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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
SEPTEMBER 26, 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) 762-1553
(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
1995 THIRD QUARTER FINANCIAL RESULTS
On October 18, 1995, PNC Bank Corp. ("Corporation") reported results
of operations for the three months and nine months ended September 30,
1995. A copy of the earnings press release issued by the
Corporation is attached as Exhibit 99 and incorporated herein
by reference.
PROPOSED MERGER WITH MIDLANTIC CORPORATION
On September 26, 1995, the Corporation received approval of the
proposed merger ("Merger") with Midlantic Corporation ("Midlantic")
from the Board of Governors of the Federal Reserve System ("Federal
Reserve") under the Bank Holding Company Act of 1956, as amended (the
"BHCA"). The BHCA provides that the Merger may not be consummated until
the 30th day after Federal Reserve approval is received. On October 3,
1995, the Corporation also received approval of the Merger from the
Commissioner of Banking of New Jersey under applicable provisions of
New Jersey banking laws.
At a Special Meeting of Shareholders to be held on Friday,
November 17, 1995, shareholders of record of the Corporation at the
close of business on September 29, 1995, will be asked to consider and
vote upon the Merger, including, among other things, the issuance of
up to 115,000,000 shares of the Corporation's common stock.
ADDITIONAL DIRECTOR
On October 5, 1995, Paul W. Chellgren, President and Chief
Operating Officer of Ashland, Inc., was appointed to the Corporation's
Board of Directors, increasing the number of directors to eighteen.
As previously disclosed, there will be an additional four directors
appointed to the Corporation's Board of Directors upon consummation
of the Merger.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The exhibit listed on the Exhibit Index on page 4 of this Form 8-K is
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: October 19, 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
99 A copy of the earnings press release issued by the Corporation on
October 18, 1995, with respect to the results of operations for the three
months and nine months ended September 30, 1995, is filed herewith.
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