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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
DECEMBER 31, 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
24th FLOOR
249 FIFTH AVENUE
PITTSBURGH, PENNSYLVANIA 15265
(Address of principal executive offices)
(Zip Code)
(412) 762-1553
(Registrant's telephone number, including area code)
ONE PNC PLAZA
FIFTH AVENUE AND WOOD STREET
PITTSBURGH, PENNSYLVANIA 15265
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Merger with Midlantic Corporation
PNC Bank Corp. ("Corporation") completed, effective December 31, 1995,
its merger with Midlantic Corporation ("Midlantic"), a bank holding
company headquartered in New Jersey. Under the terms of the merger
agreement, each outstanding share of Midlantic's common stock was
converted into 2.05 shares of the Corporation's common stock with cash
being paid in lieu of fractional shares, for a total of approximately
112 million shares of the Corporation's stock. At closing, Midlantic had
total assets and deposits of $13.6 billion and $11.0 billion,
respectively. The transaction was accounted for as a pooling of
interests.
Midlantic was merged with and into PNC Bancorp, Inc., a wholly-owned
subsidiary of the Corporation. Midlantic Bank, N.A., Midlantic's
principal subsidiary, will continue to operate under its present name
until integration and consolidation plans are fully implemented in
1996. As previously reported, certain operational changes are
anticipated.
Additional Directors
In accordance with the merger agreement, effective December 31, 1995,
four additional directors were appointed to the Corporation's Board of
Directors, increasing the number of directors to twenty-two. The four
are as follows: David F. Girard-diCarlo, managing partner of the law
firm of Blank, Rome, Comisky & McCauley; Arthur J. Kania, principal of
Tri-Kan Associates; Bruce C. Lindsay, chairman and managing director of
Brin-Lindsay & Co., Inc.; and Garry J. Scheuring, chairman, president,
and chief executive officer of Midlantic, who will become vice chairman
and a member of the office of the chairman of the Corporation.
ITEM 5. OTHER EVENTS
Announcement of Balance Sheet Actions and Estimate of 1995 Earnings
On January 2, 1996, the Corporation reported it had completed actions to
accelerate the repositioning of its balance sheet and provided an
estimate of combined earnings for 1995 giving effect to the Midlantic
transaction. A copy of the press release issued by the Corporation is
attached hereto as Exhibit 99 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
(i) 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
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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) were previously
incorporated by reference in the Corporation's Form 8-K/A
(Amendment No. 1) dated July 10, 1995 ("Form 8-K/A"). The
consent of Coopers & Lybrand, L.L.P., independent auditors of
Midlantic, to the incorporation by reference of their report on
such financial statements was previously filed as Exhibit 23 to
the Corporation's Form 8-K/A.
(ii) Unaudited consolidated interim financial statements of
Midlantic as of September 30, 1995 and 1994 and for the three
months and nine months ended September 30, 1995 and 1994 were
previously incorporated by reference to Midlantic's Form 10-Q
for the quarterly period ended September 30, 1995 (File No.
0-15870) in the Corporation's Form 10-Q/A, Amendment No. 1 to
the Corporation's Form 10-Q for the quarterly period ended
September 30, 1995 ("Form 10-Q").
(b) Pro Forma Financial Information
Pro forma consolidated financial information (unaudited) as of
September 30, 1995 and for the nine months ended September 30, 1995
and 1994 giving effect to the merger of Midlantic were previously
filed as Exhibit 99.2 to the Corporation's Form 10-Q.
Pro forma consolidated financial information (unaudited) for each of
the three years in the period ended December 31, 1994 giving effect
to the merger of Midlantic were previously filed as Exhibit 99.4
to the Corporation's Form 8-K/A.
(c) Exhibits
The exhibits listed on the Exhibit Index on page 4 of this Form 8-K
are filed herewith, previously filed, or incorporated herein by
reference.
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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: January 5, 1996 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
2.1 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 by reference to Exhibit 2 to
the Corporation's Current Report on Form 8-K dated July 10, 1995.*
2.2 Amendment Agreement dated as of August 16, 1995, by and among Midlantic,
the Corporation and PNC Bancorp, Inc., incorporated by reference to Exhibit
2 to the Corporation's Form 10-Q for the quarterly period ended September
30, 1995.
2.3 Second Amendment dated as of November 17, 1995, by and among Midlantic, the
Corporation and PNC Bancorp, Inc., filed herewith.
23 Consent of Coopers & Lybrand, L.L.P., independent auditors of Midlantic,
previously filed as Exhibit 23 to the Corporation's Form 8-K/A (Amendment
No. 1) dated July 10, 1995.
99 Press release issued by the Corporation on January 2, 1996,
filed herewith.
* 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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