-----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, r0X/5UQLRlWHopYz5euIFu6rIrxrKXwHmZF1I+h4EIKNIZoKl16vP8iC/gViarXM 5k7FHuCVJEfTGFpJY8vDJw== 0000004962-95-000025.txt : 19950620 0000004962-95-000025.hdr.sgml : 19950620 ACCESSION NUMBER: 0000004962-95-000025 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950619 SROS: BSE SROS: CSX SROS: NYSE SROS: PSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MELLON BANK CORP CENTRAL INDEX KEY: 0000064782 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 251233834 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10752 FILM NUMBER: 95547919 BUSINESS ADDRESS: STREET 1: ONE MELLON BANK CENTER STREET 2: 500 GRANT ST CITY: PITTSBURGH STATE: PA ZIP: 15258-0001 BUSINESS PHONE: 4122345000 FORMER COMPANY: FORMER CONFORMED NAME: MELLON NATIONAL CORP DATE OF NAME CHANGE: 19841014 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN EXPRESS CO CENTRAL INDEX KEY: 0000004962 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134922250 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: AMERICAN EXPRESS TWR STREET 2: WORLD FINANCIAL CTR CITY: NEW YORK STATE: NY ZIP: 10285 BUSINESS PHONE: 2126402000 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Mellon Bank Corporation (Name of Issuer) Common Stock, $.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 9, 1995 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following line ____ Check the following line if a fee is being paid with this statement ____ SCHEDULE 13D CUSIP NO. 585509-10-2 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 Not applicable. 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 0 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 0 10) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER 9,115 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,115 12) CHECK LINE IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ____ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.00622% 14) TYPE OF REPORTING PERSON HC, CO -2- SCHEDULE 13D CUSIP NO. 585509-10-2 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 Not applicable. 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 -0- 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 -0- 10) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER -0- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 12) CHECK LINE IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ____ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14) TYPE OF REPORTING PERSON CO -3- Item 1. Security and Issuer. No change. Item 2. Identity and Background. No changes to Item 2, except for changes to Exhibits 1 and 2. Item 3. Source and Amount of Funds or Other Consideration. On November 15, 1994, the Issuer effected a three-for-two stock split of the Issuer's Common Stock. Prior to the stock split, American Express Travel Related Services Company, Inc. ("TRS") was the direct beneficial owner of 2,500,000 shares of Common Stock of the Issuer and warrants to purchase up to 3,000,000 shares of Common Stock of the Issuer. Following the stock split, TRS was the direct beneficial owner of 3,750,000 shares of Common Stock and warrants to purchase 4,500,000 shares of Common Stock. Pursuant to an Agreement, dated June 9, 1995, between TRS and the Issuer, a copy of which is filed as Exhibit 3 hereto and incorporated by reference herein, TRS sold all of such Common Stock to the Issuer for $158,906,250 and all of such warrants to the Issuer for $54,000,000. At June 9, 1995, certain indirect subsidiaries of American Express (the "Managing Subsidiaries") held 9,115 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. See Item 3. Item 5. Interest in Securities of the Issuer. (a) As of June 9, 1995, the Managing Subsidiaries beneficially owned 9,115 shares of Common Stock representing 0.00622% of the outstanding shares of Common Stock. As of June 9, 1995, 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) Dispositive power is shared between the Managing Subsidiaries and their customers with respect to all 9,115 shares of Common Stock in the ordinary course of managing investment portfolios on behalf of such customers. The Managing Subsidiaries have no power to vote or direct the vote of any shares of Common Stock. -4- (c) Except as described in Item 3 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 the Managing Subsidiaries. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except as described in Item 3 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. -5- 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. Agreement dated June 9, 1995, between American Express Travel Related Services Company, Inc. and the Issuer. -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 19, 1995 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 19, 1995 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. Agreement dated June 9, 1995, between American Express Travel Related Services Company, Inc. and the Issuer. -9- EX-1 2 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 Daniel F. Akerson Chairman of the Board and Chief Executive Officer General Instrument Corporation 181 W. Madison Street 49th Floor Chicago, Illinois 60602 Anne L. Armstrong Chairman of the Board of Trustees Center for Strategic and International Studies P.O. Box 1358 Kingsville, Texas 78364 Edwin L. Artzt Chairman of the Board and Chief Executive Officer The Procter & Gamble Company One Procter & Gamble Plaza Cincinnati, Ohio 45202-3315 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 -10- Charles W. Duncan Jr. Duncan Interests 600 Travis Suite 6100 Houston, Texas 77002-3007 Harvey Golub Chairman of the Board and Chief Executive Officer American Express Company Beverly Sills Greenough Chairman Lincoln Center for the Performing Arts 165 West 65th Street 9th Floor New York, New York 10023 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 26th Floor New York, New York 10022 Drew Lewis Chairman and Chief Executive Officer Union Pacific Corporation 1170 Eighth Avenue 16th Floor Bethlehem, Pennsylvania 18018 Aldo Papone Senior Advisor American Express Company 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 Kenneth I. Chenault Vice Chairman American Express Company President, U.S.A. American Express Travel Related Services Company, Inc. George L. Farr Vice Chairman American Express Company Steven D. Goldstein Chairman 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 American Express 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 Allan Z. Loren Executive Vice President and Chief Information Officer 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 Phillip J. Riese President, Cardmember Financial Services Group American Express Travel Related Services Company, Inc. Chairman American Express Centurion Bank -12- Thomas O. Ryder President, Establishment Services Worldwide American Express Travel Related Services Company, Inc. Thomas Schick Executive Vice President American Express Company Frank L. Skillern President, Consumer Card Group, U.S. American Express Travel Relates Services Company, Inc. Jeffrey E. Stiefler President American Express Company -13- EX-2 3 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 of the Board and Chief Executive Officer American Express Company Kenneth I. Chenault Vice Chairman American Express Company 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. Louise M. Parent Executive Vice President and General Counsel American Express Company -14- EXECUTIVE OFFICERS OF TRS WHO ARE NOT DIRECTORS BUSINESS ADDRESS AND PRESENT NAME PRINCIPAL OCCUPATION 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. -15- EX-3 4 EXHIBIT 3 PURCHASE AGREEMENT dated as of June 9, 1995 between MELLON BANK CORPORATION, a multibank holding company incorporated under the laws of Pennsylvania ("Purchaser") and AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC. ("Seller"), a New York corporation which is a wholly-owned subsidiary of American Express Company, a New York corporation. Pursuant to and on the terms of this Agreement, the Seller desires to sell, and the Purchaser desires to purchase, 3,750,000 shares of the Purchaser's common stock, $0.50 par value (the "Common Stock"), and Warrants to acquire 4,500,000 shares of Common Stock (the "Warrants"). SECTION 1. Sale and Purchase of Common Stock and Warrants. SECTION 1.1. At the Closing. Subject to the terms and conditions of, and in reliance upon the representations and warranties set forth in, this Agreement, Seller agrees to sell to the Purchaser, and Purchaser agrees to purchase from Seller, on the Closing Date at the Purchase Price referred to in Section 1.3., the Common Stock and the Warrants (collectively the "Securities"). SECTION 1.2. Closing. The closing of the purchase and sale of the Securities (the "Closing") shall take place at the offices of Seller, World Financial Center, New York, New York 10285, on the date hereof, or at such other place and date as the parties hereto may agree (the "Closing Date"). At the Closing, Seller shall deliver to Purchaser certificates representing the Common Stock and Warrants, duly endorsed in blank, or accompanied by a stock power or other proper instrument of assignment duly executed in blank, against payment of the Purchase Price to Seller or its order by wire transfer, payable in same day funds. The parties acknowledge that the delivery of the Warrants will be fully satisfied by delivery of a warrant certificate representing the right to purchase 3,000,000 shares of Common Stock since a new warrant certificate was not issued to reflect the three for two split of the Common Stock by the Purchaser in November 1994. SECTION 1.3. Purchase Price. The purchase price for the Common Stock shall be $158,906,250 and the purchase price for the Warrants shall be $54,000,000 (collectively, the "Purchase Price"). SECTION 1.4. Conditions. The Purchaser shall not be obligated to purchase any of the Securities unless Seller shall have delivered to Purchaser certificates representing all the Securities, duly indorsed in blank or accompanied by a stock power or other proper instrument of assignment duly executed in blank, and the Seller shall not be obligated to sell any Securities unless Purchaser shall have delivered the Purchase Price by wire transfer in same day funds. -16- SECTION 2. Representations and Warranties of Seller. Seller represents and warrants to Purchaser as follows: SECTION 2.1. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of New York. Seller has all the requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Seller and constitutes Seller's legal, valid and binding obligation enforceable in accordance with its terms (except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally). SECTION 2.2. The execution, delivery and performance of this Agreement will not (i) violate any provision of Seller's Certificate of Incorporation or By-laws or (ii) in any material way conflict with or result in any breach of any of the terms, conditions or provisions of or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the properties or assets of Seller pursuant to, the terms of any material indenture, mortgage, deed of trust, bank loan or credit agreement or other material agreement or instrument to which Seller is a party or by which it or any of its assets may be bound. SECTION 2.3. Seller has good and valid title to the Securities, free and clear of any liens, encumbrances, security interests, options, charges and restrictions of any kind. Assuming the Purchaser has the requisite power and authority to purchase the Securities, upon delivery to the Purchaser at the Closing of certificates representing the Securities, duly endorsed or assigned in blank, and upon receipt by Seller of the Purchase Price, good and valid title to the Securities will pass to the Purchaser, free and clear of any liens, claims, encumbrances, security interests, options, charges and restrictions of any kind, other than those arising from acts of the Purchaser or its affiliates. SECTION 2.4 Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) require Seller or its subsidiaries 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 Schedule 13D of the Securities Exchange Act of 1934 as may be required; or (b) violate any law or statute or any order, writ, injunction, decree, judgment or ruling of any court or governmental authority applicable to Seller or its subsidiaries or any of their properties or assets. SECTION 3. Representations and Warranties of the Purchaser. Purchaser represents and warrants to Seller as follows: SECTION 3.1. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Pennsylvania. The Purchaser has all the requisite corporate power -17- and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Purchaser and constitutes the Purchaser's legal, valid and binding obligation enforceable in accordance with its terms (except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally). SECTION 3.2. The execution, delivery and performance of this Agreement will not (i) violate any provision of the Purchaser's Certificate of Incorporation or By-laws or (ii) in any material way conflict with or result in any breach of any of the terms, conditions or provisions of or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the properties or assets of the Purchaser pursuant to, the terms of any material indenture, mortgage, deed of trust, bank loan or credit agreement or other material agreement or instrument to which the Purchaser is a party or by which it or any of its assets may be bound. SECTION 3.3. Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) require Purchaser or its subsidiaries to file or register with, notify, or obtain any permit, authorization, consent or approval of, any governmental or regulatory authority, other than receiving verbal approval from the Federal Reserve Board, which the Purchaser has obtained; or (b) violate any law or statute or any order, writ, injunction, decree, judgment or ruling of any court or governmental authority applicable to Purchaser or its subsidiaries or any of their properties or assets. SECTION 4. Assignment. This Agreement may not be assigned by Seller or Purchaser without the consent of the other party. All covenants and agreements contained in this Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, except as any provision may by its terms be otherwise limited. SECTION 5. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to the provisions concerning conflicts of laws. SECTION 6. Brokers Fees. The Purchaser shall indemnify the Seller and the Seller shall indemnify the Purchaser against any claim for brokerage or other commissions relative to this Agreement or to the transactions contemplated hereby based in any way on agreements, arrangements or understandings made or alleged to have been made by the indemnifying party. -18- SECTION 7. Survival of Provisions. The representations, warranties and covenants set forth in this Agreement shall survive the purchase of Securities under this Agreement. SECTION 8. 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. SECTION 9. Miscellaneous. This Agreement sets forth the entire agreement of the parties hereto, and supersedes the provisions of any prior agreement or understanding of the parties with respect to the subject matter hereof. The descriptive headings of the sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. This Agreement may be executed in counterparts with the same effect as if both parties had signed the same document, and all counterparts shall be construed together and shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. MELLON BANK CORPORATION By: /s/Steven G. Elliott ----------------------------------- Name: Steven G. Elliott Title: Vice Chairman AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC. By: /s/Walter S. Berman ----------------------------------- Name: Walter S. Berman Title: Executive Vice President and Chief Financial Officer -19- -----END PRIVACY-ENHANCED MESSAGE-----