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Filed Pursuant to rule 424(b)3
Registration No. 333-38213
[LOGO] Mellon Financial Corporation
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Direct Stock Purchase and
Dividend Reinvestment Plan
[PICTURE APPEARS HERE]
Dreyfus
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PROSPECTUS
October 25, 1999
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TABLE OF CONTENTS
Page
Mellon Financial Corporation Direct Stock Purchase and
Dividend Reinvestment Plan.................................................. 1
Mellon Financial Corporation................................................. 2
Summary...................................................................... 3
Administrator................................................................ 4
Inquiries: ChaseMellon Shareholder Services.................................. 4
Enrollment................................................................... 5
Investment Options........................................................... 6
Purchasing Shares through the Plan........................................... 8
Selling Shares through the Plan.............................................. 9
Safekeeping of Your Stock Certificates and Book Entry........................ 10
Gifts or Transfers of Shares................................................. 11
Issuance of Certificates..................................................... 12
Plan Service Fees............................................................ 12
Tracking Your Investments.................................................... 13
U.S. Federal Income Tax Information.......................................... 14
Available Information........................................................ 15
Miscellaneous................................................................ 16
Stock Splits, Stock Dividends and Other Distributions...................... 16
Voting of Proxies.......................................................... 16
Responsibility of Administrator and Mellon................................. 16
Legal Matters.............................................................. 17
Plan Modification or Termination........................................... 17
Change of Eligibility; Termination......................................... 17
Foreign Participation...................................................... 17
Independent Public Accountants............................................. 17
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MELLON FINANCIAL CORPORATION
DIRECT STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
This prospectus describes the Mellon Financial Corporation Direct Stock
Purchase and Dividend Reinvestment Plan. The Plan promotes long-term ownership
in Mellon Financial Corporation by offering:
. A simple, cost-effective method for you to purchase shares of common stock
directly from Mellon;
. A way to increase your Mellon holdings by reinvesting your cash dividends;
and
. The opportunity for you to purchase additional shares of Mellon common
stock by making optional cash investments.
You do not have to be a current Mellon shareholder to participate in the Plan.
You can purchase your first shares of Mellon common stock through the Plan by
making an initial investment of $500 or more, including an enrollment fee of
$6.00.
Neither the Securities and Exchange Commission nor any state securities
regulators has approved or disapproved these securities or has determined if
this prospectus is accurate or adequate. Any representation to the contrary is
a criminal offense.
Securities purchased or held under the terms of the Plan are not insured by the
FDIC or SIPC and may lose value. There is no bank guarantee attached to such
securities.
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MELLON FINANCIAL CORPORATION
Mellon Financial Corporation is a global financial services company
headquartered in Pittsburgh, Pennsylvania, which engages principally in two
core businesses, fee services and banking:
. FEE SERVICES, providing investment products, including mutual funds,
private asset management and electronic brokerage services for consumers;
and for corporations and institutions, investment management, master
trust, global custody, foreign exchange, securities lending, cash
management, defined contribution services, and employee benefits
consulting, compensation consulting and outsourcing services for benefit
plans of corporations, government entities, plan sponsors and Taft-Hartley
plans. Mellon's mutual fund businesses are The Dreyfus Corporation,
Founders Asset Management and in the European community, Newton Management
Limited.
. BANKING, providing retail financial services for consumers and small
businesses; and providing products and services related to capital
markets, venture capital, asset-based lending, loan underwriting and
syndications, leasing and real estate finance for middle market and large
corporations and institutions.
Headquartered in Pittsburgh, Pennsylvania, Mellon has operations or joint
ventures around the world. While Mellon uses the name Mellon Bank for its
banking activities in most markets, the name Mellon PSFS is used in
Philadelphia, and Boston Safe Deposit and Trust Company is used in Boston.
Mellon uses Mellon Trust as the service mark for its trust and investment
businesses and uses the names Mellon, Mellon Private Asset Management(R), The
Boston Company and Boston Safe Deposit and Trust Company to identify the
individual businesses operating under the name Mellon Trust. Mellon's mutual
fund and institutional investment management services are marketed under the
Dreyfus brand name, while its human resources consulting business operates
under the name Buck Consultants, Inc. Mellon's principal executive offices are
located at One Mellon Bank Center, Pittsburgh, Pennsylvania 15258-0001,
telephone number (412) 234-5000.
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SUMMARY
> ENROLLMENT:
. New shareholders can join the Plan by making an initial investment of at
least $500, including an enrollment fee of $6.00 and a trading fee of $.12
per share if the shares are purchased for you in the open market. You can
pay by check or have your payment automatically withdrawn from your bank
account in 10 monthly installments of $100 (a minimum of $1,000).
. Existing Mellon shareholders can participate by submitting a completed
enrollment form. If your shares are held in a brokerage account, you may
participate directly by transferring registration of some or all of your
shares into your name and submitting an enrollment form. No fee payment is
required if you are already a Mellon shareholder.
> REINVESTMENT OF DIVIDENDS: You can reinvest all or a portion of your cash
dividends to purchase additional shares of Mellon common stock without paying
trading fees. In order to take advantage of the dividend reinvestment option,
you must reinvest the dividends on at least five shares.
> FULL INVESTMENT: Full investment of your dividends is possible because you
will be credited with both whole and fractional shares. Dividends are paid not
only on whole shares, but also proportionately on fractional shares.
> OPTIONAL CASH INVESTMENTS: After you are enrolled in the Plan, you can buy
additional shares of Mellon common stock without paying any fees. You can
invest a minimum of $100 up to $100,000 per calendar month. You can pay by
check or have your payment automatically withdrawn from your bank account.
> SAFEKEEPING OF CERTIFICATES: You can deposit your Mellon common stock
certificates with ChaseMellon Shareholder Services for safekeeping, at no cost
to you. A certificate for your shares will be sent to you, free of charge, upon
request. However, fractional shares will not be issued.
> GIFTS AND TRANSFERS OF SHARES: You can give or transfer your stock to others.
> SELL SHARES CONVENIENTLY: If you choose to sell your Mellon common stock held
in your Plan account, you will pay fees lower than those typically charged by
stockbrokers.
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> TRACKING YOUR INVESTMENT: You will receive a statement or a notification
after each transaction you make under the Plan. Statements provide the details
of the transaction and show the share balance in your Plan account.
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ADMINISTRATOR
The Chase Manhattan Bank has been designated by Mellon to administer the Plan
and act as Agent for the participants. The Chase Manhattan Bank has designated
its affiliates, ChaseMellon Shareholder Services, L.L.C. and Chase Securities
Inc., and other agents to perform certain services for the Plan. These
companies will purchase and hold shares of stock for Plan participants, keep
records, send statements, and perform other duties required by the Plan.
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INQUIRIES: CHASEMELLON SHAREHOLDER SERVICES
For information about the Plan contact ChaseMellon Shareholder Services:
ChaseMellon Shareholder Services: 1-800-205-7699
Outside the United States call collect: (212) 946-7435
Internet: HTTP://WWW.MELLON.COM
HTTP://WWW.CHASEMELLON.COM
Written requests and notices should be mailed as follows:
Send Correspondence and all Send Optional Cash Investments to:
requests except Optional Cash
Investments to: CHASEMELLON SHAREHOLDER SERVICES
OPTIONAL CASH INVESTMENTS
CHASEMELLON SHAREHOLDER SERVICES P.O. BOX 382009
P.O. BOX 3338 PITTSBURGH, PA 15250-8009
SOUTH HACKENSACK, N.J. 07606-1938
Send check or money order payable
Please include your daytime to Mellon Financial Corporation in
telephone number. U.S. dollars (please use
transaction stub at bottom of
statement.)
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ENROLLMENT
You are eligible to participate in the Plan if you meet the requirements
outlined below. If you live outside the United States, you should first
determine if there are any governmental regulations that would prohibit your
participation in the Plan.
_ IF YOU DO NOT CURRENTLY OWN ANY MELLON COMMON STOCK, you can join the Plan by
making an initial investment of at least $500, but not more than $l00,000. You
can join the Plan by returning a completed Enrollment Form to ChaseMellon
Shareholder Services along with your check or money order payable to "Mellon
Financial Corporation". Alternatively, if you authorize monthly investments for
a minimum of 10 months, you can initiate your investments for a minimum of $100
per month, but not more than $100,000 per month. The Administrator will arrange
for the purchase of shares for your account but will not pay interest on
amounts held pending investment. A $6.00 enrollment fee and a trading fee of
$.12 per share (if the shares are purchased for you in the open market) will be
deducted from your initial payment. See "Purchasing Shares Through the Plan" on
page 8.
_ IF YOU ALREADY OWN MELLON COMMON STOCK AND SHARES ARE REGISTERED IN YOUR
NAME, you may join the Plan by returning a completed Enrollment Form to
ChaseMellon Shareholder Services.
_ IF YOUR SHARES ARE HELD IN A BROKERAGE ACCOUNT, and you wish to participate
directly in the Plan, you should direct your broker, bank or trustee to
register some or all of your Mellon common shares in your name. You can then
join the Plan by returning a completed Enrollment Form to ChaseMellon
Shareholder Services.
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INVESTMENT OPTIONS
Once enrolled in the Plan, you have the following choices:
_ DIVIDEND REINVESTMENT: You can choose to reinvest all or a portion of the
cash dividends paid on your shares held in the Plan toward the purchase of
additional shares of Mellon common stock. To participate in the reinvestment
feature of the Plan, you must reinvest the dividend on a minimum of five
shares. If the number of shares on which dividends are reinvested falls below
five shares, you will receive a check for the full amount of the dividend. You
can change your election and dividend reinvestment options at any time by
notifying ChaseMellon Shareholder Services. For a particular dividend to be
reinvested, your notification must be received prior to the record date for the
dividend. Mellon's record date is normally on or about the last business day of
January, April, July and October. If you have any questions about the record
date, please call ChaseMellon Shareholder Services at 1-800-205-7699.
If you elect to reinvest your dividends, you must choose one of the following
when completing the Dividend Reinvestment section of the Enrollment Form.
FULL DIVIDEND REINVESTMENT
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You may purchase additional shares of Mellon common stock by reinvesting
all of your cash dividends.
PARTIAL DIVIDEND REINVESTMENT
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You may purchase additional shares of Mellon common stock by reinvesting
some of your dividends and receive the balance of your dividends in cash.
If you choose to reinvest less than all of your dividends, you must
specify the percent of shares on which dividends will be reinvested
DEPOSIT CASH DIVIDENDS ELECTRONICALLY: You can have your cash dividends
deposited directly into your bank account instead of receiving a check by
mail. This can be accomplished by completing the appropriate sections of
the Enrollment Form or by notifying ChaseMellon Shareholder Services.
Direct Deposit Authorization Forms will be acted upon as soon as
practical after they are received. You can change your designated bank
account for direct deposit or discontinue this feature by notifying
ChaseMellon Shareholder Services.
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If you do not elect to reinvest your dividends, all cash dividends will be paid
to you by check or electronic deposit, depending upon your election under the
Plan.
_ OPTIONAL CASH INVESTMENTS: You can purchase additional shares of Mellon
common stock by using the Plan's optional cash investment feature. Optional
cash investment must be at least $100 and cannot exceed $l00,000 per month.
Interest will not be paid to you on amounts held pending investment.
By Check or Money Order: Optional investments can be made by check or money
order payable to Mellon Financial Corporation. Do not send cash. To facilitate
processing of your investment, please use the transaction stub located on the
bottom of your Plan account statement.
Mail your check and transaction stub to the address specified on the statement.
You may not sell or withdraw shares purchased by check for a period of 15 days
from the receipt of the check. This limitation on withdrawal or sale may be
waived in individual cases by Mellon in its sole discretion.
By Automatic Withdrawal from a Bank Account: If you wish to make regular
monthly purchases, you can authorize an automatic monthly withdrawal from your
bank account. This feature enables you to make ongoing investments without
writing a check. For information on how to set up an automatic monthly
withdrawal from your bank account, contact ChaseMellon Shareholder Services.
Funds will be deducted from your account on the 15th day of each month. If
this date falls on a bank holiday or weekend, funds will be deducted on the
next business day. Please allow four to six weeks for the first automatic
monthly withdrawal to be initiated. You must notify ChaseMellon Shareholder
Services in writing to change or terminate automatic withdrawal.
A $25.00 fee will be assessed for a check or automatic monthly withdrawal
that is returned for insufficient funds.
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PURCHASING SHARES THROUGH THE PLAN
_ PURCHASE INTERVALS: The Administrator will make purchases for initial and
optional investments as promptly as practical, but at least once each week.
Purchases for reinvestment of dividends will be made on a quarterly basis and
extend over a number of days to meet the requirements of the Plan.
_ SOURCE AND PRICING OF SHARES:
SOURCE OF SHARES: Mellon common stock used to meet the requirements of the
Plan will either be purchased in the open market by the Administrator or issued
directly by Mellon from authorized but unissued shares or treasury shares.
Mellon intends to use the proceeds from any newly issued shares or treasury
shares for general corporate purposes.
SHARES PURCHASED IN THE OPEN MARKET: If the shares are purchased in the open
market, the price per share will be the weighted average purchase price of
shares purchased to satisfy Plan requirements. All fractional shares are
calculated to four decimals and are credited to your account. Except on initial
investments, trading fees incurred by the Plan for purchases will be paid by
Mellon and will be reported to you as taxable income. A trading fee of $.12 per
share will be charged on initial investments.
SHARES PURCHASED FROM MELLON: If the shares are purchased from Mellon for
initial and optional investments, your price per share will be the average of
the daily high and low sale prices quoted on the New York Stock Exchange (NYSE)
Composite Transactions listing for the three day period preceding the date the
shares are purchased. If the shares are purchased from Mellon for quarterly
reinvestment of dividends, your price per share will be the average of the
daily high and low sale prices quoted on the NYSE Composite Transactions
listing for the three day period preceding the dividend payment date. If there
is no trading of Mellon common stock on the NYSE for a substantial period of
time during the pricing period, then the price per share will be determined by
Mellon on the basis of such market quotations as it considers appropriate.
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_ TIMING AND CONTROL: Because the Administrator will be the purchasing party on
behalf of the Plan, neither Mellon nor any participant in the Plan has the
authority or power to control either the timing or pricing of shares purchased
or the selection of the broker/dealer making the purchases. Therefore, you will
not be able to precisely time purchases and will bear the market risk
associated with fluctuations in the price of Mellon's common stock. That is, if
you send in an initial or optional investment, it is possible that the market
price of Mellon's common stock could go up or down before the Administrator
purchases stock with your funds. In addition, you will not earn interest on
initial or optional investments for the period before the shares are purchased.
Mellon engages in repurchases of its common stock from time to time for
various corporate purposes. Such repurchases may occur during pricing periods.
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SELLING SHARES THROUGH THE PLAN
You can sell any number of shares held in your Plan account, or in book entry
form, by notifying ChaseMellon Shareholder Services. Sales will be made by the
Administrator at least weekly, but may be made more frequently if volume
dictates. The sale price for shares sold will be the weighted average price of
shares sold during that period. You will receive the proceeds of the sale less
a $15.00 sales transaction fee, a trading fee, and any required tax
withholdings. See "Plan Service Fees" on page 12.
You can choose to sell your shares through a stockbroker of your choice, in
which case you should request ChaseMellon Shareholder Services to either
transfer or issue a certificate for your shares. See "Issuance of Certificates"
on page 12.
Please note that if your total holdings fall below one share, the Administrator
will liquidate the fractional share, remit the proceeds to you, less any
applicable fees, and close your Plan account.
TIMING AND CONTROL: Neither Mellon nor any participant in the Plan has the
authority or power to control the timing or pricing of shares sold or the
selection of the broker/dealer making the sale. Therefore, you will not be able
to precisely time sales and will bear the market risk associated with
fluctuations in the price of Mellon's common stock. That is, if you send in a
sell request it is possible that the market price of Mellon common stock could
go up or down before the Administrator sells your shares.
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SAFEKEEPING OF YOUR STOCK CERTIFICATES AND BOOK ENTRY
Shares of Mellon common stock that you buy under the Plan will be maintained in
your Plan account for safekeeping in book entry form. You will receive a
periodic statement detailing the status of your holdings. For more information,
see "Tracking Your Investments" on page 13.
Any Mellon shareholder may use the Plan's safekeeping service to deposit their
Mellon common stock certificates at no cost. Safekeeping is beneficial because
you no longer bear the risk and cost associated with the loss, theft, or
destruction of stock certificates. With safekeeping, you retain the option of
receiving cash dividends or reinvesting your dividends (provided that you
reinvest the dividends on a minimum of five shares) or taking advantage of the
sale of shares feature of the Plan. Certificates will be issued only upon
written request to ChaseMellon Shareholder Services.
To use the safekeeping service, send your certificates to ChaseMellon
Shareholder Services by registered mail with written instructions to deposit
them in safekeeping. Certificates forwarded to ChaseMellon Shareholder Services
by registered mail will automatically be covered by an Administrator blanket
bond up to the first $100,000 of value. The certificates should not be
endorsed, and the assignment section should not be completed.
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GIFTS OR TRANSFERS OF SHARES
YOU CAN GIVE OR TRANSFER MELLON COMMON SHARES TO ANYONE YOU CHOOSE BY:
_ Making a minimum initial $500 cash investment to establish an account in the
recipient's name;
_ Submitting an optional cash investment on behalf of an existing shareholder
in the Plan in an amount not less than $100 nor more than $100,000; or
_ Transferring shares from your account to the recipient.
Transfers must be made in whole shares unless you transfer your entire account.
Shares can be transferred to new or existing shareholders. If a request
regarding the "partial sale/transfer the balance" or "transfer all shares" in a
Plan account reinvesting the dividends is received between the ex-dividend and
the dividend record date, the processing of your request may be held until
after your account is credited with the reinvested dividends. This hold period
could be as long as four weeks.
All accounts opened will be automatically enrolled in full dividend
reinvestment, provided there is a minimum of five shares transferred. New
participants, at their discretion, may elect another option.
Signatures must be guaranteed by a financial institution participating in the
Medallion Guarantee program. The Medallion Guarantee program ensures that the
individual signing the authorization papers or certificate(s) is in fact the
registered owner(s) as it appears on the stock certificate(s) or stock power.
You should contact your bank or broker for more information regarding the
Medallion Guarantee program.
If you need additional assistance, please call ChaseMellon Shareholder Services
at 1-800-205-7699.
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ISSUANCE OF CERTIFICATES
You can withdraw all or some of the shares from your Plan account by notifying
ChaseMellon Shareholder Services.
Certificates will be issued for whole shares only. In the event your request
involves a fractional share, a check (less any applicable fees) for the value
of the fractional share will be mailed to you. You should receive your
certificate within two to three weeks of mailing your request.
Certificates will be issued in the name(s) in which the account is registered,
unless otherwise instructed. If the certificate is issued in a name(s) other
than your Plan account registration, the signature(s) on the instructions or
stock power must be guaranteed by a financial institution participating in the
Medallion Guarantee program, as previously described.
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PLAN SERVICE FEES
ENROLLMENT FEE FOR NEW INVESTORS....................$6.00 per account enrollment
INITIAL PURCHASE OF SHARES
Direct issuance......................................................No Charge
Open market purchase...........................................$0.12 per share
SALES OF SHARES (partial or full)
Transaction Fee....................................$15.00 per sale transaction
Trading Fee....................................................$0.12 per share
REINVESTMENT OF DIVIDENDS..............................................No Charge
OPTIONAL CASH INVESTMENTS VIA CHECK OR AUTOMATIC INVESTMENT...........No Charge
GIFT OR TRANSFER OF SHARES.............................................No Charge
SAFEKEEPING OF STOCK CERTIFICATES......................................No Charge
CERTIFICATE ISSUANCE...................................................No Charge
RETURNED CHECKS OR REJECTED AUTOMATIC WITHDRAWALS...............$25.00 per item
DUPLICATE STATEMENTS
Current year..........................................................No Charge
Prior year(s).........................................$20.00 per year requested
The Administrator will deduct the applicable fees from either the initial
investment or proceeds from a sale.
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TRACKING YOUR INVESTMENTS
If you participate in dividend reinvestment, you will receive a quarterly
statement showing all transactions (shares, amounts invested, purchase prices)
for your account including year-to-date and other account information.
Supplemental statements or notices will be sent when you make an initial or
optional cash investment or a deposit, transfer or withdrawal of shares.
If you do not participate in dividend reinvestment, you will receive a
statement or notice confirming any transactions you make. If you continue to be
enrolled in the Plan, but have no transactions, you will receive an annual
statement of your holdings.
Please retain your statements to establish the cost basis of shares purchased
under the Plan for income tax and other purposes.
You should notify ChaseMellon Shareholder Services promptly of any change in
address since all notices, statements and reports will be mailed to your
address of record. You will not be permitted to sell or withdraw shares from
the Plan for a period of 15 calendar days following a change in address. This
limitation on withdrawal or sale may be waived in individual cases by Mellon in
its sole discretion.
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U.S. FEDERAL INCOME TAX INFORMATION
The following is a summary of the general U.S. Federal income tax consequences
for individuals participating in the Plan. This summary is not a comprehensive
summary of all of the U.S. Federal income tax considerations that may be
relevant to a participant in the Plan. Therefore, you are urged to consult your
tax advisor regarding the consequences of participation in the Plan (including,
without limitation, state income tax consequences of participating in the
Plan).
REINVESTED DIVIDENDS AND PLAN EXPENSES: Cash dividends reinvested under the
Plan will be taxable as having been received by you even though you have not
actually received them in cash. You will receive an annual statement from the
Administrator indicating the amount of reinvested dividends reported to the IRS
as dividend income. This statement will also report as taxable income any
trading fees paid by Mellon on your behalf for purchases of shares.
You should not be treated as receiving an additional taxable distribution
relating to your pro rata share of those fees of the Administrator or other
costs of administering the Plan which are paid by Mellon. There is no
assurance, however, that the IRS will concur with this position. Mellon does
not currently intend to seek formal advice from the IRS on this issue.
TRANSFER OF SHARES: You will not realize gain or loss for U.S. Federal income
tax purposes upon the transfer of shares to the Plan or the withdrawal of whole
shares from the Plan.
You will, however, generally realize gain or loss upon the sale of shares
(including the receipt of cash for fractional shares) held in the Plan.
WITHHOLDING: Plan participants who are non-resident aliens or non-U.S.
corporations, partnerships or other entities generally are subject to a
withholding tax on dividends paid on shares held in the Plan. The Administrator
is required to withhold from dividends paid the appropriate amount determined
in accordance with U.S. Treasury regulations. Any applicable withholding tax
may be determined by treaty between the U.S. and the country in which such
participant resides. Accordingly, the amount of any dividends, net of the
applicable withholding tax, will be credited to participant Plan accounts for
the investment in additional Mellon common stock.
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AVAILABLE INFORMATION
Mellon files annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or
other information Mellon files at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC
at l-800-SEC-0330 for further information on the public reference rooms. Mellon
filings with the SEC are also available to the public from commercial document
retrieval services, on Mellon's website at "http://www.mellon.com", and at the
website maintained by the SEC at "http://www.sec.gov."
The SEC allows Mellon to "incorporate by reference" the information it files
with the SEC, which means that Mellon can disclose important information to you
by referring you to those documents. The information incorporated by reference
is considered to be part of this prospectus, and later information filed with
the SEC will update and supersede this information. Mellon incorporates by
reference the documents listed below and any future filings made with the SEC
under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of l934
until the offering is completed.
(a) Annual Report on Form 10-K for the year ended December 31, l998.
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999 and
June 30, 1999.
(c) The description of the common stock set forth in Mellon's Registration
Statement on Form 8-A, dated June 10, 1981, filed pursuant to Section 12(b)
of the Exchange Act, including any reports updating such description.
(d) The description of the stock purchase rights set forth in Mellon's
Registration Statement on Form 8-A, dated October 29, 1996, filed pursuant
to Section 12(b) of the Exchange Act, including all reports updating such
description, including without limitation Mellon's Form 8-A/A, dated
October 19, 1999.
Mellon will provide without charge to each person to whom a copy of this
prospectus is delivered on the request of any such person, a copy of any or all
of the documents incorporated herein by reference (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference in
such documents). Written requests for such copies should be directed to the
Secretary of Mellon, 4826 One Mellon Bank Center, Pittsburgh, Pennsylvania
15258-0001. Telephone requests for copies may be directed to: 1-800-205-7699.
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You should rely only on the information incorporated by reference or provided
in this prospectus or any prospectus supplement. Mellon has not authorized
anyone to provide you with different or additional information. Mellon is not
making an offer to sell any stock in any state or country where the offer is
not permitted. You should not assume that the information in this prospectus
or any prospectus supplement is accurate as of any date other than the date on
the front of the document.
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MISCELLANEOUS
STOCK SPLITS, STOCK DIVIDENDS AND OTHER DISTRIBUTIONS
In the event dividends are paid in Mellon common stock, or if Mellon common
stock is distributed in connection with any stock split or similar
transaction, your account will be adjusted to reflect the receipt of the
common stock so paid or distributed. In the event that stock rights issued by
Mellon are redeemed, the funds received will be invested in additional shares
of Mellon's common stock or paid directly to you, depending on your election
under the Plan.
VOTING OF PROXIES
You will be sent proxy materials including a proxy card representing both the
shares for which you hold certificates and the shares, full and fractional, in
your Plan account. The proxy will be voted as indicated by you. If the proxy
card is not returned or if it is returned unsigned, none of your shares will
be voted.
RESPONSIBILITY OF ADMINISTRATOR AND MELLON
Neither Mellon nor the Administrator will be liable for any act they do in
good faith or for any good faith omission to act. This includes, without
limitation, any claims of liability as follows:
. arising out of failure to terminate your account upon your death prior to
receiving written notice of such death;
. with respect to the prices at which shares are purchased or sold for your
Plan account, or in book entry form, and the times when such purchases or
sales are made; and
. for any fluctuation in the market value after purchase or sale of shares.
Although the Plan contemplates the continuation of quarterly dividend
payments, the payment of dividends is at the discretion of Mellon's Board of
Directors and will depend upon future earnings, the financial condition of
Mellon and other factors.
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Neither Mellon nor the Administrator can assure you a profit or protect you
against a loss on the shares you purchase under the Plan.
LEGAL MATTERS
Carl Krasik, Associate General Counsel and Secretary of Mellon Financial
Corporation, has given his opinion regarding the validity of the common stock
covered by this prospectus. Mr Krasik holds shares of Mellon's common stock and
options to purchase shares of such common stock issued pursuant to Mellon's
Long-Term Profit Incentive Plan (1996).
PLAN MODIFICATION OR TERMINATION
Mellon reserves the right to suspend, modify or terminate the Plan at any time.
You will receive notice of any such suspension, modification or termination.
Mellon and the Administrator also reserve the right to change any
administrative procedure of the Plan.
CHANGE OF ELIGIBILITY; TERMINATION
Mellon reserves the right to deny, suspend or terminate participation by a
shareholder who is using the Plan for purposes inconsistent with the intended
purpose of the Plan. In such event, the Administrator will notify you in
writing and will continue to safekeep your shares but will no longer accept
optional cash investments from you or reinvest your dividends. ChaseMellon
Shareholder Services will issue a certificate to you upon written request.
FOREIGN PARTICIPATION
If you live outside of the United States, you should first determine if there
are any laws or governmental regulations that would prohibit your participation
in the Plan. Mellon reserves the right to terminate participation of any
shareholder if it deems it advisable under any foreign law or regulations.
INDEPENDENT PUBLIC ACCOUNTANTS
The financial statements of Mellon Financial Corporation incorporated by
reference from the 1998 Annual Report on Form 10-K in this prospectus have been
audited by KPMG LLP, independent public accountants, as indicated in their
report with respect thereto, and are included in this prospectus in reliance
upon the authority of said firm as experts in accounting and auditing.
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