Lehman Brothers Inc. ........................... $100,000,000
NationsBanc Capital Markets, Inc. .............. 100,000,000
------------
TOTAL..................................... $200,000,000
</TABLE>
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<PAGE> 5
MELLON FINANCIAL COMPANY
UNDERWRITING AGREEMENT
STANDARD PROVISIONS (DEBT)
June 14, 1995
From time to time Mellon Financial Company, a Pennsylvania corporation
(the "Company"), and Mellon Bank Corporation, a Pennsylvania corporation
registered as a bank holding company under the Bank Holding Company Act (the
"Guarantor"), may enter into one or more underwriting agreements that provide
for the sale of designated securities to the several underwriters named herein.
The standard provisions set forth herein may be incorporated by reference in any
such underwriting agreement (an "Underwriting Agreement"). The Underwriting
Agreement, including the provisions incorporated therein by reference, is herein
referred to as "this Agreement". Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined.
I.
The Company proposes to issue from time to time debt securities
consisting of debentures, notes and/or other unsecured evidences of indebtedness
(the "Securities") to be issued pursuant to the provisions of the Indenture,
dated as of May 2, 1988, as supplemented by the First Supplemental Indenture,
dated as of November 29, 1990, among the Company, the Guarantor and The Chase
Manhattan Bank (National Association), as Trustee and/or pursuant to the
provisions of the Indenture, dated as of April 15, 1991, as supplemented by the
First Supplemental Indenture, dated as of November 24, 1992, among the Company,
the Guarantor and Continental Bank, National Association, as Trustee, as the
same may be from time to time amended or supplemented (together referred to as
the "Indentures"). The Securities will have varying designations, maturities,
rates and times of payment of interest, selling prices and redemption terms. The
Securities will be guaranteed as to payment of principal, premium, if any, and
interest, if any, by the Guarantor.
The Company and the Guarantor have filed with the Securities and
Exchange Commission (the "Commission") a registration statement, including a
prospectus relating to the Securities and to the unconditional guarantee by the
Guarantor of payment of principal, premium, if any, and interest, if any (the
"Guarantees"), and have filed with, or mailed for filing to, the Commission a
prospectus supplement specifically relating to the Offered Securities and
related Guarantees (the "Offered Guarantees") pursuant to Rule 424 of the rules
and regulations promulgated under the Securities Act of 1933 (the "Securities
<PAGE> 6
Act"). The term Registration Statement means the registration statement as
amended to the date of the Underwriting Agreement. The term Basic Prospectus
means the prospectus included in the Registration Statement. The term
Prospectus means the Basic Prospectus together with the prospectus supplement
specifically relating to the Offered Securities and Offered Guarantees as filed
with, or mailed for filing to, the Commission pursuant to Rule 424. The term
preliminary prospectus means a preliminary prospectus supplement specifically
relating to the Offered Securities and Offered Guarantees together with the
Basic Prospectus. As used herein, the terms "Registration Statement", "Basic
Prospectus", "Prospectus" and "preliminary prospectus" shall include in each
case the material, if any, incorporated by reference therein.
The term Underwriters' Securities means the Offered Securities to be
purchased by the Underwriters herein. The term Contract Securities means the
Offered Securities, if any, to be purchased pursuant to the delayed delivery
contracts referred to below.
II.
If the Prospectus provides for sales of Offered Securities pursuant to
delayed delivery contracts, the Company hereby authorizes the Underwriters to
solicit offers to purchase Contract Securities on the terms and subject to the
conditions set forth in the Prospectus pursuant to delayed delivery contracts
substantially in the form of Schedule I attached hereto ("Delayed Delivery
Contracts") but with such changes therein as the Company may authorize or
approve. Delayed Delivery Contracts are to be with institutional investors
approved by the Company and of the types set forth in the Prospectus. On the
Closing Date (as hereinafter defined), the Company will pay the Manager as
compensation, for the accounts of the Underwriters, the fee set forth in the
Underwriting Agreement in respect of the principal amount of Contract
Securities. The Underwriters will not have any responsibility in respect of the
validity or the performance of Delayed Delivery Contracts.
If the Company executes and delivers Delayed Delivery Contracts with
institutional investors, the Contract Securities shall be deducted from the
Offered Securities to be purchased by the several Underwriters, and the
aggregate principal amount of Offered Securities to be purchased by each
Underwriter shall be reduced pro rata in proportion to the principal amount of
Offered Securities set forth opposite each Underwriter's name in the
Underwriting Agreement, except to the extent that the Manager determines that
such reduction shall be otherwise and so advises the Company.
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III.
The Company is advised by the Manager that the Underwriters propose to
make a public offering of their respective portions of the Underwriters'
Securities as soon after this Agreement is entered into as in the Manager's
judgment is advisable. The Underwriters will offer the Underwriters' Securities
for sale upon the terms and conditions set forth in the Prospectus.
IV.
Payment for the Underwriters' Securities shall be made by certified or
official bank check or checks drawn on a bank approved by the Company and
payable to the order of the Company in New York Clearing House funds at the time
and place set forth in the Underwriting Agreement, upon delivery to the Manager
for the respective accounts of the several Underwriters of the Underwriters'
Securities registered in such names and in such denominations as the Manager
shall request in writing not less than two full business days prior to the date
of delivery. The time and date of such payment and delivery with respect to the
Underwriters' Securities are herein referred to as the Closing Date. The
Offered Securities will be made available for checking and packaging at least
twenty-four hours prior to the time for delivery.
V.
The several obligations of the Underwriters hereunder are subject to the
following conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement shall be in effect, and no proceedings for such purpose shall be
pending before or threatened by the Commission, and the Manager shall have
received on the Closing Date a certificate, dated the Closing Date and
signed by an executive officer of the Company, to the foregoing effect. The
officer making such certificate may rely upon the best of his knowledge as
to proceedings pending or threatened.
(b) The Manager shall have received on the Closing Date an opinion of the
General Counsel or Assistant General Counsel of the Guarantor and counsel to
the Company, dated the Closing Date, to the effect set forth in Exhibit A.
(c) The Manager shall have received on the Closing Date an opinion of
Sullivan & Cromwell, as counsel to the Underwriters, dated the Closing Date,
with respect to the incorporation of the Company and the Guarantor, the
validity of the Indenture, the Offered Securities and the Offered
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<PAGE> 8
Guarantees, the Registration Statement, the Prospectus and other related
matters as the Manager may reasonably request, and such counsel shall have
received such papers and information as they may reasonably request to enable
them to pass upon such matters.
(d) The Manager shall have received on the Closing Date letters, dated the
Closing Date and in form and substance satisfactory to the Manager, from KPMG
Peat Marwick, independent public accountants to the Guarantor, to the effect
set forth in Exhibit B.
(e) Since the respective dates as of which information is given in the
Prospectus, there shall not have been any material and adverse change, or any
development involving a prospective material and adverse change, in the
creditworthiness of the Company or the Guarantor, otherwise than as set forth
or contemplated in the Prospectus, the effect of which is in the reasonable
judgment of the Manager so material and adverse as to make it impracticable
or inadvisable to proceed with the public offering or the delivery of the
Offered Securities on the terms and in the manner contemplated in the
Prospectus.
(f) On or after the date of this Agreement (i) no downgrading shall have
occurred in the rating accorded the debt securities of or guaranteed by the
Guarantor or the preferred stock of the Guarantor by any "nationally
recognized statistical rating organization," as that term is defined by the
Commission for purposes of Rule 436(g)(2) under the Securities Act and (ii)
no such organization shall have publicly announced that it has under
surveillance or review, with possible negative implications, its rating of
any debt securities of or guaranteed by the Guarantor or preferred stock of
the Guarantor.
(g) On or after the date of this Agreement there shall not have occurred
any of the following: (i) a suspension or material limitation in trading in
securities generally on the New York Stock Exchange; (ii) a general
moratorium on commercial banking activities in New York declared by either
Federal or New York State authorities; or (iii) the outbreak or escalation of
hostilities involving the United States or the declaration by the United
States of a national emergency or war, if the effect of any such events
specified in this clause (iii) in the judgment of the Underwriters makes it
impracticable or inadvisable to proceed with the public offering or the
delivery of the Securities being delivered on the Closing Date on the terms
and in the manner contemplated by the Prospectus.
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<PAGE> 9
VI.
In further consideration of the agreements of the Underwriters contained
in this Agreement, the Company and the Guarantor hereby covenant:
(a) to furnish the Manager without charge a signed copy of the Registration
Statement, including exhibits and materials, if any, incorporated by
reference therein, and during the period mentioned in paragraph (c) below, as
many copies of the Prospectus, any documents incorporated by reference
therein and any supplements and amendments thereto as the Manager may
reasonably request. (The terms "supplement" and "amendment" or "amend" as
used in this Agreement shall include all documents filed by the Company with
the Commission pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act") subsequent to the date of the Basic Prospectus that are deemed to be
incorporated by reference in the Prospectus);
(b) before amending or supplementing the Registration Statement or the
Prospectus with respect to the Offered Securities and the Offered Guarantees,
to furnish the Manager a copy of each such proposed amendment or supplement;
(c) if, during such period after the date of the first public offering of
the Offered Securities as in the opinion of counsel for the Underwriters the
Prospectus is required by law to be delivered, any event shall occur as a
result of which it is necessary to amend or supplement the Prospectus in
order to make the statements therein, in light of the circumstances when the
Prospectus is delivered to a purchaser, not misleading, or if it is necessary
to amend or supplement the Prospectus to comply with law, forthwith to
prepare and furnish at its own expense to the Underwriters, either amendments
or supplements to the Prospectus so that the statements in the Prospectus as
so amended or supplemented will not, in light of the circumstances when the
Prospectus is delivered to a purchaser, be misleading or so that the
Prospectus will comply with law;
(d) to endeavor to qualify the Offered Securities and the Offered
Guarantees for offer and sale under the securities or Blue Sky laws of such
jurisdictions as the Manager shall reasonably request, provided that, in
connection therewith, neither the Company nor the Guarantor shall be required
to qualify as a foreign corporation or to file a general consent to service
of process in any jurisdiction, and to pay all expenses (including fees and
disbursements of counsel) in connection with the
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<PAGE> 10
determination of the eligibility of the Offered Securities and the Offered
Guarantees for investment under the laws of such jurisdictions as the Manager
may designate;
(e) to make generally available to the Guarantor's security holders as soon
as practicable an earnings statement covering a twelve-month period beginning
after the date of the Underwriting Agreement, which shall satisfy the
provision of Section 11(a) of the Securities Act; and
(f) during the period beginning on the date of the Underwriting Agreement
and continuing to and including the Closing Date, not to offer, sell,
contract to sell or otherwise dispose of any debt securities issued or
guaranteed by the Guarantor that in the reasonable judgment of the Manager
are substantially similar to the Offered Securities, without the prior
written consent of the Manager.
VII.
Each of the Company and the Guarantor represents and warrants to each
Underwriter that (i) each document, if any, filed or to be filed pursuant to the
Exchange Act and incorporated by reference in the Prospectus complied or will
comply when so filed in all material respects with the requirements of the
Exchange Act and the rules and regulations thereunder, (ii) each part of the
registration statement (including the documents incorporated by reference
therein) filed with the Commission pursuant to the Securities Act relating to
the Securities and the Guarantees, when such part became effective, did not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, (iii)
each preliminary prospectus, if any, filed pursuant to Rule 424 under the
Securities Act complied when so filed in all material respects with the
requirements of the Securities Act and the applicable rules and regulations
thereunder, (iv) the Registration Statement and the Prospectus comply and, as
amended or supplemented, if applicable, will comply in all material respects
with the requirements of the Securities Act and the applicable rules and
regulations thereunder and (v) the Registration Statement and the Prospectus do
not contain and, as amended or supplemented, if applicable, will not contain any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; except that these representations and
warranties do not apply to statements or omissions in the Registration
Statement, any preliminary Prospectus or the Prospectus based
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<PAGE> 11
upon information furnished to the Company in writing by any Underwriter
expressly for use therein.
The Company and the Guarantor jointly and severally agree to indemnify
and hold harmless each Underwriter and each person, if any, who controls such
Underwriter within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act, from and against any and all losses, claims,
damages and liabilities caused by any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, any
preliminary prospectus or the Prospectus (if used within the period set forth in
paragraph (c) of Article VI hereof and as amended or supplemented if the Company
shall have furnished any amendments or supplements thereto), or caused by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements in the Registration Statement
not misleading, or the statements in any preliminary prospectus, the Prospectus
or any document incorporated by reference in the Registration Statement, in
light of the circumstances under which they were made, not misleading, except
insofar as such losses, claims, damages or liabilities are caused by any such
untrue statement or omission or alleged untrue statement or omission based upon
information furnished in writing to the Company or the Guarantor by any
Underwriter expressly for use therein.
Each Underwriter agrees to indemnify and hold harmless the Company and
the Guarantor, the directors of either, the officers of either who sign the
Registration Statement and any person controlling the Company or the Guarantor
to the same extent as the foregoing indemnity from the Company and the Guarantor
to each Underwriter, but only with respect to information relating to such
Underwriter furnished in writing by such Underwriter expressly for use in the
Registration Statement, any preliminary prospectus or the Prospectus.
In case any proceeding (including any governmental investigation) shall
be instituted involving any person in respect of which indemnity may be sought
pursuant to either of the two preceding paragraphs, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing, and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding
and shall pay the fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have the right
to retain its own counsel, but the fees and expenses of such counsel shall be
at the expense of such indemnified party unless (i) the indemnifying party and
the
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<PAGE> 12
indemnified party shall have mutually agreed to the retention of such counsel
or (ii) the named parties to any such proceeding (including any impleaded
parties) include both the indemnifying party and the indemnified party and
representation of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them. It is understood that
the indemnifying party shall not, in connection with any proceeding or related
proceeding in the same jurisdiction, be liable for the reasonable fees and
expenses of more than one separate firm for all such indemnified parties. Such
firm shall be designated in writing by the Manager in the case of parties
indemnified pursuant to the second preceding paragraph and by the Company in
the case of parties indemnified pursuant to the first preceding paragraph. The
indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent but, if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by
reason of such settlement or judgment.
If the indemnification provided for in this Article VII is unavailable
to an indemnified party under the second or third paragraphs hereof or
insufficient in respect of any losses, claims, damages, or liabilities referred
to therein, then each indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Company and the Guarantor on the one hand and the Underwriters on the
other from the offering of the Offered Securities or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company and the
Guarantor on the one hand and of the Underwriters on the other in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities, as well as any other relevant equitable considerations. The
relative benefits received (by the Company and the Guarantor on the one hand and
the Underwriters on the other) in connection with the offering of the Offered
Securities shall be deemed to be in the same proportion as the total net
proceeds from the offering of such Offered Securities received by the Company
(before deducting expenses) bear to the total underwriting discounts and
commissions received by the Underwriters in respect thereof. The relative fault
of the Company and the Guarantor on the one hand and of the Underwriters on the
other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
and
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<PAGE> 13
the Guarantor or by the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statements or omission.
The Company, the Guarantor and the Underwriters agree that it would not
be just and equitable if contribution pursuant to this Article VII were
determined by pro rata allocation or by any other method of allocation which
does not take account of the considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages and liabilities referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Article VII, no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Offered Securities and Offered Guarantees
underwritten and distributed to the public by such Underwriter exceeds the
amount of any damages which such Underwriter has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation within the meaning
of Section 11(f) of the Securities Act shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The
Underwriters' obligations to contribute pursuant to this Article VII are
several, in proportion to the respective principal amounts of Offered Securities
purchased by each of such Underwriters, and not joint.
VIII.
The indemnity and contribution agreements contained in Article VII
hereof and the representations and warranties of the Company and the Guarantor
in this Agreement shall remain operative and in full force and effect regardless
of (i) any termination of this Agreement, (ii) any investigation made by any
Underwriter or on behalf of any Underwriter or any person controlling any
Underwriter or by or on behalf of the Company, the Guarantor or the directors or
officers or any person controlling the Company or the Guarantor and (iii)
acceptance of any payment for any of the Offered Securities.
IX.
If any Underwriter shall default in its obligation to purchase the
Offered Securities which it has agreed to purchase hereunder, the Underwriters
may in their discretion arrange for themselves or another party or other parties
to purchase such Offered Securities on the terms contained herein. If within
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<PAGE> 14
thirty-six hours after such default by any Underwriter the Underwriters do not
arrange for the purchase of such Offered Securities, then the Company and the
Guarantor shall be entitled to a further period of thirty-six hours within
which to procure another party or other parties satisfactory to the
Underwriters to purchase such Offered Securities on such terms. In the event
that, within the respective prescribed periods, the Underwriters notify the
Company and the Guarantor that they have so arranged for the purchase of such
Offered Securities, or the Company and the Guarantor notify the Underwriters
that they have so arranged for the purchase of such Offered Securities, the
Underwriters or the Company and the Guarantor shall have the right to postpone
the Closing Date for a period of not more than seven days, in order to effect
whatever changes may thereby be made necessary in the Registration Statement or
the Prospectus, or in any other documents or arrangements, and the Company and
the Guarantor agree to file promptly any amendments or supplements to the
Registration Statement or the Prospectus which in the reasonable opinion of the
Manager may thereby be made necessary. The term "Underwriters" as used in this
Agreement shall include any person substituted under this Section IX with like
effect as if such person has originally been a party to this Agreement with
respect to such Offered Securities.
If, after giving effect to any arrangements for the purchase of the
Offered Securities of a defaulting Underwriter or Underwriters as provided in
the immediately preceding paragraph hereof, the aggregate principal amount of
such Offered Securities which remains unpurchased does not exceed one-eleventh
of the aggregate principal amount of all the Offered Securities, then the
Guarantor and the Company shall have the right to require each non-defaulting
Underwriter to purchase the principal amount of Offered Securities which such
Underwriter agreed to purchase hereunder and, in addition, to require each
non-defaulting Underwriter to purchase its pro rata share (based on the
principal amount of Offered Securities which such Underwriter agreed to purchase
hereunder) of the Offered Securities of such defaulting Underwriter or
Underwriters for which such arrangements have not been made; but nothing herein
shall relieve a defaulting Underwriter from liability for its default.
If, after giving effect to any arrangements for the purchase of the
Offered Securities of a defaulting Underwriter or Underwriters as provided in
the first paragraph of this Section IX, the aggregate principal amount of
Offered Securities which remains unpurchased exceeds one-eleventh of the
aggregate principal amount of all the Offered Securities or if the Guarantor and
the Company shall not exercise the right described in the immediately preceding
paragraph to require non-defaulting Underwriters to purchase Offered Securities
of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon
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<PAGE> 15
terminate, without liability on the part of any non-defaulting Underwriters or
the Company or the Guarantor, except for the expenses to be borne by the
Company, the Guarantor and the Underwriters as provided in Section X hereof and
the indemnity and contribution agreements in Section VII hereof; but nothing
herein shall relieve a defaulting Underwriter from liability for its default.
X.
Each of the Guarantor and the Company covenants and agrees with the
several Underwriters that the Company and the Guarantor will pay or cause to be
paid the following: (i) the fees, disbursements and expenses of the Guarantor's
and the Company's counsel and accountants in connection with the registration of
the Offered Securities and the Offered Guarantees under the Securities Act and
all other expenses in connection with the preparation, printing and filing of
the Registration Statement and the Prospectus and amendments and supplements
thereto and the mailing and delivering of copies thereof to the Underwriters and
to dealers; (ii) the cost of printing this Agreement, the Indenture and any Blue
Sky and legal investment memoranda; (iii) all expenses in connection with the
qualification of the Offered Securities and the Offered Guarantees for offering
and sale under state securities laws as provided in Section VI(d) hereof,
including the fees and disbursements of counsel for the Underwriters in
connection with such qualification and in connection with the Blue Sky and legal
investment surveys; (iv) any fees charged by securities rating services for
rating the Offered Securities; (v) the cost of preparing the Offered Securities;
(vi) the fees and expenses of the Trustee and any agent of the Trustee and the
fees and disbursements of counsel for the Trustee in connection with the
Indenture, the Offered Securities and the Offered Guarantees; and (vii) all
other costs and expenses incident to the performance of its obligations
hereunder which are not otherwise specifically provided for in this Section X.
It is understood, however, that, except as provided in this Section X and
Sections VII and XI hereof, the Underwriters will pay all of their own costs and
expenses, including the fees of their counsel, transfer taxes on resale of any
of the Offered Securities by them and any advertising expenses connected with
any offers they may make.
XI.
If this Agreement shall be terminated by the Underwriters, or any of
them, because of any failure or refusal on the part of the Company or the
Guarantor to comply with the terms or to fulfill any of the conditions of this
Agreement, or if for any reason the Company or the Guarantor shall be unable to
perform its obligations under this Agreement, the Company and the
-11-
<PAGE> 16
Guarantor will reimburse the Underwriters, or such Underwriters as have so
terminated this Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and disbursements of their counsel)
reasonably incurred by such Underwriters in connection with the Offered
Securities.
This Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
-12-
<PAGE> 17
Schedule I
DELAYED DELIVERY CONTRACT
, 199
Dear Sirs:
The undersigned hereby agrees to purchase from Mellon Financial Company, a
Pennsylvania corporation (the "Company"), and the Company agrees to sell to the
undersigned
$.......................
principal amount of the Company's [state title of issue], which are guaranteed
as to payment of principal, premium, if any, and interest, if any,
by Mellon Bank Corporation (the "Securities"), offered by the Prospectus
dated , 199 and Prospectus Supplement dated , 199 , receipt of
copies of which are hereby acknowledged, at a purchase price of % of the
principal amount thereof plus accrued interest and on the further terms and
conditions set forth in this contract. The undersigned does not contemplate
selling Securities prior to making payment therefor.
The undersigned will purchase from the Company Securities in the
principal amounts and on the delivery dates set forth below:
<TABLE>
<CAPTION>
Delivery Principal Plus Accrued
Date Amount Interest From:
-------- ---------- --------------
<S> <C> <C>
................. $................. .................
................. $................. .................
................. $................. .................
</TABLE>
Each such date on which Securities are to be purchased hereunder is hereinafter
referred to as a "Delivery Date."
Payment for the Securities which the undersigned has agreed to purchase
on each Delivery Date shall be made to the Company or its order by certified or
official bank check drawn on a bank approved by the Company and in New York
Clearing House funds at the office of , New York, N.Y., at
10:00 A.M. (New York time) on the Delivery Date, upon delivery
<PAGE> 18
to the undersigned of the Securities to be purchased by the undersigned
on the Delivery Date, in such denominations and registered in such names as the
undersigned may designate by written or telegraphic communication addressed to
the Company not less than five full business days prior to the Delivery Date.
The obligation of the undersigned to take delivery of and make payment
for the Securities on the Delivery Date shall be subject to the conditions that
(1) the purchase of Securities to be made by the undersigned shall not at the
time of delivery be prohibited under the laws of the jurisdiction to which the
undersigned is subject and (2) the Company shall have sold, and delivery shall
have taken place to the underwriters (the "Underwriters") named in the
Prospectus Supplement referred to above, of such part of the Securities as is to
be sold to them. Promptly after completion of sale and delivery to the
Underwriters, the Company will mail or deliver to the undersigned at its address
set forth below notice to such effect, accompanied by a copy of the opinion of
counsel for the Company delivered to the Underwriters in connection therewith.
Failure to take delivery of and make payment for Securities by any
purchaser under any other Delayed Delivery Contract shall not relieve the
undersigned of its obligations under this contract.
This contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.
If this contract is acceptable to the Company, it is requested that the
Company sign the form of acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address set forth below. This
will become a binding contract, as of the date first above written, between the
Company and the undersigned when such counterpart is so mailed or delivered.
This contract shall be governed by and construed in accordance with the
laws of the State of New York.
2
<PAGE> 19
Very truly yours,
.........................
(Purchaser)
By.......................
.........................
(Title)
.........................
.........................
(Address)
Accepted:
MELLON FINANCIAL COMPANY
By.........................
PURCHASER--PLEASE COMPLETE AT TIME OF SIGNING
The name, telephone number and department of the representative of the
Purchaser with whom details of delivery on the Delivery Date may be discussed is
as follows: (Please print.)
<TABLE>
<CAPTION>
Telephone No.
Name (Including Area Code) Department
---- --------------------- ----------
<S> <C> <C>
................. ..................... ..............
................. ..................... ..............
................. ..................... ..............
................. ..................... ..............
................. ..................... ..............
................. ..................... ..............
</TABLE>
-3-
<PAGE> 20
Exhibit A
Opinion of the Counsel of the Guarantor
And Counsel to the Company
---------------------------------------
The opinion of the General Counsel or Assistant General Counsel of the
Guarantor and counsel to the Company to be delivered pursuant to Article V,
paragraph (b) of the document entitled Mellon Financial Company Underwriting
Agreement Standard Provisions (Debt) shall be to the following effect (all terms
used herein which are defined in the Agreement have the meanings set forth
therein):
(i) Each of the Guarantor and the Company has been duly incorporated
and is validly existing as a corporation in good standing under the laws of
the Commonwealth of Pennsylvania, and each has the corporate power and
authority to own its properties and conduct its business as described in the
Prospectus; and each of the Guarantor's principal wholly owned banking
subsidiaries, as described in the prospectus, has been duly established and
is validly existing as a national banking association or a state bank, as the
case may be, under the laws of the jurisdiction of its formation.
(ii) The Guarantor has an authorized equity capitalization as set
forth in the Prospectus and all of the issued shares of capital stock of the
Company have been duly and validly authorized and issued, are fully paid and
non-assessable and are owned by the Guarantor, free and clear of all liens,
encumbrances, equities or claims.
(iii) The Guarantor has been duly qualified as a foreign corporation for
the transaction of business and is in good standing under the laws of each
other jurisdiction in which it owns or leases properties, or conducts any
business, so as to require such qualification, or is subject to no material
liability or disability by reason of failure to be so qualified in any such
jurisdiction.
(iv) All of the issued and outstanding capital stock of each subsidiary of
the Guarantor has been duly authorized and validly issued, is fully paid and
non-assessable
<PAGE> 21
(except, in the case of each of its national bank subsidiaries, as
provided in 12 U.S.C. Section 55, as amended), and, except for directors'
qualifying shares, is owned by the Guarantor, free and clear of any mortgage,
pledge, lien, encumbrance, claim or equity.
(v) To the best of such counsel's knowledge there are no legal or
governmental proceedings pending to which the Company, the Guarantor or any
of its subsidiaries is a party or of which any property of the Company, the
Guarantor or any of its subsidiaries is the subject, other than as set forth
in the Prospectus, which, taking into account the likelihood of the outcome,
the damages or other relief sought and other relevant factors, would
individually or in the aggregate have a material adverse effect on the
financial position, shareholders' equity or results of operation of the
Company or the Guarantor and its subsidiaries on a consolidated basis; and to
the best of such counsel's knowledge no such proceedings are threatened or
contemplated by governmental authorities or threatened by others.
(vi) This Agreement has been duly authorized, executed and delivered
by the Company and by the Guarantor.
(vii) The Offered Securities have been duly authorized, executed,
authenticated, issued and delivered and constitute valid and legally binding
obligations of the Company entitled to the benefits provided by the
Indenture; and the Offered Securities, the Offered Guarantees and the
Indenture conform to the descriptions thereof in the Prospectus.
(viii) The Offered Guarantees have been duly authorized, endorsed on the
Offered Securities and executed, and, upon due execution, authentication and
delivery of the Offered Securities pursuant to this Agreement, the Offered
Guarantees will have been duly delivered and will constitute valid and
legally binding obligations of the Guarantor entitled to the benefits
provided by the Indenture.
- 2 -
<PAGE> 22
(ix) The Indenture has been duly authorized, executed and delivered by
the Guarantor and the Company and con-stitutes a valid and legally binding
instrument, enforceable against the Company and the Guarantor in accordance
with its terms, subject, as to enforcement, to bankruptcy, moratorium,
insolvency, fraudulent transfer, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to general
equity principles; the Indenture has been duly qualified under the Trust
Indenture Act of 1939 (the "Trust Indenture Act"), and all taxes and fees
required to be paid with respect to the execution of the Indenture and the
issuance of the Offered Securities and the Offered Guarantees have been paid.
(x) The issue and sale of the Offered Securities and the compliance
by the Company and the Guarantor with all of the provisions of the Offered
Securities, the Offered Guarantees, the Indenture and this Agreement and the
consummation of the transactions herein contemplated will not conflict with
or result in a breach of any of the terms 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 property or assets of the Company, the Guarantor
or any of its subsidiaries pursuant to the terms of, any indenture, mortgage,
deed of trust, loan agreement or other agreement or instrument known to such
counsel to which the Company, the Guarantor or any of its subsidiaries is a
party or by which the Company, the Guarantor or any of its subsidiaries is
bound or to which any of the property or assets of the Company, the Guarantor
or any of its subsidiaries is subject, nor will such action result in any
violation of the provisions of the Articles of Incorporation, as amended, or
the By-Laws of the Company or of the Guarantor, or any statute or any order,
rule or regulation of any court or governmental agency or body having
jurisdiction over the Company, the Guarantor or any of its subsidiaries or
any of their properties; and no consent, approval, authorization, order,
registration or qualification of or with any court or any such regulatory
authority or other governmental body is required for the issue and sale of
the Offered Securities, the execution and delivery of the Offered Guarantees
or the consummation of
-3-
<PAGE> 23
the other transactions contemplated by this Agreement, the Offered
Guarantees or the Indenture, except such as have been obtained under the
Securities Act of 1933 (the "Securities Act") and the Trust Indenture Act and
the exemption of the Company from the provisions of the Investment Company
Act of 1940, as amended, and such consents, approvals, authorizations,
registrations or qualifications as may be required under state securities or
Blue Sky laws in connection with the sale and distribution of the Offered
Securities and the Offered Guarantees.
(xi) The documents incorporated by reference in the Prospectus (other
than the financial statements and related schedules therein, as to which such
counsel need express no opinion), when they were filed with the Commission,
complied as to form in all material respects with the requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and the rules and
regulations of the Commission thereunder; and such counsel has no reason to
believe that any of such documents, when they were so filed, contained an
untrue statement of a material fact or omitted to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made when such documents were so filed,
not misleading, in each case after excluding any statement in any such
document which does not constitute part of the Registration Statement or the
Prospectus pursuant to Rule 412 of Regulation C under the Securities Act.
(xii) The Registration Statement and the Prospectus and any further
amendments and supplements thereto made by the Company or the Guarantor prior
to the Closing Date (other than the financial statements and related
schedules therein, as to which such counsel need express no opinion) comply
as to form in all material respects with the requirements of the Securities
Act and the Trust Indenture Act and the rules and regulations thereunder;
such counsel has no reason to believe that either the Registration Statement,
as of its effective date and as of the Closing Date, or the Prospectus or any
further amendment or supplement thereto made by the Company or the Guarantor
prior to the Closing Date, as of the date of the most recent
-4-
<PAGE> 24
amendment or supplement thereto and as of the Closing Date, contains an
untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; and such counsel does not know of any contracts or other
documents of a character required to be filed as exhibits to the Registration
Statement or required to be incorporated by reference into the Prospectus or
required to be described in the Registration Statement or the Prospectus
which are not filed or incorporated by reference or described as required.
(xiii) The Company is exempt from the registration and other provisions of
the Investment Company Act of 1940, as amended.
In rendering such opinion, such counsel may rely as to matters of fact
upon certificates of officers of the Guarantor and its subsidiaries, provided
that such counsel shall state that he believes he is justified in relying upon
such certificates.
-5-
<PAGE> 25
EXHIBIT B
Pursuant to Article V, paragraph (d) of the Mellon Financial Company
Underwriting Agreement Standard Provisions (Debt) (the "Standard Provisions"),
KPMG Peat Marwick shall furnish letters to the Underwriters to the effect that:
(i) They are independent certified public accountants
with respect to the Guarantor and its subsidiaries within the meaning
of the Act and the applicable published rules and regulations
thereunder;
(ii) In their opinion, the financial statements and any
supplementary financial information and schedules audited by them and
included or incorporated by reference in the Registration Statement or
the Prospectus comply as to form in all material respects with the
applicable accounting requirements of the Act or the Exchange Act, as
applicable, and the published rules and regulations thereunder; and,
if applicable, they have made a review in accordance with standards
established by the American Institute of Certified Public Accountants
of the consolidated interim financial statements, selected financial
data and/or condensed financial statements derived from audited
financial statements of the Guarantor for the periods specified in
such letter, as indicated in their reports thereon, copies of which
have been furnished to the representatives of the Underwriters (the
"Representatives");
(iii) The unaudited selected financial information with
respect to the consolidated results of operations and financial
position of the Guarantor for the five most recent fiscal years
included in the Prospectus and included or incorporated by reference
in Item 6 of the Guarantor's Annual Report on Form 10-K for the most
recent fiscal year agrees with the corresponding amounts (after
restatement where applicable) in the audited consolidated financial
statements for such fiscal years which were included or incorporated
by reference in the Guarantor's Annual Reports on Form 10-K for such
five fiscal years;
(iv) On the basis of limited procedures, not constituting
an audit in accordance with generally accepted auditing standards,
consisting of a reading of the unaudited
<PAGE> 26
financial statements and other information referred to below, a
reading of the latest available interim financial statements of the
Guarantor and its subsidiaries, inspection of the minute books of the
Guarantor and its subsidiaries since the date of the latest audited
financial statements included or incorporated by reference in the
Prospectus, inquiries of officials of the Guarantor and its
subsidiaries responsible for financial and accounting matters and such
other inquiries and procedures as may be specified in such letter,
nothing came to their attention that caused them to believe that:
(A) the unaudited condensed consolidated
statements of income, consolidated balance sheets and
consolidated statements of changes in financial position
included or incorporated by reference in the Guarantor's
Quarterly Reports on Form 10-Q incorporated by reference in
the Prospectus do not comply as to form in all material
respects with the applicable accounting requirements of the
Exchange Act as it applies to Form 10-Q and the related
published rules and regulations thereunder or are not in
conformity with generally accepted accounting principles
applied on a basis substantially consistent with the basis for
the audited consolidated statements of income, consolidated
balance sheets and consolidated statements of changes in
financial position included or incorporated by reference in
the Guarantor's Annual Report on Form 10-K for the most recent
fiscal year;
(B) any other unaudited income statement data and
balance sheet items included in the Prospectus do not agree
with the corresponding items in the unaudited consolidated
financial statements from which such data and items were
derived, and any such unaudited data and items were not
determined on a basis substantially consistent with the basis
for the corresponding amounts in the audited consolidated
financial statements included or incorporated by reference in
the Guarantor's Annual Report on Form 10-K for the most recent
fiscal year;
-2-
<PAGE> 27
(C) the unaudited financial statements which were
not included in the Prospectus but from which were derived the
unaudited condensed financial statements referred to in Clause
(A) and any unaudited income statement data and balance sheet
items included in the Prospectus and referred to in Clause (B)
were not determined on a basis substantially consistent with
the basis for the audited financial statements included or
incorporated by reference in the Guarantor's Annual Report on
Form 10-K for the most recent fiscal year;
(D) any unaudited pro forma consolidated
condensed financial statements included or incorporated by
reference in the Prospectus do not comply as to form in all
material respects with the applicable accounting requirements
of the Act and the published rules and regulations thereunder
or the pro forma adjustments have not been properly applied
to the historical amounts in the compilation of those
statements;
(E) as of a specified date not more than five
days prior to the date of delivery of such letter, there have
been any changes in the consolidated capital stock (other than
issuances of capital stock pursuant to employee stock plans,
upon earn-outs of performance shares and upon conversions of
convertible securities, in each case which were outstanding on
the date of the latest balance sheet included or incorporated
by reference in the Prospectus) or any increase in the
consolidated long-term debt of the Guarantor and its
subsidiaries, or any decreases in the consolidated amount of
shareholders' equity or reserve for credit losses or other
items specified by the Representatives, or any increases in
any items specified by the Representatives, in each case as
compared with amounts shown in the latest balance sheet
included or incorporated by reference in the Prospectus,
except in each case for changes, increases or decreases which
the Prospectus discloses have occurred or may occur or which
are described in such letter; and
- 3 -
<PAGE> 28
(E) for the period from the date of the latest
complete financial statements included or incorporated by
reference in the Prospectus to the specified date referred to
in Clause (E) there were any decreases in consolidated net
interest revenue, net interest revenue after the provision for
credit losses, net income applicable to common stock or net
income per common share or other items specified by the
Representatives, or any increases in any items specified by
the Representatives, in each case as compared with the
comparable period of the preceding year and with any other
period of corresponding length specified by the
Representatives, except in each case for increases or
decreases which the Prospectus discloses have occurred or may
occur or which are described in such letter; and
(v) In addition to the audit referred to in their
report(s) included or incorporated by reference in the Prospectus and
the limited procedures, inspection of minute books, inquiries and
other procedures referred to in subparagraphs (iii) and (iv) above,
they have carried out certain specified procedures, not constituting
an audit in accordance with generally accepted auditing standards,
with respect to certain amounts, percentages and financial information
specified by the Representatives which are derived from the general
accounting records of the Guarantor and its subsidiaries, which appear
in the Prospectus (excluding documents incorporated by reference) or
in Part II of, or in exhibits and schedules to, the Registration
Statement specified by the Representatives or in documents
incorporated by reference in the Prospectus specified by the
Representatives, and have compared certain such amounts, percentages
and financial information with the accounting records of the
Guarantor and its subsidiaries and have found them to be in agreement.
All references in this Exhibit B to the Prospectus shall be deemed to
refer to the Prospectus (including the documents incorporated by reference
therein), as defined in the Standard Provisions as of the date of the letter
delivered on the date of the Underwriting Agreement for purposes of such letter
and to the Prospectus as amended or supplemented (including the documents
incorporated by reference therein) in relation to the applicable Offered
Securities and Offered Guarantees for purposes of the letter delivered at the
Time of Delivery for such Offered Securities and Offered Guarantees.
-4-
<PAGE> 1
Exhibit 4.8
[ S P E C I M E N ]
[FACE OF SECURITY]
If this Security is a Global Security (as indicated below), the following
legend is applicable:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED REGISTERED
No. -1- $100,000,000
CUSIP: 585510CC2 [ x ] GLOBAL SECURITY
MELLON FINANCIAL COMPANY
6.30% SENIOR NOTES DUE JUNE 1, 2000
MELLON FINANCIAL COMPANY, a corporation duly organized and existing under
the laws of Pennsylvania (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of ONE HUNDRED MILLION ($100,000,000) Dollars on June 1, 2000,
and to pay interest thereon from June 19, 1995 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for,
semi-annually on June 1 and December 1 in each year, commencing December 1,
1995, at the rate of 6.30% per annum, until the principal hereof is paid or
made available for payment, and (to the extent that the payment of such
interest shall be legally enforceable) at the rate of 6.30% per annum on any
overdue principal and premium and on any overdue installment of interest. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest, which
shall be the May 15 or November 15 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities
<PAGE> 2
[ S P E C I M E N ]
exchange on which the Securities of this series may be listed, and upon
such notice as may be required by such exchange, all as more fully provided in
said Indenture.
If this Security is a Global Security (as specified on the face hereof),
this Security is exchangeable in whole for definitive Securities of this series
in registered form ("Registered Securities") of like tenor and of an equal
aggregate principal amount only if (i) the Depositary notifies the Company that
it is unwilling or unable to continue as Depositary for this Global Security or
if at any time the Depositary ceases to be a clearing agency registered under
the Securities Exchange Act of 1934, as amended, (ii) the Company executes and
delivers to the Trustee a Company Order providing that this Global Security
shall be exchangeable for definitive Registered Securities or (iii) any event
shall have happened and be continuing which, after notice or lapse of time, or
both, would become an Event of Default with respect to the Securities of the
series of which this Global Security is a part. In the event this Global
Security is exchangeable pursuant to the preceding sentence, it shall be
exchanged in whole for definitive Registered Securities of this series, of like
tenor and of an equal aggregate principal amount in denominations of U.S.
$1,000 and integral multiples thereof; provided that, in the case of clauses
(ii) and (iii) above, definitive Registered Securities of this series will be
issued in exchange for this Global Security only if such definitive Registered
Securities were requested by written notice to the Security Registrar by or on
behalf of a Person who is a beneficial owner of an interest herein given
through the Holder hereof. Any definitive Registered Securities of this series
issued in exchange for this Global Security shall be registered in the name or
names of such Person or Persons as the Holder hereof shall instruct the
Security Registrar. Except as provided above, owners of beneficial interests
in this Global Security will not be entitled to receive physical delivery of
Securities in definitive form and will not be considered the Holders thereof
for any purpose under the Indenture.
If this Security is a Global Security, except as provided in the next
paragraph, no beneficial owner of any portion of this Global Security shall be
entitled to receive payment of accrued interest hereon until this Global
Security has been exchanged for one or more definitive Registered Securities of
this series, as provided herein and in the Indenture.
If this Security is a Global Security and if a definitive Registered
Security or Registered Securities of this series are issued in exchange for
this Global Security after the close of business at the office or agency where
such exchange occurs on (i) any Regular Record Date and before the opening of
business at such office or agency on the related Interest Payment Date, or (ii)
any Special Record Date and before the opening of business at such office or
agency on the related proposed date for payment of
-2-
<PAGE> 3
[ S P E C I M E N ]
Defaulted Interest or interest on Defaulted Interest, as the case may
be, accrued interest will not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of such Registered
Security, but will be payable on such Interest Payment Date or proposed date
for payment, as the case may be, only to the Holder hereof, and the Holder
hereof will undertake in such circumstances to credit such interest to the
account or accounts of the Persons who were the beneficial owners of any
portion of this Global Security on such Regular Record Date or Special Record
Date, as the case may be.
If this Security is a Global Security, payment of the principal of and any
premium or interest hereon will be made on each Interest Payment Date and at
the Maturity Date, as the case may be, by the Trustee by wire transfer of
immediately available funds, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts, to an account of the registered Holder hereof at the Federal
Reserve Bank of New York, provided, that, payment at the Maturity Date hereof
shall be made against presentation of this Security at the office of the
Trustee, currently located at One Chase Manhattan Plaza, New York, New York
10081. If this Security is not a Global Security, (i) the principal of and any
interest and premium hereon payable at the Maturity Date hereof will be paid in
immediately available funds, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts, against presentation of this Security at the aforementioned
office of the Trustee, and (ii) all interest payments hereon other than
interest due at the Maturity Date hereof will be made by check drawn on the
Trustee and mailed by the Trustee to the person entitled thereto as provided
herein, provided, that Holders of $10,000,000 or more in aggregate principal
amount of Securities of this series shall be entitled to receive such payments
by wire transfer of immediately available funds if appropriate wire transfer
instructions have been received in writing by the Trustee not less than 16 days
prior to the applicable Interest Payment Date.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Security is not a deposit and is not insured by any federal agency.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof, or by an Authenticating Agent, by
manual signature, neither this Security nor the Guarantee endorsed hereon,
shall be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.
-3-
<PAGE> 4
[ S P E C I M E N ]
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, by its duly authorized officer under its
corporate seal.
MELLON FINANCIAL COMPANY
Dated: June 19, 1995
By:_________________________
President and Chief
Executive Officer
Attest:
_____________________________
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated herein referred to
in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION)
as Trustee
By:_________________________
Authorized Officer
-4-
<PAGE> 5
[ S P E C I M E N ]
[REVERSE OF SECURITY]
MELLON FINANCIAL COMPANY
6.30% SENIOR NOTES DUE JUNE 1, 2000
This Security is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued and to be issued in one or more series
under an Indenture, dated as of May 2, 1988, as amended by the First
Supplemental Indenture, dated as of November 29, 1990 (together herein called
the "Indenture"), each among the Company, the Guarantor and The Chase Manhattan
Bank (National Association) as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Guarantor, the Trustee and the Holders of the Securities and
of the terms upon which the Securities are, and are to be, authenticated and
delivered. The Securities may be issued in different series, as in the
Indenture provided. This Security is one of the series designated on the face
hereof, issued under and entitled to the benefits of the Indenture and limited
(except as otherwise provided in the Indenture) to an aggregate principal
amount of $200,000,000.
If an Event of Default with respect to Securities of this series shall occur
and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Upon payment (i) of the amount of principal so declared due and
payable and (ii) of interest on any overdue principal and overdue interest (in
each case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and interest on the Securities of this series shall terminate.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the Guarantor and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company, the
Guarantor and the Trustee with the consent of the Holders of not less than 66
2/3% in principal amount of the Outstanding Securities of each series to be
affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company or the Guarantor with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security.
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[ S P E C I M E N ]
The Guarantor, or a Subsidiary thereof, may directly assume, by a
supplemental indenture, the due and punctual payment of the principal of and
interest on all the Securities, in which case the Company shall be released
from its liability as obligor on the Securities.
No reference herein to the Indenture and no provision of this Security or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registerable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor
or the Trustee may treat the Person in whose name this Security is registered
as the owner hereof for all purposes, whether or not this Security be overdue,
and neither the Company, the Guarantor, the Trustee nor any such agent shall be
affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
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[ S P E C I M E N ]
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivor
ship and not as tenants in common
UNIF GIFT MIN ACT--...........Custodian...........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
Additional abbreviations may also be used though not in the above list.
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[ S P E C I M E N ]
_____________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee:
___________________________________________________________________
___________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING ZIP CODE OF ASSIGNEE:
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ________________________________________________________________
___________________________________________ attorney to transfer said Security
on the Security Register of the Company, with full power of substitution in the
premises.
Dated: ___________________ ____________________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the face of
this Security in every particular,
without alteration or enlargement
or any change whatever.
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[ S P E C I M E N ]
GUARANTEE
OF
MELLON BANK CORPORATION
For value received, Mellon Bank Corporation, a corporation duly organized
and existing under the laws of the Commonwealth of Pennsylvania (herein called
the "Guarantor"), hereby unconditionally guarantees to the Holder of the
Security upon which this Guarantee is endorsed the due and punctual payment of
the principal of (and premium, if any) and interest on said Security, when and
as the same shall become due and payable, whether at maturity, by acceleration
or redemption or otherwise, according to the terms thereof and of the Indenture
referred to therein. In case of the failure of Mellon Financial Company or any
successor thereto (the "Company") punctually to pay any such principal, premium
or interest, the Guarantor hereby agrees to cause any such payment to be made
punctually when and as the same shall become due and payable, whether at
maturity, upon acceleration or redemption or otherwise, and as if such payment
were made by the Company.
The Guarantor hereby agrees that its obligations hereunder shall be as
principal and not merely as surety, and shall be absolute and unconditional,
irrespective of, and shall be unaffected by, any invalidity, irregularity or
unenforceability of said Security or said Indenture, any failure to enforce the
provisions of said Security or said Indenture, or any waiver, modification,
consent or indulgence granted to the Company with respect thereto, by the
Holder of said Security or the Trustee under said Indenture, the recovery of
any judgment against the Company or any action to enforce the same, or any
other circumstances which may otherwise constitute a legal or equitable
discharge of a surety or guarantor. The Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
merger, insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest or notice with respect to said
Security or the indebtedness evidenced thereby and all demands whatsoever, and
covenants that this Guarantee will not be discharged except by payment in full
of the principal of (and premium, if any) or interest on said Security and the
complete performance of all other obligations contained in said Security.
The Guarantor shall be subrogated to all rights of the Holder
of said Security against the Company in respect of any amounts paid to such
Holder by the Guarantor pursuant to the provisions of this Guarantee; provided,
however, that the Guarantor shall not be entitled to enforce, or to receive any
payments arising out of or based upon, such right of subrogation until the
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[ S P E C I M E N ]
principal of (and premium, if any) and interest on all Securities of this
series issued under said Indenture shall have been paid in full.
Subject to the next following paragraph, the Guarantor hereby certifies
and warrants that all acts, conditions and things required to be done and
performed and to have happened precedent to the creation and issuance of this
Guarantee and to constitute the same the valid obligation of the Guarantor have
been done and performed and have happened in due compliance with all applicable
laws.
This Guarantee shall not be valid or become obligatory for any purpose
until the certificate of authentication on said Security shall have been signed
manually by or on behalf of the Trustee under said Indenture.
This Guarantee shall be deemed to be a contract made under the laws of
the Commonwealth of Pennsylvania, and for all purposes shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania,
except as otherwise required by mandatory provisions of law.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed, manually or in facsimile, by its duly authorized officer under its
corporate seal.
MELLON BANK CORPORATION
Dated: June 19, 1995
By:______________________________
Chairman, President and
Chief Executive Officer
Attest:
_______________________________
Secretary
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