-----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, Nlnt4t0KwPI84esTfTzpUfhUAy67rZXfPczQqThEoICbT0NIPDn6m6h4wGvRQasO KT3PYrt5OByRLX0UgVtGRg== 0000950132-99-000676.txt : 19990810 0000950132-99-000676.hdr.sgml : 19990810 ACCESSION NUMBER: 0000950132-99-000676 CONFORMED SUBMISSION TYPE: S-3DPOS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990722 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: S-3DPOS SEC ACT: SEC FILE NUMBER: 333-38213 FILM NUMBER: 99668515 BUSINESS ADDRESS: STREET 1: ONE MELLON BANK CTR 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 POS AM 1 POST EFFECTIVE AMD. 1 TO FORM S-3 As filed with the Securities and Exchange Commission on July 22, 1999 Registration No. 333-38213 _______________________________________________________________________________ _______________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT Under The Securities Act of 1933 ------------ MELLON BANK CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 25-1233834 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) One Mellon Bank Center 500 Grant Street Pittsburgh, Pennsylvania 15258 412-234-5000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Carl Krasik, Esq. Associate General Counsel and Secretary Mellon Bank Corporation One Mellon Bank Center 500 Grant Street Pittsburgh, Pennsylvania 15258 - 0001 412-234-5222 (Name, address, including zip code, and telephone number, including area code, of agent for service) Approximate date of commencement of proposed sale to the public: As soon as practicable after the Amendment becomes effective. ------------ If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [X] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [_] ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ This Post-Effective Amendment No. 1 is filed pursuant to paragraph (b) of Rule 416 under the Securities Act of 1933 to reflect a change in the amount of securities registered hereunder. On April 20, 1999, Mellon Bank Corporation announced a two-for-one split with respect to its Common Stock, par value $.50 per share (the "Common Stock"), such split to be effected in the form of a stock dividend of one additional share of Common Stock on each share of Common Stock, payable on May 17, 1999, to holders of record of Common Stock at the close of business on May 3, 1999. As a result of the split, an additional 3,834,744 shares of Common Stock are registered hereunder, bringing the total number of shares registered hereunder to 7,834,744. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 16. Exhibits. Exhibit 24.1 Power of Attorney Filed herewith as part of this Post- Effective Amendment No. 1 -2- SIGNATURES MELLON BANK CORPORATION Pursuant to the requirements of the Securities Act of 1933, Mellon Bank Corporation certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on the 22nd day of July, 1999. MELLON BANK CORPORATION By: /s/ Steven G. Elliott ----------------------------- Steven G. Elliott Senior Vice Chairman and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Post- Effective Amendment No. 1 has been signed below by the following persons in the capacities indicated on the 22nd day of July, 1999. By: /s/ Steven G. Elliott ----------------------------- Steven G. Elliott Principal Financial Officer By: /s/ Michael K. Hughey ----------------------------- Michael K. Hughey Chief Accounting Officer MARTIN G. McGUINN, Director and Principal Executive Officer; DWIGHT L. ALLISON, JR., Director; BURTON C. BORGELT, Director; CAROL R. BROWN, Director; FRANK V. CAHOUET, Director; JARED L. COHON, Director; CHRISTOPHER M. CONDRON, Director; J. W. CONNOLLY, Director; CHARLES A. CORRY, Director; IRA J. GUMBERG, Director; PEMBERTON HUTCHINSON, Director; GEORGE W. JOHNSTONE, Director; ROTAN E. LEE, Director; EDWARD J. McANIFF, Director; ROBERT MEHRABIAN, Director; SEWARD PROSSER MELLON, Director; MARK A. NORDENBERG, Director; DAVID S. SHAPIRA, Director; WESLEY W. von SCHACK, Director; JOAB L. THOMAS, Director. By: /s/ Ann M. Sawchuck ----------------------------- Ann M. Sawchuck Attorney-in-fact -3- INDEX TO EXHIBITS Exhibit 24.1 Powers of Attorney for Directors Filed herewith -4- EX-24.1 2 POWER OF ATTORNEY EXHIBIT 24.1 POWER OF ATTORNEY MELLON BANK CORPORATION Know all men by these presents, that each person whose signature appears below constitutes and appoints Carl Krasik, William E. Marquis and Ann M. Sawchuck, and each of them, such person's true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person's name, place and stead, in any and all capacities, to sign any amendment or amendments to any currently filed registration statement or statements under the Securities Act of 1933, as amended, covering shares of Mellon Bank Corporation's (the "Corporation's") Common Stock, to be issued from time to time pursuant to the Corporation's Direct Stock Purchase and Dividend Reinvestment Plan (the "Plan") with respect to the registration of up to four million (4,000,000) additional shares of the Corporation's Common Stock to be issued pursuant to the Plan as a result of the Corporation's two-for-one stock split, effective for record holders as of May 3, 1999, and to sign any and all other amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with any of the above, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and each of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall be effective as of May 18, 1999 and shall continue in full force and effect until revoked by the undersigned in a writing filed with the Secretary of the Corporation. /s/ Martin G. McGuinn /s/ Pemberton Hutchinson - - ------------------------------------ ------------------------------------ Martin G. McGuinn, Pemberton Hutchinson, Director Director and Principal Executive Officer /s/ Dwight L. Allison, Jr. /s/ George W. Johnstone - - ------------------------------------ ------------------------------------ Dwight L. Allison, Jr., George W. Johnstone, Director Director /s/ Burton C. Borgelt /s/ Rotan E. Lee - - ------------------------------------ ------------------------------------ Burton C. Borgelt, Director Rotan E. Lee, Director /s/ Carol R. Brown /s/ Edward J. McAniff - - ------------------------------------ ------------------------------------ Carol R. Brown, Director Edward J. McAniff, Director /s/ Frank V. Cahouet /s/ Robert Mehrabian - - ------------------------------------ ------------------------------------ Frank V. Cahouet, Director Robert Mehrabian, Director /s/ Jared L. Cohon /s/ Seward Prosser Mellon - - ------------------------------------ ------------------------------------ Jared L. Cohon, Director Seward Prosser Mellon, Director /s/ Christopher M. Condron /s/ Mark A. Nordenberg - - ------------------------------------ ------------------------------------ Christopher M. Condron, Mark A. Nordenberg, Director Director /s/ J. W. Connolly /s/ David S. Shapira - - ------------------------------------ ------------------------------------ J. W. Connolly, Director David S. Shapira, Director /s/ Charles A. Corry /s/ Joab L. Thomas - - ------------------------------------ ------------------------------------ Charles A. Corry, Director Joab L. Thomas, Director /s/ Ira J. Gumberg - - ------------------------------------ ------------------------------------ Ira J. Gumberg, Director Wesley W. von Schack, Director -2- POWER OF ATTORNEY MELLON BANK CORPORATION Know all men by these presents, that each person whose signature appears below constitutes and appoints Carl Krasik, William E. Marquis and Ann M. Sawchuck, and each of them, such person's true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person's name, place and stead, in any and all capacities, to sign any amendment or amendments to any currently filed registration statement or statements under the Securities Act of 1933, as amended, covering shares of Mellon Bank Corporation's (the "Corporation's") Common Stock, to be issued from time to time pursuant to the Corporation's Direct Stock Purchase and Dividend Reinvestment Plan (the "Plan") with respect to the registration of up to four million (4,000,000) additional shares of the Corporation's Common Stock to be issued pursuant to the Plan as a result of the Corporation's two-for-one stock split, effective for record holders as of May 3, 1999, and to sign any and all other amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with any of the above, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and each of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall be effective as of June 1, 1999 and shall continue in full force and effect until revoked by the undersigned in a writing filed with the Secretary of the Corporation. /s/ Wesley W. von Schack - - ------------------------------------ Wesley W. von Schack, Director -----END PRIVACY-ENHANCED MESSAGE-----