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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FEBRUARY 15, 2000
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
PNC BANK CORP.
(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER 1-9718
Pennsylvania 25-1435979
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE PNC PLAZA
249 FIFTH AVENUE
PITTSBURGH, PENNSYLVANIA 15222-2707
(Address of principal executive offices)
(Zip Code)
(412) 762-1553
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On February 4, 2000, PNC Funding Corp ("Funding") and PNC Bank Corp. (the
"Corporation") entered into an Underwriting Agreement with Salomon Smith Barney
Inc. relating to the public offering of $100,000,000 aggregate principal amount
of 7.50% Subordinated Notes Due 2009 of Funding (the "7.50% Notes") at purchase
prices to be determined based on prevailing market prices. The 7.50% Notes are
additional debt securities of Funding issued as part of the same series and with
the same CUSIP number as the $400,000,000 aggregate principal amount of 7.50%
Subordinated Notes Due 2009 of Funding issued on November 2, 1999. The 7.50%
Notes are guaranteed, on a subordinated basis, as to payment of principal and
interest by the Corporation (the "Guarantees"). The closing occurred on February
15, 2000. The Underwriting Agreement is attached to this Current Report on Form
8-K as Exhibit 1.
The 7.50% Notes are being issued pursuant to a Registration Statement on Form
S-3 (No. 333-88479), initially filed with the Securities and Exchange Commission
(the "SEC") on October 5, 1999, amended by Pre-Effective Amendment No. 1 filed
with the SEC on October 20, 1999, and declared effective on October 22, 1999. A
Prospectus Supplement dated February 4, 2000 relating to the 7.50% Notes was
filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act of 1933,
as amended, on February 8, 2000.
The form of Subordinated Debt Securities and related Guarantees previously filed
as Exhibit 4.10 to the Corporation's Registration Statement on Form S-3 filed
September 29, 1997 (No. 333-34709) is substantially identical to the form of the
7.50% Notes and related Guarantees, except as follows: With respect to the 7.50%
Notes, the CUSIP Number is 693476AP8, and they bear interest at a rate of 7.50%
per annum from November 2, 1999, payable semi-annually in arrears on May 1 and
November 1 of each year, commencing May 1, 2000 (each, an "Interest Payment
Date") to persons in whose names the 7.50% Notes are registered at the close of
business on the April 15 and October 15, as the case may be, next preceding such
Interest Payment Dates. The 7.50% Notes mature on November 1, 2009. The Chase
Manhattan Bank, formerly known as Chemical Bank, successor by merger to
Manufacturers Hanover Trust Company, is the trustee (the "Trustee").
The Notes are also being issued pursuant to an Indenture dated as of December 1,
1991, among Funding, the Corporation and the Trustee (the "Indenture"), as
amended by a Supplemental Indenture dated as of February 15, 1993, among
Funding, the Corporation and the Trustee (the "Supplemental Indenture") and the
Second Supplemental Indenture dated as of February 15, 2000, among Funding, the
Corporation and the Trustee (the "Second Supplemental Indenture"). The Indenture
and the Supplemental Indenture previously were filed as Exhibits 4.7 and 4.8,
respectively, to the Corporation's Registration Statement on Form S-3 filed
September 29, 1997 (No. 333-34709). The Second Supplemental Indenture is
attached to this Current Report on Form 8-K as Exhibit 4.4.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The exhibits listed on the Exhibit Index on page 4 of this Current Report on
Form 8-K are filed herewith or incorporated herein by reference to documents
previously filed or to be filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PNC BANK CORP.
(Registrant)
Date: February 16, 2000 By: /s/ ROBERT L. HAUNSCHILD
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Robert L. Haunschild
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
1 Underwriting Agreement dated as of February 4, 2000, among PNC Funding
Corp, PNC Bank Corp., and the underwriter named therein, filed
herewith. (See Item 5).
4.1 Form of Note and related Guarantee incorporated herein by reference to
Exhibit 4.10 of the Registration Statement on Form S-3 filed September
29, 1997 (No. 333-34709). (See Item 5).
4.2 Indenture dated as of December 1, 1991, among PNC Funding Corp, as
issuer, PNC Financial Corp (now PNC Bank Corp.), as guarantor, and
Manufacturers Hanover Trust Company, as trustee (of which The Chase
Manhattan Bank, formerly known as Chemical Bank, is successor trustee),
incorporated herein by reference to Exhibit 4.7 of the Registration
Statement on Form S-3 filed September 29, 1997 (No. 333-34709). (See
Item 5)
4.3 Supplemental Indenture dated as of February 15, 1993, among PNC Funding
Corp, as issuer, PNC Bank Corp., as guarantor, and Chemical Bank, as
trustee (as successor by merger to Manufacturers Hanover Trust Company
and now known as The Chase Manhattan Bank), incorporated herein by
reference to Exhibit 4.8 of the Registration Statement on Form S-3
filed September 29, 1997 (No. 333-34709). (See Item 5)
4.4 Second Supplemental Indenture dated as February 15, 2000, among PNC
Funding Corp, PNC Bank Corp., and The Chase Manhattan Bank, as trustee,
filed herewith. (See Item 5).
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