MELLON BANK CORP
8-K, 1997-08-29
NATIONAL COMMERCIAL BANKS
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<PAGE>
 
                     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) - August 25, 1997



                           MELLON  BANK  CORPORATION
               (Exact name of registrant as specified in charter)


            Pennsylvania               1-7410             25-1233834
    (State or other jurisdiction    (Commission        (I.R.S. Employer
          of incorporation)          File Number      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
<PAGE>
 
ITEM 5.  OTHER EVENTS

By release dated August 25, 1997, Mellon Bank Corporation ("Mellon") announced a
definitive agreement under which Mellon will acquire Pacific Brokerage Services,
Inc.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

Exhibit
Number   Description

99.1     Mellon Bank Corporation Press Release, dated August 25, 1997 announcing
         the matter referenced in Item 5 above.


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                              MELLON BANK CORPORATION


Date:   August 28, 1997       By:  /s/  Carl Krasik
                                   Carl Krasik
                                   Associate General Counsel and
                                   Secretary

                                       1
<PAGE>
 
                                 EXHIBIT INDEX


Number   Description                                          Method of Filing
- ------   -----------                                          ----------------

99.1    Press Release dated August 25, 1997                    Filed herewith

                                       2

<PAGE>
 
                                                                   Exhibit 99.1



            Contacts: Media               Analysts
                      -----               --------
                      Stephen K. Dishart  Donald J. MacLeod
                      (412) 234-0850      (412) 234-5601
 
 
FOR IMMEDIATE RELEASE



               MELLON TO ACQUIRE PACIFIC BROKERAGE SERVICES, INC.

 --Mellon gains technology, Internet trading capabilities and immediate market
                                    share--

PITTSBURGH and NEW YORK, Aug. 25, 1997--Mellon Bank Corporation (NYSE: MEL) and
Pacific Brokerage Services, Inc. (PBS) today announced a definitive agreement
under which Mellon will acquire PBS, a self-clearing deep discount broker and
member of the New York Stock Exchange.  Mellon's commitment to the financial
services industry and PBS' rapidly growing presence on the World Wide Web make a
powerful combination and create an opportunity to provide enhanced services to
clients.

          "Delivering financial services through the Internet is the wave of the
future and, through this acquisition, Mellon is positioned to be a significant
provider of financial services through the facilities of the Internet," said
Christopher M. "Kip" Condron, Mellon vice chairman, and president and chief
executive officer of The Dreyfus Corporation.  "PBS gives us immediate presence
in this increasingly important distribution channel, provides a platform for
growth and, most importantly, enables us to offer investors a convenient way to
do business with a broad spectrum of products."

          PBS provides services to more than 100,000 individual investors
nationwide, a significant portion of which are conducted via the Internet using
powerful IBM AS/400 technology as its platform.  The firm, headquartered in Los
Angeles, is registered as a broker/dealer in all 50 states and has additional
offices in Beverly Hills, New York and Chicago.

          "Mellon is taking an important step in further broadening its array of
financial services and distribution alternatives to customers," said Steven
Wallace, PBS chief executive officer.  "We've seen rapid acceleration of
investors taking advantage of the speed and cost-effective trading capabilities
using the World Wide Web, and with Mellon's arsenal of products and services, we
look forward to meeting customers' growing demands."

                                     -more-
<PAGE>
 
Mellon to Acquire PBS
Page 2

          Mellon will purchase PBS for cash.  Other terms of the agreement were
not disclosed.  PBS will retain its name and continue to be headquartered in Los
Angeles.  It will become a part of Dreyfus, Mellon's New York-based mutual fund
company.  Mellon expects to retain virtually all of PBS' approximately 130
employees.  The transaction, expected to close in the fourth quarter of this
year, is subject to regulatory approvals and certain closing conditions.

          Founded in 1976, Pacific Brokerage Services, Inc. is a discount
brokerage firm committed to providing quality brokerage services as well as a
user-friendly and efficient Internet site to both clients and the investing
public at large.  In addition to executing stock and option trades at one of the
most competitive commission schedules available, PBS also offers a wide variety
of market data, which is updated continuously during the market session.  On the
Internet, PBS can be accessed at:  http://www.tradepbs.com.  Its e-mail address
is:  [email protected].

          Mellon Bank Corporation is a broad-based financial services company
with a bank at its core.  With balance sheet assets of approximately $44 billion
and assets under management and administration of approximately $1.6 trillion,
Mellon provides a full range of banking, investment and trust products and
services to individuals and small, midsize and large businesses and
institutions.  Headquartered in Pittsburgh, Mellon's principal subsidiary is
Mellon Bank, N.A. and its mutual fund business is The Dreyfus Corporation.
 
          Press releases and other information about Mellon Bank Corporation and
its products and services are available at http://www.mellon.com on the
Internet.  For Mellon press releases by fax, call 1 800 758-5804, identification
number 552187.

                                      ###


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