<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13G
(RULE 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
Great Financial Corp.
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- ------------------------------------------------------------------------------
(Title of Class of Securities)
390516102
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(CUSIP Number)
----------
CUSIP No. 390516102 Page 1 of 7 Pages
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of above
persons
PNC Bank Corp. 25-1435979
2) Check the Appropriate Box if a Member of a Group (See Instructions)
a) [ ]
b) [ ]
3) SEC USE ONLY
4) Citizenship or Place of Organization Pennsylvania
Number of Shares 5) Sole Voting Power 1,153,568
Beneficially Owned
By Each Reporting
Person With 6) Shared Voting Power 726,892
7) Sole Dispositive Power 0
8) Shared Dispositive Power 1,019,429
9) Aggregate Amount Beneficially Owned by Each Reporting Person 1,880,460
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11) Percent of Class Represented by Amount in Row (9) 13.6
12) Type of Reporting Person (See Instructions) HC
* This amendment is as of December 31, 1997. It does not reflect the merger of
Great Financial Corp. with and into Star Banc Corporation effective
February 6, 1998.
<PAGE> 2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13G
(RULE 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
Great Financial Corp.
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- ------------------------------------------------------------------------------
(Title of Class of Securities)
390516102
- ------------------------------------------------------------------------------
(CUSIP Number)
----------
CUSIP No. 390516102 Page 2 of 7 Pages
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
above persons
PNC Bancorp, Inc. 51-0326854
2) Check the Appropriate Box if a Member of a Group (See Instructions)
a) [ ]
b) [ ]
3) SEC USE ONLY
4) Citizenship or Place of Organization Delaware
Number of Shares 5) Sole Voting Power 1,153,568
Beneficially Owned
By Each Reporting
Person With 6) Shared Voting Power 726,892
7) Sole Dispositive Power 0
8) Shared Dispositive Power 1,019,429
9) Aggregate Amount Beneficially Owned by Each Reporting Person 1,880,460
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [ ]
11) Percent of Class Represented by Amount in Row (9) 13.6
12) Type of Reporting Person (See Instructions) HC
* This amendment is as of December 31, 1997. It does not reflect the merger of
Great Financial Corp. with and into Star Banc Corporation effective
February 6, 1998.
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<PAGE> 3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13G
(RULE 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
Great Financial Corp.
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- ------------------------------------------------------------------------------
(Title of Class of Securities)
390516102
- ------------------------------------------------------------------------------
(CUSIP Number)
----------
CUSIP No. 390516102 Page 3 of 7 Pages
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of above
persons
PNC Bank, National Association 22-1146430+
2) Check the Appropriate Box if a Member of a Group (See Instructions)
a) [ ]
b) [ ]
3) SEC USE ONLY
4) Citizenship or Place of Organization United States
Number of Shares 5) Sole Voting Power 1,153,568
Beneficially Owned
By Each Reporting
Person With 6) Shared Voting Power 726,892
7) Sole Dispositive Power 0
8) Shared Dispositive Power 1,019,429
9) Aggregate Amount Beneficially Owned by Each Reporting Person 1,880,460
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11) Percent of Class Represented by Amount in Row (9) 13.6
12) Type of Reporting Person (See Instructions) BK
* This amendment is as of December 31, 1997. It does not reflect the merger of
Great Financial Corp. with and into Star Banc Corporation effective
February 6, 1998.
+ Reflects the merger of PNC Bank, Kentucky, Inc. with and into PNC Bank,
National Association, effective December 31, 1997.
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<PAGE> 4
ITEM 4 - OWNERSHIP:
The following information is as of December 31, 1997:
(a) Amount Beneficially Owned: 1,880,460 shares*
(b) Percent of Class: 13.6
(c) Number of shares to which such person has:
(i) sole power to vote or to direct the vote 1,153,565
(ii) shared power to vote or to direct the vote 726,892
(iii) sole power to dispose or to direct the disposition of 0
(iv) shared power to dispose or to direct the disposition of 1,019,429
* See the response to Item 6.
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<PAGE> 5
ITEM 6 - OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Substantially all of the shares held by PNC Bank, National Association ("PNC
Bank") were held by PNC Bank in a trustee capacity relating to various employee
benefit plans. Of the shares held in trusts, certain other persons as provided
in trust documents may have had the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, such shares. At
December 31, 1997, 1,302,100 shares were subject to the Great Financial Bank,
FSB Employee Stock Ownership Plan, for which PNC Bank served as trustee. At such
date, PNC Bank had sole voting power with respect to 1,019,429 shares, and with
respect to the remaining 282,671 shares had the power to vote such shares to the
extent it did not receive direction from participants.
ITEM 10 - CERTIFICATION.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
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<PAGE> 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 13, 1998
---------------------------------------------
Date
/s/ ROBERT L. HAUNSCHILD
---------------------------------------------
Signature - PNC Bank Corp.
Robert L. Haunschild, Senior Vice President
and Chief Financial
Officer
---------------------------------------------
Name/Title
February 13, 1998
---------------------------------------------
Date
/s/ PAUL L. AUDET
---------------------------------------------
Signature - PNC Bancorp, Inc.
Paul L. Audet, Vice President
---------------------------------------------
Name/Title
February 13, 1998
---------------------------------------------
Date
/s/ THOMAS R. MOORE
---------------------------------------------
Signature - PNC Bank, National Association
Thomas R. Moore, Vice President and Secretary
---------------------------------------------
Name/Title
SEE AGREEMENT ATTACHED AS FILED
AS EXHIBIT A.
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<PAGE> 7
AGREEMENT EXHIBIT A
February 13, 1998
The undersigned hereby agree to file a joint statement on Schedule 13G
under the Securities Exchange Act of 1934, as amended (the "Act") in connection
with their beneficial ownership of common stock issued by Great Financial
Corporation.
Each of the undersigned states that it is entitled to individually use
Schedule 13G pursuant to Rule 13d-1(c) of the Act.
Each of the undersigned is responsible for the timely filing of the
statement and any amendments thereto, and for the completeness and accuracy of
the information concerning each of them contained therein but none is
responsible for the completeness or accuracy of the information concerning the
others.
This agreement applies to any amendments to Schedule 13G.
PNC BANK CORP.
BY: /s/ ROBERT L. HAUNSCHILD
----------------------------------------------
Robert L. Haunschild, Senior Vice President
and Chief Financial Officer
PNC BANCORP, INC.
BY: /s/ PAUL L. AUDET
----------------------------------------------
Paul L. Audet, Vice President
PNC BANK, NATIONAL ASSOCIATION
BY: /s/ THOMAS R. MOORE
----------------------------------------------
Thomas R. Moore, Vice President and Secretary
