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As filed with the Securities and Exchange Commission on February 16, 1995
Registration No. 33-61822
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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MELLON BANK CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1233834
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Mellon Bank Center
500 Grant Street
Pittsburgh, Pennsylvania 15258
412-234-5000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
James M. Gockley, Esq.
Assistant General Counsel and Secretary
Mellon Bank Corporation
One Mellon Bank Center
500 Grant Street
Pittsburgh, Pennsylvania 15258
412-234-5222
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy To:
Mark J. Welshimer, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
and to:
David Marcus-General Counsel
Shearson Lehman Brothers Holdings Inc.
American Express Tower
World Financial Center
New York, New York 10285
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Amendment.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
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On November 15, 1994, Mellon Bank Corporation effected a three-for-two split
with respect to its common stock ($0.50 par value) (the "Common Stock"). This
Post-Effective Amendment No. 1 is filed pursuant to paragraph (b) of Rule 416
under the Securities Act of 1933 to reflect a change in the amount of securities
registered hereunder. As a result of the split, an additional 1,250,000 shares
of Common Stock, an additional 1,500,000 warrants to purchase shares of Common
Stock ("the Warrants") and an additional 1,500,000 shares of Common Stock
issuable upon the exercise of such Warrants are registered hereunder. As a
result of this Post-Effective Amendment No. 1, there are registered hereunder,
3,750,000 shares of Common Stock, Warrants to purchase 4,500,000 shares of
Common Stock and 4,500,000 shares of Common Stock issuable upon the exercise
of such Warrants.
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SIGNATURES
MELLON BANK CORPORATION
Pursuant to the requirements of the Securities Act of 1933, Mellon Bank
Corporation certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this Post-
Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pittsburgh, Commonwealth of
Pennsylvania, on the 15th day of February, 1995.
Mellon Bank Corporation
By
/s/ Frank V. Cahouet
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Frank V. Cahouet
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 has been signed below by the following persons in the
capacities indicated on the 15th day of February, 1995.
By
/s/ Steven G. Elliott
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Steven G. Elliott
Principal Financial Officer
and Principal Accounting Officer
FRANK V. CAHOUET, Director and Principal Executive Officer; BURTON C. BORGELT,
Director; CAROL R. BROWN, Director; J.W. CONNOLLY, Director; CHARLES A. CORRY,
Director; C. FREDERICK FETTEROLF, Director; IRA J. GUMBERG, Director; PEMBERTON
HUTCHINSON, Director; ANDREW W. MATHIESON, Director; SEWARD PROSSER MELLON,
Director; DAVID S. SHAPIRA, Director; W. KEITH SMITH, Director; WESLEY W. von
SCHACK, Director; WILLIAM J. YOUNG, Director.
By
/s/ James M. Gockley
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James M. Gockley
Attorney-in-fact
