MELLON BANK CORP
8-K, 1995-06-13
NATIONAL COMMERCIAL BANKS
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<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) - June 12, 1995



                           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
<PAGE>
 
ITEM 5.  OTHER EVENT
 
         Mellon Bank Corporation (the "Corporation") repurchases approximately
         5.5% of its outstanding Common Stock and Warrants from a subsidiary
         of American Express Company in a private transaction.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS


Exhibit
Number   Description

 99.1    Mellon Bank Corporation Press Release, dated June 12, 1995, regarding
         the Corporation's purchase of its Common Stock and Warrants from
         American Express.


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 13, 1995       By:   James M. Gockley
                                 James M. Gockley
                                 Assistant General Counsel &
                                 Secretary
 
<PAGE>
 
                                EXHIBIT INDEX



Number       Description                          Method of Filing

 99.1      Press Release dated                    Filed herewith
           June 12, 1995

<PAGE>
 
[Logo of
Mellon Bank Corp.]                                                  News Release
                                                                         EX-99.1
                    ANALYSTS:           MEDIA:
                    Donald J. MacLeod   Mellon Bank
                    (412) 234-5601      Margaret K. Cohen  Tilda Walsh  
                                        (412) 234-0850     (412) 234-5873

                                                    Corporate Affairs
                                                    One Mellon Bank Center
                                                    Pittsburgh, PA 15258-00001
                               American Express
                               Frank Vaccaro
                               (212) 640-3327

- -------------------------------------------------------------------------------

        FOR IMMEDIATE RELEASE

        MELLON COMPLETES PURCHASE OF MELLON COMMON STOCK AND
        WARRANTS FROM AMERICAN EXPRESS
       

        PITTSBURGH, June 12, 1995 -- Mellon Bank Corporation today announced
        that it has purchased 3.75 million shares of Mellon common stock and
        warrants for an additional 4.5 million shares of Mellon common stock
        from American Express Travel Related Services Company, Inc., a
        subsidiary of American Express Company. Mellon purchased the shares
        and warrants for $213 million in a private transaction.

        The shares and warrants were issued in May 1993 in connection with
        Mellon's acquisition of The Boston Company from a subsidiary of
        American Express. At March 31, 1995, the 3.75 million shares and
        warrants for 4.5 million shares (if exercised) represented approx-
        imately 5.5 percent of Mellon's outstanding common shares and
        warrants. American Express said the transaction would not have a
        material impact on its earnings.

        With balance sheet assets of approximately $40 billion and assets
        under management or administration of approximately $875 billion,
        Mellon Bank Corporation is a major financial servies company head-
        quartered in Pittsburgh, providing a full range of banking and
        investment products and services to individuals and small, midsized
        and large businesses and institutions.
          
                                      ###


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