Bank of New York Co. indicated it has some pretty firm ideas about how a combination with Mellon Bank Corp. would shape up - with Mellon executives in three of the top jobs.

Hoping to overcome resistance to the $24 billion approach, Bank of New York chairman and chief executive officer Thomas A. Renyi invited Mellon chairman Frank V. Cahouet, 65, to keep his title through yearend.

Mr. Renyi also said he wanted Mr. Cahouet's designated successor as Mellon CEO, Martin G. McGuinn, 55, to be president of the merged company, and Mellon president-elect Christopher M. Condron, 50, to be vice chairman.

"We have been very specific in assuring that Mellon would be an integral part of any combined company," Mr. Renyi said Wednesday. In a letter to Mr. Cahouet, he offered Mellon "substantial representation on the combined company's board." Holding company headquarters would be Pittsburgh, "business headquarters" New York, "with board meetings divided between the two cities."

But given Mellon's rebuff, other visions of the proposed $104 billion- asset banking company - its commanding position in fee-generating businesses like asset management and securities processing, and almost 800 full-service and supermarket branches stretching from the New York area to western Pennsylvania - are on hold.

In an interview, Mr. Renyi stressed the complementary strengths of the banks. His is a leader in securities processing, corporate relationship banking, and international trade finance. He described Mellon as "superior" in retail banking, asset management, and middle-market commercial banking.

Mr. Renyi's letter to Mr. Cahouet spoke of "compelling" synergies. Together the banks would be No. 1 in assets under custody ($5.5 billion), No. 2 after State Street Corp. among banks in assets under management ($350 billion), and tops among the 25 largest banks in returns on assets and equity.

In view of the recent wave of megamergers, "the standard of scale keeps going up," said Anthony Davis, an analyst at SBC Warburg Dillon Reed. "Everyone is looking over their shoulder."

Mr. Davis said "Mellon Bank of New York Co.," with a market capitalization of $50 billion, would be "better positioned to respond to expansion opportunities" than either bank alone.

Analysts also said the prospective sources of revenue would prove more reliable than traditional banking.

Mellon Bank of New York would get 57% of its 1998 revenue from fee-based businesses, rising to more than 60% in 1999, Bank of New York said. Of the estimated 1999 fees, 41% would come from processing and asset management.

"It's a continuation of the fee-income philosophy," said Geoffrey Bobroff, a mutual fund consultant in East Greenwich, R.I. "It makes a bank far more insulated from market conditions."

In bank-owned retail mutual funds, Mellon Bank of New York would dominate the field, with $108 billion under management. That would more than double the $50.4 billion of BankAmerica Corp. of San Francisco, the second-largest manager of retail mutual funds, according to yearend 1997 data compiled by American Banker.

In custody services, Bank of New York would jump to first from its current position behind Chase Manhattan Corp. and State Street Corp., each with $4.4 billion, according to bank reports. Mellon ranked fifth.

Mellon Bank of New York would also be the largest in stock transfer, with 25.6 million shareholder accounts; corporate trust, with 60,000 trusteeships; and government securities clearance, with a 50% market share.

It would be the United States' second-largest and Canada's largest asset-based lender, with $3.4 billion in loans and $30 billion in factored receivables.

Mr. Renyi said there are "significant" opportunities to cross-sell securities servicing, cash management, and asset management capabilities to corporate clients.

In the proposed management lineup, Mr. Renyi, 52, would remain chief executive officer.

Mr. McGuinn, 55, who was selected in January to succeed Mr. Cahouet as Mellon chairman and CEO at yearend, would head consumer and corporate banking at the combined bank.

Mr. Condron, 50, named Mellon's president in January, would be chief executive of the combined bank's asset management, private banking, and personal trust businesses.

Bank of New York vice chairman Alan R. Griffith, 56, would be a vice chairman of Mellon Bank of New York, overseeing corporate business. Deno D. Papageorge, 59, a former Bank of New York chief financial officer, would keep his title as senior executive vice president.

Mr. Renyi estimated annual cost savings would be $700 million and "revenue enhancements" $100 million. The new bank would take an $825 million pretax merger charge, 40% of which would go toward severance.

Staff cuts are estimated to range between 6,000 and 7,000, or 14% to 16% of the combined bank's 44,000-strong work force. Most of the cuts would come in back-office areas. Analysts said the actual cuts could diminish with attrition, which they estimated at 3,000.

Both banks have been active acquirers. Mellon bought the Boston Company, an institutional money manager, in 1993, and the Dreyfus mutual fund company - for which Bank of New York once did the processing - the following year. In 1997 Mellon acquired Buck Consulting, an employee benefits firm.

Bank of New York has made 33 acquisitions since 1993, particularly corporate trust, custody, and other securities processing portfolios.

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