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As filed with the Securities and Exchange Commission on June 9, 1997
Registration No. 33-48486
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
Under The Securities Act of 1933
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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
412-234-5000
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
James M. Gockley, Esq.
Assistant General Counsel
Mellon Bank Corporation
One Mellon Bank Center
500 Grant Street
Pittsburgh, Pennsylvania 15258
412-234-2053
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the Amendment becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
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, check the following box. [ ]
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This Post-Effective Amendment No. 3 is filed pursuant to paragraph (b) of
Rule 416 under the Securities Act of 1933 to reflect a change in the amount of
securities registered hereunder. On April 15, 1997, Mellon Bank Corporation
announced a two-for-one split with respect to its Common Stock, par value $.50
per share (the "Common Stock"), such split to be effected in the form of a
stock dividend of one additional share of Common Stock on each share of Common
Stock, payable on June 2, 1997 to holders of record of Common Stock at the
close of business on May 1, 1997. As a result of the split, an additional
288,575 shares of Common Stock are registered hereunder, bringing the total
number of shares registered hereunder to 2,617,184.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
Exhibit 24.1 (Powers of Attorney) is filed herewith as part of this
Post-Effective Amendment No. 3.
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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 the requirements for filing on Form S-3 and has duly caused this Post
Effective Amendment No. 3 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pittsburgh, Commonwealth of
Pennsylvania, on the 6th day of June, 1997.
MELLON BANK CORPORATION
By FRANK V. CAHOUET
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Frank V. Cahouet
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 has been signed below by the following persons
in the capacities indicated on the 6th day of June, 1997.
By STEVEN G. ELLIOTT
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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; WESLEY W. von
SCHACK, Director; JOAB L. THOMAS, Director; WILLIAM J. YOUNG, Director.
By CARL KRASIK
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Carl Krasik
Attorney-in-fact
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INDEX TO EXHIBIT
Exhibit 24.1 Powers of Attorney for Directors Filed herewith
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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-8 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 three hundred thousand (300,000) additional shares of Mellon Bank
Corporation's Common Stock to be issued from time to time pursuant to the
Corporation's Dividend Reinvestment and Common Stock Purchase 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 May 20, 1997 and shall continue
in full force and effect until revoked by the undersigned in a writing filed
with the Secretary of the Corporation.
FRANK V. CAHOUET ROTAN E. LEE
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Frank V. Cahouet, Director and Rotan E. Lee, Director
Principal Executive Officer
DWIGHT L. ALLISON ANDREW W. MATHIESON
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Dwight L. Allison, Jr., Director Andrew W. Mathieson, Director
BURTON C. BORGELT EDWARD J. MCANIFF
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Burton C. Borgelt, Director Edward J. McAniff, Director
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CAROL R. BROWN ROBERT MEHRABIAN
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Carol R. Brown, Director Robert Mehrabian, Director
J. W. CONNOLLY SEWARD PROSSER MELLON
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J. W. Connolly, Director Seward Prosser Mellon, Director
CHARLES A. CORRY DAVID S. SHAPIRA
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Charles A. Corry, Director David S. Shapira, Director
C. FREDERICK FETTEROLF W. KEITH SMITH
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C. Frederick Fetterolf, Director W. Keith Smith, Director
JOAB L. THOMAS
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Ira J. Gumberg, Director Joab L. Thomas, Director
PEMBERTON HUTCHINSON WESLEY W. VON SCHACK
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Pemberton Hutchinson, Director Wesley W. von Schack, Director
GEORGE W. JOHNSTONE WILLIAM J. YOUNG
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George W. Johnstone, Director William J. Young, Director
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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-8 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 three hundred thousand (300,000) additional shares of Mellon Bank
Corporation's Common Stock to be issued from time to time pursuant to the
Corporation's Dividend Reinvestment and Common Stock Purchase 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 May 27th, 1997 and shall
continue in full force and effect until revoked by the undersigned in a writing
filed with the Secretary of the Corporation.
IRA J. GUMBERG
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Ira J. Gumberg, Director
