<PAGE>
As filed with the Securities and Exchange Commission on November 25, 1996
-----------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
MELLON BANK CORPORATION
(Exact name of issuer as specified in its charter)
Pennsylvania 25-1233834
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Mellon Bank Center
500 Grant Street
Pittsburgh, Pennsylvania 15258-0001
(412) 234-5000
(Address of principal executive offices) (Zip Code)
MELLON BANK CORPORATION
LONG-TERM PROFIT INCENTIVE PLAN (1996)
(Full Title of the plan)
Carl Krasik, Esq.
Associate General Counsel and Secretary
Mellon Bank Corporation
One Mellon Bank Center
500 Grant Street
Pittsburgh, Pennsylvania 15258-0001
(412) 234-5222
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Securities to Amount to be Offering Price Aggregate Amount of
be Registered Registered Per Share Offering Price Registration Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($0.50 par value) (1) 6,200,000 $65.50 (2) $406,100,000(2) $123,061 (2)
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) 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.
(2) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(h) of the Securities Act, on the basis of $65.50 per share,
the average sale price of the Common Stock in the consolidated reporting system
on November 18, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents heretofore filed with the Securities and Exchange
Commission by Mellon Bank Corporation (the "Corporation") (Commission File No.
1-7410) pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are
incorporated in this Registration Statement by reference and made a part hereof:
(1) The Corporation's Annual Report on Form 10K for the year ended on
December 31, 1995, filed pursuant to Section 13 of the Exchange Act.
(2) The Corporation's Quarterly Reports on Form 10Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996, filed pursuant to
Section 13 of the Exchange Act.
(3) The Corporation's Current Reports on Form 8-K, January 10, 1996, February
27, 1996, February 29, 1996, April 16, 1996, May 21, 1996, July 16, 1996,
August 6, 1996, August 26, 1996, September 30, 1996, October 15, l996, and
October 15, l996, October 29, 1996, filed pursuant to Section 13 of the
Exchange Act.
(4) The description of the Corporation's Common Stock set forth in the
Corporation's Registration Statement on Form 8-A, dated June 10, 1981, filed
pursuant to Section 12(b) of the Exchange Act, including all reports updating
such description.
(5) The description of the Rights set forth in the Corporation's Registration
Statement on From 8-A, dated October 29, 1996, filed pursuant to Section 12(b)
of the Exchange Act, including all reports updating such description.
Each document or report filed by the Corporation with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part thereof from the date of filing of such
documents until the information contained in such document is superseded or
updated by any subsequently filed document which is incorporated by reference
into this Registration Statement.
Item 4. Description of Securities
Not applicable.
1
<PAGE>
Item 5. Interests of Named Experts and Counsel
The validity of the Common Stock covered by this Registration Statement will be
passed upon for the Corporation by Carl Krasik, Esq., Associate General Counsel
and Secretary of the Corporation, One Mellon Bank Center, Pittsburgh,
Pennsylvania 15258. As of October 31, 1996, Mr. Krasik held options issued by
the Corporation pursuant to the Corporation's Long-Term Profit Incentive Plan
(1996) covering 5,950 shares of the Corporation's Common Stock.
Item 6. 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 fees and 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 as a party or otherwise (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,
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.
2
<PAGE>
The Corporation has purchased liability insurance policies covering its
directors and officers to insure against the 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 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 such 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 7. Exemption From Registration Claimed
Not Applicable.
Item 8. Exhibits
The following exhibits are filed herewith as part of this Registration
Statement:
<TABLE>
<CAPTION>
Number Description
- ------ -----------
<C> <S>
4.1 Article Fifth of Mellon Bank
Corporation's Restated Articles of
Incorporation, as amended, relating to
the Common Stock, par value $0.50
5.1 Opinion of Carl Krasik, Esq. as to the
legality of the Common Stock being
registered
15.1 Consent of KPMG Peat Marwick LLP
23.1 Consent of Carl Krasik, Esq. (included
in Exhibit 5.1)
24.1 Powers of Attorney
</TABLE>
3
<PAGE>
Item 9. Undertakings
(a) Rule 415 Offering
The undersigned registrant 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 by section 10(a)(3) of the
Securities Act of 1933;
(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;
(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;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference 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 offered therein, and the
offering of such securities at that time shall be deemed to the initial bona
fide offering thereof; and
(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 registrant hereby undertakes that for the purpose of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 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.
4
<PAGE>
(c) Filing of Registration Statement on Form S-8
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
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 registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant 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 registrant 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 it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
5
<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-8 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 25 day of November, 1996.
Mellon Bank Corporation
By: /s/ Steven G. Elliott
-----------------------
Steven G. Elliott
Vice Chairman and
Chief Financial 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 25 day of November, 1996.
By: Steven G. Elliott
-----------------------
Steven G. Elliott
Principal Financial Officer and
Principal Accounting Officer
FRANK V. CAHOUET, Director and Principal Executive Officer; BURTON C. BORGELT,
Director; CAROL R. BROWN, Director; J. W. CONNOLLY, Director; CHARLES A CORRY,
Director; C. FREDERICK FETTEROLF, Director; IRA J. GUMBERG, Director; PEMBERTON
HUTCHINSON, Director; ROTAN E. LEE, Director; ANDREW W. MATHIESON, Director;
EDWARD J. MCANIFF, Director; SEWARD PROSSER MELLON, Director; ROBERT MEHRABIAN,
Director; DAVID S. SHAPIRA, Director; W. KEITH SMITH, Director; JOAB L. THOMAS,
Director; WESLEY W. von SCHACK, Director; WILLIAM J. YOUNG, Director.
By: Ann M. Sawchuck
-----------------------
Ann M. Sawchuck
Attorney-in-fact
6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Number Description
- ------ -----------
<C> <S>
4.1 Article Fifth of Mellon Bank
Corporation's Restated Articles of
Incorporation, as amended, relating to
the Common Stock, par value $0.50, previously
filed as Exhibit 3.1 to Quarterly Report
on Form 10Q for the quarter ended
September 30, 1993, and incorporated
herein by reference
5.1 Opinion of Carl Krasik, Esq. as to the
legality of the Common Stock being
registered
15.1 Consent of KPMG Peat Marwick LLP
23.1 Consent of Carl Krasik, Esq. (included
in Exhibit 5.1)
24.1 Powers of Attorney
</TABLE>
7
<PAGE>
Exhibit 5.1 and 23.1
November 25, 1996
Mellon Bank Corporation
500 Grant Street
Pittsburgh, PA 15258
Re: Mellon Bank Corporation
Long-Term Profit Incentive Plan (1996)
Registration Statement on Form S-8
----------------------------------
Gentlemen:
I am 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 (i) the proposed issuance by the
Corporation from time to time of up to 6,200,000 additional shares of its Common
Stock, par value $.50 per share (the "Common Stock"), under the Mellon Bank
Corporation Long-Term Profit Incentive Plan (1996), as amended and restated
effective April 18, 1996 (the "Plan"), (ii) the preparation of the documents
that constitute the Section 10(a) prospectus for the Plan within the meaning of
Rule 428(a)(1) of the Securities Act of 1933 and (iii) the preparation of the
Corporation's Registration Statement on Form S-8 with respect to the Common
Stock (the "Registration Statement"), to be filed with the Securities and
Exchange Commission and with which this opinion is to be filed as an exhibit.
This opinion is being furnished pursuant to the requirements of Form S-8 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, the prospectus for the Plan and such other
documents, legal opinions and precedents, corporate and other records of the
Corporation and its subsidiaries 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 below. 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;
<PAGE>
Exhibit 15.1
[LETTERHEAD OF KPMG PEAT MARWICK APPEARS HERE]
The Board of Directors of
Mellon Bank Corporation:
We consent to the use of our report incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
Pittsburgh, Pennsylvania
November 25, 1996
<PAGE>
Exhibit 24
POWER OF ATTORNEY
MELLON BANK CORPORATION
Know all men by these presents, that each person whose signature appears
below constitutes and appoints Carl Krasik and Ann M. Sawchuck, 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 on Form S-8 or any other appropriate form or forms
or to amend any currently filed registration statement or statements, all
pursuant to the Securities Act of 1933, as amended, with respect to the
registration of up to six million two hundred thousand (6,200,000) additional
shares of Mellon Bank Corporation's Common Stock to be issued from time
to time pursuant to the Mellon Bank Corporation Long-Term Profit Incentive
Plan (1996) 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 or her 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 21st day of May, 1996.
/s/ Frank V. Cahouet /s/ Charles A. Corry
------------------------------ --------------------------------
Frank V. Cahouet, Director and Charles A. Corry, Director
Principal Executive Officer
/s/ Burton C. Borgelt
------------------------------ --------------------------------
Burton C. Borgelt, Director C. Frederick Fetterolf, Director
/s/ Carol R. Brown /s/ Ira J. Gumberg
------------------------------ --------------------------------
Carol R. Brown, Director Ira J. Gumberg, Director
/s/ J. W. Connolly /s/ Pemberton Hutchinson
------------------------------ --------------------------------
J. W. Connolly, Director Pemberton Hutchinson, Director
<PAGE>
/s/ Rotan E. Lee
------------------------------ --------------------------------
Rotan E. Lee, Director W. Keith Smith, Director
/s/ Andrew W. Mathieson
------------------------------ --------------------------------
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
------------------------------
David S. Shapira, Director
<PAGE>
POWER OF ATTORNEY
MELLON BANK CORPORATION
Know all men by these presents, that each person whose signature appears below
constitutes and appoints Carl Krasik and Ann M. Sawchuck, 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 on Form S-8 or any other appropriate form or forms or to amend any
currently filed registration statement or statements, all pursuant to the
Securities Act of 1933, as amended, with respect to the registration of up to
six million two hundred thousand (6,200,000) additional shares of Mellon Bank
Corporation's Common Stock to be issued from time to time pursuant to the Mellon
Bank Corporation Long-Term Profit Incentive Plan (1996) 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 or her 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 29 day of May, 1996.
/s/ C. Frederick Fetterolf
--------------------------------
C. Frederick Fetterolf, Director
<PAGE>
POWER OF ATTORNEY
MELLON BANK CORPORATION
Know all men by these presents, that each person whose signature appears below
constitutes and appoints Carl Krasik and Ann M. Sawchuck, 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 on Form S-8 or any other appropriate form or forms or to amend any
currently filed registration statement or statements, all pursuant to the
Securities Act of 1933, as amended, with respect to the registration of up to
six million two hundred thousand (6,200,000) additional shares of Mellon Bank
Corporation's Common Stock to be issued from time to time pursuant to the Mellon
Bank Corporation Long-Term Profit Incentive Plan (1996) 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 or her 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 29 day of May, 1996.
/s/ David S. Shapira
--------------------------------
David S. Shapira, Director
<PAGE>
POWER OF ATTORNEY
MELLON BANK CORPORATION
Know all men by these presents, that each person whose signature appears below
constitutes and appoints Carl Krasik and Ann M. Sawchuck, 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 on Form S-8 or any other appropriate form or forms or to amend any
currently filed registration statement or statements, all pursuant to the
Securities Act of 1933, as amended, with respect to the registration of up to
six million two hundred thousand (6,200,000) additional shares of Mellon Bank
Corporation's Common Stock to be issued from time to time pursuant to the Mellon
Bank Corporation Long-Term Profit Incentive Plan (1996) 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 or her 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 29 day of May, 1996.
/s/ W. Keith Smith
--------------------------------
W. Keith Smith, Director
