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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
JULY 10, 1995
Date of Report (Date of earliest event reported)
PNC BANK CORP.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 1-9718 25-1435979
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
ONE PNC PLAZA
FIFTH AVENUE AND WOOD STREET
PITTSBURGH, PENNSYLVANIA 15265
(Address of principal executive offices)(Zip Code)
(412) 762-3900
(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 July 10, 1995, PNC Bank Corp. (the "Corporation") entered into an Agreement
and Plan of Reorganization (the "Reorganization Agreement") with Midlantic
Corporation ("Midlantic"), which provides, among other things, for (i) the
merger of Midlantic into a wholly-owned subsidiary of the Corporation, and (ii)
the exchange of each outstanding share of Midlantic common stock for 2.05
shares of the Corporation's common stock, with cash being paid in lieu of
issuing fractional shares of common stock.
In connection with the execution of the Reorganization Agreement, Midlantic
granted to the Corporation an option to purchase, under certain circumstances,
up to 19.9% of the outstanding shares of Midlantic common stock at a price of
$48 per share. Similarly, the Corporation granted Midlantic an option to
purchase, under certain circumstances, up to 19.9% of the outstanding shares of
the Corporation's common stock at a price of $35 per share.
Consummation of the merger is subject to various regulatory and shareholder
approvals, including that of the Corporation's shareholders, as well as other
conditions set forth in the Reorganization Agreement. Subject thereto, the
Corporation expects to complete the merger by December 31, 1995. No assurance,
however, can be given that the merger will be consummated or that it will be
consummated by such date.
To illustrate the potential impact of the Midlantic merger, the Corporation has
made certain forward looking earnings estimates based on various factors and
assumptions. In this regard, if the Midlantic merger and the previously
announced Chemical Bank, New Jersey acquisition are consummated by December 31,
1995, the Corporation has estimated that its earnings for 1996 could
approximate $983 million or $2.87 per share, and that earnings for 1997 could
increase by more than 10% over the 1996 earnings estimate. These estimates
assume, among other things: that interest rate caps having a notional value of
$5.5 billion are terminated in 1995; that no preferred stock is issued as part
of the Chemical Bank, New Jersey acquisition but additional debt is issued; and
that, through the combination, operating expenses are reduced and net revenue
is enhanced.
Such earnings estimates are based on many factors and assumptions,
including economic and business conditions as well as management's strategies,
which are subject to change and many of which are beyond the Corporation's
control. There will be differences between estimates and actual results, which
could be material. These estimates are necessarily speculative in nature and
no assurance can be given that they will be realized. Further, information
with respect to 1997 is subject to even greater uncertainty because of the
increased likelihood of changes in underlying factors and assumptions. This
forward looking information has been presented for illustrative purposes only
in connection with the announced Reorganization Agreement. Accordingly, the
Corporation does not intend to update these estimates.
The Press Release announcing the execution of the Reorganization Agreement is
attached hereto as Exhibit 99.1 and incorporated herein by reference. The
Reorganization Agreement, including the Agreement and Plan of Merger of
Midlantic with and into PNC Bancorp, Inc. (Annex A thereto), and the Stock
Option Agreement of each of the Corporation and Midlantic are attached hereto
as Exhibits 2, 99.2 and 99.3, respectively.
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Midlantic's common stock is registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended, and additional information with
respect to Midlantic is on file with the Securities and Exchange Commission at
Commission File No. 0-15870.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The exhibits listed on the Exhibit Index on page 5 of this Form 8-K are filed
herewith.
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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: July 12, 1995 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
EXHIBIT NO. DESCRIPTION
2 Agreement and Plan of Reorganization dated as of July 10,
1995, by and among Midlantic, the Corporation and PNC Bancorp,
Inc, including Agreement and Plan of Merger (Annex A).*
99.1 Press Release dated July 10, 1995.
99.2 Midlantic Stock Option Agreement dated as of July 10, 1995,
by and between Midlantic and the Corporation.
99.3 PNC Stock Option Agreement dated as of July 10, 1995, by and
between Midlantic and the Corporation.
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* The exhibits to the agreement have been omitted. They are (a)
Exhibit 4.9(a) - form of Midlantic affiliate letter, (b) Exhibit 4.9(b) -
form of Corporation affiliate letter, (c) Exhibit 5.2(f) - form of opinion
of Corporation counsel, and (d) Exhibit 5.3(g) - form of opinion of
Midlantic counsel. The Corporation agrees to furnish supplementally a copy
of any omitted exhibit to the Commission upon request.
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