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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 26, 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 October 26, 1999, PNC Funding Corp ("Funding") and PNC Bank Corp. (the
"Corporation") entered into an Underwriting Agreement with Salomon Smith Barney
Inc., as representative of the several underwriters, relating to the public
offering of $400,000,000 aggregate principal amount (the "Principal Amount") of
7.50% Subordinated Notes Due 2009 of Funding (the "7.50% Notes") at a purchase
price of 99.564% of the Principal Amount, plus accrued interest, if any, from
November 2, 1999. The 7.50% Notes are guaranteed, on a subordinated basis, as to
payment of principal and interest by the Corporation (the "Guarantees"). The
closing is expected to occur on November 2, 1999.
The Underwriting Agreement is attached to this Current Report on Form 8-K as
Exhibit 1. The 7.50% Notes are being issued pursuant to a Registration Statement
on Form S-3 (No. 333-88479), initially filed with the Securities and Exchange
Commission (the "SEC") on October 5, 1999, amended by Pre-Effective Amendment
No. 1 filed with the SEC on October 20, 1999, and declared effective on October
22, 1999. A Prospectus Supplement dated October 26, 1999 relating to the 7.50%
Notes was filed with the SEC pursuant to Rule 424(b)(2) and Rule 424(c) under
the Securities Act of 1933, as amended, on October 28, 1999.
The form of Subordinated Debt Security and related Guarantee previously filed
as Exhibit 4.10 to the Corporation's Registration Statement on Form S-3 filed
September 29, 1997 (No. 333-34709) is substantially identical to the form of the
7.50% Note and related Guarantee, except as follows. With respect to the 7.50%
Notes, the CUSIP Number is 693476AP8, and they bear interest at a rate of 7.50%
per annum from November 2, 1999, payable semi-annually in arrears on May 1 and
November 1 of each year, commencing May 1, 2000 (each, an "Interest Payment
Date") to persons in whose names the 7.50% Notes are registered at the close of
business on the April 15 and October 15, as the case may be, next preceding such
Interest Payment Dates. The 7.50% Notes mature on November 1, 2009. The Chase
Manhattan Bank, formerly known as Chemical Bank, successor by merger to
Manufacturers 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 or incorporated herein by reference to documents previously or to be
filed.
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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 29, 1999 By: /s/ ROBERT L. HAUNSCHILD
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Robert L. Haunschild
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
1 Underwriting Agreement dated as of October 26, 1999, among PNC Funding
Corp, PNC Bank Corp., and the underwriters named therein, filed
herewith. (See Item 5).
4 Form of Note and related Guarantee incorporated herein by reference to
Exhibit 4.10 of the Registration Statement on Form S-3 filed
September 29, 1997 (No. 333-34709). (See Item 5).
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