SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
AMENDMENT NO. 2
MELLON BANK CORPORATION
______________________________________________________________________________
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.50 PER SHARE
______________________________________________________________________________
(Title of Class of Securities)
585509 10 2
______________________________________________________________________________
(CUSIP Number)
ERIC S. ROBINSON, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1220
______________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JANUARY 22, 1997
______________________________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with this statement [X]. (A
fee is not required only if the reporting person: (1) has a previous state-
ment on file reporting beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed no amendment subse-
quent thereto reporting beneficial ownership of less than five percent of such
class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page should be filled out for a reporting per-
son's initial filing on this form with respect to the subject class of securi-
ties, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).<PAGE>
CUSIP NO. 585509 10 2
SCHEDULE 13D
1. NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus Capital Company, L.P.
06-1183391
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS
Other
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7. SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 11,015,266
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 0
10. SHARED DISPOSITIVE POWER
11,015,266
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,015,266 Shares of Common Stock.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5%.
14. TYPE OF REPORTING PERSON
PN<PAGE>
CUSIP NO. 585509 10 2
SCHEDULE 13D
1. NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
E.M. Warburg, Pincus & Co., LLC
13-3536050
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York limited liability company
NUMBER OF 7. SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 11,015,266
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 0
10. SHARED DISPOSITIVE POWER
11,015,266
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,015,266 Shares of Common Stock.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5%.
14. TYPE OF REPORTING PERSON
00<PAGE>
CUSIP NO. 585509 10 2
SCHEDULE 13D
1. NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus & Co.
13-6358475
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7. SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 11,094,231
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 0
10. SHARED DISPOSITIVE POWER
11,094,231
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,094,231 Shares of Common Stock.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.6%.
14. TYPE OF REPORTING PERSON
PN<PAGE>
This Amendment No. 2 amends the Schedule 13D filed on
April 10, 1990, as amended on July 12, 1990 (the "Schedule
13D") by Warburg, Pincus Capital Company, L.P., Warburg, Pincus
Capital Partners, L.P., E.M. Warburg, Pincus & Co., Inc.,
Warburg, Pincus Ventures, Inc. and Warburg, Pincus & Co.
relating to the Common Stock, par value $.50 per share (the
"Common Stock"), of Mellon Bank Corporation, a Pennsylvania
corporation. All capitalized terms not otherwise defined
herein shall have the meanings ascribed in the Schedule 13D.
1. The first and second paragraph of Item 2 of the
Schedule 13D is hereby deleted and the following is substituted
therefor:
This statement is being filed by (a) Warburg, Pincus
Capital Company, L.P., a Delaware limited partnership ("WPCC"),
which is engaged in making venture capital and related
investments; (b) E.M. Warburg, Pincus & Co., LLC, a New York
limited liability company ("EMW LLC"), which manages WPCC; and
(c) Warburg, Pincus & Co., a New York general partnership
("WP"), the sole general partner of WPCC. WP, as the sole
general partner of WPCC, has a 20% interest in the profits of
WPCC. Lionel I. Pincus is the managing partner of WP and the
managing member of EMW LLC and may be deemed to control both WP
and EMW LLC. Mr. Pincus and, in his absence, John L.
Vogelstein, a Managing Director and a member of EMW LLC and a
general partner of WP, serve as the representative of WPCC who
is entitled to attend all meetings of the Board of Directors of<PAGE>
the Company and the committees of the Board of Directors in an
observer capacity. See Item 6. The business address of each
of the foregoing is 466 Lexington Avenue, New York, New York
10017. WPCC, WP and EMW LLC are hereinafter collectively
referred to as the "Reporting Entities."
Schedule I attached hereto sets forth certain additional
information with respect to each managing director and member
of EMW LLC and each general partner of WP and WPCC.
2. Item 5 of the Schedule 13D is hereby deleted and the
following is substituted therefor:
WPCC owns 11,015,266 shares of Common Stock, constituting
8.5% of the outstanding shares of Common Stock as of
September 30, 1996.
On January 22, 1997, WP received 280,965 shares of Common
Stock in a distribution by Warburg, Pincus Capital Partners,
L.P., a Delaware limited partnership ("WPCP"), of all 2,074,270
of WPCP's shares of Common Stock to the partners of WPCP. WP
immediately distributed 202,000 of the shares of Common Stock
it received to the partners of WP, including 400 shares to
Lionel I. Pincus and 30,000 shares to John L. Vogelstein. WP
may be deemed to own beneficially 11,094,231 shares of Common
Stock, constituting approximately 8.6% of the outstanding
shares of Common Stock, including the shares owned by WPCC.
EMW LLC may be deemed to own beneficially 11,015,266 shares of
-2-<PAGE>
Common Stock, constituting approximately 8.5% of the
outstanding shares of Common Stock, owned by WPCC.
-3-<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
WARBURG, PINCUS CAPITAL COMPANY, L.P.
By: WARBURG, PINCUS & CO.,
General Partner
By: /s/ Stephen Distler
Stephen Distler
Partner
E. M. WARBURG, PINCUS & CO., LLC
By: /s/ Stephen Distler
Stephen Distler
Treasurer and Managing Director
WARBURG, PINCUS & CO.
By: /s/ Stephen Distler
Stephen Distler
Partner
Dated: January 24, 1997
-4-<PAGE>
SCHEDULE I
Set forth below is the name, position and present
principal occupation of each of the managing directors and
members of E. M. Warburg, Pincus & Co., LLC ("EMW LLC") and of
each of the general partners of Warburg, Pincus Capital Company
L.P. ("WPCC") and Warburg, Pincus & Co. ("WP"). EMW LLC, WPCC
and WP are hereinafter collectively referred to as the
"Reporting Entities". Except as otherwise indicated, the
business address of each of such persons is 466 Lexington
Avenue, New York, New York 10017, and each of such persons is a
citizen of the United States.
Managing Directors and Members
of E. M. Warburg, Pincus & Co., LLC
Present Principal Occupation
in Addition to Position with
EMW LLC, if any, and Positions
Name and Position with the Reporting Entities
Lionel I. Pincus, Chairman Managing Partner, WP, and
of the Board and Chief Managing Partner, Pincus & Co.
Executive Officer (See Partners of WP.)
John L. Vogelstein, Vice Partner, WP
Chairman of the Board
John L. Furth, Vice Chairman Partner, WP
of the Board
Harold Brown, Partner, WP
Senior Managing Director
Rodman W. Moorhead III, Partner, WP
Senior Managing Director
Susan Black, Partner, WP
Managing Director
Christopher W. Brody, Partner, WP
Managing Director
Dale C. Christensen,*
Managing Director
_____________________
* Citizen of Canada.
-5-<PAGE>
Errol M. Cook, Partner, WP
Managing Director
W. Bowman Cutter, Partner, WP
Managing Director
Elizabeth B. Dater, Partner, WP
Managing Director
Stephen Distler, Partner, WP
Managing Director
and Treasurer
Paul Nicholas Edwards, Partner, WP
Managing Director
Harold W. Ehrlich, Partner, WP
Managing Director
Louis G. Elson, Partner, WP
Managing Director
Stewart K.P. Gross, Partner, WP
Managing Director
Patrick T. Hackett, Partner, WP
Managing Director
Jeffrey A. Harris, Partner, WP
Managing Director
Robert S. Hillas, Partner, WP
Managing Director
A. Michael Hoffman, Partner, WP
Managing Director
William H. Janeway, Partner, WP
Managing Director
Douglas M. Karp, Partner, WP
Managing Director
Charles R. Kaye, Partner, WP
Managing Director
Richard H. King,*
Managing Director
_____________________
* Citizen of United Kingdom.
-6-<PAGE>
Henry Kressel, Partner, WP
Managing Director
Joseph P. Landy, Partner, WP
Managing Director
Sidney Lapidus, Partner, WP
Managing Director
Kewsong Lee, Partner, WP
Managing Director
Reuben S. Leibowitz, Partner, WP
Managing Director
Brady T. Lipp, Partner, WP
Managing Director
Stephen J. Lurito, Partner, WP
Managing Director
Spencer S. Marsh III, Partner, WP
Managing Director
Lynn S. Martin, Partner, WP
Managing Director
Edward J. McKinley, Partner, WP
Managing Director
Howard H. Newman, Partner, WP
Managing Director
Gary D. Nusbaum, Partner, WP
Managing Director
Anthony G. Orphanos, Partner, WP
Managing Director
Dalip Pathak, Partner, WP
Managing Director
Philip C. Percival,*
Managing Director
Daphne D. Philipson, Partner, WP
Managing Director
_____________________
* Citizen of United Kingdom.
-7-<PAGE>
Eugene L. Podsiadlo, Partner, WP
Managing Director
Ernest H. Pomerantz, Partner, WP
Managing Director
Brian S. Posner, Partner, WP
Managing Director
Arnold M. Reichman, Partner, WP
Managing Director
Roger Reinlieb, Partner, WP
Managing Director
John D. Santoleri, Partner, WP
Managing Director
Sheila N. Scott, Partner, WP
Managing Director
Dominic H. Shorthouse,*
Managing Director
Peter Stalker III, Partner, WP
Managing Director
Chang Q. Sun,**
Managing Director
David A. Tanner, Partner, WP
Managing Director
James E. Thomas, Partner, WP
Managing Director
Elizabeth H. Weatherman, Partner, WP
Managing Director
Joanne R. Wenig, Partner, WP
Managing Director
George U. Wyper, Partner, WP
Managing Director
_____________________
* Citizen of United Kingdom.
** Citizen of People's Republic of China.
-8-<PAGE>
General Partners of
Warburg, Pincus & Co.
Present Principal Occupation
in Addition to Position with
Warburg, Pincus & Co. and
Positions with the Reporting
Name Entities
Susan Black (See Managing Directors and
Members of EMW LLC.)
Christopher W. Brody (See Managing Directors and
Members of EMW LLC.)
Harold Brown (See Managing Directors and
Members of EMW LLC.)
Errol M. Cook (See Managing Directors and
Members of EMW LLC.)
W. Bowman Cutter (See Managing Directors and
Members of EMW LLC.)
Elizabeth B. Dater (See Managing Directors and
Members of EMW LLC.)
Stephen Distler (See Managing Directors and
Members of EMW LLC.)
Paul Nicholas Edwards (See Managing Directors and
Members of EMW LLC.)
Harold W. Ehrlich (See Managing Directors and
Members of EMW LLC.)
Louis G. Elson (See Managing Directors and
Members of EMW LLC.)
John L. Furth (See Managing Directors and
Members of EMW LLC.)
Stewart K.P. Gross (See Managing Directors and
Members of EMW LLC.)
Patrick T. Hackett (See Managing Directors and
Members of EMW LLC.)
Jeffrey A. Harris (See Managing Directors and
Members of EMW LLC.)
Robert S. Hillas (See Managing Directors and
Members of EMW LLC.)
-9-<PAGE>
A. Michael Hoffman (See Managing Directors and
Members of EMW LLC.)
William H. Janeway (See Managing Directors and
Members of EMW LLC.)
Douglas M. Karp (See Managing Directors and
Members of EMW LLC.)
Charles R. Kaye (See Managing Directors and
Members of EMW LLC.)
Henry Kressel (See Managing Directors and
Members of EMW LLC.)
Joseph P. Landy (See Managing Directors and
Members of EMW LLC.)
Sidney Lapidus (See Managing Directors and
Members of EMW LLC.)
Kewsong Lee (See Managing Directors and
Members of EMW LLC.)
Reuben S. Leibowitz (See Managing Directors and
Members of EMW LLC.)
Brady T. Lipp (See Managing Directors and
Members of EMW LLC.)
Stephen J. Lurito (See Managing Directors and
Members of EMW LLC.)
Spencer S. Marsh III (See Managing Directors and
Members of EMW LLC.)
Lynn C. Martin (See Managing Directors and
Members of EMW LLC.)
Edward J. McKinley (See Managing Directors and
Members of EMW LLC.)
Rodman W. Moorhead III (See Managing Directors and
Members of EMW LLC.)
Howard H. Newman (See Managing Directors and
Members of EMW LLC.)
Gary D. Nusbaum (See Managing Directors and
Members of EMW LLC.)
Anthony G. Orphanos (See Managing Directors and
Members of EMW LLC.)
-10-<PAGE>
Dalip Pathak (See Managing Directors and
Members of EMW LLC.)
Daphne D. Philipson (See Managing Directors and
Members of EMW LLC.)
Lionel I. Pincus (See Managing Directors and
Members of EMW LLC.)
Eugene L. Podsiadlo (See Managing Directors and
Members of EMW LLC.)
Ernest H. Pomerantz (See Managing Directors and
Members of EMW LLC.)
Brian S. Posner (See Managing Directors and
Members of EMW LLC.)
Arnold M. Reichman (See Managing Directors and
Members of EMW LLC.)
Roger Reinlieb (See Managing Directors and
Members of EMW LLC.)
John D. Santoleri (See Managing Directors and
Members of EMW LLC.)
Sheila N. Scott (See Managing Directors and
Members of EMW LLC.)
Peter Stalker III (See Managing Directors and
Members of EMW LLC.)
David A. Tanner (See Managing Directors and
Members of EMW LLC.)
James E. Thomas (See Managing Directors and
Members of EMW LLC.)
John L. Vogelstein (See Managing Directors and
Members of EMW LLC.)
Elizabeth H. Weatherman (See Managing Directors and
Members of EMW LLC.)
Joanne R. Wenig (See Managing Directors and
Members of EMW LLC.)
George U. Wyper (See Managing Directors and
Members of EMW LLC.)
-11-<PAGE>
Pincus & Co.*
NL & Co.*
General Partner of
Warburg, Pincus Capital Company, L.P.
Warburg, Pincus & Co. (See General Partners of WP.)
_____________________
* New York limited partnership; primary activity is
ownership of partnership interest in WP.
-12-
