<PAGE> 1
Filed pursuant to Rule 424(b)(5)
File Number 333-33248
333-33248-01
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED APRIL 17, 2000.
$300,000,000
MELLON FUNDING CORPORATION
7 1/2% Senior Notes due June 15, 2005
Unconditionally Guaranteed by
MELLON FINANCIAL CORPORATION
------------------
The notes of Mellon Funding Corporation are unconditionally guaranteed by
Mellon Financial Corporation. Interest on the notes will be paid each June 15
and December 15. The first interest payment will be made on December 15, 2000.
The notes are not redeemable prior to their maturity on June 15, 2005. There is
no sinking fund for the notes.
These notes are not savings or deposit accounts and are not insured by the
Federal Deposit Insurance Corporation or any other governmental agency.
<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC(1) COMMISSIONS CORPORATION(1)
--------------- --------------- ---------------
<S> <C> <C> <C>
Per Note............... 99.852% .50% 99.352%
Total.................. $299,556,000 $1,500,000 $298,056,000
</TABLE>
(1) Plus accrued interest, if any, from June 23, 2000.
Delivery of the notes in book-entry form only will be made on or about June
23, 2000.
Neither the Securities and Exchange Commission, the Federal Deposit
Insurance Corporation, the Board of Governors of the Federal Reserve System nor
any other regulatory body 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.
CREDIT SUISSE FIRST BOSTON
KEEFE, BRUYETTE & WOODS, INC.
MELLON FINANCIAL MARKETS, LLC
The date of this prospectus supplement is June 20, 2000.
<PAGE> 2
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
PROSPECTUS SUPPLEMENT
FORWARD-LOOKING STATEMENTS............. S-3
MELLON FINANCIAL CORPORATION........... S-4
MELLON FUNDING CORPORATION............. S-4
USE OF PROCEEDS........................ S-4
REGULATORY CONSIDERATIONS.............. S-5
MELLON FINANCIAL CORPORATION
CAPITALIZATION....................... S-6
MELLON FINANCIAL CORPORATION AND
SUBSIDIARIES CONSOLIDATED SELECTED
HISTORICAL FINANCIAL DATA............ S-7
RATIOS OF EARNINGS TO FIXED CHARGES.... S-9
DESCRIPTION OF NOTES AND GUARANTEES.... S-10
REGARDING THE TRUSTEE.................. S-10
UNDERWRITING........................... S-11
VALIDITY OF THE NOTES AND GUARANTEES... S-12
WHERE YOU CAN FIND MORE INFORMATION.... S-12
</TABLE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
PROSPECTUS
THE COMPANY........................... 2
USE OF PROCEEDS....................... 2
REGULATORY CONSIDERATIONS............. 2
DESCRIPTION OF DEBT SECURITIES AND
GUARANTEES.......................... 3
REGARDING THE TRUSTEES................ 13
TAX CONSIDERATIONS.................... 13
PLAN OF DISTRIBUTION.................. 13
VALIDITY OF THE DEBT SECURITIES AND
GUARANTEES.......................... 14
WHERE YOU CAN FIND MORE
INFORMATION......................... 15
EXPERTS............................... 15
</TABLE>
------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT.
S-2
<PAGE> 3
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents
incorporated by reference in them contain forward-looking statements. We have
based these forward-looking statements on our current expectations and
projections about future events. These forward-looking statements are subject to
risks, uncertainties and assumptions about us, including, among other things:
- changes in political and economic conditions;
- competitive product and pricing pressures within our markets;
- equity and fixed-income market fluctuations;
- personal and corporate customers' bankruptcies;
- inflation;
- acquisitions and integrations of acquired businesses;
- technological change;
- changes in law;
- changes in fiscal, monetary, regulatory, trade and tax policies and laws;
- monetary fluctuations;
- success in gaining regulatory approvals when required;
- success in the timely development of new products and services;
- interest rate fluctuations;
- consumer spending and savings habits; and
- levels of third-parties' funds under management.
We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks, uncertainties and assumptions, the forward-looking
events discussed in this prospectus supplement, the accompanying prospectus and
the documents incorporated by reference into this prospectus supplement and the
accompanying prospectus might not occur.
S-3
<PAGE> 4
MELLON FINANCIAL CORPORATION
Mellon Financial Corporation, formerly Mellon Bank Corporation, is a global
multibank financial holding company incorporated under the laws of the
Commonwealth of Pennsylvania in August 1971 and registered under the Federal
Bank Holding Company Act of 1956, as amended. Our principal 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. Mellon Bank's subsidiaries include The Dreyfus
Corporation, one of the nation's largest mutual fund management companies, and
Founders Asset Management, LLC. At March 31, 2000, we had total assets of $47.4
billion, loans net of the reserve for credit losses of $27.9 billion and total
shareholders' equity of $3.9 billion. Our net income for the quarter ended March
31, 2000 was $253 million and for the year ended December 31, 1999 was $963
million.
Our banking subsidiaries engage in retail financial services, commercial
banking, trust and custody services, investment management services, mutual fund
activities, equipment leasing, selling 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, 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.
Our principal executive office is located at One Mellon Center, 500 Grant
Street, Pittsburgh, Pennsylvania 15258 (telephone (412) 234-5000).
MELLON FUNDING CORPORATION
Mellon Funding Corporation, a wholly owned subsidiary of Mellon Financial
Corporation, is incorporated in Pennsylvania. It functions as a financing entity
for Mellon Financial Corporation and its subsidiaries and affiliates by issuing
commercial paper and other debt guaranteed by Mellon Financial Corporation.
Financial data for Mellon Funding Corporation is combined for financial
reporting purposes with Mellon Financial Corporation and with Mellon Capital I
and Mellon Capital II, special purpose business trusts formed by Mellon
Financial Corporation for the sole purpose of issuing capital securities. This
presentation reflects the limited function of Mellon Funding Corporation and the
unconditional guarantees by Mellon Financial Corporation of all of the
obligations of Mellon Funding Corporation, Mellon Capital I and Mellon Capital
II.
USE OF PROCEEDS
Mellon Funding Corporation will use the net proceeds from the sale of the
notes to make loans to Mellon Financial Corporation and its subsidiaries and
affiliates. Mellon Financial 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 Financial Corporation and its subsidiaries and
affiliates.
S-4
<PAGE> 5
REGULATORY CONSIDERATIONS
Mellon Funding Corporation and Mellon Financial Corporation are legal
entities separate and distinct from Mellon Financial 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 Financial Corporation, Mellon
Funding Corporation 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 Financial Corporation's bank subsidiaries can,
without prior regulatory approval, declare dividends subsequent to March 31,
2000 of up to approximately $715 million of their retained earnings of
approximately $3.296 billion at March 31, 2000, less any dividends declared and
plus or minus net profits or losses between April 1, 2000 and the date of any
such dividend declaration. The payment of dividends is also limited by minimum
capital requirements imposed on banks. Mellon Financial 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
Financial Corporation's bank subsidiaries declared dividends to Mellon Financial
Corporation of $183 million in the first three months of 2000, $784 million in
1999 and $380 million in 1998. Dividends paid to Mellon Financial Corporation by
non-bank subsidiaries totaled $14 million in the first three months of 2000, $92
million in 1999 and $71 million in 1998. In addition, Mellon Financial
Corporation's bank and non-bank subsidiaries returned $125 million of capital in
the first three months of 2000, $690 million in 1999 and $100 million in 1998.
S-5
<PAGE> 6
MELLON FINANCIAL CORPORATION CAPITALIZATION
The following table sets forth the consolidated capitalization of Mellon
Financial Corporation and its subsidiaries at March 31, 2000 and as adjusted to
give effect to the issuance of the notes offered by this prospectus supplement
and the maturing on May 31, 2000 of Mellon Financial Corporation's 6.30% Senior
Notes due 2000. The capitalization table should be read in conjunction with the
detailed information and financial statements of Mellon Financial Corporation
available as described under "Where You Can Find More Information" below and in
the accompanying prospectus.
<TABLE>
<CAPTION>
MARCH 31, 2000
----------------------------
ACTUAL PRO FORMA
---------- ------------
(DOLLAR AMOUNTS IN MILLIONS)
<S> <C> <C>
Commercial paper............................................ $ 96 $ 96
Notes and debentures:
Parent Corporation:
6.70% Subordinated Debentures due 2008................. 249 249
6.30% Senior Notes due 2000............................ 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 March 31, 2000)................. 10 10
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.................... 400 400
7 1/2% Senior Notes due 2005........................... -- 300
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..................... 250 250
6 3/4% Subordinated Notes due 2003..................... 149 149
Medium Term Bank Notes due 2000-2007
(6.42% to 8.55% at March 31, 2000)................... 135 135
------- -------
Total notes and debentures............................. 3,440 3,540
------- -------
Total commercial paper, notes and debentures........... 3,536 3,636
------- -------
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..................... 294 294
Additional paid-in capital................................ 1,793 1,793
Retained earnings......................................... 3,938 3,938
Accumulated unrealized loss, net of tax................... (151) (151)
Treasury stock of 97,452,373 shares at cost............... (2,023) (2,023)
------- -------
Total shareholders' equity............................. 3,851 3,851
------- -------
Total capitalization................................... $ 8,378 $ 8,478
======= =======
</TABLE>
Parent Corporation includes the accounts of Mellon Financial Corporation,
Mellon Funding Corporation, and Mellon Capital I and Mellon Capital II, special
purpose business trusts formed by Mellon Financial Corporation that exist solely
to issue capital securities.
S-6
<PAGE> 7
MELLON FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SELECTED HISTORICAL FINANCIAL DATA
This summary has been derived from our unaudited financial statements. You
should read the following financial data in conjunction with the financial
statements including the related notes, which are incorporated by reference
below under "Where You Can Find More Information" and in the accompanying
prospectus.
<TABLE>
<CAPTION>
AT OR FOR THE THREE
MONTHS ENDED
MARCH 31,
----------------------------
2000 1999
------------ ------------
(DOLLAR AMOUNT IN MILLIONS,
EXCEPT PER SHARE AMOUNTS)
<S> <C> <C>
Income Statement Data:
Net interest revenue...................................... $ 348 $ 369
Provision for credit losses............................... 10 15
-------- --------
Net interest revenue after provision for credit losses.... 338 354
Fee and other revenue..................................... 798 789
Net gain from divestitures................................ -- 83
Operating expense......................................... 738 780
Provision for income taxes................................ 145 166
-------- --------
Income before cumulative effect of accounting change...... 253 280
Cumulative effect of accounting change.................... -- (26)
-------- --------
Net income(A)............................................. $ 253 $ 254
Consolidated Per Share Data:
Basic net income before cumulative effect of
accounting change...................................... $ .51 $ .54
Cumulative effect of accounting change.................... -- (.05)
-------- --------
Basic net income (A)...................................... .51 .49
Diluted net income before cumulative effect of
accounting change...................................... .50 .53
Cumulative effect of accounting change.................... -- (.05)
-------- --------
Diluted net income (A).................................... .50 .48
Dividends................................................. .20 .18
Book value at period end.................................. 7.84 8.64
Average common shares and equivalents outstanding:
Basic (in thousands)................................... 496,740 523,448
Diluted (in thousands)................................. 502,082 531,288
Key Ratios:
Return on assets (A) (B) (C).............................. 2.15% 2.03%
Return on equity (A) (B) (C).............................. 26.03 23.05
Net interest margin (B) (C) (D)........................... 3.75 3.78
Dividends per common share as a percentage of:
Basic net income per share............................. 39.60 37.16
Diluted net income per share........................... 39.60 37.16
Consolidated Balance Sheet Data--Average Balances (B):
Money market investments.................................. $ 1,713 $ 1,286
Securities................................................ 6,155 6,767
Loans..................................................... 29,283 31,467
Total interest-earning assets............................. 37,399 39,811
Total assets.............................................. 47,205 50,677
Deposits.................................................. 32,220 34,087
Notes and debentures (with original maturities over
one year).............................................. 3,453 3,351
Capital securities........................................ 991 991
Total shareholders' equity................................ 3,905 4,469
</TABLE>
S-7
<PAGE> 8
<TABLE>
<CAPTION>
AT OR FOR THE THREE
MONTHS ENDED
MARCH 31,
--------------------
2000 1999
-------- --------
<S> <C> <C>
Capital Ratios:
Shareholders' equity to assets ratio (E).................. 8.13% 9.12%
Average shareholders' equity to average assets
ratio (B).............................................. 8.27 8.82
Tier I capital ratio (E).................................. 6.49 6.89
Total (Tier I plus Tier II) capital ratio (E)............. 10.61 11.22
Leverage capital ratio (E)................................ 6.61 6.60
Asset Quality Ratios:
Reserve for credit losses as a percentage of:
Total loans (E)........................................ 1.42% 1.34%
Nonperforming loans (E)................................ 213 323
Net credit losses as a percentage of average
loans (B) (C).......................................... .15 .22
Nonperforming assets as a percentage of total loans and
net acquired property (E).............................. .74 .53
</TABLE>
------------------
(A) Results for the first quarter of 1999 include a $49 million after-tax net
gain from divestitures and a $26 million after-tax charge for the cumulative
effect of a change in accounting principle. Excluding these items, net
income was $231 million, basic net income per share was $.44, diluted net
income per share was $.43, return on assets was 1.84% and return on equity
was 20.90%.
(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.
S-8
<PAGE> 9
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth certain information regarding our ratios of
earnings to fixed charges. Fixed charges represent interest expense, one-third
(the proportion deemed representative of the interest factor) of net rental
expense, trust-preferred securities expense and amortization of debt issuance
costs.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
------------ ------------------------------------
2000 1999 1999 1998 1997 1996 1995
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Mellon Financial Corporation (parent
corporation)........................ 3.81 2.35 4.15 2.24 3.01 4.46 5.88
Mellon Financial Corporation and its
subsidiaries
Excluding interest on deposits...... 3.69 3.34 3.53 3.33 3.35 3.86 3.45
Including interest on deposits...... 2.04 1.97 2.02 1.87 1.85 1.88 1.82
</TABLE>
Parent corporation ratios include the accounts of Mellon Financial
Corporation, Mellon Funding Corporation, Mellon Capital I and Mellon Capital II.
Here, earnings represent income before taxes, plus the fixed charges of Mellon
Financial Corporation, but exclude equity in undistributed net income (loss) of
subsidiaries. Consequently, these ratios vary with the payment of dividends by
such subsidiaries.
In the ratios for Mellon Financial Corporation and its subsidiaries,
earnings represent consolidated income before income taxes and the cumulative
effect of a change in accounting principle, plus consolidated fixed charges. We
have presented these ratios both including and excluding interest on deposits in
consolidated fixed charges. The ratios for 1999 exclude from earnings a $127
million pre-tax net gain from 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 3.65, excluding interest on deposits, and 2.07, including
interest on deposits. The ratios for the quarter ended March 31, 1999, exclude
from earnings an $83 million pre-tax net gain from divestitures. Had these
computations included the net gain from divestitures, the ratio of earnings to
fixed charges would have been 3.88, excluding interest on deposits, and 2.19,
including interest on deposits.
S-9
<PAGE> 10
DESCRIPTION OF NOTES AND GUARANTEES
You should read the following information concerning the notes and
guarantees in conjunction with the statements under "Description of Debt
Securities and Guarantees" in the accompanying prospectus.
We will issue the notes under an indenture, dated as of May 2, 1988, as
supplemented by a first supplemental indenture, dated as of November 29, 1990,
and a second supplemental indenture, dated as of June 12, 2000, among Mellon
Funding Corporation, Mellon Financial Corporation and The Chase Manhattan Bank,
as trustee.
The notes will be unsecured and will rank equally with all outstanding
senior indebtedness of Mellon Funding Corporation and are unconditionally
guaranteed as to payment of principal and interest by Mellon Financial
Corporation. The guarantees of the notes will be unsecured and will rank equally
with all outstanding senior indebtedness of Mellon Financial Corporation.
We will issue the notes with a total principal amount of $300,000,000. 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 or in
multiples of $1,000.
The notes will mature on June 15, 2005, and will bear interest at 7 1/2%
per year from June 23, 2000 or from the most recent interest payment date to
which interest has been paid or provided for. We will pay interest on the notes
twice a year on June 15 and December 15 of each year to the person in whose name
the notes are registered at the close of business on the preceding June 1 and
December 1. Interest will be computed on the basis of a 360-day year, consisting
of twelve 30-day months. The first interest payment date will be December 15,
2000. The trustee will serve as security registrar and paying agent for the
notes.
The notes are initially being offered in the principal amount of
$300,000,000. We may, without the consent of the holders, increase such
principal amount in the future on the same terms and conditions and with the
same CUSIP number as the notes being offered hereby.
BOOK-ENTRY SYSTEM
We will issue the notes in the form of one or more global securities which
will be deposited with, or on behalf of, The Depository Trust Company. The
global securities representing the notes will be registered in the name of The
Depository Trust Company or its nominee. Except under the circumstances
described in the accompanying prospectus under "Description of Debt Securities
and Guarantees--Special Situations When a Global Security Will Be Terminated,"
we will not issue the notes in definitive form.
REDEMPTION AND SINKING FUND
The notes will not be redeemable prior to their stated maturity and will
not be entitled to the benefit of a sinking fund.
DEFEASANCE
The defeasance provisions described under "Description of Debt Securities
and Guarantees--Defeasance" in the accompanying prospectus will apply to the
notes.
REGARDING THE TRUSTEE
The trustee will be The Chase Manhattan Bank. Our bank subsidiaries
maintain deposit accounts and conduct other banking transactions with The Chase
Manhattan Bank in the ordinary course of their banking business.
The Chase Manhattan Bank is the agent bank and a participant in a $300
million revolving credit facility created to provide back-up support for Mellon
Funding Corporation's commercial paper borrowings.
S-10
<PAGE> 11
UNDERWRITING
Under the terms and subject to the conditions contained in an underwriting
agreement dated June 20, 2000, we have agreed to sell to the underwriters named
below, for whom Credit Suisse First Boston Corporation is acting as
representative, the following respective principal amounts of the notes:
<TABLE>
<CAPTION>
Principal Amount
Underwriter of Notes
----------- ----------------
<S> <C>
Credit Suisse First Boston Corporation...................... $165,000,000
Mellon Financial Markets, LLC............................... 75,000,000
Keefe, Bruyette & Woods, Inc................................ 60,000,000
------------
Total..................................................... $300,000,000
============
</TABLE>
The underwriting agreement provides that the underwriters are obligated to
purchase all of the notes if any are purchased. The underwriting agreement
provides that if an underwriter defaults the purchase commitments of
non-defaulting underwriters may be increased or the offering of the notes may be
terminated.
The underwriters propose to offer the notes initially at the public
offering price on the cover page of this prospectus supplement and to selling
group members at that price less a concession of 0.30% of the principal amount
per note. The underwriters and selling group members may allow a discount of
0.25% of such principal amount per note on sales to other broker/dealers. After
the initial public offering, the public offering price and concession and
discount to broker/dealers may be changed by the representative.
We estimate that our out of pocket expenses for this offering will be
approximately $100,000.
The notes are a new issue of securities with no established trading market.
One or more of the underwriters intends to make a secondary market for the
notes. However, they are not obligated to do so and may discontinue making a
secondary market for the notes at any time without notice. No assurance can be
given as to how liquid the trading market for the notes will be.
Mellon Financial Markets, LLC, a wholly owned subsidiary of Mellon
Financial Corporation and an affiliate of Mellon Funding Corporation, will
participate as an underwriter in the offering. Mellon Financial Markets, LLC is
a member of the National Association of Securities Dealers, Inc. The offering
therefore is being conducted in accordance with the applicable provisions of
Rule 2720 of the National Association of Securities Dealers, Inc. Conduct Rules.
We have agreed to indemnify the underwriters against liabilities under the
Securities Act of 1933, or contribute to payments which the underwriters may be
required to make in respect thereof.
The representative, on behalf of the underwriters, may engage in
over-allotment, stabilizing transactions, syndicate covering transactions and
penalty bids in accordance with Regulation M under the Securities Exchange Act
of 1934.
- Over-allotment involves syndicate sales in excess of the offering size,
which creates a syndicate short position.
- Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum.
- 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.
- Penalty bids permit the representative to reclaim a selling concession
from a syndicate member when the notes originally sold by such syndicate
member are purchased in a stabilizing transaction or a syndicate covering
transaction to cover syndicate short positions.
These stabilizing transactions, syndicate covering transactions and penalty bids
may cause the price of the notes to be higher than it would otherwise be in the
absence of such transactions. These transactions, if commenced, may be
discontinued at any time.
S-11
<PAGE> 12
VALIDITY OF THE NOTES AND GUARANTEES
The validity of the notes and related guarantees will be passed upon for us
by Carl Krasik, Associate General Counsel and Secretary of Mellon Financial
Corporation, One Mellon 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 Financial Corporation and holds
options to purchase additional shares of Mellon Financial Corporation's common
stock. Sullivan & Cromwell will rely on the opinion of Mr. Krasik as to all
matters of Pennsylvania law. Sullivan & Cromwell from time to time performs
legal services for us.
WHERE YOU CAN FIND MORE INFORMATION
Mellon Financial Corporation files annual, quarterly and special reports,
proxy statements and other information with the SEC. Our SEC filings are
available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file at the SEC's
public reference room, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549
and at the SEC's public reference rooms in its offices in New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Because our common stock is listed on the NYSE,
you may inspect reports, proxy statements and other information about us at the
offices of the NYSE, 20 Broad Street, New York, New York 10005.
The SEC allows us to "incorporate by reference" information we file with
it, which means that we can disclose important information to you by referring
you to other documents. The information incorporated by reference is an
important part of this prospectus supplement and the accompanying prospectus,
and information that we file later with the SEC will automatically update and
supersede this information. In all cases, you should rely on the later
information over different information included in this prospectus supplement or
the accompanying prospectus. We incorporate by reference the documents listed
below and additional documents that we may file with the SEC in the future.
The documents include periodic reports like annual reports on Form 10-K,
quarterly reports on Form 10-Q and current reports on Form 8-K as well as proxy
statements.
- Annual report on Form 10-K for the fiscal year ended December 31, 1999.
- Current reports on Form 8-K dated January 19, 2000; April 18, 2000; and
May 16, 2000.
- Quarterly report on Form 10-Q for the quarter ended March 31, 2000.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Mellon Financial Corporation
One Mellon Center
Pittsburgh, Pennsylvania 15258
Attention: Investor Relations Department
Telephone (412) 234-5601
S-12
<PAGE> 13
PROSPECTUS
MELLON FUNDING CORPORATION
$1,500,000,000
DEBT SECURITIES
UNCONDITIONALLY GUARANTEED BY MELLON FINANCIAL CORPORATION
By this prospectus, we may offer from time to time up to $1,500,000,000 of
guaranteed debt securities. When we offer debt securities, we will provide you
with a prospectus supplement describing the terms of the specific issue of debt
securities including the offering price of the debt securities. You should read
this prospectus and the accompanying prospectus supplement carefully before you
invest.
We may sell these debt securities to or through underwriters and also to other
purchasers or through agents. The names of any underwriters or agents will be
set forth in an accompanying prospectus supplement.
------------------------
The debt securities are not deposits or other obligations of any bank or savings
association and are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION, THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM NOR ANY OTHER
REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE DEBT SECURITIES OR PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is April 17, 2000.
<PAGE> 14
THE COMPANY
MELLON FINANCIAL CORPORATION
Mellon Financial Corporation, formerly Mellon Bank Corporation, is a global
multibank financial holding company incorporated under the laws of the
Commonwealth of Pennsylvania in August 1971 and registered under the Federal
Bank Holding Company Act of 1956, as amended. Our principal subsidiaries are
Mellon Bank, N.A., The Boston Company, Inc., Buck Consultants, Inc., Newton
Management Limited and a number of companies known as Mellon Financial Services
Corporations.
Our principal executive office is located at One Mellon Center, 500 Grant
Street, Pittsburgh, Pennsylvania 15258 (telephone (412) 234-5000).
MELLON FUNDING CORPORATION
Mellon Funding Corporation, a wholly owned subsidiary of Mellon Financial
Corporation, is incorporated in Pennsylvania. It functions as a financing entity
for the corporation and our subsidiaries and affiliates by issuing commercial
paper and other debt guaranteed by Mellon Financial Corporation.
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the debt securities for
general corporate purposes, including working capital, capital expenditures,
investments in or loans to our subsidiaries, refinancing of debt, including
outstanding commercial paper and other short-term indebtedness, if any,
redemption or repurchase of shares of our outstanding common stock, funding of
possible acquisitions, the satisfaction of other obligations, or for such other
purposes as may be specified in the applicable prospectus supplement.
REGULATORY CONSIDERATIONS
As a financial holding company and a bank holding company, Mellon Financial
Corporation is subject to regulation, supervision and examination of the Board
of Governors of the Federal Reserve System under the Bank Holding Company Act,
as amended by the Gramm Leach Bliley Act. Mellon Financial Corporation's
election to become a financial holding company became effective as of March 13,
2000.
For a discussion of the material elements of the regulatory framework applicable
to financial holding companies, bank holding companies and their subsidiaries
and specific information relevant to us, including regulatory limitations on the
transfer of funds from bank subsidiaries, we refer you to our annual report on
Form 10-K for the fiscal year ended December 31, 1999 and any other subsequent
report filed with the SEC by us, which are incorporated by reference in this
prospectus. This regulatory framework is intended primarily for the protection
of depositors and the federal deposit insurance funds and not for the protection
of security holders.
Our earnings are affected by the legislative and governmental actions of various
regulatory authorities, including the Federal Reserve, the Office of the
Comptroller of the Currency, which is the principal regulator of our bank
subsidiaries, and the Federal Deposit Insurance Corporation, which insures, up
to applicable limits, the deposits of all of our full-service banking
subsidiaries. In addition, there are numerous governmental requirements and
regulations which affect our business activities. A change in applicable
statutes, regulations or regulatory policy may have a material effect on our
business.
Depository institutions such as our bank subsidiaries are also affected by
various federal laws, including those relating to consumer protection and
similar matters. We also have other financial service subsidiaries that are
subject to regulation, supervision and examination by the Federal Reserve, as
well as other applicable state and federal regulatory agencies and
self-regulatory organizations. For example, our brokerage and asset management
subsidiaries are subject to supervision and regulation by the SEC, the NASD, the
NYSE and state securities regulators. Our other nonbank subsidiaries may be
subject to other laws and regulations of the federal government, the various
U.S. states or the foreign countries in which they are authorized to do
business.
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DESCRIPTION OF DEBT SECURITIES AND GUARANTEES
As required by federal law for all bonds and notes of companies that are
publicly offered, the debt securities are governed by documents called
"indentures." Each indenture is a contract between us and the institution, named
in the applicable prospectus supplement, which acts as trustee for the debt
securities. There may be more than one trustee under each indenture for
different series of debt securities. The trustee has two main roles. First, the
trustee can enforce your rights against us if we default. There are limitations
on the extent to which the trustee acts on your behalf, which we describe later
on page 12 under "Remedies If an Event of Default Occurs." Second, the trustee
performs certain administrative duties for us.
This section and your prospectus supplement summarize all the material terms of
each indenture and your debt security. They do not, however, describe every
aspect of each indenture and your debt security. Each indenture and its
associated documents, including your debt security, contain the full text of the
matters described in this section and your prospectus supplement. Each indenture
and the debt securities are governed by Pennsylvania law. A copy of each
indenture has been filed with the SEC. See "Where You Can Find More Information"
on page 15 for information on how to obtain a copy.
DEBT SECURITIES
We may issue either senior debt securities or subordinated debt securities. The
senior and subordinated debt securities are issued under different indentures
and may have different trustees. The forms of subordinated indenture and senior
indenture are exhibits to the registration statement of which this prospectus is
a part. See "Where You Can Find More Information" on page 15 for information on
how to obtain a copy. When we refer to the indenture we mean both the senior
indenture and the subordinated indenture unless we indicate otherwise. When we
refer to the trustee, we mean both the senior trustee and the subordinated
trustee unless we indicate otherwise.
We may issue as many distinct series of debt securities under each indenture as
we wish. We are not limited to an aggregate principal amount of debt securities
under either indenture. This section summarizes terms of the debt securities
that are common to all series. We also include references in parentheses to
certain sections of the indenture.
Most of the material financial and other specific terms of the debt securities
particular to your series will be described in the prospectus supplement
relating to your series. The prospectus supplement relating to your series of
debt securities will describe the following terms of your series:
- the title of your series of debt securities;
- any limit on the aggregate principal amount or initial offering price of your
series of debt securities;
- the date or dates on which your series of debt securities will mature;
- the annual rate or rates (which may be fixed or variable) at which your series
of debt securities will bear interest, if any, and the date or dates from
which the interest, if any, will accrue;
- the dates on which interest, if any, on your series of debt securities will be
payable and the regular record dates for those interest payment dates;
- the place where the principal and interest are payable;
- the person to whom interest is payable if other than the registered holder on
the record date;
- any mandatory or optional sinking funds or analogous provisions or provisions
for redemption at your option;
- the date, if any, after which and the price or prices at which your series of
debt securities may, in accordance with any optional or mandatory redemption
provisions, be redeemed and the other detailed terms and provisions of any
such optional or mandatory redemption provision;
- if other than denominations of $1,000 and any integral multiple thereof, the
denomination in which your series of debt securities will be issuable;
- if other than the principal amount thereof, the portion of the principal
amount of your series of debt securities which will be payable upon the
declaration of acceleration of the maturity of those debt securities;
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- any events of default in addition to those in the indenture;
- any other covenant or warranty in addition to those in the indenture;
- if debt securities are sold for one or more foreign currencies or foreign
currency units, or principal, interest or premium are payable in foreign
currencies or foreign currency units, the restrictions, elections, tax
consequences, and other information regarding the issue and currency or
currency units;
- the currency of payment of principal, premium, if any, and interest on your
series of debt securities if other than in U.S. dollars;
- any index or formula used to determine the amount of payment of principal of,
premium, if any, and interest on your series of debt securities;
- if the principal of and premium, if any, or interest on the series of debt
securities are to be payable, at our or your election, in a coin or currency
other than that in which the debt securities are to be payable, the coin or
currency of payment, the period or periods within which, and the terms and
conditions upon which the election may be made;
- the applicability of the provisions described under "Defeasance" on page 10;
- whether any debt securities will be certificated securities or will be issued
in the form of one or more global securities and the depositary for the global
security or securities;
- whether your series of debt securities are subordinated debt securities or
senior debt securities;
- if your series of debt securities are subordinated debt securities, whether
the subordination provisions summarized below or different subordination
provisions will apply;
- if debt securities are sold bearing no interest or below market interest,
known as original issue discount securities, amounts payable upon acceleration
and special tax, accounting and other considerations;
- the price or prices at which your series of debt securities will be issued;
and
- any other material terms of your series of debt securities.
Those terms may vary from the terms described here. Thus, this summary also is
subject to and qualified by reference to the description of the particular terms
of your series to be described in the prospectus supplement.
GUARANTEES
Mellon Financial Corporation will unconditionally guarantee the punctual payment
of the principal, any premium, any interest and any sinking fund payments on the
debt securities when they become due from maturity, acceleration, redemption or
otherwise. The guarantees of the senior debt securities rank equally with all
other general credit obligations of Mellon Financial Corporation. The guarantees
of the subordinated debt securities are subordinate to all senior debt of Mellon
Financial Corporation.
Because Mellon Financial Corporation is a holding company, the rights of our
creditors, including you if you hold debt securities and the guarantees are
enforced, to share in distributions from any subsidiary, will be subject to
prior claims of that subsidiary's creditors, including depositors if the
subsidiary is a bank. Regulatory considerations also impact the transfer of
funds from bank subsidiaries as we discuss in "Regulatory Considerations."
LEGAL OWNERSHIP OF DEBT SECURITIES
We refer to those who have debt securities registered in their own names, on the
books that we or the trustee maintain for this purpose, as the "holders" of
those debt securities. These persons are the legal holders of the debt
securities. We refer to those who, indirectly through others, own beneficial
interests in debt securities that are not registered in their own names as
indirect holders of those debt securities. As we discuss below, indirect holders
are not legal holders, and investors in debt securities issued in book-entry
form or in street name will be indirect holders.
BOOK-ENTRY HOLDERS
We will issue debt securities in book-entry form only, unless we specify
otherwise in the applicable prospectus supplement. This means debt securities
will be represented by one or more global securities registered in the name of a
financial institution that holds them as depositary on behalf of other financial
institutions that participate in the depositary's book-entry system. These
participating insti-
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tutions, in turn, hold beneficial interests in the debt securities on behalf of
themselves or their customers.
Under each indenture, only the person in whose name a debt security is
registered is recognized as the holder of that debt security. Consequently, for
debt securities issued in global form, we will recognize only the depositary as
the holder of the debt securities, and we will make all payments on the debt
securities to the depositary. The depositary passes along the payments it
receives to its participants, which in turn pass the payments along to their
customers who are the beneficial owners. The depositary and its participants do
so under agreements they have made with one another or with their customers;
they are not obligated to do so under the terms of the debt securities.
As a result, investors will not own debt securities directly. Instead, they will
own beneficial interests in a global security, through a bank, broker or other
financial institution that participates in the depositary's book-entry system or
holds an interest through a participant. As long as the debt securities are
issued in global form, investors will be indirect holders, and not holders, of
the debt securities.
STREET NAME HOLDERS
In the future, we may terminate a global security or issue debt securities
initially in non-global form. In these cases, investors may choose to hold their
debt securities in their own names or in "street name". Debt securities held by
an investor in street name would be registered in the name of a bank, broker or
other financial institution that the investor chooses, and the investor would
hold only a beneficial interest in those debt securities through an account he
or she maintains at that institution.
For debt securities held in street name, we will recognize only the intermediary
banks, brokers and other financial institutions in whose names the debt
securities are registered as the holders of those debt securities and we will
make all payments on those debt securities to them. These institutions pass
along the payments they receive to their customers who are the beneficial
owners, but only because they agree to do so in their customer agreements or
because they are legally required to do so. Investors who hold debt securities
in street name will be indirect holders, not holders, of those debt securities.
LEGAL HOLDERS
Our obligations, as well as the obligations of the trustee and those of any
third parties employed by us or the trustee, run only to the legal holders of
the debt securities. We do not have obligations to investors who hold beneficial
interests in global securities, in street name or by any other indirect means.
This will be the case whether an investor chooses to be an indirect holder of a
debt security or has no choice because we are issuing the debt securities only
in global form.
For example, once we make a payment or give a notice to the holder, we have no
further responsibility for the payment or notice even if that holder is
required, under agreements with depositary participants or customers or by law,
to pass it along to the indirect holders but does not do so. Similarly, if we
want to obtain the approval of the holders for any purpose-e.g., to amend the
applicable indenture or to relieve us of the consequences of a default or of our
obligation to comply with a particular provision of the applicable indenture-we
would seek the approval only from the holders, and not the indirect holders, of
the debt securities. Whether and how the holders contact the indirect holders is
up to the holders.
When we refer to you, we mean those who invest in the debt securities being
offered by this prospectus, whether they are the holders or only indirect
holders of those debt securities. When we refer to your debt securities, we mean
the debt securities in which you hold a direct or indirect interest.
SPECIAL CONSIDERATIONS FOR INDIRECT HOLDERS
If you hold debt securities through a bank, broker or other financial
institution, either in book-entry form or in street name, you should check with
your own institution to find out:
- how it handles securities payments and notices;
- whether it imposes fees or charges;
- how it would handle a request for the holders' consent, if ever required;
- whether and how you can instruct it to send you debt securities registered in
your own name so you can be a holder, if that is permitted in the future;
- how it would exercise rights under the debt securities if there were a default
or other event
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triggering the need for holders to act to protect their interests; and
- if the debt securities are in book-entry form, how the depositary's rules and
procedures will affect these matters.
WHAT IS A GLOBAL SECURITY?
We will issue each debt security in book-entry form only, unless we specify
otherwise in the applicable prospectus supplement. A global security represents
one or any other number of individual debt securities. Generally, all debt
securities represented by the same global securities will have the same terms.
We may, however, issue a global security that represents multiple debt
securities that have different terms and are issued at different times. We call
this kind of global security a master global security.
Each debt security issued in book-entry form will be represented by a global
security that we deposit with and register in the name of a financial
institution or its nominee that we select. The financial institution that we
select for this purpose is called the depositary. Unless we specify otherwise in
the applicable prospectus supplement, The Depositary Trust Company, New York,
New York, known as DTC, will be the depositary for all debt securities issued in
book-entry form.
A global security may not be transferred to or registered in the name of anyone
other than the depositary or its nominee, unless special termination situations
arise. We describe those situations below under "Special Situations When a
Global Security Will Be Terminated". As a result of these arrangements, the
depositary, or its nominee, will be the sole registered owner and holder of all
debt securities represented by a global security, and investors will be
permitted to own only beneficial interests in a global security. Beneficial
interests must be held by means of an account with a broker, bank or other
financial institution that in turn has an account with the depositary or with
another institution that does. Thus, an investor whose security is represented
by a global security will not be a holder of the debt security, but only an
indirect holder of a beneficial interest in the global security.
If the prospectus supplement for a particular debt security indicates that the
debt security will be issued in global form only, then the debt security will be
represented by a global security at all times unless and until the global
security is terminated. We describe the situations in which this can occur below
under "Special Situations When a Global Security Will Be Terminated". The global
security may be a master global security, although your prospectus supplement
will not indicate whether it is a master global security. If termination occurs,
we may issue the debt securities through another book-entry clearing system or
decide that the debt securities may no longer be held through any book-entry
clearing system.
SPECIAL CONSIDERATIONS FOR GLOBAL SECURITIES
As an indirect holder, an investor's rights relating to a global security will
be governed by the account rules of the investor's financial institution and of
the depositary, as well as general laws relating to securities transfers. We do
not recognize this type of investor as a holder of debt securities and instead
deal only with the depositary that holds the global security.
If debt securities are issued only in the form of a global security, an investor
should be aware of the following:
- an investor cannot cause the debt securities to be registered in his or her
name, and cannot obtain non-global certificates for his or her interest in the
debt securities, except in the special situations we describe below;
- an investor will be an indirect holder and must look to his or her own bank or
broker for payments on the debt securities and protection of his or her legal
rights relating to the debt securities, as we describe under "Legal Ownership
of Debt Securities" above;
- an investor may not be able to sell interests in the debt securities to some
insurance companies and to other institutions that are required by law to own
their securities in non-book-entry form;
- an investor may not be able to pledge his or her interest in a global security
in circumstances where certificates representing the debt securities must be
delivered to the lender or other beneficiary of the pledge in order for the
pledge to be effective;
- the depositary's policies, which may change from time to time, will govern
payments, transfers, exchanges and other matters relating to an investor's
interest in a global security. We and
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the trustee have no responsibility for any aspect of the depositary's actions
or for its records of ownership interests in a global security. We and the
trustee also do not supervise the depositary in any way;
- the depositary may (and we understand that DTC will) require that those who
purchase and sell interests in a global security within its book-entry system
use immediately available funds and your broker or bank may require you to do
so as well; and
- financial institutions that participate in the depositary's book-entry system,
and through which an investor holds its interest in a global security, may
also have their own policies affecting payments, notices and other matters
relating to the debt securities. There may be more than one financial
intermediary in the chain of ownership for an investor. We do not monitor and
are not responsible for the actions of any of those intermediaries.
SPECIAL SITUATIONS WHEN A GLOBAL SECURITY WILL BE TERMINATED
In a few special situations described below, a global security will be
terminated and interests in it will be exchanged for certificates in non-global
form representing the debt securities it represented. After that exchange, the
choice of whether to hold the debt securities directly or in street name will be
up to the investor. Investors must consult their own banks or brokers to find
out how to have their interests in a global security transferred on termination
to their own names, so that they will be holders. We have described the rights
of holders and street name investors above under "Legal Ownership of Debt
Securities".
The special situations for termination of a global security are as follows:
- if the depositary notifies us that it is unwilling, unable or no longer
qualified to continue as depositary for that global security and we do not
appoint another institution to act as depositary within 60 days;
- if we notify the trustee that we wish to terminate that global security; or
- if an event of default has occurred with regard to debt securities represented
by that global security and has not been cured or waived; we discuss defaults
later under "Events of Default" on page 11.
If a global security is terminated, only the depositary, and not we or the
trustee, is responsible for deciding the names of the institutions in whose
names the debt securities represented by the global security will be registered
and, therefore, who will be the holders of those debt securities.
OVERVIEW OF REMAINDER OF THIS DESCRIPTION
The remainder of this description summarizes:
- ADDITIONAL MECHANICS relevant to the debt securities under normal
circumstances, such as how you transfer ownership and where we make payments;
- your rights under several SPECIAL SITUATIONS, such as if we merge with another
company or if we want to change a term of the debt securities;
- promises, or RESTRICTIVE COVENANTS, we make to you about how we will run our
business or business actions we promise not to take; and
- your rights if we DEFAULT or experience other financial difficulties.
ADDITIONAL MECHANICS
FORM, EXCHANGE AND TRANSFER
Unless otherwise indicated in the prospectus supplement, the debt securities
will be issued:
- only in fully registered form;
- without interest coupons; and
- in denominations of $1,000 and any integral multiple of $1,000. (Section 302)
You may have your debt securities broken into more debt securities of permitted
smaller denominations or combined into fewer debt securities of larger
denominations, as long as the total principal amount is not changed. (Section
305) This is called an "exchange."
The entity performing the role of maintaining the list of registered direct
holders is called the "security registrar." It will also perform exchanges and
transfers. You may exchange or transfer debt securities at the office of the
security registrar. (Section 305)
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You will not be required to pay a service charge to transfer or exchange debt
securities, but you may be required to pay for any tax or other governmental
charge associated with the exchange or transfer. The transfer or exchange will
only be made if the security registrar is satisfied with your proof of
ownership. (Section 305)
When we designate a securities registrar, it will be named in the prospectus
supplement according to the terms of the indenture. We have agreed to appoint an
office or agency in New York City for you to transfer or exchange debt
securities having New York as the place of payment. (Section 1102)
PAYMENT AND PAYING AGENTS
We will pay interest, principal and any other money due on the debt securities
at payment offices that we designate. These offices are called paying agents.
You must make arrangements to have your payments picked up at that office. We
may also choose to pay interest by mailing checks to the address specified in
the security register. (Section 1102)
We will pay interest to you if you are a direct holder at the close of business
on a particular day in advance of each due date for interest, even if you no
longer own the debt security on the interest due date. That particular day,
usually about two weeks in advance of the interest due date, is called the
"regular record date" and will be stated in the prospectus supplement. (Section
307) Holders buying and selling debt securities must work out between them how
to compensate for the fact that we will pay all the interest for an interest
period to the one who is the registered holder on the regular record date. The
most common manner is to adjust the sales price of the debt securities to pro
rate interest fairly between buyer and seller. This pro rated interest amount is
called "accrued interest."
Regardless of who acts as paying agent, all money paid by us to a paying agent
that remains unclaimed at the end of three years after the amount is due to
direct holders will be repaid to us. After that three-year period, you may look
only to us for payment and not to the trustee, any other paying agent or anyone
else. (Section 1103)
"STREET NAME" AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS
FOR INFORMATION ON HOW THEY WILL RECEIVE PAYMENTS.
NOTICES
Notices to be given to holders of a global debt security will be given only to
the depositary. Notices to be given to holders of debt securities not in global
form will be sent by mail to the respective addresses of the holders as they
appear in the trustee's records, and will be deemed given when mailed. Neither
the failure to give any notice to a particular holder, nor any defect in a
notice given to a particular holder will affect the sufficiency of any notice
given to another holder.
BOOK-ENTRY AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS FOR
INFORMATION ON HOW THEY WILL RECEIVE NOTICES.
SPECIAL SITUATIONS
MERGERS AND SIMILAR EVENTS
Mellon Financial Corporation and Mellon Funding Corporation are each generally
permitted to consolidate or merge with another entity. Each is also permitted to
sell or lease substantially all of its assets to another company, or to buy or
lease substantially all of the assets of another entity. However, neither may
take any of these actions unless the following conditions, among others, are
met:
- Where either entity merges out of existence or sells or leases substantially
all its assets, the other party to the transaction must agree to be legally
responsible for the obligations on the applicable debt securities.
- The merger, sale of assets or other transaction must not cause an event of
default under the senior indenture in the case of the senior debt securities
or an event of default or a default under the subordinated indenture in the
case of the subordinated debt securities, and none must have already occurred,
unless the merger or other transaction would cure the event of default or
default. An event of default under the senior indenture is described on page
11. A default or event of default under the subordinated indenture is
described on page 11. (Sections 901 and 903)
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MODIFICATION AND WAIVER
There are three types of changes we can make to the indentures and the debt
securities.
Changes Requiring Your Approval. First, there are changes that cannot be made to
your debt securities without your specific approval. Following is a list of
those types of changes:
- change the payment due date of the principal or interest;
- reduce any amounts due;
- reduce the principal amount, the amount payable upon acceleration of the
maturity after default, the interest rate or the redemption price;
- change the place or currency of payment;
- impair your right to sue for payment;
- if your debt securities are subordinated debt securities, modify the
subordination provisions in a manner that is adverse to you;
- reduce the percentage of direct holders whose consent is needed to modify or
amend the indenture;
- reduce the percentage of direct holders whose consent is needed to waive
compliance with certain provisions of the indenture or to waive defaults;
- modify any other aspect of the provisions dealing with modification and waiver
of the indenture; and
- modify the terms of the guarantees in a way that is adverse to you. (Section
1002)
Changes Requiring a Vote. The second type of change to the indentures and the
debt securities is the kind that requires a vote in favor by direct holders of
debt securities of the particular series affected. A vote by direct holders
owning 66 2/3% of the principal amount of the particular series would be
required for us to obtain a waiver of all or part of the restrictive covenants
described later on this page under "Restrictive Covenants". (Section 1108) A
vote by direct holders of a majority of the principal amount of the particular
series may waive a past default. However, we cannot obtain a waiver of a payment
default or any other aspect of the indenture or the debt securities listed above
under "Changes Requiring Your Approval" unless we obtain your individual consent
to the waiver. (Section 613)
Changes Not Requiring Approval. The third type of change does not require any
approval by direct holders. This type is limited to clarifications and certain
other changes that would not adversely affect holders. Nor do we need any
approval to make any change that affects only debt securities to be issued under
each indenture after the changes take effect. (Section 1001)
We may also make changes or obtain waivers that do not adversely affect a
particular debt security, even if they affect other debt securities. In those
cases, we do not need to obtain the approval of the holder of that debt
security; we need only obtain any required approvals from the holders of the
affected debt securities or other debt securities. (Section 1002)
RESTRICTIVE COVENANTS
THE SENIOR INDENTURE LIMITS HOW WE MAY DISPOSE OF VOTING STOCK OF MELLON
FUNDING CORPORATION OR MELLON BANK, N.A.
Under the senior indenture, Mellon Financial Corporation cannot assign, sell,
grant a security interest in or otherwise dispose of any shares or rights to
obtain shares with general voting power, other than directors' qualifying
shares, of Mellon Bank, N.A. or Mellon Funding Corporation. Also, we may not
permit Mellon Bank, N.A. or Mellon Funding Corporation to issue any shares or
rights to obtain shares with general voting power of Mellon Bank, N.A. or Mellon
Funding Corporation. However, in the case of Mellon Bank, N.A., any of such
transactions are permitted:
- that are for fair market value on the date of action; and
- where, after the transaction, Mellon Financial Corporation owns at least 80%
of the shares of issued and outstanding voting stock of Mellon Bank, N.A.
We cannot allow Mellon Bank, N.A. or Mellon Funding Corporation to merge or
consolidate with another company or sell, grant a security interest in or lease
substantially all of its assets unless, in the case of Mellon Bank, N.A.:
- the transaction is for fair market value, unless to or with a company in which
Mellon Financial
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Corporation owns at least 80% of the shares of issued and outstanding voting
stock; and
- after the transaction, Mellon Financial Corporation owns at least 80% of the
shares of issued and outstanding voting stock of Mellon Bank, N.A. (Section
1107)
All of the above restrictions are subject to the merger provisions described
above under "Mergers and Similar Events."
THE SUBORDINATED INDENTURE LIMITS HOW WE MAY DISPOSE OF VOTING STOCK OF MELLON
FUNDING CORPORATION
Under the subordinated indenture, Mellon Financial Corporation cannot, subject
to the merger provisions, sell, assign, grant a security interest in or
otherwise dispose of any shares or rights to obtain shares with general voting
power of Mellon Funding Corporation. Mellon Financial Corporation cannot permit,
subject to the merger provisions, Mellon Funding Corporation to:
- issue shares or securities convertible into shares with general voting power,
except to us;
- merge or consolidate with a person other than us;
- sell, assign, grant a security interest in or otherwise dispose of or lease
substantially all of its assets. (Section 1107)
Unless the prospectus supplement provides otherwise, the indentures contain no
covenants specifically designed to protect you in the event of a highly
leveraged transaction involving Mellon Financial Corporation, Mellon Funding
Corporation or Mellon Bank, N.A.
DEFEASANCE
The following discussion of "full defeasance" and "covenant defeasance" will be
applicable to your series of debt securities only if we choose to have them
apply to that series. If we do so choose, we will state that in the prospectus
supplement.
Full Defeasance. If there is a change in federal tax law, as described below, we
can legally release ourselves from all payment and other obligations on the debt
securities, called "full defeasance," if the following things happen:
- We must irrevocably deposit in trust for the benefit of all holders of the
debt securities a combination of money, U.S. government or U.S. government
agency notes or bonds or other arrangements specified in the applicable
prospectus supplement that will generate enough cash to make interest,
principal and any other payments on the debt securities on their various due
dates.
- There must be a change in current federal tax law or an IRS ruling that lets
us make the above deposit without causing you to be taxed on your debt
security any differently than if we did not make the deposit and just repaid
the debt security ourselves. Under current federal tax law, the deposit and
our legal release from the debt security would be treated as though we took
back your debt security and gave you your share of the cash and government
bonds deposited in trust. In that event, you could recognize gain or loss on
your debt security.
- We must deliver to the trustee a legal opinion of our counsel confirming the
tax law change described above and confirming that any securities of this
series which are then listed on the New York Stock Exchange will not be
delisted as a result of such deposit.
If we ever fully defease your debt security, you will have to rely solely on the
trust deposit for payments on your debt security. You could not look to us for
repayment in the unlikely event of any shortfall. Conversely, the trust deposit
would most likely be protected from claims of our lenders and other creditors if
we ever became bankrupt or insolvent. In the case of subordinated debt
securities, you would also be released from the subordination provisions on the
subordinated debt securities described later under "Subordination of the
Subordinated Debt Securities" on page 12.
Covenant Defeasance. Under current federal tax law, we can make the same type of
deposit described above and be released from some of the restrictive covenants
relating to your debt security. This is called "covenant defeasance." In that
event, you would lose the protection of those restrictive covenants but would
gain the protection of having money and securities set aside in trust to repay
your debt security. In the case of subordinated debt securities, you would be
released from the subordination provisions on your subordinated debt security
described later on page 12. To achieve covenant defeasance, we must do the
following:
- Deposit in trust for the benefit of the holders of the debt securities a
combination of money and
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U.S. government or U.S. government agency notes or bonds or other arrangements
specified in the applicable prospectus supplement that will generate enough
cash to make interest, principal and any other payments on the debt securities
on their various due dates.
- Deliver to the trustee a legal opinion of our counsel confirming that under
current federal income tax law we may make the above deposit without causing
you to be taxed on your debt security any differently than if we did not make
the deposit and just repaid the debt security ourselves.
DEFAULT AND RELATED MATTERS
RANKING
The debt securities are not secured by any of our property or assets.
Accordingly, your ownership of debt securities means you are one of our
unsecured creditors. The senior debt securities are not subordinated to any of
our other debt obligations, and therefore they rank equally with all other
unsecured and unsubordinated indebtedness of Mellon Funding Corporation. The
guarantees of the senior debt securities rank equally with all other unsecured
and unsubordinated indebtedness of Mellon Financial Corporation. The
subordinated debt securities and guarantees are subordinated to some of our
existing and future debt and other liabilities. See "Subordination of
Subordinated Debt Securities" on page 12 for additional information on how
subordination limits your ability to receive payment or pursue other rights if
we default or have certain other financial difficulties.
EVENTS OF DEFAULT
You will have special rights if an "event of default" occurs and is not cured,
as described later in this subsection. The events of default for the senior debt
securities are different than those for the subordinated debt securities.
The Senior Indenture. Under the senior indenture, the term "event of default"
for senior securities means any of the following:
- we do not pay the principal or any premium on a senior debt security of that
series on its due date;
- we do not pay interest on a senior debt security of that series within 30 days
of its due date;
- we do not deposit any sinking fund payment for a senior debt security of that
series on its due date;
- we remain in breach of the restrictive covenant described previously under
"The Senior Indenture Limits How We May Dispose of Voting Stock of Mellon
Funding Corporation or Mellon Bank, N.A." or any other covenant made in the
senior indenture for 60 days after we receive a notice stating we are in
breach. The notice must be sent by either the trustee or direct holders of at
least 25% of the principal amount of outstanding debt securities of the
affected series;
- Mellon Financial Corporation, Mellon Funding Corporation or Mellon Bank, N.A.
files for bankruptcy or other events in bankruptcy, insolvency or
reorganization occur; and
- any other event of default described in the prospectus supplement occurs.
(Section 601)
The Subordinated Indenture. Under the subordinated indenture, the term "event of
default" is defined as being only those events involving the bankruptcy,
insolvency or reorganization of Mellon Financial Corporation or Mellon Bank,
N.A. (Section 601) The subordinated indenture does not define an "event of
default" as including, or provide for rights of acceleration of the subordinated
securities when:
- an event of bankruptcy, insolvency or reorganization is of Mellon Funding
Corporation alone; or
- a default in payment of principal or interest or failure to perform covenants
or agreements in the subordinated debt securities or subordinated indenture
occurs.
Under the subordinated indenture, the term "default" means any of the following:
- we do not pay the principal or any premium on a subordinated debt security on
its due date;
- we do not pay interest on a subordinated debt security within 30 days of its
due date;
- we remain in breach of any covenant or warranty in the subordinated indenture
for 60 days after we receive a notice stating we are in breach. The notice
must be sent by either the trustee or direct holders of at least 25% of the
principal amount of outstanding debt securities of the affected series;
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If a default occurs, the trustee can demand payment of amounts then due and
payable on the subordinated debt securities and, in its discretion, proceed to
enforce any covenant. Upon a default, the trustee may not act to accelerate the
subordinated securities.
Remedies If an Event of Default Occurs. If an event of default has occurred with
respect to debt securities of any series and has not been cured, the trustee or
the direct holders of 25% in principal amount of the outstanding debt securities
of the affected series may declare the entire principal amount of all the debt
securities of that series to be due and immediately payable. The notice must be
in writing to Mellon Funding Corporation and Mellon Financial Corporation. This
is called a "declaration of acceleration of maturity." A declaration of
acceleration of maturity may be canceled by the direct holders of at least a
majority in principal amount of the debt securities of the affected series if
Mellon Funding Corporation or Mellon Financial Corporation has deposited monies
on account of certain overdue amounts with the trustee. (Section 602)
Except in cases of default, where a trustee has to act with a required standard
of care, a trustee is not required to take any action under the indenture at the
request of any direct holders unless the direct holders offer the trustee
reasonable protection from expenses and liability, called an "indemnity".
(Section 703) If reasonable indemnity is provided, the direct holders of a
majority in principal amount of the outstanding debt securities of the relevant
series may direct the time, method and place of conducting any proceeding for
any remedy available to the trustee. These majority direct holders may also
direct the trustee in performing any other action under the indenture. (Section
612)
In general, before you bypass the trustee and bring your own lawsuit or other
formal legal action or take other steps to enforce your rights or protect your
interests relating to the debt securities, the following must occur:
- you must give the trustee written notice that an event of default, or in the
case of subordinated securities, a default, has occurred and remains uncured;
- the direct holders of 25% in principal amount of all outstanding debt
securities of the relevant series must make a written request that the trustee
take action because of the default, and must offer reasonable indemnity to the
trustee against the cost and other liabilities of taking that action;
- the trustee must not have taken action for 60 days after receipt of the above
notice and offer of indemnity; and
- the trustee must not have received from direct holders of a majority in
principal amount of the outstanding debt securities of that series a direction
inconsistent with the written notice during the 60-day period after receipt of
the above notice. (Section 607)
However, you are entitled at any time to bring a lawsuit for the payment of
money due on your debt security on or after its due date. (Section 608) "STREET
NAME" AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS FOR
INFORMATION ON HOW TO GIVE NOTICE OR DIRECTION TO OR MAKE A REQUEST OF THE
TRUSTEE AND TO MAKE OR CANCEL A DECLARATION OF ACCELERATION.
Mellon Funding Corporation and Mellon Financial Corporation will furnish to the
trustee every year a written statement of certain of our officers certifying
that to their knowledge we are in compliance with the indenture and the debt
securities, or else specifying any default. (Sections 1105 and 1106)
SUBORDINATION OF THE SUBORDINATED DEBT SECURITIES
The subordinated debt securities are subordinated securities and, as a result,
the payment of principal of, and any premium and interest on, the debt
securities is subordinated in right of payment to the prior payment in full of
all of the senior debt of Mellon Funding Corporation. The guarantees of the
subordinated debt securities are subordinated in right of payment to the prior
payment in full of all of Mellon Financial Corporation's senior debt. This means
that, in certain circumstances where we may not be making payments on all of our
debt obligations as they come due, the holders of all of our senior debt will be
entitled to receive payment in full of all amounts that are due or will become
due on their debt securities before the holders of subordinated debt securities
and the guarantees will be entitled to receive any amounts on the subordinated
debt and the guarantees. These circumstances
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include when we make a payment or distribute assets to creditors upon any
liquidation, dissolution, winding up or reorganization of Mellon Financial
Corporation or Mellon Funding Corporation.
In addition, we are not permitted to make payments of principal of, or any
premium or interest on, the subordinated debt securities if we default in our
obligation to make payments on senior debt and do not cure such default.
(Sections 1401 and 1402)
These subordination provisions mean that if we are insolvent a direct holder of
our senior debt may ultimately receive out of our assets more than a direct
holder of the same amount of our subordinated debt securities and a creditor of
ours that is owed a specific amount may ultimately receive more than a direct
holder of the same amount of subordinated debt securities.
"Senior debt" means the principal of, and any premium and interest on, all of
our indebtedness, including indebtedness of others that we guarantee, whether
such indebtedness exists now or is created, incurred or assumed by us after the
date of this prospectus, that is for money we borrow or is evidenced by a note
or similar instrument that we have given when we acquire any business, property
or assets or that we owe as a lessee under leases that generally accepted
accounting principles require us to capitalize on our balance sheet or leases
made as part of any sale and leaseback transaction we engage in. Senior debt
includes any senior debt securities. Senior debt also includes any amendment,
renewal, replacement, extension, modification and refunding of any indebtedness
that itself was senior debt. Senior debt does not include any indebtedness that
expressly states in the instrument creating or evidencing it that it does not
rank senior in right of payment to the subordinated debt securities. Senior debt
does not include the subordinated debt securities.
At December 31, 1999, we owed a total of $1,198 million in principal amount of
senior debt, without counting any accrued interest on that senior debt. The
indenture does not limit the amount of senior debt we are permitted to have, and
we may in the future incur additional senior debt.
REGARDING THE TRUSTEES
The trustee under the relevant indenture will be named in the prospectus
supplement. Any trustee of debt securities may resign or be removed, and a new
trustee may be appointed to replace the previous trustee.
In the ordinary course of business, we and our subsidiaries may conduct
transactions with the trustees, and the trustees and their affiliates may
conduct transactions with us and our subsidiaries.
TAX CONSIDERATIONS
Mellon Funding Corporation 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.
PLAN OF DISTRIBUTION
We may sell debt securities to or through underwriters, and also may sell debt
securities directly to other purchasers or through agents. Unless otherwise set
forth in the prospectus supplement, the obligation of any underwriters to
purchase the debt securities will be subject to conditions precedent and these
underwriters will be obligated to purchase all the debt securities if any are
purchased.
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 these prevailing
market prices or at negotiated prices.
The applicable prospectus supplement will describe the method of distribution of
the debt securities.
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In connection with the sale of debt securities, underwriters may receive
compensation from us or from purchasers of debt securities for whom they may act
as agents, in the form of discounts, concessions or commissions. Underwriters,
dealers and agents that participate in the distribution of debt securities may
be deemed to be underwriters, and any discounts or commissions received by them
and any profit on the resale of debt securities by them may be deemed to be
underwriting discounts and commissions, under the Securities Act of 1933. Any
underwriter, dealer or agent that will participate in the distribution of the
debt securities will be identified, and any compensation it will receive will be
described, in the prospectus supplement.
Under agreements which may be entered into by us, underwriters, dealers and
agents who participate in the distribution of debt securities may be entitled to
indemnification by us against some liabilities, including liabilities under the
Securities Act, or to contribution with respect to payments which the
underwriters, dealers or agents may be required to make relating to these
liabilities. Any agreement in which we agree to indemnify underwriters, dealers
and agents against civil liabilities will be described in the relevant
prospectus supplement.
If so indicated in the prospectus supplement, we will authorize dealers or other
persons acting as our agent to solicit offers by some institutions to purchase
debt securities from us pursuant to contracts providing for payment and delivery
on a future date. Institutions with which these contracts may be made include
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and others.
Mellon Financial Markets, LLC, a wholly owned subsidiary of Mellon Financial
Corporation and an affiliate of Mellon Funding Corporation, may participate as
an agent or an underwriter in offerings of securities. Mellon Financial Markets
is a member of the National Association of Securities Dealers, Inc. Because of
the relationship among Mellon Financial Markets, Mellon Funding Corporation and
Mellon Financial Corporation, offerings of debt securities in which Mellon
Financial Markets participates will be conducted in accordance with NASD Rule
2720.
Mellon Financial Markets may engage in offers and sales relating to
market-making transactions in the debt securities effected from time to time
after the commencement of the offering to which this prospectus relates. Mellon
Financial Markets may act as agent in such transactions including as an agent
for the counterparty when acting as a principal or as agent for both
counterparties. Mellon Financial Markets may receive compensation in the form of
discounts and commissions, including from both counterparties when it acts as
agent for both. Sales will be made at prices related to the prevailing market
prices at the time of sale or at negotiated prices.
Certain of the underwriters, dealers or agents may be customers of, including
borrowers from, engage in transactions with, and perform services for, us or one
or more of our affiliates in the ordinary course of business.
VALIDITY OF THE DEBT SECURITIES AND GUARANTEES
Unless a prospectus supplement tells you otherwise, the validity of any debt
securities and the related guarantees will be passed upon for us by Carl Krasik,
Associate General Counsel and Secretary of Mellon Financial Corporation, One
Mellon Center, Pittsburgh, Pennsylvania 15258. Information in Tax Considerations
has been passed upon for us by Michael K. Hughey, Senior Vice President and
Controller of Mellon Financial Corporation and Senior Vice President, Director
of Taxes and Controller of Mellon Bank, N.A. Mr. Krasik and Mr. Hughey are also
shareholders of Mellon Financial Corporation and hold options to purchase
additional shares of Mellon Financial Corporation's common stock. Unless a
prospectus supplement tells you otherwise, Sullivan & Cromwell, 125 Broad
Street, New York, New York 10004, will, for the underwriters, pass upon the
validity of the debt securities and related guarantees distributed in an
underwritten offering. Sullivan & Cromwell will rely on the opinion of Mr.
Krasik for all matters of Pennsylvania law. Sullivan & Cromwell from time to
time performs legal services for us.
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WHERE YOU CAN FIND MORE INFORMATION
As required by the Securities Act of 1933, we filed a registration statement
(Nos. 333-33248 and 333-33248-01) relating to the securities offered by this
prospectus with the Securities and Exchange Commission. This prospectus is a
part of that registration statement, which includes additional information.
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference room, 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549 and at the SEC's public reference rooms in its
offices in New York, New York and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Because
our common stock is listed on the NYSE, you may inspect reports, proxy
statements and other information about us at the offices of the NYSE, 20 Broad
Street, New York, New York 10005.
The SEC allows us to "incorporate by reference" information we file with it,
which means that we can disclose important information to you by referring you
to other documents. The information incorporated by reference is an important
part of this prospectus, and information that we file later with the SEC will
automatically update and supersede information included in this prospectus. In
all cases, you should rely on the later information over different information
included in this prospectus or the prospectus supplement. We incorporate by
reference the documents listed below and additional documents that we may file
with the SEC after the date of this prospectus and before completion of this
offering. The documents include periodic reports like annual reports on Form
10-K, quarterly reports on Form 10-Q and current reports on Form 8-K as well as
proxy statements.
- Annual report on Form 10-K for the fiscal year ended December 31, 1999.
- Current report on Form 8-K dated January 19, 2000.
You may request a copy of these filings at no cost, by writing or telephoning us
at the following address:
Mellon Financial Corporation
One Mellon Center
Pittsburgh, Pennsylvania 15258
Attention: Investor Relations Department
Telephone (412) 234-5601
You should rely only on the information incorporated by reference or provided in
this prospectus or any prospectus supplement. We have not authorized anyone else
to provide you with different information. We are not making an offer of these
debt securities in states where the offer is not permitted. You should not
assume that the information appearing in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
EXPERTS
Our consolidated financial statements as of December 31, 1999 and 1998 and for
each of the years in the three-year period ended December 31, 1999, included in
our 1999 annual report on Form 10-K and incorporated by reference in this
prospectus have been so incorporated in reliance on the report of KPMG LLP,
independent public accountants, included in our 1999 annual report on Form 10-K,
and incorporated by reference in this prospectus, and upon the authority of that
firm as experts in accounting and auditing.
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