-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RJg/gWdesAux0095rzUfehC7bx9JKDN8PbcoPc2lw65f9ZPLWkj22dDSY4kxSuZO hSjUvO3FDv6QrqsPbsrsIw== 0000898822-97-000061.txt : 19970127 0000898822-97-000061.hdr.sgml : 19970127 ACCESSION NUMBER: 0000898822-97-000061 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970124 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MELLON BANK CORP CENTRAL INDEX KEY: 0000064782 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 251233834 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10752 FILM NUMBER: 97510760 BUSINESS ADDRESS: STREET 1: ONE MELLON BANK CENTER STREET 2: 500 GRANT ST CITY: PITTSBURGH STATE: PA ZIP: 15258-0001 BUSINESS PHONE: 4122345000 FORMER COMPANY: FORMER CONFORMED NAME: MELLON NATIONAL CORP DATE OF NAME CHANGE: 19841014 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WARBURG PINCUS CAPITAL CO LP CENTRAL INDEX KEY: 0000898600 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061183391 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE STREET 2: C/O LINDA DOHERTY CORPORATE ASSISTANT CITY: NEW YORK STATE: NY ZIP: 10017-3147 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: C/O LINDA DOHERTY CORPORATE ASSISTANT STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017-3147 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934* AMENDMENT NO. 2 MELLON BANK CORPORATION ______________________________________________________________________________ (Name of Issuer) COMMON STOCK, PAR VALUE $0.50 PER SHARE ______________________________________________________________________________ (Title of Class of Securities) 585509 10 2 ______________________________________________________________________________ (CUSIP Number) ERIC S. ROBINSON, ESQ. WACHTELL, LIPTON, ROSEN & KATZ 51 WEST 52ND STREET NEW YORK, NEW YORK 10019 (212) 403-1220 ______________________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JANUARY 22, 1997 ______________________________________________________________________________ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [X]. (A fee is not required only if the reporting person: (1) has a previous state- ment on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subse- quent thereto reporting beneficial ownership of less than five percent of such class. See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page should be filled out for a reporting per- son's initial filing on this form with respect to the subject class of securi- ties, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 585509 10 2 SCHEDULE 13D 1. NAME OF REPORTING PERSON SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Warburg, Pincus Capital Company, L.P. 06-1183391 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 3. SEC USE ONLY 4. SOURCE OF FUNDS Other 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER EACH 11,015,266 REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH 0 10. SHARED DISPOSITIVE POWER 11,015,266 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,015,266 Shares of Common Stock. 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5%. 14. TYPE OF REPORTING PERSON PN CUSIP NO. 585509 10 2 SCHEDULE 13D 1. NAME OF REPORTING PERSON SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON E.M. Warburg, Pincus & Co., LLC 13-3536050 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York limited liability company NUMBER OF 7. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER EACH 11,015,266 REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH 0 10. SHARED DISPOSITIVE POWER 11,015,266 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,015,266 Shares of Common Stock. 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5%. 14. TYPE OF REPORTING PERSON 00 CUSIP NO. 585509 10 2 SCHEDULE 13D 1. NAME OF REPORTING PERSON SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Warburg, Pincus & Co. 13-6358475 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER EACH 11,094,231 REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH 0 10. SHARED DISPOSITIVE POWER 11,094,231 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,094,231 Shares of Common Stock. 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.6%. 14. TYPE OF REPORTING PERSON PN This Amendment No. 2 amends the Schedule 13D filed on April 10, 1990, as amended on July 12, 1990 (the "Schedule 13D") by Warburg, Pincus Capital Company, L.P., Warburg, Pincus Capital Partners, L.P., E.M. Warburg, Pincus & Co., Inc., Warburg, Pincus Ventures, Inc. and Warburg, Pincus & Co. relating to the Common Stock, par value $.50 per share (the "Common Stock"), of Mellon Bank Corporation, a Pennsylvania corporation. All capitalized terms not otherwise defined herein shall have the meanings ascribed in the Schedule 13D. 1. The first and second paragraph of Item 2 of the Schedule 13D is hereby deleted and the following is substituted therefor: This statement is being filed by (a) Warburg, Pincus Capital Company, L.P., a Delaware limited partnership ("WPCC"), which is engaged in making venture capital and related investments; (b) E.M. Warburg, Pincus & Co., LLC, a New York limited liability company ("EMW LLC"), which manages WPCC; and (c) Warburg, Pincus & Co., a New York general partnership ("WP"), the sole general partner of WPCC. WP, as the sole general partner of WPCC, has a 20% interest in the profits of WPCC. Lionel I. Pincus is the managing partner of WP and the managing member of EMW LLC and may be deemed to control both WP and EMW LLC. Mr. Pincus and, in his absence, John L. Vogelstein, a Managing Director and a member of EMW LLC and a general partner of WP, serve as the representative of WPCC who is entitled to attend all meetings of the Board of Directors of the Company and the committees of the Board of Directors in an observer capacity. See Item 6. The business address of each of the foregoing is 466 Lexington Avenue, New York, New York 10017. WPCC, WP and EMW LLC are hereinafter collectively referred to as the "Reporting Entities." Schedule I attached hereto sets forth certain additional information with respect to each managing director and member of EMW LLC and each general partner of WP and WPCC. 2. Item 5 of the Schedule 13D is hereby deleted and the following is substituted therefor: WPCC owns 11,015,266 shares of Common Stock, constituting 8.5% of the outstanding shares of Common Stock as of September 30, 1996. On January 22, 1997, WP received 280,965 shares of Common Stock in a distribution by Warburg, Pincus Capital Partners, L.P., a Delaware limited partnership ("WPCP"), of all 2,074,270 of WPCP's shares of Common Stock to the partners of WPCP. WP immediately distributed 202,000 of the shares of Common Stock it received to the partners of WP, including 400 shares to Lionel I. Pincus and 30,000 shares to John L. Vogelstein. WP may be deemed to own beneficially 11,094,231 shares of Common Stock, constituting approximately 8.6% of the outstanding shares of Common Stock, including the shares owned by WPCC. EMW LLC may be deemed to own beneficially 11,015,266 shares of -2- Common Stock, constituting approximately 8.5% of the outstanding shares of Common Stock, owned by WPCC. -3- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. WARBURG, PINCUS CAPITAL COMPANY, L.P. By: WARBURG, PINCUS & CO., General Partner By: /s/ Stephen Distler Stephen Distler Partner E. M. WARBURG, PINCUS & CO., LLC By: /s/ Stephen Distler Stephen Distler Treasurer and Managing Director WARBURG, PINCUS & CO. By: /s/ Stephen Distler Stephen Distler Partner Dated: January 24, 1997 -4- SCHEDULE I Set forth below is the name, position and present principal occupation of each of the managing directors and members of E. M. Warburg, Pincus & Co., LLC ("EMW LLC") and of each of the general partners of Warburg, Pincus Capital Company L.P. ("WPCC") and Warburg, Pincus & Co. ("WP"). EMW LLC, WPCC and WP are hereinafter collectively referred to as the "Reporting Entities". Except as otherwise indicated, the business address of each of such persons is 466 Lexington Avenue, New York, New York 10017, and each of such persons is a citizen of the United States. Managing Directors and Members of E. M. Warburg, Pincus & Co., LLC Present Principal Occupation in Addition to Position with EMW LLC, if any, and Positions Name and Position with the Reporting Entities Lionel I. Pincus, Chairman Managing Partner, WP, and of the Board and Chief Managing Partner, Pincus & Co. Executive Officer (See Partners of WP.) John L. Vogelstein, Vice Partner, WP Chairman of the Board John L. Furth, Vice Chairman Partner, WP of the Board Harold Brown, Partner, WP Senior Managing Director Rodman W. Moorhead III, Partner, WP Senior Managing Director Susan Black, Partner, WP Managing Director Christopher W. Brody, Partner, WP Managing Director Dale C. Christensen,* Managing Director _____________________ * Citizen of Canada. -5- Errol M. Cook, Partner, WP Managing Director W. Bowman Cutter, Partner, WP Managing Director Elizabeth B. Dater, Partner, WP Managing Director Stephen Distler, Partner, WP Managing Director and Treasurer Paul Nicholas Edwards, Partner, WP Managing Director Harold W. Ehrlich, Partner, WP Managing Director Louis G. Elson, Partner, WP Managing Director Stewart K.P. Gross, Partner, WP Managing Director Patrick T. Hackett, Partner, WP Managing Director Jeffrey A. Harris, Partner, WP Managing Director Robert S. Hillas, Partner, WP Managing Director A. Michael Hoffman, Partner, WP Managing Director William H. Janeway, Partner, WP Managing Director Douglas M. Karp, Partner, WP Managing Director Charles R. Kaye, Partner, WP Managing Director Richard H. King,* Managing Director _____________________ * Citizen of United Kingdom. -6- Henry Kressel, Partner, WP Managing Director Joseph P. Landy, Partner, WP Managing Director Sidney Lapidus, Partner, WP Managing Director Kewsong Lee, Partner, WP Managing Director Reuben S. Leibowitz, Partner, WP Managing Director Brady T. Lipp, Partner, WP Managing Director Stephen J. Lurito, Partner, WP Managing Director Spencer S. Marsh III, Partner, WP Managing Director Lynn S. Martin, Partner, WP Managing Director Edward J. McKinley, Partner, WP Managing Director Howard H. Newman, Partner, WP Managing Director Gary D. Nusbaum, Partner, WP Managing Director Anthony G. Orphanos, Partner, WP Managing Director Dalip Pathak, Partner, WP Managing Director Philip C. Percival,* Managing Director Daphne D. Philipson, Partner, WP Managing Director _____________________ * Citizen of United Kingdom. -7- Eugene L. Podsiadlo, Partner, WP Managing Director Ernest H. Pomerantz, Partner, WP Managing Director Brian S. Posner, Partner, WP Managing Director Arnold M. Reichman, Partner, WP Managing Director Roger Reinlieb, Partner, WP Managing Director John D. Santoleri, Partner, WP Managing Director Sheila N. Scott, Partner, WP Managing Director Dominic H. Shorthouse,* Managing Director Peter Stalker III, Partner, WP Managing Director Chang Q. Sun,** Managing Director David A. Tanner, Partner, WP Managing Director James E. Thomas, Partner, WP Managing Director Elizabeth H. Weatherman, Partner, WP Managing Director Joanne R. Wenig, Partner, WP Managing Director George U. Wyper, Partner, WP Managing Director _____________________ * Citizen of United Kingdom. ** Citizen of People's Republic of China. -8- General Partners of Warburg, Pincus & Co. Present Principal Occupation in Addition to Position with Warburg, Pincus & Co. and Positions with the Reporting Name Entities Susan Black (See Managing Directors and Members of EMW LLC.) Christopher W. Brody (See Managing Directors and Members of EMW LLC.) Harold Brown (See Managing Directors and Members of EMW LLC.) Errol M. Cook (See Managing Directors and Members of EMW LLC.) W. Bowman Cutter (See Managing Directors and Members of EMW LLC.) Elizabeth B. Dater (See Managing Directors and Members of EMW LLC.) Stephen Distler (See Managing Directors and Members of EMW LLC.) Paul Nicholas Edwards (See Managing Directors and Members of EMW LLC.) Harold W. Ehrlich (See Managing Directors and Members of EMW LLC.) Louis G. Elson (See Managing Directors and Members of EMW LLC.) John L. Furth (See Managing Directors and Members of EMW LLC.) Stewart K.P. Gross (See Managing Directors and Members of EMW LLC.) Patrick T. Hackett (See Managing Directors and Members of EMW LLC.) Jeffrey A. Harris (See Managing Directors and Members of EMW LLC.) Robert S. Hillas (See Managing Directors and Members of EMW LLC.) -9- A. Michael Hoffman (See Managing Directors and Members of EMW LLC.) William H. Janeway (See Managing Directors and Members of EMW LLC.) Douglas M. Karp (See Managing Directors and Members of EMW LLC.) Charles R. Kaye (See Managing Directors and Members of EMW LLC.) Henry Kressel (See Managing Directors and Members of EMW LLC.) Joseph P. Landy (See Managing Directors and Members of EMW LLC.) Sidney Lapidus (See Managing Directors and Members of EMW LLC.) Kewsong Lee (See Managing Directors and Members of EMW LLC.) Reuben S. Leibowitz (See Managing Directors and Members of EMW LLC.) Brady T. Lipp (See Managing Directors and Members of EMW LLC.) Stephen J. Lurito (See Managing Directors and Members of EMW LLC.) Spencer S. Marsh III (See Managing Directors and Members of EMW LLC.) Lynn C. Martin (See Managing Directors and Members of EMW LLC.) Edward J. McKinley (See Managing Directors and Members of EMW LLC.) Rodman W. Moorhead III (See Managing Directors and Members of EMW LLC.) Howard H. Newman (See Managing Directors and Members of EMW LLC.) Gary D. Nusbaum (See Managing Directors and Members of EMW LLC.) Anthony G. Orphanos (See Managing Directors and Members of EMW LLC.) -10- Dalip Pathak (See Managing Directors and Members of EMW LLC.) Daphne D. Philipson (See Managing Directors and Members of EMW LLC.) Lionel I. Pincus (See Managing Directors and Members of EMW LLC.) Eugene L. Podsiadlo (See Managing Directors and Members of EMW LLC.) Ernest H. Pomerantz (See Managing Directors and Members of EMW LLC.) Brian S. Posner (See Managing Directors and Members of EMW LLC.) Arnold M. Reichman (See Managing Directors and Members of EMW LLC.) Roger Reinlieb (See Managing Directors and Members of EMW LLC.) John D. Santoleri (See Managing Directors and Members of EMW LLC.) Sheila N. Scott (See Managing Directors and Members of EMW LLC.) Peter Stalker III (See Managing Directors and Members of EMW LLC.) David A. Tanner (See Managing Directors and Members of EMW LLC.) James E. Thomas (See Managing Directors and Members of EMW LLC.) John L. Vogelstein (See Managing Directors and Members of EMW LLC.) Elizabeth H. Weatherman (See Managing Directors and Members of EMW LLC.) Joanne R. Wenig (See Managing Directors and Members of EMW LLC.) George U. Wyper (See Managing Directors and Members of EMW LLC.) -11- Pincus & Co.* NL & Co.* General Partner of Warburg, Pincus Capital Company, L.P. Warburg, Pincus & Co. (See General Partners of WP.) _____________________ * New York limited partnership; primary activity is ownership of partnership interest in WP. -12- -----END PRIVACY-ENHANCED MESSAGE-----