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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 20, 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. 2
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)
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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:
DAVID MARCUS - GENERAL COUNSEL
SHEARSON LEHMAN BROTHERS HOLDINGS INC.
AMERICAN EXPRESS TOWER
WORLD FINANCIAL CENTER
NEW YORK, NEW YORK 10285
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME
TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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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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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Mellon Bank Corporation (the "Corporation"), by Registration Statement No.
33-61822 on Form S-3, as amended (the "Registration Statement"), registered
with the Securities and Exchange Commission (the "Commission") for sale by the
Selling Securityholder, as defined therein, 3,750,000 shares of Common Stock,
$.50 par value (the "Common Stock"), 4,500,000 Warrants to purchase Common
Stock (the "Warrants") and 4,500,000 shares of Common Stock issuable upon
exercise of the Warrants (the "Warrant Shares"). The Common Stock and Warrants
were issued to Shearson Lehman Brothers Inc. ("Shearson") in connection with
the Corporation's 1993 acquisition of The Boston Company, Inc., pursuant to the
terms of the Stock Purchase Agreement, dated September 14, 1992, and the
numbers thereof were increased in 1994 as a result of a three-for-two stock
split. Shearson was permitted to transfer the Common Stock, Warrants and
Warrant Shares to its affiliates and American Express Company and its affiliates
(each of Shearson and any such other entity offering such Common Stock,
Warrants and Warrant Shares defined therein as a "Selling Securityholder").
On June 12, 1995, the Corporation announced the repurchase of the Common Stock
and Warrants from American Express Travel Related Services Company, Inc., a
subsidiary of American Express Company. The Corporation purchased the Common
Stock and Warrants for approximately $213 million in a private transaction. As
a result of the repurchase, the Corporation hereby notifies the Commission that
no further shares of Common Stock, Warrants or Warrant Shares will be offered
under the Registration Statement and that any public offering thereunder is
terminated.
Pursuant to the Rule 415 undertakings in the Registration Statement and
pursuant to Rule 478 under the Securities Act of 1933, as amended, the
Corporation, acting through the undersigned agent for service of process,
hereby removes from registation all shares of Common Stock, Warrants and
Warrant Shares registered under the Registration Statement.
Date: July 20, 1995 MELLON BANK CORPORATION
By: JAMES M. GOCKLEY
James M. Gockley
Agent for Service of Process
