MELLON BANK CORP
8-K, 1996-08-09
NATIONAL COMMERCIAL BANKS
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<PAGE>
 
                     SECURITIES  AND  EXCHANGE  COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT



     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) - August 6, 1996



                           MELLON  BANK  CORPORATION
               (Exact name of registrant as specified in charter)



                  Pennsylvania             1-7410          25-1233834
        (State or other jurisdiction    (Commission     (I.R.S. Employer
               of incorporation)         File Number    dentification No.)
 


                                One Mellon Bank Center
                                   500 Grant Street
                               Pittsburgh, Pennsylvania           15258
                       (Address of principal executive offices) (Zip code)




      Registrant's telephone number, including area code - (412) 234-5000
<PAGE>
 
ITEM 5.  OTHER EVENTS

         By press release dated August 6, 1996, Mellon Bank Corporation
         announced that it has reached a definitive agreement with Ford Motor
         Co. through which Mellon Bank, N.A. will acquire the Business Equipment
         Financing unit of USL Capital Corporation, a Ford subsidiary, for
         approximately $1.7 billion.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

Exhibit
Number   Description

99.1     Mellon Bank Corporation Press Release, dated August 6, 1996
         announcing the matter referenced in Item 5 above.
 

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                              MELLON BANK CORPORATION

Date:  August 9, 1996         By: /s/ Carl Krasik 
                                 __________________________
                                  Carl Krasik
                                  Associate General Counsel &
                                   Secretary

<PAGE>
 
                                 EXHIBIT INDEX



Number   Description                           Method of Filing


99.1    Press Release dated August 6, 1996     Filed herewith
 

<PAGE>
 
                                                                      EX. 99-1

[LOGO OF MELLON BANK]                                 News Release

                                                      Corporate Affairs
          Media                   Analysts            One Mellon Bank Center
          -----                   ---------           Pittsburgh, PA 15258-0001
          Stephen K. Dishart      Donald J. MacLeod
          (412) 234-0850          (412) 234-5601

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



FOR IMMEDIATE RELEASE

                  MELLON TO ACQUIRE LEASING BUSINESS FROM FORD

PITTSBURGH, Aug. 6, 1996--Mellon Bank Corporation today announced that it has
reached a definitive agreement with Ford Motor Co. through which Mellon Bank,
N.A. will acquire the Business Equipment Financing (BEF) unit of USL Capital
Corporation, a Ford subsidiary, for about $1.7 billion.

         Upon completion of the transaction, which is expected to occur by the
end of the third quarter, Mellon's Leasing Group will acquire USL Capital's
Business Equipment Financing unit, a leading middle market leasing and financing
provider of business and commercial equipment to more than 2,500 middle market
companies.  BEF is headquartered in San Francisco and has 143 employees and 32
offices across the country.

         "This acquisition significantly expands our leasing capabilities on a
nationwide basis and complements our existing product line for our middle market
customers, an important industry segment for us," said Jeffery L. Leininger,
vice chairman for specialized  lending, Mellon Bank Corporation.  "Leasing
provides a meaningful growth opportunity, and we're pleased to strengthen
Mellon's national presence as a provider of leasing services."

         Mellon's Leasing Group currently markets a broad range of leasing and
lease-related services to corporations throughout the United States with annual
sales of more than $250 million, as well as to corporations in the Central
Atlantic region and California with annual sales between $10 million and $250
million.

                                     --more--
<PAGE>
 
Mellon to Acquire USL Capital Leasing Portfolio
Aug. 6, 1996
Page 2

         With balance sheet assets of approximately $43 billion and assets under
management or administration of more than $1.1 trillion, Mellon Bank Corporation
is a major financial services company headquartered in Pittsburgh; its primary
subsidiary is Mellon Bank, N.A.  Mellon provides a full range of banking and
investment products and services to individuals and small, midsize and large
businesses and institutions.  Its principal mutual fund business is The Dreyfus
Corporation.


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