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As filed with the Securities and Exchange Commission on July 22, 1999
Registration No. 333-38213
_______________________________________________________________________________
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under The Securities Act of 1933
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MELLON BANK CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1233834
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Mellon Bank Center
500 Grant Street
Pittsburgh, Pennsylvania 15258
412-234-5000
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
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, including zip code, and telephone
number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the Amendment becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [_]
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
This Post-Effective Amendment No. 1 is filed pursuant to paragraph (b) of
Rule 416 under the Securities Act of 1933 to reflect a change in the amount of
securities registered hereunder. On April 20, 1999, Mellon Bank Corporation
announced a two-for-one split with respect to its Common Stock, par value $.50
per share (the "Common Stock"), such split to be effected in the form of a stock
dividend of one additional share of Common Stock on each share of Common Stock,
payable on May 17, 1999, to holders of record of Common Stock at the close of
business on May 3, 1999. As a result of the split, an additional 3,834,744
shares of Common Stock are registered hereunder, bringing the total number of
shares registered hereunder to 7,834,744.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
Exhibit 24.1 Power of Attorney Filed herewith as
part of this Post-
Effective Amendment
No. 1
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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-3 and has duly caused this Post
Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pittsburgh, Commonwealth of
Pennsylvania, on the 22nd day of July, 1999.
MELLON BANK CORPORATION
By: /s/ Steven G. Elliott
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Steven G. Elliott
Senior Vice Chairman and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 has been signed below by the following persons in the
capacities indicated on the 22nd day of July, 1999.
By: /s/ Steven G. Elliott
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Steven G. Elliott
Principal Financial Officer
By: /s/ Michael K. Hughey
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Michael K. Hughey
Chief 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; IRA J. GUMBERG,
Director; PEMBERTON HUTCHINSON, Director; GEORGE W. JOHNSTONE, Director; ROTAN
E. LEE, Director; EDWARD J. McANIFF, Director; ROBERT MEHRABIAN, Director;
SEWARD PROSSER MELLON, Director; MARK A. NORDENBERG, Director; DAVID S. SHAPIRA,
Director; WESLEY W. von SCHACK, Director; JOAB L. THOMAS, Director.
By: /s/ Ann M. Sawchuck
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Ann M. Sawchuck
Attorney-in-fact
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INDEX TO EXHIBITS
Exhibit 24.1 Powers of Attorney for Directors Filed herewith
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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 any amendment or
amendments to any currently filed registration statement or statements under the
Securities Act of 1933, as amended, covering shares of Mellon Bank Corporation's
(the "Corporation's") Common Stock, to be issued from time to time pursuant to
the Corporation's Direct Stock Purchase and Dividend Reinvestment Plan (the
"Plan") with respect to the registration of up to four million (4,000,000)
additional shares of the Corporation's Common Stock to be issued pursuant to the
Plan as a result of the Corporation's two-for-one stock split, effective for
record holders as of May 3, 1999, and to sign any and all other 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 May 18, 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/ Pemberton Hutchinson
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Martin G. McGuinn, Pemberton Hutchinson, Director
Director and Principal
Executive Officer
/s/ Dwight L. Allison, Jr. /s/ George W. Johnstone
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Dwight L. Allison, Jr., George W. Johnstone, Director
Director
/s/ Burton C. Borgelt /s/ Rotan E. Lee
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Burton C. Borgelt, Director Rotan E. Lee, Director
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/s/ Carol R. Brown /s/ Edward J. McAniff
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Carol R. Brown, Director Edward J. McAniff, Director
/s/ Frank V. Cahouet /s/ Robert Mehrabian
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Frank V. Cahouet, Director Robert Mehrabian, Director
/s/ Jared L. Cohon /s/ Seward Prosser Mellon
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Jared L. Cohon, Director Seward Prosser Mellon, Director
/s/ Christopher M. Condron /s/ Mark A. Nordenberg
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Christopher M. Condron, Mark A. Nordenberg, Director
Director
/s/ J. W. Connolly /s/ David S. Shapira
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J. W. Connolly, Director David S. Shapira, Director
/s/ Charles A. Corry /s/ Joab L. Thomas
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Charles A. Corry, Director Joab L. Thomas, Director
/s/ Ira J. Gumberg
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Ira J. Gumberg, Director Wesley W. von Schack, Director
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<PAGE>
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 any amendment or
amendments to any currently filed registration statement or statements under the
Securities Act of 1933, as amended, covering shares of Mellon Bank Corporation's
(the "Corporation's") Common Stock, to be issued from time to time pursuant to
the Corporation's Direct Stock Purchase and Dividend Reinvestment Plan (the
"Plan") with respect to the registration of up to four million (4,000,000)
additional shares of the Corporation's Common Stock to be issued pursuant to the
Plan as a result of the Corporation's two-for-one stock split, effective for
record holders as of May 3, 1999, and to sign any and all other 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 June 1, 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/ Wesley W. von Schack
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Wesley W. von Schack, Director
