Mixed feelings as Mellon completes Dreyfus takeover.

Dreyfus Corp. officially became part of Mellon Bank Corp. Wednesday, following votes by shareholders of both organizations to approve the pairing.

The merger', valued at $1.9 billion, makes Mellon by far the largest bank manager of mutual funds, with $70 billion under management.

It was finalized with the stock market's last bell, when shares of Dreyfus were converted into stock of the Pittsburgh banking company.

Frank V. Cahouet, chairman of $37 billion-asset Mellon, said the merger paved the way for Mellon to "be a leader in serving virtually all segments of the investing public."

The bank's aggressive move into investment management "is a powerful reflection of our evolution into a diversified financial services company with a bank at its core," he said.

Mellon and Dreyfus obtained the last necessary approvals for the long-pending merger at shareholder meetings Tuesday. Separate votes were taken in Pittsburgh, Mellon's home base, and in New York, where Dreyfus has its headquarters.

The Dreyfus meeting was sparsely attended, with the company's 11 directors outnumbering the public shareholders on hand.

Dreyfus chairman Howard Stein called the merger "the dawning of a new era."

"This will become apparent with the programs that result," he said.

But other Dreyfus employees said privately that the meeting signified the end of an era at the company, which has operated independently since its inception 40 years ago.

"It's a sad, sad day," said one employee, who asked not to be identified.

Concerns among Dreyfus employees ranged from whether their jobs were secure to possible cultural differences. "We're a lot like a family," one Dreyfus staffer said.

The shareholder meetings, which lasted less than 30 minutes, were almost an anticlimax, given the brouhaha that preceded them.

Since it was announced Dec. 6, the deal has served as a lightening rod for criticism. Congressional hearings on the deal turned into a sprawling debate about the banking industry's growing role in mutual fund sales and management.

Federal regulators ultimately blessed the plan, but not before imposing a battery of restrictions on it.

Most were aimed at shielding Mellon's lead bank from losses related to the mutual funds, and at ensuring that consumers understand that the Dreyfus Funds do not carry federal deposit insurance.

Mellon now plans a publicity campaign to show off its new acquisition.

Advertisements trumpeting the merger will appear this week in major publications, including the New York Times and the Wall Street Journal. And Mellon plans to run ads on billboards in the Pittsburgh area throughout the fall.

A placard at the Dreyfus meeting offered a peek at the direction this image building may take.

The word Mellon was spelled out in bold letters, with a lion peeking through the 'o.' Just below was the slogan: "We Announce the Merger with Pride ."

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