<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
<TABLE>
<S> <C>
PENNSYLVANIA 25-1233834
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
ONE MELLON BANK CENTER
500 GRANT STREET
PITTSBURGH, PENNSYLVANIA 15258-0001
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:
GREGG F. VIGNOS, ESQ.
PILLSBURY MADISON & SUTRO
235 MONTGOMERY STREET
SAN FRANCISCO, CA 94104
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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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CALCULATION OF REGISTRATION FEE
<TABLE>
=================================================================================================================
<CAPTION>
<S> <C> <C> <C> <C>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE
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Common Stock
($0.50 par value)(2)................ 500,000 42.375 21,187,500 7,306.00
=================================================================================================================
<FN>
(1) Pursuant to Rule 457(c) under the Securities Act of 1933, the registration
fee applicable to the Common Stock is calculated upon the basis of the
average high and low sales prices of the Common Stock as reported on the New
York Stock Exchange Composite Tape on May 26, 1995.
(2) Includes preferred stock purchase rights. Prior to the occurrence of certain
events, these rights will not be exercisable or evidenced separately from
the Common Stock.
</TABLE>
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
MELLON BANK CORPORATION
500,000 SHARES OF COMMON STOCK
(PAR VALUE $.50 PER SHARE)
The Common Stock of Mellon Bank Corporation (the "Corporation"), par value
$0.50 per share (the "Common Stock"), offered hereby are held by Selling
Securityholders (as defined herein) who may from time to time offer for sale
shares of Common Stock. See "Selling Securityholder." The Corporation will not
receive any proceeds from the sale by Selling Securityholders, or their pledges
or assignees, of the Common Stock.
The Common Stock is listed on the New York Stock Exchange (the "NYSE").
Sales of the Common Stock may be made by Selling Securityholders from time to
time on the NYSE at prevailing prices. The last reported sale price of the
Common Stock on the NYSE Composite Tape on May 26, 1995, was $42 1/2 per share.
See "Price Range of Common Stock and Dividends."
If necessary, certain other information relating to a Selling
Securityholder, the terms of each sale of Common Stock offered hereby, including
the initial public offering price, the names of any underwriters or agents, the
compensation, if any, of such underwriters or agents and the other terms in
connection with the sale of the Common Stock in respect of which this Prospectus
is delivered will be set forth in an accompanying Prospectus Supplement (the
"Prospectus Supplement").
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is June , 1995.
<PAGE> 3
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS AND ANY PROSPECTUS
SUPPLEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CORPORATION SINCE THE DATE
HEREOF OR THEREOF OR THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
STATEMENT OF AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements, and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549; and at the Commission's regional offices at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World
Trade Center, Suite 1300, New York, New York 10048. Copies of such material can
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. The shares of the
Corporation's Common Stock, including the associated rights under the
Shareholder Protection Rights Plan (the "Rights Plan"), are listed on the New
York Stock Exchange. Reports, proxy statements and other information concerning
the Corporation can also be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.
The Corporation has filed with the Commission a Registration Statement
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Common Stock to which this Prospectus relates. This Prospectus
does not contain all the information set forth in the Registration Statement,
certain portions of which have been omitted as permitted by the rules and
regulations of the Commission. For further information with respect to the
Corporation and the Common Stock, reference is made to the Registration
Statement, including the exhibits thereto. The Registration Statement may be
inspected by anyone without charge at the principal office of the Commission in
Washington, D.C., and copies of all or part of it may be obtained from the
Commission upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Commission by the
Corporation are incorporated in this Prospectus by reference and made a part
hereof:
(1) The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1994, filed pursuant to Section 13 of the Exchange Act.
(2) The Corporation's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995, filed pursuant to Section 13 of the Exchange Act.
(3) The Corporation's Current Reports on Form 8-K dated January 13, 1995
and April 18, 1995, each filed pursuant to Section 13 of the Exchange
Act.
(4) The description of the Common Stock set forth in the Corporation's
Registration Statement on Form 8-A, dated June 10, 1981, including all
reports updating such description.
(5) The description of the rights under the Rights Plan set forth in the
Corporation's Registration Statement on Form 8-A, dated August 15,
1989, including all reports updating such description.
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<PAGE> 4
Each document or report subsequently filed by the Corporation with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date hereof and prior to the termination of the offering of the Common
Stock shall be deemed to be incorporated by reference into this Prospectus and
to be a part of this Prospectus from the date of filing of such document. Any
statement contained herein, or in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of the Registration Statement and this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Registration Statement or this Prospectus.
The Corporation will provide without charge to any person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated by reference, other than
certain exhibits to such documents. Written requests should be directed to:
Secretary, Mellon Bank Corporation, Room 1820, One Mellon Bank Center, 500 Grant
Street, Pittsburgh, Pennsylvania 15258. Telephone requests may be directed to
the Corporation at (412) 234-5222.
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MELLON BANK CORPORATION
The Corporation is a multibank holding company incorporated under the laws
of Pennsylvania and registered under the Federal Bank Holding Company Act of
1956, as amended. At December 31, 1994, the Corporation was the twenty-fourth
largest bank holding company in the United States in terms of assets. Its
principal, wholly owned subsidiaries are Mellon Bank, N.A. ("Mellon Bank"), The
Boston Company, Inc., Mellon Bank (DE) National Association, Mellon Bank (MD),
Glendale National Bank of New Jersey and the companies known as the Mellon
Financial Services Corporations. The Corporation also owns a federal savings
bank located in New Jersey, Mellon Bank, F.S.B. The Dreyfus Corporation, one of
the nation's largest mutual fund companies, is a wholly owned subsidiary of
Mellon Bank.
The Corporation's banking subsidiaries engage in retail banking, commercial
banking, trust and investment management services, residential real estate loan
financing, mortgage servicing, mutual fund and various securities-related
activities. Through various non-bank subsidiaries, the Corporation provides a
broad range of bank-related services including commercial financial services,
equipment leasing, residential real estate loan financing, commercial loan
financing, stock transfer services, cash management, mortgage servicing and
numerous trust and investment management services.
The Corporation's principal executive office is located at One Mellon Bank
Center, 500 Grant Street, Pittsburgh, Pennsylvania 15258 (telephone (412)
234-5000).
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<PAGE> 5
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Common Stock is listed and traded on the New York Stock Exchange (the
"NYSE") under the symbol MEL. The following table sets forth for the periods
indicated the high and the low sales prices of the Common Stock, as reported on
the NYSE Composite Tape, and the cash dividends declared per share for the
periods indicated.
<TABLE>
<CAPTION>
SALES PRICE
PER SHARE
-------------- DIVIDENDS
HIGH LOW PER SHARE
----- ----- ---------
<S> <C> <C> <C>
1993
First Quarter............................................... $41 3/8 $34 3/8 $.2533
Second Quarter.............................................. 45 34 1/8 .2533
Third Quarter............................................... 40 1/8 35 1/2 .2533
Fourth Quarter.............................................. 39 3/8 34 1/2 .2533
1994
First Quarter............................................... $39 1/2 $35 $.3733
Second Quarter.............................................. 40 3/8 36 1/8 .3733
Third Quarter............................................... 39 3/4 37 .3733
Fourth Quarter.............................................. 38 3/8 30 .45
1995
First Quarter............................................... $41 3/4 $30 5/8 $ .45
Second Quarter (through May 15, 1995)....................... 43 3/8 37 3/4 .50
</TABLE>
Sales prices and dividends per share have been adjusted to reflect the
three-for-two stock split on November 15, 1994.
See the cover page of this Prospectus or of the Prospectus Supplement, if
any, accompanying this Prospectus for the last sales price of the Common Stock
reported on the NYSE Composite Tape as of a recent date.
Dividends on the Common Stock will be determined in light of the
Corporation's results of operations, financial condition, regulatory constraints
and other factors deemed relevant by the Corporation's Board of Directors. See
"Certain Regulatory Considerations." Payments of dividends on the Common Stock
are subject to preferential rights of the Corporation's outstanding preferred
stock. See "Description of Common Stock--Dividends" and "Description of
Outstanding Preferred Stock."
USE OF PROCEEDS
The sale of the Common Stock offered hereby is for the account of Selling
Securityholders. Accordingly, the Corporation will not receive any of the
proceeds from the sale by Selling Securityholders, or their pledges or assignees
of the Common Stock offered hereby.
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<PAGE> 6
CERTAIN REGULATORY CONSIDERATIONS
The Corporation is a legal entity separate and distinct from its bank
subsidiaries, although the principal source of the Corporation's cash revenues
are payments of interest and dividends from such subsidiaries. There are various
legal and regulatory limitations on the extent to which the Corporation's bank
subsidiaries can finance or otherwise supply funds to the Corporation and
certain of its other affiliates.
The prior approval of the Comptroller of the Currency (the "Comptroller")
is required if the total of all dividends declared by any such national bank
subsidiary in any calendar year exceeds its net profits (as defined by the
Comptroller) for that year combined with its retained net profits for the
preceding two calendar years. Additionally, national bank subsidiaries may not
declare dividends in excess of net profits on hand (as defined), after deducting
the amount by which the principal amount of all loans on which interest is past
due for a period of six months or more exceeds the reserve for credit losses.
Under the first and currently more restrictive of the foregoing dividend
limitations, the Corporation's national bank subsidiaries can, without prior
regulatory approval, declare dividends for the remainder of 1995 subsequent to
March 31, 1995 of up to approximately $456 million of their retained earnings of
approximately $2.069 billion at March 31, 1995, less any dividends declared and
plus or minus net profits or losses, as defined, between April 1, 1995, and the
date of any such dividend declaration. The payment of dividends is also limited
by minimum capital requirements imposed on all national bank subsidiaries by the
Comptroller. The Corporation's national bank subsidiaries exceed these minimum
requirements. The national bank subsidiaries declared dividends to the
Corporation of $100 million in the first quarter of 1995, $366 million in 1994,
$185 million in 1993 and $154 million in 1992. Dividends paid to the Corporation
by non-bank subsidiaries totaled $4.5 million in the first quarter of 1995, $122
million in 1994, $116 million in 1993 (including $62 million attributable to The
Boston Company) and $26 million in 1992. In addition, The Boston Company
returned $100 million and $300 million of capital to the parent Corporation in
1994 and 1993, respectively.
The Federal Reserve Board and the Comptroller also have issued guidelines
that require bank holding companies and national banks to continuously evaluate
the level of cash dividends in relation to the organization's operating income,
capital needs, asset quality and overall financial condition. The Comptroller
also has authority under the Financial Institutions Supervisory Act to prohibit
national banks from engaging in any activity which, in the Comptroller's
opinion, constitutes an unsafe or unsound practice in conducting their
businesses. The payment of a dividend by a bank could, depending upon the
financial condition of such bank and other factors, be construed by the
Comptroller to be such an unsafe or unsound practice. The Comptroller has stated
that a dividend by a national bank should bear a direct correlation to the level
of the bank's current and expected earnings stream, the bank's need to maintain
an adequate capital base and the marketplace's perception of the bank and should
not be governed by the financing needs of the bank's parent corporation. As a
result, notwithstanding the level of dividends which could be declared without
regulatory approval by the Corporation's national bank subsidiaries as set forth
in the preceding paragraph, the level of dividends from such bank subsidiaries
to the Corporation in 1995 generally is not expected to exceed the earnings for
those subsidiaries. If the ability of such subsidiaries to pay dividends to the
Corporation were to become restricted, the Corporation would need to rely on
alternative means of raising funds to satisfy its dividend requirements, which
might include, but would not be restricted to, non-bank subsidiary dividends,
asset sales or other capital market transactions. At current dividend rates,
annual dividend requirements for the Corporation's currently outstanding common
and preferred stock, together with the Common Stock offered hereby, are expected
to be approximately $335 million.
The Financial Institutions Reform, Recovery and Enforcement Act of 1989
contains a "cross-guarantee" provision which could result in any insured
depository institution owned by the Corporation (i.e., any bank subsidiary)
being assessed for losses incurred by the Federal Deposit Insurance Corporation
in connection with assistance provided to, or the failure of, any other
depository institution owned by the Corporation. Under Federal Reserve Board
policy, the Corporation may be expected to act as a source of financial strength
to each of its bank subsidiaries and to commit resources to support each such
bank in circumstances where such bank might not be in a financial position to do
so.
5
<PAGE> 7
FDICIA
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") substantially revised the bank regulatory and funding provisions of
the Federal Deposit Insurance Act and made revisions to several other federal
banking statutes. Among other things, FDICIA requires the federal banking
agencies to take "prompt corrective action" in respect of depository
institutions that do not meet minimum capital requirements. FDICIA establishes
five capital tiers: "well capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized" and "critically
undercapitalized."
Rules adopted by the federal banking agencies under FDICIA provide that an
institution is deemed to be: "well capitalized" if the institution has a total
(Tier I plus Tier II) risk-based capital ratio of 10.0% or greater, a Tier I
risk-based ratio of 6.0% or greater, and a leverage ratio of 5.0% or greater,
and the institution is not subject to an order, written agreement, capital
directive, or prompt corrective action directive to meet and maintain a specific
level for any capital measure; "adequately capitalized" if the institution has a
total risk-based capital ratio of 8.0% or greater, a Tier I risk-based capital
ratio of 4.0% or greater, and a leverage ratio of 4.0% or greater (or a leverage
ratio of 3.0% or greater if the institution is rated composite 1 in its most
recent report of examination, subject to appropriate federal banking agency
guidelines), and the institution does not meet the definition of a
well-capitalized institution; "undercapitalized" if the institution has a total
risk-based capital ratio that is less than 8.0%, a Tier I risk-based capital
ratio that is less than 4.0% or a leverage ratio that is less than 4.0% (or a
leverage ratio that is less than 3.0% if the institution is rated composite 1 in
its most recent report of examination, subject to appropriate federal banking
agency guidelines) and the institution does not meet the definition of a
significantly undercapitalized or critically undercapitalized institution;
"significantly undercapitalized" if the institution has a total risk-based
capital ratio that is less than 6.0%, a Tier I risk-based capital ratio that is
less than 3.0%, or a leverage ratio that is less than 3.0% and the institution
does not meet the definition of a critically undercapitalized institution; and
"critically undercapitalized" if the institution has a ratio of tangible equity
to total assets that is equal to or less than 2.0%. FDICIA imposes progressively
more restrictive constraints on operations, management and capital
distributions, depending on the capital category in which an institution is
classified.
At March 31, 1995, the Corporation and all of its banking subsidiaries
qualified as well capitalized based on the ratios and guidelines noted above. A
bank's capital category, however, is determined solely for the purpose of
applying the prompt corrective action rules and may not constitute an accurate
representation of the bank's overall financial condition or prospects.
The appropriate federal banking agency may, under certain circumstances,
reclassify a well capitalized insured depository institution as adequately
capitalized. The appropriate agency is also permitted to require an adequately
capitalized or undercapitalized institution to comply with the supervisory
provisions as if the institution were in the next lower category (but not treat
a significantly undercapitalized institution as critically undercapitalized)
based on supervisory information other than the capital levels of the
institution.
The statute provides that an institution may be reclassified if the
appropriate federal banking agency determines (after notice and opportunity for
hearing) that the institution is in an unsafe or unsound condition or deems the
institution to be engaging in an unsafe or unsound practice.
FDICIA generally prohibits a depository institution from making any capital
distribution (including payment of a dividend) or paying any management fee to
its holding company if the depository institution would thereafter be
undercapitalized. Undercapitalized depository institutions are subject to growth
limitations and are required to submit a capital restoration plan. The federal
banking agencies may not accept a capital restoration plan without determining,
among other things, that the plan is based on realistic assumptions and is
likely to succeed in restoring the depository institution's capital. In
addition, for a capital restoration plan to be acceptable, the depository
institution's parent holding company must guarantee that the institution will
comply with such capital restoration plan. The aggregate liability of the parent
holding company is limited to the lesser of (i) an amount equal to 5.0% of the
depository institution's total assets at the time it became undercapitalized,
and (ii) the amount which is necessary (or would have been necessary) to bring
the institution into compliance with all capital standards applicable with
respect to such institution as
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<PAGE> 8
of the time it fails to comply with the plan. If a depository institution fails
to submit an acceptable plan, it is treated as if it is significantly
undercapitalized.
Significantly undercapitalized depository institutions may be subject to a
number of requirements and restrictions, including orders to sell sufficient
voting stock to become adequately capitalized, requirements to reduce total
assets and cessation of receipt of deposits from correspondent banks. Critically
undercapitalized institutions are subject to the appointment of a receiver or
conservator.
FDICIA also contains a variety of other provisions that may affect the
operation of the Corporation, including new reporting requirements, regulatory
standards for real estate lending, "truth in savings" provisions, and the
requirement that a depository institution give 90 days' prior notice to
customers and regulatory authorities before closing any branch.
CAPITAL
The risk-based capital guidelines for bank holding companies and banks
adopted by the federal banking agencies were fully phased in at the end of 1992.
The minimum ratio of qualifying total capital to risk-weighted assets (including
certain off-balance sheet items, such as standby letters of credit) under the
fully phased in guidelines is 8.0%. At least half of the total capital is to be
comprised of common stock, retained earnings, noncumulative perpetual preferred
stocks, minority interests and, for bank holding companies, a limited amount of
qualifying cumulative perpetual preferred stock, less goodwill and certain other
intangibles ("Tier I capital"). The remainder ("Tier II capital") may consist of
other preferred stock, certain other instruments, and limited amounts of
subordinated debt and the reserve for credit losses.
In addition, the Federal Reserve Board has established minimum leverage
ratio (Tier I capital to total average assets less goodwill and certain other
intangibles) guidelines for bank holding companies and banks. These guidelines
provide for a minimum leverage ratio of 3.0% for bank holding companies and
banks that meet certain specified criteria, including that they have the highest
regulatory rating. All other banking organizations will be required to maintain
a leverage ratio of 3.0% plus an additional cushion of at least 100 to 200 basis
points. The guidelines also provide that banking organizations experiencing
internal growth or making acquisitions will be expected to maintain strong
capital positions substantially above the minimum supervisory levels, without
significant reliance on intangible assets. Furthermore, the guidelines indicate
that the Federal Reserve Board will continue to consider a "tangible Tier I
leverage ratio" in evaluating proposals for expansion of new activities. The
tangible Tier I leverage ratio is the ratio of Tier I capital, less intangibles
not deducted from Tier I capital, to total assets, less all intangibles. Neither
the Corporation nor any of its banking subsidiaries has been advised of any
specific minimum leverage ratio applicable to it.
Federal banking agencies have proposed regulations that would modify
existing rules related to risk-based and leverage capital ratios to incorporate
interest rate risk. The Corporation does not believe that the aggregate impact
of these modifications would have a significant impact on its capital position.
FDIC INSURANCE ASSESSMENTS
The deposits of each of the banking subsidiaries are insured up to
applicable limits by the FDIC and are subject to deposit insurance assessments
to maintain the Bank Insurance Fund ("BIF") of the FDIC. The FDIC has adopted a
risk-based assessment system to replace the previous flat-rate system. The
risk-based system imposes insurance premiums based upon a matrix that takes into
account a bank's capital level and supervisory rating. Under this risk-based
system, the assessment rate imposed on banks ranges from 23 cents for each $100
of domestic deposits for the healthiest institutions to 31 cents for each $100
of domestic deposits for the weakest institutions. On January 31, 1995, the FDIC
staff proposed a reduction in the assessment rates applicable to the BIF (but
not in rates applicable to the Savings Association Insurance Fund). For well
capitalized institutions, the premium would be reduced by 83% from the current
23 cents for every $100 of deposits to 4 cents per $100 of deposits. It is
uncertain whether such proposal will be adopted and, if adopted, when it would
become effective.
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<PAGE> 9
INTERSTATE BANKING AND BRANCHING LEGISLATION
Pennsylvania legislation authorizes bank holding companies in any state to
acquire Pennsylvania banks or bank holding companies provided that Pennsylvania
bank holding companies enjoy reciprocal privileges in those jurisdictions. Most
states outside the Southeast currently have such reciprocal laws. As a result,
the Corporation can acquire banks in any state that has a reciprocal law. On
September 29, 1994, the Riegle-Neal Interstate Banking and Branching Efficiency
Act of 1994 (the "Interstate Act") was enacted into Federal law. Under the
Interstate Act, commencing on September 29, 1995, bank holding companies will be
permitted to acquire banks located in any state regardless of the state law in
effect at the time. The Interstate Act also provides for the nationwide
interstate branching of banks. Under the Interstate Act, both national and
state-chartered banks will be permitted to merge across state lines (and thereby
create interstate branches) commencing June 1, 1997. States are permitted to
"opt-out" of the interstate branching authority by taking action prior to the
commencement date. States may also "opt-in" early (i.e., prior to June 1, 1997)
to the interstate branching provisions.
DESCRIPTION OF COMMON STOCK
The securities offered hereby are shares of the Corporation's Common Stock.
The following description of the Common Stock is summarized from relevant
portions of the Restated Articles of Incorporation, as amended, the Rights Plan
and the By-Laws, as amended, of the Corporation. A more complete description of
the Common Stock may be obtained by reference to such documents and to the
documents incorporated by reference in this Prospectus. The following statements
are qualified in their entirety by such reference.
VOTING RIGHTS
The holders of Common Stock are entitled to one vote for each share held by
them on all matters voted upon by shareholders and are not entitled to
cumulative voting rights or preemptive rights for the purchase of additional
shares of any class of the Corporation's stock. Generally, if accrued dividends
on any of the Corporation's Series I, Series J or Series K preferred stock or
any other series of preferred stock having similar rights are unpaid and not set
aside for payment for six or more quarterly dividend periods, the holders of
such preferred stock whose dividends are unpaid, voting as a single class, may
elect two additional directors to serve on the Corporation's Board of Directors
until such dividends are no longer in arrears. The Board of Directors is
currently comprised of 19 members serving staggered terms, approximately
one-third of whom are elected at each year's annual meeting to serve a
three-year term.
So long as the shares of any series of the Corporation's preferred stock
remain outstanding, under certain circumstances, the Corporation may not,
without the consent of the holders of at least two-thirds of such series then
outstanding voting separately as a single class, consolidate with, merge into,
or sell all or substantially all of the assets of the Corporation to any other
corporation.
DIVIDENDS
Holders of Common Stock are entitled to receive such dividends as may be
declared by the Corporation's Board of Directors out of funds legally available
therefor, provided that, so long as any shares of preferred stock are
outstanding, no dividends (other than dividends payable in Common Stock) or
other distributions (including redemptions and purchases) may be made with
respect to the Common Stock unless full cumulative dividends on the then
outstanding shares of cumulative preferred stock have been paid. See
"Description of Outstanding Preferred Stock." Dividends on Common Stock will be
determined in light of the Corporation's results of operations, financial
condition, regulatory constraints and other factors deemed relevant by the
Corporation's Board of Directors. See "Certain Regulatory Considerations."
RIGHTS UPON LIQUIDATION
In the event of liquidation, dissolution or winding up of the affairs of
the Corporation, holders of Common Stock would be entitled to share ratably in
all assets remaining after payments to all creditors and payments
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<PAGE> 10
required to be made in respect of all classes of preferred stock. See
"Description of Outstanding Preferred Stock."
Neither the consolidation or merger of the Corporation into or with another
corporation or corporations, nor the sale, lease or exchange of all or
substantially all of the Corporation's assets or the distribution to the
shareholders of the Corporation of all or substantially all of the consideration
for such sale, unless such consideration (apart from assumption of liabilities)
or the net proceeds thereof consists substantially or entirely of cash, shall be
deemed a liquidation, dissolution or winding up of the Corporation.
SHAREHOLDER PROTECTION RIGHTS PLAN
In August 1989, the Corporation adopted the Rights Plan under which each
shareholder receives one right for each share of Common Stock held, including
shares of Common Stock offered hereby. The rights are currently represented by
the certificates for, and trade only with, the Common Stock. The rights would
separate from the Common Stock and become exercisable only if a person or group
acquires 20% or more of the voting power of the Common Stock or if a person or
group commences a tender offer that would result in ownership of 20% or more of
such voting power. At that time, each right would entitle the holder to purchase
for $200 (the "exercise price") one one-hundredth of a share of participating
preferred stock. Should a person or group actually acquire 20% or more of the
voting power of the Common Stock, each right held by the acquiring person or
group (or their transferees) would become void and each right held by the
Corporation's other shareholders would entitle those holders to purchase for the
exercise price a number of shares of the Common Stock having a market value of
twice the exercise price. Should the Corporation be involved in a merger or
similar transaction with a 20% owner or sell more than 50% of its assets or
earning power to any person or group, each outstanding right would then entitle
its holder to purchase for the exercise price a number of shares of such other
company having a market value of twice the exercise price. In addition, if any
person or group acquires between 20% and 50% of the voting power of the Common
Stock, the Corporation may, at its option, exchange one share of Common Stock
for each outstanding right.
The rights are not exercisable until the above events occur and will expire
on August 15, 1999 unless earlier exchanged or redeemed by the Corporation. The
Corporation may redeem the rights for $.01 per right under certain
circumstances. The rights were issued pursuant to the Rights Plan between the
Corporation and Mellon Bank, a copy of which was filed with the Commission as
Exhibit 1 to the Corporation's Registration Statement on Form 8-A, dated August
15, 1989, which is incorporated herein by reference. The foregoing summary
description of the rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Plan.
MISCELLANEOUS
The outstanding shares of Common Stock are fully paid and are not subject
to further call or assessment. The Common Stock does not have any sinking fund,
conversion or redemption provision applicable thereto. There is no restriction
on the repurchase or redemption of shares of Common Stock by the Corporation
with funds legally available therefor.
The Pennsylvania Business Corporation Law requires any person who acquires
the direct or indirect power to control the vote of at least 20% of the
outstanding voting interests in a Pennsylvania corporation (a "Control Person"),
such as the Corporation, to pay any other shareholder who exercises his rights
under the Pennsylvania Business Corporation Law an amount equal to the fair
value of the voting shares held by such other shareholder as of the date of the
transaction pursuant to which the Control Person gained such control.
The Common Stock is currently listed and is traded on the NYSE, and the
Corporation will seek to list with the NYSE the shares of Common Stock offered
hereby.
The Transfer Agent and Registrar for the Common Stock is Mellon Bank, N.A.
9
<PAGE> 11
SHARES OUTSTANDING
The authorized capital stock of the Corporation includes 200 million shares
of Common Stock. As of April 30, 1995, there were issued and outstanding
approximately 146,582,800 shares of Common Stock. As of that date, the
Corporation had reserved for issuance approximately an additional: (i)
12,851,250 shares of Common Stock under various stock option and other employee
benefit incentive plans, (ii) 131,580 shares of Common Stock for conversion of
certain notes and debentures, (iii) 4,500,000 shares of Common Stock upon
exercise of warrants issued in connection with the Corporation's 1993
acquisition of The Boston Company, (iv) 43,600 shares of Common Stock in
connection with the 1994 acquisition of Belden and Associates Investment Counsel
and (v) anticipated a reserve for 500,000 shares of Common Stock to be issued in
connection with the May 1995 acquisition of the assets of Certus Financial
Corporation.
The Corporation's Board of Directors may issue authorized shares of the
Common Stock without shareholder approval to such persons and for such
consideration as the Corporation's Board of Directors may determine in
connection with acquisitions by the Corporation or for other corporate purposes,
unless shareholder approval is required by the rules of any stock exchange on
which the Corporation's securities may then be listed.
DESCRIPTION OF OUTSTANDING PREFERRED STOCK
The following description of the Corporation's outstanding preferred stock
does not purport to be complete and is summarized from relevant portions of the
Restated Articles of Incorporation, as amended, and By-Laws, as amended, of the
Corporation. A more complete description of the outstanding preferred stock may
be obtained by reference to such documents and to the other documents
incorporated by reference in this Prospectus. The following statements are
qualified in their entirety by such reference.
In addition to 200 million shares of Common Stock, the authorized capital
stock of the Corporation includes 50 million shares of preferred stock, par
value $1.00 per share, issuable in one or more series and with such terms and at
such times and for such consideration as the Board of Directors of the
Corporation determines. The Corporation may amend from time to time its Restated
Articles of Incorporation, as amended, to increase the number of authorized
shares of preferred stock. Any such amendment would require the affirmative vote
of a majority of the votes cast by all holders of the outstanding shares of
Common Stock. As of April 30, 1995, there were issued and outstanding 6,000,000
shares of preferred stock designated as 9.60% Series I Preferred Stock,
4,000,000 shares of preferred stock designated as 8.50% Series J Preferred Stock
and 8,000,000 shares of preferred stock designated as 8.20% Series K Preferred
Stock. The Series I, J and K preferred stocks are listed on the New York Stock
Exchange, and the Transfer Agent and the Registrar therefor is Mellon Bank, N.A.
PREFERENCE
Generally, the shares of preferred stock outstanding have preference over
and are senior to the rights of the Common Stock with respect to the payment of
dividends and the distribution of assets in the event of liquidation or
dissolution of the Corporation. Dividends on the outstanding Series I, Series J
and Series K preferred stock are cumulative. In the event of liquidation or
dissolution, the holders of Series I, Series J, and Series K preferred stock are
each entitled to receive a distribution of $25 per share, plus, in each case, an
amount equal to accrued and unpaid dividends.
DIVIDENDS AND REDEMPTIONS
The Series I preferred stock bears annual, cumulative dividends of $2.40
per share. Shares of Series I preferred stock are redeemable at the option of
the Corporation, as a whole or in part, at any time on or after August 15, 1996,
at a redemption price of $25 per share, plus accrued and unpaid dividends,
whether or not declared. The Series J preferred stock bears annual, cumulative
dividends of $2.125 per share. Shares of Series J preferred stock are redeemable
at the option of the Corporation, as a whole or in part, at any time on or after
February 15, 1997, at a redemption price of $25 per share, plus accrued and
unpaid dividends, whether
10
<PAGE> 12
or not declared. The Series K preferred stock bears annual, cumulative dividends
of $2.05 per share. Shares of Series K preferred stock are redeemable at the
option of the Corporation, as a whole or in part, at any time on or after
February 15, 1998, at a redemption price of $25 per share, plus accrued and
unpaid dividends, whether or not declared.
VOTING RIGHTS
Other than those voting rights provided by Pennsylvania law to the holders
of preferred stock, generally, holders of the Series I, Series J and Series K
preferred stock have limited voting rights to elect two additional members to
the Corporation's Board of Directors which are activated only in the event
dividends on such series of preferred stock are not paid for six consecutive
quarters.
SELLING SECURITYHOLDER
The Common Stock offered by this Prospectus was initially issued to Certus
Financial Corporation ("Certus") or its shareholders (individually, "a Selling
Securityholder" or collectively, "Selling Securityholders") pursuant to the
Asset Purchase Agreement dated as of March 31, 1995 (the "Purchase Agreement"),
by and between the Corporation and Certus. Pursuant to the Purchase Agreement,
on June 1, 1995 (the "Certus Closing Date") the Corporation acquired
substantially all the assets and certain selected liabilities of Certus in
exchange for shares of the Corporation's Common Stock. In addition to the shares
of Common Stock issued to Certus at or about the time of the Certus Closing
Date, the Purchase Agreement contemplates that additional shares of Common Stock
may be issued to Selling Securityholders during the five-year period following
the Certus Closing Date. It is contemplated that the shareholders of Certus will
take action following the Certus Closing Date to wind up and liquidate the
affairs of Certus such that the shares of Common Stock issued on the Certus
Closing Date as well as the additional shares of Common Stock issued during the
five-year period described in the preceding sentence are likely to be held and
offered for sale by such former Certus shareholders, or their pledges or
assignees.
None of the Selling Securityholders has held any position, office or other
material relationship with the Corporation or any of its predecessors or
affiliates within the past three years, except that the two shareholders of
Certus, David M. Perry and Robert A. McCormish, became, at the time of the
Certus Closing Date, directors and executive officers of Certus Assets Advisors
Corporation, a newly formed subsidiary of the Corporation. Because the Selling
Securityholders, or their pledges or assignees, may offer pursuant to this
Prospectus all or some part of the Common Stock they have acquired or may
acquire pursuant to the Purchase Agreement, no estimate can be given as of the
date hereof as to the amount of Common Stock to be offered for sale by the
Selling Securityholders, or their pledges or assignees, pursuant to this
Prospectus or as to the amount of Common Stock that will be held by each Selling
Securityholder upon termination of such offering. See "Plan of Distribution."
PLAN OF DISTRIBUTION
The shares of Common Stock offered hereby may be sold from time to time on
the New York Stock Exchange. Alternatively, any or all of the Common Stock
offered hereby may be sold from time to time to purchasers directly by Selling
Securityholders, or their pledges or assignees. Sales of Common Stock by a
Selling Securityholder may also be made pursuant to Rule 144 of the Securities
Act, where applicable.
The Common Stock offered hereby may be sold from time to time in one or
more transactions at a fixed offering price, which may be changed, or at varying
prices determined at the time of sale or at negotiated prices. Such prices will
be determined by Selling Securityholders, or their pledges or assignees, or by
agreement between a Selling Securityholder and its underwriters, dealers,
brokers or agents. A Selling Securityholder cannot estimate as of the date
hereof either the price at which it may sell the shares of Common Stock offered
hereby or the net proceeds which it may receive from any such sales.
Any underwriters, dealers, brokers or agents participating in the
distribution of Common Stock offered hereby may receive compensation in the form
of underwriting discounts, concessions, commissions or fees
11
<PAGE> 13
from a Selling Securityholder and/or purchasers of Common Stock for whom they
may act. In addition, a Selling Securityholder and any such underwriters,
dealers, brokers or agents that participate in the distribution of Common Stock
may be deemed to be underwriters under the Securities Act, and any profits on
the sale of Common Stock by them and any discounts, commissions or concessions
received by any of such persons may be deemed to be underwriting discounts and
commissions under the Securities Act. Those who act as underwriter, broker,
dealer or agent in connection with the sale of the Common Stock will be selected
by a Selling Securityholder and may have other business relationships with the
Corporation and its subsidiaries or affiliates in the ordinary course of
business.
At any time a particular offer of Common Stock is made by a Selling
Securityholder, if required, a Prospectus Supplement will be distributed which
will set forth certain information relating to the Selling Securityholder, the
aggregate amounts of Common Stock being offered and the terms of the offering,
including the name or names of any underwriters, dealers or agents, any
discounts, commissions and other items constituting compensation from the
Selling Securityholder and any discounts, commissions or concessions allowed or
reallowed or paid to dealers. Such Prospectus Supplement and, if necessary, a
post-effective amendment to the Registration Statement of which this Prospectus
is a part will be filed with the Commission to reflect the disclosure of
additional information with respect to the distribution of the Common Stock.
Pursuant to the Purchase Agreement, the Corporation has agreed to pay all
expenses incident to the registration and qualification of the shares of Common
Stock offered hereby. The Corporation and the Selling Securityholders have
entered into a separate Indemnification Agreement pursuant to which the
Corporation and the Selling Securityholders have agreed to indemnify each other
for liabilities under the Securities Act relating to the Registration Statement
of which this Prospectus constitutes a part.
VALIDITY OF THE COMMON STOCK
The validity of the Common Stock offered hereby has been passed upon by
James M. Gockley, Assistant General Counsel and Secretary of the Corporation,
One Mellon Bank Center, Pittsburgh, PA 15258. As of April 30, 1995, Mr. Gockley
owned approximately 1,680 shares of Mellon Common Stock and options covering an
additional 10,050 shares of Mellon Common Stock.
EXPERTS
The consolidated financial statements of the Corporation and its
subsidiaries included in the Corporation's 1994 Annual Report to Shareholders,
which is incorporated by reference into the Corporation's Annual Report on Form
10-K for the year ended December 31, 1994, have been incorporated herein by
reference in reliance upon the report of KPMG Peat Marwick LLP independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
12
<PAGE> 14
===============================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS AND ANY PROSPECTUS
SUPPLEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CORPORATION SINCE THE DATE
HEREOF OR THEREOF OR THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS
Statement of Available Information... 2
Incorporation of Certain Documents by
Reference.......................... 2
Mellon Bank Corporation.............. 3
Price Range of Common Stock and
Dividends.......................... 4
Use of Proceeds...................... 4
Certain Regulatory Considerations.... 5
Description of Common Stock.......... 8
Description of Outstanding Preferred
Stock.............................. 10
Selling Securityholder............... 11
Plan of Distribution................. 11
Validity of the Common Stock......... 12
Experts.............................. 12
</TABLE>
===============================================================================
===============================================================================
MELLON BANK
CORPORATION
500,000 SHARES OF COMMON STOCK
(PAR VALUE $.50 PER SHARE)
------------------------------------------
PROSPECTUS
------------------------------------------
JUNE , 1995
===============================================================================
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an estimate of the expenses which will be incurred in
connection with the issuance and distribution of the securities being
registered.
To be borne by the Corporation:
<TABLE>
<S> <C>
Registration Fee................................................... $ 7,306
Transfer Agent and Registrar Fees.................................. 250*
Printing........................................................... 5,000*
Legal Fees and Expenses............................................ 10,000*
Listing Fees....................................................... 1,900*
Miscellaneous...................................................... 2,000*
-------
Total.................................................... $26,456
=======
<FN>
- ---------------
* Estimated
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Restated Articles of Incorporation, as amended, of the Corporation (the
"Articles") provide that, except as prohibited by law, every director and
officer of the Corporation shall be entitled as of right to be indemnified by
the Corporation against expenses and any liability paid or incurred by such
person in connection with any actual or threatened claim, action, suit or
proceeding, civil, criminal, administrative, investigative or other, whether
brought by or in the right of the Corporation or otherwise, in which such person
may be involved (subject to certain limitations in the case of actions by such
person against the Corporation) by reason of such person being or having been a
director or officer of the Corporation or serving or having served at the
request of the Corporation as a director, officer, employee, fiduciary or other
representative of another entity. The Articles also give to indemnitees the
right to have their expenses in defending such actions paid in advance by the
Corporation, subject to any obligation imposed by law or otherwise to reimburse
the Corporation in certain events. The Corporation has entered into an indemnity
agreement (the "Indemnity Agreement") with each director and certain of its
officers which provides a contractual right to indemnification against such
expenses and liabilities (subject to certain limitations and exceptions) and a
contractual right to advancement of expenses and contains additional provisions
regarding determination of entitlement, defense of claims, rights of
contribution and other matters.
The Pennsylvania Business Corporation Law permits a corporation to
indemnify its directors and officers, and to pay their expenses in advance,
subject to certain limitations and exceptions. The specific indemnity
provisions, which are by their terms not intended to be exclusive, are, in
general, not as broad as the provisions of the Articles and the Indemnity
Agreement, however, one provision would preclude indemnification in any case
where the act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or recklessness,
and another provision requires that advances of expenses may be made by a
corporation only upon receipt of an undertaking to repay such amount if it shall
ultimately be determined that such person is not entitled to be indemnified by
the corporation.
The Corporation has purchased liability insurance policies covering its
directors and officers to insure against claims arising out of certain alleged
wrongful acts on the part of such directors and officers and against claims
arising out of certain alleged breaches of fiduciary duty under the Employee
Retirement Income Security Act of 1974 on the part of such directors and
officers.
Article Seventh of the Articles and Article Two of the Corporation's
By-Laws, as amended, both adopted by the shareholders of the Corporation at
their annual meeting on April 20, 1987, further provide that, to the fullest
extent that the laws of Pennsylvania, as in effect on January 27, 1987 or as
thereafter amended, permit
II-1
<PAGE> 16
elimination or limitation of the liability of directors, no director of the
Corporation shall be personally liable for monetary damages as such for any
action taken, or any failure to take any action, as a director. The Pennsylvania
Business Corporation Law provides that whenever the by-laws of a corporation by
a vote of the shareholders so provide, a director shall not be personally liable
for monetary damages as such for any action taken, or failure to take any
action, unless (i) the director has breached or failed to perform the duties of
his office under the standard of care and justifiable reliance specified in the
Act and (ii) the breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness. These provisions do not apply to (i) responsibility
or liability of a director pursuant to any criminal statute or (ii) the
liability of a director for payment of taxes.
ITEM 16. EXHIBITS
The following exhibits are filed herewith or incorporated herein as part of
this Registration Statement:
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ------ -----------
<C> <S>
4.1 Mellon Bank Corporation's Restated Articles of Incorporation, as amended and
restated on September 2, 1993
4.2 Statement Affecting Series B Preferred Stock, $1.00 Par Value, as filed on
December 10, 1993
4.3 Statement Affecting Series D Preferred Stock, $1.00 Par Value, as filed on January
9, 1995
4.4 Statement Affecting Series H Preferred Stock, $1.00 Par Value, as filed on March
2, 1995
4.5 Form of Common Stock Certificate
4.6 Mellon Bank Corporation's Shareholder Protection Rights Agreement and Form of
Rights Certificate
5.1 Opinion of James M. Gockley, Esq., as to the legality of the Common Stock being
registered
23.1 Consent of James M. Gockley, Esq. (included in Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney
</TABLE>
ITEM 17. UNDERTAKINGS
(a) Rule 415 Offering.
The undersigned Corporation hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required in Section 10(a)(3) of the
Securities Act of 1933, unless the information required to be included
in such post-effective amendment is contained in a periodic report filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 and incorporated herein by reference;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement, unless the information required to be
included in such post-effective amendment is contained in a periodic
report filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 and incorporated herein by
reference; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
II-2
<PAGE> 17
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned Corporation hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Corporation's Annual Report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Acceleration of Effectiveness.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Corporation pursuant to the provisions described in Item 15 above, or otherwise,
the Corporation has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Corporation of expenses incurred or paid by a director, officer or controlling
person of the Corporation in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Corporation will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by them is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE> 18
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
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF PITTSBURGH, COMMONWEALTH OF PENNSYLVANIA, ON THE
31ST DAY OF MAY, 1995.
MELLON BANK CORPORATION
BY /S/ FRANK V. CAHOUET
----------------------------
Frank V. Cahouet
Chairman, President and
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 31ST DAY OF MAY, 1995.
/s/ STEVEN G. ELLIOTT
----------------------------------
Steven G. Elliott
Principal Financial Officer
and Principal Accounting Officer
BURTON C. BORGELT, Director; CAROL R. BROWN, Director; FRANK V. CAHOUET,
Director and Principal Executive Officer; J.W. CONNOLLY, Director; CHARLES A.
CORRY, Director; C. FREDERICK FETTEROLF, Director; IRA J. GUMBERG, Director;
PEMBERTON HUTCHINSON, Director; ROTAN E. LEE, Director; ANDREW W. MATHIESON,
Director; EDWARD J. McANIFF, Director; ROBERT MEHRABIAN, Director; SEWARD
PROSSER MELLON, Director; DAVID S. SHAPIRA, Director; W. KEITH SMITH,
Director; HOWARD STEIN, Director; JOAB L. THOMAS, Director; WESLEY W. von
SCHACK, Director; WILLIAM J. YOUNG, Director.
BY /S/ JAMES M. GOCKLEY
----------------------------
James M. Gockley
Attorney-in-fact
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER DESCRIPTION METHOD OF FILING
------ ----------- ----------------
<C> <S> <C>
4.1 Mellon Bank Corporation's Restated Articles of Previously filed as
Incorporation, as amended and restated on September Exhibit 3.1 to Quarterly
2, 1993 Report on Form 10-Q for
the quarter ended
September 30, 1993, and
incorporated herein by
reference
4.2 Statement affecting Series B Preferred Stock, $1.00 Previously filed as
Par Value, as filed December 10, 1993 Exhibit 3.2 to Annual
Report on Form 10-K for
the year ended December
31, 1993 and incorporated
herein by reference
4.3 Statement Affecting Series D Preferred Stock, $1.00 Previously filed as
Par Value, as filed on January 9, 1995 Exhibit 3.3 to Annual
Report on Form 10-K for
the year ended December
31, 1994 and incorporated
herein by reference
4.4 Statement Affecting Series H Preferred Stock, $1.00 Previously filed as
Par Value, as filed on March 2, 1995 Exhibit 3.1 to Quarterly
Report on Form 10-Q for
the quarter ended March
31, 1995, and
incorporated herein by
reference
4.5 Form of Common Stock Certificate Previously filed as
Exhibit 4.3 to
Registration Statement on
Form S-3 (No. 33-56228)
dated December 22, 1992,
and incorporated herein
by reference
4.6 Mellon Bank Corporation's Shareholder Protection Previously filed as
Rights Agreement and Form of Rights Certificate Exhibit 1 to Form 8-A
Registration Statement
dated August 15, 1989,
and incorporated herein
by reference
5.1 Opinion of James M. Gockley, Esq., as to the legality Filed herewith
of the Common Stock
23.1 Consent of James M. Gockley, Esq. (included in Filed herewith
Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP Filed herewith
24.1 Power of Attorney Filed herewith
</TABLE>
<PAGE> 1
EX-5.1 and EX-23.1
May 31, 1995
Mellon Bank Corporation
500 Grant Street
Pittsburgh, PA 15258
RE: Mellon Bank Corporation
Common Stock Registration Statement on Form S-3
-----------------------------------------------
Dear Sirs:
I am Assistant General Counsel of Mellon Bank Corporation, a Pennsylvania
corporation (the "Corporation"), and, in that capacity, I have acted as counsel
for the Corporation in connection with the preparation of a Registration
Statement on Form S-3 (the "Registration Statement") relating to the
registration of 500,000 shares of the Corporation's Common Stock, par value
$.50 per share (the "Common Stock") and up to 500,000 shares of related
preferred stock purchase rights (the "Rights") to be issued pursuant to the
Shareholder Protection Rights Agreement, dated as of August 15, 1989 (the
"Rights Agreement"), between the Corporation and Mellon Bank, N.A., as Rights
Agent ("Rights Agent"). The Common Stock is to be issued as consideration in
connection with the Corporation's acquisition of substantially all the assets
and certain selected liabilities of Certus Financial Corporation ("Certus")
pursuant to the terms of the Asset Purchase Agreement by and between the
Corporation and Certus, dated as of March 31, 1995 (the Asset Purchase
Agreement"). This opinion is being furnished pursuant to the requirements of
Form S-3 and Item 601 of Regulation S-K under the Securities Act of 1933, as
amended (the "Act").
In furnishing this opinion, I, or attorneys under my supervision, have
examined the Registration Statement, as well as the prospectus included therein
(the "Prospectus"), to be filed with the Securities and Exchange Commission, in
connection with which this opinion is to be filed as an Exhibit. In addition,
I, or they, have examined such other documents, legal opinions and precedents,
corporate and other records of the Corporation and certificates of public
officials and officers of the Corporation as I have deemed necessary or
appropriate to provide a basis for the opinions set forth herein. In such
examination, I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to me as originals and the conformity to original
documents of all documents submitted to me as certified or photostatic copies.
<PAGE> 2
Mellon Bank Corporation
May 31, 1995
Page 2
Based upon the foregoing, I am of the opinion that:
1. The Corporation has been duly incorporated and is validly
existing as a corporation under the laws of the Commonwealth of
Pennsylvania.
2. The Registration Statement has been duly authorized by all
necessary corporate action of the Corporation;
3. When the shares of Common Stock are issued and delivered
pursuant to the terms of the Asset Purchase Agreement, the shares of
Common Stock will be validly issued, fully paid and nonassessable; and
4. Assuming that the Rights Agreement has been duly
authorized, executed and delivered by the Rights Agent, then when the
Registration Statement has become effective under the Act and the
shares of Common Stock have been issued and delivered pursuant to the
terms of the Asset Purchase Agreement, the Rights attributable to the
shares of Common Stock will be validly issued.
In connection with my opinion set forth in paragraph 4 above, I note that the
question whether the Board of Directors of the Corporation might be required to
redeem the Rights at some future time will depend upon the facts and
circumstances existing at that time and, accordingly, is beyond the scope of
such opinion.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name in the Prospectus under the
heading "Validity of the Common Stock." By giving such consent, I do not
thereby admit that I am within the category of persons whose consents are
required under Section 7 of the Act.
Very truly yours,
James M. Gockley
JMG/EK/lmt
<PAGE> 1
EX-23.2
[LOGO]
One Mellon Bank Center Telephone 412 391 9710 Telefax 412 391 8963
Pittsburgh, PA 15219 Telex 7106642199 PMM & CO PGH
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
of Mellon Corporation:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the Prospectus.
KPMG Peat Marwick LLP
Pittsburgh, Pennsylvania
May 30, 1995
<PAGE> 1
EX 24-1
POWER OF ATTORNEY
MELLON BANK CORPORATION
Know all men by these presents, that each person whose signature appears below
constitutes and appoints James M. Gockley and William E. Marquis, and each of
them, such person's true and lawful attorney-in-fact and agent, with full power
of substitution and revocation, for such person and in such person's name,
place and stead, in any and all capacities, to sign one or more Registration
Statements pursuant to the Securities Act of 1993, as amended, with respect to
the registration of up to 500,000 shares of Mellon Bank Corporation (the
"Corporation") common stock to be issued pursuant to the Asset Purchase
Agreement dated as of March 31, 1995, by and between the Corporation and Certus
Financial Corporation and any and all amendments (including post-effective
amendments) thereto, and to file the same with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent and each of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
WITNESS the due execution hereof by the following persons in the capacities
indicated on this 18th day of April, 1995.
/s/ Frank V. Cahouet /s/ Charles A. Corry
- ---------------------------------- ----------------------------------
Frank V. Cahouet, Director and Charles A. Corry, Director
Principal Executive Officer
/s/ Burton C. Borgelt /s/ C. Frederick Fetterolf
- ---------------------------------- ----------------------------------
Burton C. Borgelt, Director C. Frederick Fetterolf, Director
/s/ Carol R. Brown /s/ Ira J. Gumberg
- ---------------------------------- ----------------------------------
Carol R. Brown, Director Ira J. Gumberg, Director
<PAGE> 2
/s/ J. W. Connolly /s/ Pemberton Hutchinson
- ---------------------------------- ----------------------------------
J. W. Connolly, Director Pemberton Hutchinson, Director
/s/ Rotan E. Lee /s/ W. Keith Smith
- ---------------------------------- ----------------------------------
Rotan E. Lee, Director W. Keith Smith, Director
/s/ Andrew W. Mathieson /s/ Howard Stein
- ---------------------------------- ----------------------------------
Andrew W. Mathieson, Director Howard Stein, Director
/s/ Edward J. McAniff /s/ Joab L. Thomas
- ---------------------------------- ----------------------------------
Edward J. McAniff, Director Joab L. Thomas, Director
/s/ Robert Mehrabian /s/ Wesley W. von Schack
- ---------------------------------- ----------------------------------
Robert Mehrabian, Director Wesley W. von Schack, Director
/s/ Seward Prosser Mellon /s/ William J. Young
- ---------------------------------- ----------------------------------
Seward Prosser Mellon, Director William J. Young, Director
/s/ David S. Shapira
- ----------------------------------
David S. Shapira, Director
- 2 -
