SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Date of Report (Date of earliest event reported): December 6. 1993 DEC 7 1995 13-5673135 (IRS Employer Identification No.) 10166 (Zip Code) Item 5. Item 7. Other Events. On December 6, 1993, the Company announced that it had executed an Agreement and Plan of Merger with Mellon Bank Corporation, Mellon Bank and XYZ Sub Corporation, a subsidiary of Mellon Bank. Attached hereto and included by reference is a press release dated December 6, 1993 announcing the proposed merger transaction. 20.1 Press Release dated December 6, 1993 announcing the execution of the Agreement and Plan of Merger by and among The Dreyfus Corporation, Mellon Bank Corporation, Mellon Bank and XYZ Sub Corporation, a subsidiary of Mellon Bank. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. Date: December 7, 1993 ACCOD941.WPS THE DREYFUS CORPORATION By: /s/ Daniel C. MacLean Daniel C. MacLean MELLON BANK CORPORATION AND THE DREYFUS CORPORATION TO PITTSBURGH and NEW YORK CITY, Dec. 6, 1993 -- Mellon Bank Corporation and The Dreyfus Corporation today jointly announced a definitive agreement to merge, in a landmark transaction valued at $1.85 billion. In a joint statement, Frank V. Cahouet, chairman, president and chief executive officer of Mellon Bank Corporation, and Howard Stein, chairman and chief executive officer of The Dreyfus Corporation, said: "This merger is a milestone in the history of financial services in the United States, uniting two of its most respected names. As the financial services industry continues to evolve, and providers from various of its sectors continue to come together, we will set a new standard that we hope will inspire others. -more Mellon, Dreyfus To Merge Dec. 6, 1993 "This is more than the joining of two major American business organizations. It is a melding of people, financial strengths and names that, over time, have consistently been associated with integrity, innovation and dedication to fiduciary care and deep personal trust. When two great business traditions join together for the future benefit of their customers and the industry, it is a signal event in the financial world. "In an ever more complicated marketplace these two organizations, which have played so prominent a role in our nation's financial history, now are defining its future. Together, Mellon and Dreyfus will be uniquely positioned to meet the public's growing desire for a complete array of high-quality financial products delivered by a single source committed to impeccable standards." Mellon currently provides to its customers an array of uninsured products and has in place policies, procedures and employee training for those products which are in keeping with current regulatory requirements. Building on those policies and practices, and consistent with both firms' historic reputations for ethical conduct and concern for their customers, Mellon and Dreyfus said they plan to adopt a new policy statement for post-merger operations which is designed to implement the spirit of recent Congressional proposals. -more Mellon, Dreyfus To Merge Dec. 6, 1993 Page 3 The merger of Mellon, a leading bank holding company, and Dreyfus, the nation's sixth-largest mutual fund company, will create a diversified financial services organization with revenues of more than $3 billion, including fee revenues of about $1.6 billion, and approximately $215 billion in funds under management as well as $615 billion in funds under administration. Under terms of the agreement, Dreyfus shareholders will receive .88017 shares of Mellon Bank Corporation common stock for each of the 36.6 million Dreyfus shares outstanding. Based on the Mellon Bank Corporation common stock closing price of $57.375 at Dec. 3, 1993, the transaction has an indicated value of $50.50 per Dreyfus common share and a total value of $1.85 billion. The Corporation will account for this transaction as a pooling of interests, and the transaction will be tax-free to Dreyfus shareholders. In connection with the transaction, the Corporation expects to record a one-time after tax charge to earnings of approximately $73 million, reflecting various integration expenses. The charge is expected to be recorded at closing, which is anticipated in mid-1994, pending regulatory approvals and approvals by the shareholders of Mellon Bank Corporation and Dreyfus, all of which are expected. The transaction has been approved by the boards of directors of both Mellon and Dreyfus. |