<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 OF 1934
FOR THE YEAR ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 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, 1997, ("1997 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 1997 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 information of the Corporation, 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 53
Consolidated Statement of Income for the three years ended December 31, 1997 54
Consolidated Balance Sheet as of December 31, 1997 and 1996 55
Consolidated Statement of Changes in Shareholders' Equity for the three years ended
December 31, 1997 56
Consolidated Statement of Cash Flows for the three years ended December 31, 1997 57
Notes to Consolidated Financial Statements 58-74
Quarterly Selected Financial Data 76
</TABLE>
As permitted by Rule 15d-21 of the Exchange Act, the following
financial statements of the PNC Bank Corp. Incentive Savings Plan, as
amended and report of independent auditors thereon are filed with
Amendment No. 1 at the page indicated and are incorporated herein by
reference.
<TABLE>
<CAPTION>
PAGE OF
FINANCIAL STATEMENTS AMENDMENT NO. 1
-----------------------------------------------------------------------------------------------------------------
<S> <C>
Report of Independent Auditors 4
Statements of Net Assets Available for Benefits with Fund Information 5
Statements of Changes in Net Assets Available for Benefits with Fund Information 7
Notes to Financial Statements 9
Schedule of Assets Held for Investment Purposes 14
Schedule of Loans 20
Schedule of Reportable Transactions 23
</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 Benefits with Fund Information 6
Statements of Changes in Net Assets Available for Benefits with Fund
Information 10
Notes to Financial Statements 12
Schedule of Assets Held for Investment Purposes 16
Schedule of (Overdue) Loans or Fixed Income Obligations 19
Schedule of Reportable Transactions 21
</TABLE>
FINANCIAL STATEMENT SCHEDULES
-----------------------------------------------------------------------
Not applicable.
REPORTS ON FORM 8-K
-----------------------------------------------------------------------
The following reports on Form 8-K were filed during the quarter ended
December 31, 1997, or thereafter:
Form 8-K dated as of October 15, 1997, reporting the Corporation's
consolidated financial results for the three and nine months ended
September 30, 1997, filed pursuant to Item 5.
Form 8-K dated as of January 15, 1998, reporting the Corporation's
consolidated financial results for the three months and year ended
December 31, 1997, filed pursuant to Item 5.
EXHIBITS
-----------------------------------------------------------------------
The exhibits listed on the Exhibit Index on pages 23 and 24 of this
Amendment No. 2 are filed herewith or are incorporated herein by
reference.
3
<PAGE> 4
PNC Retirement Savings Plan
Audited Financial Statements
Years ended June 30, 1998 and 1997
CONTENTS
<TABLE>
<S> <C>
Report of Independent Auditors ....................................................5
Audited Financial Statements
Statements of Net Assets Available for Benefits with Fund Information..............6
Statements of Changes in Net Assets Available for Benefits with Fund Information..10
Notes to Financial Statements ....................................................12
Schedules
Line 27a-Schedule of Assets Held for Investment Purposes .........................16
Line 27b-Schedule of (Overdue) Loans or Fixed Income Obligations .................19
Line 27d-Schedule of Reportable Transactions .....................................21
</TABLE>
4
<PAGE> 5
Report of Independent Auditors
Administrative Committee
PNC Bank Corp.
Retirement Savings Plan
We have audited the accompanying statements of net assets available for benefits
of the PNC Retirement Savings Plan as of June 30, 1998 and 1997, and the related
statements of changes in net assets available for benefits for the years 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 audits.
We conducted our audits 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 audits provide 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 benefits of the Plan at June
30, 1998 and 1997, and the changes in its net assets available for benefits for
the years then ended, in conformity with generally accepted accounting
principles.
Our audits were 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, (overdue) loans or fixed income obligations 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 benefits
and the statement of changes in net assets available for benefits is presented
for purposes of additional analysis rather than to present the net assets
available for benefits and changes in net assets available for benefits of each
fund. The supplemental schedules and Fund Information have been subjected to the
auditing procedures applied in the audits 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.
December 2, 1998
/s/ Ernst & Young LLP
5
<PAGE> 6
PNC Retirement Savings Plan
Statement of Net Assets Available for Benefits with Fund Information
June 30, 1998
<TABLE>
<CAPTION>
PNC BANK
INTERMEDIATE- SHORT-TERM CORP.
TERM FIXED FIXED COMMON
EQUITY-- INCOME-- INCOME-- STOCK--
FUND A FUND B FUND C FUND D LOAN FUND TOTAL
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investments at fair value:
PNC Bank Corp. common stock $ -- $ -- $ -- $10,346,788 $ -- $10,346,788
Short-term investment funds -- -- 1,290,446 188,870 9,541 1,488,857
Registered Investment Companies--
PNC Funds:
Small Cap Growth Equity Portfolio
253,609 -- -- -- -- 253,609
International Equity Portfolio 1,245,815 -- -- -- -- 1,245,815
International Emerging Markets
Portfolio
306,023 -- -- -- -- 306,023
Small Cap Value Equity
Portfolio
251,663 -- -- -- -- 251,663
Large Cap Growth Equity
Portfolio
1,001,269 -- -- -- -- 1,001,269
Large Cap Value Equity
Portfolio
994,620 -- -- -- -- 994,620
Mid Cap Growth Equity
Portfolio
374,922 -- -- -- -- 374,922
Mid Cap Value Equity
Portfolio 379,135 -- -- -- -- 379,135
</TABLE>
6
<PAGE> 7
Statement of Net Assets Available for Benefits with Fund Information (continued)
<TABLE>
<CAPTION>
PNC BANK
INTERMEDIATE- SHORT-TERM CORP.
TERM FIXED FIXED COMMON
EQUITY-- INCOME-- INCOME-- STOCK--
FUND A FUND B FUND C FUND D LOAN FUND TOTAL
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Intermediate Bond Portfolio -- 741,515 -- -- -- 741,515
Managed Income Portfolio -- 1,179,947 -- -- -- 1,179,947
Core Bond Portfolio -- 49,328 -- -- -- 49,328
Select Equity Portfolio 1,434,861 -- -- -- -- 1,434,861
Participants' loans -- -- -- -- 877,177 877,177
------------------------------------------------------------------------------------
Total investments 6,241,917 1,970,790 1,290,446 10,535,658 886,718 20,925,529
Receivables:
Accrued income 819 147 5,513 1,442 40 7,961
Employer matching contribution 290,845 107,764 234,041 3,723,540 -- 4,356,190
Other (21,532) (4,088) 57,216 9,717 -- 41,313
------------------------------------------------------------------------------------
Total assets 6,512,049 2,074,613 1,587,216 14,270,357 886,758 25,330,993
Payable:
Refund of excess participants'
contributions -- -- -- -- -- --
------------------------------------------------------------------------------------
Net assets available for benefits $6,512,049 $2,074,613 $1,587,216 $14,270,357 $886,758 $25,330,993
=====================================================================================
</TABLE>
See accompanying notes.
7
<PAGE> 8
PNC Retirement Savings Plan
Statement of Net Assets Available for Benefits with Fund Information
June 30, 1997
<TABLE>
<CAPTION>
PNC BANK
INTERMEDIATE- SHORT-TERM CORP.
TERM FIXED FIXED COMMON
EQUITY-- INCOME-- INCOME-- STOCK--
FUND A FUND B 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
Registered Investment Companies--
PNC Funds:
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>
8
<PAGE> 9
Statement of Net Assets Available for Benefits with Fund Information (continued)
<TABLE>
<CAPTION>
PNC BANK
INTERMEDIATE- SHORT-TERM CORP.
TERM FIXED FIXED COMMON
EQUITY-- INCOME-- INCOME-- STOCK--
FUND A FUND B 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 benefits $4,157,000 $1,474,728 $1,102,197 $7,494,577 $558,188 $14,786,690
==================================================================================
</TABLE>
See accompanying notes.
9
<PAGE> 10
PNC Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits with Fund Information
Year ended June 30, 1998
<TABLE>
<CAPTION>
PNC BANK
INTERMEDIATE- SHORT-TERM CORP.
TERM FIXED FIXED COMMON
EQUITY-- INCOME-- INCOME-- STOCK--
FUND A FUND B FUND C FUND D LOAN FUND TOTAL
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net assets available for benefits at
July 1, 1997 $4,157,000 $1,474,728 $1,102,197 $7,494,577 $558,188 $14,786,690
Additions:
Interest and dividends 375,975 115,241 77,194 282,886 50,393 901,689
Contributions:
Employer 290,845 107,764 234,041 3,723,540 -- 4,356,190
Employee 1,733,225 587,857 413,113 926,065 -- 3,660,260
Rollover 193,762 100,867 48,454 190,080 -- 533,163
Net transfers (144,014) (106,055) (113,532) (23,422) 387,023 --
Net realized and unrealized
appreciation
444,612 37,529 - 2,528,189 -- 3,010,330
Other, net (13,030) (20,434) (4,798) 10,608 -- (27,654)
----------------------------------------------------------------------------------
Total additions 2,881,375 822,769 654,472 7,637,946 437,416 12,433,978
Deductions:
Payments to participants or
beneficiaries
(526,326) (222,884) (169,453) (862,166) (108,846) (1,889,675)
----------------------------------------------------------------------------------
Net assets available for benefits at
June 30, 1998 $6,512,049 $2,074,613 $1,587,216 $14,270,357 $886,758 $25,330,993
==================================================================================
</TABLE>
See accompanying notes.
10
<PAGE> 11
PNC Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits with Fund Information
Year ended June 30, 1997
<TABLE>
<CAPTION>
PNC BANK
INTERMEDIATE- SHORT-TERM CORP.
TERM FIXED FIXED COMMON
EQUITY-- INCOME-- INCOME-- STOCK--
FUND A FUND B 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 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.
11
<PAGE> 12
PNC Retirement Savings Plan
Notes to Financial Statements
June 30, 1998 and 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
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.
Effective November 30, 1997, PNC Mortgage Bank, N.A. was merged with and into
PNC Bank, N.A. Former employees of PNC Mortgage Bank, N.A. were transferred to
other subsidiaries that participate in the Plan.
12
<PAGE> 13
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 prior to the effective
date of the Plan, 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% 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. Effective for plan years beginning after July 1,1997, the 6%
matching contributions will be made by the ISP. As such, participants in the
Plan are participants in the ISP with respect to such matching contributions. In
addition, PNC Bank may make discretionary contributions to the Plan. No
discretionary contributions were made for the year ended June 30, 1997. For the
year ended June 30, 1998, an additional matching contribution of $892,000 was
made to eligible participants. This match was the result of shares released from
the ESOP that were in excess of the amount required to satisfy the employer
match on the first 6% of elective deferrals. 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).
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.
13
<PAGE> 14
PNC Retirement Savings Plan
Notes to Financial Statements (continued)
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).
3. TRANSACTIONS WITH PARTIES-IN-INTEREST
The asset management group of PNC Bank, N.A., a wholly owned indirect subsidiary
of PNC Bank, administers the plan assets, maintains discretionary investment
power, and is the safekeeping agent. The Plan also holds shares of registered
investment companies (BlackRock FundsSM, formerly Compass Capital Funds) which
are sponsored and administered by wholly owned subsidiaries of PNC Bank or its
subsidiaries.
4. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated May 26, 1998, stating that the Plan is qualified under Section 401(a) of
the Internal Revenue Code (the Code) and, therefore, the related trust is exempt
from taxation. Once qualified, the Plan is required to operate in conformity
with the Code to maintain its qualification. The plan administrator believes the
Plan is being operated in compliance with the applicable requirements of the
Code and, therefore, believes that the Plan is qualified and the related trust
is tax-exempt.
5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits at June
30, 1998 and 1997 per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
JUNE 30
1998 1997
---------------------------------
<S> <C> <C>
Net assets available for benefits per the financial
statements $25,330,993 $14,786,690
Amounts allocated to withdrawn participants (429,936) (181,290)
---------------------------------
Net assets available for benefits per the Form 5500 $24,901,057 $14,605,400
=================================
</TABLE>
14
<PAGE> 15
PNC Retirement Savings Plan
Notes to Financial Statements (continued)
5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 (CONTINUED)
The following is a reconciliation of benefits paid to participants per the
financial statements for the years ended June 30, 1998 and 1997 to the Form
5500:
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30
1998 1997
---------------------------
<S> <C> <C>
Benefits paid to participants per the financial statements $1,889,675 $752,245
Add amounts allocated on Form 5500 to withdrawn participants at
June 30, 1998 429,936 181,290
Deduct amounts allocated on Form 5500 to withdrawn
participants at June 30, 1997 (181,290)
---------------------------
Benefits paid to participants per the Form 5500 $2,138,321 $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.
6. SUBSEQUENT EVENTS
Effective July 1, 1998, the Plan's investment options were expanded from 4 to 11
funds which will be valued on a daily basis.
Effective July 1, 1998, participants that receive a hardship withdrawal will be
suspended from making elective contributions and receiving matching
contributions for a period of 12 months from the effective date of the hardship
distribution.
Effective September 21, 1998, participants can have two loans outstanding at the
same time.
15
<PAGE> 16
PNC Retirement Savings Plan
Plan 003
EIN 25-1674164
Line 27a--Schedule of Assets Held for Investment Purposes
June 30, 1998
<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
*BlackRock Funds--Select Equity
Portfolio Fund 095
Institutional Class 74,616 shares $1,123,333 $1,434,861
*BlackRock Funds--International
Equity Portfolio Fund 065
Institutional Class 80,272 shares 1,085,394 1,245,815
*BlackRock Funds--Small Cap Value
Equity Portfolio Fund 046
Institutional Class 13,574 shares 221,880 251,663
*BlackRock Funds--Large Cap Growth
Equity Portfolio Fund 029
Institutional Class 49,715 shares 718,879 1,001,269
*BlackRock Funds--Large Cap Value
Equity Portfolio Fund 089
Institutional Class 57,894 shares 842,424 994,620
*BlackRock Funds--Mid Cap Growth
Equity Portfolio Fund 044
Institutional Class 28,796 shares 306,904 374,922
*BlackRock Funds--Mid Cap Value
Equity Portfolio Fund 035
Institutional Class 29,390 shares 331,368 379,135
</TABLE>
16
<PAGE> 17
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)
*BlackRock Funds--International
Emerging Markets Portfolio Fund
015 Institutional Class 51,519 shares 403,971 306,023
*BlackRock Funds--Small Cap Growth
Equity Portfolio Fund 093
Institutional Class 11,747 shares 210,211 253,609
-----------------------
Total Equity--Fund A 5,244,364 6,241,917
INTERMEDIATE-TERM FIXED INCOME--
FUND B
Registered Investment Companies
*BlackRock Funds--Intermediate Bond
Portfolio Fund 090 Institutional
Class 78,136 shares 731,256 741,515
*BlackRock Funds--Managed Income
Portfolio Fund 013 Institutional
Class
111,737 shares 1,143,819 1,179,947
*BlackRock Funds--Core Bond
Portfolio Fund 07 Institutional Class 4,983 shares 49,328 49,328
-----------------------
Total Intermediate-Term Fixed
Income--Fund B 1,924,403 1,970,790
</TABLE>
17
<PAGE> 18
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
*BlackRock Money Market Institutional
Class 1,290,446 shares 1,290,446 1,290,446
PNC BANK CORP. COMMON STOCK--
FUND D
Common Stock
*PNC Bank Corp. 192,052 shares 6,777,221 10,346,788
Interest-Bearing Cash
*BlackRock Money Market Institutional
Class 188,870 shares 188,870 188,870
--------------------------
Total PNC Bank Corp. Common
Stock--Fund D
6,966,091 10,535,658
LOAN FUND
Installment Loans 6-1/4% to 9% -- 877,177
*BlackRock Money Market Institutional
Class
9,541 shares 9,541 9,541
--------------------------
Total Loan Fund 9,541 886,718
--------------------------
$15,434,845 $20,925,529
==========================
</TABLE>
*Party-in-interest
18
<PAGE> 19
PNC Retirement Savings Plan
Plan 003
EIN 25-1674164
Line 27b--Schedule of (Overdue) Loans or Fixed Income Obligations
June 30, 1998
<TABLE>
<CAPTION>
AMOUNT RECEIVED DURING
1998 AMOUNT OVERDUE DESCRIPTION
------------------------------------------- -------------------
ORIGINAL UNPAID ORIGINAL
AMOUNT OF BALANCE AT INTEREST LOAN
IDENTITY AND ADDRESS OF OBLIGOR LOAN PRINCIPAL INTEREST PRINCIPAL INTEREST END OF YEAR RATE BALANCE
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John D. Maldonado
100 Grand Cove Way
Edgewater, NJ 07020 $30,000 $503 $1,265 $384 $159 $29,497 8.50% 9/97
Richard James Nelson
25 Meadow Avenue
Monmouth Beach, NJ 07750 7,000 791 349 386 139 5,721 8.25% 12/96
Jacqueline K. Boston
84 West 20th Street
Bayonne, NJ 07002 3,100 - - 334 163 3,100 8.50% 9/97
Terri L. Marano
25 Berkeley Place
Somerset, NJ 08873 6,000 620 75 403 160 5,229 8.25% 3/97
Karen Monterosa
703 Commons at Kingwood
East Brunswick, NJ 08816 5,000 410 204 129 59 4,590 8.50% 9/97
</TABLE>
19
<PAGE> 20
Line 27b--Schedule of (Overdue) Loans or Fixed Income Obligations (continued)
<TABLE>
<CAPTION>
AMOUNT RECEIVED DURING
1998 AMOUNT OVERDUE DESCRIPTION
------------------------------------------- -------------------
ORIGINAL UNPAID ORIGINAL
AMOUNT OF BALANCE AT INTEREST LOAN
IDENTITY AND ADDRESS OF OBLIGOR LOAN PRINCIPAL INTEREST PRINCIPAL INTEREST END OF YEAR RATE BALANCE
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Shawn T. Pack
1716 Yorkhouse Road
Waukegan, IL 60087 7,500 186 97 332 164 7,314 8.50% 12/97
Sandra R. Dettori
210 Stevens Street
North Brunswick, NJ 08902 6,000 205 290 335 115 4,702 8.25% 9/96
Julie Ann Owens
3431 Kedzie Street
Pittsburgh, PA 15204 6,500 1,253 444 56 17 5,247 8.50% 6/97
Julie T. Tomenbang
710 Western Street
Hoffman Estates, IL 60194 1,000 -- -- 540 45 765 8.25% 9/96
Judith M. Rogers
3067 N. Clybourn Avenue
Chicago, IL 60618 5,300 120 33 1,765 385 5,180 8.25% 3/97
Francis Lyons
6 Hoyt Avenue
Glens Falls, NY 12801 2,300 316 84 108 25 1,984 8.50% 9/97
Terry L. Follensbee
6 Timberlane
Vernon Hills, IL 60061 5,200 470 179 219 75 4,730 8.50% 9/97
--------------------------------------------------------------------
$84,900 $4,874 $3,020 $4,991 $1,506 $78,059
====================================================================
</TABLE>
20
<PAGE> 21
PNC Retirement Savings Plan
Plan 003
EIN 25-1674164
Line 27d--Schedule of Reportable Transactions
Year ended June 30, 1998
<TABLE>
<CAPTION>
CURRENT VALUE
OF ASSET ON
PURCHASE SELLING COST OF TRANSACTION NET GAIN
DESCRIPTION OF ASSET PRICE PRICE ASSET DATE (LOSS)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Category (i)---Single transaction
BlackRock Funds
Money Market Fund 01
2,686,848 shares $2,686,848 $2,686,848 $2,686,848
2,768,903 shares $2,768,903 2,768,903 2,768,903
PNC Bank Corp. Common Stock
63,211 shares 2,639,059 2,639,059 2,639,059
Category (iii)--Series of securities
transactions
PNC Bank Corp. Common Stock
107,233 shares 4,847,446 4,847,446 4,847,446
39,122 shares 1,907,738 1,258,574 1,907,738 649,164
BlackRock Funds
Money Market Fund 01
4,847,097 shares 4,847,097 4,847,097 4,847,097
4,663,022 shares 4,663,022 4,633,022 4,633,022
</TABLE>
There were no category (ii) or (iv) reportable transactions during the year
ended June 30, 1998.
21
<PAGE> 22
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 21, 1998
22
<PAGE> 23
EXHIBIT INDEX
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 99.2 of Current Report on Form 8-K dated January
15, 1998.
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, incorporated herein by reference to Exhibit 10.2 of the Annual
Report on Form 10-K for the year ended December 31, 1996 ("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 1997 Long-Term Incentive Award Plan of the Corporation ("1997 Award
Plan"), incorporated herein by reference to Exhibit 4.3 of the
Corporation's Post-Effective Amendment No. 1 to Registration Statement
on Form S-8 at File No. 33-54960.*
10.6 Form of Nonstatutory Stock Option Agreement under 1997 Award Plan,
incorporated herein by reference to Exhibit 10.6 of the Annual Report
on Form 10-K for the year ended December 31, 1997 ("1997 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 Form of Addendum to Nonstatutory Stock Option Agreement relating to
Reload Nonstatutory Stock Options, incorporated herein by reference to
Exhibit 10.8 of the 1997 Form 10-K.*
10.9 Form of Reload Nonstatutory Stock Option Agreement, incorporated herein
by reference to Exhibit 10.9 of the 1997 Form 10-K.*
10.10 Form of Incentive Share Agreement - Share Price, RSR and ROCE
Performance Goals, incorporated herein by reference to Exhibit 10.10 of
the 1997 Form 10-K.*
10.11 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").*
10.12 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").*
10.13 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.*
10.14 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.*
23
<PAGE> 24
10.15 PNC Bank Corp. Supplemental Pension Plan, as amended, incorporated
herein by reference to Exhibit 10.12 to the 1996 Form 10-K.*
10.16 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.*
10.17 PNC Bank Corp. Directors Retirement Plan, incorporated herein by
reference to Exhibit 10.7 of the 1994 Form 10-K.*
10.18 PNC Bank Corp. Directors Deferred Compensation Plan, incorporated
herein by reference to Exhibit 10.1 of the 3Q 1996 Form 10-Q.*
10.19 Form of Change in Control Severance Agreement, incorporated herein by
reference to Exhibit 10.17 to the 1996 Form 10-K.*
10.20 Amended and Restated Trust Agreement between the Corporation, as
Settlor, and NationsBank, N.A., as Trustee, incorporated herein by
reference to Exhibit 10.18 to the 1996 Form 10-K.*
12.1 Computation of Ratio of Earnings to Fixed Charges, incorporated herein
by reference to Exhibit 12.1 to the 1997 Form 10-K.
12.2 Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Dividends, incorporated herein by reference to Exhibit 12.2
to the 1997 Form 10-K.
13 Excerpts from the Annual Report to Shareholders for the year ended
December 31, 1997, incorporated herein by reference to Exhibit 13 to
the 1997 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/A.
21 Schedule of Certain Subsidiaries of the Corporation, filed as Exhibit
21 to the 1997 Form 10-K.
23.1 Consent of Ernst & Young LLP, independent auditors for the Corporation,
incorporated herein by reference to Exhibit 23 to the 1997 Form 10-K.
23.2 Consent of Ernst & Young LLP, independent auditors for the PNC Plan,
incorporated herein by reference to Exhibit 23.2 to the 1997 Form
10-K/A (Amendment No. 1).
23.3 Consent of Ernst & Young LLP, independent auditors for the PNC
Retirement Savings Plan, filed herewith.
24 Power of Attorney of directors and officers of the Corporation,
incorporated herein by reference to Exhibit 24 to the 1997 Form 10-K.
27.1 Financial Data Schedule, incorporated herein by reference to Exhibit 27
to the 1997 Form 10-K.
27.2 Restated Financial Data Schedule, incorporated herein by reference to
Exhibit 27.2 to the 1997 Form 10-K.
27.3 Restated Financial Data Schedule, incorporated herein by reference to
Exhibit 27.3 to the 1997 Form 10-K.
- -------------------------
* Denotes management contract or compensatory plan.
Except where otherwise expressly noted, incorporated document references are
to Commission File No. 1-9718.
24
<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 December 2, 1998 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, 1997.
/s/ ERNST & YOUNG LLP
Pittsburgh, Pennsylvania
December 21, 1998
25
