<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 2)
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT 0F 1934
FOR THE YEAR ENDED DECEMBER 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES
EXCHANGE ACT 0F 1934
For the transition period from to
------------------ --------------------
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
249 FIFTH AVENUE
PITTSBURGH, PENNSYLVANIA 15222-2707
(Address of principal executive offices)
(Zip Code)
(412) 762-1553
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
<PAGE> 2
By filing this amendment ("Amendment No. 2"), the undersigned
registrant hereby further amends its Annual Report on Form 10-K for
the year ended December 31, 1996, ("1996 Form 10-K"), as amended by
Form 10-K/A (Amendment No. 1) ("Amendment No. 1") to include, as
permitted by Rule 15d-21 under the Securities Exchange Act of 1934, as
amended ("Exchange Act"), the financial statements and exhibits
required by Form 11-K with respect to the PNC Retirement Savings Plan
("Retirement Plan").
Effective November 30, 1997, PNC Mortgage Bank, N.A., one of the
Retirement Plan's participating subsidiaries, merged with and into
PNC Bank, National Association. Employees of PNC Bank, National
Association do not participate in the Retirement Plan.
In accordance with Rule 12b-15 of the Exchange Act, Item 14 of Part IV
of the 1996 Form 10-K is hereby amended and restated to read in its
entirety as follows:
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
The following report of independent auditors of the Corporation and
consolidated financial statements, included in the Annual Report to
Shareholders at the page indicated, are incorporated herein by
reference.
<TABLE>
<CAPTION>
PAGE OF
FINANCIAL STATEMENTS ANNUAL REPORT
------------------------------------------------------------------------------------------------------------------
<S> <C>
Report of Ernst & Young LLP, Independent Auditors 47
Consolidated Statement of Income for the three years ended December 31, 1996 48
Consolidated Balance Sheet as of December 31, 1996 and 1995 49
Consolidated Statement of Changes in Shareholders' Equity for the three years ended
December 31, 1996 50
Consolidated Statement of Cash Flows for the three years ended December 31, 1996 51
Notes to Consolidated Financial Statements 52-68
Quarterly Selected Financial Data 70
</TABLE>
The following financial statements of the PNC Bank Corp. Incentive
Savings Plan, as amended ("PNC Plan") and the Midlantic Savings and
Investment Plan, as amended ("Midlantic Plan") and reports of
independent auditors thereon are filed with Amendment No. 1 at the
page indicated and are incorporated herein by reference.
<TABLE>
<CAPTION>
PAGE OF AMENDMENT NO. 1
-------------------------------------------
FINANCIAL STATEMENTS PNC PLAN MIDLANTIC PLAN
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Report of Independent Auditors 5 26
Statements of Net Assets Available for Plan Benefits 6 27
Statements of Changes in Net Assets Available for Plan Benefits 7 28
Notes to Financial Statements 8 29
Schedule of Assets Held for Investment 18 38
Schedule of Reportable Transactions 24 39
</TABLE>
2
<PAGE> 3
As permitted by Rule 15d-21 of the Exchange Act, the following
financial statements of the Retirement Plan and reports of independent
auditors thereon are filed with Amendment No. 2 at the page indicated.
<TABLE>
<CAPTION>
PAGE OF
FINANCIAL STATEMENTS AMENDMENT NO. 2
----------------------------------------------------------------------- -------------------------------------------
<S> <C>
Report of Independent Auditors 5
Statements of Net Assets Available for Plan Benefits with Fund Information 6
Statements of Changes in Net Assets Available for Plan Benefits with Fund Information 8
Notes to Financial Statements 9
Schedule of Assets Held for Investment Purposes 12
Schedule of Reportable Transactions 15
FINANCIAL STATEMENT SCHEDULES
----------------------------------------------------------------------- --------------------- ---------------------
Not applicable.
</TABLE>
REPORTS ON FORM 8-K
----------------------------------------------------------------------
The following reports on Form 8-K were filed during the quarter ended
December 31, 1996, or thereafter:
Form 8-K dated as of October 7, 1996, reporting a public offering of
6,000,000 shares by the Corporation of a newly authorized series of
Preferred Stock, filed pursuant to Item 5.
Form 8-K dated as of October 10, 1996, reporting the Corporation's
consolidated financial results for the three and nine months ended
September 30, 1996, filed pursuant to Item 5.
Form 8-K dated as of January 15, 1997, reporting the Corporation's
consolidated financial results for the three months and year ended
December 31, 1996, filed pursuant to Item 5.
EXHIBITS
----------------------------------------------------------------------
The exhibits listed on the Exhibit Index on pages 18 and 19 of this
Amendment No. 2 are filed herewith or are incorporated herein by
reference.
3
<PAGE> 4
PNC Retirement Savings Plan
Audited Financial Statements
Year ended June 30, 1997
CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Report of Independent Auditors ......................................................................5
Audited Financial Statements
Statement of Net Assets Available for Plan Benefits with Fund Information ...........................6
Statement of Changes in Net Assets Available for Plan Benefits with Fund Information ................8
Notes to Financial Statements .......................................................................9
Schedules
Line 27a-Schedule of Assets Held for Investment Purposes ...........................................12
Line 27d-Schedule of Reportable Transactions .......................................................15
</TABLE>
4
<PAGE> 5
Report of Independent Auditors
Administrative Committee
PNC Bank Corp.
Retirement Savings Plan
We have audited the accompanying statement of net assets available for plan
benefits of the PNC Retirement Savings Plan (Plan) as of June 30, 1997, and the
related statement of changes in net assets available for plan benefits for the
year then ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan at
June 30, 1997, and the changes in its net assets available for plan benefits for
the year then ended, in conformity with generally accepted accounting
principles.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure Under
the Employee Retirement Income Security Act of 1974. The Fund Information in the
statement of net assets available for plan benefits and the statement of changes
in net assets available for plan benefits is presented for purposes of
additional analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each fund. The
supplemental schedules and Fund Information have been subjected to the auditing
procedures applied in the audit of the financial statements and, in our opinion,
are fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ ERNST AND YOUNG
November 7, 1997
5
<PAGE> 6
PNC Retirement Savings Plan
Statement of Net Assets Available for Plan Benefits with Fund Information
June 30, 1997
<TABLE>
<CAPTION>
INTERMEDIATE-TERM SHORT-TERM PNC BANK CORP.
FIXED INCOME-- FIXED COMMON STOCK--
EQUITY--FUND A FUND B INCOME--FUND C FUND D LOAN FUND TOTAL
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investments at fair value:
PNC Bank Corp. common stock $ -- $ -- $ -- $5,154,713 $ -- $5,154,713
Short-term investment funds 158,416 43,403 888,086 182,922 31,955 1,304,782
Compass Capital Funds (Registered
Investment Companies):
Small Cap Growth Equity Portfolio 167,113 -- -- -- -- 167,113
International Equity Portfolio 796,241 -- -- -- -- 796,241
International Emerging
Markets Portfolio 202,529 -- -- -- -- 202,529
Small Cap Value Equity Portfolio 162,320 -- -- -- -- 162,320
Large Cap Growth Equity Portfolio 669,449 -- -- -- -- 669,449
Large Cap Value Equity Portfolio 664,719 -- -- -- -- 664,719
Mid Cap Growth Equity Portfolio 201,454 -- -- -- -- 201,454
Mid Cap Value Equity Portfolio 198,581 -- -- -- -- 198,581
</TABLE>
6
<PAGE> 7
Statement of Net Assets Available for Plan Benefits
with Fund Information (continued)
<TABLE>
<CAPTION>
INTERMEDIATE-TERM SHORT-TERM PNC BANK CORP.
FIXED INCOME-- FIXED COMMON STOCK--
EQUITY--FUND A FUND B INCOME--FUND C FUND D LOAN FUND TOTAL
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Intermediate Bond Portfolio -- 507,884 -- -- -- 507,884
Managed Income Portfolio -- 800,598 -- -- -- 800,598
Core Bond Portfolio 237,098 -- -- -- -- 237,098
Select Equity Portfolio 589,105 -- -- -- -- 589,105
Participants loans -- -- -- -- 526,108 526,108
---------- ---------- ---------- ---------- -------- -----------
Total investments 4,047,025 1,351,885 888,086 5,337,635 558,063 12,182,694
Receivables:
Accrued income 415 132 3,807 2,366 125 6,845
Employer matching contribution 268,985 111,754 217,043 2,137,495 -- 2,735,277
Other 57,143 59,583 18,138 95,548 -- 230,412
---------- ---------- ---------- ---------- -------- -----------
Total assets 4,373,568 1,523,354 1,127,074 7,573,044 558,188 15,155,228
Payable:
Refund of excess
participants contributions 216,568 48,626 24,877 78,467 -- 368,538
---------- ---------- ---------- ---------- -------- -----------
Net assets available for plan benefits $4,157,000 $1,474,728 $1,102,197 $7,494,577 $558,188 $14,786,690
========== ========== ========== ========== ======== ===========
</TABLE>
See accompanying notes.
7
<PAGE> 8
PNC Retirement Savings Plan
Statement of Changes in Net Assets Available for
Plan Benefits with Fund Information
Year ended June 30, 1997
<TABLE>
<CAPTION>
INTERMEDIATE-TERM SHORT-TERM PNC BANK CORP.
FIXED INCOME-- FIXED COMMON STOCK--
EQUITY--FUND A FUND B INCOME--FUND C FUND D LOAN FUND TOTAL
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Interest and dividends $ 247,529 $ 65,871 $ 38,836 $ 189,756 $ 356 $ 542,348
Contributions:
Employer 268,986 112,189 217,044 2,156,527 -- 2,754,746
Employee 1,296,812 512,403 381,735 528,220 -- 2,719,170
Rollover 87,499 38,600 30,894 32,232 -- 189,225
Net transfers 204,665 (20,151) (64,187) 122,731 (243,058) --
Net realized and
unrealized appreciation 405,946 15,820 -- 1,448,031 -- 1,869,797
Initial transfer from
PNC Incentive Savings Plan 2,004,935 915,990 612,636 3,549,111 380,977 7,463,649
----------- ----------- ----------- ----------- ----------- ------------
Total additions 4,516,372 1,640,722 1,216,958 8,026,608 138,275 15,538,935
Deductions:
Payments to participants
or beneficiaries (359,372) (165,994) (114,761) (532,031) 419,913 (752,245)
----------- ----------- ----------- ----------- ----------- ------------
Net assets available for plan
benefits at June 30, 1997 $ 4,157,000 $ 1,474,728 $ 1,102,197 $ 7,494,577 $ 558,188 $ 14,786,690
=========== =========== =========== =========== =========== ============
</TABLE>
See accompanying notes.
8
<PAGE> 9
PNC Retirement Savings Plan
Notes to Financial Statements
June 30, 1997
1. SIGNIFICANT ACCOUNTING POLICIES
VALUATION
Marketable securities are stated at fair value. Securities are valued at the
last public sale price of the securities listed on the New York Stock Exchange.
If no sales were reported, and in the case of securities traded over the
counter, the last bid price at the close of business is used. The value of any
security not listed or quoted on any exchange is determined by the last closing
bid price, reference to the bid price of any published quotations in common use,
or by the quotation of a reputable broker.
The fair value of the participation units in the short-term investment funds and
registered investment companies are based on quoted redemption values on the
last business day of the plan year. Loans are valued at the amount of principal
outstanding.
The Plan's assets are concentrated in the stock and bond markets. Realization of
the respective values shown on the statement of net assets available for plan
benefits is subject to the results of these markets.
The preparation of financial statements, in conformity with generally accepted
accounting principles, requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
2. DESCRIPTION OF THE PLAN
The following description of the PNC Retirement Savings Plan (the Plan) provides
only general information. Participants should refer to the plan agreement for a
more complete description of the Plan's provisions.
PNC Bank Corp. (PNC Bank) is the sponsor of the Plan. The Plan, which was
established on July 1, 1996, covers substantially all eligible employees of the
following PNC Bank subsidiaries: PNC Mortgage Bank, N.A., PNC Mortgage Corp. of
America, PNC Mortgage Securities Corp. and Spectra Services Corporation.
9
<PAGE> 10
PNC Retirement Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
Account balances of eligible employees who formerly participated in PNC Bank
Corp. Incentive Savings Plan ("ISP") sponsored by PNC Bank were automatically
transferred to this Plan. Certain eligible employees who were deemed
grandfathered as defined in the ISP and PNC Bank Corp. Pension Plan ("Pension
Plan") had the option to remain in the ISP and Pension Plan or transfer their
accumulated balance to this Plan.
The Plan allows participants to contribute from 1 to 12 percent of their
biweekly compensation as defined in the Plan on a pretax 401(k) basis subject to
Internal Revenue Service limitations. PNC Bank will match 100% of employee
contributions up to 6% of compensation as defined in the Plan and will
contribute 2% of base compensation (as defined in the Plan) if certain criteria
as specified in the Plan are met. In addition, PNC Bank may make discretionary
contributions to the Plan. No discretionary contributions were made for the year
ended June 30, 1997. Participants are fully vested in their balances, including
employer contributions. Plan income is allocated to participants based on an
average participant investment balance on a quarterly basis.
Participants in the Plan may invest any voluntary contributions, employer basic
contributions and balances rolled over from any prior plans in any of four
investment options: Fund A (an equity fund), Fund B (an intermediate-term fixed
income fund), Fund C (a short-term fixed income fund), and Fund D (PNC Bank
Corp. common stock fund). At June 30, 1997, total participants in each fund were
as follows:
Fund A 1,029
Fund B 739
Fund C 1,032
Fund D 1,286
Employer matching contributions for participants whose age is 55 years or under
are made in PNC Bank common stock. Participants over age 55 can choose to have
their matching contribution made in PNC Bank common stock or in cash to invest
in the other three funds.
The Plan has a loan feature that allows participants to borrow against their
balance in accordance with the loan policies established by the Administrative
Committee. Such borrowings are reflected in the Loan Fund. Under certain
circumstances, the Plan permits hardship withdrawals by participants.
Although it has not expressed an interest to do so, PNC Bank has the right under
the Plan to discontinue contributions at any time and to terminate the Plan
subject to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
10
<PAGE> 11
PNC Retirement Savings Plan
Notes to Financial Statements (continued)
3. TRANSACTIONS WITH PARTIES-IN-INTEREST
PNC Bank, N.A., a wholly owned indirect subsidiary of PNC Bank, serves as
trustee of the plan assets, maintains discretionary investment power, and is the
safekeeping agent. PNC Bank pays administrative costs incurred by the Plan. The
Plan also holds shares of registered investment companies (Compass Capital
Funds(SM) which are sponsored and administered by wholly owned subsidiaries of
PNC Bank or its subsidiaries.
4. INCOME TAX STATUS
The Plan Administrator filed a request for a determination letter on September
15, 1997. The Plan Administrator believes that the Plan as currently designed
and operated is in compliance with the applicable requirements of the Internal
Revenue Code. Therefore, the plan administrator believes that the Plan is
qualified and the related trust is exempt as of June 30, 1997.
5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for plan benefits at
June 30, 1997 per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
<S> <C>
Net assets available for plan benefits per the financial statements $14,786,690
Amounts allocated to withdrawn participants (181,290)
-----------
Net assets available for plan benefits per the Form 5500 $14,605,400
===========
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements for the year ended June 30, 1997 to the Form 5500:
<TABLE>
<CAPTION>
<S> <C>
Benefits paid to participants per the financial statements $752,245
Add amounts allocated on Form 5500 to withdrawn
participants at June 30, 1997 181,290
--------
Benefits paid to participants per the Form 5500 $933,535
========
</TABLE>
Amounts allocated to withdrawn participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
June 30 but not yet paid.
11
<PAGE> 12
PNC Retirement Savings Plan
Line 27a--Schedule of Assets Held for Investment Purposes
June 30, 1997
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF
OR SIMILAR ENTITY INVESTMENT COST FAIR VALUE
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
EQUITY--FUND A
Registered Investment Companies
- -------------------------------
*Compass Capital Funds--Select Equity Portfolio
Fund 095 Institutional Class 36,253 shares $459,166 $589,105
*Compass Capital Funds--International Equity
Portfolio Fund 065 Institutional Class 54,875 shares 716,233 796,241
*Compass Capital Funds--Small Cap Value Equity
Portfolio Fund 046 Institutional Class 9,175 shares 133,805 162,320
*Compass Capital Funds--Large Cap Growth Equity
Portfolio Fund 029 Institutional Class 38,452 shares 499,130 669,449
*Compass Capital Funds--Large Cap Value Equity
Portfolio Fund 089 Institutional Class 40,931 shares 547,706 664,719
*Compass Capital Funds--Mid Cap Growth Equity
Portfolio Fund 044 Institutional Class 19,059 shares 188,188 201,454
*Compass Capital Funds--Mid Cap Value Equity
Portfolio Fund 035 Institutional Class 17,558 shares 177,039 198,581
*Compass Capital Funds--Core Bond Portfolio Fund
07 Institutional Class 24,544 shares 235,032 237,098
</TABLE>
12
<PAGE> 13
PNC Retirement Savings Plan
Line 27a--Schedule of Assets Held for Investment Purposes (continued)
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF
OR SIMILAR ENTITY INVESTMENT COST FAIR VALUE
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
EQUITY--FUND A (CONTINUED)
Registered Investment Companies (continued)
- -------------------------------------------
*Compass Capital Funds--International Emerging
Markets Portfolio Fund 015 Institutional
Class 19,234 shares 167,533 202,529
*Compass Capital Funds--Small Cap Growth Equity
Portfolio Fund 093 Institutional Class 8,632 shares 135,967 167,113
Interest-Bearing Cash
- ----------------------
*Compass Capital Money Market Institutional
Class 158,416 shares 158,416 158,416
---------------------------------------
Total Equity--Fund A 3,418,215 4,047,025
INTERMEDIATE-TERM FIXED INCOME--FUND B
Registered Investment Companies
- -------------------------------
*Compass Capital Funds--Intermediate Bond
Portfolio Fund 090 Institutional Class 54,145 shares 502,980 507,884
*Compass Capital Funds--Managed Income Portfolio
Fund 013 Institutional Class 78,107 shares 791,240 800,598
Interest-Bearing Cash
*Compass Capital Money Market Institutional
Class 43,402 shares 43,403 43,403
---------------------------------------
Total Intermediate-Term Fixed Income--Fund B 1,337,623 1,351,885
</TABLE>
13
<PAGE> 14
PNC Retirement Savings Plan
Line 27a--Schedule of Assets Held for Investment Purposes (continued)
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF
OR SIMILAR ENTITY INVESTMENT COST FAIR VALUE
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
SHORT-TERM FIXED INCOME--FUND C
Interest-Bearing Cash
- ---------------------
*Compass Capital Money Market Institutional
Class 888,086 shares 888,086 888,086
PNC BANK CORP. COMMON STOCK--FUND D
Common Stock
- -------------
*PNC Bank Corp. 123,466 shares 3,076,766 5,154,713
Interest-Bearing Cash
- ---------------------
*Compass Capital Money Market Institutional
Class 182,922 shares 182,922 182,922
---------------------------------------
Total PNC Bank Corp. Common Stock--Fund D 3,259,688 5,337,635
LOAN FUND
Installment Loans 6-1/4--9% 526,108 526,108
- -----------------
*PNC Money Market Institutional Class 31,955 shares 31,955 31,955
---------------------------------------
Total Loan Fund 558,063 558,063
---------------------------------------
Total PNC Retirement Savings Plan $9,461,675 $12,182,694
=======================================
</TABLE>
*Party-in-interest
14
<PAGE> 15
PNC Retirement Savings Plan
Line 27d--Schedule of Reportable Transactions
Year ended June 30, 1997
<TABLE>
<CAPTION>
PURCHASE SELLING PRICE COST OF NET GAIN
DESCRIPTION OF INVESTMENT UNITS/SHARES PRICE INVESTMENT FAIR VALUE (LOSS)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Category (iii)--Series of securities
- ------------------------------------
transactions
------------
Compass Capital Funds
Select Equity Fund 095 17,062 $ 235,726 $ 235,726 $ 235,726
16,951 $ 229,000 204,482 229,000 $ 24,518
Compass Capital Funds
International Equity Fund 065 28,219 373,610 373,610 373,610
1,446 19,200 18,732 19,200 468
Compass Capital Funds
Small Cap Value Fund 046 6,146 92,228 92,228 92,228
3,783 56,800 51,917 56,800 4,883
Compass Capital Funds
Large Cap Growth Equity Fund 029 28,290 404,931 404,931 404,931
10,846 165,200 126,488 165,200 38,712
Compass Capital Funds
Large Cap Value Equity Fund 089 24,407 355,117 355,117 355,117
11,705 172,300 147,124 172,300 25,176
Compass Capital Funds
Mid Cap Growth Equity Fund 044 22,631 223,400 223,400 223,400
3,572 33,000 35,212 33,000 (2,212)
Compass Capital Funds
Mid Cap Value Equity Fund 035 20,460 206,152 206,152 206,152
2,902 30,000 29,113 30,000 887
Compass Capital Funds
Core Bond Fund 07 24,544 235,032 235,032 235,032
Compass Capital Funds
International Emerging Markets Fund
015 9,157 83,182 83,182 83,182
211 1,800 1,769 1,800 31
Compass Capital Funds
Small Cap Growth Equity Fund 093 6,306 114,515 114,515 114,515
2,946 56,100 31,012 56,100 25,088
</TABLE>
15
<PAGE> 16
PNC Retirement Savings Plan
Line 27d--Schedule of Reportable Transactions (continued)
<TABLE>
<CAPTION>
PURCHASE SELLING COST OF NET GAIN
DESCRIPTION OF INVESTMENT UNITS/SHARES PRICE PRICE INVESTMENT FAIR VALUE (LOSS)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Compass Capital Funds
Intermediate Bond Fund 090 25,543 239,241 239,241 239,241
16,990 159,600 156,773 159,600 2,827
Compass Capital Funds
Managed Income Fund 013 37,192 379,212 379,212 379,212
25,525 261,200 257,195 261,200 4,005
PNC Bank Corp.
Common Stock 33,175 1,243,912 1,243,912 1,243,912
22,573 867,464 511,460 867,464 356,004
Compass Capital Funds
Money Market Fund 01 2,433,161 2,433,161 2,433,161 2,433,161
1,128,378 1,128,378 1,128,378 1,128,378
</TABLE>
There were no category (i), (ii) or (iv) reportable transactions during the year
ended June 30, 1997.
16
<PAGE> 17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, PNC Bank Corp. has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
PNC BANK CORP.
(Registrant)
By /s/ Robert L. Haunschild
---------------------------------
Robert L. Haunschild
Senior Vice President and
Chief Financial Officer
Date: December 12, 1997
17
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C>
3.1 Articles of Incorporation of the Corporation, as amended, incorporated herein by reference to Exhibit 99.1 and
99.2 of the Current Report on Form 8-K dated October 7, 1996.
3.2 By-Laws of the Corporation, as amended, incorporated herein by reference to Exhibit 4.2 of the Corporation's
Registration Statement on Form S-8 at File No. 33-62311.
4.1 Instruments defining the rights of holders of long-term debt of the Corporation and its subsidiaries are
not filed as Exhibits because the amount of debt under each instrument is less than 10 percent of the
consolidated assets of the Corporation. The Corporation undertakes to file these instruments with the
Commission on request.
4.2 Designation of Series: $1.80 Cumulative Convertible Preferred Stock -- Series A, incorporated herein as part of
Exhibit 3.1.
4.3 Designation of Series: $1.80 Cumulative Convertible Preferred Stock -- Series B, incorporated herein as part of
Exhibit 3.1.
4.4 Designation of Series: $1.60 Cumulative Convertible Preferred Stock -- Series C, incorporated herein as part of
Exhibit 3.1.
4.5 Designation of Series: $1.80 Cumulative Convertible Preferred Stock -- Series D, incorporated herein as part of
Exhibit 3.1.
4.6 Designation of Series: Fixed/Adjustable Rate Noncumulative Preferred Stock - Series F, incorporated herein as part
of Exhibit 3.1.
10.1 Supplemental Executive Retirement Income and Disability Plan of the Corporation, incorporated herein by reference
to Exhibit 10.2 of the Annual Report on Form 10-K for the year ended December 31, 1990 ("1990 Form 10-K"). *
10.2 Amendments to Supplemental Executive Retirement Income and Disability Plan, filed as exhibit 10.2 to the 1996 Form
10-K. *
10.3 Supplemental Executive Life Insurance and Spouse's Benefit Plan of the Corporation, incorporated herein by
reference to Exhibit 10.3 of the 1990 Form 10-K. *
10.4 November 21, 1996 Amendment to Supplemental Executive Life Insurance and Spouse's Benefit Plan, filed as
Exhibit 10.4 to the 1996 Form 10-K. *
10.5 1992 Long-Term Incentive Award Plan of the Corporation ("1992 Award Plan"), incorporated herein by reference to
Exhibit 4.3 of the Corporation's Registration Statement on Form S-8 at File No. 33-54960. *
10.6 Form of Nonstatutory Stock Option Agreement under 1992 Award Plan, filed as Exhibit 10.6 to the 1996 Form
10-K. *
10.7 Form of Incentive Share Agreement under 1992 Award Plan (June 1995), as amended November 21, 1996, filed as
Exhibit 10.7 to the 1996 Form 10-K. *
10.8 PNC Bank Corp. 1994 Annual Incentive Award Plan, incorporated by reference to Exhibit 10.6 of the Annual Report on
Form 10-K for the year ended December 31, 1994 ("1994 Form 10-K"). *
10.9 PNC Bank Corp. 1996 Executive Incentive Award Plan, incorporated by reference to Exhibit 10.2 of the Quarterly
Report on Form 10-Q for the quarter ended September 30, 1996 ("3Q 1996 Form 10-Q"). *
10.10 PNC Bank Corp. and Affiliates Deferred Compensation Plan, incorporated by reference to Exhibit 4.2 to the
Corporation's Registration Statement on Form S-8 at File No. 333-18069. *
10.11 PNC Bank Corp. Supplemental Incentive Savings Plan, as amended, incorporated by reference to Exhibit 4.1 to the
Corporation's Registration Statement on Form S-8 at File No. 333-18069. *
</TABLE>
18
<PAGE> 19
<TABLE>
<CAPTION>
<S> <C>
10.12 PNC Bank Corp. Supplemental Pension Plan, as amended, filed as Exhibit 10.12 to the 1996 Form 10-K. *
10.13 1992 Director Share Incentive Plan, incorporated herein by reference to Exhibit 10.6 of the Annual Report on
Form 10-K for the year ended December 31, 1992. *
10.14 PNC Bank Corp. Directors Retirement Plan, incorporated by reference to Exhibit 10.7 of the 1994 Form 10-K. *
10.15 PNC Bank Corp. Directors Deferred Compensation Plan, incorporated by reference to Exhibit 10.1 of the 3Q 1996
Form 10-Q. *
10.16 Employment Agreement dated as of December 29, 1995, between the Corporation and Garry J. Scheuring, incorporated
by reference to Exhibit 10.7 of the 1995 Form 10-K. *
10.17 Form of Change in Control Severance Agreement, filed as Exhibit 10.17 to the 1996 Form 10-K. *
10.18 Amended and Restated Trust Agreement between the Corporation, as Settlor, and NationsBank, N.A., as Trustee,
filed as Exhibit 10.18 to the 1996 Form 10-K. *
11 Calculation of Primary and Fully Diluted Earnings Per Share, filed as Exhibit 11 to the 1996 Form 10-K.
12.1 Computation of Ratio of Earnings to Fixed Charges, filed as Exhibit 12.1 to the 1996 Form 10-K.
12.2 Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends, filed as Exhibit 12.2 to the
1996 Form 10-K.
13 Excerpts from the Annual Report to Shareholders for the year ended December 31, 1996, filed as Exhibit 13 to the
1996 Form 10-K. Such Annual Report, except for those portions thereof that are expressly incorporated by reference
herein, is furnished for information of the SEC only and is not deemed to be "filed" as part of this Form 10-K.
21 Schedule of Certain Subsidiaries of the Corporation, filed as Exhibit 21 to the 1996 Form 10-K.
23.1 Consent of Ernst & Young LLP, independent auditors for the Corporation, filed as Exhibit 23 to the 1996
Form 10-K.
23.2 Consent of Ernst & Young LLP, independent auditors for the PNC Plan and the Midlantic Plan, filed as Exhibit 23.2
to the 1996 Form 10-K/A (Amendment No. 1).
23.3 Consent of Ernst & Young LLP, independent auditors for the Retirement Plan, filed herewith.
24.1 Power of Attorney of certain directors and officers of the Corporation, filed as Exhibit 24.1 to the 1996
Form 10-K.
24.2 Power of Attorney of Robert N. Clay, filed as Exhibit 24.2 to the 1996 Form 10-K.
24.3 Power of Attorney of Jackson H. Randolph, filed as Exhibit 24.3 to the 1996 Form 10-K.
24.4 Power of Attorney of Vincent A. Sarni, filed as Exhibit 24.4 to the 1996 Form 10-K.
27 Financial Data Schedule, filed as Exhibit 27 to the 1996 Form 10-K.
</TABLE>
- ---------
* Denotes management contract or compensatory plan.
19
<PAGE> 1
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-03901) pertaining to the PNC Retirement Savings Plan and in
the related Prospectus of our report dated November 7, 1997 with respect to the
financial statements and schedules of the PNC Retirement Savings Plan, all of
which are included in this Annual Report on Form 10-K/A (Amendment No. 2) for
the year ended December 31, 1996.
/s/ ERNST & YOUNG LLP
Pittsburgh, Pennsylvania
December 12, 1997
20
