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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) - December 30, 1996
MELLON BANK CORPORATION
(Exact name of registrant as specified in charter)
Pennsylvania 1-7410 25-1233834
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
One Mellon Bank Center
500 Grant Street
Pittsburgh, Pennsylvania 15258
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code - (412) 234-5000
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ITEM 5. OTHER EVENTS
By press release dated December 30, 1996, Mellon Bank Corporation (the
"Corporation") and Buck Consultants, Inc. announced that they have
signed a letter of intent for the Corporation's acquisition of Buck
Consultants, a leading global benefits consulting firm.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit
Number Description
99.1 Mellon Bank Corporation Press Release, dated December 30, 1996,
announcing the matter referenced in Item 5 above.
MELLON BANK CORPORATION
Date: January 2, 1997 By: CARL KRASIK
Carl Krasik
Associate General Counsel &
Secretary
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EXHIBIT INDEX
Number Description Method of Filing
99.1 Press Release dated December 30, 1996 Filed herewith
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[LOGO OF MELLON]
EX-99.1
Mellon Contacts: Media Analysts
Stephen K. Dishart Donald J. MacLeod
(212) 371-5999 (412) 234-5601
(412) 234-0850
Buck Contact: Ed Gadowski
(201) 902-2565
FOR IMMEDIATE RELEASE
MELLON REACHES AGREEMENT WITH BUCK
PITTSBURGH and NEW YORK, Dec. 30, 1996--Mellon Bank Corporation and Buck
Consultants, Inc. today announced that they have signed a letter of intent for
Mellon's acquisition of Buck, a leading global benefits consulting firm. The
strategic combination of Mellon and Buck will create a leader in the rapidly
growing business of corporate benefits outsourcing.
Buck, which is headquartered in New York, provides a broad array of pension
and health and welfare actuarial services, and employee benefits, compensation
and human resources consulting and administrative services to approximately
5,000 clients, ranging from large, multinational corporations to small
businesses. A privately-owned firm with 65 offices in 16 countries, Buck serves
pension and other benefit plans with assets totaling approximately $400 billion
and covering more than 10 million active and retired employees.
Buck will become a Mellon subsidiary under the direction of its current
management team, and will retain its identity and its operational and
professional independence. Joseph A. LoCicero, president and chief executive
officer of Buck, will become a member of Mellon's Senior Management Committee.
"Buck is a premier consulting firm and has proven benefits outsourcing
capabilities; we've been Buck clients for more than 50 years," said W. Keith
Smith, vice chairman, Mellon Bank Corporation. "Combined, we will be able to
provide a full range
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of consulting and benefits outsourcing services to our clients that is unmatched
in the industry." Smith added that Buck plans in 1997 to introduce a new, fully
integrated state-of-the-art benefits administration system to support employee
benefits outsourcing services. "This combination will solidify Buck's leadership
position in the growing field of benefits outsourcing."
"Merging with Mellon gives Buck the opportunity to leapfrog our
competition," said LoCicero. "Together, we have vast resources, leading-edge
systems and technology, and the ability to deliver an integrated array of
benefits-related services to the clients of both companies. This strategic
combination will allow Buck to provide more comprehensive services to meet
client needs and will enhance our ability to meet their changing needs in the
future. Equally important, we will be able to preserve Buck's traditional
professional independence in our consulting business. It's rare to find a
strategic fit this good; we're approaching this combination with great mutual
enthusiasm."
Terms of the letter of intent were not disclosed. Mellon expects to retain
substantially all Buck employees following completion of the acquisition, and to
add to total employment as the growth of the combined companies accelerates.
Key Buck managers and professionals will enter into long-term employment
contracts, and key employees will be provided enhanced incentive compensation
programs, which will be based primarily on Buck's meeting performance goals.
The transaction is subject to due diligence, negotiation of a definitive
agreement, normal regulatory approvals, and approval of Buck's shareholders,
virtually all of whom are employees.
Founded in 1916, Buck is the oldest pension and health and welfare
actuarial, and employee benefits and compensation consulting firm in North
America. Buck reported total revenues of $197 million for the fiscal year ended
March 31, 1996, of which $50 million was generated by non-U.S. operations. Buck
also recently completed the acquisition of WF Corroon, the employee benefits and
compensation consulting
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subsidiary of Willis Corroon Group plc. Buck is the seventh largest benefits
consultant in the United States and the eighth largest in the world based on
U.S. and worldwide benefits consulting revenues, respectively. Clients include a
range from small businesses to large, multinational corporations, including 43
Fortune 100 companies, governmental and international organizations, Taft-
Hartley plans, and public agencies.
With balance sheet assets of more than $43 billion and assets under
management or administration of more than $1.1 trillion, Mellon Bank Corporation
is a major financial services company headquartered in Pittsburgh; its primary
subsidiary is Mellon Bank, N.A. Mellon provides a full range of banking,
investment and trust products and services to individuals and small, midsize and
large businesses and institutions. Its principal mutual fund business is The
Dreyfus Corporation.
Press releases and other information about Mellon Bank Corporation and its
products and services are available on the Internet at http://www.mellon.com.
For Mellon press releases by fax, call 1 800 758-5804, identification number
552187.
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