MELLON BANK CORP
8-K, 1999-07-07
NATIONAL COMMERCIAL BANKS
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549



                                   FORM 8-K

                                CURRENT REPORT


    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) - June 30, 1999



                           MELLON  BANK  CORPORATION
              (Exact name of registrant as specified in charter)


           Pennsylvania                 1-7410                  25-1233834
     (State or other jurisdiction     (Commission           (I.R.S. Employer
          of incorporation)           File Number)          Identification No.)



                            One Mellon Bank Center
                               500 Grant Street
                          Pittsburgh, Pennsylvania                      15258
                   (Address of principal executive offices)           (Zip code)


      Registrant's telephone number, including area code - (412) 234-5000
<PAGE>

ITEM 5.   OTHER EVENTS

          By press releases dated June 30, 1999, and July 2, 1999, respectively,
          Mellon Bank Corporation announced (1) that it has completed the
          previously announced sale of the network services electronic
          transaction processing unit to U.S. Bank and (2) that it had met its
          June 30, 1999, year 2000 goals.

Exhibit   Description
Number

99.1      Mellon Bank Corporation Press Release, dated June 30, 1999, announcing
          the matter referenced in clause (1) of Item 5 above.

99.2      Mellon Bank Corporation Press Release, dated July 2, 1999, announcing
          the matter referenced in clause (2) of Item 5 above.


                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                              MELLON BANK CORPORATION



Date: July 6, 1999            By: /s/ STEVEN G. ELLIOTT
                                  --------------------------
                                  Steven G. Elliott
                                  Senior Vice Chairman and
                                  Chief Financial Officer
<PAGE>

                                 EXHIBIT INDEX

Number         Description                   Method of Filing

99.1           Press Release dated           Filed herewith
               June 30, 1999

99.2           Press Release dated           Filed herewith
               July 2, 1999

<PAGE>

                                                                    EXHIBIT 99.1
[LOGO]  Mellon
                                                       News Release

        Contact:  Media            Analysts            Corporate Affairs
                  -----            --------
                  Ron Gruendl      Donald J. MacLeod   One Mellon Bank Center
                  (412) 234-7157   (412) 234-5601      Pittsburgh, PA 15258-0001
- --------------------------------------------------------------------------------

FOR IMMEDIATE RELEASE

          MELLON COMPLETES SALE OF NETWORK SERVICES UNIT TO U.S. BANK

PITTSBURGH, June 30, 1999Mellon Bank Corporation today announced it has
completed the previously announced sale of its network services electronic
transaction processing unit to U.S. Bank. Terms of the transaction, announced on
May 11, were not disclosed.

     Mellon Network Services provides data processing services that include
point-of-sale and debit card processing, ATM terminal driving, card issuance and
gateways to both regional and national networks. Mellon is retaining its smart
card stored-value technology and purchasing card product.

     On Jan. 15, 1999, Mellon announced plans to sell its commercial and
residential mortgage businesses, as well as its credit card business and network
services unit, as part of an initiative to sharpen its strategic focus on
businesses with the highest growth and potential for return to its shareholders.

     In late March, Mellon completed the sale of its credit card business to
Citibank and also announced an agreement to sell the commercial mortgage
servicing portfolio to GMAC Commercial Mortgage Corporation. The commercial
mortgage transaction, which is closing on a portfolio-by-portfolio basis, is
expected to be completed during the third quarter of this year. Mellon also
expects to sell its residential mortgage business by the end of the third
quarter of this year.

                                    -more-

                               [LOGO OF MELLON]

                   [LOGO OF DREYFUS]     [LOGO OF THE BOSTON COMPANY]

  The Dreyfus Corporation and The Boston Company are companies of Mellon Bank
                                 Corporation.
<PAGE>

Sale of Mellon Services to U.S. Bank
June 30, 1999
Page 2

     A broad-based financial services company with a bank at its core, Mellon
Bank Corporation ranks among the nation's largest financial services companies
in market capitalization. With more than $2.3 trillion in assets under
management, administration or custody, including more than $400 billion under
management, Mellon provides a full range of banking, investment and trust
products and services to individuals and small, midsize and large businesses and
institutions. Its mutual fund companies, The Dreyfus Corporation and Founders
Asset Management in the United States, and Newton Management Limited in the
United Kingdom, place Mellon as one of the world's leading bank managers of
mutual funds. Mellon also is a global leader in benefits consulting through its
Buck Consultants, Inc., subsidiary in New York. Headquartered in Pittsburgh,
Mellon's principal subsidiary is Mellon Bank, N.A.

     Press releases and other information about Mellon Bank Corporation and its
products and services are available at www.mellon.com on the Internet. For
Mellon press releases by fax, call 1 800 758-5804, identification number 552187.

                                     # # #

<PAGE>

                                                                    EXHIBIT 99.2

[LOGO] Mellon
                                                    News Release

       Contact: Glenn R. Boyet                      Corporate Affairs
                (412) 236-0082                      One Mellon Bank Center
                [email protected]                 Pittsburgh, PA 15258-0001
                -------------------
- --------------------------------------------------------------------------------

FOR IMMEDIATE RELEASE

                        MELLON BANK IS YEAR 2000 READY
                      --Goals met for June 30 milestone--

PITTSBURGH, July 2, 1999--Mellon Bank Corporation today announced that it has
met its June 30, 1999, year 2000 goals and is ready for the year 2000. All of
its critical and other important information technology and non-information
technology systems have been addressed and successfully tested for the year
2000. Mellon is confident that after Dec. 31, 1999, its customers will continue
to receive the same levels of service that they currently enjoy.

     "Reaching this milestone on schedule is another example of Mellon's
commitment to our customers," said Martin G. McGuinn, Mellon chairman and chief
executive officer. "Thanks to the outstanding effort of our many employees
dedicated to this project, our mission-critical systems are ready for the year
2000. Our goal all along has been to make the transition to this historic event
uneventful for our customers."

     Mellon's year 2000 initiative, which began in early 1996 and has involved
more than 500 employees across the Corporation, is the largest technology
project undertaken by Mellon, the first bank in the United States to install a
computer in the 1950s.

     "As a result of the hard work of our employees, Mellon will be able to
process dates and date-related information after Dec. 31, 1999, and customers
will continue to receive the same levels of service that they currently enjoy.
They will be able to access their account information, receive statements,
perform automatic bill paying and complete other types of transactions, as they
normally do," McGuinn said.

                                    -more-

                               [LOGO OF MELLON]

                   [LOGO OF DREYFUS]     [LOGO OF THE BOSTON COMPANY]


  The Dreyfus Corporation and The Boston Company are companies of Mellon Bank
                                 Corporation.
<PAGE>

Mellon Year 2000 Ready
July 2, 1999
Page 2

     The Federal Financial Institutions Examination Council (FFIEC) set June 30,
1999, as the date for financial services institutions to complete testing of
critical systems. The FFIEC is the regulatory body that oversees the year 2000
efforts of banks and their affiliates. According to the Gartner Group and U.S.
Senate Special Committee on the Year 2000 Technology Problem, the financial
services industry is among the best-prepared industries for the year 2000.

     Mellon continues to monitor the readiness of the numerous third parties it
relies upon in providing services to customers. The year 2000 challenge is an
unprecedented event, and a key element of Mellon's project is contingency
planning if a problem should occur during or after the date change. The
contingency plans for Mellon's critical processes have been enhanced to include
year 2000 scenarios. Mellon's focus for the balance of 1999 will be on
validating its year 2000 contingency plans and developing event plans for the
key time periods around the year 2000 date change.

     As part of its planning for the year 2000, Mellon previously announced that
key retail bank locations will be open for business Saturday, Jan. 1, 2000. In
early December, Mellon will publicize a list of traditional and supermarket
offices in key locations throughout Pennsylvania, New Jersey, Delaware and
Maryland that will be open for business Jan. 1 and Sunday, Jan. 2, 2000. Mellon
offices will have extended hours on New Year's Eve (Friday, Dec. 31), some until
8 p.m.

     Also open throughout the entire New Year's weekend will be the
MellonDirect24 center, which is staffed 24 hours a day, seven days a week, even
on holidays such as Thanksgiving, Christmas and New Year's Eve and Day. The
MellonDirect24 Center provides access to a full selection of electronic banking
services such as Telephone Banking; Bank-by-Web and Web Bill-Paying; and PC
Banking. In addition, the MellonDirect24 Center will be staffed by customer
service representatives to answer questions from Mellon customers. Customers
also will have access to Mellon's network of more than 700 conveniently located
ATMs throughout Pennsylvania, New Jersey, Delaware and Maryland.

                                    -more-
<PAGE>

Mellon Year 2000 Ready
July 2, 1999
Page 3

     A broad-based financial services company with a bank at its core, Mellon
Bank Corporation ranks among the nation's largest financial services companies
in market capitalization. With more than $2.3 trillion in assets under
management, administration or custody, including more than $400 billion under
management, Mellon provides a full range of banking, investment and trust
products and services to individuals and small, midsize and large businesses and
institutions. Its mutual fund companies, The Dreyfus Corporation and Founders
Asset Management in the United States, and Newton Management Limited in the
United Kingdom, place Mellon as one of the world's leading managers of mutual
funds. Mellon also is a global leader in benefits consulting through its Buck
Consultants, Inc., subsidiary in New York. Headquartered in Pittsburgh, Mellon's
principal subsidiary is Mellon Bank, N.A.

     Press releases and other information about Mellon Bank Corporation and its
products and services are available at www.mellon.com on the Internet. For
Mellon press releases by fax, call 1 800 758-5804, identification number 552187.

This information is a year 2000 readiness disclosure as defined in the federal
Year 2000 Information and Readiness Disclosure Act. This press release contains
"forward looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Reference is made to the Corporation's filings on
Forms 10-K and 10-Q with the Securities and Exchange Commission for factors that
could cause actual results to differ materially from those anticipated,
including without limitation adequate resolution of year 2000 issues by third
parties and the adequacy of contingency plans.

                                     # # #


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