As filed with the Securities and Exchange Commission on November 29, 1996
Registration No. 333-15269, 333-15269-01, 333-15269-02, 333-15269-03
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
AMENDMENT NO. 2
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
---------------------------
Mellon Capital I Mellon Capital II Mellon Capital III
(Exact name of registrant as specified in its Trust Agreements)
Mellon Bank Corporation
(Exact name of registrant as specified in its charter)
---------------------------
Pennsylvania Delaware
(State or other jurisdiction (State or other jurisdiction of
of incorporation or organization) incorporation or organization
of each registrant)
25-1233834 Each to be Applied for
(I.R.S. Employer Identification No. (I.R.S. Employer Identification No.)
One Mellon Bank Center c/o Mellon Bank Corporation
500 Grant Street One Mellon Bank Center
Pittsburgh, Pennsylvania 15258 500 Grant Street
(412) 234-5000 Pittsburgh, Pennsylvania 15258
(Address, including zip code, and telephone (412) 234-5000
number, including area code, of (Address, including zip code, and
registrant's principal executive offices) telephone number, including area
code, of each registrant's
principal executive offices)
---------------------------
Carl Krasik, Esq.
Associate General Counsel
One Mellon Bank Center
500 Grant Street
Pittsburgh, Pennsylvania 15258
(412) 234-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service of each registrant)
---------------------------
With Copies to:
Robert K. Morris, Esq. Mark J. Welshimer
Reed Smith Shaw & McClay Sullivan & Cromwell
435 Sixth Avenue 125 Broad Street
Pittsburgh, Pennsylvania 15219 New York, New York 10004
(412) 288-3131 (212) 558-4000
---------------------------
Approximate Date of Commencement of Proposed Sale to the Public: from
time to time after the Registration Statement becomes effective.
---------------------------
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|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_| _______________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. |_| _______________
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. |_|
---------------------------
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>
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, other than underwriting discounts and commissions:
To be borne by the Corporation:
Registration Fee............................... $151,515
Rating Agency Fees............................. 200,000*
Transfer Agent and Registrar Fees.............. 15,000*
Printing and Engraving......................... 50,000*
Legal Fees and Expenses........................ 90,000*
Accounting Fees................................ 50,000*
Blue Sky Fees and Expenses..................... 15,000*
Trustees Fees and Expenses..................... 25,000*
Miscellaneous.................................. 175,000*
-----------
Total................................. $771,515*
============
- -----------
* Estimated
Item 16. Exhibits
The following exhibits are filed herewith or incorporated by reference
herein as part of this Registration Statement:
Number Description
1.1 Form of Underwriting Agreement*
4.1 Mellon Bank Corporation's Restated Articles of Incorporation, as
amended and restated as of September 2, 1993**
4.2 Mellon Bank Corporation's By-Laws, as amended**
4.3 Form of Junior Subordinated Indenture, dated as of December , 1996,
between Mellon Bank Corporation and The Chase Manhattan Bank, as
Debenture Trustee**
4.4 Certificate of Trust of Mellon Capital I**
4.5 Trust Agreement of Mellon Capital I**
4.6 Certificate of Trust of Mellon Capital II*
4.7 Trust Agreement of Mellon Capital II*
4.8 Certificate of Trust of Mellon Capital III*
4.9 Trust Agreement of Mellon III*
4.10 Form of Amended and Restated Trust Agreement of Mellon Capital I**
4.11 Form of Amended and Restated Trust Agreement of Mellon Capital II*
4.12 Form of Amended and Restated Trust Agreement of Mellon Capital III*
4.13 Form of Preferred Security Certificate for Mellon Capital I (included
as Exhibit D of Exhibit 4.10)**
II-2
<PAGE>
4.14 Form of Preferred Security Certificate for Mellon Capital II (included
as Exhibit D of Exhibit 4.11)*
4.15 Form of Preferred Security Certificate for Mellon Capital III (included
as Exhibit D of Exhibit 4.12)*
4.16 Form of Guarantee Agreement for Mellon Capital I**
4.17 Form of Guarantee Agreement for Mellon Capital II*
4.18 Form of Guarantee Agreement of Mellon Capital III*
5.1 Opinion of Carl Krasik, Esq. as to legality of the Junior Subordinated
Debentures and the Guarantees to be issued by Mellon Bank Corporation
5.2 Opinion of Sullivan & Cromwell as to legality of the Junior
Subordinated Debentures and the Guarantees to be issued by Mellon Bank
Corporation
5.3 Opinion of Richards, Layton & Finger as to legality of the Preferred
Securities to be issued by Mellon Capital I, Mellon Capital II and
Mellon Capital III
8 Opinion of Sullivan & Cromwell as to certain federal income tax matters
12.1 Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings
to Combined Fixed Charges and Preferred Stock Dividends (parent
Corporation)**
12.2 Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings
to Combined Fixed Charges and Preferred Stock Dividends (Mellon Bank
Corporation and subsidiaries)**
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Carl Krasik, Esq. (included in Exhibit 5.1)
23.3 Consent of Sullivan & Cromwell (included in Exhibits 5.2 and 8)
23.4 Consent of Richards, Layton & Finger (included in Exhibit 5.3)
24.1 Power of Attorney**
25.1 Form T-1 Statement of Eligibility of The Chase Manhattan Bank to act as
trustee under the Junior Subordinated Indenture**
25.2 Form T-1 Statement of Eligibility of The Chase Manhattan Bank to act as
trustee under the Amended and Restated Trust Agreement of Mellon
Capital I**
25.3 Form T-1 Statement of Eligibility of The Chase Manhattan Bank to act as
trustee under the Amended and Restated Trust Agreement of Mellon
Capital II**
25.4 Form T-1 Statement of Eligibility of The Chase Manhattan Bank to act as
trustee under the Amended and Restated Trust Agreement of Mellon
Capital III**
25.5 Form T-1 Statement of Eligibility of The Chase Manhattan Bank under the
Guarantee for the benefit of the holders of Preferred Securities of
Mellon Capital I**
25.6 Form T-1 Statement of Eligibility of The Chase Manhattan Bank under the
Guarantee for the benefit of the holders of Preferred Securities of
Mellon Capital II**
25.7 Form T-1 Statement of Eligibility of The Chase Manhattan Bank under the
Guarantee for the benefit of the holders of Preferred Securities of
Mellon Capital III**
- ----------
* To be filed by amendment.
** Previously filed.
II-3
<PAGE>
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 Amendment
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pittsburgh, Commonwealth of
Pennsylvania, on the 29th day of November, 1996.
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
Amendment to the Registration Statement has been signed below by the following
persons in the capacities indicated on the 29th day of November, 1996.
By /s/ FRANK V. CAHOUET
Frank V. Cahouet
Principal Executive Officer and Director
By /s/ STEVEN G. ELLIOTT
Steven G. Elliott
Principal Financial Officer
and Principal Accounting Officer
By /s/ *DWIGHT L. ALLISON, JR.
Dwight L. Allison, Jr.
Director
By /s/ *BURTON C. BORGELT
Burton C. Borgelt
Director
By /s/ *CAROL R. BROWN
Carol R. Brown
Director
By
J.W. Connolly
Director
By /s/ *CHARLES A. CORRY
Charles A. Corry
Director
By /s/ *C. FREDERICK FETTEROLF
C. Frederick Fetterolf
Director
II-4
<PAGE>
By /s/ *IRA J. GUMBERG
Ira J. Gumberg
Director
By /s/ *PEMBERTON HUTCHINSON
Pemberton Hutchinson
Director
By
Rotan E. Lee
Director
By /s/ *ANDREW W. MATHIESON
Andrew W. Mathieson
Director
By /s/ *EDWARD J. MCANIFF
Edward J. McAniff
Director
By /s/ *ROBERT MEHRABIAN
Robert Mehrabian
Director
By /s/ *SEWARD PROSSER MELLON
Seward Prosser Mellon
Director
By /s/ *DAVID S. SHAPIRA
David S. Shapira
Director
By /s/ *W. KEITH SMITH
W. Keith Smith
Director
By /s/ *JOAB L. THOMAS
Joab L. Thomas
Director
By /s/ *WESLEY W. VON SCHACK
Wesley W. von Schack
Director
By /s/ *WILLIAM J. YOUNG
William J. Young
Director
By /s/ *CARL KRASIK
Carl Krasik
Attorney-in-fact
II-5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, Mellon
Capital I 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 Amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Pittsburgh, Pennsylvania on the 29th day of
November, 1996.
MELLON CAPITAL I
By: Mellon Bank Corporation, as Depositor
By /s/ FRANK V. CAHOUET
Pursuant to the requirements of the Securities Act of 1933, Mellon
Capital III 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 Amendment
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Pittsburgh, Pennsylvania on the 29th day of
November, 1996.
MELLON CAPITAL II
By: Mellon Bank Corporation, as Depositor
By /s/ FRANK V. CAHOUET
Pursuant to the requirement of the Securities Act of 1933, Mellon
Capital III 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 Amendment
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Pittsburgh, Pennsylvania on the 29th day of
November, 1996.
MELLON CAPITAL III
By: Mellon Bank Corporation, as Depositor
By /s/ FRANK V. CAHOUET
<PAGE>
EXHIBIT INDEX
Number Description Method of Filing Page No.
1.1 Form of Underwriting
Agreement*
4.1 Mellon Bank Corporation's Filed as Exhibit 3.1 to the
Restated Articles of Corporation's Quarterly Report
Incorporation, as amended on Form 10-Q (File No. 1-7410)
and restated as of for the quarter ended September
September 2, 1993 30, 1993, and incorporated
herein by reference.
4.2 Mellon Bank Corporation's Previously filed as Exhibit 3.2
By-Laws, as amended to the Corporation's Annual
Report on Form 10-K (File No.
1-7410) for the year ended
December 31, 1990, and
incorporated herein
by reference.
4.3 Form of Junior Subordinated
Indenture, dated as of
October 1996, between Mellon
Bank Corporation and The
Chase Manhattan Bank, as
Debenture Trustee**
4.4 Certificate of Trust of
Mellon Capital I**
4.5 Trust Agreement of Mellon
Capital I**
4.6 Certificate of Trust of
Mellon Capital II*
4.7 Trust Agreement of Mellon
Capital II*
4.8 Certificate of Trust of
Mellon Capital III*
4.9 Trust Agreement of Mellon
III*
4.10 Form of Amended and Restated
Trust Agreement of Mellon
Capital I**
4.11 Form of Amended and Restated
Trust Agreement of Mellon
Capital II*
4.12 Form of Amended and Restated
Trust Agreement of Mellon
Capital III*
4.13 Form of Preferred Security
Certificate for Mellon
Capital I (included as
Exhibit D of Exhibit 4.10)**
4.14 Form of Preferred Security
Certificate for Mellon
Capital II (included as
Exhibit D of Exhibit 4.11)*
<PAGE>
4.15 Form of Preferred Security
Certificate for Mellon
Capital III (included as
Exhibit D of Exhibit 4.12)*
4.16 Form of Guarantee Agreement
for Mellon Capital I**
4.17 Form of Guarantee Agreement
for Mellon Capital II*
4.18 Form of Guarantee Agreement
for Mellon Capital III*
5.1 Opinion of Carl Krasik, Esq. Filed herewith
as to legality of the Junior
Subordinated Debentures and
the Guarantees to be issued
by Mellon Bank Corporation
5.2 Opinion of Sullivan & Filed herewith
Cromwell as to legality of
the Junior Subordinated
Debentures and the
Guarantees to be issued by
Mellon Bank Corporation
5.3 Opinion of Richards, Layton Filed herewith
& Finger as to legality of
the Preferred Securities to
be issued by Mellon Capital
I, Mellon Capital II and
Mellon Capital III
8 Opinion of Sullivan & Filed herewith
Cromwell as to certain
federal income tax matters
12.1 Computation of Ratio of Previously filed as Exhibit
Earnings to Fixed Charges 12.1 to the Corporation's
and Ratio of Earnings to Annual Report on Form 10-K
Combined Fixed Charges and (File No. 1-7410) for the
Preferred Stock Dividends year ended December 31,
(parent Corporation) 1995, and incorporated
herein by reference.
12.2 Computation of Ratio of Previously filed as Exhibit
Earnings to Fixed Charges 12.2 to the Corporation's
and Ratio of Earnings to Annual Report on Form 10-K
Combined Fixed Charges and (File No. 1-7410) for the year
Preferred Stock Dividends ended December 31, 1995, and
(Mellon Bank Corporation and incorporated herein by
subsidiaries) reference.
23.1 Consent of KPMG Peat Marwick Filed herewith
LLP
23.2 Consent of Carl Krasik, Esq. Filed herewith
(included in Exhibit 5.1)
23.3 Consent of Sullivan & Filed herewith
Cromwell (included in
Exhibits 5.2 and 8)
23.4 Consent of Richards, Layton Filed herewith
& Finger, Counsel (included
in Exhibit 5.3)
24.1 Power of Attorney**
<PAGE>
25.1 Form T-1 Statement of
Eligibility of The Chase
Manhattan Bank to act as
trustee under the Junior
Subordinated Indenture**
25.2 Form T-1 Statement of
Eligibility of The Chase
Manhattan Bank to act as
trustee under the Amended
and Restated Trust Agreement
of Mellon Capital I**
25.3 Form T-1 Statement of
Eligibility of The Chase
Manhattan Bank to act as
trustee under the Amended
and Restated Trust Agreement
of Mellon Capital II**
25.4 Form T-1 Statement of
Eligibility of The Chase
Manhattan Bank to act as
trustee under the Amended
and Restated Trust Agreement
of Mellon Capital III**
25.5 Form T-1 Statement of
Eligibility of The Chase
Manhattan Bank under the
Guarantee for the benefit of
the holders of Preferred
Securities of Mellon Capital
I**
25.6 Form T-1 Statement of
Eligibility of The Chase
Manhattan Bank under the
Guarantee for the benefit of
the holders of Preferred
Securities of Mellon Capital
II**
25.7 Form T-1 Statement of
Eligibility of The Chase
Manhattan Bank under the
Guarantee for the benefit of
the holders of Preferred
Securities of Mellon Capital
III**
- ----------
* To be filed by amendment.
** Previously filed.
Exhibit 5.1
[Letterhead of Carl Krasik, Mellon Bank Corporation]
November 29, 1996
Mellon Bank Corporation
500 Grant Street
Pittsburgh, PA 15258
RE: Registration Statement on Form S-3
Gentlemen:
I am the Associate General Counsel of Mellon Bank Corporation, a Pennsylvania
corporation (the "Corporation"), and, in that capacity, 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 $500,000,000
principal amount of Junior Subordinated Deferrable Interest Debentures (the
"Debt Securities") of the Corporation, $500,000,000 aggregate liquidation amount
of Preferred Securities (the "Preferred Securities") of Mellon Capital I, Mellon
Capital II and Mellon Capital III, each of which is or will be a Delaware
statutory business trust (each, a "Trust"), and the Guarantees with respect to
the Preferred Securities (the "Guarantees") to be executed and delivered by the
Corporation for the benefit of the holders from time to time of the Preferred
Securities. 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.
In furnishing this opinion, I, or attorneys under my supervision, have examined
(i) the Registration Statement, as well as the prospectus included therein (the
"Prospectus"), filed with the Securities and Exchange Commission, in connection
with which this opinion is to be filed as an Exhibit, (ii) the forms of the
Indenture with respect to the Debt Securities, (iii) the Guarantee Agreements
under which the Guarantees will be created, (iv) the Amended and Restated Trust
Agreements of the Trusts and (v) 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.
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:
(i) the Registration Statement relating to the Debt Securities, the
Preferred Securities and the Guarantees has become effective under the Act;
(ii) the Indenture relating to the Debt Securities has been duly
executed and delivered;
(iii) the Guarantee Agreement relating to the Guarantee with respect to
the Preferred Securities of a Trust has been duly executed and delivered;
(iv) the Amended and Restated Trust Agreement of such Trust has been
duly executed and delivered;
(v) the terms of the Debt Securities and of their issuance and sale have
been duly established in conformity with the Indenture so as not to violate any
applicable law or result in a default under or breach of any agreement or
instrument binding upon the Corporation and so as to comply with any requirement
or restriction imposed by any court or governmental body having jurisdiction
over the Corporation;
<PAGE>
Mellon Bank Corporation
November 29, 1996
Page 2
(vi) the terms of the Preferred Securities of such Trust and of their
issuance and sale have been duly established in conformity with the Amended and
Restated Trust Agreement of such Trust so as not to violate any applicable law
or result in a default under or breach of any agreement or instrument binding
upon such Trust and so as to comply with any requirement or restriction imposed
by any court or governmental body having jurisdiction over such Trust;
(vii) the Debt Securities have been duly executed and authenticated in
accordance with the Indenture and issued and sold as contemplated in the
Registration Statement; and
(viii) the Preferred Securities have been duly executed and
authenticated in accordance with the Amended and Restated Trust Agreement of
such Trust and issued and sold as contemplated in the Registration Statement,
the Debt Securities and the Guarantee relating to the Preferred Securities of
such Trust will constitute valid and legally binding obligations of the
Corporation, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles.
The foregoing opinion is limited to the Federal laws of the United States and
the laws of the Commonwealth of Pennsylvania and the State of New York, and I am
expressing no opinion as to the effect of the laws of any other jurisdiction.
With respect to all matters of New York law, I have relied upon the opinion,
dated November 29, 1996, of Sullivan & Cromwell, and my opinion is subject to
the same assumptions, qualifications and limitations with respect to such
matters as are contained in such opinion of Sullivan & Cromwell.
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 Debt Securities and Guarantees." 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 Securities Act of 1933, as amended.
Very truly yours,
/s/ Carl Krasik
Carl Krasik
CK/dmw
Exhbit 5.2
[SULLIVAN & CROMWELL LETTERHEAD]
November 29, 1996
Mellon Bank Corporation,
One Mellon Bank Center,
500 Grant Street,
Pittsburgh, Pennsylvania 15258.
Dear Sirs:
In connection with the registration under the Securities Act of 1933
(the "Act") of $500,000,000 aggregate principal amount of Junior Subordinated
Deferrable Interest Debentures (the "Debt Securities") of Mellon Bank
Corporation, a Pennsylvania corporation (the "Corporation"), $500,000,000
aggregate liquidation amount of Preferred Securities (the "Preferred
Securities") of Mellon Capital I, Mellon Capital II and Mellon Capital III, each
of which is or will be a Delaware statutory business trust (each, a "Trust"),
and the Guarantees with respect to the Preferred Securities (the "Guarantees")
to be executed and delivered by the Corporation for the benefit of the holders
from time to time of the Preferred Securities, we, as your special counsel, have
examined such corporate records, certificates and other documents, and such
questions of law, as we have considered necessary or appropriate for the
purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion,
when:
(i) the Registration Statement relating to the Debt Securities, the
Preferred Securities and the Guarantees has become effective under the
Act;
(ii) the Indenture relating to the Debt Securities has been duly
executed and delivered;
(iii) the Guarantee Agreement relating to the Guarantee with
respect to the Preferred Securities of a Trust has been duly executed
and delivered;
(iv) the Amended and Restated Trust Agreement of such Trust has
been duly executed and delivered;
(v) the terms of the Debt Securities and of their issuance and sale
have been duly established in conformity with the Indenture so as not to
violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon the Corporation and so as to comply
with any requirement or restriction imposed by any court or governmental
body having jurisdiction over the Corporation;
(vi) the terms of the Preferred Securities of such Trust and of
their issuance and sale have been duly established in conformity with
the Amended and Restated Trust Agreement of such Trust so as not to
violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon such Trust and so as to comply with
any requirement or restriction imposed by any court or governmental body
having jurisdiction over such Trust;
(vii) the Debt Securities have been duly executed and authenticated
in accordance with the Indenture and issued and sold as contemplated in
the Registration Statement; and
<PAGE>
Mellon Bank Corporation -2-
(viii) the Preferred Securities have been duly executed and
authenticated in accordance with the Amended and Restated Trust
Agreement of such Trust and issued and sold as contemplated in the
Registration Statement,
the Debt Securities and the Guarantee relating to the Preferred Securities of
such Trust will constitute valid and legally binding obligations of the
Corporation, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles.
The foregoing opinion is limited to the Federal laws of the United
States and the laws of the State of New York and the Commonwealth of
Pennsylvania, and we are expressing no opinion as to the effect of the laws of
any other jurisdiction. With respect to all matters of Pennsylvania law, we have
relied upon the opinion, dated November 29, 1996, of Carl Krasik, Esq., and our
opinion is subject to the same assumptions, qualifications and limitations with
respect to such matters as are contained in such opinion of Mr. Krasik.
Also, we have relied as to certain matters on information obtained from
public officials, officers of the Corporation and other sources believed by us
to be responsible.
<PAGE>
Mellon Bank Corporation -3-
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the heading "Validity
of Securities" in the Prospectus. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act.
Very truly yours,
SULLIVAN & CROMWELL
Exhibit 5.3
[Letterhead of Richards, Layton & Finger]
November 29, 1996
Mellon Capital I
c/o Mellon Bank Corporation
One Mellon Bank Center
500 Grant Street
Pittsburgh, Pennsylvania 15258
Re: Mellon Capital I
Ladies and Gentlemen:
We have acted as special Delaware counsel for Mellon Bank Corporation, a
Pennsylvania corporation ("Mellon"), and Mellon Capital Trust I, a Delaware
business trust (the "Trust"), in connection with the matters set forth herein.
At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Certificate of Trust of the Trust, dated as of November 26, 1996
(the "Certificate"), as filed in the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on November 27, 1996;
(b) The Trust Agreement, dated as of November 26, 1996, among Mellon and
Chase Manhattan Bank Delaware, a Delaware banking corporation, as Trustee of the
Trust;
(c) Amendment No. 1 to the Registration Statement (the "Registration
Statement") on Form S-3, including a preliminary prospectus (the "Prospectus"),
relating to the ___% Cumulative Preferred Trust Securities of the Trust,
representing preferred undivided beneficial interests in the assets of the Trust
(each, a "Preferred Security" and collectively, the "Preferred Securities"), as
filed by Mellon, the Trust and others as set forth therein with the Securities
and Exchange Commission on November 27, 1996;
(d) A form of Amended and Restated Trust Agreement, to be entered into
among Mellon, The Chase Manhattan Bank, as Property Trustee, the Trustee, the
other trustees of the Trust named therein, and the holders, from time to time,
of undivided beneficial interests in the assets of the Trust (the "Trust
Agreement"), filed as an exhibit to the Registration Statement; and
<PAGE>
Mellon Capital I
November 29, 1996
Page 2
(e) A Certificate of Good Standing for the Trust, dated November 27,
1996, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed any documents other
than the documents listed above, and we have assumed that there exists no
provision in any document that we have not reviewed that bears upon or is
inconsistent with the opinions stated herein. We have conducted no independent
factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Trust
Agreement constitutes the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of the Trust, and that the Trust Agreement and the
Certificate are in full force and effect and have not been amended, (ii) except
to the extent provided in paragraph 1 below, the due creation or due
organization or due formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its creation, organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) the due authorization, execution and delivery by all parties
thereto of all documents examined by us, (vi) the receipt by each Person to whom
a Preferred Security is to be issued by the Trust (collectively, the "Preferred
Security Holders") of a Preferred Security Certificate for such Preferred
Security and the payment for the Preferred Security acquired by it, in
accordance with the Trust Agreement and the Registration Statement, and (vii)
that the Preferred Securities are issued and sold to the Preferred Security
Holders in accordance with the Trust Agreement and the Registration Statement.
We have not participated in the preparation of the Registration Statement and
assume no responsibility for its contents.
This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder which are
currently in effect.
Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act, 12 Del. C.
ss. 3801, et seq.
2. The Preferred Securities to be issued to the Preferred Security
Holders have been duly authorized by the Trust Agreement and will be duly and
validly issued and, subject to the qualifications set forth in paragraph 3
below, fully paid and nonassessable undivided beneficial interests in the assets
of the Trust.
3. The Preferred Security Holders, as beneficial owners of the Trust,
will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated, pursuant to the Trust Agreement, to (i) provide
indemnity and security in connection with requests or directions to the Property
Trustee to exercise its rights and remedies under the Trust Agreement, (ii)
provide indemnity and security in connection with and pay taxes or governmental
charges arising from transfers of Preferred Securities and the issuance of
replacement Preferred Security Certificates, and (iii) undertake as a party
litigant to pay costs in any suit for the enforcement of any right or remedy
under the Trust Agreement or against the Property Trustee, to the extent
provided in the Trust Agreement.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In addition, we
hereby consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of Persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. Except as stated above, without
our prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other Person for any purpose.
Very truly yours,
RICHARDS, LAYTON & FINGER
Exhibit 8
[SULLIVAN & CROMWELL LETTERHEAD]
November 29, 1996
Mellon Bank Corporation,
One Mellon Bank Center,
500 Grant Street,
Pittsburgh, PA 15258
Ladies and Gentlemen:
As special tax counsel to Mellon Capital I, Mellon Capital II, Mellon
Capital III (each, a "Trust") and Mellon Bank Corporation in connection with the
issuance of $500,000,000 aggregate liquidation amount of Preferred Securities of
the Trusts, and assuming (i) the holder of the Common Securities of each Trust
will have "substantial assets" (other than the Common Securities) within the
meaning of Treasury Regulations Section 301.7701-2(d)(2) and (ii) the operative
documents for the Preferred Securities described in the Prospectus and
Prospectus Supplement to which this opinion is filed as an exhibit (the
"Registration Statement") will be performed in accordance with the terms
described therein, we hereby confirm to you our opinion as set forth under the
heading "Certain Federal Income Tax Consequences" in the Registration Statement,
subject to the limitations set forth therein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to us under the heading "Certain
Federal Income Tax Consequences" in the Registration Statement. By giving the
foregoing consent, we do not admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
SULLIVAN & CROMWELL
Exhibit 23.1
Consent of KPMG Peat Marwick LLP, Independent Auditors
We consent to the reference to our firm under the caption "Experts" in
this Amendment to the Registration Statement (Form S-3) of Mellon Bank
Corporation for the registration of up to $500,000,000 of trust preferred
securities and to the incorporation by reference therein of our report dated
January 10, 1996, with respect to the consolidated financial statements of
Mellon Bank Corporation included in its Annual Report (Form 10-K) for the year
ended December 31, 1995, filed with the Securities and Exchange Commission.
Pittsburgh, Pennsylvania
November 29, 1996
