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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
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)
COMMISSION FILE NUMBER 1-9718
PNC BANK CORP.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1435979
(State or other jurisdiction of (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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This Form 8-K/A amends PNC Bank Corp.'s ("Corporation") Form 8-K
dated as of July 10, 1995 and filed on July 13, 1995 ("Form 8-K") pursuant to
which the Corporation announced the execution of the Agreement and Plan of
Reorganization and related matters with Midlantic Corporation ("Midlantic").
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
Audited consolidated financial statements of Midlantic as of
December 31, 1994 and 1993, and for each of the three years in the
period ended December 31, 1994, and the independent auditors' report
thereon, included on pages 42 - 70 of Midlantic's 1994 Annual Report to
Shareholders and incorporated by reference in Midlantic's Annual Report
on Form 10-K for the year ended December 31, 1994 (File No. 0-15870)
("Midlantic Form 10-K") are incorporated herein by reference to
such Midlantic Form 10-K.
Unaudited consolidated financial statements of Midlantic as of
March 31, 1995 and for the three months ended March 31, 1995 and 1994
included on pages 3 to 11 of Midlantic's Quarterly Report on Form
10-Q for the quarterly period ended March 31, 1995 (File No. 0-15870)
("Midlantic Form 10-Q") are incorporated herein by reference to such
Midlantic Form 10-Q.
(b) Pro Forma Financial Information
Pro forma consolidated financial information giving effect to
the proposed merger of Midlantic with and into a wholly-owned
subsidiary of the Corporation is attached hereto as Exhibit 99.4
and incorporated herein by reference.
(c) Exhibits
The exhibits listed below are filed herewith or incorporated
herein by reference:
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) incorporated herein
by reference to Exhibit 2 of the Form 8-K.*
23 Consent of Coopers & Lybrand L.L.P., independent auditors
for Midlantic, filed herewith.
99.1 Press Release dated July 10, 1995 incorporated herein by reference
to Exhibit 99.1 of the Form 8-K.
99.2 Midlantic Stock Option Agreement dated as of July 10, 1995, by and
between Midlantic and the Corporation incorporated herein by
reference to Exhibit 99.2 of the Form 8-K.
99.3 PNC Stock Option Agreement dated as of July 10, 1995, by and between
Midlantic and the Corporation incorporated herein by reference to
Exhibit 99.3 of the Form 8-K.
99.4 Pro forma financial information filed herewith.
[FN]
* The exhibits of the agreements 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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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 17, 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
23 Consent of Coopers & Lybrand L.L.P., independent auditors for
Midlantic, filed herewith.
99.4 Pro forma consolidated financial information, filed herewith.
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