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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) - November 24, 1997
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
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ITEM 5. OTHER EVENTS
By release dated November 24, 1997, Mellon Bank Corporation (the "Corporation")
announced a definitive agreement under which it will acquire United Bankshares,
Inc. and its principal subsidiary, United National Bank, a full-service
commercial bank serving South Florida.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit
Number Description
99.1 Mellon Bank Corporation Press Release, dated November 24, 1997
announcing the matter referenced in Item 5 above.
SIGNATURES
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: November 25, 1997 By: /s/ STEVEN G. ELLIOTT
Steven G. Elliott
Vice Chairman, Chief Financial
Officer & Treasurer
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EXHIBIT INDEX
Number Description Method of Filing
- ------ ----------- ----------------
99.1 Press Release dated November 24, 1997 Filed herewith
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Exhibit 99.1
Contacts
Media: Stephen K. Dishart
(305) 358-4333
(412) 234-0850
Analysts: Donald J. MacLeod
(412) 234-5601
FOR IMMEDIATE RELEASE
MELLON TO ACQUIRE UNITED NATIONAL BANK
-Combination creates distinctive competitor in rapidly growing market-
PITTSBURGH and MIAMI, Nov. 24, 1997--Mellon Bank Corporation (NYSE: MEL) and
United Bankshares, Inc. today announced a definitive agreement under which
Mellon will acquire United Bankshares and its principal subsidiary, United
National Bank, a full-service commercial bank serving South Florida. When
completed, the transaction will combine Mellon's broad array of banking,
investment and trust services with United's highly focused business strategy to
create a powerful financial resource for the growing numbers of South Florida
businesses, which are increasingly seeking a wider range of financial solutions.
With more than $830 million in assets, United National Bank is a
nationally chartered bank with headquarters in Miami. United serves small and
midsize businesses, lawyers, accountants, real estate developers and other
professionals through 11 regional banking offices in Dade, Broward and Palm
Beach counties. It also provides private banking services to high net worth
individuals in the region and provides trade financing through its International
Division in Miami.
Mellon will acquire United Bankshares, Inc., the parent company of
United National Bank, with a combination of Mellon's common stock and cash at
the election of United shareholders. Mellon's board of directors has authorized
the repurchase of up to a comparable number of shares of Mellon common stock.
Other terms of the agreement were not disclosed. The combined organization will
operate as a separate entity under the name Mellon United National Bank. Mellon
expects to retain all of United's approximately 310 employees. The transaction,
expected to close in the first quarter of 1998, is subject to regulatory
approvals and certain closing conditions.
-more-
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Mellon to Acquire United National Bank
Page 2
Nov. 24, 1997
"This acquisition is consistent with our growth strategy of joining
with high-quality organizations to meet the growing needs of businesses and
individuals in key markets," said Mellon Vice Chairman Martin G. McGuinn.
"United National Bank is well-known for its outstanding service, responsiveness
and commitment to customers as well as its superb management. We believe we can
build on those strengths with our broad array of products and services to grow
our combined presence in the rapidly growing South Florida market."
United was founded in 1978 by Howard R. Scharlin and Gerald Katcher,
who serves as chairman, chief executive officer and president. "Joining with
Mellon means that we will be able to provide investment and trust management
products and other expanded capabilities to our customers while maintaining the
close personal relationships and the flexibility that our customers value," said
Katcher. "Mellon's customer-oriented business approach and long tradition of
quality make it the perfect partner for our Bank."
United National Bank is the principal subsidiary of United Bankshares,
Inc., a closely held private bank holding company headquartered in Miami. It
provides a full range of commercial banking products and services to business
and professional sectors in South Florida, and operates 11 banking centers in
Dade, Broward and Palm Beach counties.
A broad-based financial services company with a bank at its core,
Mellon Bank Corporation ranks among the nation's largest bank holding companies
in market capitalization. With approximately $1.8 trillion of assets under
management or administration, Mellon provides a full range of banking,
investment and trust products and services to individuals and small, midsize and
large businesses and institutions. Its mutual fund company, The Dreyfus
Corporation, places Mellon as the leading bank manager of mutual funds.
Headquartered in Pittsburgh, Mellon's principal subsidiary is Mellon Bank, N.A.
Media Advisory: Martin G. McGuinn, Mellon vice chairman, and Gerald Katcher,
United National Bank chairman, CEO and president, will be available to speak to
reporters between 10 and 11:30 a.m. EST today. Call Steve Dishart at (305) 358-
4333 to schedule an interview.
- more -
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Mellon to Acquire United National Bank
Page 3
Nov. 24, 1997
Press releases and other information about Mellon Bank Corporation and
its products and services are available at http://www.mellon.com on the
Internet. For Mellon press releases by fax, call 1 800 758-5804, identification
number 552187.
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