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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
I.C.H. Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
44926L300
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(CUSIP Number)
CUSIP No. 44926L300 Page 1 of 8 Pages
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of above
persons
PNC Bank Corp. 25-1435979
2) Check the Appropriate Box if a Member of a Group (See Instructions)
a) [ ]
b) [ ]
3) SEC USE ONLY
4) Citizenship or Place of Organization Pennsylvania
Number of Shares 5) Sole Voting Power 140,751
Beneficially Owned
By Each Reporting
Person With 6) Shared Voting Power 0
7) Sole Dispositive Power 140,724
8) Shared Dispositive Power 0
9) Aggregate Amount Beneficially Owned by Each Reporting Person
140,751
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11) Percent of Class Represented by Amount in Row (9) 6.1*
12) Type of Reporting Person (See Instructions) HC
*See the response to Item 4.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
I.C.H. Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
44926L300
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(CUSIP Number)
CUSIP No. 44926L300 Page 2 of 8 Pages
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
above persons
PNC Bancorp, Inc. 51-0326854
2) Check the Appropriate Box if a Member of a Group (See Instructions)
a) [ ]
b) [ ]
3) SEC USE ONLY
4) Citizenship or Place of Organization Delaware
Number of Shares 5) Sole Voting Power 140,751
Beneficially Owned
By Each Reporting
Person With 6) Shared Voting Power 0
7) Sole Dispositive Power 140,724
8) Shared Dispositive Power 0
9) Aggregate Amount Beneficially Owned by Each Reporting Person
140,751
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [ ]
11) Percent of Class Represented by Amount in Row (9) 6.1*
12) Type of Reporting Person (See Instructions) HC
*See the response to Item 4.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
I.C.H. Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
44926L300
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(CUSIP Number)
CUSIP No. 44926L300 Page 3 of 8 Pages
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of above
persons
PNC Bank, National Association 22-1146300
2) Check the Appropriate Box if a Member of a Group (See Instructions)
a) [ ]
b) [ ]
3) SEC USE ONLY
4) Citizenship or Place of Organization United States
Number of Shares 5) Sole Voting Power 140,751
Beneficially Owned
By Each Reporting
Person With 6) Shared Voting Power 0
7) Sole Dispositive Power 140,724
8) Shared Dispositive Power 0
9) Aggregate Amount Beneficially Owned by Each Reporting Person
140,751
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11) Percent of Class Represented by Amount in Row (9) 6.1*
12) Type of Reporting Person (See Instructions) BK
*See the response to Item 4.
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ITEM 1(a) - NAME OF ISSUER: I.C.H. Corporation
ITEM 1(b) - ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
9404 Genesee Avenue, La Jolla, California 92037
ITEM 2(a) - NAME OF PERSON FILING:
PNC Bank Corp.; PNC Bancorp, Inc.; and PNC Bank, National Association
ITEM 2(b) - ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR IF NONE, RESIDENCE:
PNC Bank Corp., One PNC Plaza, 249 Fifth Avenue, Pittsburgh, PA 15222-2707
PNC Bancorp, Inc., 222 Delaware Avenue, Wilmington, DE 19899
PNC Bank, National Association, One PNC Plaza, 249 Fifth Avenue,
Pittsburgh, PA 15222-2707
ITEM 2(c) - CITIZENSHIP:
PNC Bank Corp. - Pennsylvania
PNC Bancorp, Inc. - Delaware
PNC Bank, National Association - United States
ITEM 2(d) - TITLE OF CLASS OF SECURITIES: Common Stock
ITEM 2(e) - CUSIP NUMBER: 44926L300
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ITEM 3 - IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), or 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [ X ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act,
(d) [ ] Investment Company registered under Section 8 of the Investment
Company Act,
(e) [ ] Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940,
(f) [ ] Employee Benefit Plan, pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund,
(g) [ X ] Parent Holding Company, in accordance with Rule 13d-(b)(ii)(G),
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
ITEM 4 - OWNERSHIP:
The following information is as of December 31, 1997:
(a) Amount Beneficially Owned: 140,751 shares
(b) Percent of Class: 6.1*
(c) Number of shares to which such person has:
(i) sole power to vote or to direct the vote 140,751
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the disposition of 140,724+
(iv) shared power to dispose or to direct the disposition of 0
* The percentage is based on 2,297,023 shares of Common Stock being issued
and outstanding as of October 30, 1997 as reported in the Form 10-Q for
the quarter ended September 30, 1997. If one assumed full conversion of
all outstanding eligible shares of common stock and preferred stock of
pre-organized I.C.H. Corporation, such percentage would be 5.0 percent.
+ See the response to Item 6.
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ITEM 5 - OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
ITEM 6 - OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Of the total shares of Common Stock reported, 140,398 shares are held in
Trust accounts created by an Amended and Restated Trust Agreement dated
September 20, 1983, in which Lloyd I. Miller, Jr. was Grantor and for which
PNC Bank, National Association serves as Trustee.
Lloyd I. Miller, III has dispositive power with respect to these 140,398 shares
of Common Stock held in the Trust accounts pursuant to an Investment Advisory
Agreement dated as of April 1, 1997 with PNC Bank, National Association, as
Trustee. Either party may terminate this Agreement on 30 days' prior written
notice.
ITEM 7 - IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Included are the following subsidiaries of PNC Bank Corp. - HC:
PNC Bancorp, Inc. - HC (wholly owned subsidiary of PNC Bank Corp.)
PNC Bank, National Association - BK (wholly owned subsidiary of PNC Bancorp
Inc.)
ITEM 8 - IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9 - NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10 - CERTIFICATION.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 13, 1998
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Date
/s/ ROBERT L. HAUNSCHILD
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Signature - PNC Bank Corp.
Robert L. Haunschild, Senior Vice President
and Chief Financial Officer
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Name/Title
February 13, 1998
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Date
/s/ PAUL L. AUDET
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Signature - PNC Bancorp, Inc.
Paul L. Audet, Vice President
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Name/Title
February 13, 1998
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Date
/s/ THOMAS R. MOORE
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Signature - PNC Bank, National Association
Thomas R. Moore, Vice President and Secretary
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Name/Title
SEE AGREEMENT ATTACHED AS EXHIBIT A
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AGREEMENT EXHIBIT A
February 13, 1998
The undersigned hereby agree to file a joint statement on Schedule 13G
under the Securities Exchange Act of 1934, as amended (the "Act") in connection
with their beneficial ownership of common stock issued by I.C.H. Corporation.
Each of the undersigned states that it is entitled to individually use
Schedule 13G pursuant to Rule 13d-1(c) of the Act.
Each of the undersigned is responsible for the timely filing of the
statement and any amendments thereto, and for the completeness and accuracy of
the information concerning each of them contained therein but none is
responsible for the completeness or accuracy of the information concerning the
others.
This agreement applies to any amendments to Schedule 13G.
PNC BANK CORP.
BY: /s/ ROBERT L. HAUNSCHILD
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Robert L. Haunschild, Senior Vice President
and Chief Financial Officer
PNC BANCORP, INC.
BY: /s/ PAUL L. AUDET
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Paul L. Audet, Vice President
PNC BANK, NATIONAL ASSOCIATION
BY: /s/ THOMAS R. MOORE
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Thomas R. Moore, Vice President and Secretary
