-----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, XF7IzkNjfreVFnmj3e4R/BKEBQFLKiZDkMliMPa6DP91ZiGBrWFGQRK8Obd5orIK XTk7p8wXN+vdVss19UBBnQ== 0000004962-94-000014.txt : 19940623 0000004962-94-000014.hdr.sgml : 19940623 ACCESSION NUMBER: 0000004962-94-000014 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19940622 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN EXPRESS CO CENTRAL INDEX KEY: 0000004962 STANDARD INDUSTRIAL CLASSIFICATION: 6211 IRS NUMBER: 134922250 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-15607 FILM NUMBER: 94535153 BUSINESS ADDRESS: STREET 1: AMERICAN EXPRESS TWR STREET 2: WORLD FINANCIAL CTR CITY: NEW YORK STATE: NY ZIP: 10285 BUSINESS PHONE: 2126402000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN EXPRESS CO CENTRAL INDEX KEY: 0000004962 STANDARD INDUSTRIAL CLASSIFICATION: 6211 IRS NUMBER: 134922250 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: AMERICAN EXPRESS TWR STREET 2: WORLD FINANCIAL CTR CITY: NEW YORK STATE: NY ZIP: 10285 BUSINESS PHONE: 2126402000 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Mellon Bank Corporation (Name of issuer) Common Stock, $.50 par value (Title of class of securities) 585509102 (CUSIP number) Louise M. Parent, Esq. American Express Company American Express Tower World Financial Center New York, New York 10285 (212) 640-2000 (Name, address and telephone number of person authorized to receive notices and communications) May 27, 1994 (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 because of Rule 13d-1(b)(3) or (4), check the following line ---- Check the following line if a fee is being paid with this statement ---- SCHEDULE 13D CUSIP NO. 585509102 1) NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS American Express Company 13-4922250 2) CHECK THE APPROPRIATE LINE IF A MEMBER OF A GROUP (A) ---- (B) ---- 3) SEC USE ONLY 4) SOURCE OF FUNDS OO 5) CHECK LINE IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ---- 6) CITIZENSHIP OR PLACE OF ORGANIZATION New York 7) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 5,502,466 8) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER 13,200 9) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER 5,500,000 10) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER 18,878 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,518,878 12) CHECK LINE IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ---- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.67% 14) TYPE OF REPORTING PERSON HC, CO 2 SCHEDULE 13D CUSIP NO. 585509102 1) NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS American Express Travel Related Services Company, Inc. 13-3133497 2) CHECK THE APPROPRIATE LINE IF A MEMBER OF A GROUP (A) ---- (B) ---- 3) SEC USE ONLY 4) SOURCE OF FUNDS OO 5) CHECK LINE IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ---- 6) CITIZENSHIP OR PLACE OF ORGANIZATION New York 7) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 5,500,000 8) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER -0- 9) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER 5,500,000 10) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER -0- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,500,000 12) CHECK LINE IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ---- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.64% 14) TYPE OF REPORTING PERSON CO 3 Item 1. Security and Issuer. No change. Item 2. Identity and Background. (a)-(c), (f) This Statement is filed by American Express Company ("American Express") and its wholly-owned subsidiary, American Express Travel Related Services Company, Inc. ("TRS"), each of which is a New York corporation. The principal business of American Express is providing travel related services, investors diversified financial services and international banking services throughout the world. The principal business of TRS is providing travel related services. The address of the principal business and principal office for both American Express and TRS is American Express Tower, World Financial Center, New York, New York 10285. The name, residence or business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, and citizenship, of each executive officer and director of American Express and TRS are set forth in Exhibits 1 and 2, respectively, and are incorporated herein by reference. (d), (e) Neither American Express, TRS, nor, to the best of their knowledge, any of the current directors or executive officers of American Express or TRS, have during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Pursuant to an Agreement, dated May 27, 1994, between American Express and TRS, a copy of which is filed as Exhibit 4 hereto and incorporated by reference herein, American Express agreed to transfer certain assets to TRS. These assets included 2,500,000 shares of Common Stock, warrants to purchase up to 3,000,000 shares of Common Stock (the "Warrants") and the rights of American Express under a Registration Rights Agreement, dated May 21, 1993, between Shearson Lehman Brothers Inc. and Mellon Bank Corporation. TRS will have the benefits of, and be bound by the restrictions described in, Exhibits 4, 5, 6, 7 and 8 listed in Item 7 to the Schedule 13D dated June 30, 1993, with respect to the Common Stock. In exchange for this transfer, TRS issued to American Express 5,180 shares of its 7% Redeemable Preferred Shares, Series A. At May 27, 1994, certain indirect subsidiaries of American Express (the "Managing Subsidiaries") held 18,878 shares of Common Stock. American Express and TRS disclaim beneficial ownership of the shares held by the Managing Subsidiaries. The Managing Subsidiaries purchased the shares of Common Stock held by them in the ordinary course of managing investment portfolios or trading on behalf of third parties and obtained the funds for such purchases from these third parties. 4 Item 4. Purpose of Transaction. All the shares of Common Stock that are held directly by TRS have been acquired for investment purposes. All shares of Common Stock referred to in this statement that are held by the Managing Subsidiaries were acquired by the Managing Subsidiaries for investment purposes on behalf of third parties in the ordinary course of managing investment portfolios or trading for these third parties. Subject to the restrictions set forth in Item 3 above, TRS, the Managing Subsidiaries, as well as other subsidiaries of TRS may, from time to time, sell some or all of the shares of Common Stock in the open market, in private transactions or underwritten offerings, or hold shares of Common Stock as part of their own investment portfolio or in accounts which are managed on behalf of third parties. TRS and the Managing Subsidiaries intend to review their investments in the Issuer periodically and depending on their assessment of relevant factors (including general economic and market conditions, matters relating to the Issuer's business prospects and financial condition and the market for its securities, and matters relating to TRS) may determine from time to time to acquire additional securities of the Issuer or to dispose of any or all of the shares of Common Stock or Warrants. Except as described above, neither American Express, TRS, nor, to the best of their knowledge, any of their subsidiaries, have any present plans or proposals which relate to or would result in any of the transactions or events described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) As of May 27, 1994, American Express through TRS beneficially owned 5,500,000 shares of Common Stock, including 3,000,000 shares of Common Stock subject to the Warrants, representing in the aggregate approximately 8.64% of the outstanding shares of Common Stock. In addition, the Managing Subsidiaries held 18,878 shares of Common Stock, representing in the aggregate approximately 0.03% of the outstanding shares of Common Stock. On May 31, 1994, American Express completed a spinoff of Lehman Brothers Holdings Inc. ("LBHI") through a special dividend of LBHI common stock. As of May 31, 1994, the Managing Subsidiaries no longer included subsidiaries of LBHI and, accordingly, as of such date, the amount of Common Stock held by the Managing Subsidiaries was reduced to 2,064 shares of Common Stock. As of May 27, 1994, Richard M. Furlaud, a Director of American Express, beneficially owned 2,000 shares of Common Stock and as of June 17, 1994, he beneficially owned 2,500 shares of Common Stock. Except for Mr. Furlaud, as of May 27, 1994, and as of June 17, 1994, to the best knowledge of American Express and TRS, none of the executive officers or directors of American Express or TRS, respectively, beneficially owned shares of Common Stock. (b) As of May 27, 1994, TRS had the sole power to vote or direct the vote, and to dispose or direct the disposition, of 5,500,000 shares of Common Stock beneficially owned by it, subject to the agreements contained in Exhibits 4, 5, 6, 7 and 8 listed in Item 7 of the Schedule 13D dated June 30, 1993. The Managing Subsidiaries have sole power to vote or direct the vote of 2,466 shares of Common Stock. Voting and dispositive power is shared between the Managing Subsidiaries and their customers with respect to 13,200 and 18,878 shares of Common Stock, respectively, in the ordinary course of managing investment portfolios on behalf of such customers. 5 (c) Except as described in Item 3 or as set forth in Exhibit 3 hereto, which is incorporated herein by reference, neither American Express, TRS, nor, to the best of their knowledge, the Managing Subsidiaries or any director or executive officer of American Express or TRS, has effected any transaction in the shares of Common Stock during the past 60 days. (d) Neither American Express, TRS, nor, to the best of their knowledge, any of their executive officers or directors, knows of any other persons who have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by American Express. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except as described in Item 3 (including the exhibits to the Schedule 13D dated June 30, 1993, mentioned therein) and Item 5(b) above, none of American Express, TRS or, to the best of their knowledge, any of the executive officers or directors of American Express or TRS, have any contracts, arrangements, understandings or relationships (legal or otherwise) with each other or with any other person with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the shares of the Common Stock, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. 1. Information with respect to executive officers and directors of American Express Company. 2. Information with respect to executive officers and directors of American Express Travel Related Services Company, Inc. 3. Purchases and sales of common stock of Mellon Bank Corporation since March 29, 1994. 4. Agreement dated May 27, 1994, between American Express Company and American Express Travel Related Services Company, Inc. 5. Schedule 13D dated June 30, 1993 with respect to the Common Stock, filed pursuant to Item 101(a)(2)(ii) of Regulation S-T without exhibits. 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: June 21, 1994 AMERICAN EXPRESS COMPANY By: /s/ Stephen P. Norman ----------------------------- Name: Stephen P. Norman Title: Secretary 7 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: June 21, 1994 AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC. By: /s/ Stephen P. Norman ------------------------------------ Name: Stephen P. Norman Title: Secretary 8 EXHIBIT INDEX EXHIBIT 1. Information with respect to executive officers and directors of American Express Company. 2. Information with respect to executive officers and directors of American Express Travel Related Services Company, Inc. 3. Purchases and sales of common stock of Mellon Bank Corporation since March 29, 1994. 4. Agreement dated May 27, 1994, between American Express Company and American Express Travel Related Services Company, Inc. 5. Schedule 13D dated June 30, 1993 with respect to the Common Stock, filed pursuant to Item 101(a)(2)(ii) of Regulation S-T without exhibits. 9 EXHIBIT 1 INFORMATION WITH RESPECT TO EXECUTIVE OFFICERS AND DIRECTORS OF AMERICAN EXPRESS The following information sets forth the name, business address and present principal occupation of each of the directors and executive officers of American Express. Except as indicated below, the business address of each director and executive officer of American Express is American Express Tower, World Financial Center, New York, New York 10285. Each of the directors and executive officers of American Express, with the exception of David M. Culver and F. Ross Johnson who are citizens of Canada, is a citizen of the United States. BUSINESS ADDRESS AND PRESENT NAME PRINCIPAL OCCUPATION Anne L. Armstrong Chairman of the Board of Trustees Center for Strategic and International Studies P.O. Box 1358 Kingsville, Texas 78363 William G. Bowen President The Andrew W. Mellon Foundation 140 East 62nd Street New York, New York 10021 David M. Culver Chairman CAI Capital Corporation 3429 Drummond Street Suite 200 Montreal, Canada H3G 1X6 Charles W. Duncan Jr. Duncan Interests 600 Travis 61st Floor Houston, Texas 77002-3007 Richard M. Furlaud Chairman of the Executive Committee American Express Company Harvey Golub Chairman of the Board and Chief Executive Officer American Express Company 10 Beverly Sills Greenough Chairman Lincoln Center for the Performing Arts 211 Central Park West Apt. 4F New York, New York 10024 F. Ross Johnson Chairman and Chief Executive Officer RJM Group 200 Galleria Parkway, N.W. Suite 970 Atlanta, Georgia 30339 Vernon E. Jordan Jr. Senior Partner Akin, Gump, Strauss, Hauer & Feld, L.L.P. 1333 New Hampshire Avenue, N.W. Suite 400 Washington, D.C. 20036 Henry A. Kissinger Chairman Kissinger Associates, Inc. 350 Park Avenue New York, New York 10022 Drew Lewis Chairman and Chief Executive Officer Union Pacific Corporation Martin Tower Eighth and Eaton Avenues Bethlehem, Pennsylvania 18018 Aldo Papone Senior Advisor American Express Company Roger S. Penske Chairman and Chief Executive Officer Detroit Diesel Corporation 13400 Outer Drive West Detroit, Michigan 48239 Frank P. Popoff Chairman and Chief Executive Officer The Dow Chemical Company 2030 Dow Center Midland, Michigan 48674 Jeffrey E. Stiefler President American Express Company 11 EXECUTIVE OFFICERS OF AMERICAN EXPRESS WHO ARE NOT DIRECTORS BUSINESS ADDRESS AND PRESENT NAME PRINCIPAL OCCUPATION Roger H. Ballou President, Travel Services Group, U.S.A. American Express Travel Related Services Company, Inc. Kenneth I. Chenault President, U.S.A. American Express Travel Related Services Company, Inc. Steven D. Goldstein President and Chief Executive Officer American Express Bank Ltd. R. Craig Hoenshell President, Travel Related Services, International American Express Travel Related Services Company, Inc. David R. Hubers President and Chief Executive Officer IDS Financial Corporation IDS Tower 10 Minneapolis, Minnesota 55440 Joseph W. Keilty Executive Vice President American Express Company Jonathan S. Linen Vice Chairman American Express Company Michael P. Monaco Executive Vice President, Chief Financial Officer and Treasurer American Express Company Louise M. Parent Executive Vice President and General Counsel American Express Company Thomas Schick Executive Vice President American Express Company Jeffrey E. Stiefler President American Express Company 12 EXHIBIT 2 INFORMATION WITH RESPECT TO EXECUTIVE OFFICERS AND DIRECTORS OF TRS The following information sets forth the name, business address and present principal occupation of each of the directors and executive officers of TRS. The business address of each director and executive officer of TRS is American Express Tower, World Financial Center, New York, New York 10285. Each of the directors and executive officers of TRS is a citizen of the United States. BUSINESS ADDRESS AND PRESENT NAME PRINCIPAL OCCUPATION Harvey Golub Chairman and Chief Executive officer American Express Travel Related Services Company, Inc. Kenneth I. Chenault President, U.S.A. American Express Travel Related Services Company, Inc. Walter S. Berman Executive Vice President and Chief Financial Officer American Express Travel Related Services Company, Inc. Bernard J. Hamilton Executive Vice President and Chief of Staff American Express Travel Related Services Company, Inc. Andrew B. Somers Executive Vice President and General Counsel American Express Travel Related Services Company, Inc. 13 EXECUTIVE OFFICERS OF TRS WHO ARE NOT DIRECTORS BUSINESS ADDRESS AND PRESENT NAME PRINCIPAL OCCUPATION Roger H. Ballou President, Travel Services Group, U.S.A. American Express Travel Related Services Company, Inc. R. Craig Hoenshell President, Travel Related Services, International American Express Travel Related Services Company, Inc. Bonnie J. Stedt Executive Vice President, Human Resources American Express Travel Related Services Company, Inc. 14 EX-3 2 EXHIBIT 3 PURCHASES AND SALES OF COMMON STOCK OF MELLON BANK CORPORATION SINCE MARCH 29, 1994 I. Purchases* Purchase Price Per Share No. of Shares Name of Entity (Excluding of Common Stock or Person Purchase Date Commissions) Purchased Mr. Furlaud 4/13/94 $55.375 2,000 6/8/94 $58.875 500 IDS Financial 5/3/94 $56.30 197 Corporation II. Other Purchases and Sales* See the attached Schedule A for purchases and sales made by Lehman Brothers Inc. for clients during the past 60 days. ______________________ * All purchases and sales were made in brokerage transactions on the New York Stock Exchange ("NYSE"), unless otherwise indicated. Schedule A ----------- Purchases and Sales made by Lehman Brothers Inc. ------------------------------------------------ CUSIP: 585509102000 Security Description: Mellon Bank Corp.
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Date # Shares Bought # Shares Sold Price Per Where & How Transacted Account Number - ----------- --------------- ------------- --------- ---------------------- ----------------------- Share ----- 04/04/94 0 200 55.25 NYSE ROUND LOT 00002-00211573-01-1-USD 04/05/94 0 100 55.25 NYSE ROUND LOT 00002-00215314-01-6-USD 100 0 55.25 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD 04/06/94 0 200 55.125 NYSE ROUND LOT 00002-00211573-01-1-USD 200 0 55.25 NYSE ROUND LOT 00002-00211573-01-1-USD 04/07/94 2,000 0 56.50 NYSE ROUND LOT 00002-00211157-01-3-USD 04/11/94 400 0 58.00 NYSE ROUND LOT 00002-00211573-01-1-USD 04/12/94 0 200 58.625 NYSE ROUND LOT 00002-00211573-01-1-USD 04/13/94 0 200 58.25 NYSE ROUND LOT 00002-00211573-01-1-USD 04/14/94 200 0 58.375 NYSE ROUND LOT 00002-00211573-01-1-USD 04/15/94 21,300 0 55.00 EXER-ASSIGNMENT 00002-00211521-01-0-USD 0 200 58.25 NYSE ROUND LOT 00002-00211525-01-1-USD 400 0 58.375 NYSE ROUND LOT 00002-00211525-01-1-USD 2,800 0 58.50 NYSE ROUND LOT 00002-00211525-01-1-USD 0 200 58.75 NYSE ROUND LOT 00002-00211573-01-1-USD 0 2,700 58.50 NYSE ROUND LOT 00002-00211580-01-6-USD 0 200 58.125 NYSE ROUND LOT 00002-00215314-01-6-USD 200 0 58.125 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD 04/18/94 0 200 58.25 NYSE ROUND LOT 00002-00211525-01-1-USD 0 400 58.375 NYSE ROUND LOT 00002-00211525-01-1-USD 0 200 58.625 NYSE ROUND LOT 00002-00211525-01-1-USD 0 200 58.75 NYSE ROUND LOT 00002-00211525-01-1-USD CUSIP: 585509102000 Security Description: Mellon Bank Corp. 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Date # Shares Bought # Shares Sold Price Per Where & How Transacted Account Number - ----------- --------------- ------------- --------- ---------------------- ----------------------- Share ----- 0 200 59.00 NYSE ROUND LOT 00002-00211525-01-1-USD 0 200 59.375 NYSE ROUND LOT 00002-00211525-01-1-USD 10,000 0 59.75 NYSE ROUND LOT 00002-00215382-01-3-USD 0 10,000 59.75 NYSE W.I. *NOT IN USE* 00002-00215382-01-3-USD 04/19/94 0 22,500 58.25 NYSE ROUND LOT 00002-00211521-01-0-USD 7,700 0 58.50 NYSE W.I. *NOT IN USE* 00002-00211566-01-5-USD 3,500 0 58.50 NYSE ROUND LOT 00002-00215314-01-6-USD 6,500 0 58.625 NYSE ROUND LOT 00002-00215314-01-6-USD 0 10,000 58.581 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD 04/20/94 0 200 58.125 NYSE ROUND LOT 00002-00211525-01-1-USD 0 200 58.25 NYSE ROUND LOT 00002-00211525-01-1-USD 0 7,700 58.625 NYSE ROUND LOT 00002-00211566-01-5-USD 400 0 57.875 NYSE ROUND LOT 00002-00211573-01-1-USD 600 0 58.00 NYSE ROUND LOT 00002-00211573-01-1-USD 200 0 58.125 NYSE ROUND LOT 00002-00211573-01-1-USD 04/21/94 200 0 57.75 NYSE ROUND LOT 00002-00211573-01-1-USD 04/25/94 0 200 56.75 NYSE ROUND LOT 00002-00211525-01-1-USD 04/26/94 0 3,400 56.00 CINCINNATI-MIDWEST CNS 00002-00211508-01-7-USD 1,600 0 56.625 CINCINNATI-MIDWEST CNS 00002-00211508-01-7-USD 1,800 0 56.50 CINCINNATI-MIDWEST CNS 00002-00211508-01-7-USD 0 1,600 56.625 CINCINNATI-MIDWEST CNS 00002-00211516-01-0-USD 0 1,800 56.50 CINCINNATI-MIDWEST CNS 00002-00211516-01-0-USD 3,400 0 56.5588 NYSE W.I. *NOT IN USE* 00002-00211516-01-0-USD 0 100 55.75 NYSE ROUND LOT 00002-00211525-01-1-USD 0 100 56.00 NYSE ROUND LOT 00002-00211525-01-1-USD 0 16,000 55.625 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD 1,600 0 55.625 NYSE ROUND LOT 00002-00215314-01-6-USD 0 16,000 55.625 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD 0 1,600 55.625 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD 04/28/94 0 200 55.875 NYSE ROUND LOT 00002-00211517-01-8-USD 0 200 55.875 NYSE ROUND LOT 00002-00211517-01-8-USD 0 200 55.75 NYSE ROUND LOT 00002-00211517-01-8-USD 0 200 55.75 NYSE ROUND LOT 00002-00211517-01-8-USD CUSIP: 585509102000 Security Description: Mellon Bank Corp. 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Date # Shares Bought # Shares Sold Price Per Where & How Transacted Account Number - ----------- --------------- ------------- --------- ---------------------- ----------------------- Share ----- 0 200 55.625 NYSE ROUND LOT 00002-00211517-01-8-USD 0 200 55.75 NYSE ROUND LOT 00002-00211517-01-8-USD 800 0 55.8125 NYSE W.I. *NOT IN USE* 00002-00211517-01-8-USD 400 0 55.6875 NYSE W.I. *NOT IN USE* 00002-00211517-01-8-USD 0 800 55.8125 NYSE W.I. *NOT IN USE* 00002-00211525-01-1-USD 0 400 55.6875 NYSE W.I. *NOT IN USE* 00002-00211573-01-1-USD 04/29/94 0 200 55.625 NYSE ROUND LOT 00002-00211573-01-1-USD 0 200 55.875 NYSE ROUND LOT 00002-00211573-01-1-USD 05/02/94 0 100 55.625 NYSE ROUND LOT 00002-00211573-01-1-USD 0 100 55.75 NYSE ROUND LOT 00002-00211573-01-1-USD 05/03/94 0 2,000 56.00 NYSE ROUND LOT 00002-00211157-01-3-USD 0 200 56.00 NYSE ROUND LOT 00002-00211573-01-1-USD 0 200 56.25 NYSE ROUND LOT 00002-00211573-01-1-USD 40 0 56.04 NYSE W.I. *NOT IN USE* 00310-31028026-01-8-USD 86 0 56.04 NYSE W.I. *NOT IN USE* 00310-31029412-01-9-USD 608 0 56.04 NYSE W.I. *NOT IN USE* 00399-39912556-01-6-USD 05/04/94 0 2,000 56.125 OTC AGENCY STOCK 00002-00211572-01-3-USD 05/05/94 0 1,500 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD 0 3,000 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD 0 3,000 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD 0 300 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD 0 75 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD 0 60 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD 0 1,500 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD 0 3,000 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD 0 3,000 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD 0 300 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD 0 75 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD 0 60 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD 05/09/94 0 2,000 56.125 OTC AGENCY STOCK 00002-00211572-01-3-USD 05/12/94 13 0 56.125 NYSE ODD LOT 00002-00211517-01-8-USD 100 0 56.125 NYSE ROUND LOT 00002-00211517-01-8-USD 0 113 56.125 NYSE W.I. *NOT IN USE* 00002-00211517-01-8-USD CUSIP: 585509102000 Security Description: Mellon Bank Corp. Trans. Date # Shares Bought # Shares Sold Price Per Where & How Transacted Account Number - ----------- --------------- ------------- --------- ---------------------- ----------------------- Share ----- 05/16/94 4,000 0 56.00 NYSE W.I. *NOT IN USE* 00002-00211582-01-2-USD 50,000 0 56.00 NYSE ROUND LOT 00002-00215314-01-6-USD 0 252,800 56.00 NYSE ROUND LOT 00002-00215314-01-6-USD 0 18 56.00 NYSE ODD LOT 00002-00215314-01-6-USD 203,535 0 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD 15,110 0 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD 15,000 0 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD 2,034 0 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD 2,034 0 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD 69 0 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD 5,036 0 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD 10,000 0 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD 0 50,000 56.00 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD 142,800 0 56.00 NYSE ROUND LOT 00002-00215361-01-7-USD 0 1,200 56.00 NYSE ROUND LOT 00002-00215361-01-7-USD 0 3,000 56.125 NYSE ROUND LOT 00002-00215361-01-7-USD 0 138,600 56.00 NYSE ROUND LOT 00002-00215361-01-7-USD 0 10,000 56.00 NYSE W.I. *NOT IN USE* 00002-00215384-01-9-USD 10,000 0 56.00 NYSE ROUND LOT 00002-00215384-01-9-USD 05/17/94 2,600 0 56.00 NYSE ROUND LOT 00002-00215375-01-7-USD 17,400 0 56.125 NYSE ROUND LOT 00002-00215375-01-7-USD 5,000 0 57.00 NYSE ROUND LOT 00002-00215375-01-7-USD 0 5,000 56.287 NYSE W.I. *NOT IN USE* 00002-00215375-01-7-USD 0 7,500 56.287 NYSE W.I. *NOT IN USE* 00002-00215375-01-7-USD 0 8,000 56.287 NYSE W.I. *NOT IN USE* 00002-00215375-01-7-USD 0 2,000 56.287 NYSE W.I. *NOT IN USE* 00002-00215375-01-7-USD 0 1,000 56.287 NYSE W.I. *NOT IN USE* 00002-00215375-01-7-USD 0 1,500 56.287 NYSE W.I. *NOT IN USE* 00002-00215375-01-7-USD 05/18/94 13,100 0 57.00 NYSE ROUND LOT 00002-00215375-01-7-USD 2,500 0 57.125 NYSE ROUND LOT 00002-00215375-01-7-USD 3,700 0 57.25 NYSE ROUND LOT 00002-00215375-01-7-USD 700 0 56.875 NYSE ROUND LOT 00002-00215375-01-7-USD 0 2,000 57.0575 NYSE W.I. *NOT IN USE* 00002-00215375-01-7-USD 0 7,500 57.0575 NYSE W.I. *NOT IN USE* 00002-00215375-01-7-USD 0 7,500 57.0575 NYSE W.I. *NOT IN USE* 00002-00215375-01-7-USD 0 1,000 57.0575 NYSE W.I. *NOT IN USE* 00002-00215375-01-7-USD CUSIP: 585509102000 Security Description: Mellon Bank Corp. Trans. Date # Shares Bought # Shares Sold Price Per Where & How Transacted Account Number - ----------- --------------- ------------- --------- ---------------------- ----------------------- Share ----- 0 2,000 57.0575 NYSE W.I. *NOT IN USE* 00002-00215375-01-7-USD 05/19/94 0 200 57.50 NYSE ROUND LOT 00002-00211582-01-2-USD 05/20/94 0 700 57.25 NYSE ROUND LOT 00002-00211582-01-2-USD 0 2,200 57.625 NYSE ROUND LOT 00002-00211582-01-2-USD 05/23/94 0 200 56.375 NYSE ROUND LOT 00002-00211582-01-2-USD 0 200 56.50 NYSE ROUND LOT 00002-00211582-01-2-USD 0 300 56.625 NYSE ROUND LOT 00002-00211582-01-2-USD 05/24/94 0 200 57.75 NYSE ROUND LOT 00002-00211582-01-2-USD 20,000 0 57.75 NYSE ROUND LOT 00002-00215314-01-6-USD 0 20,000 57.75 NYSE W.I. *NOT IN USE* 00002-00215314-01-6-USD 05/27/94 1,000 0 57.875 NYSE W.I. *NOT IN USE* 00002-00215382-01-3-USD 0 1,000 57.875 NYSE ROUND LOT 00002-00215382-01-3-USD
EX-4 3 EXHIBIT 4 AGREEMENT --------- AGREEMENT (the "Agreement") dated May 27, 1994 by and between AMERICAN EXPRESS COMPANY ("AXP") and AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC. ("TRS"). Whereas, AXP wishes to transfer to TRS, and TRS wishes to accept, those certain assets of AXP listed on Appendix A attached hereto and made a part hereof (the "Assets"). Accordingly, in consideration of the mutual agreements, covenants, representations and warranties herein contained, the parties hereby agree as follows: ARTICLE I - TRANSFER OF THE ASSETS ---------------------------------- 1.01. Transfer and Delivery. At the Closing (as defined in Section 1.04), AXP will assign, transfer and deliver to TRS or its permitted assignees, and TRS (or such assignees) shall accept from AXP, all right, title and interest of AXP in and to the Assets, free and clear of all liens, claims, charges, encumbrances and security interests of whatever nature, except as set forth in Appendix A. 1.02. Delivery of Assets. At the Closing, AXP will deliver to TRS (or its permitted assignees) such bills of sale, endorsements, stock powers, assignments and other instruments of transfer and conveyance reasonably satisfactory in form and substance to TRS, and having all requisite stock transfer stamps, if any, attached, required to assign and transfer AXP's interest in the Assets. 1.03. Consideration. At the closing TRS shall issue 5,180 shares of its 7% Redeemable Preferred Shares, Series A (the "Shares") to AXP. The Shares will be issued in fully registered form and registered in the name of AXP or its nominee. Each certificate representing Shares will contain a legend stating that no sale, pledge, hypothecation or other transfer of such Shares shall be made except in a transaction that is not in violation of the Securities Act of 1933, as amended (the "Act"). 1.04. Closing. The closing (the "Closing") will take place in New York, at 10:00 A.M., on the date hereof or at such other date and time as the parties hereto may agree (the "Closing Date"). ARTICLE II - REPRESENTATIONS AND WARRANTIES ------------------------------------------- OF AXP ------ AXP represents and warrants to TRS as follows: 2.01. Title. To the knowledge of AXP, all of the Assets are owned by AXP free and clear of all liens, claims, charges, encumbrances and security interests of whatever nature. 2.02 Due Authorization. AXP is a corporation duly organized, validly existing and in good standing under the laws of the State of New York. AXP has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by AXP have been duly and validly authorized by all necessary corporate action on the part of AXP. This Agreement has been duly executed and delivered by AXP, and (assuming the valid execution by TRS) constitutes a valid and binding agreement of AXP, enforceable against AXP in accordance with its terms, except as such enforceability may be affected by bankruptcy and other similar laws affecting creditors' rights generally and by general principles of equity. 2.03. Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby by AXP will (a) require AXP to file or register with, notify, or obtain any permit, authorization, consent or approval of, any governmental or regulatory authority, except for such filings on Schedules 13D or 13G and such filings under Section 16 of the Securities and Exchange Act of 1934 as may be required; (b) violate or breach any provision of, or constitute a default (or any event that with notice or lapse of time or both would constitute a default) under, any of the terms of any material note, bond, indenture, franchise, license, permit, lease, agreement or other instrument, commitment or obligation to which AXP is a party or by which its properties or assets may be bound; (c) violate any law or statute or any order, writ, injunction, decree, judgment or ruling of any court or governmental authority applicable to AXP or any of its properties or assets; or (d) conflict with or breach any provision of the charter documents or by-laws of AXP. ARTICLE III - REPRESENTATIONS AND WARRANTIES OF TRS --------------------------------------------------- TRS represents and warrants to AXP as follows: 3.01. Due Authorization. TRS is a corporation duly organized, validly existing and in good standing under the laws of the State of New York. TRS has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by TRS have been duly and validly authorized by all necessary corporate action of TRS. This Agreement has been duly executed and delivered by TRS and (assuming the valid execution by AXP), constitutes a valid and binding obligation of TRS, enforceable against it in accordance with its terms, except as such enforceability may be affected by bankruptcy and other similar laws affecting creditors' rights generally and by general principles of equity. 3.02. Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, nor the issuance and delivery of the Shares by TRS will (a) require TRS to file or register with, notify, or obtain any permit, authorization, consent or approval of, any governmental or regulatory authority, except for such (i) filings on Schedules 13D or 13G and such filings under Section 16 of the Securities and Exchange Act of 1934 as may be required and (ii) the filing of the Certificate of Amendment (the "Certificate") with the Department of State of the State of New York and such other consents, approvals, authorizations, registrations, qualifications or filings as may be required under the securities or blue sky laws of any jurisdiction; (b) violate or breach any provision of, or constitute a default (or any event that with notice or lapse of time or both would constitute a default) under, any of the terms of any material note, bond, indenture, franchise, license, permit, lease, agreement or other instrument, commitment or obligation to which TRS is a party or by which its properties or assets may be bound; (c) violate any order, writ, injunction, decree, judgment, law or 2 ruling, of any court or governmental authority applicable to TRS or any of its property or assets; or (d) conflict with or breach any provision of the charter documents or by-laws of TRS. 3.03. Issuance of the Shares. The Shares have been validly authorized and, upon payment therefor, consisting of the sale and transfer of the Assets as provided in this Agreement, will be validly issued and outstanding, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and none of the Shares will be subject to any lien, charge or encumbrance or any other claim of any third party arising out of any act of the Company. When issued, the Shares will have such designation, preference, limitations and relative rights as set forth in the Certificate. 3.04. Certificate of Amendment. Prior to the Closing the Certificate will be filed with the Department of State of the State of New York without modification to the form thereof attached hereto as Exhibit A. ARTICLE IV - COVENANTS ---------------------- 4.01. Notices. Immediately following the Closing: (a) the parties hereto shall notify Mellon Bank Corporation ("Mellon") of the transfer of the Mellon Shares and the Mellon Warrants to TRS, and shall request Mellon to register the Mellon Shares in the name of TRS or its nominee, (b) the parties shall also notify Mellon Bank, N.A. as warrant agent under the Warrant Agreement, of the transfer of the Mellon Warrants and request such agent to register the Mellon Warrants in the name of TRS, (c) the parties shall notify First Data Corporation ("FDC") or its transfer agent of the transfer of the FDC Shares to TRS, and shall request FDC or such transfer agent to register the FDC Shares in the name of TRS or its nominee, (d) AXP shall deliver instructions to Smith Barney Shearson Inc. ("SBS") directing SBS to make payment of AXP's applicable share under the SBS Participation Agreements to an account of TRS or as otherwise instructed by TRS from time to time and (e) the parties shall notify Lehman Brothers Holdings Inc. ("LBH") of the transfer of the LBH Preferred Stock to TRS, and shall request LBH to register the LBH Preferred Stock in the name of TRS or its nominee. 4.02. Transfer of Rights and Obligations. At the Closing, TRS shall become entitled to all AXP's rights and benefits in respect of the Assets. Any dividends or other benefits received by AXP in respect of the Mellon Shares, the FDC Shares, the LBH Preferred Shares and any payments received by AXP on the SBS Participation Agreements on or after the Closing Date shall be for the benefit of TRS, and shall be promptly forwarded to TRS upon any such receipt by AXP. 4.03. The Shares. Until such time that neither AXP nor any subsidiary of AXP no longer owns any Shares, TRS shall not amend, supplement or otherwise modify the Certificate without the prior written consent of AXP. 4.04. Conditions of Closing. TRS and AXP agree that the performance by each party of its obligations hereunder shall be conditioned on and subject to the accuracy on and as if made on the Closing Date of the other party's respective representations and warranties, performance of their respective covenants and other obligations hereunder and to the following conditions: that such party shall have received such documents, certificates and opinions as it may reasonably request and all proceedings taken in connection with the Closing shall be reasonably satisfactory in form and substance to such party and its counsel. 4.05. Private Placement. AXP understands that the Shares have not been registered under the Act and covenants that it has purchased the Shares for its own account and intends to hold the Shares for investment and not for resale. 3 ARTICLE V - MISCELLANEOUS ------------------------- 5.01. Amendment and Modification. This Agreement may be amended, modified or supplemented only by written agreement of the parties hereto. 5.02. Expenses; No Tax Payments. Except as otherwise expressly provided in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party incurring such costs and expenses. 5.03. Additional Assurances. Subject to the terms of this Agreement, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, or advisable to consummate and make effective the transactions contemplated hereby. 5.04. Counterparts. This Agreement may be executed in any number of counterparts, and all such counterparts shall together constitute the same agreement. 5.05. Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. TRS may assign its rights hereunder to purchase any of the Assets to any of its wholly-owned subsidiaries. 5.06. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended, or shall be construed to confer upon or give to any person, firm or corporation other than the parties hereto and their permitted successors and assigns, any rights or remedies under or by reason of this Agreement or of any term, provision, condition, undertaking, warranty, representation or agreement contained herein. 5.07. Notices. Any notice, request, demand or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given (i) upon delivery if delivered by hand or overnight courier, or (ii) upon receipt if given by telecopier or telex, or (iii) three days after being mailed if by registered or certified mail, return-receipt requested, in each case, addressed as follows: (a) If to AXP: American Express Company American Express Tower World Financial Center New York, New York 10285 Telecopy: 212-619-7099 Attn: General Counsel (b) If to TRS: American Express Travel Related Services Company, Inc. American Express Tower World Financial Center New York, New York 10285 Telecopy: 212-640-5423 Attn: General Counsel or such other address as any party shall furnish to the other parties in writing. 4 5.08. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the conflict of laws principles thereof. 5.09. Waiver of Compliance. Any failure of any of the parties to comply with any obligation, covenant, agreement or condition herein may be waived by the party or parties entitled to the benefits thereof, but such waiver or failure to insist upon strict compliance with such obligation,covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. 5.10. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 5.11. Entire Agreement. This Agreement, and the other documents and certificates delivered hereunder, set forth the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and supersede all prior agreements, covenants, representations or warranties, whether oral or written, by any party hereto. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the day and year first above written. AMERICAN EXPRESS COMPANY By: /s/Michael P. Monaco -------------------- Name: Michael P. Monaco Title: Executive Vice President and Chief Financial Officer AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC. By: /s/Walter S. Berman ------------------- Name: Walter S. Berman Title: Executive Vice President and Chief Financial Officer 5 Appendix A ---------- LIST OF ASSETS - -------------- 1. 2,500,000 shares of the Common Stock of Mellon Bank Corporation (the "Mellon Shares"), Warrants to Purchase up to 3,000,000 shares of the Common Stock of Mellon Bank Corporation (the "Mellon Warrants"), the rights of AXP under that certain Registration Rights Agreement dated May 21, 1993, between Shearson Lehman Brothers Inc. and Mellon Bank Corporation (the "Rights Agreement"). 2. A 100% participation interest in all payments received by AXP under that certain Additional Purchase Price-Based on Profit Participation Agreement and that certain Additional Purchase Price Based on Revenue Agreement, each dated as of July 31, 1993, and entered into by and between Smith Barney Shearson Inc. and Lehman Brothers Inc. (the "SBS Participation Agreements"), and assigned as to 92.76% from Lehman Brothers Inc. to AXP. AXP shall retain its rights with respect to delivering joint instructions with Nippon Life Insurance Company and its rights regarding objections, consultations and determinations, including its obligations to Nippon Life. 3. 13,571,000 shares of the Common Stock of First Data Corporation (the "FDC Shares"). 4. 928 shares of the Redeemable Voting Preferred Stock of Lehman Brothers Holdings Inc. ("LBH") and 8,000,000 shares of LBH Cumulative Voting Preferred Stock (collectively, the "LBH Preferred Shares") and the rights of AXP under that certain Purchase and Exchange Agreement dated May 26, 1994, between AXP and LBH, and the rights of AXP under that certain Registration Rights Agreement dated as of May 26, 1994 between AXP and LBH. At the Closing, AXP will deliver to TRS the certificates representing the Mellon Shares, the Mellon Warrants, the FDC Shares and the LBH Preferred Shares, duly endorsed in blank, or accompanied by a stock power or other proper instrument of assignment duly executed in blank and (b) an assignment in proper form assigning payments received under the SBS Participation Agreements. 6 EX-5 4 EXHIBIT 5 _________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Mellon Bank Corporation _______________________ (Name of issuer) Common Stock, $.50 par value ____________________________ (Title of class of securities) 585509102 _________ (CUSIP number) Louise M. Parent, Esq. American Express Company American Express Tower World Financial Center New York, New York 10285 (212) 640-2000 ________________________________________________________ (Name, address and telephone number of person authorized to receive notices and communications) June 30, 1993 _____________________________ (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 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 _____ SCHEDULE 13D CUSIP NO. 585509102 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON _________________________________________________ American Express Company 13-4922250 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP _________________________________________________ (A) _____ (B) _____ 3) SEC USE ONLY ____________ 4) SOURCE OF FUNDS _______________ WC, OO 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 7) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON ____________________________________________________________ WITH SOLE VOTING POWER ______________________ 5,501,668 8) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON ____________________________________________________________ WITH SHARED VOTING POWER ________________________ 697 9) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON ____________________________________________________________ WITH SOLE DISPOSITIVE POWER ___________________________ 5,512,303 10) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON ____________________________________________________________ WITH SHARED DISPOSITIVE POWER _____________________________ 852,317 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON ____________________________________________________________ 6,364,620 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ______________________________________________________________________ _____ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) __________________________________________________ 9.6% 14) TYPE OF REPORTING PERSON ________________________ HC, CO Item 1. Security and Issuer. ___________________ The class of equity securities to which this statement relates is the common stock, $.50 par value (the "Common Stock"), of Mellon Bank Corporation (the "Issuer"), a Pennsylvania corporation. The principal executive offices of the Issuer are located at One Mellon Bank Center, Pittsburgh, Pennsylvania 15258. Item 2. Identity and Background. _______________________ (a)-(c), (f) This Statement is filed by American Express Company ("American Express"), a New York corporation. The principal business of American Express is providing travel related services, investors diversified financial services, international banking services and investment services throughout the world. The address of the principal business and principal office of American Express is American Express Tower, World Financial Center, New York, New York 10285. The name, residence or business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, and citizenship, of each executive officer and director of American Express are set forth in Exhibit 1 hereto, which is incorporated herein by reference. (d)(e) Neither American Express, nor, to the best of its knowledge, any of the current directors or executive officers of American Express, have during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. _________________________________________________ On May 21, 1993, Shearson Lehman Brothers Inc. ("Shearson"), an indirect subsidiary of American Express and a broker-dealer registered under Section 15 of the Securities Exchange Act of 1934, received, among other consideration, 2,500,000 shares of Common Stock and 3,000,000 warrants to purchase 3,000,000 shares of Common Stock (the "Warrants"), in connection with the sale to the Issuer by Shearson of its indirect subsidiary, The Boston Company, Inc. On June 30, 1993, American Express purchased all such shares and warrants from Shearson for $168,800,000. American Express obtained the funds for such purchase from its working capital. -3- At June 30, 1993, certain indirect subsidiaries of American Express (the "Managing Subsidiaries") also held 864,620 shares of Common Stock. American Express disclaims beneficial ownership of the shares held by the Managing Subsidiaries. The Managing Subsidiaries purchased the shares of Common Stock held by them in the ordinary course of managing investment portfolios or trading on behalf of third parties and obtained the funds for such purchases from these third parties. Item 4. Purpose of Transaction. ______________________ All the shares of Common Stock that are held directly by American Express have been acquired for investment purposes. All shares of Common Stock referred to in this statement that are held by the Managing Subsidiaries were acquired by the Managing Subsidiaries for investment purposes on behalf of third parties in the ordinary course of managing investment portfolios or trading for these third parties. Subject to the restrictions set forth in Item 6 below, American Express, the Managing Subsidiaries, as well as other subsidiaries of American Express may, from time to time, sell some or all of the shares of Common Stock in the open market, in private transactions or underwritten offerings, or hold shares of Common Stock as part of their own investment portfolio or in accounts which are managed on behalf of third parties. American Express and the Managing Subsidiaries intend to review their investments in the Issuer periodically and depending on their assessment of relevant factors (including general economic and market conditions, matters relating to the Issuer's business prospects and financial condition and the market for its securities, and matters relating to American Express) may determine from time to time to acquire additional securities of the Issuer or to dispose of any or all of the shares of Common Stock or Warrants. Except as described above, neither American Express nor, to the best of its knowledge, any of its subsidiaries, have any present plans or proposals which relate to or would result in any of the transactions or events described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. ____________________________________ (a) As of June 30, 1993, American Express beneficially owned 6,364,620 shares of Common Stock, including 3,000,000 shares of Common Stock subject to the Warrants, 864,352 shares of Common Stock held by the Managing Subsidiaries, and 820 shares of the Issuer's Series B Convertible Preferred Stock convertible into approximately 268 shares of Common Stock held by the Managing Subsidiaries, representing in the aggregate approximately 9.6% of the outstanding shares of Common Stock. As of June 30, 1993, to the best knowledge of American Express, none of the executive officers or directors of American Express beneficially owned shares of Common Stock. -4- (b) As of June 30, 1993, American Express had the sole power to vote or direct the vote, and to dispose or direct the disposition, of 5,500,000 shares of Common Stock beneficially owned by it directly, subject to certain agreements referred to in Item 6 below and incorporated herein by reference. The Managing Subsidiaries have sole power to vote or direct the vote, and dispose of or direct the disposition of, 1,668 and 12,303 shares of Common Stock, respectively. Voting and dispositive power is shared between the Managing Subsidiaries and their customers with respect to 697 and 852,317 shares of Common Stock, respectively, in the ordinary course of managing investment portfolios on behalf of such customers. (c) Except as described in Item 3 or as set forth in Exhibit 2 hereto, which is incorporated herein by reference, neither American Express, nor to the best knowledge of American Express, the Managing Subsidiaries or any director or executive officer of American Express, has effected any transaction in the shares of Common Stock during the past 60 days. (d) Neither American Express, nor, to its best knowledge, any of its executive officers or directors, knows of any other persons who have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by American Express. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with _____________________________________________________________ Respect to Securities of the Issuer. ___________________________________ American Express purchased 2,500,000 shares of Common Stock and 3,000,000 Warrants from Shearson pursuant to a Purchase Agreement dated June 30, 1993 among American Express, Shearson and Shearson Lehman Brothers Holdings Inc. The Purchase Agreement is filed as Exhibit 3 hereto, and is incorporated herein by reference. American Express has entered into a letter agreement with the Issuer dated June 30, 1993, pursuant to which American Express has agreed not to sell 2,500,000 shares of Common Stock and 3,000,000 Warrants prior to July 25, 1993, subject to certain exceptions. The letter agreement is filed as Exhibit 4 hereto, and is incorporated herein by reference. American Express has certain rights relating to the Common Stock and Warrants purchased from Shearson, under a Registration Rights Agreement between Shearson and the Issuer dated May 21, 1993, a Warrant Agreement between the Issuer and Mellon Bank, N.A., as Warrant Agent, dated May 21, 1993, and a Stock Purchase Agreement between the Issuer and Shearson dated September 14, 1992. Copies of such agreements are filed herewith as Exhibits 5, 6, and 7, respectively, and are incorporated herein by reference. American Express has made a commitment to the staff of the Federal Reserve Board not to exercise the Warrants to the extent such exercise would result in American Express owning more than five percent of the outstanding Common Stock (other than shares held in a fiduciary capacity). A copy of a letter confirming such commitment is filed as Exhibit 8 hereto, and is incorporated herein by reference. -5- Except as described in this Item 6 and in Item 5(b) above, neither American Express, nor, to the best knowledge of American Express, any of the executive officers or directors of American Express, has any contracts, arrangements, understandings or relationships (legal or otherwise) with each other or with any other person with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the shares of the Common Stock, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies. Item 7. Material to be Filed as Exhibits. ________________________________ 1. Information with respect to executive officers and directors of American Express Company. 2. Purchases and sales of common stock of Mellon Bank Corporation since April 30, 1993. 3. Purchase Agreement dated June 30, 1993 among Shearson Lehman Brothers Holdings Inc., Shearson Lehman Brothers Inc. and American Express Company. 4. Letter Agreement dated June 30, 1993 between American Express Company and Mellon Bank Corporation. 5. Form of Registration Rights Agreement between Mellon Bank Corporation and Shearson Lehman Brothers Inc. (incorporated by reference from Exhibit 4.6 to Mellon Bank Corporation's Registration Statement on Form S-3, as amended (File No. 33-61822)). 6. Form of Warrant Agreement between Mellon Bank Corporation and Mellon Bank, N.A., as Warrant Agent (incorporated by reference from Exhibit 4.4 to Mellon Bank Corporation's Registration Statement on Form S-3, as amended (File No. 33-61822)). 7. Stock Purchase Agreement dated as of September 14, 1992 by and between Mellon Bank Corporation and Shearson Lehman Brothers Inc. (incorporated by reference from Exhibit 10.15 to Shearson Lehman Brothers Holdings Inc. Annual Report on Form 10-K for the year ended December 31, 1992). 8. Letter from Paul Seader, Assistant General Counsel of American Express Company, to J. Virgil Mattingly, General Counsel of the Federal Reserve Board, dated February 25, 1993, relating to the exercise of certain warrants. -6- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: July 9, 1993 AMERICAN EXPRESS COMPANY By: /s/ Stephen P. Norman _________________________ Name: Stephen P. Norman Title: Secretary -----END PRIVACY-ENHANCED MESSAGE-----