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American Express Co – ‘SC 13D’ on 6/22/94 re: American Express Co

As of: Wednesday, 6/22/94 · Accession #: 4962-94-14 · File #: 5-15607

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer

 6/22/94  American Express Co               SC 13D                 4:60K  American Express Co

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             14     41K 
 2: EX-3        Articles of Incorporation/Organization or By-Laws      6     23K 
 3: EX-4        Instrument Defining the Rights of Security Holders     6     26K 
 4: EX-5        Opinion re: Legality                                   7     30K

SC 13D — General Statement of Beneficial Ownership
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to be Filed as Exhibits Purpose of Transaction Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
4	Item 1. Security and Issuer
"	Item 2. Identity and Background
"	Item 3. Source and Amount of Funds or Other Consideration
5	Item 4. Purpose of Transaction
"	Item 5. Interest in Securities of the Issuer
6	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
"	Item 7. Material to be Filed as Exhibits

SC 13D 1st Page of 14 TOC ↑Top Previous Next ↓Bottom Just 1st
 
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

                        ----

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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       

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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       

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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       

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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       

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     (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       

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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       

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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       

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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       

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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      

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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      

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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      

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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      

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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

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

Filed on:	6/22/94
	6/21/94	7	8
	6/17/94	5
	5/31/94	5		8-K
	5/27/94	1	9
	3/29/94	6	9
	6/30/93	4	9
	5/21/93	4
				List all Filings

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Filing Submission 0000004962-94-000014 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

American Express Co – ‘SC 13D’ on 6/22/94 re: American Express Co

As of: Wednesday, 6/22/94 · Accession #: 4962-94-14 · File #: 5-15607

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General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

SC 13D — General Statement of Beneficial OwnershipDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

SC 13D — General Statement of Beneficial Ownership
Document Table of Contents