MELLON BANK CORP
8-K, 1998-02-04
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) - February 2, 1998



                            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 press release dated February 2, 1998, Mellon Bank Corporation 
("Corporation") announced that it has completed its previously announced 
acquisition of United Bancshares, Inc.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit
Number       Description

99.1         Mellon Bank Corporation Press Release, dated February 2, 1998 
             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: February 4, 1998                 By: /s/ Steven G. Elliott
                                          --------------------------------------
                                          Steven G. Elliott
                                          Vice Chairman, Chief Financial
                                          Officer & Treasurer
<PAGE>
 
                                 EXHIBIT INDEX

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

99.1       Press Release dated February 2, 1998     Filed herewith

<PAGE>
 
                                                                    EXHIBIT 99.1

                   Contacts:
                   --------

                   Media:      Stephen K. Dishart
                               (412) 234-0850

                   Analysts:   Donald J. MacLeod
                               (412) 234-5601



FOR IMMEDIATE RELEASE


             MELLON COMPLETES ACQUISITION OF UNITED NATIONAL BANK

PITTSBURGH and MIAMI, Feb. 2, 1998--Mellon Bank Corporation (NYSE:MEL) today 
announced that it has completed its previously announced acquisition of United 
Bankshares, Inc., a full-service commercial bank serving South Florida. Mellon 
and United Bankshares, the parent company of United National Bank, signed a 
definitive agreement in November 1997. Mellon acquired United Bankshares with a 
combination of Mellon's common stock and cash. Other terms of the agreement were
not disclosed.

     The organization will operate as a separate entity under the name Mellon 
United National Bank and will combine Mellon's broad array of banking, 
investment and trust services with United's highly focused strategy to create a 
powerful financial resource for the growing numbers of South Florida businesses 
and entrepreneurs that are increasingly seeking a wider range of financial 
solutions. Mellon United National Bank will continue to be managed by United's 
existing management team, with Gerald Katcher remaining as chairman, president 
and chief executive officer.

     A broad-based financial services company with a bank at its core, Mellon 
Bank Corporation ranks among the nation's largest bank holding companies in
market capitalization. With more than $300 billion of assets under management
and approximately $1.5 trillion of assets under administration, Mellon provides
a full range of banking, investment and trust products and services to
individuals and small, midsize and large businesses and institutions. Its mutual
fund company, The Dreyfus Corporation, places Mellon as the leading bank manager
of mutual funds. Headquartered in Pittsburgh, Mellon's principal subsidiary is
Mellon Bank, N.A.

     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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