<PAGE> 1
Filed pursuant to Rule 424(b)(3)
File No. 333-47377
PROSPECTUS
MELLON BANK CORPORATION
5,069,403 SHARES OF COMMON STOCK
($0.50 PAR VALUE)
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This Prospectus relates to 5,069,403 shares (the "Shares") of common stock,
$0.50 par value ("Common Stock"), of Mellon Bank Corporation (the "Company")
issued in connection with the Company's acquisition of United Bankshares, Inc.
("UBI") pursuant to a merger of UBI with and into the Company (the "Merger"),
which may be offered by the selling shareholders named herein or their
respective pledgees, donees, transferees or other successors in interest
(individually, the "Selling Shareholder" or in the aggregate, the "Selling
Shareholders") from time to time. The Company will receive no part of the
proceeds from sales of the Shares offered hereby. The Shares are listed on the
New York Stock Exchange ("NYSE") under the trading symbol "MEL". On March 18,
1998, the closing price of the Common Stock on the NYSE was $65.50 per share.
The Shares may be offered for sale from time to time by the Selling
Shareholders, or by certain other persons who are named in an amendment or
supplement to this Prospectus, in one or more transactions described herein on
the NYSE or any other securities exchange on which the Common Stock is traded,
in the over-the-counter market, in one or more private transactions or in a
combination of such methods of sale, at prices and on terms then prevailing, at
prices related to such prices or at negotiated prices. See "Plan of
Distribution" below. The price at which any of the Shares of Common Stock may be
sold, and the commissions, if any paid in connection with any such sale, may
vary from transaction to transaction. It is understood that the Securities and
Exchange Commission (the "Commission") may take the view that, under certain
circumstances, persons effecting resales of Common Stock purchased and dealers
or brokers handling such transactions may be deemed (such persons not so
conceding) to be "underwriters" within the meaning of the Securities Act of
1933, as amended, and the rules and regulations promulgated from time to time
thereunder (the "Securities Act"), with respect to such sales.
The Company will bear all expenses incurred in connection with the offering
of the Shares pursuant to this Prospectus other than underwriting discounts and
commissions, brokerage fees and similar compensation.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is March 23, 1998.
<PAGE> 2
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; 7
World Trade Center, New York, New York 10048; and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60606. Copies of such materials
can be obtained from the Public Reference Section of the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Such
material can also be inspected at the offices of the NYSE, 20 Broad Street, New
York, New York 10005, on which exchange the Company's Common Stock is listed.
The Commission maintains an internet site that contains reports, proxy
statements and other information filed electronically by the Company with the
Commission which can be accessed at http://www.sec.gov.
The Company has filed with the Commission a Registration Statement under
the Securities Act with respect to the Common Stock to which this Prospectus
relates. This Prospectus omits certain of the information contained in the
Registration Statement, and reference is hereby made to the Registration
Statement and to the exhibits thereto for further information with respect to
the Company and the Common Stock offered hereby. Any statements contained herein
concerning the provisions of any document are not necessarily complete, and, in
each instance, reference is made to such copy filed as an exhibit to the
Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference. The Registration
Statement and the exhibits thereto may be inspected without charge at the office
of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, and copies thereof may be obtained from the Commission at prescribed
rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in and made a part of this Prospectus by reference: (i) the
Company's Annual Report on Form 10-K for the year ended December 31, 1997; (ii)
the Company's Current Reports on Form 8-K filed since December 31, 1997; (iii)
the description of the Common Stock contained in the Company's Registration
Statement on Form 8-A (File No. 1-7410) dated June 10, 1981, including any
reports updating such description; and (iv) the description of the stock
purchase rights set forth in the Company's Registration Statement on Form 8-A,
dated October 29, 1996, including any reports, amendments or subsequent
registration statements updating such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of the offering of the Shares made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
Any person receiving a copy of this Prospectus may obtain, without charge,
upon written or oral request, a copy of any of the documents incorporated by
reference herein, except for the exhibits to such documents (other than the
exhibits expressly incorporated in such documents by reference). Requests should
be directed to Carl Krasik, Esq., Secretary and Associate General Counsel,
Mellon Bank Corporation, 4826 One Mellon Bank Center, Pittsburgh, Pennsylvania
15258-0001 (telephone number 412-234-5000).
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<PAGE> 3
THE COMPANY
The Company is a multibank holding company incorporated under the laws of
Pennsylvania in August, 1971 and registered with the Federal Reserve under the
Bank Holding Company Act of 1956, as amended. Its principal direct subsidiaries
are Mellon Bank, N.A., The Boston Company, Inc., Mellon Bank (DE) National
Association, Mellon Bank (MD) National Association, Mellon United National Bank,
Buck Consultants, Inc., and a number of companies known as Mellon Financial
Services Corporation. The Company also owns a federal savings bank headquartered
in Pennsylvania, Mellon Bank, F.S.B, and a California state chartered bank, 1st
Business Bank. The Dreyfus Corporation, one of the nation's largest mutual fund
companies, is a wholly owned subsidiary of Mellon Bank, N.A. At December 31,
1997, the Company on a consolidated basis had total assets of approximately
$44.9 billion, loans net of the reserve for credit losses of approximately $28.7
billion and total shareholders' equity of approximately $3.8 billion.
The Company's banking subsidiaries engage in retail financial services,
commercial banking, trust and investment management services, residential real
estate loan financing, mortgage servicing, equipment leasing, mutual fund
activities and various securities-related activities. Through other
subsidiaries, the Company provides a broad range of bank-related services
including equipment leasing, commercial loan financing, stock transfer services,
cash management, and numerous trust and investment management services. The
Dreyfus Corporation serves primarily as an investment advisor, manager, and
administrator of mutual funds. The Boston Company, through Boston Safe Deposit
and Trust Company and other subsidiaries, engages in the business of
institutional trust and custody, institutional asset management, private
investment management, and banking services. Buck Consultants, Inc., a leading
global benefits consulting firm, provides a broad array of pension and health
and welfare actuarial services, employee benefit, compensation and human
resources consulting and administrative services and total benefits outsourcing.
The principal executive offices of the Company are located at One Mellon Bank
Center, 500 Grant Street, Pittsburgh, Pennsylvania, and its telephone number at
such address is (412) 234-5000.
THE ACQUISITION
On February 2, 1998 (the "Closing Date"), the Company acquired UBI pursuant
to an Agreement and Plan of Reorganization, dated as of November 24, 1997, by
and among the Company, UBI, Gerald Katcher and Howard R. Scharlin (the
"Agreement and Plan of Reorganization"), and an Agreement and Plan of Merger,
dated as of January 30, 1998, by and among the Company, UBI, Gerald Katcher and
Howard R. Scharlin (the "Merger Agreement"). In connection with the Agreement
and Plan of Reorganization and Merger Agreement, UBI merged with and into the
Company (the "Merger"). Pursuant to the Merger, each share of UBI common stock,
par value $0.625 per share, was converted into the right to receive shares of
Common Stock, or at the option of the holder, and subject to certain
limitations, cash.
Pursuant to the Agreement and Plan of Reorganization the former
shareholders of UBI are entitled to certain registration rights with respect to
the shares of Common Stock issued pursuant to the Merger. As a condition to
consummation of the Merger, each UBI shareholder receiving any shares of Common
Stock was required to enter into an agreement whereby each such shareholder
agreed to abide by the transfer restrictions applicable to unregistered shares
under state and federal securities laws.
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PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Common Stock is listed and traded on the NYSE under the symbol MEL. The
following table sets forth for the periods indicated the high and the low sales
prices of the Common Stock, as reported on the NYSE Composite Tape, and the cash
dividends declared per share for the periods indicated. Information for first
quarter 1997 and prior periods has been restated to reflect the two-for-one
common stock split distributed on June 2, 1997.
<TABLE>
<CAPTION>
SALES PRICE PER SHARE
----------------------- DIVIDENDS PER
HIGH LOW SHARE
---- --- --------------
<C> <S> <C> <C> <C>
1996
First Quarter........................... $ 29.25 $ 24.25 $0.28
Second Quarter.......................... 30.0625 25.8125 0.30
Third Quarter........................... 30.375 25.25 0.30
Fourth Quarter.......................... 37.375 29.9875 0.30
1997
First Quarter........................... $ 43.25 $ 34.50 $0.30
Second Quarter.......................... 47.25 35.75 0.33
Third Quarter........................... 57.75 44.875 0.33
Fourth Quarter.......................... 64.8125 47.125 0.33
1998
First Quarter (Through March 18)........ $65.6875 $ 64.625 $0.33
</TABLE>
See the cover page of this Prospectus or of the Prospectus Supplement, if
any, accompanying this Prospectus for the last sales price of the Common Stock
reported on the NYSE Composite Tape as of a recent date.
Dividends on the Common Stock will be determined in light of the Company's
results of operations, financial condition, regulatory constraints and other
factors deemed relevant by the Company's Board of Directors. Payments of
dividends on the Common Stock are subject to any preferential rights which might
be provided for regarding any outstanding preferred stock of the Company. See
"Description of Capital Stock" below.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Shareholders. All proceeds from the sale of Common Stock
offered hereby will be for the account of the Selling Shareholders, as described
below.
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<PAGE> 5
SELLING SHAREHOLDERS
The following table sets forth certain information as of the date of this
Prospectus with respect to shares of Common Stock which are covered by this
Prospectus, including the name of each of the Selling Shareholders, the nature
of any position, office or other material relationship that such Selling
Shareholder has had within the past three years with the Company or an affiliate
of the Company and the number of shares of Common Stock which each such Selling
Shareholder owned as of the date of this Prospectus and the number which are
covered by this Prospectus.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
NUMBER OF SHARES OF COMMON STOCK
COMMON STOCK WHICH WHICH MAY BE SOLD
NAME OF SELLING MAY BE SOLD PURSUANT NAME OF SELLING PURSUANT
SHAREHOLDER TO THE PROSPECTUS SHAREHOLDER TO THE PROSPECTUS
----------- ----------------- ----------- -----------------
<S> <C> <C> <C>
Ronald Ager 6,572 Harold Kravitz 6,572
Sally Alpert and Steven 6,018 John A. Lanzetta 131,354
David Alpert as Co-trustees
of the Sol Alpert
Irrevocable Trust Under
Will
Walter H. Beckman, Jr. 26,270 Trustee of Sally Lebow 2,865
Grantor Retained Annuity Agreement dated September
Tr. Dtd 4/10/95 Aaron S. 2, 1994
Podhurst(2) TTEE
Revocable Trust
Eliot Berg 13,135 Donald Lefton 52,541
Samuel Berkowitz 13,135 David Melin 26,270
William D. Cohen 6,572 Alfred I. Moss and Charlene 14,807
Moss, his wife as Joint
Tenants by the Entireties
Robert A. Cronin and 7,642 Sheldon Neuman(3) 6,562
Millicent Cronin
Laurence Diskin 6,572 Robert Parks 20,077
Seymour Feldstein 29,614 Aaron S. Podhurst(2)and 19,106
Dorothy E. Podhurst Husband
and Wife, Est. by
Entireties
Joel Friedland(2) 143 Richard I. Furman and 42,988
Norman S. Klein, as
Trustees under the Dorothy
E. Podhurst GRAT Agreement
Richard I. and Rosemary J. 458,548 Richard I. Furman and 42,988
Furman, husband & wife, Norman S. Klein, as
est. by entireties Trustees under the Dorothy
E. Podhurst GRAT Agreement
Katherin D. Furman, 9,553 Sy A. Robbins Under 6,562
Lizabeth M. Furman and Revocable Trustee Agreement
Mellon Trust of New York dated March 25, 1996 for
as Trustees under the benefit of Sy A.
Rosemary Furman GRAT Robbins
Agreement dated May 3,
1991
Katherin D. Furman, 9,553 Gerald Robins 26,270
Lizabeth M. Furman and
Mellon Trust of New York
as Trustees under Richard
I. Furman GRAT Agreement
dated May 3, 1991
</TABLE>
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<TABLE>
<CAPTION>
NUMBER OF SHARES OF
NUMBER OF SHARES OF COMMON STOCK
COMMON STOCK WHICH WHICH MAY BE SOLD
NAME OF SELLING MAY BE SOLD PURSUANT NAME OF SELLING PURSUANT
SHAREHOLDER TO THE PROSPECTUS SHAREHOLDER TO THE PROSPECTUS
----------- ----------------- ----------- -----------------
<S> <C> <C> <C>
Katherin D. Furman, 33,435 Barry Rose 14,807
Lizabeth M. Furman and
Mellon Trust of New York,
Trustees under Rosemary
Furman GRIT Agreement
dated May 9, 1990
Katherin D. Furman, 33,435 Frances L. Rosenberg 7,403
Lizabeth M. Furman and
Mellon Trust of New York,
as Trustees under Richard
I. Furman GRIT Agreement
dated May 9, 1990
Martin L. Futterman 7,356 David & Rebekah Rosenbaum 955
Intervivos Trust Joint Tenants
Eleanor Futterman 7,355 Howard R. Sharlin(1),(2) 1,828,432
Intervivos Trust
Stanley H. Gettis 22,210 Mrs. Lois Siegel as 85,270
Personal Representative of
the Estate of Jay Allen
Siegel
Howard L. Goldstein 955 Joshua Sirkin 19,106
The HVG Family Trust III 104,940 David H. Smith 9,553
Herschel V. Green(2) 143 Marshall A. Weinberg 14,807
Marshall Harris 26,270 Sherwood Weiser(2) 19,106
Gerald Katcher(1),(2) 1,828,441 Lawrence Wilkov 13,135
</TABLE>
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(1) This individual is an officer of Mellon United National Bank.
(2) This individual is a director of Mellon United National Bank.
(3) In addition to the above, Mr. Neuman owns 1,000 shares of Common Stock not
covered by this Prospectus.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 400,000,000 shares
of Common Stock, of which as of February 12, 1998 approximately 259,517,000
shares were issued and outstanding, and 50,000,000 shares of preferred stock,
$1.00 par value (the "Preferred Stock"), which may be issued in one or more
series, with such designations, preferences, limitations, voting rights,
conversion privileges and other relative rights and terms as shall be set forth
in resolutions adopted by the Board of Directors providing for the issuance
thereof, of which as of the date of this Prospectus no shares are issued and
outstanding. At the Company's 1998 Annual Meeting of Shareholders, shareholders
will be asked to approve a proposal to increase the authorized number of shares
of Common Stock to 800,000,000.
The following description of the Common Stock and Preferred Stock is
summarized from the relevant provisions of the Restated Articles of
Incorporation of the Company, as amended (the "Articles") and the Shareholder
Protection Rights Agreement, as amended (the "Rights Agreement") of the Company.
For a complete statement of such provisions, reference is made to the Articles
and the Rights Agreement, which are filed as Exhibits to the Registration
Statement. Whenever particular provisions of any such documents or terms defined
therein are referred to, such provisions or definitions are incorporated by
reference as a part of the statements made, and such statements are qualified in
their entirety by such reference.
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<PAGE> 7
COMMON STOCK
Voting Rights
The holders of Common Stock are entitled to one vote for each share held by
them on all matters voted upon by shareholders and are not entitled to
cumulative voting rights or preemptive rights for the purchase of additional
shares of any class of the Company's stock. The Board of Directors is currently
comprised of 22 members serving staggered terms, approximately one-third of whom
are elected at each year's annual meeting to serve a three-year term.
Dividends
Holders of Common Stock are entitled to receive such dividends as may be
declared by the Company's Board of Directors out of funds legally available
therefor, subject to the rights of holders of outstanding shares of any series
of Preferred Stock. Dividends on Common Stock will be determined in light of the
Company's results of operations, financial condition, regulatory constraints and
other factors deemed relevant by the Company's Board of Directors.
Rights Upon Liquidation
In the event of liquidation, dissolution or winding up of the affairs of
the Company, holders of Common Stock would be entitled to share ratably in all
assets remaining after payments to all creditors and payments required to be
made in respect of all outstanding shares of any series of Preferred Stock. See
"Preferred Stock" below.
Neither the consolidation or merger of the Company into or with another
corporation or corporations, nor the sale, lease or exchange of all or
substantially all of the Company's assets or the distribution to the
shareholders of the Company of all or substantially all of the consideration for
such sale, unless such consideration (apart from assumption of liabilities) or
the net proceeds thereof consists substantially or entirely of cash, shall be
deemed a liquidation, dissolution or winding up of the Company.
Shareholder Protection Rights Agreement
The Company has adopted a Shareholder Protection Rights Agreement under
which each holder of shares of Common Stock on October 15, 1996 or issued
thereafter receives one right (a "Right") for each share of Common Stock held.
The Rights are not currently exercisable and trade only with the Common Stock
(and are currently evidenced only in connection with the Common Stock). The
Rights would separate from the Common Stock and become exercisable only when a
person or group acquires 15% or more of the Common Stock or ten days after a
person or group commences a tender offer that would result in ownership of 15%
or more of the Common Stock. At that time, each Right would entitle the holder
to purchase for $112.50 (the "exercise price") one one-hundredth of a share of
participating preferred stock, which is designed to have economic and voting
rights generally equivalent to one share of common stock. Should a person or
group actually acquire 15% or more of the Common Stock, each Right held by the
acquiring person or group (or their transferees) would become void, and each
Right held by the Company's other shareholders would entitle those holders to
purchase for the exercise price a number of shares of the Common Stock having a
market value of twice the exercise price. Should the Company, at any time after
a person or group has become a 15% beneficial owner and acquired control of the
Company's board of directors, be involved in a merger or similar transaction
with any person or group or sell assets to any person or group, each outstanding
Right would then entitle its holder to purchase for the exercise price a number
of shares of such other company having a market value of twice the exercise
price. In addition, if any person or group acquires 15% or more of the Common
Stock, the Company may, at its option and to the fullest extent permitted by
law, exchange one share of Common Stock for each outstanding Right. The Rights
are not exercisable until the above events occur and will expire on October 31,
2006, unless earlier exchanged or redeemed by the Company. The Company may
redeem the Rights for one-half cent per Right under certain circumstances.
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<PAGE> 8
The existence of the Shareholder Protection Rights Agreement could make it
more difficult for a third party to acquire control of the Company than would be
the case if the Company had no such Agreement.
Miscellaneous
The outstanding shares of Common Stock are fully paid and are not subject
to further call or assessment. The Common Stock does not have any sinking fund,
conversion or redemption provision applicable thereto. There is no restriction
in the Restated Articles of Incorporation of the Company on the repurchase of
shares of Common Stock by the Company with funds legally available therefor.
Under Pennsylvania law, the Company may not at any time engage, except in
certain instances, in any business combination with any interested shareholder
(a beneficial owner of more than 20% of the outstanding stock entitled to elect
directors or an affiliate or associate of the Company who at any time within the
previous five years was the beneficial owner of more than 20% of the outstanding
stock entitled to elect directors, excluding, in each case, shares held
continuously since January 1, 1983) of the Company other than a business
combination (i) approved by the Board of Directors of the Company prior to the
interested shareholder's share acquisition date (or where the interested
shareholder's acquisition of shares was previously approved), (ii) approved by
the affirmative vote of all of the holders of the outstanding Common Stock,
(iii) approved by holders of a majority of the voting shares (excluding the
shares held by the interested shareholder or any associate or affiliate thereof)
at a meeting called for such purpose, no earlier than three months after the
interested shareholder becomes the beneficial owner of at least 80% of the
Company's voting shares if the consideration payable to shareholders of the
Company in the business combination complies with certain fair price conditions
specified by Pennsylvania law, (iv) approved by a majority of the votes of the
shareholders entitled to vote (excluding the shares held by the interested
shareholder or any associate or affiliate thereof) at a meeting called for such
purpose not earlier than five years after the interested shareholder's share
acquisition date or (v) approved by a majority of the votes of the shareholders
entitled to vote at a meeting called for such purpose not earlier than five
years after the interested shareholder's share acquisition date, if the business
combination complies with certain fair price conditions specified by
Pennsylvania law. The statute does not apply to business combinations with an
interested shareholder who was the beneficial owner of at least 15% of the
voting stock of the Company on March 23, 1988 and remains so to the share
acquisition date of the interested shareholder.
Pennsylvania law requires any person who acquires the direct or indirect
power to control the vote of at least 20% of the outstanding voting interests in
a Pennsylvania corporation (a "Control Person"), such as the Company, to pay any
other shareholder who exercises his rights under such law an amount equal to the
fair value of the voting shares held by such other shareholder as of the date of
the transaction pursuant to which the Control Person gained such control.
The Common Stock is currently listed and is traded on the NYSE, including
the shares of Common Stock offered hereby.
The Transfer Agent and Registrar for the Common Stock is ChaseMellon
Shareholder Services, L.L.C.
Shares Outstanding
The authorized capital stock of the Company includes 400 million shares of
Common Stock. At the Company's 1998 Annual Meeting of Shareholders, the
shareholders will be asked to approve a proposal to increase the authorized
number of shares of Common Stock to 800,000,000. As of February 12, 1998, there
were issued and outstanding approximately 259,517,000 shares of Common Stock. As
of that date, the Company had reserved or designated for issuance approximately
an additional 31,848,000 shares of Common Stock primarily for various stock
option and other employee benefit incentive plans and the Company's Direct Stock
Purchase and Dividend Reinvestment Plan.
The Company's Board of Directors may issue authorized shares of the Common
Stock without shareholder approval to such persons and for such consideration as
the Company's Board of Directors may determine in connection with acquisitions
by the Company or for other corporate purposes, unless shareholder approval is
required by the rules of any stock exchange on which the Company's securities
may then be listed.
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<PAGE> 9
PREFERRED STOCK
In addition to the authorized shares of Common Stock, the authorized
capital stock of the Company includes 50 million shares of Preferred Stock, par
value $1.00 per share, issuable in one or more series with such terms and at
such times and for such consideration as the Board of Directors of the Company
determines. The Company may amend from time to time its Articles to increase the
number of authorized shares of Preferred Stock. Any such amendment would require
the affirmative vote of a majority of the votes cast by all holders of the
outstanding shares of Common Stock. As of the date of this Prospectus, there
were no shares of Preferred Stock outstanding.
Preference
Generally, any shares of Preferred Stock outstanding will have preference
over and will be senior to the rights of the Common Stock with respect to the
payment of dividends and the distribution of assets in the event of liquidation
or dissolution of the Company.
PLAN OF DISTRIBUTION
The Selling Shareholders may offer Shares from time to time depending on
market conditions and other factors, in one or more transactions on the NYSE or
other securities exchanges on which the Shares are traded, in the
over-the-counter market or otherwise, at market prices prevailing at the time of
sale, at negotiated prices or at fixed prices. The Shares may be offered in any
manner permitted by law, including through underwriters, brokers, dealers or
agents, and directly to one or more purchasers. Sales of Shares may involve (i)
sales to underwriters who will acquire Shares for their own account and resell
them in one or more transactions at fixed prices or at varying prices determined
at the time of sale, (ii) block transactions in which the broker or dealer so
engaged will attempt to sell the Shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction, (iii) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account, (iv) an exchange distribution in accordance with the rules of any such
exchange, and (v) ordinary brokerage transactions and transactions in which a
broker solicits purchasers. Brokers and dealers may receive compensation in the
form of underwriting discounts, concessions or commissions from the Selling
Shareholders and/or purchasers of Shares for whom they may act as agent (which
compensation may be in excess of customary commissions). The Selling
Shareholders and any broker or dealer that participates in the distribution of
Shares may be deemed to be underwriters and any commissions received by them and
any profit on the resale of Shares positioned by a broker or dealer may be
deemed to be underwriting discounts and commissions under the Securities Act. In
the event a Selling Shareholder engages an underwriter in connection with the
sale of the Shares, to the extent required, a Prospectus Supplement will be
distributed, which will set forth the number of Shares being offered and the
terms of the offering, including the names of the underwriters, any discounts,
commissions and other items constituting compensation to underwriters, dealers
or agents, the public offering price and any discounts, commissions or
concessions allowed or reallowed or paid by underwriters to dealers.
In connection with distributions of the Common Stock or otherwise, the
Selling Shareholders may enter into hedging transactions with broker-dealers or
other financial institutions. In connection with such transactions,
broker-dealers or other financial institutions may engage in short sales of
Common Stock in the course of hedging the positions they assume with the Selling
Shareholders. The Selling Shareholders also may sell Common Stock short and
redeliver the Shares to close out such short positions. The Selling Shareholders
also may enter into option or other transactions with broker-dealers or other
financial institutions which require the delivery to such broker-dealer or other
financial institution of the Common Stock offered hereby, which Common Stock
such broker-dealer or other financial institution may resell pursuant to this
Prospectus (as supplemented or amended, to the extent required, to reflect such
transaction). The Selling Shareholders also may pledge the Shares registered
hereunder to a broker-dealer or other financial institution, including
affiliates of the Company, and, upon a default, such broker-dealer or other
financial institution may effect sales of the pledged Common Stock pursuant to
this Prospectus (as supplemented or amended, to the extent required, to reflect
such transaction).
In addition, the Selling Shareholders may from time to time sell Shares in
transactions under Rule 144 under the Securities Act.
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<PAGE> 10
Pursuant to the Agreement and Plan of Reorganization, the Company agreed to
use its best efforts to complete the following actions as soon as practicable
after the Closing Date at its expense: (i) to prepare and file with the
Commission a registration statement with respect to all shares of Common Stock
which may be issuable to the shareholders of UBI under the Agreement and Plan of
Reorganization; (ii) to cause such registration statement to become effective
within 90 days of the Closing Date to register the shares of Common Stock issued
to the holders of UBI common stock pursuant to the Merger for resale by such
holders; and (iii) to maintain the effectiveness of such registration statement
until the earlier of (a) the former UBI shareholders' disposition of all such
registered shares or (b) the former UBI shareholders being able to dispose of
all such registered shares pursuant to Rule 144. Pursuant to the Agreement and
Plan of Reorganization, the Company agreed to bear all expenses incurred in
connection with the registration and qualification of the shares registered. In
addition, the Company and each shareholder of UBI is required under the
Agreement and Plan of Reorganization, to enter into a customary form of
indemnification agreement to indemnify and hold each other harmless against any
liability in connection with the registration statement prepared in connection
with registering the shares of Common Stock issued in the Merger.
Until such time as the registration statement is filed with the Commission
and declared effective, the resale of the shares of Common Stock received by the
shareholders of UBI in the Merger is not permitted, except in reliance upon an
appropriate exemption under the Securities Act. As a condition to consummation
of the Merger, each UBI shareholder receiving Shares entered into a Share
Restriction Agreement whereby such shareholder agreed to abide by the transfer
restrictions applicable to unregistered shares under state and federal
securities laws.
LEGAL MATTERS
Certain legal matters in connection with the validity of the Shares offered
hereby have been passed upon for the Company by Carl Krasik, Associate General
Counsel and Secretary for the Company. Mr. Krasik also is a shareholder of the
Company and one of its subsidiaries and holds options to purchase additional
shares of Common Stock of the Company.
EXPERTS
The consolidated financial statements of the Company incorporated by
reference in the Company's 1997 Annual Report on Form 10-K as of December 31,
1997 and 1996 and for each of the years in the three-year period ended December
31, 1997 have been audited by KPMG Peat Marwick LLP, independent certified
public accountants, as set forth in their report thereon incorporated therein
and herein by reference. Such consolidated financial statements are incorporated
herein in reliance upon such report of KPMG Peat Marwick LLP. Audited financial
statements to be included in subsequently filed documents will be incorporated
herein in reliance upon the reports of KPMG Peat Marwick LLP, independent
certified public accountants, or such other auditing firm which may have audited
such financial statements (to the extent covered by consents filed with the
Commission), and upon the authority of said firm as experts in auditing and
accounting.
CERTAIN FORWARD-LOOKING STATEMENTS
From time to time, the Company may communicate in oral or written form
statements relating to the future results of the Company that may be considered
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements may relate to, among other
things, the Year 2000 project, loan loss reserve adequacy, simulation of changes
in interest rates and litigation results. Actual results may differ materially
from those expressed or implied as a result of certain risks and uncertainties,
including, but not limited to, changes in political and economic conditions,
interest rate fluctuations, competitive product and pricing pressures within the
Company's markets, equity and fixed income market fluctuations, personal and
corporate customers' bankruptcies, inflation, acquisitions and integrations of
acquired businesses, technological change, changes in law, changes in fiscal,
monetary, regulatory and tax policies, monetary fluctuations, success in gaining
regulatory approvals when required as well as other risks and uncertainties
detailed from time to time in the filings of the Company with the Commission.
-10-
<PAGE> 11
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES OFFERED
BY THIS PROSPECTUS OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE OF THIS PROSPECTUS OR THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE HEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company........................... 3
The Acquisition....................... 3
Price Range of Common Stock
and Dividends....................... 4
Use of Proceeds....................... 4
Selling Shareholders.................. 5
Description of Capital Stock.......... 6
Plan of Distribution.................. 9
Legal Matters......................... 10
Experts............................... 10
Certain Forward-Looking Statements.... 10
</TABLE>
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5,069,403 SHARES
MELLON BANK CORPORATION
COMMON STOCK
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PROSPECTUS
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MARCH 23, 1998
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