-----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, WwuobOliYRVpwOjCt9DVkuYclH4o7ggf0zJOsM29Ar0ikvgfw8vZ0jgrRrpipPMl xReBIMPrWeICTOZe4b15rw== 0000950132-96-000412.txt : 19960701 0000950132-96-000412.hdr.sgml : 19960701 ACCESSION NUMBER: 0000950132-96-000412 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960628 SROS: NYSE FILER: 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07410 FILM NUMBER: 96587566 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, 1995 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 issuer of the securities held pursuant to the Plan and the address of its principal executive office) MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN FINANCIAL STATEMENTS AND SCHEDULES DECEMBER 31, 1995 AND 1994 (WITH INDEPENDENT AUDITORS' REPORT THEREON) F-1 MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS AND SCHEDULES DECEMBER 31, 1995 AND 1994 TABLE OF CONTENTS
PAGE ---- Independent Auditors' Report........................................ F-3 Financial Statements: Statements of Net Assets Available for Plan Benefits With Fund Information...................................................... F-4 - F-5 Statements of Changes in Net Assets Available for Plan Benefits With Fund Information............................................ F-6 - F-7 Notes to Financial Statements..................................... F-8 - F-14 Schedule 1--Item 27(a)--Assets Held for Investment Purposes (at the end of the plan year).............................................. F-15 Schedule 2--Item 27(d)--Reportable Transactions--Single Transactions....................................................... F-16 Schedule 3--Item 27(d)--Reportable Transactions--Series Transactions....................................................... F-17
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. F-2 [LOGO OF KPMG PEAT MARWICK LLP] One Mellon Bank Center Telephone 412 391 9710 Telefax 412 391 8963 Pittsburgh, PA 15219 Telex 7106642199 PMM & CO PGH INDEPENDENT AUDITORS' REPORT Corporate Benefits Committee Mellon Bank Corporation: We have audited the accompanying statements of net assets available for plan benefits with fund information of the Mellon Bank Corporation Retirement Savings Plan (the Plan) as of December 31, 1995 and 1994, and the related statements of changes in net assets available for plan benefits with fund information 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, 1995 and 1994, 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 performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information included in Schedules 1, 2 and 3 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 Fund Information in the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information 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 LLP June 10, 1996 F-3 MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION DECEMBER 31, 1995
NON-PARTICIPANT PARTICIPANT DIRECTED DIRECTED -------------------------------------------------------- --------------- INCOME BOND STOCK BALANCED LOAN EMPLOYER TOTAL FUND FUND FUND FUND FUND STOCK FUND ------------ ---------- ---------- ----------- ---------- --------- --------------- ASSETS Non-interest bearing cash................... $ 1,663,603 (296,954) (62,166) 1,117,637 910,118 -- (5,032) Investments, at fair value: Collective trust funds................. 261,421,960 60,762,619 19,005,657 98,486,105 83,125,538 -- 42,041 Mellon Bank Corporation common stock.......... 95,060,713 -- -- -- -- -- 95,060,713 Loans to participants.. 8,710,727 -- -- -- -- 8,710,727 -- ------------ ---------- ---------- ----------- ---------- --------- ---------- Total investments.... 365,193,400 60,762,619 19,005,657 98,486,105 83,125,538 8,710,727 95,102,754 Contributions receivable: Employer matching contributions......... 776,014 -- -- -- -- -- 776,014 Employer contributions made pursuant to employee salary reduction agreements.. 1,290,989 162,770 80,063 441,828 347,291 258,537 -- ------------ ---------- ---------- ----------- ---------- --------- ---------- Total contributions receivable.......... 2,066,503 162,770 80,063 441,828 347,291 258,537 776,014 Interest and dividends receivable............. 381,666 56,149 543 2,887 223,150 87,087 11,850 Other receivable........ 47,969 -- 44,236 3,733 -- -- -- ------------ ---------- ---------- ----------- ---------- --------- ---------- Total assets......... 369,353,141 60,684,584 19,068,333 100,052,190 84,606,097 9,056,351 95,885,586 LIABILITIES Excess contributions payable to plan participants (note 5).. 493,154 41,921 33,071 189,388 113,190 -- 115,584 Other payable........... 63,149 49,539 -- -- 3,966 -- 9,644 ------------ ---------- ---------- ----------- ---------- --------- ---------- Net assets available for plan benefits (note 7)............ $368,796,838 60,593,124 19,035,262 99,862,802 84,488,941 9,056,351 95,760,358 ============ ========== ========== =========== ========== ========= ==========
See accompanying notes to financial statements. F-4 MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION DECEMBER 31, 1994
NON-PARTICIPANT PARTICIPANT DIRECTED DIRECTED ----------------------------------------------------- --------------- INCOME BOND STOCK BALANCED LOAN EMPLOYER TOTAL FUND FUND FUND FUND FUND STOCK FUND ------------ ---------- ---------- ---------- ---------- --------- --------------- ASSETS Investments, at fair value: Collective trust funds.. $214,313,371 62,866,653 16,771,709 68,755,973 65,894,631 -- 24,405 Mellon Bank Corporation common stock........... 50,839,950 -- -- -- -- -- 50,839,950 Loans to participants... 8,894,428 -- -- -- -- 8,894,428 -- ------------ ---------- ---------- ---------- ---------- --------- ---------- Total investments..... 274,047,749 62,866,653 16,771,709 68,755,973 65,894,631 8,894,428 50,864,355 Contributions receivable: Employer matching contributions.......... 823,806 -- -- -- -- -- 823,806 Employer contributions made pursuant to employee salary reduction agreements... 1,224,826 201,279 97,677 402,577 393,007 130,286 -- ------------ ---------- ---------- ---------- ---------- --------- ---------- Total contributions receivable........... 2,048,632 201,279 97,677 402,577 393,007 130,286 823,806 Interest and dividends receivable.............. 395,720 99,221 864 3,936 248,229 43,429 41 Due from broker for securities sold......... 3,502 -- -- -- -- -- 3,502 ------------ ---------- ---------- ---------- ---------- --------- ---------- Total assets.......... 276,495,603 63,167,153 16,870,250 69,162,486 66,535,867 9,068,143 51,691,704 LIABILITIES Due to broker for securities purchased.... 507 -- -- -- -- -- 507 Excess contributions payable to plan participants (note 5)..... 544,401 66,340 27,174 178,490 174,977 -- 97,420 ------------ ---------- ---------- ---------- ---------- --------- ---------- Net assets available for plan benefits (note 7)...............$275,950,695 63,100,813 16,843,076 68,983,996 66,360,890 9,068,143 51,593,777 ============ ========== ========== ========== ========== ========= ==========
See accompanying notes to financial statements. F-5 MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995
NON-PARTICIPANT PARTICIPANT DIRECTED DIRECTED ---------------------------------------------------------- --------------- INCOME BOND STOCK BALANCED LOAN EMPLOYER TOTAL FUND FUND FUND FUND FUND STOCK FUND ------------ ---------- ---------- ---------- ---------- ---------- --------------- Contributions: Employer matching contributions......... $ 10,245,587 -- -- -- -- -- 10,245,587 Employer contributions made pursuant to employee salary reduction agreements.. 27,039,092 4,632,857 2,213,166 10,986,510 9,206,559 -- -- Less excess contributions (note 5)............ 493,154 41,921 33,071 189,388 113,190 -- 115,584 ------------ ---------- ---------- ---------- ---------- ---------- ---------- Total contributions..... 36,791,525 4,590,936 2,180,095 10,797,122 9,093,369 -- 10,130,003 Investment income: Dividends from Mellon Bank Corporation common stock.......... 3,412,870 -- -- -- -- -- 3,412,870 Net realized gain and unrealized appreciation on Mellon Bank Corporation common stock................. 38,775,675 -- -- -- -- -- 38,775,675 Collective trust funds income................ 6,884,207 3,682,158 32,240 116,165 3,051,635 -- 2,009 Net realized gain and unrealized appreciation on collective trust funds................. 45,398,591 -- 3,039,930 25,730,479 16,628,182 -- -- Interest income on loans to participants.......... 992,621 -- -- -- -- 992,621 -- ------------ ---------- ---------- ---------- ---------- ---------- ---------- Total investment income............ 95,463,964 3,682,158 3,072,170 25,846,644 19,679,817 992,621 42,190,554 Participants' withdrawals............ (30,003,123) (7,045,044) (1,761,160) (7,248,672) (6,878,278) (1,179,089) (5,890,880) Net interfund transfers. -- (163,936) (361,552) 2,926,117 (2,516,337) 174,676 (58,968) ------------ ---------- ---------- ---------- ---------- ---------- ---------- Net (decrease) increase.......... 102,252,366 1,064,114 3,129,553 32,321,211 19,378,571 (11,792) 46,370,709 Net transfers from the Plan (note 8).......... (9,406,223) (3,571,803) (937,367) (1,442,405) (1,250,520) -- (2,204,128) Net assets available for plan benefits (note 7): Beginning of year...... 275,950,695 63,100,813 16,843,076 68,983,996 66,360,890 9,068,143 51,593,777 ------------ ---------- ---------- ---------- ---------- ---------- ---------- End of year............ $368,796,838 60,593,124 19,035,262 99,862,802 84,488,941 9,056,351 95,760,358 ============ ========== ========== ========== ========== ========== ==========
See accompanying notes to financial statements. F-6 MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1994
NON-PARTICIPANT PARTICIPANT DIRECTED DIRECTED ---------------------------------------------------------- --------------- INCOME BOND STOCK BALANCED LOAN EMPLOYER TOTAL FUND FUND FUND FUND FUND STOCK FUND ------------ ----------- ---------- ---------- ---------- --------- --------------- Contributions: Employer matching contributions......... $ 10,135,954 -- -- -- -- -- 10,135,954 Employer contributions made pursuant to employee salary reduction agreements.. 26,400,420 4,870,340 2,485,409 9,640,578 9,404,093 -- -- Less excess contributions (note 5)............ 544,401 66,340 27,174 178,490 174,977 -- 97,420 ------------ ----------- ---------- ---------- ---------- --------- ---------- Total contributions..... 35,991,973 4,804,000 2,458,235 9,462,088 9,229,116 -- 10,038,534 Investment income: Dividends from Mellon Bank Corporation common stock.......... 2,447,371 -- -- -- -- -- 2,447,371 Net realized loss and unrealized depreciation on Mellon Bank Corporation common stock................. (7,887,372) -- -- -- -- -- (7,887,372) Collective trust funds income................ 5,306,473 2,671,016 18,949 77,300 2,538,277 -- 931 Net realized gain (loss) and unrealized appreciation (depreciation) on collective trust funds................. (2,204,772) -- (636,595) 967,543 (2,535,720) -- -- Interest income on loans to participants.......... 918,618 -- -- -- -- 918,618 -- ------------ ----------- ---------- ---------- ---------- --------- ---------- Total investment income (loss)..... (1,419,682) 2,671,016 (617,646) 1,044,843 2,557 918,618 (5,439,070) Participants' withdrawals............ (36,080,211) (10,759,128) (2,329,802) (6,884,810) (7,565,514) (683,291) (7,857,666) Net interfund transfers. -- (494,158) (1,364,785) 1,557,352 (313,333) 687,699 (72,775) ------------ ----------- ---------- ---------- ---------- --------- ---------- Net (decrease) increase.......... (1,507,920) (3,778,270) (1,853,998) 5,179,473 1,352,826 923,026 (3,330,977) Net assets available for plan benefits (note 7): Beginning of year...... 277,458,615 66,879,083 18,697,074 63,804,523 65,008,064 8,145,117 54,924,754 ------------ ----------- ---------- ---------- ---------- --------- ---------- End of year............ $275,950,695 63,100,813 16,843,076 68,983,996 66,360,890 9,068,143 51,593,777 ============ =========== ========== ========== ========== ========= ==========
See accompanying notes to financial statements. F-7 MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1995 AND 1994 (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. 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 Loan Fund is comprised of loans to participants. The Employer Stock Fund is maintained exclusively for investment of employer matching contributions. New Investment Options As of April 1, 1996, participants in the Plan have the option of investing their contributions through salary deferrals to one of the following mutual funds: Dreyfus Institutional Prime Money Market Fund, Dreyfus-Certus Stable Value Fund, Dreyfus Bond Market Index Fund, Dreyfus Institutional S&P 500 Stock Index Fund, Dreyfus Disciplined Stock Fund, Premier Small Company Fund, Warburg-Pincus International Equity Fund, Dreyfus LifeTime Portfolios, Inc-- Income Portfolio, Dreyfus LifeTime Portfolios, Inc--Growth and Income Portfolio, and Dreyfus LifeTime Portfolios, Inc--Growth Portfolio. On May 13, 1996 an in-kind transfer of the Plan's investments' in the EB Temporary Investment Fund, EB MBA Government Corporate Index Fund, EB Stock Index Fund, EB Stock Fund, and EB Intermediate Bond Fund was completed to the following mutual funds: Dreyfus Institutional Prime Money Market Fund, Dreyfus Bond Market Index Fund, Dreyfus LifeTime Portfolios, Inc.--Growth and Income Portfolio, and Dreyfus Institutional S&P 500 Stock Index Fund. The investment balances transferred into the mutual funds were based on the participant's respective interest in the Income, Bond, Stock, and Balanced Funds. Starting in June 1996, participants could elect to transfer their investment balances among all 10 mutual funds listed in the above paragraph. 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 following completion of one year of service for the purposes of making employee salary reduction contributions or upon receipt of an employer matching or discretionary contribution. Employees hired prior to February 1, 1995, were eligible to participate in the Plan on the date of employment. F-8 MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS--(CONTINUED) 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 dollar limit prescribed by the tax laws ($9,240 in 1995 and 1994). Employees may change the rate of contribution or discontinue contributions at any time. Salary reduction contributions and employer matching contributions are subject to the nondiscrimination requirements imposed under Internal Revenue Code (IRC) sections 401(k) and 401(m). In addition, special rules imposed by IRC section 415 limit the amount of contributions that may be allocated to the accounts of each participant. 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 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). The preparation of the financial statements in conformity with generally accepted accounting principles requires the Plan Administrator to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates. 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 trade-date accounting basis. F-9 MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS--(CONTINUED) 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. Dividend income is recorded on the ex-dividend date. Income from other investments is recorded as earned on an accrual basis. Reclassification of Prior Year's Statements Certain items previously reported have been reclassified to conform with the current year's reporting format. (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 were the investment options for salary reduction contributions as of December 31, 1995. 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, partnerships, short-term debt obligations and any common, collective, group or pooled fund(s). 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 F-10 MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS--(CONTINUED) 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 and restated to conform with current tax law changes. 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. Corrective distributions (representing excess contributions and associated earnings) of $493,154 in 1995 and $544,401 in 1994 were distributed to certain highly compensated employees for the Plan to pass the test. F-11 MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS--(CONTINUED) (6) INVESTMENTS Investments of each fund as of December 31, 1995, were as follows:
MARKET VALUE -------------------- NUMBER OF SHARES PER FUND OR UNITS COST UNIT TOTAL ---- ---------- ------------ ------- ------------ INCOME FUND: EB Temporary Investment........ 60,762,619 $ 60,762,619 $ 1.00 $ 60,762,619* BOND FUND: EB MBA Government Corporate Bond Index.................... 50,585 17,119,045 368.42 18,636,937* EB Temporary Investment........ 368,720 368,720 1.00 368,720 ------------ ------------ Total Bond Fund.............. 17,487,765 19,005,657 STOCK FUND: EB Stock Index................. 171,965 52,470,484 568.59 97,779,255* EB Temporary Investment........ 706,850 706,850 1.00 706,850 ------------ ------------ Total Stock Fund............. 53,177,334 98,486,105 BALANCED FUND: EB Intermediate Bond........... 348,761 17,967,263 53.72 18,738,157* EB Stock....................... 445,397 39,496,262 135.50 60,352,721* EB Temporary Investment........ 4,034,660 4,034,660 1.00 4,034,660 ------------ ------------ Total Balanced Fund.......... 61,498,185 83,125,538 EMPLOYER STOCK FUND: EB Temporary Investment........ 42,041 42,041 1.00 42,041 ------------ ------------ Total collective trust funds. 192,967,944 261,421,960 ------------ ------------ EMPLOYER STOCK FUND: Mellon Bank Corporation common stock......................... 1,768,571 49,416,248 53.75 95,060,713* LOAN FUND: Loans to participants.......... -- 8,710,727 -- 8,710,727 ------------ ------------ Total investments............ $251,094,919 $365,193,400 ============ ============
- -------- *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 is managed by the Trustee. F-12 MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS--(CONTINUED) Investments of each fund as of December 31, 1994, were as follows:
MARKET VALUE -------------------- NUMBER OF SHARES PER FUND OR UNITS COST UNIT TOTAL ---- ---------- ------------ ------- ------------ INCOME FUND: EB Temporary Investment........ 62,866,653 $ 62,866,653 $ 1.00 $ 62,866,653* BOND FUND: EB MBA Government Corporate Bond Index.................... 52,739 16,466,688 308.86 16,288,821* EB Temporary Investment........ 482,888 482,888 1.00 482,888 ------------ ------------ Total Bond Fund.............. 16,949,576 16,771,709 STOCK FUND: EB Stock Index................. 160,685 43,408,331 413.56 66,453,628* EB Temporary Investment........ 2,302,345 2,302,345 1.00 2,302,345 ------------ ------------ Total Stock Fund............. 45,710,676 68,755,973 BALANCED FUND: EB Intermediate Bond........... 468,706 24,320,883 50.05 23,457,756* EB Stock....................... 394,515 31,661,308 98.87 39,005,389* EB Temporary Investment........ 3,431,486 3,431,486 1.00 3,431,486 ------------ ------------ Total Balanced Fund.......... 59,413,677 65,894,631 EMPLOYER STOCK FUND: EB Temporary Investment........ 24,405 24,405 1.00 24,405 ------------ ------------ Total collective trust funds. 184,964,987 214,313,371 ------------ ------------ EMPLOYER STOCK FUND: Mellon Bank Corporation common stock......................... 1,660,080 42,475,008 30.625 50,839,950* LOAN FUND: Loans to participants.......... -- 8,894,428 -- 8,894,428 ------------ ------------ Total investments............ $236,334,423 $274,047,749 ============ ============
- -------- *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 is managed by the Trustee. F-13 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 $3,492,698 in 1995 and $4,305,265 in 1994 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, 1995 and 1994:
RECONCILIATION OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS REPORTED AS REPORTED IN FINANCIAL YEAR DESCRIPTION IN FORM 5500 ADJUSTMENT STATEMENTS - ---- ----------- ------------ ----------- ------------ 1995 Benefits payable $3,492,698 (3,492,698) -- 1994 Benefits payable 4,305,265 (4,305,265) --
RECONCILIATION OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS AS REPORTED AS REPORTED IN FINANCIAL YEAR DESCRIPTION IN FORM 5500 ADJUSTMENT STATEMENTS - ---- ----------- ------------ ---------- ------------ 1995 Participant withdrawals 29,190,556 812,567 30,003,123 End of year--net assets available for plan benefits 365,304,140 3,492,698 368,796,838 1994 Participant withdrawals 34,029,447 2,050,764 36,080,211 End of year--net assets available for plan benefits 271,645,430 4,305,265 275,950,695
(8) PLAN TRANSFERS Transfer to CMSS Retirement Savings Plan On December 30, 1994, Mellon Financial Services Corporation, a wholly owned subsidiary of Mellon Bank Corporation, and Chemical Shareholder Services Partner, Inc., a wholly owned subsidiary of Chemical Banking Corporation, entered into an agreement to form a joint venture, Chemical Mellon Shareholders Services (CMSS). Pursuant to this formation agreement, certain employees of Mellon Bank Corporation were employed by CMSS. As contemplated by this agreement $8,667,822 in Plan assets, representing the account balances of these employees, were transferred during 1995 to a similar plan maintained by CMSS, the CMSS Savings Plan. Transfer to the First Data Corporation Incentive Savings Plan On May 6, 1994, The Boston Company (TBC), a wholly owned subsidiary of Mellon Bank Corporation, and The Shareholders Services Group (TSSG) entered into a Transition Agreement as part of a sale of certain businesses by TBC to TSSG. As required by this agreement, $738,401 in assets of certain participants in the Plan were transferred during 1995 to a plan sponsored by TSSG's parent company, the First Data Corporation Incentive Savings Plan. F-14 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, 1995
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E -------- ---------------------------- ----------------------------- ------------ ------------- IDENTITY OF ISSUE, BORROWER, LESSOR OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST CURRENT VALUE ---------------------------- ----------------------------- ------------ ------------- COMMON/COLLECTIVE TRUST FUNDS * Mellon Bank, N.A. EB Temporary Investment $ 65,914,890 65,914,890 * Mellon Bank, N.A. EB MBA Government Corporate Bond Index 17,119,045 18,636,937 * Mellon Bank, N.A. EB Stock Index 52,470,484 97,779,255 * Mellon Bank, N.A. EB Intermediate Bond 17,967,263 18,738,157 * Mellon Bank, N.A. EB Stock 39,496,262 60,352,721 ------------ ----------- Total common/collective trust funds 192,967,944 261,421,960 COMMON STOCK * Mellon Bank Corporation Mellon Bank Corporation common stock 49,416,248 95,060,713 ------------ ----------- Total common stock 49,416,248 95,060,713 LOANS * Participant loans Participant loans with various rates of interest from 11.74% to 13.20% and various maturity dates through 2005 0(1) 8,710,727 ------------ ----------- Total loans 0 8,710,727 ------------ ----------- Total investments $242,384,192 365,193,400 ============ ===========
- -------- *Party-in-interest (1) The cost of participant loans is $-0- as indicated in the instructions to the Form 5500--Item 27(a). F-15 SCHEDULE 2 MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN EIN: 25-1233834 PLAN NUMBER: 001 ITEM 27(D)--REPORTABLE TRANSACTIONS--SINGLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1995
SINGLE TRANSACTIONS INVOLVING AN AMOUNT IN EXCESS OF FIVE PERCENT OF THE CURRENT VALUE OF PLAN ASSETS COLUMN A COLUMN B COLUMN C COLUMN D COLUMN G COLUMN H COLUMN I ------------------- ------------------------ -------------- ------------- ------------- ------------- --------- CURRENT VALUE OF ASSET ON IDENTITY OF TRANSACTION NET GAIN PARTY INVOLVED DESCRIPTION OF ASSETS PURCHASE PRICE SELLING PRICE COST OF ASSET DATE OR (LOSS) ------------------- ------------------------ -------------- ------------- ------------- ------------- --------- Mellon Bank, N.A.-- EB Temporary Investment $60,539,116 N/A 60,539,116 60,539,116 N/A Trust Department Fund Mellon Bank, N.A.-- EB Temporary Investment N/A 60,471,279 60,471,279 60,471,279 -- Trust Department Fund
- -------- Note 1: Columns E (Lease/Rental) and F (Expense Incurred with Transaction) have been omitted because there is no information to report. N/A--Not applicable F-16 SCHEDULE 3 MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN EIN: 25-1233834 PLAN NUMBER: 001 ITEM 27(D)--REPORTABLE TRANSACTIONS--SERIES TRANSACTIONS YEAR ENDED DECEMBER 31, 1995
SERIES TRANSACTIONS, WHEN AGGREGATED, INVOLVING AN AMOUNT IN EXCESS OF FIVE PERCENT OF THE CURRENT VALUE OF PLAN ASSETS TOTAL TOTAL DOLLAR IDENTITY OF NUMBER OF NUMBER OF DOLLAR VALUE VALUE NET GAIN PARTY INVOLVED DESCRIPTION OF ASSETS PURCHASES SALES OF PURCHASES OF SALES OR (LOSS) ------------------- ----------------------- --------- --------- ------------ ----------- --------- Mellon Bank, N.A.-- EB Temporary Investment 503 233 $144,886,052 148,078,938 -- Trust Department Fund Mellon Bank, N.A.-- EB Intermediate Bond N/A 3 N/A 14,405,051 26,556 Trust Department Fund Mellon Bank, N.A.-- EB Stock Fund 4 N/A 13,954,864 N/A N/A Trust Department
- -------- N/A--Not applicable F-17 [LOGO] KPMG Peat Marwick LLP One Mellon Bank Center Telephone 412 391 9710 Telefax 412 391 8963 Pittsburgh, PA 15219 Telex 7106642199 PMM & CO PGH CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The Board of Directors Mellon Bank Corporation: We consent to incorporation by reference in the Registration Statement (No. 33-23635) on Form S-8 of Mellon Bank Corporation of our report dated June 10, 1996, that is included in the December 31, 1995 Annual Report on Form 11-K of the Mellon Bank Corporation Retirement Savings Plan. /s/ KPMG Peat Marwick LLP June 25, 1996 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 27, 1995 -----END PRIVACY-ENHANCED MESSAGE-----