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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
FEBRUARY 16, 1999
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
PNC BANK CORP.
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(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER 1-9718
Pennsylvania 25-1435979
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE PNC PLAZA
249 FIFTH AVENUE
PITTSBURGH, PENNSYLVANIA 15222-2707
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(Address of principal executive offices)
(Zip Code)
(412) 762-1553
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On February 16, 1999, PNC Funding Corp ("Funding") and PNC Bank Corp. (the
"Corporation") entered into an Underwriting Agreement with Salomon Smith Barney
Inc., for itself and the several underwriters named in Schedule II thereof,
relating to the public offering of $250,000,000 aggregate principal amount (the
"Principal Amount") of 6 1/8% Subordinated Notes Due 2009 of Funding (the "6
1/8% Notes"), unconditionally guaranteed, on a subordinated basis, as to payment
of principal and interest by the Corporation (the "Guarantee"), at a purchase
price of 99.847% of the Principal Amount, plus accrued interest, if any, from
February 22, 1999. The closing is expected to occur on February 22, 1999.
The Underwriting Agreement is attached to this Current Report on Form 8-K as
Exhibit 1. The 6 1/8% Notes are being issued pursuant to Registration Statement
on Form S-3 (No. 333-34709), filed with the Securities and Exchange Commission
on August 29, 1997 (the "SEC") and declared effective on September 9, 1997. A
Prospectus Supplement dated February 16, 1999, relating to the 6 1/8% Notes was
filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act of 1933,
as amended, on February 18, 1999.
The form of Debt Security and related Guarantee previously filed as Exhibit 4.9
to the Corporation's Registration Statement referred to above is substantially
identical to the form of 6 1/8% Note and related Guarantee, except as follows.
With respect to 6 1/8% Notes, the CUSIP No. is 693476AL7, and they bear interest
at a rate of 6 1/8% per annum from February 22, 1999, payable semiannually in
arrears on February 15 and August 15 of each year, commencing August 15, 1999
(each, an "Interest Payment Date") to persons in whose names the 6 1/8% Notes
are registered at the close of business on the January 31 and July 31, as the
case may be, next preceding such Interest Payment Dates. The 6 1/8% Notes mature
on February 15, 2009. The 6 1/8% Notes rank pari passu with Funding's 9 7/8%
Subordinated Notes Due 2001, 6 7/8% Subordinated Notes Due 2003, 6 1/8%
Subordinated Notes Due 2003, 7 3/4% Subordinated Notes Due 2004, 6 7/8% Notes
Due 2007, and 6 1/2% Subordinated Notes Due 2008. 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.
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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: February 19, 1999 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 February 16, 1999, among PNC Funding
Corp, PNC Bank Corp., and the underwriters named therein, filed
herewith.
4 Form of Debt Security and related Guarantee incorporated by reference
to Exhibit 4.9 to PNC Bank Corp.'s and PNC Funding Corp's Registration
Statement on Form S-3 (No. 333-34709) (see Item 5).