<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
MELLON BANK CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1233834
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Mellon Bank Center
500 Grant Street
Pittsburgh, Pennsylvania 15258-0001
(412) 234-5000
(Address of principal executive offices) (Zip Code)
MELLON BANK CORPORATION
STOCK OPTION PLAN FOR AFFILIATE BOARDS OF DIRECTORS (1999)
(Full title of the plan)
Carl Krasik, Esq.
Associate General Counsel and Secretary
Mellon Bank Corporation
One Mellon Bank Center
500 Grant Street
Pittsburgh, Pennsylvania 15258-0001
(412) 234-5222
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock
($0.50 par value) (1) 60,000 $70.375 (2) $4,222,500 (2) $1,174 (2)
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</TABLE>
(1) Includes preferred stock purchase rights. Prior to the occurrence of
certain events, these rights will not be exercisable or evidenced separately
from the Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(h) of the Securities Act, on the basis of $70.375 per
share, the average sale price of the Common Stock in the consolidated reporting
system on March 31, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents heretofore filed with the Securities and Exchange
Commission by Mellon Bank Corporation (the "Corporation") (Commission File No.
1-7410) pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are
incorporated in this Registration Statement by reference and made a part hereof:
(1) The Corporation's Annual Report on Form 10K for the year ended on
December 31, 1998, filed pursuant to Section 13 of the Exchange Act.
(2) The Corporation's Current Reports on Form 8-K dated January 15, 1999,
January 29, 1999 and March 23, 1999, filed pursuant to Section 13 of the
Exchange Act.
(3) The description of the Corporation's Common Stock set forth in the
Corporation's Registration Statement on Form 8-A, dated June 10, 1981, filed
pursuant to Section 12(b) of the Exchange Act, including all reports updating
such description.
(4) The description of the Rights set forth in the Corporation'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.
Each document or report filed by the Corporation with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part thereof from the date of filing of such
documents until the information contained in such document is superseded or
updated by any subsequently filed document which is incorporated by reference
into this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The validity of the Common Stock covered by this Registration Statement will be
passed upon for the Corporation by Carl Krasik, Esq., Associate General Counsel
and Secretary of the Corporation, One Mellon Bank Center, Pittsburgh,
Pennsylvania 15258. Mr. Krasik is a shareholder of the Corporation and holds
options to purchase additional shares
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of the Corporation's Common Stock issued pursuant to the Corporation's Long-Term
Profit Incentive Plan (1996).
Item 6. Indemnification of Directors and Officers
The Restated Articles of Incorporation, as amended, of the Corporation (the
"Articles") provide that, except as prohibited by law, every director and
officer of the Corporation shall be entitled as of right to be indemnified by
the Corporation against fees and expenses and any liability paid or incurred by
such person in connection with any actual or threatened claim, action, suit or
proceeding, civil, criminal, administrative, investigative or other, whether
brought by or in the right of the Corporation or otherwise, in which such person
may be involved as a party or otherwise (subject to certain limitations in the
case of actions by such person against the Corporation) by reason of such person
being or having been a director or officer of the Corporation or serving or
having served at the request of the Corporation as a director, officer,
fiduciary or other representative of another entity. The Articles also give to
indemnitees the right to have their expenses in defending such actions paid in
advance by the Corporation, subject to any obligation imposed by law or
otherwise to reimburse the Corporation in certain events. The Corporation has
entered into an indemnity agreement (the "Indemnity Agreement") with each
director and certain of its officers which provides a contractual right to
indemnification against such expenses and liabilities (subject to certain
limitations and exceptions) and a contractual right to advancement of expenses
and contains additional provisions regarding determination of entitlement,
defense of claims, rights of contribution and other matters.
The Pennsylvania Business Corporation Law permits a corporation to indemnify its
directors and officers, and to pay their expenses in advance, subject to certain
limitations and exceptions. The specific indemnity provisions, which are by
their terms not intended to be exclusive, are, in general, not as broad as the
provisions of the Articles and the Indemnity Agreement; however, one provision
would preclude indemnification in any case where the act or failure to act
giving rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness, and another provision requires
that advances of expenses may be made by a corporation only upon receipt of an
undertaking to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the corporation.
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The Corporation has purchased liability insurance policies covering its
directors and officers to insure against the claims arising out of certain
alleged wrongful acts on the part of such directors and officers and against
claims arising out of certain alleged breaches of fiduciary duty under the
Employee Retirement Income Security Act of 1974 on the part of such directors
and officers.
Article Seventh of the Articles and Article Two of the Corporation's By-Laws, as
amended, both adopted by the shareholders of the Corporation at their annual
meeting on April 20, 1987, further provide that, to the fullest extent that the
laws of Pennsylvania, as in effect on January 27, 1987 or as thereafter amended,
permit elimination or limitation of the liability of directors, no director of
the Corporation shall be personally liable for monetary damages as such for any
action taken, or any failure to take any action, as a director. The
Pennsylvania Business Corporation Law provides that whenever the by-laws of a
corporation by a vote of the shareholders so provide, a director shall not be
personally liable for monetary damages as such for any action taken, or failure
to take any action, unless (i) the director has breached or failed to perform
the duties of his office under the standard of care and justifiable reliance
specified in such act and (ii) the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness. These provisions do not apply
to (i) responsibility or liability of a director pursuant to any criminal
statute or (ii) the liability of a director for payment of taxes.
Item 7. Exemption From Registration Claimed
Not Applicable.
Item 8. Exhibits
The following exhibits are filed herewith or incorporated by reference as part
of this Registration Statement:
<TABLE>
<CAPTION>
Number Description
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<C> <S>
4.1 Restated Articles of Incorporation of Mellon Bank Corporation, as
amended and restated as of September 15, 1998.
4.2 By-Laws of Mellon Bank Corporation, as amended, effective November 5,
1998.
4.3 Shareholder Protection Rights Agreement between Mellon Bank
Corporation and Mellon Bank, N.A., as Rights Agent, dated as of
October 15, 1996.
4.4 Amendment No. 1, dated as of June 2, 1997, to Shareholder
Protection Rights Agreement between Mellon Bank Corporation and
Mellon Bank, N.A., as Rights Agent, dated as of October 15, 1996.
</TABLE>
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<TABLE>
<CAPTION>
Number Description
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<C> <S>
5.1 Opinion of Carl Krasik, Esq. as to the legality of the Common Stock
being registered.
15.1 Consent of KPMG LLP.
23.1 Consent of Carl Krasik, Esq. (included in Exhibit 5.1).
24.1 Powers of Attorney.
</TABLE>
Item 9. Undertakings
(a) Rule 415 Offering
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-
effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
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(b) Filings Incorporating Subsequent Exchange Act Documents by Reference
The undersigned registrant hereby undertakes that for the purpose of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Filing of Registration Statement on Form S-8
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
MELLON BANK CORPORATION
Pursuant to the requirements of the Securities Act of 1933, Mellon Bank
Corporation certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania on the
2nd day of April, 1999.
Mellon Bank Corporation
By: /s/ Steven G. Elliott
-------------------------------
Steven G. Elliott
Senior Vice Chairman and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on the 2nd day of April, 1999.
By: /s/ Steven G. Elliott
-------------------------------
Steven G. Elliott
Principal Financial Officer
By: /s/ Michael K. Hughey
-------------------------------
Michael K. Hughey
Principal Accounting Officer
Martin G. McGuinn, Director and Principal Executive Officer; Dwight L. Allison,
Jr., Director; Burton C. Borgelt, Director; Carol R. Brown, Director; Frank V.
Cahouet, Director; Jared L. Cohon, Director; Christopher M. Condron, Director;
J. W. Connolly, Director; Charles A Corry, Director; C. Frederick Fetterolf,
Director; Ira J. Gumberg, Director; Pemberton Hutchinson, Director; George W.
Johnstone, Director; Rotan E. Lee, Director; Andrew W. Mathieson, Director;
Edward J. McAniff, Director; Seward Prosser Mellon, Director; Robert Mehrabian,
Director; Mark A. Nordenberg, Director; David S. Shapira, Director; Joab L.
Thomas, Director; Wesley W. von Schack, Director; William J. Young, Director.
By: /s/ Ann M. Sawchuck
-------------------------------
Ann M. Sawchuck
Attorney-in-Fact
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Index to Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description Method of Filing
<C> <S> <C>
4.1 Restated Articles of Incorporation of Mellon Previously filed as Exhibit
Bank Corporation, as amended and restated as 3.1 to the Quarterly Report
of September 15, 1998. on Form 10-Q (File No.
1-7410) for the quarter
ended September 30, 1998,
and incorporated herein by
reference.
4.2 By-Laws of Mellon Bank Corporation, as Previously filed as Exhibit
amended, effective November 5, 1998. 3.2 to the Quarterly Report
on Form 10-Q (File No.
1-7410) for the quarter
ended September 30, 1998,
and incorporated herein by
reference.
4.3 Shareholder Protection Rights Agreement Previously filed as Exhibit
between Mellon Bank Corporation and Mellon 1 to Form 8-A Registration
Bank, N.A., as Rights Agent, dated as of Statement (File No. 1-7410)
October 15, 1996. dated October 29, 1996, and
incorporated herein by
reference.
4.4 Amendment No. 1, dated as of June 2, 1997, Previously filed as Exhibit
to Shareholder Protection Rights Agreement 4.1 to the Quarterly Report
between Mellon Bank Corporation and Mellon on Form 10-Q (File No.
Bank, N.A., as Rights Agent, dated as of 1-7410) for the quarter
October 15, 1996. ended June 30, 1997, and
incorporated herein by
reference.
5.1 Opinion of Carl Krasik, Esq. as to the Filed herewith.
legality of the Common Stock being registered.
15.1 Consent of KPMG LLP. Filed herewith.
Consent of Carl Krasik, Esq. (included in Filed herewith.
23.1 Exhibit 5.1).
24.1 Powers of Attorney. Filed herewith.
</TABLE>
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Exhibit 5.1 and 23.1
April 2, 1999
Mellon Bank Corporation
500 Grant Street
Pittsburgh, PA 15258
Re: Mellon Bank Corporation
Stock Option Plan for Affiliate Boards of Directors (1999)
Registration Statement on Form S-8
----------------------------------
Gentlemen:
I am Associate General Counsel of Mellon Bank Corporation, a Pennsylvania
corporation (the "Corporation"), and, in that capacity, have acted as counsel
for the Corporation in connection with (i) the proposed issuance by the
Corporation from time to time of up to 60,000 additional shares of its Common
Stock, par value $.50 per share (the "Common Stock"), under the Mellon Bank
Corporation Stock Option Plan for Affiliate Boards of Directors (1999) (the
"Plan"), (ii) the preparation of the documents that constitute the Section 10(a)
prospectus for the Plan within the meaning of Rule 428(a)(1) of the Securities
Act of 1933, as amended (the "Act") and (iii) the preparation of the
Corporation's Registration Statement on Form S-8 with respect to the Common
Stock (the "Registration Statement"), to be filed with the Securities and
Exchange Commission and with which this opinion is to be filed as an exhibit.
This opinion is being furnished pursuant to the requirements of Form S-8 and
Item 601 of Regulation S-K under the Act.
In furnishing this opinion, I, or attorneys under my supervision, have examined
the Registration Statement, the prospectus for the Plan and such other
documents, legal opinions and precedents, corporate and other records of the
Corporation and its subsidiaries and certificates of public officials and
officers of the Corporation as I have deemed necessary or appropriate to provide
a basis for the opinions set forth below. In such examination, I or such
attorneys have assumed the genuineness of all signatures, the authenticity of
all documents submitted as originals and the conformity to original documents of
all documents submitted as certified or photostatic copies.
Based upon the foregoing, I am of the opinion that:
1. The Corporation has been duly incorporated and is validly existing as a
corporation under the laws of the Commonwealth of Pennsylvania;
<PAGE>
2. The Registration Statement has been duly authorized by all necessary
corporate action of the Corporation; and
3. The shares of Common Stock, when issued and delivered as contemplated by the
Plan and the Registration Statement, will be duly authorized, validly issued,
fully paid and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement. By giving such consent, I do not thereby admit that I am within the
category of persons whose consents are required under Section 7 of the Act.
Very truly yours,
/s/ Carl Krasik
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<PAGE>
Exhibit 15.1
[LETTERHEAD OF KPMG LLP]
The Board of Directors
Mellon Bank Corporation:
We consent to the incorporation by reference in this Registration Statement on
Form S-8 and in the related Prospectus regarding Mellon Bank Corporation's Stock
Option Plan for Affiliate Boards of Directors (1999) of our report dated January
14, 1999, relating to the consolidated balance sheets of Mellon Bank Corporation
and subsidiaries as of December 31, 1998 and 1997, and the related consolidated
statements of income, changes in shareholders' equity and cash flows for each of
the years in the three-year period ended December 31, 1998, which report appears
in the December 31, 1998 annual report on Form 10-K of Mellon Bank Corporation.
/s/ KPMG LLP
- -----------------------
Pittsburgh, Pennsylvania
April 2, 1999
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
MELLON BANK CORPORATION
Know all men by these presents, that each person whose signature appears below
constitutes and appoints Carl Krasik, William E. Marquis and Ann M. Sawchuck,
and each of them, such person's true and lawful attorney-in-fact and agent, with
full power of substitution and revocation, for such person and in such person's
name, place and stead, in any and all capacities, to sign one or more
Registration Statements on Form S- 8 or any other appropriate form or forms, all
pursuant to the Securities Act of 1933, as amended, with respect to the
registration of up to 60,000 shares of Mellon Bank Corporation's (the
"Corporation's") Common Stock to be issued from time to time pursuant to the
Mellon Bank Corporation Stock Option Plan for Affiliate Boards of Directors
(1999) and any and all amendments (including post-effective amendments) thereto,
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any of the above, as fully to all intents and purposes as
such person might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents and each of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
This power of attorney shall be effective as of February 16, 1999 and shall
continue in full force and effect until revoked by the undersigned in a writing
filed with the Secretary of the Corporation.
/s/ Martin G. McGuinn /s/ George W. Johnstone
- -------------------------------- ------------------------------
Martin G. McGuinn, Director and George W. Johnstone, Director
Principal Executive Officer
/s/ Dwight L. Allison, Jr. /s/ Rotan E. Lee
- -------------------------------- ------------------------------
Dwight L. Allison, Jr., Director Rotan E. Lee, Director
/s/ Burton C. Borgelt /s/ A. W. Mathieson
- -------------------------------- ------------------------------
Burton C. Borgelt, Director Andrew W. Mathieson, Director
/s/ Carol R. Brown /s/ E. J. McAniff
- -------------------------------- ------------------------------
Carol R. Brown, Director Edward J. McAniff, Director
<PAGE>
/s/ Frank V. Cahouet /s/ Robert Mehrabian
- --------------------------------- ---------------------------------
Frank V. Cahouet, Director Robert Mehrabian, Director
/s/ Jared L. Cohon /s/ Seward Prosser Mellon
- --------------------------------- ---------------------------------
Jared L. Cohon, Director Seward Prosser Mellon, Director
/s/ Christopher M. Condron /s/ Mark A. Nordenberg
- --------------------------------- ---------------------------------
Christopher M. Condron, Director Mark A. Nordenberg, Director
/s/ J. W. Connolly /s/ D. S. Shapira
- --------------------------------- ---------------------------------
J. W. Connolly, Director David S. Shapira, Director
/s/ C. A. Corry /s/ Joab L. Thomas
- --------------------------------- ---------------------------------
Charles A. Corry, Director Joab L. Thomas, Director
/s/ C. Frederick Fetterolf /s/ Wesley W. von Schack
- --------------------------------- ---------------------------------
C. Frederick Fetterolf, Director Wesley W. von Schack, Director
/s/ Ira J. Gumberg /s/ William J. Young
- --------------------------------- ---------------------------------
Ira J. Gumberg, Director William J. Young, Director
__________________________________
Pemberton Hutchinson, Director
- 2 -
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
MELLON BANK CORPORATION
Know all men by these presents, that each person whose signature appears below
constitutes and appoints Carl Krasik, William E. Marquis and Ann M. Sawchuck,
and each of them, such person's true and lawful attorney-in-fact and agent, with
full power of substitution and revocation, for such person and in such person's
name, place and stead, in any and all capacities, to sign one or more
Registration Statements on Form S-8 or any other appropriate form or forms, all
pursuant to the Securities Act of 1933, as amended, with respect to the
registration of up to 60,000 shares of Mellon Bank Corporation's (the
"Corporation's") Common Stock to be issued from time to time pursuant to the
Mellon Bank Corporation Stock Option Plan for Affiliate Boards of Directors
(1999) and any and all amendments (including post-effective amendments) thereto,
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any of the above, as fully to all intents and purposes as
such person might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents and each of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
This power of attorney shall be effective as of March 8, 1999 and shall continue
in full force and effect until revoked by the undersigned in a writing filed
with the Secretary of the Corporation.
/s/ Pemberton Hutchinson
- ------------------------------
Pemberton Hutchinson, Director
