<PAGE>
Filed Pursuant to Rule 424B5
Registration No. 33-62151
33-62151-01
PROSPECTUS SUPPLEMENT
(To Prospectus Dated September 6, 1995)
[Company Logo]
$400,000,000
Mellon Financial Company
Floating Rate Senior Notes due September 16, 2002
Guaranteed by
Mellon Bank Corporation
------------
The notes of Mellon Financial Company are guaranteed by Mellon Bank
Corporation. The annual rate of interest on the notes will be reset quarterly
as further described in this prospectus supplement based on the London
interbank offered rate (LIBOR) plus .32%. Interest on the notes is payable on
March 14, June 14, September 14 and December 14 of each year, beginning on
December 14, 1999. The notes are not redeemable prior to maturity. There will
not be a sinking fund.
The principal executive offices of Mellon Financial Company and Mellon Bank
Corporation are located at One Mellon Bank Center, 500 Grant Street,
Pittsburgh, Pennsylvania 15258, telephone number (412) 234-5000.
------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
The notes are not savings or deposit accounts and are not insured by the
Federal Deposit Insurance Corporation or any other governmental agency.
------------
<TABLE>
<CAPTION>
Per Senior Note Total
--------------- -----
<S> <C> <C>
Public Offering Price 99.917% $399,668,000
Underwriting Discount .350% $ 1,400,000
Proceeds to Mellon Financial Company (before ex-
penses) 99.567% $398,268,000
</TABLE>
Interest on the notes will accrue from September 14, 1999 to date of
delivery.
------------
The underwriters are offering the notes subject to various conditions. The
underwriters expect to deliver the notes to purchasers on or about September
14, 1999.
------------
Salomon Smith Barney
Bear, Stearns & Co. Inc.
Chase Securities Inc.
Credit Suisse First Boston
J.P. Morgan & Co.
Mellon Financial Markets, Inc.
September 9, 1999
<PAGE>
You should rely only on the information contained in or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We
have not authorized anyone to provide you with different information. We are
not making an offer of these notes in any state where the offer is not
permitted. You should not assume that the information provided by this
prospectus supplement or the accompanying prospectus is accurate as of any date
other than the date on the front of this prospectus supplement.
---------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Supplement
Mellon Bank Corporation................................................... S-3
Mellon Financial Company.................................................. S-3
Use of Proceeds........................................................... S-3
Regulatory Considerations................................................. S-4
Mellon Bank Corporation Capitalization.................................... S-5
Mellon Bank Corporation and Subsidiaries Consolidated Selected Historical
Financial Data.......................................................... S-6
Ratios of Earnings to Fixed Charges....................................... S-7
Description of Notes and Guarantees....................................... S-8
Book-Entry System......................................................... S-9
Underwriting.............................................................. S-12
Validity of the Notes and Guarantees...................................... S-13
Prospectus
Statement of Available Information........................................ 2
Incorporation of Certain Documents by Reference........................... 2
Mellon Bank Corporation................................................... 3
Mellon Financial Company.................................................. 3
Use of Proceeds........................................................... 4
Certain Regulatory Considerations......................................... 4
Mellon Bank Corporation Consolidated Summary Financial Data............... 8
Description of Debt Securities and Guarantees............................. 11
Senior Securities......................................................... 17
Subordinated Securities................................................... 18
Certain Tax Considerations................................................ 20
Plan of Distribution...................................................... 20
Validity of Debt Securities and Guarantees................................ 21
Experts................................................................... 21
</TABLE>
<PAGE>
MELLON BANK CORPORATION
Mellon Bank Corporation is a multibank holding company incorporated under
the laws of Pennsylvania in August 1971 and registered under the Federal Bank
Holding Company Act of 1956, as amended. Its principal direct subsidiaries are
Mellon Bank, N.A., The Boston Company, Inc., Buck Consultants, Inc., Newton
Management Limited and a number of companies known as the Mellon Financial
Services Corporations. The Dreyfus Corporation, one of the nation's largest
mutual fund companies, and Founders Asset Management, LLC, are wholly owned
subsidiaries of Mellon Bank, N.A.
Mellon Bank Corporation's banking subsidiaries engage in retail financial
services, commercial banking, trust and investment management services,
residential real estate loan financing, mutual fund activities, equipment
leasing, insurance products, and various securities-related activities. Buck
Consultants, Inc., a global actuarial and human resources consulting firm,
provides a broad array of services in the areas of defined benefit and defined
contribution plans, health and welfare plans, communications and compensation
consulting, and outsourcing and administration of employee benefit programs.
The Mellon Financial Services Corporations, through their subsidiaries and
joint ventures, provide 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.
MELLON FINANCIAL COMPANY
Mellon Financial Company is a wholly owned subsidiary of Mellon Bank
Corporation incorporated under the laws of Pennsylvania. It functions as a
financing entity for Mellon Bank Corporation and its subsidiaries and
affiliates through the issuance of commercial paper and other debt guaranteed
by Mellon Bank Corporation. Financial data for Mellon Financial Company is
combined with Mellon Bank Corporation and with Mellon Capital I and Mellon
Capital II, special purpose business trusts formed by Mellon Bank Corporation
for the sole purpose of issuing capital securities, for financial reporting
purposes due to the limited function of Mellon Financial Company and the
unconditional guarantees by Mellon Bank Corporation of all of the obligations
of Mellon Financial Company, Mellon Capital I and Mellon Capital II.
USE OF PROCEEDS
Mellon Financial Company will use the net proceeds from the sale of the
notes to make loans to Mellon Bank Corporation and its subsidiaries and
affiliates. Mellon Bank Corporation and its subsidiaries and affiliates will
use the proceeds of these loans for general corporate purposes, which may
include acquisitions, and repayments and redemptions of outstanding
indebtedness. The precise amounts and time of the application of proceeds will
depend upon the funding requirements of Mellon Bank Corporation and its
subsidiaries and affiliates.
S-3
<PAGE>
REGULATORY CONSIDERATIONS
Mellon Financial Company and Mellon Bank Corporation are legal entities
separate and distinct from Mellon Bank Corporation's bank subsidiaries.
However, their principal source of cash revenues are payments of interest and
dividends from these bank subsidiaries. There are various legal and regulatory
limitations on the extent to which these bank subsidiaries can finance or
otherwise supply funds to Mellon Bank Corporation, Mellon Financial Company
and their other affiliates.
The prior approval of the Comptroller of the Currency or the Board of
Governors of the Federal Reserve System, as applicable, is required if the
total of all dividends declared by any national or state member bank
subsidiary in any calendar year exceeds its net profits for that year combined
with its retained net profits for the preceding two calendar years.
Additionally, these bank subsidiaries may not declare dividends in excess of
net profits on hand, after deducting the amount by which the principal amount
of all loans on which interest is past due for a period of six months or more
exceeds the reserve for credit losses. Under the first and currently more
restrictive of the federal dividend limitations, Mellon Bank Corporation's
bank subsidiaries can, without prior regulatory approval, declare dividends
subsequent to June 30, 1999 of up to approximately $935 million of their
retained earnings of approximately $3.330 billion at June 30, 1999, less any
dividends declared and plus or minus net profits or losses between July 1,
1999 and the date of any such dividend declaration. The payment of dividends
is also limited by minimum capital requirements imposed on banks. Mellon Bank
Corporation's bank subsidiaries exceed these minimum requirements. The ability
of state member banks to pay dividends is also limited by state banking
regulations. Mellon Bank Corporation's bank subsidiaries declared dividends to
Mellon Bank Corporation of $394 million in the first six months of 1999, $380
million in 1998, $450 million in 1997, and $400 million in 1996. Dividends
paid to Mellon Bank Corporation by non-bank subsidiaries totaled $42 million
in the first six months of 1999, $71 million in 1998, $34 million in 1997 and
$21 million in 1996. In addition, The Boston Company returned $100 million of
capital to Mellon Bank Corporation in each of 1998 and 1997, and Mellon Bank
(DE) National Association returned $235 million of capital to Mellon Bank
Corporation in the first six months of 1999.
S-4
<PAGE>
MELLON BANK CORPORATION
CAPITALIZATION
The following table sets forth the consolidated capitalization of Mellon
Bank Corporation and its subsidiaries at June 30, 1999 and as adjusted to give
effect to the issuance of the notes offered by this prospectus supplement. The
capitalization table should be read in conjunction with the detailed
information and financial statements of Mellon Bank Corporation available as
described under "Incorporation of Certain Documents by Reference" in the
accompanying prospectus.
<TABLE>
<CAPTION>
Pro
Actual Forma
June 30, June 30,
1999 1999 (A)
(Dollar amounts in millions) -------- --------
<S> <C> <C>
Commercial paper................................................. $ 135 $ 135
Notes and debentures:
Parent Corporation(B):
6.70% Subordinated Debentures due 2008......................... 249 249
6.30% Senior Notes due 2000.................................... 200 200
7 5/8% Senior Notes due 1999................................... 200 200
6 7/8% Subordinated Debentures due 2003........................ 150 150
9 1/4% Subordinated Debentures due 2001........................ 100 100
9 3/4% Subordinated Debentures due 2001........................ 100 100
Medium Term Notes, Series A, due 2000-2001
(10.30% to 10.50% at June 30, 1999)........................... 10 10
7 1/4% Convertible Subordinated Capital Notes due 1999......... 1 1
6 3/8% Subordinated Debentures due 2010........................ 348 348
6% Senior Notes due 2004....................................... 200 200
5 3/4% Senior Notes due 2003................................... 300 300
Floating Rate Senior Notes due 2002............................ -- 400
Subsidiaries:
7 3/8% Subordinated Notes due 2007............................. 300 300
7% Subordinated Notes due 2006................................. 300 300
7 5/8% Subordinated Notes due 2007............................. 249 249
6 1/2% Subordinated Notes due 2005............................. 249 249
6 3/4% Subordinated Notes due 2003............................. 149 149
Medium Term Bank Notes due 1999-2007 (4.90% to 8.55% at
June 30, 1999)................................................ 198 198
------- -------
Total notes and debentures.................................... 3,303 3,703
------- -------
Total commercial paper, notes and debentures.................. 3,438 3,838
------- -------
Guaranteed Preferred Beneficial Interests in Corporation's Junior
Subordinated Deferrable Interest Debentures, Series A........... 495 495
Guaranteed Preferred Beneficial Interests in Corporation's Junior
Subordinated Deferrable Interest Debentures, Series B........... 496 496
Shareholders' equity:
Common stock--$.50 par value
Authorized--800,000,000 shares
Issued--588,661,920 shares(C)................................. 294 294
Additional paid-in capital...................................... 1,765 1,765
Retained earnings............................................... 3,587 3,587
Accumulated unrealized loss, net of tax......................... (90) (90)
Treasury stock of 74,450,718 shares at cost(C).................. (1,253) (1,253)
------- -------
Total shareholders' equity................................... 4,303 4,303
------- -------
Total capitalization......................................... $ 8,732 $ 9,132
======= =======
</TABLE>
- --------
(A) Reflects the issuance of $400 million of notes offered by this prospectus
supplement.
(B) Parent Corporation includes the accounts of Mellon Bank Corporation as
well as of Mellon Financial Company and of Mellon Capital I and Mellon
Capital II, special purpose business trusts formed by Mellon Bank
Corporation that exist solely to issue capital securities.
(C) Reflects the two-for-one common stock split distributed on May 17, 1999.
S-5
<PAGE>
MELLON BANK CORPORATION AND SUBSIDIARIES
CONSOLIDATED SELECTED HISTORICAL FINANCIAL DATA
This summary is qualified in its entirety by the detailed information and
financial statements included in the documents incorporated herein by
reference. See "Incorporation of Certain Documents by Reference" in the
accompanying prospectus.
<TABLE>
<CAPTION>
At or For the Six
Months Ended
June 30,
------------------
1999 1998
(Dollar amounts in millions, except per share amounts) -------- --------
<S> <C> <C>
Income Statement Data:
Net interest revenue........................................ $ 730 $ 736
Provision for credit losses................................. 25 30
-------- --------
Net interest revenue after provision for credit losses...... 705 706
Fee revenue................................................. 1,576 1,410
Net gain from divestitures.................................. 142 --
Gains on sales of securities................................ -- 1
Operating expense........................................... 1,603 1,454
Provision for income taxes.................................. 302 233
-------- --------
Income before cumulative effect of accounting change........ 518 430
Cumulative effect of accounting change...................... (26) --
-------- --------
Net income(A)............................................... $ 492 $ 430
Net income applicable to common stock(A).................... 492 421
Consolidated Per Common Share Data:
Basic net income before cumulative effect of accounting
change..................................................... $ .99 $ .81
Cumulative effect of accounting change...................... (.05) --
-------- --------
Basic net income(A)......................................... .94 .81
Diluted net income before cumulative effect of accounting
change..................................................... .98 .79
Cumulative effect of accounting change...................... (.05) --
-------- --------
Diluted net income(A)....................................... .93 .79
Dividends................................................... .38 .35
Book value at period end.................................... 8.37 8.12
Average common shares and equivalents outstanding:
Basic (in thousands)....................................... 520,846 518,226
Diluted (in thousands)..................................... 528,516 529,036
Key Ratios:
Return on assets(A)(B)(C)................................... 1.97% 1.84%
Return on common shareholders' equity(A)(B)(C).............. 22.32 21.21
Net interest margin(B)(C)(D)................................ 3.76 4.02
Dividends per common share as a percentage of:
Basic net income per share................................. 40.37 42.18
Diluted net income per share............................... 40.37 42.18
Consolidated Balance Sheet Data--Average Balances(B):
Money market investments.................................... $ 1,365 $ 1,654
Securities.................................................. 6,709 5,450
Loans....................................................... 30,983 29,848
Total interest-earning assets............................... 39,410 37,192
Total assets................................................ 50,219 47,102
Deposits.................................................... 33,721 33,139
Notes and debentures (with original maturities over one
year)...................................................... 3,369 2,900
Capital securities.......................................... 991 991
Common shareholders' equity................................. 4,442 4,000
Capital Ratios:
Common shareholders' equity to assets(E).................... 8.77% 8.92%
Average common shareholders' equity to average assets(B).... 8.85 8.49
Tier I capital ratio(E)..................................... 6.87 6.51
Total (Tier I plus Tier II) capital ratio(E)................ 11.18 10.83
Leverage capital ratio(E)................................... 6.70 6.65
</TABLE>
S-6
<PAGE>
<TABLE>
<CAPTION>
At or For the Six
Months Ended
June 30,
------------------
1999 1998
(Dollar amounts in millions, except per share amounts) -------- --------
<S> <C> <C>
Asset Quality Ratios:
Reserve for credit losses as a percentage of:
Total loans(E)............................................. 1.34% 1.62%
Nonperforming loans(E)..................................... 338 463
Net credit losses as a percentage of average loans(B)(C).... .18 .21
Nonperforming assets as a percentage of total loans and net
acquired property(E)....................................... .46 .55
</TABLE>
- --------
(Note:) The comparability of this information has been affected by Mellon Bank
Corporation's February 2, 1998 acquisition of Mellon United National
Bank, the February 17, 1998 acquisition of Mellon 1st Business Bank,
the April 1, 1998 acquisition of Founders Asset Management, LLC, the
June 1, 1998 acquisition of Clair Odell Group, and the October 16,
1998 acquisition of Newton Management Limited. Per common share
amounts for the six months ended June 30, 1998 have been restated to
reflect the two-for-one common stock split distributed on May 17,
1999.
(A) Results for the six months ended June 30, 1999 include an $87 million
after-tax net gain from divestitures, $36 million of nonrecurring expenses
after taxes and a $26 million after-tax charge for the cumulative effect
of a change in accounting principle. Excluding these items, net income was
$467 million, net income applicable to common stock was $467 million,
basic net income per common share was $.89, diluted net income per common
share was $.88, return on assets was 1.87% and return on common
shareholders' equity was 21.16%.
(B) Computed on a daily average basis.
(C) Calculated on an annualized basis.
(D) Calculated on a taxable equivalent basis, at a tax rate approximating 35%.
Loan fees, nonaccrual loans and the related effect on income have been
included in the calculation of the net interest margin.
(E) Period-end ratio.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth Mellon Bank Corporation's ratios of earnings
to fixed charges for each of the periods indicated:
<TABLE>
<CAPTION>
Six Months
Ended
June 30, Year Ended December 31,
----------- ------------------------
1999 1998 1998 1997 1996 1995 1994
----- ----- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Mellon Bank Corporation (parent
corporation)(A).......................... 4.19 2.84 2.24 3.01 4.46 5.88 5.56
Mellon Bank Corporation and its
subsidiaries(B):
Excluding interest on deposits........... 3.45 3.38 3.33 3.35 3.86 3.45 3.35
Including interest on deposits........... 2.01 1.89 1.87 1.85 1.88 1.82 1.84
</TABLE>
- --------
(Note:) The comparability of this information has been affected by various
acquisitions and other transactions occurring during the periods
presented. These transactions are described in Mellon Bank
Corporation's Annual Reports on Form 10-K for the periods ended
December 31, 1994, 1995, 1996, 1997 and 1998 and Quarterly Reports on
Form 10-Q for the quarterly periods ended March 31 and June 30, 1999.
(A) These ratios include the accounts of Mellon Bank Corporation and Mellon
Financial Company and, for the year ended December 31, 1996 and subsequent
periods, Mellon Capital I and Mellon Capital II. For purposes of computing
these ratios, earnings represent income before taxes and equity in
undistributed net income (loss) of subsidiaries, plus the fixed charges of
Mellon Bank Corporation. Fixed charges represent interest expense, one-
third (the proportion deemed representative of the interest factor) of
rental expense net of income from subleases, amortization of debt issuance
costs and, for the year ended December 31, 1996 and subsequent periods,
capital securities expense. Because the ratios exclude from earnings the
equity in undistributed net income (loss) of subsidiaries, the ratios vary
with the payment of dividends by such subsidiaries.
(B) For purposes of computing these ratios, earnings represent consolidated
income, before income taxes and the cumulative effect of a change in
accounting principle, plus consolidated fixed charges. Fixed charges,
excluding interest on deposits, include interest expense (other than on
deposits), one-third (the proportion deemed representative of the interest
factor) of rental expense net of income from subleases, amortization of
debt issuance costs and, for the year ended December 31, 1996 and
subsequent periods, capital securities expense. Fixed charges, including
interest on deposits, include all interest expense, one-third (the
proportion deemed representative of the interest factor) of rental expense
net of income from subleases, amortization of debt issuance costs and, for
the year ended December 31, 1996 and subsequent periods, capital
securities expense. The ratio of earnings to fixed charges for the six
months ended June 30, 1999 exclude from earnings a $142 million pre-tax
net gain from completed and pending divestitures and $56 million pre-tax
of nonrecurring expenses. Had these computations included the net gain
from divestitures and nonrecurring expenses, the ratio of earnings to
fixed charges would have been 3.73, excluding interest on deposits, and
2.13, including interest on deposits.
S-7
<PAGE>
DESCRIPTION OF NOTES AND GUARANTEES
The notes will be issued under an indenture, dated as of May 2, 1988, as
supplemented by a first supplemental indenture, dated as of November 29, 1990,
among Mellon Financial Company, Mellon Bank Corporation and The Chase
Manhattan Bank, as trustee. A copy of the indenture is filed as an exhibit to
the Registration Statement and its terms are more fully described in the
accompanying prospectus. The following description of the particular terms of
the notes and of the indenture supplements, and to the extent inconsistent,
replaces, the descriptions of the general terms and provisions of the debt
securities and senior securities and of the indenture included in the
accompanying prospectus.
The notes will be unsecured and will rank equally with all outstanding
senior indebtedness of Mellon Financial Company and are unconditionally
guaranteed as to payment of principal and interest by Mellon Bank Corporation.
The guarantees of the notes will be unsecured and will rank equally with all
outstanding senior indebtedness of Mellon Bank Corporation. See "Senior
Securities" in the accompanying prospectus.
The notes will be limited to a total principal amount of $400,000,000. The
notes will be denominated in U.S. dollars and payments of principal of and
interest on the notes will be in U.S. dollars. The notes will be issued only
in fully registered form, without coupons, in denominations of $1,000 and
integral multiples thereof. Upon issuance, the notes will be book-entry notes
represented by one or more global notes registered in the name of the nominee
of the depositary. See "Book-Entry System" below.
The notes will mature on September 16, 2002, and will bear interest at the
rates per annum determined as described below under "Interest Rate" from
September 14, 1999 or from the most recent interest payment date to which
interest has been paid or provided for. Interest on the notes will be payable
quarterly on March 14, June 14, September 14 and December 14 of each year,
commencing December 14, 1999, to the person in whose name the notes are
registered at the close of business on the preceding March 1, June 1,
September 1 or December 1, as the case may be. The trustee will serve as
security registrar and paying agent for the notes.
Payment of the principal of and interest on each global note representing
book-entry notes will be made on each interest payment date or at maturity by
the trustee as paying agent by wire transfer of immediately available funds to
a separate account of the depositary or its nominee at the Federal Reserve
Bank of New York. In the case of payments made at maturity, the global note
must be presented to the trustee in time for the trustee to make the payments
in accordance with its normal procedures. Payments to beneficial owners of
book-entry notes will be made through the depositary and its participants. See
"Book-Entry System." For a description of the payment of principal of and
interest on certificated notes, see "Description of Debt Securities and
Guarantees--Payment and Paying Agents" in the accompanying prospectus.
The notes will not be redeemable by Mellon Financial Company prior to their
stated maturity and will not be entitled to the benefit of a sinking fund.
Mellon Financial Company may at any time repurchase notes at any price in the
open market or otherwise. These repurchased notes may be held or resold or, at
the discretion of Mellon Financial Company, may be surrendered to the trustee
for cancellation.
Interest Rate
The per annum rate of interest for each interest period will be .32% plus
LIBOR for such interest period. The interest period means the period beginning
on and including September 14, 1999 and ending on and excluding December 14,
1999 and each succeeding period beginning on and including an interest payment
date and ending on and excluding the next succeeding interest payment date.
LIBOR for each interest period will be determined on the interest
determination date, which will be the second London business day prior to the
first day of that interest period. LIBOR for each interest period will be
determined by Mellon Bank, N.A. acting as calculation agent in accordance with
the following provisions:
. On each interest determination date, the calculation agent will
ascertain the offered rate for three-month deposits in U.S. dollars in
the London interbank market, which appear on the Telerate Page 3750 as
of 11:00 A.M., London time, on such interest determination date.
S-8
<PAGE>
. If such rate does not appear on the Telerate Page 3750, or the Telerate
Page 3750 is unavailable, the calculation agent will request four major
banks in the London interbank market (referred to as the reference
banks) to provide the calculation agent with their offered quotation for
three-month deposits in U.S. dollars to leading banks in the London
interbank market, in a principal amount equal to an amount of not less
than $1 million that is representative for a single transaction in such
market at such time, at approximately 11:00 A.M., London time, on the
interest determination date. If at least two such quotations are
provided, LIBOR for such interest determination date will be the
arithmetic mean of such quotations.
. If less than two of the reference banks provide the calculation agent
with such offered quotations, LIBOR for such interest determination date
will be the arithmetic mean of the rates quoted by three major banks in
The City of New York, selected by the calculation agent, at
approximately 11:00 A.M., New York City time, on that interest
determination date for three-month loans in U.S. dollars to leading
European banks, in a principal amount equal to an amount of not less
than $1 million that is representative for a single transaction in such
market at such time. However, if the banks selected by the calculation
agent are not quoting as mentioned in the preceding sentence, LIBOR will
be the LIBOR in effect on such interest determination date.
"London business day" means any day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market.
"Telerate Page 3750" means the display designated as page "3750" of the
Bridge Telerate, Inc. telerate service or such other page as may replace that
page on that service or such other service or services that may be nominated
by the British Banker's Association for the purpose of displaying LIBOR for
U.S. dollar deposits.
Interest on the notes will be computed on the basis of the actual number of
days in the applicable interest period divided by 360.
At the request of the holder of any note, the calculation agent will provide
the interest rate then in effect and, if different, the interest rate which
will become effective as a result of a determination made on the most recent
interest determination date with respect to such note.
Mellon Bank, N.A., the calculation agent, is a wholly owned subsidiary of
Mellon Bank Corporation.
BOOK-ENTRY SYSTEM
The notes will initially be represented by one or more global securities
registered in the name of the depositary, The Depository Trust Company, New
York, New York, or its nominee as book-entry notes. Except under the
circumstances described below, book-entry notes will not be exchangeable for
certificated notes.
Ownership of book-entry notes will be limited to institutions that have
accounts with the depositary or its nominee or to persons that may hold
interests through these account participants. In addition, ownership of book-
entry notes by participants will only be evidenced by, and the transfer of
that ownership interest will be effected only through, records maintained by
the depositary or its nominee, as the case may be. Ownership of book-entry
notes by persons that hold through participants will only be evidenced by, and
the transfer of that ownership interest within such participant will be
effected only through, records maintained by such participant. The laws of
some jurisdictions require that certain purchasers of securities take physical
delivery of such securities in definitive form. These laws may impair the
ability to transfer book-entry notes.
Mellon Financial Company has been advised by the depositary that upon the
issuance of a permanent global note or notes representing book-entry notes,
and the deposit of such permanent global note or notes with, or on behalf of,
the depositary, the depositary will immediately credit, on its book-entry
registration and transfer system, the respective principal amounts of the
book-entry notes represented by such permanent global note or notes to the
accounts of participants. The accounts to be credited will be designated by
the underwriters.
S-9
<PAGE>
Payments of principal of and interest on book-entry notes represented by any
permanent global note or notes registered in the name of or held by the
depositary or its nominee will be made to the depositary or its nominee, as
the case may be, as the registered owner and the holder of the permanent
global note or notes representing such book-entry notes. These payments to the
depositary or its nominee, as the case may be, will be made by the trustee by
wire transfer of immediately available funds to a separate account of the
depositary or its nominee at the Federal Reserve Bank of New York. In the case
of payments made at maturity of such global note or notes, the global note or
notes must be presented to the trustee in time for the trustee to make the
payments in accordance with its normal procedures. None of Mellon Financial
Company, Mellon Bank Corporation or the trustee or any agent of Mellon
Financial Company, Mellon Bank Corporation or the trustee will have any
responsibility or liability for any aspect of the depositary's records or any
participant's records relating to, or payments made on account of, book-entry
notes or for maintaining, supervising or reviewing any of the depositary's
records or any participant's records relating to such book-entry notes.
Mellon Financial Company has been advised by the depositary that upon
receipt of any payment of principal of or interest on a permanent global note,
the depositary will immediately credit, on its book-entry registration and
transfer system, accounts of participants with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of such permanent global note or notes as shown on the records of the
depositary. Payments by participants to owners of book-entry notes held
through these participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts
of customers registered in "street name," and will be the responsibility of
these participants.
No permanent global note or notes described above may be transferred except
as a whole by the depositary for such permanent global note or notes to a
nominee of the depositary or to a successor depositary or by a nominee of the
depositary to the depositary, another nominee of the depositary or to a
successor depositary.
Book-entry notes represented by a permanent global note are exchangeable for
definitive notes in registered form, of like tenor and of an equal aggregate
principal amount, only if (a) the depositary notifies Mellon Financial Company
that it is unwilling or unable to continue as depositary for such permanent
global note or if at any time the depositary ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, (b) Mellon Financial
Company in its sole discretion determines that such book-entry notes shall be
exchangeable for definitive notes in registered form, or (c) any event shall
have happened and be continuing which, after notice or lapse of time, or both,
would become an event of default with respect to the notes. Any permanent
global note representing book-entry notes that is exchangeable pursuant to the
preceding sentence shall be exchangeable in whole for certificated notes in
registered form, of like tenor and of an equal aggregate principal amount, in
denominations of $1,000 and integral multiples thereof. These definitive notes
shall be registered in the name or names of such person or persons as the
depositary shall instruct the security registrar. It is expected that these
instructions will be based upon directions received by the depositary from its
participants with respect to ownership of book-entry notes.
Except as provided above, owners of book-entry notes will not be entitled to
receive physical delivery of notes in definitive form and will not be
considered the holders of the notes for any purpose under the indenture, and
no permanent global note representing book-entry notes shall be exchangeable,
except for another permanent global note of like denomination and tenor to be
registered in the name of the depositary or its nominee. Accordingly, each
person owning a book-entry note must rely on the procedures of the depositary
and, if such person is not a participant, on the procedures of the participant
through which such person owns its interest, to exercise any rights of a
holder under the indenture. The indenture provides that the depositary, as a
holder, may appoint agents and otherwise authorize participants to give or
take any request, demand, authorization, direction, notice, consent, waiver or
other action which a holder is entitled to give or take under the indenture.
Mellon Financial understands that under existing industry practices, in the
event that Mellon Financial requests any action of holders or an owner of a
book-entry note desires to give or take any action a holder is entitled to
give or take under the indenture, the depositary would authorize the
participants owning the relevant book-entry notes to give or take such action,
and such participants would authorize beneficial owners owning through such
participants to give or take such action or would otherwise act upon the
instructions of beneficial owners owning through them.
S-10
<PAGE>
The depositary has advised Mellon Financial Company and the underwriters as
follows: The depositary is a limited-purpose trust company organized under the
New York Banking Law, a "banking organization" within the meaning of the New
York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934. The depositary holds securities of its
participants and facilitates the clearance and settlement of securities
transactions among its participants in such securities through electronic
book-entry changes in accounts of the participants, thereby eliminating the
need for physical movement of securities certificates. The depositary's
participants include securities brokers and dealers, including the
underwriters, banks, trust companies, clearing corporations, and certain other
organizations, some of whom (and/or their representatives) own the depositary.
Access to the depositary's book-entry system is also available to others, such
as banks, brokers, dealers and trust companies, that clear through or maintain
a custodial relationship with a participant, either directly or indirectly.
The depositary has advised Mellon Financial Company that its management is
aware that some computer applications systems, and the like for processing
data that are dependent upon calendar dates, including dates before, on and
after January 1, 2000, may encounter "Year 2000 problems". The depositary has
informed its participants and other members of the financial community, or the
industry, that it has developed and is implementing a program so that its
systems, as the same relate to the timely payment of distributions, including
principal and income payments, to securityholders, book-entry deliveries, and
settlement of trades within the depositary continue to function appropriately.
This program includes a technical assessment and a remediation plan, each of
which is complete. Additionally, the depositary's plan includes a testing
phase, which is expected to be completed within appropriate time frames.
However, the depositary's ability to perform properly its services is also
dependent upon other parties, including but not limited to issuers and their
agents, as well as third-party vendors from whom the depositary licenses
software and hardware, and third-party vendors on whom the depositary relies
for information or the provision of services, including telecommunication and
electrical utility service providers, among others. The depositary has
informed the industry that it is contacting and will continue to contact
third-party vendors from whom the depositary acquires services to:
. impress upon them the importance of such services being Year 2000
compliant, and
. determine the extent of their efforts for Year 2000 remediation, and, as
appropriate, testing, of their services.
In addition, the depositary is in the process of developing contingency
plans as it deems appropriate. According to the depositary, the preceding year
2000 information has been provided to the industry for informational purposes
only and is not intended to serve as a representation, warranty or contract
modification of any kind.
S-11
<PAGE>
UNDERWRITING
Subject to the terms and conditions stated in the underwriting agreement
dated the date hereof, each underwriter named below has severally agreed to
purchase, and Mellon Financial Company has agreed to sell to such underwriter,
the principal amount of notes set forth opposite the name of such underwriter:
<TABLE>
<CAPTION>
Principal Amount
Underwriter of Notes
----------- ----------------
<S> <C>
Salomon Smith Barney Inc. ................................ $200,000,000
Bear, Stearns & Co. Inc. ................................. 40,000,000
Chase Securities Inc. .................................... 40,000,000
Credit Suisse First Boston Corporation.................... 40,000,000
J.P. Morgan Securities Inc. .............................. 40,000,000
Mellon Financial Markets, Inc. ........................... 40,000,000
------------
Total................................................... $400,000,000
============
</TABLE>
The underwriting agreement provides that the obligations of the several
underwriters to purchase the notes included in this offering are subject to
approval of certain legal matters by counsel and to certain other conditions.
The underwriters are obligated to purchase all the notes if they purchase any
of the notes. The underwriting agreement provides that, in the event of a
default by an underwriter, in certain circumstances the purchase commitments
of non-defaulting underwriters may be increased or the underwriting agreement
may be terminated.
The underwriters, for whom Salomon Smith Barney Inc., Bear, Stearns & Co.
Inc., Chase Securities Inc., Credit Suisse First Boston Corporation, J.P.
Morgan Securities Inc. and Mellon Financial Markets, Inc. are acting as
representatives, propose to offer some of the notes directly to the public at
the public offering price set forth on the cover page of this prospectus
supplement and some of the notes to certain dealers at the public offering
price less a concession not in excess of .20% of the principal amount of the
notes. The underwriters may allow, and such dealers may reallow a concession
not in excess of .10% of the principal amount of the notes on sales to certain
other dealers. After the initial offering of the notes to the public, the
public offering price and such concessions may be changed by the
representatives.
The notes will not be listed on any securities exchange. The notes are a new
issue of securities with no established trading market. The underwriters have
advised Mellon Financial Company that they intend to act as market makers for
the notes. However, the underwriters are not obligated to do so and may
discontinue any market making at any time without notice. No assurance can be
given as to the liquidity of the trading market for the notes.
The following table shows the underwriting discounts and commissions to be
paid to the underwriters by Mellon Financial Company in connection with this
offering (expressed as a percentage of the principal amount of the notes).
<TABLE>
<CAPTION>
Paid by Mellon
Financial Company
-----------------
<S> <C>
Per note.............................................. .350%
</TABLE>
In connection with the offering, Salomon Smith Barney Inc., on behalf of the
underwriters, may purchase and sell notes in the open market. These
transactions may include over-allotment, syndicate covering transactions and
stabilizing transactions. Over-allotment involves syndicate sales of notes in
excess of the principal amount of notes to be purchased by the underwriters in
the offering, which creates a syndicate short position. Syndicate covering
transactions involve purchases of the notes in the open market after the
distribution has been completed in order to cover syndicate short positions.
Stabilizing transactions consist of certain bids or purchases of notes made
for the purpose of preventing or retarding a decline in the market price of
the notes while the offering is in progress.
The underwriters also may impose a penalty bid. Penalty bids permit the
underwriters to reclaim a selling concession from a syndicate member when
Salomon Smith Barney Inc., in covering syndicate short positions or making
stabilizing purchases, repurchases notes originally sold by that syndicate
member.
S-12
<PAGE>
Any of these activities may cause the price of the notes to be higher than
the price that otherwise would exist in the open market in the absence of such
transactions. These transactions may be effected in the over-the-counter
market or otherwise and, if commenced, may be discontinued at any time.
Mellon Financial Company estimates that its total expenses of this offering
will be $250,000.
Certain of the underwriters or their affiliates may, from time to time,
engage in transactions, including general financing and bank transactions,
with and perform services for Mellon Bank Corporation and its subsidiaries in
the ordinary course of business. Mellon Financial Markets, Inc. is a wholly
owned subsidiary of Mellon Bank Corporation and an affiliate of Mellon
Financial Company. Rule 2720 of the Conduct Rules of the National Association
of Securities Dealers, Inc. imposes certain requirements when an NASD member
such as Mellon Financial Markets distributes an affiliated company's debt
securities. Mellon Financial Markets has advised Mellon Bank Corporation and
Mellon Financial Company that this offering will comply with the applicable
requirements of Rule 2720.
The Chase Manhattan Bank, the trustee, is an affiliate of Chase Securities
Inc., which is one of the underwriters.
Mellon Financial Company and Mellon Bank Corporation have agreed to
indemnify the underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, or to contribute to payments the
underwriters may be required to make in respect of any of those liabilities.
VALIDITY OF THE NOTES AND GUARANTEES
The validity of the notes and related guarantees will be passed upon for
Mellon Financial Company and Mellon Bank Corporation by Carl Krasik, Associate
General Counsel and Secretary of Mellon Bank Corporation, One Mellon Bank
Center, 500 Grant Street, Pittsburgh, Pennsylvania 15258, and for the
underwriters by Sullivan & Cromwell, 125 Broad Street, New York, New York
10004. Mr. Krasik is also a shareholder of Mellon Bank Corporation and holds
options to purchase additional shares of Mellon Bank Corporation's common
stock. Sullivan & Cromwell will rely as to all matters of Pennsylvania law
upon the opinion of Mr. Krasik. Sullivan & Cromwell from time to time performs
legal services for Mellon Bank Corporation.
S-13
<PAGE>
Prospectus
Mellon Financial Company
(a wholly owned subsidiary of Mellon Bank Corporation)
$1,500,000,000
Debt Securities
Unconditionally guaranteed as to payment of principal, premium, if any, and
interest, if any, by
Mellon Bank Corporation
Mellon Financial Company (the "Company") may issue from time to time in one
or more series up to $1,500,000,000 (or the equivalent thereof in foreign
currencies or currency units) aggregate principal amount of its unsecured debt
securities consisting of debentures, notes and/or other unsecured evidences of
indebtedness (the "Debt Securities"), which may be either senior (the "Senior
Securities") or subordinated (the "Subordinated Securities") in priority of
payment. All Senior Securities will be unconditionally guaranteed on a senior
basis as to payment of principal, premium, if any, and interest, if any, by
Mellon Bank Corporation (the "Corporation"). All Subordinated Securities will
be unconditionally guaranteed on a subordinated basis as to payment of
principal, premium, if any, and interest, if any, by the Corporation. The Debt
Securities may be offered as separate series in amounts, at prices and on
terms to be determined at the time of sale and to be set forth in supplements
to this Prospectus (the "Prospectus Supplement").
The terms of each series of Debt Securities, including, where applicable,
the specific designation, priority, aggregate principal amount, denominations,
maturity, premium, if any, rate or rates and time or times of payment of
interest, if any, terms for redemption at the option of the Company or the
holder, if any, terms for sinking or purchase fund payments, if any, the
initial public offering price, the proceeds to the Company, and any other
specific terms in connection with the offering and sale of the Debt Securities
in respect of which this Prospectus is being delivered, are set forth in the
accompanying Prospectus Supplement. The Subordinated Indenture does not
provide for any right of acceleration of the payment of principal of the
Subordinated Securities upon a default in the payment of principal or interest
or in the performance of any covenant or agreement in the Subordinated
Securities or the Subordinated Indenture. See "Subordinated Securities--Events
of Default and Limited Rights of Acceleration". As used herein, Debt
Securities shall include securities denominated in United States dollars or,
at the option of the Company if so specified in the Prospectus Supplement, in
any other currency or in composite currencies or in amounts determined by
reference to an index.
Debt Securities of a series will be issued in registered form without
coupons and may be issued, at the option of the Company, in the form of a
certificate in definite form (a "Certificated Security") or in the form of one
or more global securities in registered form (each a "Global Security").
The Debt Securities may be sold by the Company directly to purchasers,
through agents designated from time to time, through underwriting syndicates
led by one or more managing underwriters or through one or more underwriters
acting alone. If the Company, directly or through agents, solicits offers to
purchase the Debt Securities, the Company reserves the sole right to accept
and, together with its agents, to reject, in whole or in part, any such offer.
See "Plan of Distribution."
If any agent of the Company, or any underwriter, is involved in the sale of
the Debt Securities, the name of such agent or underwriter, the principal
amount to be purchased by it, any applicable commissions or discounts and the
net proceeds to the Company from such sale are set forth in, or may be
calculated from, the Prospectus Supplement. The aggregate net proceeds to the
Company from the sale of all the Debt Securities will be the public offering
or purchase price of the Debt Securities sold less the aggregate of such
commissions and discounts and other expenses of issuance and distribution. See
"Plan of Distribution" for possible indemnification and contribution
arrangements with agents or underwriters.
------------
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 COMMIS-
SION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------
THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS OR DEPOSIT ACCOUNTS AND ARE
NOT INSURED BY THE BANK INSURANCE FUND OR SAVINGS ASSOCIATION INSURANCE
FUND OF THE FEDERAL DEPOSIT INSURANCE CORPORATION.
------------
This Prospectus may not be used to consummate sales of Debt Securities
unless accompanied by a Prospectus Supplement and/or an abbreviated term sheet
under Rule 434 of the Securities Act of 1933.
------------
The date of this Prospectus is September 6, 1995
<PAGE>
No dealer, salesman or other person has been authorized to give any
information or to make any representations not contained or incorporated by
reference in this Prospectus or any Prospectus Supplement and, if given or
made, such information or representation must not be relied upon as having
been authorized by the Company, the Corporation or any underwriter or agent.
This Prospectus and any Prospectus Supplement do not constitute an offer to
sell or a solicitation of an offer to buy any Debt Securities in any
jurisdiction to any person to whom it is unlawful to make such offer in such
jurisdiction. Neither the delivery of this Prospectus or any Prospectus
Supplement nor any sale made hereunder and thereunder shall, under any
circumstances, create any implication that the information contained or
incorporated by reference herein or therein is correct as of any time
subsequent to the date of such information or that there has been no change in
the affairs of the Company or the Corporation since such date.
STATEMENT OF AVAILABLE INFORMATION
The Corporation 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 Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information can be inspected and copied at the
public reference facilities of the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the Commission's regional offices at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661
and 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In
addition, such reports, proxy statements and other information concerning the
Corporation can be inspected at the offices of the New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005.
The Company and the Corporation have filed with the Commission a
Registration Statement under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Debt Securities and the related
guarantees. This Prospectus does not contain all the information set forth in
the Registration Statement, certain portions of which have been omitted as
permitted by the rules and regulations of the Commission. For further
information with respect to the Company and the Corporation and the Debt
Securities and related guarantees, reference is made to the Registration
Statement, including the exhibits thereto. The Registration Statement may be
inspected by anyone without charge at the principal office of the Commission
in Washington, D.C., and copies of all or part of it may be obtained from the
Commission upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Commission by the
Corporation are incorporated in this Prospectus by reference and made a part
hereof:
(1) The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1994, filed pursuant to Section 13 of the Exchange Act.
(2) The Corporation's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995 and June 30, 1995, each filed pursuant to Section
13 of the Exchange Act.
(3) The Corporation's Current Reports on Form 8-K dated January 13, 1995,
April 18, 1995, June 12, 1995, June 14, 1995, and July 18, 1995, each
filed pursuant to Section 13 of the Exchange Act.
Each document or report subsequently filed by the Corporation with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date hereof and prior to the termination of the offering of the Debt
Securities shall be deemed to be incorporated by reference into this
Prospectus and to be a part of this
2
<PAGE>
Prospectus from the date of filing of such document. Any statement contained
herein, or in a document all or a portion of which is incorporated or deemed
to be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of the Registration Statement and this Prospectus to
the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement or this Prospectus.
The Corporation will provide without charge to any person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated by reference, other than
certain exhibits to such documents. Written requests should be directed to:
Secretary, Mellon Bank Corporation, Room 1820, One Mellon Bank Center, 500
Grant Street, Pittsburgh, Pennsylvania 15258. Telephone requests may be
directed to the Corporation at (412) 234-5222.
------------
MELLON BANK CORPORATION
The Corporation is a multibank holding company incorporated under the laws
of Pennsylvania and registered under the Bank Holding Company Act of 1956, as
amended. At December 31, 1994, the Corporation was the twenty-fourth largest
bank holding company in the United States in terms of assets. Its principal
wholly owned subsidiaries are Mellon Bank, N.A. ("Mellon Bank"), The Boston
Company, Inc. ("The Boston Company"), Mellon Bank (DE) National Association,
Mellon Bank (MD), Mellon PSFS (NJ) National Association and the companies
known as the Mellon Financial Services Corporations. The Corporation also owns
a federal savings bank located in New Jersey, Mellon Bank, F.S.B. The Dreyfus
Corporation ("Dreyfus"), one of the nation's largest mutual fund companies, is
a wholly owned subsidiary of Mellon Bank.
The Corporation's banking subsidiaries engage in retail banking, commercial
banking, trust and investment management services, residential real estate
loan financing, mortgage servicing, mutual fund and various securities-related
activities. Through various non-bank subsidiaries, the Corporation provides a
broad range of bank-related services, including commercial financial services,
equipment leasing, commercial loan financing, stock transfer services, cash
management and numerous trust and investment management services.
The Corporation's principal executive office is located at One Mellon Bank
Center, 500 Grant Street, Pittsburgh, Pennsylvania 15258 (telephone (412) 234-
5000).
MELLON FINANCIAL COMPANY
The Company is a wholly owned subsidiary of the Corporation incorporated
under the laws of Pennsylvania to function as a financing entity for the
Corporation and its subsidiaries and affiliates through the issuance of
commercial paper and other debt guaranteed by the Corporation. Financial data
for the Company and the Corporation are combined for financial reporting
purposes due to the limited function of the Company and the unconditional
guarantees of all of the Company's obligations by the Corporation. The
registered office of the Company is located at One Mellon Bank Center, 500
Grant Street, Pittsburgh, Pennsylvania 15258 (telephone (412) 234-5000).
3
<PAGE>
USE OF PROCEEDS
The Company will apply the net proceeds from the sale of the Debt Securities
offered hereby to its general funds to be used for its corporate financing
purposes, including extensions of credit to the Corporation and to
subsidiaries and affiliates of the Corporation, including its bank
subsidiaries, which will use the proceeds of such extensions of credit for
general corporate purposes, possibly including acquisitions, and repayment at
maturity of commercial paper and other outstanding indebtedness. The precise
amounts and timing of the application of proceeds will depend upon funding
requirements of the Corporation and its subsidiaries and affiliates and the
amount of Debt Securities offered from time to time pursuant to this
Prospectus. For a more precise description regarding the application of the
proceeds, see "Use of Proceeds" in the Prospectus Supplement.
In view of its anticipated funding requirements, the Company expects that it
may, on a recurring basis, engage in additional private or public financings
of a character and amount to be determined as the need arises.
CERTAIN REGULATORY CONSIDERATIONS
General
The Company and the Corporation (together sometimes referred to herein as
the "parent Corporation") are legal entities separate and distinct from the
Corporation's bank subsidiaries, although the principal source of the parent
Corporation's cash revenues are payments of interest and dividends from such
subsidiaries. There are various legal and regulatory limitations on the extent
to which the Corporation's bank subsidiaries can finance or otherwise supply
funds to the Corporation and certain of its other affiliates.
The prior approval of the Comptroller of the Currency (the "Comptroller") is
required if the total of all dividends declared by any such national bank
subsidiary in any calendar year exceeds its net profits (as defined by the
Comptroller) for that year combined with its retained net profits for the
preceding two calendar years. Additionally, national bank subsidiaries may not
declare dividends in excess of net profits on hand (as defined), after
deducting the amount by which the principal amount of all loans on which
interest is past due for a period of six months or more exceeds the reserve
for credit losses. Under the first and currently more restrictive of the
foregoing dividend limitations, the Corporation's national bank subsidiaries
can, without prior regulatory approval, declare dividends for the remainder of
1995 subsequent to June 30, 1995 of up to approximately $490 million of their
retained earnings of approximately $2.103 billion at June 30, 1995, less any
dividends declared and plus or minus net profits or losses, as defined,
between July 1, 1995, and the date of any such dividend declaration. The
payment of dividends is also limited by minimum capital requirements imposed
on all national bank subsidiaries by the Comptroller. The Corporation's
national bank subsidiaries exceed these minimum requirements. The national
bank subsidiaries declared dividends to the parent Corporation of $201 million
in the first six months of 1995, $366 million in 1994, $185 million in 1993
and $154 million in 1992. Dividends paid to the parent Corporation by non-bank
subsidiaries totaled $13 million in the first six months of 1995, $122 million
in 1994, $116 million in 1993 and $26 million in 1992. In addition, Mellon
Bank returned $300 million of paid-in surplus to the parent Corporation in the
second quarter of 1995, and The Boston Company returned $100 million and $300
million of capital to the parent Corporation in 1994 and 1993, respectively.
The Federal Reserve Board and the Comptroller also have issued guidelines
that require bank holding companies and national banks to continuously
evaluate the level of cash dividends in relation to the organization's
operating income, capital needs, asset quality and overall financial
condition. The Comptroller also has authority under the Financial Institutions
Supervisory Act to prohibit national banks from engaging in any activity
which, in the Comptroller's opinion, constitutes an unsafe or unsound practice
in conducting their businesses. The payment of a dividend by a bank could,
depending upon the financial condition of such bank and other factors, be
construed by the Comptroller to be such an unsafe or unsound practice. The
Comptroller has stated that a dividend by a national bank should bear a direct
correlation to the level of the bank's current
4
<PAGE>
and expected earnings stream, the bank's need to maintain an adequate capital
base and the marketplace's perception of the bank and should not be governed
by the financing needs of the bank's parent corporation. As a result,
notwithstanding the level of dividends that could be declared without
regulatory approval by the Corporation's national bank subsidiaries as set
forth in the preceding paragraph, the level of dividends from such bank
subsidiaries to the Corporation in 1995 generally is not expected to exceed
the earnings for those subsidiaries. If the ability of such subsidiaries to
pay dividends to the Corporation were to become restricted, the Corporation
would need to rely on alternative means of raising funds to satisfy its cash
requirements, which might include, but would not be restricted to, non-bank
subsidiary dividends, asset sales or other capital market transactions.
The Financial Institutions Reform, Recovery and Enforcement Act of 1989
contains a "cross-guarantee" provision that could result in any insured
depository institution owned by the Corporation (i.e., any bank subsidiary)
being assessed for losses incurred by the Federal Deposit Insurance
Corporation (the "FDIC") in connection with assistance provided to, or the
failure of, any other depository institution owned by the Corporation. Under
Federal Reserve Board policy, the Corporation may be expected to act as a
source of financial strength to each of its bank subsidiaries and to commit
resources to support each such bank in circumstances where such bank might not
be in a financial position to do so.
FDICIA
The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA")
substantially revised the bank regulatory and funding provisions of the
Federal Deposit Insurance Act and made revisions to several other federal
banking statutes. Among other things, FDICIA requires the federal banking
agencies to take "prompt corrective action" in respect of depository
institutions that do not meet minimum capital requirements. FDICIA establishes
five capital tiers: "well capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized" and "critically
undercapitalized."
Rules adopted by the federal banking agencies under FDICIA provide that an
institution is deemed to be: "well capitalized" if the institution has a total
(Tier I plus Tier II) risk-based capital ratio of 10.0% or greater, a Tier I
risk-based ratio of 6.0% or greater, and a leverage ratio of 5.0% or greater,
and the institution is not subject to an order, written agreement, capital
directive, or prompt corrective action directive to meet and maintain a
specific level for any capital measure; "adequately capitalized" if the
institution has a total risk-based capital ratio of 8.0% or greater, a Tier I
risk-based capital ratio of 4.0% or greater, and a leverage ratio of 4.0% or
greater (or a leverage ratio of 3.0% or greater if the institution is rated
composite 1 in its most recent report of examination, subject to appropriate
federal banking agency guidelines), and the institution does not meet the
definition of a well-capitalized institution; "undercapitalized" if the
institution has a total risk-based capital ratio that is less than 8.0%, a
Tier I risk-based capital ratio that is less than 4.0% or a leverage ratio
that is less than 4.0% (or a leverage ratio that is less than 3.0% if the
institution is rated composite 1 in its most recent report of examination,
subject to appropriate federal banking agency guidelines) and the institution
does not meet the definition of a significantly undercapitalized or critically
undercapitalized institution; "significantly undercapitalized" if the
institution has a total risk-based capital ratio that is less than 6.0%, a
Tier I risk-based capital ratio that is less than 3.0%, or a leverage ratio
that is less than 3.0% and the institution does not meet the definition of a
critically undercapitalized institution; and "critically undercapitalized" if
the institution has a ratio of tangible equity to total assets that is equal
to or less than 2.0%. FDICIA imposes progressively more restrictive
constraints on operations, management and capital distributions, depending on
the capital category in which an institution is classified.
At June 30, 1995, all of the Corporation's banking subsidiaries qualified as
well capitalized based on the ratios and guidelines noted above. A bank's
capital category, however, is determined solely for the purpose of applying
the prompt corrective action rules and may not constitute an accurate
representation of the bank's overall financial condition or prospects.
5
<PAGE>
The appropriate federal banking agency may, under certain circumstances,
reclassify a well capitalized insured depository institution as adequately
capitalized. The appropriate agency is also permitted to require an adequately
capitalized or undercapitalized institution to comply with the supervisory
provisions as if the institution were in the next lower category (but not
treat a significantly undercapitalized institution as critically
undercapitalized) based on supervisory information other than the capital
levels of the institution.
The statute provides that an institution may be reclassified if the
appropriate federal banking agency determines (after notice and opportunity
for hearing) that the institution is in an unsafe or unsound condition or
deems the institution to be engaging in an unsafe or unsound practice.
FDICIA generally prohibits a depository institution from making any capital
distribution (including payment of a dividend) or paying any management fee to
its holding company if the depository institution would thereafter be
undercapitalized. Undercapitalized depository institutions are subject to
growth limitations and are required to submit a capital restoration plan. The
federal banking agencies may not accept a capital restoration plan without
determining, among other things, that the plan is based on realistic
assumptions and is likely to succeed in restoring the depository institution's
capital. In addition, for a capital restoration plan to be acceptable, the
depository institution's parent holding company must guarantee that the
institution will comply with such capital restoration plan. The aggregate
liability of the parent holding company is limited to the lesser of (i) an
amount equal to 5.0% of the depository institution's total assets at the time
it became undercapitalized, and (ii) the amount which is necessary (or would
have been necessary) to bring the institution into compliance with all capital
standards applicable with respect to such institution as of the time it fails
to comply with the plan. If a depository institution fails to submit an
acceptable plan, it is treated as if it is significantly undercapitalized.
Significantly undercapitalized depository institutions may be subject to a
number of requirements and restrictions, including orders to sell sufficient
voting stock to become adequately capitalized, requirements to reduce total
assets and cessation of receipt of deposits from correspondent banks.
Critically undercapitalized institutions are subject to the appointment of a
receiver or conservator.
FDICIA also contains a variety of other provisions that may affect the
operation of the Corporation, including new reporting requirements, regulatory
standards for real estate lending, "truth in savings" provisions, and the
requirement that a depository institution give 90 days prior notice to
customers and regulatory authorities before closing any branch.
Capital
The risk-based capital guidelines for bank holding companies and banks
adopted by the federal banking agencies were fully phased in at the end of
1992. The minimum ratio of qualifying total capital to risk-weighted assets
(including certain off-balance sheet items, such as standby letters of credit)
under the fully phased in guidelines is 8.0%. At least half of the total
capital is to be comprised of common stock, retained earnings, noncumulative
perpetual preferred stocks, minority interests and, for bank holding
companies, a limited amount of qualifying cumulative perpetual preferred
stock, less goodwill and certain other intangibles ("Tier I capital"). The
remainder ("Tier II capital") may consist of other preferred stock, certain
other instruments, and limited amounts of subordinated debt and the reserve
for credit losses.
In addition, the federal banking agencies have established minimum leverage
ratio (Tier I capital to total average assets less goodwill and certain other
intangibles) guidelines for bank holding companies and banks. These guidelines
provide for a minimum leverage ratio of 3.0% for bank holding companies and
banks that meet certain specified criteria, including that they have the
highest regulatory rating. All other banking organizations will be required to
maintain a leverage ratio of 3.0% plus an additional cushion of at least 100
to 200 basis points. The guidelines also provide that banking organizations
experiencing internal growth or making acquisitions will be expected to
maintain strong capital positions substantially above the minimum supervisory
levels, without significant reliance on intangible assets. Furthermore, the
guidelines indicate that the Federal Reserve Board will continue to consider a
"tangible Tier I leverage ratio" in evaluating proposals for expansion of new
activities.
6
<PAGE>
The tangible Tier I leverage ratio is the ratio of Tier I capital, less
intangibles not deducted from Tier I capital, to total assets, less all
intangibles. Neither the Corporation nor any of its banking subsidiaries has
been advised of any specific minimum leverage ratio applicable to it.
The federal banking agencies have revised their risk-based capital standards
to ensure that such standards take adequate account of concentrations of
credit risk and the risks of nontraditional activities. Institutions with high
or moderate levels of risks are expected to operate above minimum capital
standards.
In November 1994, the federal banking agencies announced that they
determined not to adopt a proposed rule to amend regulatory capital
regulations to incorporate the recent change in generally accepted accounting
principles made by Statement of Financial Accounting Standards No. 115, which
requires that unrealized gains and losses, net of the related tax effect, on
securities classified as available for sale be reported as a separate
component of stockholders' equity.
The federal banking agencies have adopted rules to incorporate an interest
rate risk component into their risk-based capital standards.
Certain consolidated ratios of the Corporation are included herein under
"Mellon Bank Corporation--Consolidated Summary Financial Data."
FDIC Insurance Assessments
Substantially all of the deposits of the banking subsidiaries of the
Corporation are insured up to applicable limits by the Bank Insurance Fund
("BIF") of the FDIC and are subject to deposit insurance assessments to
maintain the BIF. The FDIC has adopted a risk-based assessment system to
replace the previous flat-rate system. The risk-based system imposes insurance
premiums based upon a matrix that takes into account a bank's capital level
and supervisory rating. In August 1995, the FDIC approved a reduction in the
assessment rates imposed on banks for BIF deposit insurance. As a result of
such reduction, such rates now range from 4 cents for each $100 of domestic
deposits for the healthiest institutions to 31 cents for each $100 of domestic
deposits for the weakest institutions.
Interstate Banking and Branching Legislation
On September 29, 1994, the Riegle-Neal Interstate Banking and Branching
Efficiency Act of 1994 (the "Interstate Act") was enacted into Federal law.
Under the Interstate Act, commencing on September 29, 1995, bank holding
companies will be permitted to acquire banks located in any state regardless
of the state law in effect at the time. The Interstate Act also provides for
the nationwide interstate branching of banks. Under the Interstate Act, both
national and state-chartered banks will be permitted to merge across state
lines (and thereby create interstate branches) commencing June 1, 1997. States
are permitted to "opt-out" of the interstate branching authority by taking
action prior to the commencement date. States may also "opt-in" early (i.e.,
prior to June 1, 1997) to the interstate branching provisions.
7
<PAGE>
MELLON BANK CORPORATION
CONSOLIDATED SUMMARY FINANCIAL DATA
This summary is qualified in its entirety by the detailed information and
financial statements included in the documents incorporated herein by
reference. See "Incorporation of Certain Documents by Reference."
<TABLE>
<CAPTION>
Year ended December 31,
-------------------------------------------
1994 1993 1992 1991 1990
(dollar amounts in millions, except per share amounts) ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Consolidated Statement of Operations Data:
Net interest revenue.......................... $ 1,508 $ 1,329 $ 1,182 $ 1,012 $ 912
Provision for credit losses................... 70 125 185 250 315
Net interest revenue after provision for
losses....................................... 1,438 1,204 997 762 597
Fee revenue................................... 1,652 1,538 1,154 1,007 933
Gains (losses) on sale of securities.......... (5) 100 129 81 28
Gain on sale of consumer finance subsidiary... -- -- -- -- 74
Operating expense............................. 2,374 2,084 1,648 1,440 1,355
Provision for income taxes.................... 278 298 104 62 41
------- ------- ------- ------- -------
Net income.................................... $ 433 $ 460 $ 528 $ 348 $ 236
Net income applicable to common stock......... 358 397 477 299 186
Consolidated Per Common Share Data:
Primary net income............................ $ 2.42 $ 2.73 $ 3.56 $ 2.39 $ 1.57
Dividends..................................... 1.57 1.01 0.93 0.93 0.93
Book value at period-end...................... 25.06 24.28 21.37 18.44 16.60
Average common shares and equivalents
outstanding (in thousands)................... 149,069 147,083 134,858 126,554 120,981
Results Excluding Certain Items(A):
Net income.................................... $ 652 $ 519 $ 398 $ 259 $ 182
Net income per common share................... 4.00 3.14 2.60 1.69 1.12
Return on average common shareholders' equity. 16.02% 13.71% 13.13% 8.97% 5.85%
Return on average assets...................... 1.71 1.46 1.29 0.87 0.59
Consolidated Balance Sheet--Average
Balances(B):
Money market investments...................... $ 1,656 $ 3,821 $ 1,905 $ 1,566 $ 2,927
Securities.................................... 5,149 4,804 6,500 5,778 5,238
Loans......................................... 25,097 21,763 18,235 18,514 18,845
Total interest-earning assets................. 32,282 30,657 26,948 26,167 27,288
Total assets.................................. 38,106 35,635 30,758 29,878 31,078
Deposits...................................... 27,248 26,541 22,684 21,438 22,084
Notes and debentures (with original maturities
over one year)............................... 1,768 1,991 1,365 1,448 1,722
Redeemable preferred stock.................... -- -- -- 51 94
Common shareholders' equity................... 3,691 3,323 2,603 2,190 2,042
Total shareholders' equity.................... 4,277 3,964 3,112 2,614 2,437
Consolidated Percentages:
Return on average common shareholders'
equity(B).................................... 9.79% 12.08% 18.45% 13.78% 9.30%
Return on average assets(B)................... 1.14 1.29 1.72 1.16 0.76
Net interest margin(B):
Taxable equivalent basis(C).................. 4.71 4.39 4.46 3.99 3.49
Without taxable equivalent increments........ 4.67 4.34 4.39 3.86 3.34
Dividends per common share as a percentage of
primary net income per common share.......... 54.66 31.28 21.11 29.52 43.95
Capital Ratios:
Common shareholders' equity to assets(D)...... 9.54% 9.57% 8.85% 7.91% 6.67%
Average common shareholders' equity to average
assets....................................... 9.68 9.32 8.46 7.33 6.57
Tier I capital ratio(D)....................... 9.48 9.70 10.20 9.05 7.42
Total (Tier I plus Tier II) capital ratio(D).. 12.90 13.22 13.83 13.16 11.28
Leverage capital ratio(D)..................... 8.67 9.00 9.45 8.62 6.91
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Year ended December 31,
-------------------------------------------
1994 1993 1992 1991 1990
(dollar amounts in millions, except per share amounts) ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Asset Quality Ratios(E);
Reserve for credit losses as a
percentage of:
Total loans(D)...................... 2.27% 2.45% 2.54% 3.12% 2.80%
Nonperforming loans(D).............. 403 297 152 113 100
Net credit losses as a percentage of
average loans....................... 0.27 0.64 1.52 1.24 2.15
Total nonperforming assets as a
percentage of total loans and net
acquired property(D)................ 0.89 1.39 2.94 4.78 4.11
Ratio of Earnings to Fixed Charges:
Mellon Bank Corporation (parent
Corporation)(F)..................... 5.56 3.03 2.73 2.42 1.75(H)
Mellon Bank Corporation and its
Subsidiaries:(G)
Excluding interest on deposits...... 3.35 4.17 3.62 2.15 1.41(H)
Including interest on deposits...... 1.84 2.09 1.72 1.30 1.11(H)
</TABLE>
- --------
Note: The August 1994 merger with Dreyfus was accounted for as a pooling of
interests. Therefore, all amounts, except for dividends per share,
prior to August 1994 have been restated to reflect the merger. Per
share amounts have also been restated to reflect the three-for-two
common stock split that occurred in November 1994. The comparability of
the information set forth above and on the prior page has been affected
by the Corporation's December 1993 acquisition of AFCO Credit
Corporation and CAFO, Inc., the May 1993 acquisition of The Boston
Company, the December 1992 acquisition of certain assets and deposit
liabilities of Meritor Savings Bank ("Meritor"), the December 1991
acquisition of United Penn Bank and by the May 1990 acquisition of 54
branch offices of PSFS from Meritor. These are described in detail in
the Corporation's Annual Reports on Form 10-K for the years ended
December 31, 1990 through 1994.
Footnotes on following page.
9
<PAGE>
(A) Results for 1994 exclude a $130 million after tax securities lending
charge, $79 million after tax of Dreyfus merger-related expenses, $10
million after tax of one-time losses on the disposition of securities
available for sale previously owned by Dreyfus and $16 million of
preferred stock dividends recorded in connection with the redemption of
the Series H preferred stock. Results for 1993 exclude $112 million after
tax of merger expenses and $53 million after tax of gains on the sale of
securities related to the acquisition of The Boston Company. Results for
periods prior to 1993 were calculated by applying a normalized effective
tax rate of approximately 38% to pretax income. The unrecorded tax benefit
that existed at the beginning of the periods, prior to 1993, was included
in the determination of the return on common shareholders' equity.
(B) Computed on a daily average basis.
(C) Calculated on a taxable equivalent basis, at tax rates approximating 35%
for 1994 and 1993 and 34% in all other years presented. Loan fees,
nonaccrual loans and the related effect on income have been included in
the calculation of the net interest margin.
(D) Period-end ratio.
(E) Segregated assets acquired in the 1992 Meritor acquisition are not
reported as loans and therefore are not included in nonperforming loans.
The reserve for segregated assets is not included in the reserve for
credit losses.
(F) The parent Corporation ratios include the accounts of the Corporation and
the Company, a wholly owned subsidiary of the Corporation that functions
as a financing entity for the Corporation and its subsidiaries by issuing
commercial paper and other debt guaranteed by the Corporation. For
purposes of computing these ratios, earnings represent parent Corporation
income before income taxes, and before equity in undistributed net income
(loss) of subsidiaries, plus the fixed charges of the parent Corporation.
Fixed charges represent interest expense, one-third (the proportion deemed
representative of the interest factor) of rental expense net of income
from subleases, and amortization of debt issuance costs. Because these
ratios exclude from earnings the equity in undistributed net income (loss)
of subsidiaries, these ratios vary with the payment of dividends by such
subsidiaries.
(G) For purposes of computing these ratios, earnings represent consolidated
income before income taxes plus consolidated fixed charges. Fixed charges,
excluding interest on deposits, include interest expense (other than on
deposits), one-third (the proportion deemed representative of the interest
factor) of rental expense net of income from subleases, and amortization
of debt issuance costs. Fixed charges, including interest on deposits,
include all interest expense, one-third (the proportion deemed
representative of the interest factor) of rental expense net of income
from subleases, and amortization of debt issuance costs.
(H) Excludes the $74 million gain on the sale of the Corporation's consumer
finance subsidiary. Including this gain, the ratio of earnings to fixed
charges would have been 2.25 for the parent Corporation. Including this
gain, the ratio of earnings to fixed charges would have been 1.56
excluding interest on deposits, and 1.15 including interest on deposits
for the Corporation and its subsidiaries.
10
<PAGE>
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities and the guarantees
thereof by the Corporation (the "Guarantees") to which any Prospectus
Supplement may relate (the "Offered Debt Securities"). The particular terms of
the Offered Debt Securities and the extent, if any, to which such general
provisions may apply to the Debt Securities and the Guarantees so offered will
be described in the Prospectus Supplement relating to such Offered Debt
Securities. Except where specifically noted, the following description applies
to both Senior Securities and Subordinated Securities.
Debt Securities
The Debt Securities will be unsecured obligations of the Company and are not
insured by the Savings Association Insurance Fund or the Bank Insurance Fund
of the Federal Deposit Insurance Corporation.
The Debt Securities will constitute either senior debt of the Company (the
"Senior Securities") or subordinated debt of the Company (the "Subordinated
Securities"). The Senior Securities will be issued under an Indenture dated as
of May 2, 1988, as supplemented by the First Supplemental Indenture, dated as
of November 29, 1990 (the "Senior Indenture"), among the Company, the
Corporation and The Chase Manhattan Bank (National Association), as Trustee
("Chase"). The Subordinated Securities will be issued under an Indenture,
dated as of August 25, 1995 (the "Subordinated Indenture"), among the Company,
the Corporation and First Interstate Bank of California, as Trustee ("First
Interstate"). The Senior Indenture and the Subordinated Indenture are
collectively referred to herein as the "Indentures." References to the
"Trustee" shall mean Chase or First Interstate, as applicable.
The statements which follow under this caption are brief summaries of
certain provisions contained in the Indentures, do not purport to be complete
and are qualified in their entirety by reference to all the provisions of the
applicable Indenture, copies of which have been filed with the Commission as
exhibits to the Registration Statement or incorporated by reference therein.
Whenever defined terms are used but not defined herein, such terms shall have
the meanings ascribed to them in the applicable Indenture, it being intended
that such defined terms shall be incorporated herein by reference. References
to Sections are references to Sections in the applicable Indenture or, where
appropriate, to both Indentures.
Neither Indenture limits the aggregate principal amount of Debt Securities
which may be issued thereunder and each Indenture provides that Debt
Securities of any series may be issued thereunder up to the aggregate
principal amount which may be authorized from time to time by the Company.
Neither the Indentures nor the Debt Securities will limit or otherwise
restrict the amount of other indebtedness which may be incurred or the other
securities which may be issued by the Company or any of its affiliates.
Reference is made to the Prospectus Supplement for a description of the
following terms, where applicable, of each series of the Offered Debt
Securities in respect of which this Prospectus is being delivered: (1) the
title of the Offered Debt Securities; (2) any limit upon the aggregate
principal amount or aggregate initial public offering price of the Offered
Debt Securities; (3) the Person to whom any interest on an Offered Debt
Security shall be payable, if other than the Person in whose name the Offered
Debt Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest; (4) the date
or dates on which the principal of the Offered Debt Securities is payable; (5)
the rate or rates at which the Offered Debt Securities shall bear interest, if
any, or the Floating or Adjustable Rate Provision pursuant to which such rates
are determined, the date or dates from which such interest shall accrue, the
Interest Payment Dates on which such interest shall be payable and the Regular
Record Date for the interest payable on any Interest Payment Date; (6) the
place or places where the principal of (and premium, if any) and interest on,
or the principal (and premium, if any) only of, Offered Debt Securities shall
be payable; (7) the period or periods within which, the price or prices at
which and the terms and conditions upon which Offered Debt Securities may be
redeemed, in whole or in part, at the option of the Company; (8) the
obligation, if any, of the Company to redeem or purchase Offered Debt
Securities pursuant to any sinking fund or analogous provisions or at the
option of a Holder thereof
11
<PAGE>
and the period or periods within which, the price or prices at which and the
terms and conditions upon which Offered Debt Securities shall be redeemed or
purchased, in whole or in part, pursuant to such obligations; (9) if other
than denominations of $100,000 and any integral multiple of $1,000 in excess
thereof, the denominations in which Offered Debt Securities shall be issuable;
(10) any other Event or Events of Default applicable with respect to Offered
Debt Securities in addition to those provided in Section 601 of the applicable
Indenture; (11) if other than the principal amount thereof, the portion of the
principal amount of Offered Debt Securities which shall be payable upon
declaration of acceleration of the Maturity thereof; (12) any other covenant
or warranty included for the benefit of Offered Debt Securities in addition to
(and not inconsistent with) those included in the applicable Indenture for the
benefit of all Debt Securities; (13) whether the Offered Debt Securities shall
be Certificated Securities or shall be issued in whole or in part in the form
of one or more Global Securities and, in such case, the Depositary for such
Global Security or Securities; (14) the currency or currencies, including
composite currencies, in which payment of the principal of and any premium and
interest on the Offered Debt Securities shall be payable if other than the
currency of the United States of America; (15) if the amount of payments of
principal of and any premium or interest on the Offered Debt Securities may be
determined with reference to an index, the manner in which such amounts shall
be determined; (16) if the principal of (and premium, if any) or interest on
the Offered Debt Securities are to be payable, at the election of the Company
or a Holder thereof, in a coin or currency other than that in which the
Offered Debt Securities are stated to be payable, the coin or currency in
which payment of the principal of (and premium, if any) or interest on Offered
Debt Securities as to which such election is made shall be payable, the period
or periods within which, and the terms and conditions upon which, such
election may be made; (17) whether the Offered Debt Securities are Senior
Securities or Subordinated Securities; (18) the price or prices (which may be
expressed as a percentage of the aggregate principal amount thereof) at which
the Offered Debt Securities will be issued; (19) any other terms of the
Offered Debt Securities (which terms shall not be inconsistent with the
provisions of the applicable Indenture). (Section 301)
If any of the Offered Debt Securities are sold for one or more foreign
currencies or foreign currency units or if the principal or premium, if any,
or interest, if any, on any series of Offered Debt Securities is payable in
one or more foreign currencies or foreign currency units, the restrictions,
elections, tax consequences, specific terms and other information with respect
to such issue of Offered Debt Securities and such currencies or currency units
will be set forth in the Prospectus Supplement relating thereto.
Debt Securities may be issued as Original Issue Discount Securities (bearing
no interest or interest at a rate which at the time of issuance is below
market rates), to be sold at a substantial discount below the stated principal
amount thereof due at the Stated Maturity of such Original Issue Discount
Securities. In the event of an acceleration of the Maturity of any Original
Issue Discount Security, the amount payable to the holder of such Original
Issue Discount Security upon such acceleration will be determined in
accordance with the applicable Prospectus Supplement, the terms of such
security and the applicable Indenture, but will be an amount less than the
amount payable at the Maturity of the principal of such Original Issue
Discount Security. (Section 101) Special Federal income tax, accounting and
other considerations applicable to Original Issue Discount Securities will be
described in the Prospectus Supplement relating thereto.
Guarantees
The Corporation will unconditionally guarantee the due and punctual payment
of the principal of, and premium, if any, and interest, if any, and sinking
fund payments, if any, on the Debt Securities, when and as the same shall
become due and payable, whether at maturity, by acceleration or redemption or
otherwise. The Guarantees of the Senior Securities rank pari passu with all
other general credit obligations of the Corporation. The Guarantees of the
Subordinated Securities are subordinate in right of payment to all Senior
Indebtedness of the Corporation. (Section 401)
Because the Corporation is a holding company, the rights of its creditors,
including the Holders of the Debt Securities in the event the Guarantees are
enforced, to share in the distribution of the assets of any subsidiary
12
<PAGE>
upon the subsidiary's liquidation or recapitalization will be subject to the
prior claims of the subsidiary's creditors (including in the case of the
Corporation's bank subsidiaries, their depositors), except to the extent that
the Corporation may itself be a creditor with recognized claims against the
subsidiary. In addition, there are certain regulatory limitations on the
payment of dividends and on loans and other transfers of funds to the
Corporation by its bank subsidiaries. See "Certain Regulatory Considerations."
Registration and Transfer
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Offered Debt Securities will be issued only in fully registered form
without coupons in denominations of U.S. $100,000 and any integral multiple of
$1,000 in excess thereof, or in the case of foreign currency notes, in the
denominations indicated in the applicable Prospectus Supplement, and no
service charge will be made for any transfer or exchange of such Offered Debt
Securities, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
(Sections 302 and 305)
Certificated Securities may be presented for transfer (with the form of
transfer endorsed thereon duly executed) or exchange for other Debt Securities
of the same series at the office of the Security Registrar specified according
to the terms of the applicable Indenture. (Section 305) The Company has agreed
in each of the Indentures that, with respect to Debt Securities having The
City of New York as a place of payment, the Company will appoint an office or
agency located in The City of New York where Debt Securities of that series
may be surrendered for such transfer or exchange. (Section 1102) Such transfer
or exchange shall be made without service charge, but the Company may require
payment of any taxes or other governmental charges as described in the
applicable Indenture.
Global Securities
Debt Securities of like tenor and having the same date of issue may be
issued in whole or in part in the form of one or more Global Securities that
will be deposited with, or on behalf of, a depositary (the "Depositary")
identified in the Prospectus Supplement relating thereto. Global Securities
will be issued in registered form. Unless and until it is exchanged in whole
or in part for the individual Debt Securities represented thereby, a Global
Security may not be transferred except as a whole by the Depositary for such
Global Security to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by the
Depositary or any such nominee to a successor Depositary or any nominee of
such successor.
The specific terms of the depositary arrangement with respect to any offered
Debt Securities will be described in the Prospectus Supplement relating
thereto. The Company anticipates that the following provisions will generally
apply to depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security or its nominee will credit, on its book-entry registration and
transfer system, the respective principal amounts of the individual Debt
Securities represented by such Global Security to the accounts of persons that
have accounts with such Depositary ("participants"). Such accounts will be
designated by the underwriters or agents with respect to such Debt Securities
or by the Company if such Debt Securities are offered and sold directly by the
Company. Ownership of beneficial interests in a Global Security will be
limited to participants of the applicable Depositary or persons that may hold
interests through such participants. Ownership of beneficial interests in such
Global Security will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the applicable Depositary or its
nominee (with respect to interests of participants) and the records of
participants (with respect to interests of persons other than participants).
The laws of some states require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such limits and such
laws may impair the ability to transfer beneficial interests in a Global
Security.
13
<PAGE>
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner and Holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture governing such Debt Securities. Except as provided below, owners of
beneficial interests in a Global Security will not be entitled to have any of
the individual Debt Securities represented by such Global Security registered
in their names, will not receive or be entitled to receive physical delivery
of any such Debt Securities in definitive form and will not be considered the
owners or Holders thereof under the Indenture governing such Debt Securities.
Accordingly, each person owning a beneficial interest in the Global Security
must rely on the procedures of the Depositary and, if such person is not a
participant, on the procedures of the participant through which such person
owns its interest, to exercise any rights of a Holder under the Indenture. The
Indenture provides that the Depositary may grant proxies and otherwise
authorize participants to take any action which a Holder is entitled to take
under the Indenture. The Company understands that under existing industry
practice, in the event that the Company requests any action of Holders or a
beneficial owner desires to take any action a Holder is entitled to take, the
Depositary would authorize the participants to take such action and that the
participants would authorize beneficial owners owning through such
participants to take such action or would otherwise act upon the instructions
of beneficial owners owning through them.
Payments of principal of, premium, if any, and interest, if any, on
individual Debt Securities represented by a Global Security registered in the
name of a Depositary or its nominee will be made to the Depositary or its
nominee, as the case may be, as the registered owner of the Global Security
representing such Debt Securities. None of the Company, the Corporation, the
Trustee for such Debt Securities, any Paying Agent, the Security Registrar for
such Debt Securities or any agent for such persons will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of the Global
Security for such Debt Securities or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.
The Company and the Corporation expect that the Depositary for Debt
Securities or its nominee, upon receipt of any payment of principal, premium
or interest in respect of a Global Security representing any of such Debt
Securities immediately will credit participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the
principal amount of such Global Security for such Debt Securities as shown on
the records of such Depositary or its nominee. The Company and the Corporation
also expect that payments by participants to owners of beneficial interests in
such Global Security held through such participants will be governed by
standing instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or registered in
"street name." Such payments will be the responsibility of such participants.
If (i) the Depositary for any series of Offered Debt Securities is at any
time unwilling, unable or ineligible to continue as depositary and a successor
depositary is not appointed by the Company within 90 days or (ii) an Event of
Default shall occur and be continuing with respect to such series, the Company
will issue individual Debt Securities of such series in definitive form in
exchange for the Global Security representing such Debt Securities. In
addition, the Company may at any time and in its sole discretion, subject to
any limitations described in the Prospectus Supplement relating to such
Offered Debt Securities, determine not to have any Debt Securities of a series
represented by one or more Global Securities and, in such event, will issue
individual Debt Securities of such series in definitive form in exchange for
the Global Security or Securities representing such series of Debt Securities.
(Section 305) Further, if the Company so specifies with respect to the Debt
Securities of a series, an owner of a beneficial interest in a Global Security
representing Debt Securities of such series may, on terms acceptable to the
Company, the applicable Trustee and the Depositary for such Global Security,
receive Debt Securities of such series in definitive form in exchange for such
beneficial interest, subject to any limitations described in the Prospectus
Supplement relating to such Debt Securities. In any such instance, an owner of
a beneficial interest in a Global Security will be entitled to physical
delivery in definitive form of Debt Securities of the series represented by
such Global Security equal in principal amount to such beneficial interest and
to have such Debt Securities registered in its name. Debt Securities of such
series so issued in definitive
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<PAGE>
form will be issued in denominations, unless otherwise specified by the
Company, of $100,000 and any integral multiple of $1,000 in excess thereof,
or, in the case of foreign currency notes, in the denominations indicated in
the applicable Prospectus Supplement.
Payment and Paying Agents
Unless otherwise indicated in the applicable Prospectus Supplement, payment
of principal of, premium, if any, and interest, if any, on Offered Debt
Securities will be made at the office of such Paying Agent or Paying Agents as
the Company may designate from time to time, except that, at the option of the
Company, payment of any interest may be made (i) by check mailed to the
address of the person entitled thereto as such address shall appear in the
applicable Security Register or (ii) by wire transfer to an account maintained
by the person entitled thereto as specified in the applicable Security
Register. (Section 1102) Unless otherwise indicated in an applicable
Prospectus Supplement, payment of any instalment of interest on Debt
Securities will be made to the person in whose name such Debt Security is
registered at the close of business on the Regular Record Date for such
payment. (Section 307)
Consolidation, Merger or Sale of Assets
Each Indenture provides that each of the Company and the Corporation may,
without the consent of the holders of any of the Debt Securities outstanding
under the applicable Indenture, consolidate with, merge into or transfer its
assets substantially as an entirety to any person, provided that (i) any such
successor assumes the Company's or the Corporation's obligations on the
applicable Debt Securities and under the applicable Indenture, (ii) after
giving effect thereto, no Event of Default (as defined in the Senior
Indenture) in the case of the Senior Securities, or Event of Default or
Default (each as defined in the Subordinated Indenture) in the case of the
Subordinated Securities, shall have happened and be continuing and (iii)
certain other conditions under the applicable Indenture are met. (Sections 901
and 903)
Modification and Waiver
Modifications and amendments of each Indenture may be made by the Company,
the Corporation and the applicable Trustee with the consent of the Holders of
66 2/3% in principal amount of the Outstanding Debt Securities of each series
affected thereby; provided, however, that no such modification or amendment
may, without the consent of the Holder of each Outstanding Debt Security
affected thereby, (1) change the Stated Maturity of the principal of, or any
instalment of principal of or interest on, any Debt Security; (2) reduce the
principal amount thereof or the rate of interest thereon or any premium
payable upon the redemption thereof; (3) reduce the amount of the Principal of
an Original Issue Discount Security that would be due and payable upon
acceleration of the Maturity thereof; (4) change any Place of Payment where,
or the coin or currency in which, the principal of any Debt Security or any
premium, or interest thereon is payable; (5) impair the right to institute
suit for the enforcement of any such payment on or with respect to a Debt
Security; (6) in the case of Subordinated Securities, modify the provisions of
the Subordinated Indenture with respect to the subordination of such Debt
Securities and the Guarantees thereof in a manner adverse to the Holders
thereof; (7) reduce the percentage in principal amount of the Outstanding Debt
Securities of any series, the consent of whose Holders is required for any
such modification or amendment or for waiver of certain defaults; (8) change
certain provisions relating to modification of the terms of each Indenture and
waiver of defaults thereunder; or (9) modify or affect in any manner adverse
to the Holders the terms and conditions of the Guarantees. (Section 1002)
Each Indenture provides that the Holders of 66 2/3% in principal amount of
the Outstanding Debt Securities of any series may on behalf of the Holders of
all Debt Securities of that series waive, insofar as that series is concerned,
compliance by the Company or the Corporation with certain restrictive
provisions of such Indenture. (Section 1108) Also, the Holders of a majority
in principal amount of the Outstanding Debt Securities of any series may on
behalf of the Holders of all Debt Securities of that series waive any past
default under the Indenture with respect to that series, except a default (i)
in the payment of the principal of, or premium, if any,
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<PAGE>
or interest, if any, on any Debt Security of that series or (ii) in respect of
a provision which under the Indenture cannot be modified or amended without
the consent of the Holder of each Outstanding Debt Security of that series
affected. (Section 613)
Events of Default
If an Event of Default with respect to Debt Securities of any series at the
time Outstanding shall occur and be continuing, then and in every such case
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Debt Securities of that series may declare to be due and payable
immediately by a notice in writing to the Company and to the Corporation (and
to the Trustee if given by Holders) the principal amount (or, if the Debt
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) of
all Debt Securities of that series. However, at any time after such a
declaration of acceleration with respect to Debt Securities of any series has
been made, but before a judgment or decree based on such acceleration has been
obtained, the Holders of a majority in principal amount of Outstanding Debt
Securities of that series may, under certain circumstances, rescind and annul
such acceleration if all Events of Default, and, in the case of Subordinated
Securities, all Defaults, with respect to Debt Securities of that series have
been cured or waived as provided in the applicable Indenture. (Section 602)
For information as to waiver of defaults, see "Modification and Waiver." The
term "Event of Default" is defined differently in the Senior Indenture than in
the Subordinated Indenture. (Section 601) For information as to what
constitutes Events of Default, see "Senior Securities--Events of Default" and
"Subordinated Securities--Events of Default and Limited Rights of
Acceleration."
Reference is made to the Prospectus Supplement relating to each series of
Debt Securities which are Original Issue Discount Securities for the
particular provisions relating to acceleration of the Maturity of a portion of
the principal amount of such Original Issue Discount Securities upon the
occurrence of an Event of Default and the continuation thereof.
Each Indenture provides that the Trustee thereunder will be under no
obligation, subject to the duty of the Trustee during a default to act with
the required standard of care, to exercise any of its rights or powers under
such Indenture at the request or direction of any of the Holders, unless such
Holders shall have offered to the Trustee reasonable indemnity. (Section 703)
Subject to such provisions for indemnification of the Trustee, the Holders of
a majority in principal amount of the Outstanding Debt Securities of any
series will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred on the Trustee, with respect to the Debt Securities
of that series. (Section 612)
No Holder of any Debt Security of any series will have the right to
institute any proceeding with respect to the applicable Indenture or for any
remedy thereunder unless such Holder shall have previously given to the
Trustee written notice of a continuing Event of Default or, in the case of
Subordinated Securities, a Default, with respect to Debt Securities of that
series and unless also the Holders of at least 25% in principal amount of the
Outstanding Debt Securities of that series shall have made written request,
and offered reasonable indemnity, to the Trustee to institute such proceeding
as Trustee, and the Trustee shall not have received from the Holders of a
majority in principal amount of the Outstanding Debt Securities of that series
a direction inconsistent with such request and shall have failed to institute
such proceeding within 60 days. (Section 607) However, the Holders of any Debt
Security will have an absolute right to receive payment of the principal of,
and premium, if any, and interest, if any, on such Debt Security on or after
the due dates expressed in such Debt Security and to institute suit for the
enforcement of any such payment. (Section 608)
The Company and the Corporation are required to file annually with each
Trustee a written statement of officers as to performance or fulfillment of
certain of their obligations under each Indenture and as to the existence or
non-existence of defaults under each Indenture or the Debt Securities issued
thereunder. (Sections 1105 and 1106)
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SENIOR SECURITIES
Priority
The Senior Securities will rank pari passu with all outstanding senior
indebtedness of the Company. The Guarantees of the Senior Securities will rank
pari passu with all outstanding senior indebtedness of the Corporation.
Limitation Upon Disposition of Voting Stock and Certain Transactions
The Senior Indenture contains a covenant by the Corporation that, so long as
any of the Senior Securities are outstanding, it will not sell, assign,
transfer, grant a security interest in or otherwise dispose of any shares of,
or securities convertible into, or options, warrants or rights to subscribe
for or purchase shares of, Voting Stock of the Bank or the Company, nor will
it permit the Bank or the Company to issue, except to the Corporation and
except for directors' qualifying shares, any shares of, or securities
convertible into, or options, warrants or rights to subscribe for or purchase
shares of, Voting Stock of the Bank or the Company, unless, in the case of
Voting Stock of the Bank (i) any such sale, assignment, transfer, grant of a
security interest or other disposition by the Corporation, or any such
issuance by the Bank, is made for fair market value, and (ii) the Corporation
will own at least 80% of the issued and outstanding Voting Stock of the Bank
free and clear of any security interest after giving effect to such
transaction. The covenant also provides that so long as any of the Senior
Securities are outstanding, but subject to the provisions of Article Nine
(Consolidation, Merger and Sale), the Corporation will not permit the Bank or
the Company (a) to merge or consolidate with another corporation or (b) to
sell, assign, transfer, grant a security interest in or otherwise dispose of
("Transfer") or lease all or substantially all of the assets of the Bank or
the Company unless, in the case of the Bank, (i) any such Transfer or lease by
the Bank or any such merger or consolidation with the Bank is made for fair
market value (provided, however, that satisfaction of this fair market value
provision will not be required in the event the Transfer, lease, merger or
consolidation is to or with a corporation at least 80% of the issued and
outstanding Voting Stock of which is owned, directly or indirectly, by the
Corporation), and (ii) after giving effect to such transaction, the
Corporation will own, directly or indirectly, at least 80% of the issued and
outstanding shares of Voting Stock of the Bank free and clear of any security
interest. As used in this paragraph, the terms "the Bank" and "the Company"
include any successor corporation. (Section 1107)
Unless otherwise indicated in the applicable Pricing Supplement, neither the
Senior Indenture nor the Senior Securities contains covenants specifically
designed to protect Holders in the event of a highly leveraged transaction
involving the Company, the Corporation or the Bank.
Events of Default
The following will be Events of Default under the Senior Indenture with
respect to Senior Securities of any series: (1) failure to pay any interest on
any Senior Security of that series when due, continued for 30 days;
(2) failure to pay principal of, or premium, if any, on any Senior Security of
that series when due; (3) failure to deposit any sinking fund payment, when
due, in respect of any Senior Security of that series; (4) failure to perform
or breach of any other covenant of the Company or the Corporation in the
Senior Indenture (other than a covenant included in the Senior Indenture
solely for the benefit of a series of Senior Securities other than that
series), continued for 60 days after written notice; (5) certain events of
bankruptcy, insolvency or reorganization of the Company, the Corporation or
the Bank; and (6) any other Event of Default provided in the applicable
Prospectus Supplement with respect to Senior Securities of that series.
(Section 601)
Regarding Chase
The Corporation's bank subsidiaries maintain deposit accounts and conduct
other banking transactions with Chase in the ordinary course of their banking
businesses. Chase is the Agent Bank and a participant in the $300 million
revolving credit facility created to provide back-up support for the
Corporation's commercial paper borrowings.
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<PAGE>
SUBORDINATED SECURITIES
Subordination
The Subordinated Securities will be subordinate in right of payment to all
Senior Indebtedness of the Company. The Guarantees of the Subordinated
Securities will be subordinate in right of payment to all Senior Indebtedness
of the Corporation.
Upon any distribution of assets of the Company and/or the Corporation upon
dissolution, winding up, liquidation or reorganization of the Company or the
Corporation, as the case may be, the payment of the principal of, premium, if
any, and interest, if any, on the Subordinated Securities, in the case of the
Company, and on the Guarantees thereof, in the case of the Corporation, is to
be subordinated in right of payment to the extent provided in the Subordinated
Indenture to the prior payment in full of all Senior Indebtedness of the
Company or the Corporation, as the case may be. In addition, no payment may be
made of the principal of, premium, if any, and interest on the Subordinated
Securities or the Guarantees thereof, or in respect of any redemption,
retirement, purchase or other acquisition thereof, at any time when there is a
default in the payment of the principal of, premium, if any, interest, if any,
on or otherwise in respect of any Senior Indebtedness of the Company or the
Corporation, as the case may be. (Section 1401, Section 1402) Except as
described above, the obligation of the Company and the Corporation to make
payment of the principal of, premium, if any, and interest, if any, on the
Subordinated Securities or on the Guarantees thereof, as the case may be, will
not be affected. By reason of such subordination, in the event of a
distribution of assets upon any dissolution, winding up, liquidation or
reorganization of the Company and/or the Corporation, Holders of Senior
Indebtedness of the Company or the Corporation may recover more, ratably, than
Holders of the Subordinated Securities. Subject to payment in full of all
Senior Indebtedness of the Company, the rights of the Holders of Subordinated
Securities will be subrogated to the rights of the Holders of Senior
Indebtedness of the Company to receive payments or distribution of cash,
property or securities of the Company applicable to Senior Indebtedness of the
Company. Subject to payment in full of all Senior Indebtedness of the
Corporation, the rights of Holders of Subordinated Securities under the
Guarantees endorsed thereon will be subject to the rights of Holders of Senior
Indebtedness of the Corporation to receive payments or distributions of cash,
property or securities of the Corporation applicable to Senior Indebtedness of
the Corporation.
Senior Indebtedness of the Company is defined in the Subordinated Indenture
as any obligation of the Company to its creditors, whether now outstanding or
subsequently incurred, except (i) the 9 3/4% Subordinated Debentures Due 2001,
the 9 1/4% Subordinated Debentures Due 2001 and the 6 7/8% Subordinated
Debentures due March 1, 2003, each issued under the indenture, dated as of
April 15, 1991, among the Guarantor, the Company and Continental Bank,
National Association, as trustee, and all other notes and obligations that may
be issued under such indenture, as the same may be amended from time to time;
(ii) any obligation as to which, in the instrument creating or evidencing the
same or pursuant to which the same is outstanding, it is provided that such
obligation is not Senior Indebtedness; and (iii) obligations evidenced by the
Subordinated Securities. Senior Indebtedness of the Guarantor is defined in
the Subordinated Indenture as any obligation of the Guarantor to its
creditors, whether now outstanding or subsequently incurred, except (i) the 7
1/4% Convertible Subordinated Capital Notes due 1999 issued under the
indenture, dated as of September 10, 1987, between the Guarantor and Bank of
New York, as trustee; (ii) the guarantee of the Guarantor of the 9 3/4%
Subordinated Debentures Due 2001, the 9 1/4% Subordinated Debentures Due 2001
and the 6 7/8% Subordinated Debentures due March 1, 2003, each issued under
the indenture, dated as of April 15, 1991, among the Guarantor, the Company
and Continental Bank, National Association, as trustee, and all guarantees of
the Guarantor of any other notes and obligations which may be issued under
such indenture, as the same may be amended from time to time; (iii) any
obligation as to which, in the instrument creating or evidencing the same or
pursuant to which the same is outstanding, it is provided that such obligation
is not Senior Indebtedness; and (iv) obligations evidenced by the Guarantees
of the Subordinated Securities. (Section 101)
There is no limitation on the issuance of additional Senior Indebtedness of
the Company or the Corporation. The Company and the Corporation expect from
time to time to incur additional indebtedness constituting Senior
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<PAGE>
Indebtedness. As of June 30, 1995, the aggregate principal amount of Senior
Indebtedness of the Company outstanding was approximately $950 million and the
aggregate principal amount of the Senior Indebtedness of the Corporation
(including all Senior Indebtedness of the Company guaranteed by the
Corporation) outstanding was approximately $950 million.
Limitation Upon Disposition of Voting Stock and Certain Transactions
The Subordinated Indenture contains a covenant by the Corporation that, so
long as any of the Subordinated Securities are outstanding, but subject to the
provisions of Article Nine (Consolidation, Merger and Sale), the Corporation
will not sell, assign, transfer, grant a security interest in or otherwise
dispose of any shares of, securities convertible into or options, warrants or
rights to subscribe for or purchase shares of, Voting Stock of the Company,
nor will it permit the Company (or any successor thereto) (a) to issue, except
to the Corporation, any shares of, securities convertible into or options,
warrants or rights to subscribe for or purchase shares of, Voting Stock of the
Company, (b) to merge or consolidate with another Person, other than the
Corporation, or (c) to sell, assign, transfer, grant a security interest in or
otherwise dispose of or lease all or substantially all of the assets of the
Company. (Section 1107)
Unless otherwise indicated in the applicable Pricing Supplement, neither the
Subordinated Indenture nor the Subordinated Securities contains covenants
specifically designed to protect Holders in the event of a highly leveraged
transaction involving the Company, the Corporation or the Bank.
Events of Default and Limited Rights of Acceleration
The Subordinated Indenture defines an Event of Default as being only certain
events involving the bankruptcy, insolvency or reorganization of the
Corporation or the Bank. (Section 601) The rights of First Interstate, as
Trustee, and the Holders upon the occurrence of an Event of Default are
described in "Description of Debt Securities and Guarantees--Events of
Default". The Subordinated Indenture does not define an Event of Default as
including, or provide for any right of acceleration of the payment of
principal of the Subordinated Securities upon, a bankruptcy, insolvency or
reorganization of the Company alone or a default in the payment of principal
or interest or in the performance of any covenant or agreement in the
Subordinated Securities or the Subordinated Indenture. Currently, neither the
Company nor the Corporation are in default in the payment of principal,
premium or interest on any outstanding subordinated indebtedness. The
Subordinated Indenture defines a Default as being (1) the failure to pay
interest on any Subordinated Securities when due, whether or not such payment
is prohibited by the subordination provisions of the Subordinated Indenture,
continued for 30 days, (2) the failure to pay principal on any Subordinated
Securities when due, whether or not such payment is prohibited by the
subordination provisions of the Subordinated Indenture, or (3) the failure to
perform any other covenant of the Corporation, or a breach by the Corporation
of a warranty in the Subordinated Indenture, continued for 60 days after
written notice is given as provided in the Subordinated Indenture. If an Event
of Default or a Default shall occur and be continuing, the Trustee may,
subject to certain limitations and conditions, seek to enforce payment of such
principal or accrued interest or the performance of such covenant or agreement
through appropriate judicial proceedings against the Company or the
Corporation. (Section 603)
Regarding First Interstate
The Corporation's bank subsidiaries maintain deposit accounts and conduct
other banking transactions with First Interstate in the ordinary course of
their banking businesses. First Interstate is a participant in the $300
million revolving credit facility created to provide back-up support for the
Corporation's commercial paper borrowings.
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CERTAIN TAX CONSIDERATIONS
The Company will be required to withhold the Pennsylvania Corporate Loans
Tax from interest payments on Debt Securities held by or for those subject to
such tax, principally individuals and partnerships resident in Pennsylvania
and resident trustees of Pennsylvania trusts. The tax, at the current rate of
four mills on each dollar of nominal value ($4.00 per $1,000), will be
withheld, at any time when it is applicable, from any interest payment to
taxable holders at the annual rate of $4.00 per $1,000 principal amount of the
Debt Securities. The Debt Securities will be exempt, under current law, from
personal property taxes imposed by political subdivisions in Pennsylvania.
See the accompanying Prospectus Supplement for additional information
concerning certain tax considerations relating to specific series of Offered
Debt Securities. Holders of Debt Securities should consult their tax advisors
as to the applicability to the Debt Securities and interest, if any, payable
thereon of Federal, state and local taxes.
PLAN OF DISTRIBUTION
The Company may offer and sell Debt Securities to or through underwriters,
acting as principals for their own accounts or as agents. The Company also may
sell Debt Securities to purchasers directly or through agents. The Prospectus
Supplement sets forth the terms of the offering of the Offered Debt Securities
including the names of any underwriters, agents or dealers, the purchase price
of the Offered Debt Securities and the proceeds to the Company from the sale,
any underwriting discounts and other items constituting underwriters'
compensation and any discounts and commissions allowed or reallowed or paid to
dealers or agents. Any initial public offering price and any discounts or
commissions allowed or reallowed or paid to dealers or agents may be changed
from time to time.
The distribution of the Debt Securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Company also may offer
and sell Debt Securities in exchange for one or more of its outstanding issues
of debt or convertible debt securities.
In connection with the sale of Debt Securities, underwriters may be deemed
to have received compensation from the Company in the form of underwriting
discounts or commissions and may also receive commissions from purchasers of
Debt Securities for whom they may act as agent. Underwriters may sell Debt
Securities to or through dealers, and such dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters and/or
commissions from the purchasers for whom they may act as agent.
Underwriters, dealers and agents participating in the distribution of Debt
Securities may be deemed to be underwriters, and any discounts or commissions
received by them and any profit realized by them on resale of the Debt
Securities may be deemed to be underwriting discounts and commissions, under
the Securities Act. Under agreements which may be entered into by the Company
and the Corporation, underwriters, dealers and agents who participate in the
distribution of Debt Securities may be entitled to indemnification by the
Company and the Corporation against certain liabilities, including liabilities
under the Securities Act, or to contribution in respect thereof.
If so indicated in the Prospectus Supplement, the Company will authorize
underwriters or other persons acting as the Company's agents to solicit offers
by certain institutions to purchase Offered Debt Securities from the Company
at the public offering price set forth in such Prospectus Supplement pursuant
to delayed delivery contracts providing for payment and delivery on a future
date. Each such contract will be for an amount not less than, and the
aggregate principal amount of Debt Securities sold pursuant to such contracts
shall be for an amount not less nor more than, the respective amounts stated
in the Prospectus Supplement. Institutions with which such contracts may be
made include commercial and savings banks, insurance companies, pension funds,
investment
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companies, educational and charitable institutions and others, but in all
cases such institutions must be approved by the Company. The obligations of
any purchaser under any such contract will not be subject to any conditions
except that (i) the purchase of the Offered Debt Securities shall not at the
time of delivery be prohibited under the laws of the jurisdiction to which
such purchaser is subject and (ii) if the Debt Securities are also being sold
to underwriters, such underwriters shall have purchased the Debt Securities
not sold for delayed delivery. The underwriters and such other persons will
not have any responsibility in respect of the validity or performance of such
contracts.
Certain of the underwriters, dealers or agents may be customers of
(including borrowers from), engage in transactions with, and perform services
for, the Company, the Corporation, the Corporation's bank subsidiaries or one
or more of their affiliates in the ordinary course of business.
VALIDITY OF DEBT SECURITIES AND GUARANTEES
The validity of the Offered Debt Securities and related Guarantees will be
passed upon for the Company and the Corporation by James M. Gockley, Esq.,
Assistant General Counsel and Secretary of the Corporation, One Mellon Bank
Center, Pittsburgh, Pennsylvania 15258. Information set forth under "Certain
Tax Considerations" has been passed upon by Michael K. Hughey, Esq., Senior
Vice President and Director of Taxes of the Bank. As of June 30, 1995, Mr.
Gockley owned approximately 1,780 shares of the Corporation's Common Stock and
options covering an additional 10,050 shares of Common Stock. As of June 30,
1995, Mr. Hughey was the beneficial owner of 1,798 shares of Common Stock and
options covering an additional 17,203 shares of Common Stock. Unless otherwise
indicated in the Prospectus Supplement relating thereto, if the Debt
Securities are being distributed in an underwritten offering, the validity of
the Debt Securities and related Guarantees will be passed upon for the
underwriters by Sullivan & Cromwell, 125 Broad Street, New York, New York
10004, who will rely upon the opinion of Mr. Gockley as to matters of
Pennsylvania law. Sullivan & Cromwell from time to time performs legal
services for the Corporation.
EXPERTS
The consolidated financial statements of the Corporation and its
subsidiaries included in the Corporation's 1994 Annual Report to Shareholders,
which is incorporated by reference into the Corporation's Annual Report on
Form 10-K for the year ended December 31, 1994, have been incorporated herein
by reference in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing. The report of
KPMG Peat Marwick LLP, covering the December 31, 1994, financial statements
refers to a change in the method of accounting for certain investments in debt
and equity securities pursuant to Statement of Financial Accounting Standards
No. 115.
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$400,000,000
Mellon Financial Company
Floating Rate Senior Notes due September 16, 2002
Guaranteed by
Mellon Bank Corporation
[Company Logo]
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PROSPECTUS SUPPLEMENT
September 9, 1999
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Salomon Smith Barney
Bear, Stearns & Co. Inc.
Chase Securities Inc.
Credit Suisse First Boston
J.P. Morgan & Co.
Mellon Financial Markets, Inc.
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