-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, LT09VSvG60N9wTTKOoBeGw+JiIlceUA7hDeA3RmRcuQB4wPPkiXbZ7eQhhCxWCAc mbKs6nhllw6LlTa8vAY5ag== 0000950132-94-000169.txt : 19940706 0000950132-94-000169.hdr.sgml : 19940706 ACCESSION NUMBER: 0000950132-94-000169 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MELLON BANK CORP CENTRAL INDEX KEY: 0000064782 STANDARD INDUSTRIAL CLASSIFICATION: 6021 IRS NUMBER: 251233834 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07410 FILM NUMBER: 94536891 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 11-K 1 FORM 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1993 COMMISSION FILE NO. 1-7410 MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN One Mellon Bank Center 500 Grant Street Pittsburgh, PA 15258-0001 (Full title of the Plan and the address of the Plan) MELLON BANK CORPORATION One Mellon Bank Center 500 Grant Street Pittsburgh, PA 15258-0001 (Name of the issuer of the securities held pursuant to the Plan and the address of its principal executive office) [Logo of KPMG Peat Marwick] MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN Financial Statements and Schedules December 31, 1993 and 1992 (With Independent Auditors' Report Thereon) MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN Index to Financial Statements and Schedules December 31, 1993 and 1992 Table of Contents
Page ---- Independent Auditors' Report 1 Financial Statements: Statements of Net Assets Available for Plan Benefits 2 - 3 Statements of Changes in Net Assets Available for Plan Benefits 4 - 5 Notes to Financial Statements 6 - 12 Schedule 1 - Assets Held for Investment Purposes 13 Schedule 2 - Reportable Transactions 14
Note: All other schedules required by the Department of Labor's Rules and Regulations for Reporting and Disclosure have been omitted because there is no information to report. [Logo of KPMG Peat Marwick] Independent Auditors' Report Corporate Benefits Committee Mellon Bank Corporation: We have audited the accompanying statements of net assets available for plan benefits of the Mellon Bank Corporation Retirement Savings Plan as of December 31, 1993 and 1992, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Mellon Bank Corporation Retirement Savings Plan as of December 31, 1993 and 1992, and the changes in net assets available for plan benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information included in Schedules 1 and 2 is presented for purposes of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ KPMG Peat Marwick May 27, 1994 MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN Statement of Net Assets Available for Plan Benefits December 31, 1993
Trust Funds -------------------------------------------- Employer Total Income Bond Stock Balanced Stock Fund Loan Fund ----- ------ ---- ----- -------- ---------- --------- Assets ------ Investments, at fair value (cost $217,353,972): Collective trust funds $213,966,176 66,672,021 18,595,308 64,186,703 64,499,960 12,184 -- Mellon Bank Corporation common stock 53,339,995 -- -- -- -- 53,339,995 -- Loans to participants 7,986,382 -- -- -- -- -- 7,986,382 ------------ ---------- ---------- ---------- ---------- ---------- --------- Total investments 275,292,553 66,672,021 18,595,308 64,186,703 64,499,960 53,352,179 7,986,382 ------------ ---------- ---------- ---------- ---------- ---------- --------- Contributions receivable: Employer matching contributions 1,564,794 -- -- -- -- 1,564,794 -- Employer contributions made pursuant to employee salary reduction agreements 989,352 186,952 101,513 346,788 354,099 -- -- ------------- ---------- ---------- ---------- ---------- ---------- --------- Total contributions receivable 2,554,146 186,952 101,513 346,788 354,099 1,564,794 -- Interest and dividends receivable 333,791 20,110 253 685 154,005 3 158,735 Due from broker for securities sold 13,321 -- -- -- -- 13,321 -- ------------ ---------- ---------- ---------- ---------- ---------- --------- Total assets 278,193,811 66,879,083 18,697,074 64,534,176 65,008,064 54,930,297 8,145,117 ------------ ---------- ---------- ---------- ---------- ---------- --------- Liabilities ----------- Due to broker for securities purchased 735,196 -- -- 729,653 -- 5,543 -- ------------ ---------- ---------- ---------- ---------- ---------- --------- Net assets available for plan benefits (note 7) $277,458,615 66,879,083 18,697,074 63,804,523 65,008,064 54,924,754 8,145,117 ============ ========== ========== ========== ========== ========== =========
See accompanying notes to financial statements. 2 MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN Statement of Net Assets Available for Plan Benefits December 31, 1992
Trust Funds -------------------------------------------- Employer Total Income Bond Stock Balanced Stock Fund Loan Fund ----- ------ ---- ----- -------- ---------- --------- Assets ------ Investments, at fair value (cost $194,635,778): Collective trust funds $190,811,788 74,596,044 14,994,676 52,219,439 48,996,269 5,360 -- Mellon Bank Corporation common stock 48,903,630 -- -- -- -- 48,903,630 -- Loans to participants 7,774,342 -- -- -- -- -- 7,774,342 ------------ ---------- ---------- ---------- ---------- ---------- --------- Total investments 247,489,760 74,596,044 14,994,676 52,219,439 48,996,269 48,908,990 7,774,342 ------------ ---------- ---------- ---------- ---------- ---------- --------- Contributions receivable: Employer matching contributions 527,004 -- -- -- -- 527,004 -- Employer contributions made pursuant to employee salary reduction agreements 672,205 185,663 51,564 176,307 258,671 -- -- ------------ ---------- ---------- ---------- ---------- ---------- --------- Total contributions receivable 1,199,209 185,663 51,564 176,307 258,671 527,004 -- Interest and dividends receivable 236,568 22,924 167 281 139,928 -- 73,268 ------------ ---------- ---------- ---------- ---------- ---------- --------- Total assets 248,925,537 74,804,631 15,046,407 52,396,027 49,394,868 49,435,994 7,847,610 ------------ ---------- ---------- ---------- ---------- ---------- --------- Liabilities ----------- Excess contributions payable to plan participants (note 5) 310,822 57,448 15,497 74,863 74,776 88,238 -- ------------ ---------- ---------- ---------- ---------- ---------- --------- Net assets available for plan benefits (note 7) $248,614,715 74,747,183 15,030,910 52,321,164 49,320,092 49,347,756 7,847,610 ============ ========== ========== ========== ========== ========== =========
See accompanying notes to financial statements. 3 MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN Statement of Changes in Net Assets Available for Plan Benefits For the Year Ended December 31, 1993
Trust Funds -------------------------------------------- Employer Total Income Bond Stock Balanced Stock Fund Loan Fund ----- ------ ---- ----- -------- ---------- --------- Contributions: Employer matching contributions $ 8,558,740 -- -- -- -- 8,558,740 -- Employer contributions made pursuant to employee salary reduction agreements 21,708,482 4,695,316 2,016,633 7,156,711 7,839,822 -- -- ------------ ---------- ---------- ---------- ---------- ---------- --------- Total contributions 30,267,222 4,695,316 2,016,633 7,156,711 7,839,822 8,558,740 -- Investment income: Dividends from Mellon Bank Corporation common stock 1,450,785 -- -- -- -- 1,450,785 -- Net realized gain (loss) and unrealized appreciation (depreciation) on Mellon Bank Corporation common stock 265,775 -- -- -- -- 265,775 -- Collective trust funds income 4,290,275 2,225,396 15,925 52,467 1,996,187 300 -- Net realized gain (loss) and unrealized appreciation (depreciation) on collective trust funds 10,673,595 -- 1,670,543 5,480,408 3,522,644 -- -- Interest income on loans to participants 908,390 -- -- -- -- -- 908,390 ------------ ---------- ---------- ---------- ---------- ---------- --------- Total investment income 17,588,820 2,225,396 1,686,468 5,532,875 5,518,831 1,716,860 908,390 Participants' withdrawals (19,012,142) (6,857,042) (941,657) (3,156,265) (2,960,414) (4,603,383) (493,381) Net transfers and other -- (7,931,677) 904,720 1,950,037 5,289,642 (95,220) (117,502) ------------ ---------- ---------- ---------- ---------- ---------- --------- Net increase (decrease) 28,843,900 (7,868,007) 3,666,164 11,483,358 15,687,881 5,576,997 297,507 Net assets available for plan benefits (note 7): Beginning of year 248,614,715 74,747,090 15,030,910 52,321,165 49,320,183 49,347,757 7,847,610 ------------ ---------- ---------- ---------- ---------- ---------- --------- End of year $277,458,615 66,879,083 18,697,074 63,804,523 65,008,064 54,924,754 8,145,117 ============ ========== ========== ========== ========== ========== =========
See accompanying notes to financial statements. 4 MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN Statement of Changes in Net Assets Available for Plan Benefits For the Year Ended December 31, 1992
Trust Funds -------------------------------------------- Employer Total Income Bond Stock Balanced Stock Fund Loan Fund ----- ------ ---- ----- -------- ---------- --------- Contributions: Employer matching contributions $ 6,223,174 -- -- -- -- 6,223,174 -- Employer contributions made pursuant to employee salary reduction agreements 15,515,342 4,235,399 1,194,685 4,091,115 5,994,143 -- -- Less excess contributions (note 5) 310,822 57,448 15,497 74,863 74,776 88,238 -- ------------ ---------- ---------- ---------- ---------- ---------- --------- Net salary reduction contributions 15,204,520 4,177,951 1,179,188 4,016,252 5,919,367 (88,238) -- ------------ ---------- ---------- ---------- ---------- ---------- --------- Total contributions 21,427,694 4,177,951 1,179,188 4,016,252 5,919,367 6,134,936 -- Investment income: Dividends from Mellon Bank Corporation common stock 1,216,283 -- -- -- -- 1,216,283 -- Net realized gain (loss) and unrealized appreciation (depreciation) on Mellon Bank Corporation common stock 15,698,169 -- -- -- -- 15,698,169 -- Collective trust funds income 4,849,848 3,012,217 11,070 34,016 1,792,369 176 -- Net realized gain (loss) and unrealized appreciation (depreciation) on collective trust funds 5,281,132 -- 911,397 3,670,941 698,794 -- -- Interest income on loans to participants 888,235 -- -- -- -- -- 888,235 ------------ ---------- ---------- ---------- ---------- ---------- --------- Total investment income 27,933,667 3,012,217 922,467 3,704,957 2,491,163 16,914,628 888,235 Participants' withdrawals (16,620,084) (8,794,912) (853,227) (2,016,038) (2,292,379) (2,186,980) (476,548) Net transfers and other (278,682) (7,191,634) 136,955 (12,569) 6,538,217 (472,947) 723,296 ------------ ---------- ---------- ---------- ---------- ---------- --------- Net increase (decrease) 32,462,595 (8,796,378) 1,385,383 5,692,602 12,656,368 20,389,637 1,134,983 Net assets available for plan benefits (note 7): Beginning of year 216,152,120 83,543,561 13,645,527 46,628,562 36,663,724 28,958,119 6,712,627 ------------ ---------- ---------- ---------- ---------- ---------- --------- End of year $248,614,715 74,747,183 15,030,910 52,321,164 49,320,092 49,347,756 7,847,610 ============ ========== ========== ========== ========== ========== =========
See accompanying notes to financial statements. 5 MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1993 and 1992 (1) Description of the Plan ----------------------- The following description of the Mellon Bank Corporation Retirement Savings Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. The Plan is administered by the Corporate Benefits Committee (the Committee), all of whose members are appointed by the Board of Directors of Mellon Bank Corporation (the Corporation). The Committee is the Named Fiduciary and the Plan Administrator. Administrative costs arising under the Plan are paid by the Corporation. The members of the Committee receive no remuneration from the Plan with respect to their service in such capacity. A separate committee, the Benefits Investment Committee, has been assigned certain fiduciary duties with respect to Plan investments. Mellon Bank, N.A. is the Trustee. The Plan is a defined contribution plan established to cover the employees of substantially all subsidiaries of the Corporation. Effective May 31, 1993, employees of The Boston Company became eligible to participate in the Plan. Participants in the Plan may direct the investment of salary reduction contributions to any of four collective trust fund investments: the Income Fund, Bond Fund, Stock Fund and Balanced Fund. The Employer Stock Fund is maintained exclusively for investment of employer matching contributions. The Loan Fund is comprised of loans to participants. The rights of participants to their account balances, which include salary reduction, employer matching and employer discretionary contributions, are nonforfeitable. In the event the Plan is terminated, such account balances shall be distributed to the participants. Contributions ------------- An eligible employee of the Corporation may become a participant in the Plan on the date of employment for the purposes of making employee salary reduction contributions or upon receipt of an employer matching or discretionary contribution. Salary reduction contributions may be made at a rate of one to sixteen percent of the employee's total compensation but may not exceed the annual limits prescribed by the tax laws ($8,994 in 1993 and $8,728 in 1992) and the nondiscrimination guidelines. Employees may change the rate of contribution or discontinue contributions at any time. (Continued) 6 MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements, Continued Each month, the Corporation makes a matching contribution to the Plan in an amount equal to fifty percent of the first 6% of each participant's salary reduction contribution, provided that the matching contribution shall not exceed $3,000 per year for any individual participant. The Corporation's matching contributions are made in the Corporation's common stock with a fair market value equal to the matching contribution. For this purpose, the fair market value of the stock is established using the average of the high and low prices of the stock as reported on the New York Stock Exchange composite stock tape for the last business day of the month for which the contribution is to be made. Distributions ------------- Unless the participant elects otherwise, distribution of a participant's account balance occurs upon termination of employment but begins not later than the year in which the participant attains age seventy and one-half. The Plan also permits distributions in the event of the participant's permanent disability. Loans to Participants --------------------- Loans are made available to all requesting participants in amounts up to the lesser of $50,000 or one-half of the participant's account balance or that portion of the participant's account balance which is not invested in the Employer Stock Fund. Such loans are repaid in periodic installments through payroll deduction. Loan repayments of both principal and interest are invested by the Trustee among the available investment funds in the same proportions as the participant's salary reduction contributions are invested. (2) Summary of Significant Accounting Policies ------------------------------------------ Basis of Financial Statements ----------------------------- The accompanying financial statements have been prepared on the accrual basis. Amounts payable to participants terminating participation in the Plan are included as a component of net assets available for plan benefits (note 7). Investments ----------- Investments in common stock, traded on securities exchanges, are valued at the last reported sales price of such securities on the last business day of the Plan year. Investments in collective trust funds are valued at the net asset value of the respective funds on the last day of the Plan year. Purchases and sales of securities are reflected on a settlement-date accounting basis. Total recorded investment value on a settlement-date accounting basis does not materially differ from a trade-date accounting basis. In accordance with the policy of stating investments at fair value, changes in unrealized appreciation or depreciation are reflected in the statements of changes in net assets available for plan benefits. (Continued) 7 MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements, Continued Dividend income is recorded on the ex-dividend date. Income from other investments is recorded as earned on an accrual basis. (3) Investment Programs ------------------- Mellon Bank, N.A., a subsidiary of the Corporation, acts as Trustee under a declaration of trust providing for the establishment, management, investment and reinvestment of the Plan's assets. The four funds listed below are the current investment options for salary reduction contributions. Any of these funds may be invested in short-term debt obligations of any nature or held in cash pending investment or distribution. The assets that comprise these funds may be invested in common, collective, group or pooled funds. (a) Income Fund ----------- The purpose of this fund is to invest in short-term obligations paying a fixed rate of return and commonly referred to as money market securities. (b) Bond Fund --------- The purpose of this fund is to invest in any obligation, secured or unsecured, where the rate of return is fixed or determinable under the terms of the security. The types of securities in which the Bond Fund may invest include bonds, notes, mortgages and preferred stocks. (c) Stock Fund ---------- The purpose of this fund is to invest in common stocks, convertible preferred stocks and bonds or other equity securities. (d) Balanced Fund ------------- The purpose of this fund is to "balance" the expected higher long- term total returns of equity investments with the higher current income and lower expected volatility available through fixed income securities. The types of investments in which the Balanced Fund may invest include common stocks, securities convertible into common stocks, publicly-traded bonds, short-term money market investments, financial futures instruments, real estate, joint ventures and partnerships for the purposes of acquiring ownership. (Continued) 8 MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements, Continued All salary reduction contributions are invested at the direction of the participant in one or more of the established funds or in any common, collective or investment company fund selected by the Benefit Investment Committee having a stated investment purpose consistent with the purposes of any of the investment funds under the Plan. However, no salary reduction contributions may be invested in the Employer Stock Fund. Employer matching and discretionary contributions are invested in the Corporation's common stock and held in the Employer Stock Fund. The Loan Fund represents a separate fund that is administered by the Trustee in connection with loans to participants of the Plan. Participants may borrow from their accounts a portion of their account balance. The amount of each loan is transferred from one or more of the investment funds in the same proportion that the participant's interest in such funds bears to the participant's aggregate interest in all such investment funds. (4) Federal Income Taxes -------------------- The Internal Revenue Service (IRS) issued its latest determination on May 11, 1993, which stated that the Plan is qualified under section 401(a) of the Internal Revenue Code (the Code), and the related trust is exempt from tax under section 501(a) of the Code. The Plan and its underlying trust have since been amended to conform with current tax law changes. The amended Plan instruments have been submitted to the IRS for a letter of determination. In the opinion of the Plan administrator, the Plan and the related trust have operated in accordance with the terms of the Plan and in conformity with the applicable provisions of the Code. Accordingly, the accompanying financial statements do not include a provision for federal income taxes. (5) Distribution of Excess Contributions ------------------------------------ It is the Corporation's intention to operate the Plan in accordance with the requirements of Code sections 401(k) and 401(m) which outline the application of the nondiscrimination test to salary reduction and employer matching contributions. It was determined that the Plan met the test for the 1993 plan year. In 1992, $310,822 of excess contributions were required to be distributed to certain highly compensated employees for the Plan to meet the test. (Continued) 9 MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements, Continued (6) Investments ----------- Investments of each fund as of December 31, 1993, were as follows:
Market value Number of -------------------- shares Per Fund or units Cost unit Total ---- --------- ---- ---- ----- Income Fund: EB Temporary Investment 66,672,021 $ 66,672,021 $ 1.00 $ 66,672,021* Bond Fund: EB MBA Government/Corporate Bond Index 55,458 16,017,345 320.14 17,754,455* EB Temporary Investment 840,853 840,853 1.00 840,853 ------------ ------------ Total Bond Fund 16,858,198 18,595,308 Stock Fund: EB Stock Index 151,710 36,203,270 408.12 61,916,113* EB Temporary Investment 2,270,589 2,270,590 1.00 2,270,590 ------------ ------------ Total Stock Fund 38,473,860 64,186,703 Balanced Fund: EB Intermediate Bond 288,914 15,228,208 54.32 15,693,473* EB Stock 438,904 33,992,035 102.04 44,784,269* EB Temporary Investment 4,022,218 4,022,218 1.00 4,022,218 ------------ ------------ Total Balanced Fund 53,242,461 64,499,960 Employer Stock Fund: EB Temporary Investment 12,184 12,184 1.00 12,184 ------------ ------------ Total collective trust funds 175,258,724 213,966,176 ------------ ------------ Employer Stock Fund: Mellon Bank Corporation common stock 1,006,415 34,108,866 53.00 53,339,995* Loan Fund: Loans to participants -- 7,986,382 -- 7,986,382 ------------ ------------ Total investments $217,353,972 $275,292,553 ============ ============
* Investments greater than 5% of net assets available for plan benefits at the end of the plan year. Each of the collective trust funds listed above are managed by the Trustee. (Continued) 10 MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements, Continued Investments of each fund as of December 31, 1992, were as follows:
Market value Number of -------------------- shares Per Fund or units Cost unit Total ---- --------- ---- ---- ----- Income Fund: EB Temporary Investment 74,596,044 $ 74,596,044 $ 1.00 $ 74,596,044* Bond Fund: EB Composite Bond Index 50,141 13,180,424 288.21 14,450,899* EB Temporary Investment 543,777 543,777 1.00 543,777 ------------ ------------ Total Bond Fund 13,724,201 14,994,676 Stock Fund: EB Stock Index 138,267 28,837,886 371.03 51,301,061* EB Temporary Investment 918,378 918,378 1.00 918,378 ------------ ------------ Total Stock Fund 29,756,264 52,219,439 Balanced Fund: EB Intermediate Bond 179,657 9,262,214 53.41 9,595,151 EB Stock 363,265 26,535,481 93.44 33,942,672* EB Temporary Investment 5,458,446 5,458,446 1.00 5,458,446 ------------ ------------ Total Balanced Fund 41,256,141 48,996,269 Employer Stock Fund: EB Temporary Investment 5,360 5,360 1.00 5,360 ------------ ------------ Total collective trust funds 159,338,010 190,811,788 ------------ ------------ Employer Stock Fund: Mellon Bank Corporation common stock 922,710 27,523,426 53.00 48,903,630* Loan Fund: Loans to participants -- 7,774,342 -- 7,774,342 ------------ ------------ Total investments $194,635,778 $247,489,760 ============ ============
* Investments greater than 5% of net assets available for plan benefits at the end of the plan year. Each of the collective trust funds listed above are managed by the Trustee. (Continued) 11 MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements, Continued (7) Reconciliation of Financial Statements and Form 5500 ---------------------------------------------------- Benefits payable to withdrawing participants of $6,356,029 in 1993 and $393,580 in 1992 are included as a component of net assets available for plan benefits in the respective financial statements which differs from the basis used to prepare the Plan's Form 5500. Accordingly, reconciliations are presented below for the years ended December 31, 1993 and 1992: Reconciliation of Net Assets Available for Plan Benefits --------------------------------------------------------
As reported As reported in financial in Form 5500 Adjustment statements ------------ ---------- ----------- 1993 Benefits payable $ 6,356,029 (6,356,029) -- 1992 Benefits payable 393,580 (393,580) --
Reconciliation of Changes in Net Assets Available for Plan Benefits -------------------------------------------------------------------
As reported As reported in financial in Form 5500 Adjustment statements ------------ ---------- ----------- 1993 Participant withdrawals $ 24,974,591 (5,962,449) 19,012,142 End of year - net assets available for plan benefits 271,496,166 5,962,449 277,458,615 1992 Participant withdrawals 17,013,664 (393,580) 16,620,084 End of year - net assets available for plan benefits 248,221,135 393,580 248,614,715
12 Schedule 1 ---------- MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN EIN: 25-1233834 Plan Number: 001 Item 27(a) - Assets Held for Investment Purposes (at the end of the plan year) December 31, 1993
Column A Column B Column C Column D Column E - - -------- -------- -------- -------- -------- Identity of issue, borrower, Current lessor or similar party Description of investment Cost value ---------------------------- ------------------------- ---- ------- Common/collective trust funds ----------------------------- * Mellon Bank, N.A. EB Temporary Investment $ 73,817,866 73,817,866 * Mellon Bank, N.A. EB Composite Bond Index 16,017,345 17,754,455 * Mellon Bank, N.A. EB Stock Index 36,203,270 61,916,114 * Mellon Bank, N.A. EB Intermediate Bond 15,228,208 15,693,472 * Mellon Bank, N.A. EB Stock 33,992,035 44,784,269 ------------ ----------- Total common/collective trust funds 175,258,724 213,966,176 Common stock ------------ * Mellon Bank Corporation Mellon Bank Corporation common stock 34,108,866 53,339,995 ------------ ----------- Total common stock 34,108,866 53,339,995 Loans ----- * Mellon Bank, N.A. Loans to participants 7,986,382 7,986,382 ------------ ----------- Total loans 7,986,382 7,986,382 ------------ ----------- Total investments $217,353,972 275,292,553 ============ ===========
* Party-in-interest Note: The range of interest rates on loans to participants at December 31, 1993, was 11.74% to 13%, and the range of maturity dates was January 1, 1994, to December 31, 2003. 13 Schedule 2 ---------- MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN EIN: 25-1233834 Plan Number: 001 Item 27(d) - Reportable Transactions Year Ended December 31, 1993 Series Transactions, When Aggregated, Involving an Amount in Excess of Five Percent of the Current Value of Plan Assets
Total Total Identity of Number of Number of dollar value dollar value Net gain party involved Description of assets purchases sales of purchases of sales or (loss) - - -------------- --------------------- --------- --------- ------------ ------------ --------- Mellon Bank, N.A.- Trust Department EB Temporary Investment Fund 512 221 $68,164,643 75,868,781 _
14 Consent of Independent Certified Public Accountants --------------------------------------------------- The Board of Directors Mellon Bank Corporation: We consent to incorporation by reference in the Prospectus to the Registration Statement (No. 33-23635) on Form S-8 of Mellon Bank Corporation of our report dated May 27, 1994, that is included in the Annual Report on Form 11-K of the Mellon Bank Corporation Retirement Savings Plan. /s/ KPMG Peat Marwick June 28, 1994 Signature --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the administrators of the Mellon Bank Corporation Retirement Savings Plan have duly caused this annual report to be signed by the undersigned thereunto duly authorized. Mellon Bank Corporation Retirement Savings Plan By: /s/ STEVEN G. ELLIOTT ----------------------------- Steven G. Elliott Chief Financial Officer of Mellon Bank Corporation & Member of the Corporate Benefits Committee Date: June 24, 1994 -----END PRIVACY-ENHANCED MESSAGE-----