American Express Co – ‘SC 13D’ on 6/22/94 re: American Express Co – EX-5

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

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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 

EX-5   —   Opinion re: Legality
Exhibit Table of Contents

EX-5
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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
                         _____

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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                                        

EX-5
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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.                                              

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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.                              

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(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.             

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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-   

EX-5
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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: July 9, 1993                                                             

            AMERICAN EXPRESS COMPANY

     By: /s/ Stephen P. Norman
             _________________________
            Name:  Stephen P. Norman
    Title: Secretary

Dates Referenced Herein   and   Documents Incorporated by Reference

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		12/31/92		6
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