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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
OCTOBER 7, 1996
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 October 4, 1996, PNC Bank Corp. entered into an Underwriting
Agreement by and among it and the several Underwriters named therein
for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting
as Representative, relating to the public offering by it of 6,000,000
shares of a newly authorized series of preferred stock
Fixed/Adjustable Rate Noncumulative Preferred Stock, Series F, par
value $1.00 per share (the "Series F Preferred Stock"), at a price per
share of $50.00. The closing is expected to occur on October 9, 1996.
The net proceeds from the sale of the Series F Preferred Stock will be
used by PNC Bank Corp. to repurchase issued and outstanding shares of
PNC Bank Corp.'s common stock.
The Underwriting Agreement is attached to this Form 8-K as Exhibit 1.
The terms of the Series F Preferred Stock are set forth in the
resolutions attached to this Form 8-K as Exhibit 99.2. The shares of
Series F Preferred Stock are being issued pursuant to Registration
Statement on Form S-3, as amended No. 33-40602, filed with the
Securities and Exchange Commission (the "SEC"). Pursuant to Rule 429 of
the Securities Act of 1993, as amended (the "Securities Act"), the
Prospectus contained in Registration Statement on Form S-3, as amended,
No. 33-55114 applies to Registration No. 33-40602. A Prospectus
Supplement dated October 4, 1996 relating to the Series F Preferred
Stock was filed with the SEC pursuant to Rule 424(b)(5) and Rule 424(c)
under the Securities Act on October 7, 1996.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The exhibits listed on the Exhibit Index on page 3 of this Form 8-K
are filed herewith.
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 7, 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
1 Underwriting Agreement dated as of October 4, 1996, among PNC Bank Corp.
and the several Underwriters named therein for whom Merrill Lynch,
Pierce, Fenner & Smith Incorporated is acting as Representative, filed
herewith.
99.1 Articles of Incorporation of PNC Bank Corp., filed herewith.
99.2 Resolutions for Fixed/Adjustable Rate Noncumulative Preferred Stock,
Series F ($1.00 par value), of PNC Bank Corp., filed herewith.
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