<PAGE>
As filed with the Securities and Exchange Commission on October [ ], 1997
Registration Statement No. 333- [ ]
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MELLON BANK CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1233834
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Mellon Bank Center
500 Grant Street
Pittsburgh, Pennsylvania 15258-0001
(412) 234-5000
(Address of registrant's principal executive offices) (Telephone Number)
Carl Krasik, Esq.
Associate General Counsel and Secretary
Mellon Bank Corporation
One Mellon Bank Center
500 Grant Street
Pittsburgh, Pennsylvania 15258
(412) 234-5222
(Name, address and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this 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, please check the following box. [X]
If this Form is registering additional securities 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 of 1933, check the following box and list the Securities Act
registration statement 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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Title of each Proposed Proposed
class of Amount maximum maximum Amount of
securities to to be offering price aggregate registration
be registered registered per share offering price fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 4,000,000 $52.0625 $208,250,000 $63,107
($.50 par value) (1) shares (2) (3) (3)
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes stock purchase rights. Prior to the occurrence of certain events,
these rights will not be exercisable or evidenced separately from the
Common Stock. This Registration Statement also relates to 325,000 shares of
Common Stock previously registered (Registration No. 33-48486) under the
Securities Act of 1933 for which a registration fee has previously been
paid.
(2) If, prior to the completion of the distribution of the Common Stock covered
by this Registration Statement, additional shares of Common Stock are
issued or issuable as a result of a stock split or stock dividend, this
Registration Statement shall be deemed to cover such additional shares
resulting from the stock split or stock dividend pursuant to Rule 416.
(3) Calculated based upon the average of the high and low prices on October 15,
1997, as reported in the consolidated reporting system and published in The
Wall Street Journal, in accordance with Rule 457(c).
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus which is a part of this Registration Statement includes all the
information currently required in a prospectus relating to the securities
covered by Registration Statement No. 33-48486 of Mellon Bank Corporation.
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 the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a),
may determine.
------------------------
<PAGE>
[LOGO] MELLON BANK CORPORATION
DIRECT STOCK PURCHASE
AND
DIVIDEND REINVESTMENT PLAN
PROSPECTUS
November 1, 1997
<PAGE>
TABLE OF CONTENTS
Mellon Bank Corporation Direct Stock Purchase and
Dividend Reinvestment Plan . . . . . . . . . . . . . . . . . . . 3
Mellon Bank Corporation . . . . . . . . . . . . . . . . . . . . . 3
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Inquiries . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Enrollment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Investment Options . . . . . . . . . . . . . . . . . . . . . . . . 6
Purchasing Shares through the Plan . . . . . . . . . . . . . . . . 8
Selling Shares through the Plan . . . . . . . . . . . . . . . . . 9
Safekeeping of Your Stock Certificates and Book Entry . . . . . . 10
Gifts or Transfers of Shares . . . . . . . . . . . . . . . . . . 10
Issuance of Certificates . . . . . . . . . . . . . . . . . . . . 11
Plan Service Fees . . . . . . . . . . . . . . . . . . . . . . . . 12
Tracking Your Investments . . . . . . . . . . . . . . . . . . . . 13
U.S. Federal Income Taxation . . . . . . . . . . . . . . . . . . 13
Available Information . . . . . . . . . . . . . . . . . . . . . . 14
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Stock Splits, Stock Dividends and Other Distributions . . . 15
Voting of Proxies . . . . . . . . . . . . . . . . . . . . . 15
Responsibility of Administrator and Mellon . . . . . . . . . 15
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . 16
Plan Modification or Termination . . . . . . . . . . . . . . 16
Change of Eligibility; Termination . . . . . . . . . . . . . 16
Foreign Participation . . . . . . . . . . . . . . . . . . . 16
Independent Public Accountants . . . . . . . . . . . . . . . 16
2
<PAGE>
MELLON BANK CORPORATION
DIRECT STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
This prospectus describes the Mellon Bank Corporation Direct Stock Purchase and
Dividend Reinvestment Plan. Mellon wanted to amend its currently existing
Dividend Reinvestment and Common Stock Purchase Plan to modernize it and provide
new, enhanced features, and the Plan is the result of that effort. The Plan
promotes long-term ownership in Mellon Bank Corporation by offering:
. A simple, cost-effective method for you to purchase shares of common stock
directly from Mellon;
. A way to increase your Mellon holdings by reinvesting your cash dividends;
and
. The opportunity for you to purchase additional shares of Mellon common stock
by making optional cash investments.
You do not have to be a current Mellon shareholder to participate in the Plan.
You can purchase your first shares of Mellon common stock through the Plan by
making an initial investment of $500 or more, including an enrollment fee of
$6.00. If you currently participate in Mellon's Dividend Reinvestment and
Common Stock Purchase Plan, you are automatically enrolled in the Plan.
MELLON BANK CORPORATION
Mellon Bank Corporation is a major financial services company headquartered in
Pittsburgh, Pennsylvania, which engages principally in two core businesses,
banking services and investment management:
. Mellon's banking services businesses provide financial services to consumers,
small business and private banking customers in the mid-Atlantic region,
credit card and mortgage services nationally; and products in
corporate/institutional banking, international banking, middle market
banking, asset-based lending, leasing, real estate finance, capital
markets/venture capital and insurance premium finance for corporations and
institutions.
. Mellon's investment management businesses provide trust and investment
products and private asset management for consumers; and master trust, global
custody of foreign securities, foreign exchange, securities lending, cash
management and investment
3
<PAGE>
management for corporations and institutions.
Mellon's mutual fund business is The Dreyfus Corporation.
Mellon Bank, N.A., Mellon's principal banking subsidiary, was founded in 1869 as
T. Mellon and Sons' Bank. Mellon's principal executive offices are located at
One Mellon Bank Center, Pittsburgh, Pennsylvania 15258-0001, telephone number
(412) 234-5000.
Neither the Securities and Exchange Commission nor any state securities
regulators has approved or disapproved these securities or has determined if
this prospectus is accurate or adequate. Any representation to the contrary is
a criminal offense.
Securities purchased or held under the terms of the Plan are not insured by the
FDIC or SIPC and may lose value. There is no bank guarantee attached to such
securities.
SUMMARY
- -> ENROLLMENT:
. New shareholders can join the Plan by making an initial investment of at
least $500, including an enrollment fee of $6.00 and a trading fee of $.12
per share if the shares are purchased for you in the open market. You can pay
by check or have your payment automatically withdrawn from your bank account
in 10 monthly installments of $100 (a minimum of $1,000).
. Shareholders currently enrolled in Mellon's Dividend Reinvestment and Common
Stock Purchase Plan are automatically enrolled in the Plan. No action or fee
payment is required if you are a current participant.
. Other existing Mellon shareholders can participate by submitting a completed
enrollment form. If your shares are held in a brokerage account, you may
participate directly by transferring registration of some or all of your
shares into your name and submitting an enrollment form. No fee payment is
required if you are already a Mellon shareholder.
- -> REINVESTMENT OF DIVIDENDS: You can reinvest all or a portion of your
cash dividends to purchase additional shares of Mellon common stock without
paying trading fees. In order to take advantage of the dividend reinvestment
option, you must reinvest the dividends on at least five shares.
- -> FULL INVESTMENT: Full investment of your dividends is possible because you
will be credited with both whole and fractional shares. Dividends are paid not
only on whole shares, but also proportionately on fractional shares.
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<PAGE>
- -> OPTIONAL CASH INVESTMENTS: After you are enrolled in the Plan, you can buy
additional shares of Mellon common stock without paying any fees. You can invest
a minimum of $100 up to $100,000 per calendar month. You can pay by check or
have your payment automatically withdrawn from your bank account.
- -> SAFEKEEPING OF CERTIFICATES: You can deposit your Mellon common stock
certificates with ChaseMellon Shareholder Services for safekeeping, at no cost
to you. A certificate for your shares will be sent to you, free of charge, upon
request. However, fractional shares will not be issued.
- -> GIFTS AND TRANSFERS OF SHARES: You can give or transfer your stock to others.
- -> SELL SHARES CONVENIENTLY: If you choose to sell your Mellon common stock held
in your Plan account, you will pay fees lower than those typically charged by
stockbrokers.
- -> TRACKING YOUR INVESTMENT: You will receive a statement or a notification
after each transaction you make under the Plan. Statements provide the details
of the transaction and show the share balance in your Plan account.
ADMINISTRATOR
The Chase Manhattan Bank has been designated by Mellon to administer the Plan
and act as Agent for the participants. The Chase Manhattan Bank has designated
its affiliates, ChaseMellon Shareholder Services, L.L.C. and Chase Securities
Inc., and other agents to perform certain services for the Plan. These
companies will purchase and hold shares of stock for Plan participants, keep
records, send statements, and perform other duties required by the Plan.
INQUIRIES: CHASEMELLON SHAREHOLDER SERVICES
For information about the Plan contact ChaseMellon Shareholder Services:
ChaseMellon Shareholder Services: 1-800-205-7699
Outside the United States call collect: (212) 946-7435
Internet: http://www.mellon.com
http://www.chasemellon.com
Written requests and notices should be mailed as follows:
Send Correspondence and all ChaseMellon Shareholder Services
requests except Optional Cash Investments to: P.O. Box 3338
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<PAGE>
Please include your daytime South Hackensack, N.J. 07606-1938
telephone number.
Send Optional Cash ChaseMellon Shareholder
Services
Investments to: Optional Cash Investments
Send check or money order payable to P.O. Box 382009
Mellon Bank Corporation in U.S. dollars Pittsburgh, PA 15250-8009
(please use transaction stub at
bottom of statement.)
ENROLLMENT
You are eligible to participate in the Plan if you meet the requirements
outlined below. If you live outside the United States, you should first
determine if there are any governmental regulations that would prohibit your
participation in the Plan.
- -> If you do not currently own any Mellon common stock, you can join the Plan
by making an initial investment of at least $500, but not more than $l00,000.
You can join the Plan by returning a completed Enrollment Form to ChaseMellon
Shareholder Services along with your check or money order payable to "Mellon
Bank Corporation". Alternatively, if you authorize monthly investments for a
minimum of 10 months, you can initiate your investments for a minimum of $100
per month, but not more than $100,000 per month. The Administrator will arrange
for the purchase of shares for your account but will not pay interest on amounts
held pending investment. A $6.00 enrollment fee and a trading fee of $.12 per
share (if the shares are purchased for you in the open market) will be deducted
from your initial payment. See "Purchasing Shares Through the Plan" on
page 8.
- -> If you already own Mellon common stock and shares are registered in your
name, you may join the Plan by returning a completed Enrollment Form to
ChaseMellon Shareholder Services. If you have been participating in the Mellon
Bank Corporation Dividend Reinvestment and Common Stock Purchase Plan, you will
be automatically enrolled in the Mellon Bank Corporation Direct Stock Purchase
and Dividend Reinvestment Plan and need not send in an Enrollment Form or take
any other action unless you want to make a change.
- -> If your shares are held in a brokerage account, and you wish to participate
directly in the Plan, you should direct your broker, bank or trustee to register
some or all of your Mellon common shares in your name. You can then join the
Plan by returning a completed Enrollment Form to ChaseMellon Shareholder
Services.
INVESTMENT OPTIONS
6
<PAGE>
Once enrolled in the Plan, you have the following choices:
- -> DIVIDEND REINVESTMENT: You can choose to reinvest all or a portion of the
cash dividends paid on your shares held in the Plan toward the purchase of
additional shares of Mellon common stock. To participate in the reinvestment
feature of the Plan, you must reinvest the dividend on a minimum of five shares.
If the number of shares on which dividends are reinvested falls below five
shares, you will receive a check for the full amount of the dividend. You can
change your election and dividend reinvestment options at any time by notifying
ChaseMellon Shareholder Services. For a particular dividend to be reinvested,
your notification must be received prior to the record date for the dividend.
Mellon's record date is normally on or about the last business day of January,
April, July and October. If you have any questions about the record date, please
call ChaseMellon Shareholder Services at 1-800-205-7699.
If you elect to reinvest your dividends, you must choose one of the
following when completing the Dividend Reinvestment section of the Enrollment
form.
Full Dividend Reinvestment: You may purchase additional shares of Mellon
common stock by reinvesting all of your cash dividends.
Partial Dividend Reinvestment: You may purchase additional shares of Mellon
common stock by reinvesting some of your dividends and receive the balance of
your dividends in cash. If you choose to reinvest less than all of your
dividends, you must specify the percent of shares on which dividends will be
reinvested
Deposit Cash Dividends Electronically: You can have your cash dividends
deposited directly into your bank account instead of receiving a check by mail.
This can be accomplished by completing the appropriate sections of the
Enrollment Form or by notifying ChaseMellon Shareholder Services. Direct Deposit
Authorization Forms will be acted upon as soon as practical after they are
received. You can change your designated bank account for direct deposit or
discontinue this feature by notifying ChaseMellon Shareholder Services.
If you do not elect to reinvest your dividends, all cash dividends will be paid
to you by check or electronic deposit, depending upon your election under the
Plan.
- -> OPTIONAL CASH INVESTMENTS: You can purchase additional shares of Mellon
common stock by using the Plan's optional cash investment feature. Optional cash
investment must be at least $100 and cannot exceed $l00,000 per month. Interest
will not be paid to you on amounts held pending investment.
By Check or Money Order: Optional investments can be made by check or money
order payable to Mellon Bank Corporation. Do not send cash. To facilitate
processing of your investment, please use the transaction stub located on the
bottom of your Plan account statement.
7
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Mail your check and transaction stub to the address specified on the statement.
You may not sell or withdraw shares purchased by check for a period of 15 days
from the receipt of the check. This limitation on withdrawal or sale may be
waived in individual cases by Mellon in its sole discretion.
By Automatic Withdrawal from a Bank Account: If you wish to make regular
monthly purchases, you can authorize an automatic monthly withdrawal from your
bank account. This feature enables you to make ongoing investments without
writing a check. For information on how to set up an automatic monthly
withdrawal from your bank account, contact ChaseMellon Shareholder Services.
Funds will be deducted from your account on the 15th day of each month. If
this date falls on a bank holiday or weekend, funds will be deducted on the next
business day. Please allow four to six weeks for the first automatic monthly
withdrawal to be initiated. You must notify ChaseMellon Shareholder Services in
writing to change or terminate automatic withdrawal.
A $25.00 fee will be assessed for a check or automatic monthly withdrawal
that is returned for insufficient funds.
PURCHASING SHARES THROUGH THE PLAN
- -> Purchase Intervals: The Administrator will make purchases for initial and
optional investments as promptly as practical, but at least once each week.
Purchases for reinvestment of dividends will be made on a quarterly basis and
extend over a number of days to meet the requirements of the Plan.
- -> Source and Pricing of Shares:
Source of shares: Mellon common stock used to meet the requirements of the
Plan will either be purchased in the open market by the Administrator or issued
directly by Mellon from authorized but unissued shares or treasury shares.
Mellon intends to use the proceeds from any newly issued shares or treasury
shares for general corporate purposes.
Shares purchased in the open market: If the shares are purchased in the open
market, the price per share will be the weighted average purchase price of
shares purchased to satisfy Plan requirements. All fractional shares are
calculated to four decimals and are credited to your account. Except on initial
investments, trading fees incurred by the Plan for purchases will be paid by
Mellon and will be reported to you as taxable income. A trading fee of $.12 per
share will be charged on initial investments.
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Shares purchased from Mellon: If the shares are purchased from Mellon for
initial and optional investments, your price per share will be the average of
the daily high and low sale prices quoted on the New York Stock Exchange (NYSE)
Composite Transactions listing for the three day period preceding the date the
shares are purchased. If the shares are purchased from Mellon for quarterly
reinvestment of dividends, your price per share will be the average of the daily
high and low sale prices quoted on the NYSE Composite Transactions listing for
the three day period preceding the dividend payment date. If there is no trading
of Mellon common stock on the NYSE for a substantial period of time during the
pricing period, then the price per share will be determined by Mellon on the
basis of such market quotations as it considers appropriate.
- -> Timing and control: Because the Administrator will be the purchasing party
on behalf of the Plan, neither Mellon nor any participant in the Plan has the
authority or power to control either the timing or pricing of shares purchased
or the selection of the broker/dealer making the purchases. Therefore, you will
not be able to precisely time purchases and will bear the market risk associated
with fluctuations in the price of Mellon's common stock. That is, if you send in
an initial or optional investment, it is possible that the market price of
Mellon's common stock could go up or down before the Administrator purchases
stock with your funds. In addition, you will not earn interest on initial or
optional investments for the period before the shares are purchased.
Mellon engages in repurchases of its common stock from time to time for
various corporate purposes. Such repurchases may occur during pricing periods.
SELLING SHARES THROUGH THE PLAN
You can sell any number of shares held in your Plan account, or in book entry
form, by notifying ChaseMellon Shareholder Services. Sales will be made by the
Administrator at least weekly, but may be made more frequently if volume
dictates. The sale price for shares sold will be the weighted average price of
shares sold during that period. You will receive the proceeds of the sale less
a $15.00 sales transaction fee, a trading fee, and any required tax
withholdings. See "Plan Service Fees" on page 12.
You can choose to sell your shares through a stockbroker of your choice, in
which case you should request ChaseMellon Shareholder Services to either
transfer or issue a certificate for your shares. See "Issuance of Certificates"
on page 11.
Please note that if your total holdings fall below one share, the Administrator
will liquidate the fractional share, remit the proceeds to you, less any
applicable fees, and close your Plan account.
Timing and control: Neither Mellon nor any participant in the Plan
has the authority or power to control the timing or pricing of shares sold or
the selection of the broker/dealer making the sale. Therefore, you will not be
able to precisely time sales and will bear the market risk
9
<PAGE>
associated with fluctuations in the price of Mellon's common stock. That is, if
you send in a sell request it is possible that the market price of Mellon common
stock could go up or down before the Administrator sells your shares.
SAFEKEEPING OF YOUR STOCK CERTIFICATES AND BOOK ENTRY
Shares of Mellon common stock that you buy under the Plan will be maintained in
your Plan account for safekeeping in book entry form. You will receive a
periodic statement detailing the status of your holdings. For more information,
see "Tracking Your Investments" on page 13.
Any Mellon shareholder may use the Plan's safekeeping service to deposit their
Mellon common stock certificates at no cost. Safekeeping is beneficial because
you no longer bear the risk and cost associated with the loss, theft, or
destruction of stock certificates. With safekeeping, you retain the option of
receiving cash dividends or reinvesting your dividends (provided that you
reinvest the dividends on a minimum of five shares) or taking advantage of the
sale of shares feature of the Plan. Certificates will be issued only upon
written request to ChaseMellon Shareholder Services.
To use the safekeeping service, send your certificates to ChaseMellon
Shareholder Services by registered mail with written instructions to deposit
them in safekeeping. Certificates forwarded to ChaseMellon Shareholder Services
by registered mail will automatically be covered by an Administrator blanket
bond up to the first $100,000 of value. The certificates should not be endorsed
and the assignment section should not be completed.
GIFTS OR TRANSFERS OF SHARES
You can give or transfer Mellon common shares to anyone you choose by:
- -> Making a minimum initial $500 cash investment to establish an account in the
recipient's name;
- -> Submitting an optional cash investment on behalf of an existing shareholder
in the Plan in an amount not less than $100 nor more than $100,000; or
- -> Transferring shares from your account to the recipient.
Transfers must be made in whole shares unless you transfer your entire account.
Shares can be transferred to new or existing shareholders. If a request
regarding the "partial sale/transfer the balance" or "transfer all shares" in a
Plan account reinvesting the dividends is received between the ex-dividend and
the dividend record date, the processing of your request may be held until
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after your account is credited with the reinvested dividends. This hold period
could be as long as four weeks.
All accounts opened will be automatically enrolled in full dividend
reinvestment, provided there is a minimum of five shares transferred. New
participants, at their discretion, may elect another option.
Signatures must be guaranteed by a financial institution participating in the
Medallion Guarantee program. The Medallion Guarantee program ensures that the
individual signing the authorization papers or certificate(s) is in fact the
registered owner(s) as it appears on the stock certificate(s) or stock power.
You should contact your bank or broker for more information regarding the
Medallion Guarantee program.
If you need additional assistance, please call ChaseMellon Shareholder Services
at 1-800-205-7699.
ISSUANCE OF CERTIFICATES
You can withdraw all or some of the shares from your Plan account by notifying
ChaseMellon Shareholder Services.
Certificates will be issued for whole shares only. In the event your request
involves a fractional share, a check (less any applicable fees) for the value of
the fractional share will be mailed to you. You should receive your certificate
within two to three weeks of mailing your request.
Certificates will be issued in the name(s) in which the account is registered,
unless otherwise instructed. If the certificate is issued in a name(s) other
than your Plan account registration, the signature(s) on the instructions or
stock power must be guaranteed by a financial institution participating in the
Medallion Guarantee program, as previously described.
11
<PAGE>
PLAN SERVICE FEES
<TABLE>
<CAPTION>
<S> <C>
Enrollment Fee for new investors $6.00 per account enrollment
Initial Purchase of Shares
Direct issuance No Charge
Open market purchase $.12 per share
Sales of Shares (partial or full)
Transaction Fee $15.00 per sale transaction
Trading Fee $.12 per share
Reinvestment of Dividends No Charge
Optional Cash Investments via check or automatic
investment No Charge
Gift or Transfer of Shares No Charge
Safekeeping of Stock Certificates No Charge
Certificate Issuance No Charge
Returned checks or rejected automatic investments $25.00 per item
Duplicate Statements
Current year No Charge
Prior year(s) $20.00 per year requested
</TABLE>
The Administrator will deduct the applicable fees from either the initial
investment or proceeds from a sale.
12
<PAGE>
TRACKING YOUR INVESTMENTS
If you participate in dividend reinvestment, you will receive a quarterly
statement showing all transactions (shares, amounts invested, purchase prices)
for your account including year-to-date and other account information.
Supplemental statements or notices will be sent when you make an initial or
optional cash investment or a deposit, transfer or withdrawal of shares.
If you do not participate in dividend reinvestment, you will receive a statement
or notice confirming any transactions you make. If you continue to be enrolled
in the Plan, but have no transactions, you will receive an annual statement of
your holdings.
Please retain your statements to establish the cost basis of shares purchased
under the Plan for income tax and other purposes.
You should notify ChaseMellon Shareholder Services promptly of any change in
address since all notices, statements and reports will be mailed to your address
of record. You will not be permitted to sell or withdraw shares from the Plan
for a period of 15 calendar days following a change in address. This limitation
on withdrawal or sale may be waived in individual cases by Mellon in its sole
discretion.
U.S. FEDERAL INCOME TAX INFORMATION
The following is a summary of the general U.S. Federal income tax consequences
for individuals participating in the Plan. This summary is not a comprehensive
summary of all of the U.S. Federal income tax considerations that may be
relevant to a participant in the Plan. Therefore, you are urged to consult your
tax advisor regarding the consequences of participation in the Plan (including,
without limitation, state income tax consequences of participating in the Plan).
Reinvested Dividends and Plan Expenses: Cash dividends reinvested under the
Plan will be taxable as having been received by you even though you have not
actually received them in cash. You will receive an annual statement from the
Administrator indicating the amount of reinvested dividends reported to the IRS
as dividend income. This statement will also report as taxable income any
trading fees paid by Mellon on your behalf for purchases of shares.
You should not be treated as receiving an additional taxable distribution
relating to your pro rata share of those fees of the Administrator or other
costs of administering the Plan which are paid by Mellon. There is no
assurance, however, that the IRS will concur with this position. Mellon does
not currently intend to seek formal advice from the IRS on this issue.
Transfer of Shares: You will not realize gain or loss for U.S. Federal
income tax purposes upon the transfer of shares to the Plan or the withdrawal of
whole shares from the Plan.
13
<PAGE>
You will, however, generally realize gain or loss upon the sale of shares
(including the receipt of cash for fractional shares) held in the Plan.
Withholding: Plan participants who are non-resident aliens or non-U.S.
corporations, partnerships or other entities generally are subject to a
withholding tax on dividends paid on shares held in the Plan. The Administrator
is required to withhold from dividends paid the appropriate amount determined in
accordance with U.S. Treasury regulations. Any applicable withholding tax may be
determined by treaty between the U.S. and the country in which such participant
resides. Accordingly, the amount of any dividends, net of the applicable
withholding tax, will be credited to participant Plan accounts for the
investment in additional Mellon common stock.
AVAILABLE INFORMATION
Mellon files annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or
other information Mellon files at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC
at l-800-SEC-0330 for further information on the public reference rooms. Mellon
filings with the SEC are also available to the public from commercial document
retrieval services, on Mellon's website at "http://www.mellon.com", and at the
website maintained by the SEC at "http://www.sec.gov."
The SEC allows Mellon to "incorporate by reference" the information it files
with the SEC, which means that Mellon can disclose important information to you
by referring you to those documents. The information incorporated by reference
is considered to be part of this prospectus, and later information filed with
the SEC will update and supersede this information. Mellon incorporates by
reference the documents listed below and any future filings made with the SEC
under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of l934
until the offering is completed.
(a) Annual Report on Form 10-K for the year ended December 31, l996.
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997 and
June 30, 1997.
(c) The description of the common stock set forth in Mellon's Registration
Statement on Form 8-A, dated June 10, 1981, filed pursuant to Section 12(b)
of the Exchange Act, including any reports updating such description.
(d) The description of the stock purchase rights set forth in Mellon's
Registration Statement on Form 8-A, dated October 29, 1996, filed pursuant
to Section 12(b) of the Exchange Act, including any reports updating such
description.
14
<PAGE>
Mellon will provide without charge to each person to whom a copy of this
prospectus is delivered on the request of any such person, a copy of any or all
of the documents incorporated herein by reference (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference in
such documents). Written requests for such copies should be directed to the
Secretary of Mellon, 1820 One Mellon Bank Center, Pittsburgh, Pennsylvania
15258-0001. Telephone requests for copies may be directed to: 1-800-205-7699.
You should rely only on the information incorporated by reference or provided in
this prospectus or any prospectus supplement. Mellon has not authorized anyone
to provide you with different or additional information. Mellon is not making
an offer to sell any stock in any state or country where the offer is not
permitted. You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of the document.
MISCELLANEOUS
Stock Splits, Stock Dividends and Other Distributions
In the event dividends are paid in Mellon common stock, or if Mellon common
stock is distributed in connection with any stock split or similar transaction,
your account will be adjusted to reflect the receipt of the common stock so paid
or distributed. In the event that stock rights issued by Mellon are redeemed,
the funds received will be invested in additional shares of Mellon's common
stock or paid directly to you, depending on your election under the Plan.
Voting of Proxies
You will be sent proxy materials including a proxy card representing both the
shares for which you hold certificates and the shares, full and fractional, in
your Plan account. The proxy will be voted as indicated by you. If the proxy
card is not returned or if it is returned unsigned, none of your shares will be
voted.
Responsibility of Administrator and Mellon
Neither Mellon nor the Administrator will be liable for any act they do in good
faith or for any good faith omission to act. This includes, without limitation,
any claims of liability as follows:
. arising out of failure to terminate your account upon your death prior to
receiving written notice of such death;
. with respect to the prices at which shares are purchased or sold for your
Plan account, or in book entry form, and the times when such purchases or
sales are made; and
. for any fluctuation in the market value after purchase or sale of shares.
15
<PAGE>
Although the Plan contemplates the continuation of quarterly dividend payments,
the payment of dividends is at the discretion of Mellon's Board of Directors and
will depend upon future earnings, the financial condition of Mellon and other
factors.
Neither Mellon nor the Administrator can assure you a profit or protect you
against a loss on the shares you purchase under the Plan.
Legal Matters
Carl Krasik, Associate General Counsel and Secretary of Mellon Bank Corporation,
has given his opinion regarding the validity of the common stock covered by this
Prospectus. On September 30, 1997, Mr. Krasik owned 594 shares of Mellon's
common stock and held 10,250 options, issued under Mellon's Long-Term Profit
Incentive Plan, to purchase Mellon's common stock.
Plan Modification or Termination
Mellon reserves the right to suspend, modify or terminate the Plan at any time.
You will receive notice of any such suspension, modification or termination.
Mellon and the Administrator also reserve the right to change any administrative
procedure of the Plan.
Change of Eligibility; Termination
Mellon reserves the right to deny, suspend or terminate participation by a
shareholder who is using the Plan for purposes inconsistent with the intended
purpose of the Plan. In such event, the Administrator will notify you in
writing and will continue to safekeep your shares but will no longer accept
optional cash investments from you or reinvest your dividends. ChaseMellon
Shareholder Services will issue a certificate to you upon written request.
Foreign Participation
If you live outside of the United States, you should first determine if there
are any laws or governmental regulations that would prohibit your participation
in the Plan. Mellon reserves the right to terminate participation of any
shareholder if it deems it advisable under any foreign law or regulations.
Independent Public Accountants
The financial statements of Mellon Bank Corporation incorporated by reference
from the 1996 Annual Report on Form 10-K in this prospectus have been audited by
KPMG Peat Marwick LLP, independent public accountants, as indicated in their
report with respect thereto, and are included in this prospectus in reliance
upon the authority of said firm as experts in accounting and auditing.
16
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<CAPTION>
<S> <C>
Registration fee................. $63,107
Printing and engraving expenses.. 7,500
-------
Accountants' fees................ 3,500
-------
Legal fees and expenses.......... 6,000
-------
Blue sky fees and expenses....... 1,000
-------
Miscellaneous expenses........... 5,000
-------
Total............................ $86,107*
-------
</TABLE>
*Total expenses exclude an estimated $33,000 of annual recurring costs
for the operation of the Plan.
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
1. Pennsylvania Business Corporation Law. Sections 1741 and 1742 of the
PBCL provide that a business corporation shall have the power to indemnify any
person who was or is a party, or is threatened to be made a party, to any
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such proceeding, if such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. In the case of an action by or in
the right of the corporation, such indemnification is limited to expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person has been adjudged to be liable to the corporation unless, and
only to the extent that, a court determines upon application that, despite the
adjudication of liability but in view of all the circumstances, such person is
fairly and reasonably entitled to indemnity for the expenses that the court
deems proper.
PBCL Section 1744 provides that, unless ordered by a court, any
indemnification referred to above shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification is
proper in the circumstances because the indemnitee has met the applicable
standard of conduct. Such determination shall be made:
(1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to the proceeding; or
(2) if such a quorum is not obtainable, or if obtainable and a majority
vote of a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion; or
(3) by the shareholders.
Notwithstanding the above, PBCL Section 1743 provides that to the extent
that a director, officer, employee or agent of a business corporation is
successful on the merits or otherwise in defense of any proceeding
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<PAGE>
referred to above, or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith.
PBCL Section 1745 provides that expenses (including attorneys' fees)
incurred by an officer, director, employee or agent of a business corporation in
defending any proceeding may be paid by the corporation in advance of the final
disposition of the proceeding upon receipt of an undertaking to repay the amount
advanced if it is ultimately determined that the indemnitee is not entitled to
be indemnified by the corporation.
PBCL Section 1746 provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, the foregoing provisions is not
exclusive of any other rights to which a person seeking indemnification may be
entitled under any bylaw, agreement, vote of shareholders or directors or
otherwise, and that indemnification may be granted under any bylaw, agreement,
vote of shareholders or disinterested directors or otherwise for any action
taken or any failure to take any action whether or not the corporation would
have the power to indemnify the person under any other provision of law and
whether or not the indemnified liability arises or arose from any action by or
in the right of the corporation, provided, however, that no indemnification may
be made 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.
PBCL Section 1747 permits a Pennsylvania business corporation to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or other enterprise, against any liability asserted against such
person and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify the
person against such liability under the provisions described above.
The Registrant has purchased liability insurance policies covering its
directors and officers to insure against 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.
The Restated Articles of Incorporation, as amended, of the Registrant (the
"Articles") provide that, except as prohibited by law, every director and
officer of the Registrant shall be entitled as of right to be indemnified by the
Registrant against 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 Registrant or otherwise, in which such person may be
involved (subject to certain limitations in the case of actions by such person
against the Registrant) by reason of such person being or having been a director
or officer of the Registrant or serving or having served at the request of the
Registrant as a director, officer, employee, 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 Registrant,
subject to any obligation imposed by law or otherwise to reimburse the
Registrant in certain events. The Registrant 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 specific indemnity provisions of the PBCL, 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.
II-2
<PAGE>
Article Seventh of the Articles and Article Two of the Registrant's By-
Laws, as amended, both adopted by the shareholders of the Registrant 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 PBCL 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 the PBCL 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 16. EXHIBITS.
An Exhibit Index, containing a list of all exhibits filed with this
Registration Statement is included on page II-6.
ITEM 17. UNDERTAKINGS.
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
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 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this 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 be the initial bona
fide offering thereof.
(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.
(4) That, for purposes 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.
II-3
<PAGE>
(5) That, 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 provisions described under Item 15
above, 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.
II-4
<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 of the requirements for filing on Form S-3 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
17th day of October, 1997.
MELLON BANK CORPORATION
By /s/ STEVEN G. ELLIOTT
-----------------------------
Steven G. Elliott
Vice Chairman and
Chief Financial Officer
and Treasurer
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 and on the 17th day of October, 1997.
By /s/ STEVEN G. ELLIOTT
-----------------------------
Steven G. Elliott
Principal Financial Officer
and Principal Accounting Officer
FRANK V. CAHOUET, Director and Principal Executive Officer, DWIGHT L. ALLISON,
JR., Director, 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, GEORGE W.
JOHNSTONE, Director, ROTAN E. LEE, Director, ANDREW W. MATHIESON, Director,
EDWARD J. McANIFF, Director, ROBERT MEHRABIAN, Director, SEWARD PROSSER MELLON,
Director, DAVID S. SHAPIRA, Director, W. KEITH SMITH, Director, JOAB L. THOMAS,
Director, WESLEY W. von SCHACK, Director, WILLIAM J. YOUNG, Director.
By /s/ CARL KRASIK
-----------------------------
Carl Krasik
Attorney-in-fact
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
Number
- -------
4.1 Mellon Bank Corporation's Restated Articles of Incorporation, as amended
and restated as of September 2, 1993, previously filed as Exhibit 3.1 to
Annual Report on Form 10-K for the year ended December 31, 1993 and
incorporated herein by reference.
4.2 Amendment of April 26, 1997 to Mellon Bank Corporation's Restated Articles
of Incorporation previously filed as Exhibit 3.2 to Registration Statement
on Form S-4 (No. 333-27945) and incorporated herein by reference.
4.3 Amendment of September 26, 1997 to Mellon Bank Corporation's Restated
Articles of Incorporation.
4.4 Mellon Bank Corporation's By-Laws, as amended, effective September 16,
1997.
4.5 Mellon Bank Corporation's Shareholder Protection Rights Agreement,
previously filed as Exhibit 1 to Form 8-A Registration Statement (File No.
1-7410) dated October 29, 1996, and incorporated herein by reference.
4.6 Form of Common Stock Certificate previously filed as Exhibit 4.3 to
Registration Statement on Form S-3 (No. 33-56228) dated December 22, 1992,
and incorporated herein by reference.
5.1 Opinion of Carl Krasik, Esq. as to the legality of the securities to be
issued.
23.1 Consent of KMPG Peat Marwick, LLP.
23.2 Consent of Carl Krasik, Esq. is contained in the opinion of counsel filed
as Exhibit 5.1.
24.1 Powers of Attorney.
II-6
<PAGE>
Exhibit 4.3
Microfilm Number 9772-658 Filed with the Department of State on Sept. 26, 1997
Entity Number 227630 Yvette Kane
----------------------------------------------------
Secretary of the Commonwealth
ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
In compliance with the requirements of 15 Pa.C.S. (S)1915 (relating to articles
of Amendment), the undersigned business corporation, desiring to amend its
Articles, hereby states that:
1. The name of the corporation is: Mellon Bank Corporation
2. The (a) address of this corporation's current registered office in this
Commonwealth or (b) name of its commercial registered office provider and
the county of venue is (the Department is hereby authorized to correct the
following information to conform to the records of the Department):
(a) One Mellon Bank Center, 500 Grant Street, Pittsburgh, PA 15258-0001,
Allegheny County
(b) c/o: _________________________________________________________________
Name of Commercial Registered Office Provider County
For a corporation represented by a commercial registered office provider,
the county in which the corporation is located for venue and official
publication purposes.
3. The statute by or under which it was incorporated is: Act of May 5, 1933,
P.L. 364, as amended
4. The date of its incorporation is: 08/23/71
5. (Check, and if appropriate complete, one of the following):
X The amendment shall be effective upon filing these Articles of
--------
Amendment in the Department of State.
_____ The amendment shall be effective on: ____________________ at
Date
_______________
Hour
6. (Check one of the following):
_____ The amendment was adopted by the shareholders (or members) pursuant
to 15 Pa.C.S. (S)1914(a) and (b).
<PAGE>
X The amendment was adopted by the board of directors pursuant to
--------
15 Pa.C.S. (S)1914(c).
7. (Check, and if appropriate complete, one of the following):
_____ The amendment adopted by the corporation, set forth in full, is as
follows:
X The amendment adopted by the corporation as set forth in full in
--------
Exhibit A attached hereto and made a part hereof.
8. (Check if the amendment restates the Articles):
_____ The restated Articles of Incorporation supersede the original
Articles and all amendments thereto.
IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be signed by a duly authorized officer thereof this 18th day of
September, 1997.
MELLON BANK CORPORATION
-----------------------------------
(Name of Corporation)
By: Carl Krasik
------------------------------
(Signature)
Title: Associate General Counsel and
Secretary
<PAGE>
EXHIBIT A
to Articles of Amendment
of
Mellon Bank Corporation
Article Fifth, Section II of the Corporation's Restated Articles of
Incorporation, as amended, is deleted and the following is substituted:
Section II. Common Stock. Except for and subject to those rights
expressly granted to holders of the Preferred Stock by resolution or
resolutions adopted by the Board of Directors pursuant to Section I of
this Article Fifth and except as may be provided by the laws of the
Commonwealth of Pennsylvania, holders of the Common Stock shall have
exclusively all other rights of shareholders. All or part of the
shares of Common Stock of the Corporation may be uncertificated shares
to the extent determined by the Board of Directors of the Corporation
(or by any officer or other person as the Board of Directors may
designate) from time to time; however, in no event shall shares of
Common Stock represented by a certificate be deemed uncertificated
until the certificate is surrendered to the Corporation.
<PAGE>
Exhibit 4.4
MELLON BANK CORPORATION
BY-LAWS
ARTICLE ONE
Meetings of Shareholders
Section 1. ANNUAL MEETINGS. The annual meeting of the shareholders of
the Corporation for the election of Directors and the transaction of all other
business that may properly come before the meeting shall be held on the third
Tuesday of April in each year, or if that day is a legal holiday, then on the
next business day following. The annual meeting shall be held at such time and
place, and upon such notice as the Board of Directors shall determine.
Section 2. SPECIAL MEETINGS. Special meetings of the shareholders may
be called for any purpose by the Board of Directors, the Chief Executive
Officer, the Chairman or the President, and any such special meeting shall be
held at the place, day and time upon such notice as the Board of Directors or
such person shall determine.
Section 3. ORGANIZATION. The Chief Executive Officer or, in the event
of his absence or disability, the Chairman, the President or any other officer
of the Corporation designated by
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<PAGE>
the Board of Directors shall preside at all meetings of the shareholders. All
meetings shall be conducted in accordance with such regulations as the Board of
Directors may from time to time prescribe or as the presiding officer may
establish.
Section 4. VOTING. Shareholders may vote at any meet-
ing in person or by proxies duly authorized in writing. The Board of Directors
may fix a record date for determining those shareholders entitled to vote at any
such meeting.
Section 5. QUORUM; SHAREHOLDER ACTION. The presence, in person or by
proxy, of shareholders entitled to cast at least a majority of the votes that
all shareholders are entitled to cast shall constitute a quorum for the
transaction of business at any meeting of shareholders. Unless otherwise
provided by law, any action of the shareholders may be taken by a majority of
the votes cast at any duly convened shareholders' meeting.
ARTICLE TWO
Directors
Section 1. BOARD OF DIRECTORS. The Board of Directors shall manage
and administer the business and affairs of the Corporation. Except as expressly
limited by law, all corporate powers of the Corporation shall be vested in and
may be exercised by the Board of Directors.
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<PAGE>
Section 2. NUMBER. The Board of Directors shall consist of such
number of Directors as shall be fixed from time to time by a majority vote of
the full Board of Directors.
Section 3. ELECTION; TERM OF OFFICE. Commencing with the Board of
Directors to be elected at the Annual Meeting of Shareholders held in 1988, the
Directors shall be classified with respect to the time for which they severally
hold office, into three classes as nearly equal in number as possible. At such
meeting one class of directors shall be elected to hold office for an initial
term expiring at the 1989 Annual Meeting of Shareholders, another class of
directors shall be elected to hold office for an initial term expiring at the
1990 Annual Meeting of Shareholders and the third class of directors shall be
elected to hold office for an initial term expiring at the 1991 Annual Meeting
of Shareholders, with the members of each class of directors to hold office
until their successors have been duly elected and qualified. Thereafter at each
Annual Meeting of Shareholders, the successors to the class of directors whose
term expires at that meeting shall be elected to hold office for a term expiring
at the Annual Meeting of Shareholders held in the third year following the year
of their election and until their successors have been duly elected and
qualified.
Section 4. NOMINATION. Nominations for the election of directors may
be made by the Board of Directors, a committee thereof or any officer of the
Corporation to whom the Board of Directors or such committee shall have
delegated such authority. Upon proper notice given to the Corporation,
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<PAGE>
nominations may also be made by any shareholder entitled to vote in the election
of directors. Written notice of a shareholders's intent to make a nomination or
nominations for director must be given to the Corporation either by United
States mail or personal delivery to the Secretary of the Corporation not later
than 90 days prior to the anniversary date of the previous year's Annual Meeting
of Shareholders. The notice must include: (i) name and address of the
shareholder who intends to make the nomination and a representation that the
shareholder is a holder of record of common stock entitled to vote at the
upcoming Annual Meeting and that the shareholder intends to appear at the Annual
Meeting to make the nomination or nominations set forth in the notice; (ii) the
name and address of the person or persons to be nominated for election as
director and such other information regarding the proposed nominee or nominees
as would be required to be included in a proxy statement filed pursuant to the
rules and regulations of the Securities and Exchange Commission; (iii) a
description of all arrangements or undertakings between the shareholder and each
proposed nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
shareholder; and (iv) a consent signed by each of the proposed nominees agreeing
to serve as a director if so elected. The Board of Directors will be under no
obligation to recommend a proposed nominee, even though the notice as set forth
above has been given.
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<PAGE>
Section 5. VACANCIES. Any vacancy on the Board of Directors resulting
from death, retirement, resignation, disqualification or removal from office or
other cause, as well as any vacancy resulting from an increase in the number of
directors which occurs between Annual Meetings of the Shareholders at which
directors are elected, shall be filled only by a majority of the vote of the
remaining Directors then in office, though less than a quorum, except that those
vacancies resulting from removal from office by a vote of the shareholders may
be filled by a vote of the shareholders at the same meeting at which such
removal occurs. The Directors chosen to fill vacancies shall hold office for a
term expiring at the end of the next Annual Meeting of Shareholders at which the
term of the class to which they have been elected expires. No decrease in the
number of directors constituting the Board of Directors shall shorten the term
of any incumbent Director.
Section 6. REMOVAL. Any Director, any class of directors, or the
entire Board of Directors may be removed from office by a vote of the
shareholders at any time without assigning any cause, but only if shareholders
entitled to cast at least 75 percent of the votes which all shareholders of the
then outstanding shares of capital stock of the Corporation would be entitled to
cast in an annual election of directors, or of such class of directors, voting
together as a single class, shall vote in favor of such removal.
Section 7. EXCEPTIONS FOR PREFERENCE DIRECTORS. The provisions of
Section 2 through 6 of this Article Two shall not apply to any Director of the
Corporation who may be elected
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<PAGE>
under specified circumstances by holders of any class or series of stock having
a preference over the common stock as to dividends or upon liquidation.
Section 8. ORGANIZATION MEETING. A meeting of the Board of Directors
for the purpose of organizing the new Board, appointing the officers of the
Corporation for the ensuing year and transacting other business shall be held
without notice immediately following the annual election of directors or as soon
thereafter as is practicable at such time and place as the Secretary may
designate.
Section 9. REGULAR MEETINGS. Unless the Board otherwise directs,
regular meetings of the Board of Directors shall be held without notice at such
times and places as the Board of Directors shall determine in its Board Policies
adopted at its Organization Meeting each year.
Section 10. SPECIAL MEETINGS. The Chief Executive Officer, the
Chairman or the President may call a special meeting of the Board of Directors
at any time. Any such officer or the Secretary shall call a special meeting of
the Board upon the written request of any three members of the Board. A special
meeting shall be held at such time and place as may be designated by the person
or persons calling the meeting. The person or persons calling the meeting shall
cause such notice of the meeting and of its purpose to be given as he may deem
appropriate, and such notice may be given orally or in writing, in person or by
telephone, mail or telegram.
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<PAGE>
Section 11. QUORUM; BOARD ACTION. A majority of the Directors then in
office shall constitute a quorum for the transaction of business at any meeting.
Unless otherwise provided by law, any action of the Board may be taken upon the
affirmative vote of a majority of the Directors present at a duly convened
meeting or upon the unanimous written consent of all Directors.
Section 12. PARTICIPATION OTHER THAN BY ATTENDANCE. To the full
extent permitted by law, any Director may participate in any regular or special
meeting of the Board of Directors or of any committee of the Board of Directors
by means of a conference telephone or similar communications equipment by means
of which all persons participating in the meeting are able to hear each other.
Section 13. COMPENSATION. Each Director who does not receive a salary
from the Corporation or any affiliate thereof shall be entitled to such
compensation as the Board shall determine for his service upon the Board of
Directors and any of its committees, for his attendance at meetings of the Board
and any of its committees and for his expenses incident thereto. Directors shall
also be entitled to such compensation as the Board shall determine for services
rendered to the Corporation in any capacity other than as Directors.
Section 14. RESIGNATION. Any Director may resign by submitting his
resignation to the Chief Executive Officer, the Chairman, the President or the
Secretary of the Corporation. Such resignation shall become effective upon its
submission or at any later time specified.
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Section 15. PERSONAL LIABILITY FOR MONETARY DAMAGES. (a) To the fullest
extent that the laws of the Commonwealth 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. (b) This Section 15 shall not apply to any actions
filed prior to January 27, 1987, nor to any breach of performance of duty or any
failure of performance of duty by any Director of the Corporation occurring
prior to January 27, 1987. The provisions of this Section shall be deemed to be
a contract with each Director of the Corporation who serves as such at any time
while this Section is in effect and each such Director shall be deemed to be
doing so in reliance on the provisions of this Section. In addition to any
requirement of law and any other provision contained in these By-Laws, the
affirmative vote of the holders of a majority of the shares of the Corporation's
Common Stock then outstanding shall be required to amend or repeal any provision
of this Section. Any amendment or repeal of this Section or adoption of any
other provision of the By-Laws or the Articles of the Corporation which has the
effect of increasing Director liability shall operate prospectively only and
shall not affect any action taken, or any failure to act, prior to the adoption
of such amendment, repeal or other provision.
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Section 16. AMENDMENT, REPEAL, ETC. Notwithstanding any provision of
the Articles of the Corporation, any other provision of these By-Laws, including
Section 1 of Article Eight hereto, and notwithstanding the fact that a lesser
percentage may be specified by Pennsylvania law, unless such action has been
approved by a majority vote of the full Board of Directors, the affirmative vote
of the shareholders of at least 75 percent of the votes which all shareholders
of the then outstanding shares of capital stock of the Corporation would be
entitled to cast thereon, voting together as a single class, shall be required
to amend or repeal or adopt any provision inconsistent with Sections 2, 3, 4, 5,
6, 7 or 16 of this Article Two. In the event such action has been previously
approved by a majority vote of the full Board of Directors, a majority of the
votes which all shareholders present and voting are entitled to cast thereon
shall be sufficient to amend, repeal or adopt any provisions inconsistent with
the provisions of any of such Sections.
ARTICLE THREE
Committees of the Board
Section 1. APPOINTMENT; POWERS. The Board may appoint one or more
standing or temporary committees consisting of two or more Directors. The Board
may invest such committees with such powers and authority, subject to such
conditions, as it may see fit.
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<PAGE>
Section 2. EXECUTIVE COMMITTEE. The Board shall appoint from among
its members an Executive Committee which, so far as may be permitted by law and
except as specifically limited by the Board pursuant to Section 1 hereof, shall
have all the powers and may exercise all the authority of the Board during the
intervals between the meetings thereof. All acts done and powers conferred by
the Executive Committee shall be deemed to be, and may be certified as being,
done or conferred under authority of the Board.
Section 3. TERM; VACANCIES; ALTERNATES. All committee members
appointed by the Board shall serve at the pleasure of the Board. The Board may
fill any committee vacancy and may designate one or more eligible Directors as
alternate members of any committee to take the place of any absent or
disqualified member at any meeting. The Chief Executive Officer may appoint a
Director who is eligible to serve on any such committee as a member pro tempore
to take the place of any absent or disqualified member or alternate member.
Section 4. ORGANIZATION. All committees shall determine their own
organization, procedures and times and places of meeting, unless otherwise
directed by the Board and except as otherwise provided in these By-Laws.
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ARTICLE FOUR
Officers
Section 1. CHIEF EXECUTIVE OFFICER. The Board of Directors shall
appoint one of its members to be Chief Executive Officer. The Chief Executive
Officer shall preside at all meetings of the shareholders and of the Board of
Directors. He shall be the chief executive officer of the Corporation and shall
have general executive powers concerning all the operations and business of the
Corporation. The Chief Executive Officer shall have and exercise such further
powers and duties as may be conferred upon, or assigned to, him by the Board of
Directors, and he may delegate to any other officer such executive and other
powers and duties as he deems advisable. In the event of the absence or
disability of the Chief Executive Officer, any other officer of the Corporation
designated by the Board of Directors shall preside at all meetings of the
shareholders and of the Board of Directors and shall exercise all other powers
and authority of the Chief Executive Officer.
Section 2. CHAIRMAN. The Board of Directors shall appoint one of its
members to be Chairman. The Chairman shall have general executive powers, and
he shall have and exercise such further powers and duties as may be conferred
upon, or assigned to, him by the Board of Directors or the Chief Executive
Officer.
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Section 3. PRESIDENT. The Board of Directors shall appoint one of its
members to be President. The President shall have general executive powers, and
he shall have and exercise such further powers and duties as may be conferred
upon, or assigned to, him by the Board of Directors or the Chief Executive
Officer.
Section 4. SENIOR OFFICERS. The Board of Directors may appoint, or
the Chief Executive Officer may appoint, subject to confirmation by the Board of
Directors, one or more senior officers of the Corporation, any of whom may be
designated as Vice Chairmen or as executive, senior, group or administrative
vice presidents or given any other descriptive titles. Each senior officer
shall have and exercise such powers and duties as may be conferred upon, or
assigned to, him by the Board of Directors or the Chief Executive Officer.
Section 5. SECRETARY; ASSISTANT SECRETARIES. The Board of Directors
shall appoint a Secretary. The Secretary shall act as secretary of all meetings
of the shareholders, of the Board and of the Executive Committee, and he shall
keep minutes of all such meetings. He shall give such notice of the meetings as
is required by law or these By-Laws. He shall be the custodian of the minute
book, stock record and transfer books and all other general corporate records.
He shall be the custodian of the corporate seal and shall have the power to
affix and attest the same, and he may delegate such power to one or more
officers, employees or agents of the Corporation. He shall have and exercise
such further powers and duties as may be conferred upon, or assigned to, him by
the Board of Directors or
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the Chief Executive Officer. The Board or the Chief Executive Officer may
appoint one or more Assistant Secretaries who shall assist the Secretary in the
performance of his duties. At the direction of the Secretary or in the event of
his absence or disability, an Assistant Secretary shall perform the duties of
the Secretary. Each Assistant Secretary shall have and exercise such further
powers and duties as may be conferred upon, or assigned to, him by the Board,
the Chief Executive Officer or the Secretary.
Section 6. TREASURER; ASSISTANT TREASURERS. The Board of Directors
shall appoint a Treasurer. The Treasurer shall have and exercise such powers
and duties as may be conferred upon, or assigned to, him by the Board of
Directors or the Chief Executive Officer. The Board or the Chief Executive
Officer may appoint one or more Assistant Treasurers who shall assist the
Treasurer in the performance of his duties. At the direction of the Treasurer
or in the event of his absence or disability, an Assistant Treasurer shall
perform the duties of the Treasurer. Each Assistant Treasurer shall have and
exercise such further powers and duties as may be conferred upon, or assigned
to, him by the Board, the Chief Executive Officer or the Treasurer.
Section 7. CHIEF AUDITOR. The Board of Directors shall appoint a
Chief Auditor who shall be the chief auditing officer of the Corporation. He
shall continuously examine the affairs of the Corporation under the general
supervision and direction of the Board, and he shall report to the Board. He
shall have and exercise such further powers and duties as may be conferred upon,
or assigned to, him by the Board of Directors.
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The Board of Directors may also appoint other officers who shall perform such
auditing duties as may be assigned to them by the Board or the Chief Auditor of
the Corporation.
Section 8. OTHER OFFICERS. The Board of Directors, the Chief
Executive Officer or the delegate of either of them may appoint or hire such
additional officers of the Corporation, who may be designated as vice
presidents, assistant vice presidents, officers, assistant officers, or given
any other descriptive titles, and may hire such additional employees, as it or
he may deem necessary or desirable to transact the business of the Corporation,
and the Board, the Chief Executive Officer or such delegate may establish the
conditions of employment of any of the persons mentioned above and may fix their
compensation and dismiss them. Such persons may have such descriptive titles as
may be appropriate, and they shall, respectively, have and exercise such powers
and duties as pertain to their several offices or as may be conferred upon, or
assigned to, them by the appropriate appointing authority.
Section 9. TENURE OF OFFICE. The Chief Executive Officer, the
Chairman and the President shall each hold office for the year for which the
Board was elected and until the appointment and qualification of his successor
or until his earlier death, resignation, disqualification or removal. All other
officers and employees shall hold office at the pleasure of the appropriate
appointing authority.
Section 10. COMPENSATION. The Board of Directors shall fix the
compensation of those officers appointed pursuant to Section 1, 2, 3 and 4 of
this Article Four and of any
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officers of any subsidiary of the Corporation that the Board shall deem
appropriate, and it may award additional compensation to any officer or employee
of the Corporation or of any subsidiary for any year or years based upon the
performance of that person during any such period, the success of the operations
of the Corporation or any subsidiary thereof during any such period or any other
reason deemed appropriate. Unless the Board of Directors shall otherwise direct,
the Chief Executive Officer or his delegate shall fix the compensation of all
other officers or employees of the Corporation or any subsidiary thereof.
ARTICLE FIVE
Stock, Stock Certificates and Holders of Record
Section 1. STOCK CERTIFICATES. Shares of stock of the Corporation
shall be represented by certificates or, to the extent provided in Article Five,
Sections 5 and 6 of these By-laws or as otherwise permitted or required by law,
shall be uncertificated. Stock certificates shall be in such form as the Board
of Directors may from time to time prescribe in accordance with law and the
requirements of any exchange upon which such shares are listed. Such
certificates shall be signed by the Chief Executive Officer, countersigned by
the Secretary or any other officer so authorized by the Board of Directors and
sealed with the seal of the Corporation, and such signatures and seal may be
facsimile or otherwise as permitted by law.
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<PAGE>
Section 2. TRANSFER OF STOCK. Except as otherwise provided by law,
transfers of shares of stock of the Corporation shall be made only upon the
books of the Corporation. Transfers of shares shall be made on the books of the
Corporation in accordance with the provisions of the Pennsylvania Uniform
Commercial Code, as the same may be amended or supplemented from time to time,
applicable commercial practices, and the other provisions of these By-Laws.
Section 3. LOST, STOLEN OR DESTROYED CERTIFICATES.
The holder of any certificate representing shares of stock of the Corporation
shall immediately notify the Corporation of any loss, theft or destruction of
such certificates. New certificates for shares of stock may be issued to
replace such certificates upon satisfactory proof of the loss, theft or
destruction and upon such other terms and conditions as the Board of Directors,
the Chief Executive Officer or any person designated by either of them may from
time to time determine.
Section 4. HOLDERS OF RECORD. The Corporation shall be entitled to
treat any person in whose name shares of stock of the Corporation stand on its
books as the holder and owner in fact thereof for all purposes, and it shall not
be bound to recognize any equitable or other claims to or interest in such
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise expressly provided by law.
Section 5. UNCERTIFICATED SECURITIES. All or part of the shares of
Common Stock of the Corporation may be uncertificated shares to the extent
determined by the Board of Directors of the Corporation (or by any officer or
other person
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<PAGE>
as the Board of Directors may designate) from time to time; however, in no event
shall shares of Common Stock represented by a certificate be deemed
uncertificated until the certificate is surrendered to the Corporation.
Section 6. DETERMINATIONS AS TO ISSUANCE, TRANSFER AND REGISTRATION.
The Board of Directors of the Corporation (or any officer or other person as the
Board of Directors may designate) from time to time may make such rules,
policies and procedures as it, he or she may deem appropriate concerning the
issue, transfer and registration of shares of stock of the Corporation, whether
certificated or uncertificated.
ARTICLE SIX
Signing Authority and Corporate Transactions
Section 1. SIGNING AUTHORITY. The Chief Executive Officer, the
Chairman, the President, any senior officer or any Vice President of the
Corporation shall have full power and authority, in the name and on behalf of
the Corporation, under seal of the Corporation or otherwise, to execute,
acknowledge and deliver any and all agreements, instruments or other documents
relating to property or rights of all kinds held or owned by the Corporation or
to the operation of the Corporation, all as may be incidental to the operation
of the Corporation and subject to such limitations as the Board of Directors or
the Chief Executive Officer may impose. Any such agreement,
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instrument or document may also be executed, acknowledged and delivered in the
name and on behalf of the Corporation, under seal of the Corporation or
otherwise, by such other officers, employees or agents of the Corporation as the
Board of Directors, the Chief Executive Officer or the delegate of either of
them may from time to time authorize. In each such case, the authority so
conferred shall be subject to such limitations as the Board of Directors, the
Chief Executive Officer or the delegate may impose. Any officer, employee or
agent authorized hereunder to execute, acknowledge and deliver any such
agreement, instrument or document is also authorized to cause the Secretary, any
Assistant Secretary or any other authorized person to affix the seal of the
Corporation thereto and to attest it.
Section 2. VOTING AND ACTING WITH RESPECT TO STOCK AND OTHER
SECURITIES OWNED BY THE CORPORATION. The Chief Executive Officer, the Chairman,
the President, any senior officer or any Vice President shall have the power and
authority to vote and act with respect to all stock and other securities in any
other corporation owned by this Corporation, subject to such limitations as the
Board of Directors or the Chief Executive Officer may impose. Such power and
authority may be conferred upon any other officer, employee or agent by the
Board, the Chief Executive Officer or the delegate of either of them, and such
authority may be general or may be limited to specific instances. Any person so
authorized shall have the power to appoint an attorney or attorneys, with
general power of substitution, as proxies for the Corporation with full power to
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vote and act on behalf of the Corporation with respect to such stock and other
securities.
ARTICLE SEVEN
General Provisions
Section 1. FISCAL YEAR. The Fiscal year of the Corporation shall be
the calendar year.
Section 2. RECORDS. The Articles of Incorporation, By-Laws and the
proceedings of all meetings of the shareholders, the Board of Directors, the
Executive Committee, and any other committee of the Board shall be recorded in
appropriate minute books provided for this purpose. The minutes of each meeting
shall be signed by the Secretary or other person acting as secretary of the
meeting.
Section 3. SEAL. The Board of Directors shall from time to time
prescribe the form of a suitable corporate seal.
Section 4. GENDER AND NUMBER. Any reference in these By-Laws to one
gender, whether masculine, feminine or neuter,
includes the other two, and the singular includes the plural and vice versa
unless the context indicates otherwise.
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ARTICLE EIGHT
By-Laws
Section 1. AMENDMENTS. These By-Laws may be amended, altered and
repealed, and new By-Laws may be adopted, either by action of the shareholders
or (except as otherwise provided by law) by action of the Board of Directors.
Section 2. INSPECTION. A copy of the By-Laws, with all amendments
thereto, shall at all times be kept in a convenient place at the principal
office of the Corporation and shall be open for inspection to all shareholders
during normal business hours.
ARTICLE NINE
Applicability of Pennsylvania's Anti-Takeover Act
(Act 1990-36, Senate Bill 1310)
Section 1. OPTING OUT OF CONTROL-SHARE ACQUISITION PROVISION.
Subchapter G. -- Control-share Acquisitions of Chapter 25 of the Business
Corporation Law of 1988 shall not be applicable to the Corporation.
Section 2. OPTING OUT OF PROFIT DISGORGEMENT PROVISION. Subchapter
H. -- Disgorgement by Certain Controlling Shareholders Following Attempts to
Acquire Control of Chapter 25 of the Business Corporation Law of 1988 shall not
be applicable to the Corporation.
As amended, effective September 16, 1997.
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Exhibits 5.1 and 23.2
October 17, 1997
Mellon Bank Corporation
500 Grant Street
Pittsburgh, PA 15258
Re: Mellon Bank Corporation
Direct Stock Purchase and Dividend Reinvestment Plan
Registration Statement on Form S-3
--------------------------------------------------
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 4,000,000 additional shares of its Common
Stock, par value $.50 per share (the "Common Stock"), under the Mellon Bank
Corporation Direct Stock Purchase and Dividend Reinvestment Plan (the "Plan"),
(ii) the preparation of the Section 10(a) prospectus for the Plan and (iii) the
preparation of the Corporation's Registration Statement on Form S-3 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-3 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 and subject to 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>
Mellon Bank Corporation
October 17, 1997
Page 2
2. The Registration Statement has been duly authorized by all necessary
corporate action on the part of the Corporation; and
3. The shares of Common Stock when issued and delivered as contemplated by the
Plan and the Registration Statement, will be duly authorized, validly issued,
fully paid and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement. 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 Act.
Very truly yours,
/s/ Carl Krasik
Carl Krasik
CK:AMS:cf
<PAGE>
Exhibit 23.1
[LETTERHEAD OF KPMG PEAT MARWICK, LLP.]
The Board of Directors
Mellon Bank Corporation:
We consent to the use of our report incorporated by reference and to the
reference to our firm under the heading "Independent Public Accountants" in the
Prospectus regarding Mellon Bank Corporation's Direct Stock Purchase and
Dividend Reinvestment Plan.
/s/ KPMG Peat Marwick LLP
Pittsburgh, Pennsylvania
October 17, 1997
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
MELLON BANK CORPORATION
Know all men by these presents, that each person whose signature appears
below constitutes and appoints Carl Krasik, William E. Marquis 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-3 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 four million (4,000,000) additional shares of Mellon Bank
Corporation's Common Stock to be issued from time to time pursuant to the
Corporation's Direct Stock Purchase and Dividend Reinvestment Plan 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 attorneys-in-
fact and agents, 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
with any of the above, as fully to all intents and purposes as such person might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents and each of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
This power of attorney shall be effective as of September 16, 1997 and shall
continue in full force and effect until revoked by the undersigned in a writing
filed with the Secretary of the Corporation.
/s/ Frank V. Cahouet /s/ Rotan E. Lee
- ----------------------------------- ------------------------------------
Frank V. Cahouet, Director and Rotan E. Lee, Director
Principal Executive Officer
/s/ Dwight L. Allison, Jr. /s/ A.W. Mathieson
- ----------------------------------- ------------------------------------
Dwight L. Allison, Jr., Director Andrew W. Mathieson, Director
/s/ Burton C. Borgelt /s/ E.J. McAniff
- ----------------------------------- ------------------------------------
Burton C. Borgelt, Director Edward J. McAniff, Director
<PAGE>
/s/ Carol R. Brown /s/ Robert Mehrabian
- ----------------------------------- ------------------------------------
Carol R. Brown, Director Robert Mehrabian, Director
/s/ J.W. Connolly
- ----------------------------------- ------------------------------------
J. W. Connolly, Director Seward Prosser Mellon, Director
/s/ C.A. Corry /s/ D.S. Shapira
- ----------------------------------- ------------------------------------
Charles A. Corry, Director David S. Shapira, Director
/s/ W.K. Smith
- ----------------------------------- ------------------------------------
C. Frederick Fetterolf, Director W. Keith Smith, Director
/s/ Ira Gumberg /s/ Joab L. Thomas
- ----------------------------------- ------------------------------------
Ira J. Gumberg, Director Joab L. Thomas, Director
/s/ Pemberton Hutchinson /s/ Wesley W. von Schack
- ----------------------------------- ------------------------------------
Pemberton Hutchinson, Director Wesley W. von Schack, Director
/s/ George Johnstone /s/ William J. Young
- ----------------------------------- ------------------------------------
George W. Johnstone, Director William J. Young, Director
2
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
MELLON BANK CORPORATION
Know all men by these presents, that each person whose signature
appears below constitutes and appoints Carl Krasik, William E. Marquis 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-3 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 four million (4,000,000) additional shares of Mellon Bank
Corporation's Common Stock to be issued from time to time pursuant to the
Corporation's Direct Stock Purchase and Dividend Reinvestment Plan 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 attorneys-in-
fact and agents, 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
with any of the above, as fully to all intents and purposes as such person might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents and each of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
This power of attorney shall be effective as of September 22, 1997 and shall
continue in full force and effect until revoked by the undersigned in a writing
filed with the Secretary of the Corporation.
/s/ Seward Prosser Mellon
-------------------------
Seward Prosser Mellon, Director
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
MELLON BANK CORPORATION
Know all men by these presents, that each person whose signature
appears below constitutes and appoints Carl Krasik, William E. Marquis 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-3 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 four million (4,000,000) additional shares of Mellon Bank
Corporation's Common Stock to be issued from time to time pursuant to the
Corporation's Direct Stock Purchase and Dividend Reinvestment Plan 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 attorneys-in-
fact and agents, 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
with any of the above, as fully to all intents and purposes as such person might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents and each of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
This power of attorney shall be effective as of September 23, 1997 and shall
continue in full force and effect until revoked by the undersigned in a writing
filed with the Secretary of the Corporation.
/s/ C. Frederick Fetterolf
--------------------------
C. Frederick Fetterolf, Director
