-----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, Irm/0ZoSscFEsVNDEti0Wi1PECg5iPfWUhLKxPg1Ib9xyk1k+o+iGEdlDsb9yHn6 E3K4B1KD0dcH0BCZWDK8SA== 0000898822-97-000737.txt : 19970808 0000898822-97-000737.hdr.sgml : 19970808 ACCESSION NUMBER: 0000898822-97-000737 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970807 SROS: NYSE 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: 97652856 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WARBURG PINCUS CAPITAL CO LP CENTRAL INDEX KEY: 0000898600 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061183391 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE 10TH FLOOR STREET 2: C/O E M WARBURG PINCUS & CO CITY: NEW YORK STATE: NY ZIP: 10017-3147 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS & CO STREET 2: 466 LEXINGTON AVENUE 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017-3147 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 5 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934* AMENDMENT NO. 5 MELLON BANK CORPORATION ______________________________________________________________________________ (Name of Issuer) COMMON STOCK, PAR VALUE $0.50 PER SHARE ______________________________________________________________________________ (Title of Class of Securities) 585509 10 2 ______________________________________________________________________________ (CUSIP Number) ERIC S. ROBINSON, ESQ. WACHTELL, LIPTON, ROSEN & KATZ 51 WEST 52ND STREET NEW YORK, NEW YORK 10019 (212) 403-1220 ______________________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JULY 21, 1997 ______________________________________________________________________________ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to re- port 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 box [ ]. Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the reporting person: (1) has a previous state- ment on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subse- quent thereto reporting beneficial ownership of less than five percent of such class. See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page should be filled out for a reporting per- son's initial filing on this form with respect to the subject class of securi- ties, and for any subsequent amendment containing information which would al- ter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 585509 10 2 SCHEDULE 13D 1. NAME OF REPORTING PERSON SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Warburg, Pincus Capital Company, L.P. 06-1183391 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 3. SEC USE ONLY 4. SOURCE OF FUNDS Other 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER EACH 9,839,918 REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH 0 10. SHARED DISPOSITIVE POWER 9,839,918 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,839,918 Shares of Common Stock. 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CER- TAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8%. 14. TYPE OF REPORTING PERSON PN CUSIP NO. 585509 10 2 SCHEDULE 13D 1. NAME OF REPORTING PERSON SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON E.M. Warburg, Pincus & Co., LLC 13-3536050 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable 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 limited liability company NUMBER OF 7. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER EACH 9,839,918 REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH 0 10. SHARED DISPOSITIVE POWER 9,839,918 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,839,918 Shares of Common Stock. 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CER- TAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8%. 14. TYPE OF REPORTING PERSON PN CUSIP NO. 585509 10 2 SCHEDULE 13D 1. NAME OF REPORTING PERSON SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Warburg, Pincus & Co. 13-6358475 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable 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 NUMBER OF 7. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER EACH 10,037,068 REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH 0 10. SHARED DISPOSITIVE POWER 10,037,068 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,037,068 Shares of Common Stock. 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CER- TAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9%. 14. TYPE OF REPORTING PERSON PN This Amendment No. 5 amends the Schedule 13D filed on April 10, 1990, as amended (the "Schedule 13D"), by Warburg, Pincus Capital Company, L.P., E.M. Warburg, Pincus & Co., LLC and Warburg, Pincus & Co. relating to the Common Stock, par value $.50 per share (the "Common Stock"), of Mellon Bank Cor- poration, a Pennsylvania corporation. All capitalized terms not otherwise defined herein shall have the meanings ascribed in the Schedule 13D. 1. Item 5 of the Schedule 13D is hereby deleted and the following is substituted therefor: WPCC owns 9,839,918 shares of Common Stock, constituting 3.8% of the outstanding shares of Common Stock as of March 31, 1997, giving effect to a two-for-one stock split effective June 2, 1997. On July 21, 1997, WP received 988,750 shares of Common Stock in a distribution by WPCC of 6,168,750 of its shares of Common Stock to the partners of WPCC. WP immediately distrib- uted 801,600 of the shares of Common Stock it received to the partners of WP, including 1,600 shares to Lionel I. Pincus and 113,600 shares to John L. Vogelstein. WP may be deemed to own beneficially 10,037,068 shares of Common Stock, constituting approximately 3.9% of the outstanding shares of Common Stock, including the shares owned by WPCC. EMW LLC may be deemed to own beneficially 9,839,918 shares of Common Stock, constituting approximately 3.8% of the outstanding shares of Common Stock, owned by WPCC. On July 21, 1997, WPCC, WP and EMW LLC ceased to be the beneficial owner of more than 5 percent of the outstanding Com- mon Stock. -2- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. WARBURG, PINCUS CAPITAL COMPANY, L.P. By: WARBURG, PINCUS & CO., General Partner By: /s/ Stephen Distler Stephen Distler Partner E. M. WARBURG, PINCUS & CO., LLC By: /s/ Stephen Distler Stephen Distler Treasurer and Managing Director WARBURG, PINCUS & CO. By: /s/ Stephen Distler Stephen Distler Partner Dated: August 7, 1997 -3- -----END PRIVACY-ENHANCED MESSAGE-----