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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
JANUARY 6, 1995
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
COMMISSION FILE NUMBER 1-9718
PNC BANK CORP.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1435979
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE PNC PLAZA
FIFTH AVENUE AND WOOD STREET
PITTSBURGH, PENNSYLVANIA 15265
(Address of principal executive offices)
(Zip Code)
(412) 762-3900
(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 January 6, 1995, PNC Bank Corp. issued a press release announcing
certian actions, a copy of which is attached as Exhibit 99 and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The exhibit listed on the Exhibit Index on page 4 of this Form 8-K is
filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PNC BANK CORP.
(REGISTRANT)
Date: January 6, 1995 By /s/ Robert L. Haunschild
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Robert L. Haunschild
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
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EXHIBIT INDEX
99 Copy of the press release issued by the Corporation on January 6, 1995,
filed herewith.
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EXHIBIT 99
PNC BANK CORP. REDUCES INTEREST RATE SENSITIVITY
AND AUTHORIZES STOCK REPURCHASE
PITTSBURGH, Jan. 6, 1995--PNC Bank Corp. (NYSE: PNC) today announced actions
taken in the fourth quarter of 1994 to continue to reduce the company's
sensitivity to rising interest rates and to downsize its investment portfolio.
In addition, the company announced it would record a charge reflecting
initiatives to deliver consumer banking services more efficiently.
Actions taken during the quarter included:
- The purchase of interest rate caps and pay-fixed swaps with a combined
notional value of $10.5 billion, designed to mitigate the impact on net
interest income of rising interest rates.
- The sale of approximately $1.8 billion of fixed-rate securities from the
available-for-sale portfolio, resulting in an after-tax loss of approximately
$79 million.
- Restructuring and other related charges of $31 million after tax,
principally to cover the cost of consolidating existing telephone banking
centers and continued rationalization of the branch network.
The company estimates earnings for 1994 of approximately $610 million, or
$2.56 per fully diluted share. The return on average assets and return on
common shareholders' equity are anticipated to be approximately 1 percent and
14 percent, respectively.
Thomas H. O'Brien, chairman and chief executive officer, said "The actions we
have taken are part of a continuing plan to reduce PNC Bank's interest
sensitivity and align our balance sheet with our business strategies. As a
result, we have eliminated the company's liability sensitivity at one year and
mitigated the impact of significantly higher interest rates on net interest
income."
The company also announced that its board of directors has authorized the
repurchase of up to 24 million common shares in open market or privately
negotiated transactions over the next two years. The company has already
purchased 2.8 million shares under prior authorization. There were
approximately 236 million fully diluted common shares outstanding at Dec. 31,
1994. The share repurchases would be accompanied by a reduction in PNC Bank's
investment portfolio as it matures. The investment portfolio was $22.9 billion
at Sept. 30, 1994, and is expected to decline to approximately $17 billion at
year-end 1995.
PNC Bank Corp., headquartered in Pittsburgh, is one of the largest banking
organizations in the United States. It operates community banking offices across
Pennsylvania, Delaware, Ohio, Kentucky and Indiana and mortgage offices in 31
states. PNC Bank's major businesses include consumer banking; mortgage banking;
corporate banking; investment management and trust; mutual funds; and
investment banking.
