<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 25, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------
PNC BANK CORP.
(Exact name of registrant as specified in its charter)
--------
PENNSYLVANIA
(State or other jurisdiction of incorporation or organization)
25-1435979
(I.R.S. Employer Identification No.)
ONE PNC PLAZA
249 FIFTH AVENUE
PITTSBURGH, PENNSYLVANIA 15222-2707
(412) 762-1553
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
--------
PNC BANK CORP. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
--------
WALTER E. GREGG, JR., ESQ.
SENIOR EXECUTIVE VICE PRESIDENT
PNC BANK CORP.
ONE PNC PLAZA
249 FIFTH AVENUE
PITTSBURGH, PENNSYLVANIA 15222-2707
(412) 762-2281
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC: From time to time after the effective date of this
Registration Statement.
--------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO AMOUNT TO BE AGGREGATE PRICE AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $5.00 4,000,000 shares $38.75 $155,000,000.00 $46,969.70
========================================================================================================================
</TABLE>
(1) The Common Stock registered hereby will be adjusted to reflect
stock splits, stock dividends or similar transactions pursuant to Rule
416(a) under the Securities Act of 1933, as amended (the "Securities
Act"), without the need for any post-effective amendment.
(2) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) on the basis of the average of the high
and low reported sales prices of the registrant's Common Stock on the
New York Stock Exchange on April 21, 1997.
Pursuant to Rule 429 under the Securities Act, the Prospectus to be used under
this Registration Statement also applies to Registration Statement No. 33-62311.
Pursuant to that Registration Statement, 613,847 shares of Common Stock remained
available for issuance at March 31, 1997 and a filing fee of $5,463.24 was
previously paid with respect to such shares.
===============================================================================
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by PNC Bank Corp. (the "Registrant" or the
"Corporation") with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
hereby incorporated by reference in this Registration Statement: the Annual
Report on Form 10-K for the year ended December 31, 1996; the Current Report on
Form 8-K dated as of April 15, 1997; and the description of the Registrant's
Common Stock set forth in response to Item 1 of the Registration Statement on
Form 8-A of the Corporation filed pursuant to Section 12 of the Exchange Act,
and any amendments or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant after the effective
date of this Registration Statement pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all Common Stock offered hereby has been sold or which
deregisters such Common Stock then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of the filing of such documents. Any statement or
information contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement or information
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement or information. Any such statement or information so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
A legal opinion to the effect that the shares of Common Stock offered by
the Registration Statement, upon their issuance or sale in accordance with the
terms of the Plan shall be validly issued, fully paid and nonassessable has
been rendered by Melanie S. Cibik, Esquire, Senior Counsel to the Corporation.
As of March 31, 1997, Miss Cibik owned 770 shares of the Corporation's Common
Stock under the Corporation's employee plans.
The consolidated financial statements of the Corporation incorporated by
reference in the Corporation's Annual Report (Form 10-K) for the year ended
December 31, 1996, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon incorporated by reference
therein and herein. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.
Documents incorporated herein by reference in the future will include
financial statements, related schedules (if required) and independent auditors'
reports, which financial statements and schedules will
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<PAGE> 3
have been audited to the extent and for the periods set forth in such reports
by the firm or firms rendering such reports, and, to the extent so audited and
consent to incorporation by reference is given, will be incorporated herein by
reference in reliance upon such reports given upon the authority of such firms
as experts in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 1741-1743 of the Pennsylvania Business Corporation Law of 1988
(Act of December 21, 1988, P.L. 1444), as amended ("1988 BCL") provide that a
business corporation may indemnify directors and officers against liabilities
they may incur in such capacities provided certain standards are met, including
good faith and the belief that the particular action is in the best interests
of the corporation. In general, this power to indemnify does not exist in the
case of actions against a director or officer by or in the right of the
corporation if the person entitled to indemnification shall have been adjudged
to be liable for negligence or misconduct in the performance of his duties. A
corporation is required to indemnify directors and officers against expenses
they may incur in defending actions against them in such capacities if they are
successful on the merits or otherwise in the defense of such actions.
Section 1746 of the 1988 BCL provides that the foregoing provisions shall
not be deemed exclusive of any other rights to which a person seeking
indemnification may be entitled under, among other things, any by-law
provision, provided that no indemnification may be made in any case where the
act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or recklessness.
The Corporation's By-Laws provide for the mandatory indemnification of
directors and officers in accordance with and to the full extent permitted by
the Laws of Pennsylvania as in effect at the time of such indemnification. The
Corporation's By-Laws also eliminate, to the maximum extent permitted by the
laws of the Commonwealth of Pennsylvania, the personal liability of directors
for monetary damages for any action taken, or any failure to take any action as
a director except in any case such elimination is not permitted by law. The
Corporation has purchased directors' and officers' liability insurance covering
certain liabilities which may be incurred by the officers and directors of the
Corporation in connection with the performance of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The exhibits listed on the Exhibit Index on page 9 of this Registration
Statement are filed herewith or are incorporated herein by reference to other
filings.
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ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to the Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended ("Securities Act");
(b) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(c) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a) and (b) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act, that are incorporated by reference in the Registration
Statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
4. That, for purposes of determining any liability under the Securities
Act of 1933, as amended, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions set forth in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceedings) is asserted by
such director, officer of controlling person in connection with the securities
being registered and the Commission remains of the same opinion, the Registrant
will, unless in the opinion of its counsel the matter has been
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<PAGE> 5
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against policy as expressed
in the Securities Act and will be governed by the final adjudication of such
issue.
5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pittsburgh, and Commonwealth of Pennsylvania,
on the 25th day of April, 1997.
PNC BANK CORP.
By: /s/ THOMAS H. O'BRIEN
-----------------------------
Thomas H. O'Brien
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ THOMAS H. O'BRIEN
- ------------------------- Chairman, Chief Executive April 25, 1997
Thomas H. O'Brien Officer and Director
(Principal Executive Officer)
/s/ ROBERT L. HAUNSCHILD
- ------------------------- Senior Vice President April 25, 1997
Robert L. Haunschild and Chief Financial Officer
(Principal Financial Officer)
/s/ WILLIAM J. JOHNS
- ------------------------- Senior Vice President and April 25, 1997
William J. Johns Chief Accounting Officer
(Principal Accounting Officer)
*
- ------------------------- Director April 25, 1997
Robert N. Clay
*
- ------------------------- Director April 25, 1997
George A. Davidson, Jr.
*
- ------------------------- Director April 25, 1997
David F. Girard-diCarlo
*
- ------------------------- Director April 25, 1997
Dianna L. Green
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*
- ------------------------- Director April 25, 1997
C. G. Grefenstette
*
- ------------------------- Director April 25, 1997
Bruce Lindsay
*
- ------------------------- Director April 25, 1997
Thomas Marshall
*
- ------------------------- Director April 25, 1997
W. Craig McClelland
*
- ------------------------- Director April 25, 1997
Jackson H. Randolph
*
- ------------------------- President and Director April 25, 1997
James E. Rohr
*
- ------------------------- Director April 25, 1997
Roderic H. Ross
*
- ------------------------- Director April 25, 1997
Vincent A. Sarni
*
- ------------------------- Director April 25, 1997
Garry J. Scheuring
*
- ------------------------- Director April 25, 1997
Richard P. Simmons
*
- ------------------------- Director April 25, 1997
Thomas J. Usher
*
- ------------------------- Director April 25, 1997
Milton A. Washington
7
<PAGE> 8
*
- ------------------------- Director April 25, 1997
Helge H. Wehmeier
*By: /s/ MELANIE S. CIBIK
------------------------------------------------
Melanie S. Cibik, Attorney-in-Fact, pursuant to
Powers of Attorney filed herewith
Date: April 25, 1997
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EXHIBIT INDEX
Exhibit 4.1 Articles of Incorporation, as amended, of the Corporation,
incorporated herein by reference to Exhibits 99.1 and 99.2 of
the Corporation's Current Report on Form 8-K dated October 7,
1996 (Commission File No. 1-9718).
Exhibit 4.2 By-Laws, as amended, of the Corporation, incorporated by
reference to Exhibit 4.2 of the Corporation's Registration
Statement on Form S-8 at Registration No. 33-62311.
Exhibit 4.3 PNC Bank Corp. Employee Stock Purchase Plan, filed herewith.
Exhibit 5 Opinion of Melanie S. Cibik, Esquire, Senior Counsel to the
Corporation, regarding validity of the Common Stock being
registered, filed herewith.
Exhibit 23.1 Consent of Ernst & Young LLP, independent auditors of the
Corporation, filed herewith.
Exhibit 23.2 Consent of Melanie S. Cibik, Esquire, Senior Counsel to the
Corporation, contained in the opinion filed herewith as
Exhibit 5.
Exhibit 24.1 Power of Attorney of certain officers and directors of
the Corporation, filed herewith.
Exhibit 24.2 Power of Attorney of Robert N. Clay, filed herewith.
Exhibit 24.3 Power of Attorney of Jackson H. Randolph, filed herewith.
Exhibit 24.4 Power of Attorney of Vincent A. Sarni, filed herewith.
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<PAGE> 1
EXHIBIT 4.3
PNC BANK CORP.
EMPLOYEE STOCK PURCHASE PLAN
(AS AMENDED AND RESTATED EFFECTIVE AS OF FEBRUARY 20, 1997)
ARTICLE I
PURPOSE AND SCOPE OF THE PLAN
1.1 PURPOSE
The PNC Bank Corp. Employee Stock Purchase Plan is intended to encourage
employee participation in the ownership and economic progress of the
Corporation.
1.2 DEFINITIONS
Unless the context clearly indicates otherwise, the following terms
have the meaning set forth below:
Board of Directors or Board shall mean the Board of Directors of the
Corporation.
Code shall mean the Internal Revenue Code of 1986, as amended.
Committee shall mean a Committee of officers of the Corporation and/or
Designated Subsidiaries appointed by the Board of Directors or the Personnel
and Compensation Committee of the Board, which Committee of officers shall
administer the Plan as provided in Section 1.3 hereof.
Common Stock shall mean shares of common stock, par value $5.00 per
share, of the Corporation.
Corporate Benefits Administration shall mean the department of the
Corporation responsible for the day-to-day administration of and recordkeeping
for the Plan.
Corporation shall mean PNC Bank Corp.
Compensation shall mean the base salary paid to an Employee by the
Corporation or Designated Subsidiary in accordance with established payroll
procedures.
Continuous Service shall mean the period of time, uninterrupted by a
termination of employment, that an Employee has been employed by the
Corporation and/or a Designated
<PAGE> 2
Subsidiary immediately preceding an Offering Date. Such period of time shall
include any approved leave of absence.
Designated Subsidiary shall mean any Subsidiary which has been designated
by the Committee to participate in the Plan.
Employee shall mean any employee of the Corporation or a Designated
Subsidiary.
Exercise Date shall mean May 31 and November 30 of each Plan Year.
Fair Market Value of a share of Common Stock shall be the last price of
the Common Stock on the applicable date as reported by the Wall Street Journal,
or, if no such price is reported for that day, on the last preceding day for
which such price is reported, or such other reasonable method of determining
fair market value as the Committee shall adopt.
Offering Date shall mean June 1 and December 1 of each Plan Year.
Option Period or Period shall mean the period beginning on an Offering
Date and ending on the next succeeding Exercise Date.
Option Price shall mean the purchase price of a share of Common Stock
hereunder as provided in Section 3.1 hereof.
Participant shall mean any Employee who (i) is eligible to participate in
the Plan under Section 2.1 hereof and (ii) elects to participate.
Plan shall mean the Corporation's Employee Stock Purchase Plan, as the
same may be amended from time to time.
Plan Account or Account shall mean an account established and maintained
in the name of each Participant.
Plan Year shall mean the twelve (12) month period beginning June 1 and
ending on the following May 31.
Stock Purchase Agreement shall mean the form prescribed by the Committee
which must be completed and executed by an Employee who elects to participate
in the Plan.
Subsidiary shall mean any company in which the Corporation owns, directly
or indirectly, shares possessing 50% or more of the total combined voting power
of all classes of stock.
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1.3 ADMINISTRATION OF PLAN
Subject to direction by the Board of Directors or the Board's Personnel
and Compensation Committee, the Committee shall have the authority to
administer the Plan and to make and adopt rules and regulations not
inconsistent with the provisions of the Plan or the Code. The Committee shall
adopt the form of Stock Purchase Agreement and all notices required hereunder.
Its interpretations and decisions in respect to the Plan shall, subject as
aforesaid, be final and conclusive. The Committee shall have the authority to
appoint an Employee as Plan Manager and to delegate to the Plan Manager such
authority with respect to the administration of the Plan as the Committee, in
its sole discretion, deems advisable from time to time.
1.4 EFFECTIVE DATE OF PLAN
The Plan, as amended and restated herein, shall become effective on the
date established for that purpose by the Committee, if prior to that date, the
Plan (i) has been adopted by the Board of Directors of the Corporation and (ii)
has been approved by an affirmative vote of a majority of votes cast by the
holders of the Common Stock and the voting preferred stock, voting together as
a single class, in person or by proxy, at a meeting at which a quorum is
present. The date established by the Committee as the effective date shall be
an Offering Date.
1.5 EXTENSION OR TERMINATION OF PLAN
The Plan shall continue in effect through, and including May 31, 2003,
unless terminated prior thereto pursuant to Section 4.3 hereof, or by the Board
of Directors or the Personnel and Compensation Committee of the Board, each of
which shall have the right to extend the term of or terminate the Plan at any
time. Upon any such termination, the balance, if any, in each Participant's
Account shall be refunded to him, or otherwise disposed of in accordance with
policies and procedures prescribed by the Committee in cases where such a
refund may not be possible.
ARTICLE II
PARTICIPATION
2.1 ELIGIBILITY
Each Employee, including those serving on the Committee or serving as
Plan Manager, who on an Offering Date will have at least one year of Continuous
Service, may become a Participant by executing and filing a Stock Purchase
Agreement with Corporate Benefits Administration prior to said Offering Date.
No Employee may participate in the Plan if said Employee, immediately after an
Offering Date, would be deemed for purposes of Section 423(b)(3) of the Code to
possess 5% or more of the total combined voting power or value of all classes
of stock of the Corporation or any Subsidiary.
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2.2 PAYROLL DEDUCTIONS
Payment for shares of Common Stock purchased hereunder shall be made by
authorized payroll deductions from each payment of Compensation in accordance
with instructions received from a Participant. Said deduction shall be
expressed as a whole number percentage which shall be at least 1% but not more
than 10%. A Participant may not increase or decrease the deduction during an
Option Period. However, a Participant may change the percentage deduction for
any subsequent Option Period by filing notice thereof with Corporate Benefits
Administration prior to the Offering Date on which such Period commences.
During an Option Period, a Participant may discontinue payroll deductions but
have the payroll deductions previously made during that Option Period remain in
the Participant's Account to purchase Common Stock on the next Exercise Date,
provided that he or she is an Employee as of that Exercise Date. Any amount
remaining in the Participant's Account after the purchase of Common Stock shall
be refunded without interest upon the written request of the Participant. Any
Participant who discontinues payroll deductions during an Option Period may
again become a Participant for a subsequent Option Period by executing and
filing another Stock Purchase Agreement in accordance with Section 2.1. Amounts
deducted from a Participant's Compensation pursuant to this Section shall be
credited to said Participant's Account.
ARTICLE III
PURCHASE OF SHARES
3.1 OPTION PRICE
The Option Price per share of the Common Stock sold to Participants
hereunder shall be 85% of the Fair Market Value of such share on either the
Offering Date or the Exercise Date of an Option Period, whichever is lower, but
in no event shall the Option Price per share be less than the par value of the
Common Stock.
3.2 PURCHASE OF SHARES
On each Exercise Date, the amount in a Participant's Account shall be
charged with the aggregate Option Price of the largest number of whole shares
of Common Stock which can be purchased with said amount. The balance, if any,
in such account shall be carried forward to the next succeeding Offering
Period.
3.3 LIMITATIONS ON PURCHASE
Except as the Committee may otherwise provide by an adjustment made
pursuant to Section 4.2, no Participant shall purchase more than 400 shares of
Common Stock in each calendar year, provided that any such purchase shall not
exceed the limitations imposed by Section 423(b)(8) of the Code.
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3.4 TRANSFERABILITY OF RIGHTS
Rights to purchase shares hereunder shall be exercisable only by the
Participant. Such rights shall not be transferable.
ARTICLE IV
PROVISIONS RELATING TO COMMON STOCK
4.1 COMMON STOCK RESERVED
At February 20, 1997, there shall be 4,614,154 authorized and unissued
shares of Common Stock reserved for the Plan, subject to adjustment in
accordance with Section 4.2 hereof. The aggregate number of shares which may be
purchased thereafter under the Plan shall not exceed the number of shares
reserved for the Plan. Such amount shall be in addition to the 4,534,726 shares
previously authorized and issued under the Plan.
4.2 ADJUSTMENT FOR CHANGES IN COMMON STOCK
In the event that adjustments are made in the number of outstanding
shares of Common Stock or said shares are exchanged for a different class of
stock of the Corporation or for shares of stock of any other corporation by
reason of merger, consolidation, stock dividend, stock split or otherwise, the
Committee may make appropriate adjustments in (i) the number and class of
shares or other securities that may be reserved for purchase or purchased
hereunder, and (ii) the Option Price. All such adjustments shall be made in the
sole discretion of the Committee, and its decision shall be binding and
conclusive.
4.3 INSUFFICIENT SHARES
If the aggregate funds available for the purchase of Common Stock on
any Exercise Date would cause an issuance of shares in excess of the number
provided for in Section 4.1 hereof, (i) the Committee shall proportionately
reduce the number of shares which would otherwise be purchased by each
Participant in order to eliminate such excess, and (ii) the Plan shall
automatically terminate immediately after such Exercise Date.
4.4 CONFIRMATION
Each purchase of Common Stock hereunder shall be confirmed in writing
to the Participant. A record of purchases shall be maintained by appropriate
entries on the books of the Corporation. Participants may obtain a certificate
or certificates for all or part of the shares of Common Stock purchased
hereunder by requesting same in writing.
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<PAGE> 6
4.5 RIGHTS AS SHAREHOLDERS
The shares of Common Stock purchased by a Participant on an Exercise
Date shall, for all purposes, be deemed to have been issued and sold at the
close of business on such Exercise Date. Prior to that time, none of the rights
or privileges of a shareholder of the Corporation shall exist with respect to
such shares.
ARTICLE V
TERMINATION OF PARTICIPATION
5.1 VOLUNTARY WITHDRAWAL
A Participant may withdraw from the Plan at any time by filing notice
of withdrawal prior to the close of business on an Exercise Date. Upon
withdrawal, the entire amount, if any, in a Participant's Account shall be
refunded to him without interest. Any Participant who withdraws from the Plan
may again become a Participant in accordance with Section 2.1 hereof.
5.2 TERMINATION OF ELIGIBILITY
If a Participant retires, he may elect to (i) withdraw the entire
amount, if any, in his Plan Account, or (ii) have said amount used to purchase
whole shares of Common Stock pursuant to Section 3.2 hereof on the next
succeeding Exercise Date, and have any remaining balance refunded without
interest.
If a Participant ceases to be eligible under Section 2.1 hereof for any
reason other than retirement, the dollar amount and the number of unissued
shares in such Participant's Account will be refunded or distributed to
Participant's designated beneficiary or estate, or otherwise disposed of in
accordance with policies and procedures prescribed by the Committee in cases
where such a refund or distribution may not be possible.
ARTICLE VI
GENERAL PROVISIONS
6.1 NOTICES
Any notice which a Participant files pursuant to the Plan shall be made
on forms prescribed by the Committee and shall be effective when received by
Corporate Benefits Administration.
6.2 CONDITION OF EMPLOYMENT
Neither the creation of the Plan nor participation therein shall be
deemed to create any right of continued employment or in any way affect the
right of the Corporation to terminate an Employee.
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6.3 AMENDMENT OF THE PLAN
The Board of Directors or the Board's Personnel and Compensation
Committee may at any time, or from time to time, amend the Plan in any respect,
except that, without approval of the shareholders, no amendment may increase
the aggregate number of shares reserved under the Plan other than as provided
in Section 4.2 hereof, materially increase the benefits accruing to
Participants or materially modify the requirements as to eligibility for
participation in the Plan. Any amendment of the Plan must be made in accordance
with applicable provisions of the Code and/or any regulations issued
thereunder, any other applicable law or regulation, and the requirements of the
principal exchange upon which the Common Stock is listed.
6.4 APPLICATION OF FUNDS
All funds received by the Corporation by reason of purchases of Common
Stock hereunder may be used for any corporate purpose.
6.5 LEGAL RESTRICTIONS
The Corporation shall not be obligated to sell shares of Common Stock
hereunder if counsel to the Corporation determines that such sale would violate
any applicable law or regulation.
6.6 GENDER
Whenever used herein, use of any gender shall be applicable to both
genders.
6.7 GOVERNING LAW
The Plan and all rights and obligations thereunder shall be construed
and enforced in accordance with the laws of the Commonwealth of Pennsylvania
and any applicable provisions of the Code and the related regulations.
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[PNC Bank Corp. Letterhead] EXHIBIT 5
April 25, 1997
Board of Directors
PNC Bank Corp.
One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222
Ms. Green and Gentlemen:
Reference is made to the Registration Statement on Form S-8 (the "Registration
Statement") of PNC Bank Corp. (the "Corporation") to be filed with the
Securities and Exchange Commission relating to the registration of 4,000,000
shares of the Corporation's common stock, par value $5.00 per share ("PNC
Common Stock"), to be newly issued or sold from its treasury to participants
under the PNC Bank Corp. Employee Stock Purchase Plan, as amended and restated
effective February 20, 1997 (the "Plan").
I am Senior Counsel to the Corporation and, in such capacity, I have been
requested to furnish this opinion to be included as Exhibit 5 to the
Registration Statement. In connection with this opinion, I have examined the
Corporation's Articles of Incorporation and By-laws, each as amended to date,
the Registration Statement and the Plan, and I have reviewed the proceedings
taken by the Corporation relating to the Plan, including the resolutions
adopted by the Corporation's Board of Directors and shareholders with respect
thereto. I have also reviewed such corporate records and other documents
relating to the Corporation and have satisfied myself as to such other matters
that I have deemed necessary under the circumstances as a basis for the opinion
hereinafter expressed.
In making such examination and rendering the opinion set forth below, I have
assumed: (i) the genuineness and authenticity of all signatures on original
documents; (ii) the authenticity of all documents submitted to me as originals;
and (iii) the conformity of originals of all documents submitted to be as
certified, telecopied, photostated or reproduced copies and the authenticity of
all originals of such documents.
My opinion is rendered as of the date hereof and its applicability to future
dates is conditioned upon the nonoccurrence of any event which would affect the
validity of the issuance of PNC Common Stock or the sale of PNC Common Stock
held as treasury shares under the Plan. With respect to any PNC Common Stock
held as treasury shares that may be sold under the Plan, my opinion is subject
to the condition such shares had been validly issued before they were
reacquired by the Corporation and became treasury shares, and that any such
share repurchases were made within parameters duly authorized by the Board of
Directors of the Corporation.
I am admitted to practice law in the Commonwealth of Pennsylvania and do not
purport to be an expert on or to express any opinion on any laws other than the
laws of the Commonwealth of Pennsylvania and the federal securities laws of the
United States of America. This opinion speaks as of today's date and is limited
to present statutes, regulations and judicial interpretations. In rendering
this opinion, I assume no obligation to revise or supplement this opinion
should the present laws be changed by legislative or regulatory action,
judicial decision or otherwise or should the Plan be further amended or
modified.
Based upon the foregoing, I am of the opinion that, when the Registration
Statement has become effective in accordance with applicable law, the 4,000,000
shares of PNC Common Stock to be registered, when issued or sold pursuant to
and in accordance with the terms of the Plan, will be validly issued, fully
paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ MELANIE S. CIBIK
- --------------------
Melanie S. Cibik
Senior Counsel
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Interests of
Named Experts and Counsel" in the Registration Statement (Form S-8) pertaining
to the registration of 4,000,000 shares of PNC Bank Corp. common stock issuable
in connection with the PNC Bank Corp. Employee Stock Purchase Plan and to the
incorporation by reference therein of our report dated January 24, 1997, with
respect to the consolidated financial statements of PNC Bank Corp. incorporated
by reference in its Annual Report on Form 10-K for the year ended December 31,
1996, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
- ---------------------
Pittsburgh, Pennsylvania
April 24, 1997
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
PNC BANK CORP.
EMPLOYEE STOCK PURCHASE PLAN - 4,000,000 SHARES
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors and/or
Officers of PNC Bank Corp. (the "Corporation"), a Pennsylvania corporation,
hereby names, constitutes and appoints Walter E. Gregg, Jr., Melanie S. Cibik
and Steven L. Kaplan, or each of them, with full power of substitution, such
person's true and lawful attorney-in-fact and agent to execute in such person's
name, place and stead, in any and all capacities, a Registration Statement on
Form S-8 (or other appropriate form) for the registration under the Securities
Act of 1933, as amended, of an additional 4,000,000 shares of the Corporation's
Common Stock, par value $5.00 per share, to be issued in connection with the
Corporation's Employee Stock Purchase Plan adopted by the Corporation's Board
of Directors, as amended and restated, and to execute in such person's name,
place and stead, in any and all capacities, any and all amendments to said
Registration Statement.
And such persons hereby ratify and confirm all that said attorney or
attorney-in-fact, or any substitute, shall lawfully do or cause to be done by
virtue hereof.
Witness the due execution hereof by the following persons in the capacities
indicated as of this April 22, 1997.
Name/Signature Capacity
- -------------- --------
/s/ THOMAS H. O'BRIEN
- --------------------------- Chairman, Chief Executive Officer
Thomas H. O'Brien and Director
- --------------------------- Director
Robert N. Clay
/s/ GEORGE A. DAVIDSON, JR.
- --------------------------- Director
George A. Davidson, Jr.
/s/ DAVID F. GIRARD-DICARLO
- --------------------------- Director
David F. Girard-diCarlo
/s/ DIANNA L. GREEN
- --------------------------- Director
Dianna L. Green
/s/ C. G. GREFENSTETTE
- --------------------------- Director
C. G. Grefenstette
Power of Attorney - 1
<PAGE> 2
/s/ ARTHUR J. KANIA
- --------------------------- Director
Arthur J. Kania
/s/ BRUCE LINDSAY
- --------------------------- Director
Bruce Lindsay
/s/ THOMAS MARSHALL
- --------------------------- Director
Thomas Marshall
/s/ W. CRAIG MCCLELLAND
- --------------------------- Director
W. Craig McClelland
/s/ DONALD I. MORITZ
- --------------------------- Director
Donald I. Moritz
- --------------------------- Director
Jackson H. Randolph
/s/ JAMES E. ROHR
- --------------------------- President and Director
James E. Rohr
/s/ RODERIC H. ROSS
- --------------------------- Director
Roderic H. Ross
- --------------------------- Director
Vincent A. Sarni
/s/ GARRY J. SCHEURING
- --------------------------- Director
Garry J. Scheuring
/s/ RICHARD P. SIMMONS
- --------------------------- Director
Richard P. Simmons
Power of Attorney - 2
<PAGE> 3
/s/ THOMAS J. USHER
- --------------------------- Director
Thomas J. Usher
/s/ MILTON A. WASHINGTON
- --------------------------- Director
Milton A. Washington
/s/ HELGE H. WEHMEIER
- --------------------------- Director
Helge H. Wehmeier
Power of Attorney - 3
<PAGE> 1
EXHIBIT 24.2
POWER OF ATTORNEY
PNC BANK CORP.
EMPLOYEE STOCK PURCHASE PLAN - 4,000,000 SHARES
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of PNC Bank Corp.
(the "Corporation"), a Pennsylvania corporation, hereby names, constitutes and
appoints Walter E. Gregg, Jr., Melanie S. Cibik and Steven L. Kaplan, or each
of them, with full power of substitution, such person's true and lawful
attorney-in-fact and agent to execute in such person's name, place and stead,
in any and all capacities, a Registration Statement on Form S-8 (or other
appropriate form) for the registration under the Securities Act of 1933, as
amended, of an additional 4,000,000 shares of the Corporation's Common Stock,
par value $5.00 per share, to be issued in connection with the Corporation's
Employee Stock Purchase Plan adopted by the Corporation's Board of Directors,
and as amended, and to execute in such person's name, place and stead, in any
and all capacities, any and all amendments to said Registration Statement.
And such person hereby ratifies and confirms all that said attorney or
attorney-in-fact, or any substitute, shall lawfully do or cause to be done by
virtue hereof.
Witness the due execution hereof by the following person in the capacities
indicated as of this April 22, 1997.
Name/Signature Capacity
- -------------- --------
/s/ ROBERT N. CLAY
- ----------------------------- Director
Robert N. Clay
<PAGE> 1
EXHIBIT 24.3
POWER OF ATTORNEY
PNC BANK CORP.
EMPLOYEE STOCK PURCHASE PLAN - 4,000,000 SHARES
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of PNC Bank Corp.
(the "Corporation"), a Pennsylvania corporation, hereby names, constitutes and
appoints Walter E. Gregg, Jr., Melanie S. Cibik and Steven L. Kaplan, or each
of them, with full power of substitution, such person's true and lawful
attorney-in-fact and agent to execute in such person's name, place and stead,
in any and all capacities, a Registration Statement on Form S-8 (or other
appropriate form) for the registration under the Securities Act of 1933, as
amended, of an additional 4,000,000 shares of the Corporation's Common Stock,
par value $5.00 per share, to be issued in connection with the Corporation's
Employee Stock Purchase Plan adopted by the Corporation's Board of Directors,
and as amended, and to execute in such person's name, place and stead, in any
and all capacities, any and all amendments to said Registration Statement.
And such person hereby ratifies and confirms all that said attorney or
attorney-in-fact, or any substitute, shall lawfully do or cause to be done by
virtue hereof.
Witness the due execution hereof by the following person in the capacities
indicated as of this April 22, 1997.
Name/Signature Capacity
- -------------- --------
/s/ JACKSON H. RANDOLPH
- ----------------------------- Director
Jackson H. Randolph
<PAGE> 1
EXHIBIT 24.4
POWER OF ATTORNEY
PNC BANK CORP.
EMPLOYEE STOCK PURCHASE PLAN - 4,000,000 SHARES
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of PNC Bank Corp.
(the "Corporation"), a Pennsylvania corporation, hereby names, constitutes and
appoints Walter E. Gregg, Jr., Melanie S. Cibik and Steven L. Kaplan, or each
of them, with full power of substitution, such person's true and lawful
attorney-in-fact and agent to execute in such person's name, place and stead,
in any and all capacities, a Registration Statement on Form S-8 (or other
appropriate form) for the registration under the Securities Act of 1933, as
amended, of an additional 4,000,000 shares of the Corporation's Common Stock,
par value $5.00 per share, to be issued in connection with the Corporation's
Employee Stock Purchase Plan adopted by the Corporation's Board of Directors,
and as amended, and to execute in such person's name, place and stead, in any
and all capacities, any and all amendments to said Registration Statement.
And such person hereby ratifies and confirms all that said attorney or
attorney-in-fact, or any substitute, shall lawfully do or cause to be done by
virtue hereof.
Witness the due execution hereof by the following person in the capacities
indicated as of this April 22, 1997.
Name/Signature Capacity
- -------------- --------
/s/ VINCENT A. SARNI
- ----------------------------- Director
Vincent A. Sarni
