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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
MAY 24, 1994
Date of Report (Date of earliest event reported)
PNC BANK CORP.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 1-9718 25-1435979
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
ONE PNC PLAZA
FIFTH AVENUE AND WOOD STREET
PITTSBURGH, PENNSYLVANIA 15265
(Address of principal executive offices) (Zip Code)
(412) 762-2666
(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 November 27, 1992, PNC Bank Corp. ("PNC") and PNC Funding Corp
("PNC Funding"), a wholly-owned subsidiary of PNC, filed a Registration
Statement (No. 33-55114) on Form S-3 ("Registration Statement") under the
Securities Act of 1933 with the Securities and Exchange Commission
("Commission") pursuant to Rule 415. The Registration Statement related to
$1,000,000,000 of Debt Securities to be issued by PNC Funding and guaranteed by
PNC or Preferred Stock to be issued by PNC. The Commission declared the
Registration Statement effective on February 11, 1993. The Registration
Statement provided for the filing of forms of Debt Securities under cover of
Current Reports on Form 8-K. A form of Debt Security to be issued under the
Registration Statement is filed herewith. A public offering of $200,000,000 of
Debt Securities designated 7-3/4% Subordinated Notes Due 2004 is being made
pursuant to a prospectus supplement dated May 24, 1994.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The exhibits listed on the Exhibit Index on page 4 of this Form 8-K are filed
herewith.
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SIGNATURE
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: June 1, 1994 By /s/Robert L. Haunschild
-------------------------
Robert L. Haunschild
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
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EXHIBIT INDEX
1 Form of Underwriting Agreement dated as of May 24, 1994, among PNC
Funding Corp, PNC Bank Corp., and the several underwriters named therein,
filed herewith.
4 Form of Debt Security to be issued pursuant to Registration Statement
(No. 33-55114) on Form S-3, filed herewith.
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Exhibit 1
PNC Funding Corp,
Issuer
and
PNC Bank Corp.,
Guarantor
Underwriting Agreement
New York, New York
May 24, 1994
To the Representatives
named in Schedule I
hereto of the Under-
writers named in
Schedule II hereto
Dear Sirs:
PNC Funding Corp, a Pennsylvania corporation (the "Company"), proposes to sell
to the underwriters named in Schedule II hereto (the "Underwriters"), for whom
you are acting as representatives (the "Representatives"), the principal amount
of its securities identified in Schedule I hereto (together with the guarantees
mentioned below, the "Securities"), to be guaranteed by PNC Bank Corp., a
Pennsylvania corporation (the "Guarantor"), and to be issued under an indenture
dated as of December 1, 1991, among the Company, the Guarantor and Chemical
Bank, as trustee (the "Trustee"), as amended by a Supplemental Indenture dated
as of February 15, 1993, among the Company, the Guarantor and the Trustee (as
amended, the "Indenture"). If the firm or firms listed in Schedule II hereto
include only the firm or firms listed in Schedule I hereto, then the terms
"Underwriters" and "Representatives", as used herein, shall each be deemed to
refer to such firm or firms.
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1. REPRESENTATIONS AND WARRANTIES. The Company and the Guarantor represent
and warrant to, and agree with, each Underwriter as set forth below in this
Section 1. Certain terms used in this Section 1 are defined in paragraph (c)
hereof.
(a) If the offering of the Securities is a Delayed Offering (as specified
in Schedule I hereto), paragraph (i) below is applicable and, if the
offering of the Securities is a Non-Delayed Offering (as so specified),
paragraph (ii) below is applicable.
(i) The Company and the Guarantor meet the requirements for the use of
Form S-3 under the Securities Act of 1933 (the "Act") and have filed with the
Securities and Exchange Commission (the "Commission") a registration statement
(the file number of which is set forth in Schedule I hereto) on such Form,
including a basic prospectus, for registration under the Act of the offering
and sale of the Securities. The Company and the Guarantor may have filed one
or more amendments thereto, and may have used a Preliminary Final Prospectus,
each of which has previously been furnished to you. Such registration
statement, as so amended, has become effective. The offering of the Securities
is a Delayed Offering and, accordingly, it is not necessary that any further
information with respect to the Securities and the offering thereof required by
the Act and the rules thereunder to be included in the Final Prospectus have
been included in an amendment to such registration statement prior to the
Effective Date. The Company and the Guarantor will next file with the
Commission pursuant to Rules 415 and 424(b)(2) or (5) a final supplement to the
form of prospectus included in such registration statement relating to the
Securities and the offering thereof. As filed, such final prospectus
supplement shall include all required information with respect to the
Securities and the offering thereof and, except to the extent the
Representatives shall agree in writing to a modification, shall be in all
substantive respects in the form furnished to you prior to the Execution Time
or, to the extent not completed at the Execution Time, shall contain only such
specific additional information and other changes (beyond that contained in the
Basic Prospectus and any Preliminary Final Prospectus) as the Company has
advised you, prior to the Execution Time, will be included or made therein.
(ii) The Company and the Guarantor meet the requirements for the use of
Form S-3 under the Act and have filed with the Commission a registration
statement (the file number of which is set forth in Schedule I hereto) on such
Form, including a basic prospectus, for registration under the Act of the
offering and sale of the Securities. The Company and the Guarantor may have
filed one or more amendments thereto, including a Preliminary Final Prospectus,
each of which has previously been furnished to you. The Company and the
Guarantor will next file with the Commission either (x) a final prospectus
supplement relating to the Securities in accordance with Rules 430A and
424(b)(1) or (4), or (y) prior to the effectiveness of such registration
statement, an amendment to such registration statement, including the form of
final prospectus supplement. In the case of clause (x), the Company and the
Guarantor included in such registration statement, as amended at the Effective
Date, all information (other than Rule 430A Information) required by the Act
and the rules thereunder to be included in the Final Prospectus with respect to
the Securities and the offering thereof. As filed, such final prospectus
supplement or such amendment and form of final prospectus supplement shall
contain all Rule 430A Information, together with all other such required
information, with respect to the Securities and the offering thereof and,
except
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to the extent the Representatives shall agree in writing to a modification,
shall be in all substantive respects in the form furnished to you prior to the
Execution Time or, to the extent not completed at the Execution Time, shall
contain only such specific additional information and other changes (beyond
that contained in the Basic Prospectus and any Preliminary Final Prospectus) as
the Company has advised you, prior to the Execution Time, will be included or
made therein.
(b) On the Effective Date, the Registration Statement did or will, and
when the Final Prospectus is first filed (if required) in accordance with Rule
424(b) and on the Closing Date, the Final Prospectus (and any supplement
thereto) will, comply in all material respects with the applicable requirements
of the Act and the Securities Exchange Act of 1934 (the "Exchange Act") and the
respective rules thereunder; on the Effective Date, the Registration Statement
did not or will not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein not misleading; on the Effective Date and on the
Closing Date the Indenture did or will comply in all material respects with the
requirements of the Trust Indenture Act of 1939 (the "Trust Indenture Act") and
the rules thereunder; and, on the Effective Date, the Final Prospectus, if not
filed pursuant to Rule 424(b), did not or will not, and on the date of any
filing pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus
(together with any supplement thereto) will not, include any untrue statement
of a material fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made, not misleading; PROVIDED, HOWEVER, that the Company makes no
representations or warranties as to (i) that part of the Registration Statement
which shall constitute the Statement of Eligibility and Qualification (Form
T-1) under the Trust Indenture Act of the Trustee or (ii) the information
contained in or omitted from the Registration Statement or the Final Prospectus
(or any supplement thereto) in reliance upon and in conformity with information
furnished in writing to the Company by or on behalf of any Underwriter through
the Representatives specifically for use in connection with the preparation of
the Registration Statement or the Final Prospectus (or any supplement thereto).
(c) The terms which follow, when used in this Agreement, shall have the
meanings indicated. The term "the Effective Date" shall mean each date that
the Registration Statement and any post-effective amendment or amendments
thereto became or become effective. "Execution Time" shall mean the date and
time that this Agreement is executed and delivered by the parties hereto.
"Basic Prospectus" shall mean the prospectus referred to in paragraph (a) above
contained in the Registration Statement at the Effective Date including, in the
case of a Non-Delayed Offering, any Preliminary Final Prospectus. "Preliminary
Final Prospectus" shall mean any preliminary prospectus supplement to the Basic
Prospectus which describes the Securities and the offering thereof and is used
prior to filing of the Final Prospectus. "Final Prospectus" shall mean the
prospectus supplement
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relating to the Securities that is first filed pursuant to Rule 424(b) after
the Execution Time, together with the Basic Prospectus or, if, in the case of a
Non-Delayed Offering, no filing pursuant to Rule 424(b) is required, shall mean
the form of final prospectus relating to the Securities, including the Basic
Prospectus, included in the Registration Statement at the Effective Date.
"Registration Statement" shall mean the registration statement referred to in
paragraph (a) above, including incorporated documents, exhibits and financial
statements, as amended at the Execution Time (or, if not effective at the
Execution Time, in the form in which it shall become effective) and, in the
event any post-effective amendment thereto becomes effective prior to the
Closing Date (as hereinafter defined), shall also mean such registration
statement as so amended. Such term shall include any Rule 430A Information
deemed to be included therein at the Effective Date as provided by Rule 430A.
"Rule 415", "Rule 424", "Rule 430A" and "Regulation S-K" refer to such rules or
regulation under the Act. "Rule 430A Information" means information with
respect to the Securities and the offering thereof permitted to be omitted from
the Registration Statement when it becomes effective pursuant to Rule 430A.
Any reference herein to the Registration Statement, the Basic Prospectus any
Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer
to and include the documents incorporated by reference therein pursuant to Item
12 of Form S-3 which were filed under the Exchange Act on or before the
Effective Date of the Registration Statement or the issue date of the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as the
case may be; and any reference herein to the terms "amend", "amendment" or
"supplement" with respect to the Registration Statement, the Basic Prospectus,
any Preliminary Final Prospectus or the Final Prospectus shall be deemed to
refer to and include the filing of any document under the Exchange Act after
the Effective Date of the Registration Statement or the issue date of the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as the
case may be, deemed to be incorporated therein by reference. A "Non-Delayed
Offering" shall mean an offering of securities which is intended to commence
promptly after the effective date of a registration statement, with the result
that, pursuant to Rules 415 and 430A, all information (other than Rule 430A
Information) with respect to the securities so offered must be included in such
registration statement at the effective date thereof. A "Delayed Offering"
shall mean an offering of securities pursuant to Rule 415 which does not
commence promptly after the effective date of a registration statement, with
the result that only information required pursuant to Rule 415 need be included
in such registration statement at the effective date thereof with respect to
the securities so offered. Whether the offering of the Securities is a
Non-Delayed Offering or a Delayed Offering shall be set forth in Schedule I
hereto.
2. PURCHASE AND SALE. Subject to the terms and conditions and in reliance
upon the representations and warranties herein set forth, the Company agrees
to, and the Guarantor agrees to cause the Company to, sell to each Underwriter,
and each Underwriter agrees, severally and not jointly, to purchase from the
Company, at the purchase price set forth in Schedule I hereto the principal
amount of the Securities set forth opposite such Underwriter's name in Schedule
II hereto, except that, if Schedule I hereto provides for the sale of
Securities pursuant to delayed delivery arrangements, the respective principal
amounts of Securities to be purchased by the Underwriters shall be as set forth
in Schedule II hereto less the respective amounts of Contract Securities
determined as provided below. Securities to be purchased by the Underwriters
are herein sometimes called the "Underwriters' Securities" and Securities to be
purchased pursuant to Delayed Delivery Contracts as hereinafter pro-
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vided are herein called "Contract Securities".
If so provided in Schedule I hereto, the Underwriters are authorized to solicit
offers to purchase Securities from the Company pursuant to delayed delivery
contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule
III hereto but with such changes therein as the Company and the Guarantor may
authorize or approve. The Underwriters will endeavor to make such arrangements
and, as compensation therefor, the Company will pay, and the Guarantor will
cause the Company to pay, to the Representatives, for the account of the
Underwriters, on the Closing Date, the percentage set forth in Schedule I
hereto of the principal amount of the Securities for which Delayed Delivery
Contracts are made. Delayed Delivery Contracts are to be with institutional
investors, including commercial and savings banks, insurance companies, pension
funds, investment companies and educational and charitable institutions. The
Company will enter into, and the Guarantor will cause the Company to enter
into, Delayed Delivery Contracts in all cases where sales of Contract
Securities arranged by the Underwriters have been approved by the Company but,
except as the Company may otherwise agree, each such Delayed Delivery Contract
must be for not less than the minimum principal amount set forth in Schedule I
hereto and the aggregate principal amount of Contract Securities may not exceed
the maximum aggregate principal amount set forth in Schedule I hereto. The
Underwriters will not have any responsibility in respect of the validity or
performance of Delayed Delivery Contracts. The principal amount of Securities
to be purchased by each Underwriter as set forth in Schedule II hereto shall be
reduced by an amount which shall bear the same proportion to the total
principal amount of Contract Securities as the principal amount of Securities
set forth opposite the name of such Underwriter bears to the aggregate
principal amount set forth in Schedule II hereto, except to the extent that you
determine that such reduction shall be otherwise than in such proportion and so
advise the Company in writing; PROVIDED, HOWEVER, that the total principal
amount of Securities to be purchased by all Underwriters shall be the aggregate
principal amount set forth in Schedule II hereto less the aggregate principal
amount of Contract Securities.
3. DELIVERY AND PAYMENT. Delivery of and payment for the Underwriters'
Securities shall be made on the date and at the time specified in Schedule I
hereto (or such later date not later than five business days after such
specified date as the Representatives shall designate), which date and time may
be postponed by agreement among the Representatives, the Company and the
Guarantor or as provided in Section 8 hereof (such date and time of delivery
and payment for the Underwriters' Securities being herein called the "Closing
Date"). Delivery of the Underwriters' Securities shall be made to the
Representatives for the respective accounts of the several Underwriters against
payment by the several Underwriters through the Representatives of the purchase
price thereof to or upon the order of the Company by wire transfer of Federal
or similar same day funds. Delivery of the Underwriters' Securities shall be
made at such location in the City of New York as the Representatives shall
reasonably designate at least one business day in advance of the Closing Date
and payment for the Securities shall be made at the office specified in
Schedule I hereto. Certificates for the Underwriters' Securities shall be
registered in such names and in such denominations as the Representatives may
request not less than three full business days in advance of the Closing Date.
The Company and the Guarantor agree to have the Underwriters' Securities
available for
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inspection, checking and packaging by the Representatives in New York, New
York, not later than 1:00 p.m. on the business day prior to the Closing Date.
AGREEMENTS. The Company and the Guarantor jointly and severally agree with the
several Underwriters that:
(a) The Company and the Guarantor will use their best efforts to cause the
Registration Statement, if not effective at the Execution Time, and any
amendment thereto, to become effective. Prior to the termination of the
offering of the Securities, the Company and the Guarantor will not file any
amendment of the Registration Statement or supplement (including the Final
Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus unless
the Company and the Guarantor have furnished you a copy for your review prior
to filing and will not file any such proposed amendment or supplement to which
you reasonably object. Subject to the foregoing sentence, the Company and the
Guarantor will cause the Final Prospectus, properly completed, and any
supplement thereto to be filed with the Commission pursuant to the applicable
paragraph of Rule 424(b) within the time period prescribed and will provide
evidence satisfactory to the Representatives of such timely filing. The
Company and the Guarantor will promptly advise the Representatives (i) when the
Registration Statement, if not effective at the Execution Time, and any
amendment thereto, shall have become effective, (ii) when the Final Prospectus,
and any supplement thereto, shall have been filed with the Commission pursuant
to Rule 424(b), (iii) when, prior to termination of the offering of the
Securities, any amendment to the Registration Statement shall have been filed
or become effective, (iv) of any request by the Commission for any amendment of
the Registration Statement or supplement to the Final Prospectus or for any
additional information, (v) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the institution
or threatening of any proceeding for that purpose and (vi) of the receipt by
the Company or the Guarantor of any notification with respect to the suspension
of the qualification of the Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose. The Company and
the Guarantor will use their best efforts to prevent the issuance of any such
stop order and, if issued, to obtain as soon as possible the withdrawal
thereof.
(b) If, at any time when a prospectus relating to the Securities is
required to be delivered under the Act, any event occurs as a result of which
the Final Prospectus as then supplemented would include any untrue statement of
a material fact or omit to state any material fact necessary to make the
statements therein in the light of the circumstances under which they were made
not misleading, or if it shall be necessary to amend the Registration Statement
or supplement the Final Prospectus to comply with the Act or the Exchange Act
or the respective rules thereunder, the Company and the Guarantor promptly will
prepare and file with the Commission, subject to the second sentence of
paragraph (a) of this Section 4, an amendment or supplement which will correct
such statement or omission or effect such compliance.
(c) As soon as practicable, the Guarantor will make generally available to
its security holders and to the Representatives an earnings statement or
statements of the Guarantor and its subsidiaries which will satisfy the
provisions of Section 11(a) of the Act and Rule 158 under the Act.
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(d) The Company and the Guarantor will furnish to the Representatives and
counsel for the Underwriters, without charge, copies of the Registration
Statement (including exhibits thereto) and, so long as delivery of a prospectus
by an Underwriter or dealer may be required by the Act, as many copies of any
Preliminary Final Prospectus and the Final Prospectus and any supplement
thereto as the Representatives may reasonably request. The Company and the
Guarantor will pay the expenses of printing or other production of all
documents relating to the offering.
(e) The Company and the Guarantor will use their best efforts to arrange
for the qualification of the Securities for sale under the laws of such
jurisdictions as the Representatives may designate, will maintain such
qualifications in effect so long as required for the distribution of the
Securities and will arrange for the determination of the legality of the
Securities for purchase by institutional investors; PROVIDED, HOWEVER, that
neither the Company nor the Guarantor shall be required to qualify to do
business in any jurisdiction where it is not now qualified or to take any
action which would subject it to general or unlimited service of process in any
jurisdiction where they are not now subject.
(f) Until the business day following the Closing Date, the Company and the
Guarantor will not, without the consent of the Representatives, offer, sell or
contract to sell, or announce the offering of, any debt securities covered by
the Registration Statement or any other registration statement filed under the
Act.
5. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS. The obligations of the
Underwriters to purchase the Underwriters' Securities shall be subject to the
accuracy of the representations and warranties on the part of the Company and
the Guarantor contained herein as of the Execution Time and the Closing Date,
to the accuracy of the statements of the Company and the Guarantor made in any
certificates pursuant to the provisions hereof, to the performance by the
Company and the Guarantor of their obligations hereunder and to the following
additional conditions:
(a) If the Registration Statement has not become effective prior to the
Execution Time, unless the Representatives agree in writing to a later time,
the Registration Statement will become effective not later than (i) 6:00 p.m.
New York City time, on the date of determination of the public offering price,
if such determination occurred at or prior to 3:00 p.m. New York City time on
such date or (ii) 12:00 noon on the business day following the day on which the
public offering price was determined, if such determination occurred after 3:00
p.m. New York City time on such date; if filing of the Final Prospectus, or any
supplement thereto, is required pursuant to Rule 424(b), the Final Prospectus,
and any such supplement, shall have been filed in the manner and within the
time period required by Rule 424(b); and no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted or threatened.
(b) The Company and the Guarantor shall have furnished to the
Representatives the opinion of William F. Strome, Esq., Senior Vice President,
Deputy General Counsel and Secretary of the Guarantor, dated the Closing Date,
to the effect that:
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(i) the Guarantor has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the Commonwealth of
Pennsylvania with full corporate power and authority to own its properties and
conduct its business as described in the Final Prospectus, is duly registered
as a bank holding company under the Bank Holding Company Act of 1956, as
amended, and is duly qualified to do business as a foreign corporation and is
in good standing under the laws of each jurisdiction which requires such
qualification wherein it owns or leases material properties or conducts
material business;
(ii) each of PNC Bank, National Association, PNC Bank, Kentucky, Inc.,
PNC Bank, Ohio, National Association, Bank of Delaware and the Company
(individually a "Subsidiary" and collectively the "Subsidiaries") has been duly
incorporated and is validly existing as a corporation in good standing under
the laws of the jurisdiction in which it is chartered or organized, with full
corporate power and authority to own its properties and conduct its business as
described in the Final Prospectus, and is duly qualified to do business as a
foreign corporation and is in good standing under the laws of each jurisdiction
which requires such qualification wherein it owns or leases material properties
or conducts material business;
(iii) all the outstanding shares of capital stock of each Subsidiary
have been duly and validly authorized and issued and (except as provided in 12
U.S.C. Section 55 in the case of the Guarantor's subsidiaries which are
national banking associations) are fully paid and nonassessable, and, except as
otherwise set forth in the Final Prospectus, all outstanding shares of capital
stock of the Subsidiaries, are owned by the Guarantor either directly or
through wholly owned subsidiaries free and clear of any perfected security
interest and, to the knowledge of such counsel, after due inquiry, any other
security interests, claims, liens or encumbrances;
(iv) the Guarantor's authorized equity capitalization is as set forth in
the Final Prospectus; the Securities conform in all material respects to the
description thereof contained in the Final Prospectus; and, if the Securities
are to be listed on any stock exchange, authorization therefor has been given,
subject to official notice of issuance and evidence of satisfactory
distribution, or the Company and the Guarantor have filed a preliminary listing
application and all required supporting documents with respect to the
Securities with such stock exchange and nothing has caused such counsel to
believe that the Securities will not be authorized for listing, subject to
official notice of issuance and evidence of satisfactory distribution;
(v) the Indenture has been duly authorized, executed and delivered, has
been duly qualified under the Trust Indenture Act, and constitutes a legal,
valid and binding instrument enforceable against the Company in accordance with
its terms (subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting creditors'
rights generally from time to time in effect); and the Securities have been
duly authorized and, when executed and authenticated in accordance with the
provisions of the Indenture and delivered to and paid for by the Underwriters
pursuant to this
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Agreement, in the case of the Underwriters' Securities, or by the purchasers
thereof pursuant to Delayed Delivery Contracts, in the case of any Contract
Securities, will constitute legal, valid and binding obligations of the Company
and the Guarantor entitled to the benefits of the Indenture;
(vi) to the best knowledge of such counsel, there is no pending or
threatened action, suit or proceeding before any court or governmental agency,
authority or body or any arbitrator involving the Guarantor or any of its
subsidiaries, of a character required to be disclosed in the Registration
Statement which is not adequately disclosed in the Final Prospectus, and there
is no franchise, contract or other document of a character required to be
described in the Registration Statement or Final Prospectus, or to be filed as
an exhibit, which is not described or filed as required; and the statements
included or incorporated in the Final Prospectus describing any legal
proceedings or material contracts or agreements relating to the Guarantor or
any of its subsidiaries, and the statements in the Final Prospectus under the
caption "Certain Tax Considerations", fairly summarize such matters;
(vii) the Registration Statement has become effective under the Act; any
required filing of the Basic Prospectus, any Preliminary Final Prospectus and
the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has
been made in the manner and within the time period required by Rule 424(b); to
the best knowledge of such counsel, no stop order suspending the effectiveness
of the Registration Statement has been issued, no proceedings for that purpose
have been instituted or threatened, and the Registration Statement and the
Final Prospectus (other than the financial statements and other financial and
statistical information contained therein as to which such counsel need express
no opinion) comply as to form in all material respects with the applicable
requirements of the Act and the Exchange Act and the respective rules
thereunder; and nothing has caused such counsel to believe that at the
Effective Date the Registration Statement contained any untrue statement of a
material fact or omitted to state any material fact required to be stated
therein or necessary to make the statements therein not misleading or that the
Final Prospectus includes any untrue statement of a material fact or omits to
state a material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading;
(viii) this Agreement and any Delayed Delivery Contracts have been duly
authorized, executed and delivered by the Company and the Guarantor;
(ix) no consent, approval, authorization or order of any court or
governmental agency or body is required for the consummation of the
transactions contemplated herein or in any Delayed Delivery Contracts, except
such as have been obtained under the Act and such as may be required under the
blue sky laws of any jurisdiction in connection with the purchase and
distribution of the Securities by the Underwriters and such other approvals
(specified in such opinion) as have been obtained;
(x) neither the issue and sale of the Securities, nor the consummation
of any other of the transactions herein contemplated nor the fulfillment of the
terms hereof or of any Delayed Delivery Contracts will conflict with, result in
a breach of, or constitute a default under the charter or by-laws of the
Company or the Guarantor or the terms of any indenture or other agreement or
instrument known to such counsel and to which the Guarantor or any of its
subsidiaries is a party or bound, or any order or regulation known to such
counsel to be
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applicable to the Guarantor or any of its subsidiaries of any court, regulatory
body, administrative agency, governmental body or arbitrator having
jurisdiction over the Guarantor or any of its subsidiaries;
(xi) the Company is not considered an investment company for purposes of
the Investment Company Act of 1940, as amended, pursuant to Rule 3a-5
thereunder; and
(xii) no holders of securities of the Company have rights to the
registration of such securities under the Registration Statement.
In rendering such opinion, such counsel may rely (A) as to matters involving
the application of laws of any jurisdiction other than the Commonwealth of
Pennsylvania or the United States, to the extent deemed proper and specified in
such opinion, upon the opinion of other counsel of good standing believed to be
reliable and who are satisfactory to counsel for the Underwriters and (B) as to
matters of fact, to the extent deemed proper, on certificates of responsible
officers of the Company and the Guarantor and public officials. References to
the Final Prospectus in this paragraph (b) include any supplements thereto at
the Closing Date.
(c) The Representatives shall have received from Cravath, Swaine & Moore,
counsel for the Underwriters, such opinion or opinions, dated the Closing Date,
with respect to the issuance and sale of the Securities, the Indenture, any
Delayed Delivery Contracts, the Registration Statement, the Final Prospectus
(together with any supplement thereto) and other related matters as the
Representatives may reasonably require, and the Company shall have furnished to
such counsel such documents as they request for the purpose of enabling them to
pass upon such matters.
(d) The Guarantor shall have furnished to the Representatives a
certificate of the Guarantor, signed by the Chairman of the Board, the
President, a Vice Chairman of the Board or any Executive or Senior Vice
President and the principal financial or accounting officer of the Guarantor,
dated the Closing Date, to the effect that the signers of such certificate have
carefully examined the Registration Statement, the Final Prospectus, any
supplement to the Final Prospectus and this Agreement and that:
(i) the representations and warranties of the Company and the Guarantor
in this Agreement are true and correct in all material respects on and as of
the Closing Date with the same effect as if made on the Closing Date and the
Company and the Guarantor have complied with all the agreements and satisfied
all the conditions on their part to be performed or satisfied at or prior to
the Closing Date;
(ii) no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or, to the Guarantor's knowledge, threatened; and
(iii) since the date of the most recent financial statements included in
the Final Prospectus (exclusive of any supplement thereto), there has been no
material adverse change in the condition (financial or other), earnings,
business or properties of the Guarantor and its
10
<PAGE> 11
subsidiaries, whether or not arising from transactions in the ordinary course
of business, except as set forth in or contemplated in the Final Prospectus
(exclusive of any supplement thereto).
(e) At the Closing Date, Ernst & Young shall have furnished to the
Representatives a letter or letters (which may refer to letters previously
delivered to one or more of the Representatives), dated as of the Closing Date,
in form and substance satisfactory to the Representatives, confirming that they
are independent accountants within the meaning of the Act and the Exchange Act
and the respective applicable published rules and regulations thereunder and
stating in effect that:
(i) in their opinion the audited financial statements and financial
statement schedules included or incorporated in the Registration Statement and
the Final Prospectus and reported on by them comply in form in all material
respects with the applicable accounting requirements of the Act and the
Exchange Act and the related published rules and regulations;
(ii) on the basis of a reading of the latest unaudited financial
statements made available by the Guarantor and its subsidiaries; carrying out
certain specified procedures (but not an audit in accordance with generally
accepted auditing standards) which would not necessarily reveal matters of
significance with respect to the comments set forth in such letter; a reading
of the minutes of the meetings of the shareholders and directors of the
Guarantor and the Company and the audit and executive committees thereof and
inquiries of certain officials of the Guarantor who have responsibility for
financial and accounting matters of the Guarantor and its subsidiaries as to
transactions and events subsequent to the date of the most recent audited
financial statements in or incorporated in the Final Prospectus, nothing came
to their attention which caused them to believe that:
(1) any unaudited consolidated financial statements included or incorporated
in the Registration Statement and the Final Prospectus do not comply as to form
in all material respects with applicable accounting requirements and with the
published rules and regulations of the Commission with respect to financial
statements included or incorporated in quarterly reports on Form 10-Q under the
Exchange Act; and said unaudited consolidated financial statements are not in
conformity with generally accepted accounting principles applied on a basis
substantially consistent with that of the audited consolidated financial
statements included or incorporated in the Registration Statement and the Final
Prospectus; or
(2) with respect to the period subsequent to the date of the most recent
audited or unaudited financial statements incorporated in the Registration
Statement and the Final Prospectus, there were, at a specified date not more
than five business days prior to the date of the letter, any increases in the
notes and debentures of the Guarantor and the Company or any decreases in the
capital stock of the Guarantor or the shareholders' equity of the Guarantor as
compared with the amounts shown on the most recent consolidated balance sheet
incorporated in the Registration Statement and the Final Prospectus, or for the
period from the date of the most recent audited or unaudited financial
statements incorporated in the Registration Statement and the Final Prospectus
to such specified date there were any decreases, as compared with the
corresponding period in the preceding year, in total or per share amounts
11
<PAGE> 12
of net income of the Guarantor or net interest income except in all instances
for changes or decreases set forth in such letter, in which case the letter
shall be accompanied by an explanation by the Guarantor as to the significance
thereof unless said explanation is not deemed necessary by the Representatives;
(iii) they have performed certain other specified procedures as a result
of which they determined that certain information of an accounting, financial
or statistical nature (which is limited to accounting, financial or statistical
information derived from the general accounting records of the Guarantor and
its subsidiaries) set forth in the Registration Statement and the Final
Prospectus, including the information included or incorporated in Items 1, 5, 6
and 7 of the Guarantor's Annual Report on Form 10-K for the year ended December
31, 1992, incorporated in the Registration Statement and the Final Prospectus,
and the information included in the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included or incorporated in the
Guarantor's Quarterly Reports on Form 10-Q, incorporated in the Registration
Statement and the Final Prospectus, agrees with the accounting records of the
Guarantor and its Subsidiaries, excluding any questions of legal
interpretation; and
(iv) if unaudited pro forma financial statements are included or
incorporated in the Registration Statement and the Final Prospectus, on the
basis of a reading of the unaudited pro forma financial statements, carrying
out certain specified procedures, inquiries of certain officials of the
Guarantor who have responsibility for financial and accounting matters, and
proving the arithmetic accuracy of the application of the pro forma adjustments
to the historical amounts in the pro forma financial statements, nothing came
to their attention which caused them to believe that the pro forma financial
statements do not comply in form in all material respects with the applicable
accounting requirements of Rule 11-02 of Regulation S-X or that the pro forma
adjustments have not been properly applied to the historical amounts in the
compilation of such statements.
References to the Final Prospectus in this paragraph (e) include any supplement
thereto at the date of the letter.
In addition, except as provided in Schedule I hereto, at the Execution Time,
Ernst & Young shall have furnished to the Representatives a letter or letters,
dated as of the Execution Time, in form and substance satisfactory to the
Representatives, to the effect set forth above.
(f) Subsequent to the Execution Time or, if earlier, the dates as of which
information is given in the Registration Statement (exclusive of any amendment
thereof) and the Final Prospectus (exclusive of any supplement thereto), there
shall not have been (i) any change or decrease specified in the letter or
letters referred to in paragraph (e) of this Section 5 or (ii) any change, or
any development involving a prospective change, in or affecting the business or
properties of the Company and its Subsidiaries the effect of which, in any case
referred to in clause (i) or (ii) above, is, in the judgment of the
Representatives, so material and adverse as to make it impractical or
inadvisable to proceed with the offering or the delivery of the Securities as
contemplated by the Registration Statement (exclusive of any amendment thereof)
and the Final Prospectus (exclusive of any supplement thereto).
12
<PAGE> 13
(g) Subsequent to the Execution Time, there shall not have been any
decrease in the ratings of any of the Guarantor's debt securities by Moody's
Investors Service, Inc., or Standard & Poor's Corporation.
(h) Prior to the Closing Date, the Company and the Guarantor shall have
furnished to the Representatives such further information, certificates and
documents as the Representatives may reasonably request in connection with the
offering of the Securities.
(i) The Company and the Guarantor shall have accepted Delayed Delivery
Contracts in any case where sales of Contract Securities arranged by the
Underwriters have been approved by the Company.
If any of the conditions specified in this Section 5 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or
if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder may be canceled at,
or at any time prior to, the Closing Date by the Representatives. Notice of
such cancellation shall be given to the Company in writing or by telephone or
telegraph confirmed in writing.
6. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If the sale of the Securities
provided for herein is not consummated because any condition to the obligations
of the Underwriters set forth in Section 5 hereof is not satisfied, because of
any termination pursuant to Section 9 hereof or because of any refusal,
inability or failure on the part of the Company or the Guarantor to perform any
agreement herein or comply with any provision hereof other than by reason of a
default by any of the Underwriters, the Company and the Guarantor will
reimburse the Underwriters severally upon demand for all out-of-pocket expenses
(including reasonable fees and disbursements of counsel) that shall have been
incurred by them in connection with the proposed purchase and sale of the
Securities. In no event shall the Company or the Guarantor be liable to the
Underwriters for loss of anticipated profits from the transactions contemplated
by this Agreement.
7. INDEMNIFICATION AND CONTRIBUTION.
(a) The Company and the Guarantor jointly and severally agree to indemnify
and hold harmless each Underwriter and each person who controls any Underwriter
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the registration statement for the registration of
the Securities as originally filed or in any amendment thereof, or in the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any
amendment thereof or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
13
<PAGE> 14
and agrees to reimburse each such indemnified party, as incurred, for any legal
or other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability or action; PROVIDED,
HOWEVER, that (i) the Company and the Guarantor will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon any such untrue statement or alleged untrue statement or
omission or alleged omission made therein in reliance upon and in conformity
with written information furnished to the Company and the Guarantor by or on
behalf of any Underwriter through the Representatives specifically for use in
connection with the preparation thereof or that part of the Registration
Statement constituting the "Statement of Eligibility and Qualification" (Form
T-1) under the Trust Indenture Act of the Trustee, and (ii) such indemnity
with respect to the Basic Prospectus or any Preliminary Final Prospectus shall
not inure to the benefit of any Underwriter (or any person controlling such
Underwriter) from whom the person asserting any such loss, claim, damage or
liability purchased the Securities which are the subject thereof if such person
did not receive a copy of the Final Prospectus (or the Final Prospectus as
supplemented) excluding documents incorporated therein by reference at or prior
to the confirmation of the sale of such Securities to such person in any case
where such delivery is required by the Act and the untrue statement or omission
of a material fact contained in the Basic Prospectus or any Preliminary Final
Prospectus was corrected in the Final Prospectus (or the Final Prospectus as
supplemented). This indemnity agreement will be in addition to any liability
which the Company and the Guarantor may otherwise have.
(b) Each Underwriter severally agrees to indemnify and hold harmless the
Company and the Guarantor, each of their respective directors, each of their
respective officers who signs the Registration Statement, and each person who
controls the Company or the Guarantor within the meaning of either the Act or
the Exchange Act, to the same extent as the foregoing indemnity from the
Company and the Guarantor to each Underwriter, but only with reference to
written information relating to such Underwriter furnished to the Company and
the Guarantor by or on behalf of such Underwriter through the Representatives
specifically for use in the preparation of the documents referred to in the
foregoing indemnity. This indemnity agreement will be in addition to any
liability which any Underwriter may otherwise have. The Company and the
Guarantor acknowledge that the statements set forth in the last paragraph of
the cover page, the first paragraph of the second page and under the heading
"Underwriting" and, if Schedule I hereto provides for sales of Securities
pursuant to delayed delivery arrangements, in the last sentence under the
heading "Delayed Delivery Arrangements" in any Preliminary Final Prospectus or
the Final Prospectus constitute the only information furnished in writing by or
on behalf of the several Underwriters for inclusion in the documents referred
to in the foregoing indemnity, and you, as the representatives, confirm that
such statements are correct.
(c) Promptly after receipt by an indemnified party under this Section 7 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
this Section 7, notify the indemnifying party in writing of the commencement
thereof; but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party otherwise than
under this Section 7. In case any such action is brought against any
indemnified party, and it notifies the indemnifying party of the commencement
thereof, the indemnifying party
14
<PAGE> 15
will be entitled to participate therein, and to the extent that it may elect by
written notice delivered to the indemnified party promptly after receiving the
aforesaid notice from such indemnified party, to assume the defense thereof,
with counsel satisfactory to such indemnified party; PROVIDED, HOWEVER, that if
the defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party
or parties. Upon receipt of notice from the indemnifying party to such
indemnified party of its election so to assume the defense of such action and
approval by the indemnified party of such counsel, the indemnifying party will
not be liable to such indemnified party under this Section 7 for any legal or
other expenses subsequently incurred by such indemnified party in connection
with the defense thereof unless (i) the indemnified party shall have employed
separate counsel in accordance with the proviso to the next preceding sentence
(it being understood, however, that the indemnifying party shall not be liable
for the expenses of more than one separate counsel (plus any local counsel),
approved by the Representatives in the case of paragraph (a) of this Section 7,
representing the indemnified parties under such paragraph (a) who are parties
to such action), (ii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel for the indemnified
party at the expense of the indemnifying party; and except that, if clause (i)
or (iii) is applicable, such liability shall be only in respect of the counsel
referred to in such clause (i) or (iii).
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph (a) of
this Section 7 is due in accordance with its terms but is for any reason held
by a court to be unavailable from the Company or the Guarantor on grounds of
policy or otherwise, the Company and the Guarantor, on the one hand, and the
Underwriters, on the other hand, shall contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) to which the
Company, the Guarantor and one or more of the Underwriters may be subject in
such proportion so that the Underwriters are responsible for that portion
represented by the percentage that the underwriting discount bears to the sum
of such discount and the purchase price of the Securities specified in Schedule
I hereto and the Company and the Guarantor are responsible for the balance;
PROVIDED, HOWEVER, that (y) in no case shall any Underwriter (except as may be
provided in any agreement among underwriters relating to the offering of the
Securities) be responsible for any amount in excess of the underwriting
discount applicable to the Securities purchased by such Underwriter hereunder
and (z) no person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. For purposes of this
Section 7, each person who controls an Underwriter within the meaning of the
Act shall have the same rights to contribution as such Underwriter, and each
person who controls the Company within the meaning of either the Act or the
Exchange Act, each officer of the Company and the Guarantor who shall have
signed the Registration Statement and each director of the
15
<PAGE> 16
Company and the Guarantor shall have the same rights to contribution as the
Company and the Guarantor, subject in each case to clauses (y) and (z) of this
paragraph (d). Any party entitled to contribution will, promptly after receipt
of notice of commencement of any action, suit or proceeding against such party
in respect of which a claim for contribution may be made against another party
or parties under this paragraph (d), notify such party or parties from whom
contribution may be sought, but the omission to so notify such party or parties
shall not relieve the party or parties from whom contribution may be sought
from any other obligation it or they may have hereunder or otherwise than under
this paragraph (d).
8. DEFAULT BY AN UNDERWRITER. If any one or more Underwriters shall fail to
purchase and pay for any of the Securities agreed to be purchased by such
Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the amount of Securities set
forth opposite their names in Schedule II hereto bears to the aggregate amount
of Securities set forth opposite the names of all the remaining Underwriters)
the Securities which the defaulting Underwriter or Underwriters agreed but
failed to purchase; PROVIDED, HOWEVER, that in the event that the aggregate
amount of Securities which the defaulting Underwriter or Underwriters agreed
but failed to purchase shall exceed 10% of the aggregate amount of Securities
set forth in Schedule II hereto, the remaining Underwriters shall have the
right to purchase all, but shall not be under any obligation to purchase any,
of the Securities, and if such nondefaulting Underwriters do not purchase all
the Securities, this Agreement will terminate without liability to any
nondefaulting Underwriter, the Company or the Guarantor. In the event of a
default by any Underwriter as set forth in this Section 8, the Closing Date
shall be postponed for such period, not exceeding seven days, as the
Representatives shall determine in order that the required changes in the
Registration Statement and the Final Prospectus or in any other documents or
arrangements may be effected. Nothing contained in this Agreement shall
relieve any defaulting Underwriter of its liability, if any, to the Company and
any nondefaulting Underwriter for damages occasioned by its default hereunder.
9. TERMINATION. This Agreement shall be subject to termination in the
absolute discretion of the Representatives, by notice given to the Company and
the Guarantor prior to delivery of and payment for the Securities, if prior to
such time (i) trading in the Guarantor's Common Stock shall have been suspended
by the Commission or the New York Stock Exchange or trading in securities
generally on the New York Stock Exchange shall have been suspended or limited
or minimum prices shall have been established on such Exchange, (ii) a banking
moratorium shall have been declared either by Federal, New York State or
Pennsylvania authorities or (iii) there shall have occurred any outbreak or
escalation of hostilities, declaration by the United States of a national
emergency or war or other calamity or crisis the effect of which on financial
markets is such as to make it, in the judgment of the Representatives,
impracticable to market the Securities.
10. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective agreements,
representations, warranties, indemnities and other statements of the Company,
the Guarantor or their respective officers and of the Underwriters set forth in
or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of
16
<PAGE> 17
any Underwriter or the Company or the Guarantor or any of the officers,
directors or controlling persons referred to in Section 7 hereof, and will
survive delivery of and payment for the Securities. The provisions of Sections
6 and 7 hereof shall survive the termination or cancellation of this Agreement.
11. NOTICES. All communications hereunder will be in writing and effective
only on receipt, and, if sent to the Representatives, will be mailed, delivered
or telegraphed and confirmed to them, at the address specified in Schedule I
hereto; or, if sent to the Company or the Guarantor, will be mailed, delivered
or telegraphed and confirmed to it at One PNC Plaza, Fifth Avenue and Wood
Street, Pittsburgh, Pennsylvania 15265, attention of the Executive Vice
President--Finance and Administration of the Guarantor.
12. SUCCESSORS. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 7 hereof, and no other
person will have any right or obligation hereunder.
17
<PAGE> 18
13. APPLICABLE LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of New York.
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the
Company, the Guarantor and the several Underwriters.
Very truly yours,
PNC Funding Corp
By: /s/ Gere E. Grimm
-------------------------
Name: Gere E. Grimm
Title: Director of Finance
PNC Bank Corp.
By: /s/ Robert L. Haunschild
--------------------------
Name: Robert L. Haunschild
Title: Senior Vice President
18
<PAGE> 19
The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.
Smith Barney Shearson Inc.
Salomon Brothers Inc
CS First Boston Corporation
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
By: Smith Barney Shearson Inc.
By: /s/ Robert H. B. Baldwin, Jr.
-------------------------------
Name: Robert H. B. Baldwin, Jr.
Title: Managing Director
19
<PAGE> 20
SCHEDULE I
Underwriting Agreement dated May 24, 1994
Registration Statement No. 33-55114
Representatives:
Smith Barney Shearson Inc.
Salomon Brothers Inc
CS First Boston Corporation
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
c/o Smith Barney Shearson Inc.
1345 Avenue of the Americas
New York, N.Y. 10105
Title, Purchase Price and Description of Securities:
Title: 7-3/4% Subordinated Notes Due 2004
Principal amount: $200,000,000
Public offering price: 99.350% of the Principal Amount plus
accrued interest, if any, from
June 1, 1994.
Purchase price: 98.700% of the Principal Amount plus
accrued interest, if any, from
June 1, 1994.
Sinking fund provisions: None.
Redemption provisions: None.
Other provisions: None.
Closing Date, Time and Location: June 1, 1994, 10:00 a.m.
at the offices of Cravath, Swaine & Moore, Worldwide Plaza,
825 Eighth Avenue, New York, N.Y. 10019
20
<PAGE> 21
Type of Offering: Delayed Offering.
Delayed Delivery Arrangements: None.
Fee: N/A
Minimum principal amount of each contract: N/A
Maximum aggregate principal amount of all contracts: N/A
Modification of items to be covered by the letter from
Ernst & Young delivered pursuant to Section 5(e):
A draft of the letter delivered pursuant to
Section 5(e) shall be delivered prior to the Execution
Time and an executed copy of such letter shall be
delivered on the Closing Date.
21
<PAGE> 22
SCHEDULE II
<TABLE>
<CAPTION>
Principal Amount
of Securities To
Underwriters Be Purchased
- - ------------ ----------------
<S> <C>
Smith Barney Shearson Inc. $ 40,000,000
Salomon Brothers Inc 40,000,000
CS First Boston Corporation 40,000,000
Goldman, Sachs & Co. 40,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated 40,000,000
------------
Total $200,000,000
============
</TABLE>
22
<PAGE> 23
SCHEDULE III
Delayed Delivery Contract
, 19
[Insert name and address
of lead Representatives]
Dear Sirs:
The undersigned hereby agrees to purchase from PNC Funding Corp (the
"Company"), and the Company agrees to sell to the undersigned, on, 19 ,
(the "Delivery Date"), $ principal amount of the Company's guaranteed by
PNC Bank Corp. (the "Securities") offered by the Company's Prospectus dated
, 19 , and related Prospectus Supplement dated , 19 , receipt of a
copy of which is hereby acknowledged, at a purchase price of % of the
principal amount thereof, plus [accrued interest] [amortization of original
issue discount], if any, thereon from , 19 , to the date of payment
and delivery, and on the further terms and conditions set forth in this
contract.
Payment for the Securities to be purchased by the undersigned shall be
made on or before 11:00 AM, New York City time, on the Delivery Date to or upon
the order of the Company in New York Clearing House (next day) funds, at your
office or at such other place as shall be agreed between the Company and the
undersigned, upon delivery to the undersigned of the Securities in definitive
fully registered form and in such authorized denominations and registered in
such names as the undersigned may request by written or telegraphic
communication addressed to the Company not less than five full business days
prior to the Delivery Date. If no request is received, the Securities will be
registered in the name of the undersigned and issued in a denomination equal to
the aggregate principal amount of Securities to be purchased by the undersigned
on the Delivery Date.
The obligation of the undersigned to take delivery of and make payment for
23
<PAGE> 24
Securities on the Delivery Date, and the obligation of the Company to sell and
deliver Securities on the Delivery Date, shall be subject to the conditions
(and neither party shall incur any liability by reason of the failure thereof)
that (1) the purchase of Securities to be made by the undersigned, which
purchase the undersigned represents is not prohibited on the date hereof, shall
not on the Delivery Date be prohibited under the laws of the jurisdiction to
which the undersigned is subject, and (2) the Company, on or before the
Delivery Date, shall have sold to certain underwriters (the "Underwriters")
such principal amount of the Securities as is to be sold to them pursuant to
the Underwriting Agreement referred to in the Prospectus and Prospectus
Supplement mentioned above. Promptly after completion of such sale to the
Underwriters, the Company will mail or deliver to the undersigned at its
address set forth below notice to such effect, accompanied by a copy of the
opinion of counsel for the Company delivered to the Underwriters in connection
therewith. The obligation of the undersigned to take delivery of and make
payment for the Securities, and the obligation of the Company to cause the
Securities to be sold and delivered, shall not be affected by the failure of
any purchaser to take delivery of and make payment for the Securities pursuant
to other contracts similar to this contract.
This contract will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without the written consent of the other.
It is understood that acceptance of this contract and other similar
contracts is in the Company's sole discretion and, without limiting the
foregoing, need not be on a first come, first served basis. If this contract
is acceptable to the Company, it is required that the Company sign the form of
acceptance below and mail or deliver one of the
24
<PAGE> 25
counterparts hereof to the undersigned at its address set forth below. This
will become a binding contract between the Company and the undersigned, as of
the date first above written, when such counterpart is so mailed or delivered.
This agreement shall be governed by and construed in accordance with the laws
of the State of New York.
Very truly yours,
................................
(Name of Purchaser)
By
................................
(Signature and Title of Officer)
................................
(Address)
Accepted:
PNC Funding Corp,
By
......................
(Authorized Signature)
25
<PAGE> 1
Exhibit 4
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
NEITHER THIS NOTE NOR THE GUARANTEE INCLUDED HEREIN IS A DEPOSIT OR INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION OR BY ANY OTHER FEDERAL AGENCY.
AS OF FEBRUARY 15, 1993, THE INDENTURE, DATED AS OF
DECEMBER 1, 1991, RELATING TO THIS SECURITY HAS BEEN
AMENDED BY A SUPPLEMENTAL INDENTURE.
PNC FUNDING CORP
7 3/4% SUBORDINATED NOTES DUE 2004
REGISTERED CUSIP 693476AH6
No. ___ $______________
PNC FUNDING CORP, a corporation duly organized and existing under the laws
of Pennsylvania (herein called the "Company," which term includes any successor
1
<PAGE> 2
corporation under the Indenture hereinafter referred to), for value received,
hereby promises to pay to ______________, or registered assigns, the principal
sum of ___________________________ on June 1, 2004, and to pay interest thereon
from June 1, 1994, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semiannually on June 1 and
December 1 in each year, commencing December 1, 1994, and at maturity, at the
rate of 7 3/4% per annum, until the principal hereof is paid or made available
for payment, and (to the extent that the payment of such interest shall be
legally enforceable) at the same rate per annum on any overdue principal and
premium and on any overdue installment of interest. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the May 15, or
November 15 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner acceptable to the Trustee and not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
Payment of the principal of and interest on this Security will be made at
the office or agency of the Company maintained for that purpose in the Borough
of Manhattan in the City of New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; PROVIDED, HOWEVER, that each installment of interest
on this Security may be paid by mailing checks for such interest payable to or
upon the written order of the Holders of this Security entitled thereto as they
shall appear on the registry books of the Company.
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<PAGE> 3
Unless the certificate of authentication hereon has been executed by the
Trustee, hereinafter referred to, by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of December 1, 1991, among the
Company, PNC Financial Corp (now known as PNC Bank Corp.) ("Guarantor") and
Manufacturers Hanover Trust Company, as Trustee (herein called the "Trustee,"
which term includes any successor trustee under the Indenture) as amended by a
Supplemental Indenture dated as of February 15, 1993 by and among the Company,
PNC Bank Corp. (formerly known as PNC Financial Corp) ("Guarantor") and
Chemical Bank (successor by merger to Manufacturers Hanover Trust Company)
("Trustee") (such Indenture as amended being herein called the "Indenture"), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated
above, limited (except as provided in the Indenture) in aggregate principal
amount to $200,000,000.
The Securities of this series are not redeemable prior to their Stated
Maturity.
If an Event of Default (as defined in the Indenture) with respect to
Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and
with the effect provided in the Indenture.
The indebtedness of the Company evidenced by the Securities of this
series, including the principal thereof and interest thereon, is, to the extent
and in the manner set forth in the Indenture, subordinate and junior in right
of payment to its obligations to holders of Senior Company Indebtedness (as
defined in the Indenture) and shall rank PARI PASSU in right of payment with
each other and with Existing Company Subordinated Indebtedness (as defined in
said Indenture), subject to the obligations of the holders of the Securities to
pay over any Excess Proceeds to creditors in respect of Other Company
Obligations, as provided in the Indenture, and each Holder of Securities, by
the acceptance hereof, agrees to and shall be bound by such provisions of the
Indenture. The indebtedness of the Company evidenced by the Securities of this
series, including the principal thereof and interest thereon, also shall rank
PARI PASSU in right of payment with the Company's 6-7/8% Subordinated Notes Due
2003 and 6-1/8% Subordinated Notes Due 2003, the holders of which are also
obligated to pay
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<PAGE> 4
over any Excess Proceeds to creditors in respect of Other Company Obligations,
as provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the Guarantor and the rights of the holders of the Securities of
any series under the Indenture at any time by the Company, the Guarantor and
the Trustee with the consent of the holders of a majority in principal amount
of the outstanding Securities of all series (voting as one class) to be
affected by such amendment or modification. The Indenture also contains
provisions permitting the holders of specified percentages in principal amount
of the Outstanding Securities of any series, on behalf of the holders of all
Securities of such series, to waive compliance by the Company or the Guarantor
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the holder of
this Security shall be conclusive and binding upon such holder and upon all
future holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth and to the limitations set forth in the legend on the first page of
this Security, the transfer of this Security is registrable in the Security
Register, upon due presentment of this Security for registration of transfer at
the office or agency of the Company in the Borough of Manhattan, The City of
New York, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company duly executed by, the registered holder
hereof or his attorney duly authorized in writing, and thereupon one or more
new Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same.
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<PAGE> 5
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Guarantor, the Trustee and any agent of the Company, the
Guarantor or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security
be overdue, and neither the Company, the Guarantor, the Trustee nor any such
agent shall be affected by notice to the contrary.
This Security is a global security. Accordingly, unless and until it is
exchanged in whole or in part for individual certificates evidencing the
Securities represented hereby, this Security may not be transferred except as a
whole by The Depository Trust Company (the "Depositary") to a nominee of such
Depositary or by a nominee of such Depositary or by the Depositary or any
nominee to a successor Depositary or any nominee of such successor. Ownership
of beneficial interests in this Security will be shown on, and the transfer of
that ownership will be effected only through, records maintained by the
applicable Depositary or its nominee (with respect to interest of persons that
have accounts with the Depositary ("Participants")) and the records of
Participants (with respect to interests of persons other than Participants).
The laws of some states require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such limits and such
laws may impair the ability to transfer beneficial interests in this Security.
Except as provided below, owners of beneficial interests in this Security will
not be entitled to have any individual certificates and will not be considered
the owners or Holders thereof under the Indenture.
Neither the Company, the Trustee, any Issuing and Paying Agent or any
Security Registrar will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests in this Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
If the Depositary is at any time unwilling, unable or ineligible to
continue as Depositary and a successor Depositary is not appointed by the
Company within 90 days, the Company will issue individual certificates
evidencing the Securities represented hereby in definitive form in exchange for
this Security. In addition, the Company may at any time and in its sole
discretion determine not to have any Securities represented by one or more
global securities and, in such event, will issue individual certificates
evidencing Securities in definitive form in exchange for this
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<PAGE> 6
Security. In any such instance, an owner of a beneficial interest in a
Security will be entitled to physical delivery in certificated form of
Securities equal in principal amount to such beneficial interest and to have
such Securities registered in its name. Securities so issued in certificated
form will be issued in denominations of $1,000 and any integral multiple
thereof and will be issued in registered form only, without coupons.
The Indenture contains provisions setting forth certain conditions to the
institution of proceedings by the holders of Securities with respect to the
Indenture or for any remedy under the Indenture.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
IN WITNESS WHEREOF, PNC Funding Corp has caused this Note to be signed in
its name by its Chairman of the Board, President or any Executive or Senior
Vice President, and by its Secretary or an Assistant Secretary, or by
facsimiles of any of their signatures, and its corporate seal, or a facsimile
thereof, to be hereto affixed.
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<PAGE> 7
Dated: June 1, 1994
PNC FUNDING CORP
By _____________________________________
Robert L. Haunschild
Senior Vice President
Attest:
_______________________________________
William F. Strome
Secretary
[SEAL]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
CHEMICAL BANK as Trustee
By _______________________________________
Authorized Officer
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<PAGE> 8
GUARANTEE OF
PNC BANK CORP.
FOR VALUE RECEIVED, PNC BANK CORP., a corporation duly organized and
existing under the laws of the Commonwealth of Pennsylvania (herein called the
"Guarantor"), hereby unconditionally guarantees to the holder of the Security
upon which this Guarantee is endorsed the due and punctual payment of the
principal and interest on said Security, when and as the same shall become due
and payable, whether by declaration thereof or otherwise, according to the
terms thereof and of the Indenture referred to therein. In case of default by
PNC Funding Corp (herein called the "Company") in the payment of any such
principal or interest, the Guarantor agrees duly and punctually to pay the
same.
The Guarantor hereby agrees that its obligations hereunder shall be
absolute and unconditional, irrespective of, and shall be unaffected by, any
invalidity, irregularity or unenforceability of said Security or said
Indenture, any failure to enforce the provisions of said Security or said
Indenture, or any waiver, modification or indulgence granted to the Company
with respect thereto, by the holder of said Security or the Trustee under said
Indenture or any other circumstances which may otherwise constitute a legal or
equitable discharge of a surety or guarantor. The Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of merger or bankruptcy of the Company, any right to require a proceeding
first against the Company, protest or notice with respect to said Security or
the indebtedness evidenced thereby and all demands whatsoever, and covenants
that this Guarantee will not be discharged except by payment in full of the
principal of and premium, if any, and interest on said Security.
The obligations of the Guarantor evidenced by this Guarantee are, to
the extent and in the manner set forth in said Indenture, subordinate and
junior in right of payment to the Guarantor's obligations to holders of Senior
Guarantor Indebtedness (as defined in said Indenture), and shall rank PARI
PASSU in right of payment with each other and with Existing Guarantor
Subordinated Indebtedness (as defined in said Indenture), subject to the
obligations of the holders of the Guarantees to pay over any Excess Proceeds to
creditors in respect of Other Guarantor Obligations, as provided in the
Indenture, and each holder of Securities, by the acceptance hereof, agrees to
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<PAGE> 9
and shall be bound by such provisions of said Indenture. The obligations of
the Guarantor evidenced by this Guarantee shall also rank PARI PASSU in right
of payment with the Guarantor's guarantees of the Company's 6-7/8% Subordinated
Notes Due 2003 and 6-1/8% Subordinated Notes Due 2003 the holders of which are
also obligated to pay over any Excess Proceeds to creditors in respect of Other
Guarantor Obligations, as provided in the Indenture.
The Guarantor shall be subrogated to all rights of the holder of said
Security against the Company in respect of any amounts paid by the Guarantor
pursuant to the provisions of this Guarantee; PROVIDED, HOWEVER, that the
Guarantor shall not be entitled to enforce, or to receive any payments arising
out of or based upon, such right of subrogation until the principal of and
premium, if any, and interest then due on all Securities issued under said
Indenture shall have been paid in full.
This Guarantee shall not be valid or become obligatory for any purpose
until the certificate of authentication on the Security on which this Guarantee
is endorsed shall have been signed manually by the Trustee under the Indenture
referred to in said Security.
All terms used in this Guarantee which are defined in the Indenture,
dated as of December 1, 1991, among the Company, the Guarantor and Manufacturers
Hanover Trust Company (now known as Chemical Bank), as Trustee, as amended by a
Supplemental Indenture dated as of February 15, 1993, by and among the Company,
the Guarantor and the Trustee shall have the meanings assigned to them in the
Indenture.
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<PAGE> 10
IN WITNESS WHEREOF, PNC BANK CORP. has caused this
Guarantee to be duly executed by manual or facsimile signature under its
corporate seal or a facsimile thereof.
Dated: June 1, 1994
PNC BANK CORP.
By _________________________________
Robert L. Haunschild
Senior Vice President
and Chief Financial Officer
Attest:
________________________________
William F. Strome
Corporate Secretary
[SEAL]
3
