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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 9, 1997
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 July 9, 1997, PNC Funding Corp ("Funding") and PNC Bank Corp. (the
"Corporation") entered into an Underwriting Agreement with Smith
Barney Inc., relating to the public offering of $350,000,000
aggregate principal amount (the "Principal Amount") of 6 7/8%
Subordinated Notes Due 2007 of Funding (the "6 7/8% Notes"),
unconditionally guaranteed, on a subordinated basis, as to payment of
principal and interest by the Corporation (the "Guarantee"), at a
purchase price of 99.650% of the Principal Amount, plus accrued
interest, if any, from July 14, 1997. The closing is expected to
occur on July 14, 1997.
The Underwriting Agreement is attached to this Current Report on Form
8-K as Exhibit 1. The 6 7/8% Notes are being issued pursuant to
Registration Statement on Form S-3, as amended (No. 33-55114), filed
with the Securities and Exchange Commission (the "SEC") and declared
effective on February 11, 1993. A Prospectus Supplement dated July 9,
1997, relating to the 6 7/8% Notes was filed with the SEC pursuant to
Rule 424(b)(5) and Rule 424(c) under the Securities Act of 1933, as
amended, on July 11, 1997.
The form of Debt Security and related Guarantee previously filed as
Exhibit 4 to the Corporation's Current Report on Form 8-K dated May
24, 1994 is substantially identical to the form of 6 7/8% Note and
related Guarantee, except as follows. With respect to 6 7/8% Notes,
the CUSIP No. is 693476AJ2, and they bear interest at a rate of
6 7/8% per annum from July 14, 1997, payable semiannually in arrears
on January 15 and July 15 of each year, commencing January 15, 1998
(each, an "Interest Payment Date") to persons in whose names the
6 7/8% Notes are registered at the close of business on the December
31 and June 30, as the case may be, next preceding such Interest
Payment Dates. The 6 7/8% Notes mature on July 15, 2007. The 6 7/8%
Notes rank pari passu with Funding's 6 7/8% Subordinated Notes Due
2003, 6 1/8% Subordinated Notes Due 2003 and 7 3/4% Subordinated
Notes Due 2004. The Chase Manhattan Bank, formerly known as Chemical
Bank, successor by merger to Manufacturer Hanover Trust Company, is
the Trustee.
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: July 11, 1997 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 Form of Underwriting Agreement dated as of July 9, 1997, among PNC
Funding Corp, PNC Bank Corp., and the underwriter named therein, filed
herewith.
4 Form of Debt Security and related Guarantee incorporated by reference
to Exhibit 4 to PNC Bank Corp.'s Current Report on Form 8-K dated
May 24, 1994 (See Item 5).
99 By-laws of PNC Bank Corp., as amended effective July 2, 1997, filed
herewith.
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