<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
(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, 1998
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. 1"), the undersigned
registrant hereby amends its Annual Report on Form 10-K for the year
ended December 31, 1998 ("1998 Form 10-K"), 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 Bank Corp. Incentive Savings Plan, as
amended ("PNC Plan").
In accordance with Rule 12b-15 of the Exchange Act, Item 14 of Part IV
of the 1998 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 are incorporated herein by reference.
<TABLE>
<CAPTION>
PAGE OF
FINANCIAL STATEMENTS ANNUAL REPORT
----------------------------------------------------------------------------------------------- ---------------------
<S> <C>
Report of Ernst & Young LLP, Independent Auditors 63
Consolidated Statement of Income for the three years ended December 31, 1998 64
Consolidated Balance Sheet as of December 31, 1998 and 1997 65
Consolidated Statement of Shareholders' Equity for the three years ended December 31, 1998 66
Consolidated Statement of Cash Flows for the three years ended December 31, 1998 67
Notes to Consolidated Financial Statements 68-87
Selected Quarterly Financial Data 88
</TABLE>
As permitted by Rule 15d-21 of the Exchange Act, the following
financial statements of the PNC Plan and reports of independent
auditors thereon are filed with Amendment No. 1 at the page indicated.
<TABLE>
<CAPTION>
PAGE OF
FINANCIAL STATEMENTS AMENDMENT NO. 1
------------------------------------------------------------------------- --------------------- ---------------------
<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 9
Notes to Financial Statements 12
Schedule of Assets Held for Investment Purposes 19
Schedule of Loans 21
Schedule of Reportable Transactions 22
</TABLE>
FINANCIAL STATEMENT SCHEDULES
----------------------------------------------------------------------
Not applicable.
REPORTS ON FORM 8-K
----------------------------------------------------------------------
Since December 31, 1998, the Corporation filed the following Current
Reports on Form 8-K:
Form 8-K dated as of December 23, 1998, reporting developments
regarding the Corporation's credit card business, filed pursuant to
Item 5.
Form 8-K dated as of January 19, 1999, reporting the Corporation's
consolidated financial results for the three months and year ended
December 31, 1998, filed pursuant to Item 5.
Form 8-K dated as of February 16, 1999, reporting the public offering
of $250,000,000 of 6 1/8% subordinated notes due 2009, filed pursuant
to Item 5.
<PAGE> 3
Form 8-K dated as of March 29, 1999, reporting developments regarding
the Corporation's credit card business, filed pursuant to Item 5.
Form 8-K dated as of April 22, 1999, reporting the Corporation's
consolidated financial results for the three months ended March 31,
1999 and information on the Corporation's businesses for the three
months ended March 31, 1999 and 1998, filed pursuant to Item 5.
EXHIBITS
----------------------------------------------------------------------
The exhibits listed on the Exhibit Index on pages 24 and 25 of this
Form 10-K/A are filed herewith or are incorporated herein by reference.
<PAGE> 4
PNC Bank Corp.
Incentive Savings Plan
Audited Financial Statements
Years ended December 31, 1998 and 1997
CONTENTS
<TABLE>
<CAPTION>
<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 .............................9
Notes to Financial Statements ................................................................................12
Schedules
Line 27a--Schedule of Assets Held for Investment Purposes ....................................................19
Line 27b--Schedule of Loans ..................................................................................21
Line 27d--Schedule of Reportable Transactions ................................................................22
</TABLE>
-4-
<PAGE> 5
Report of Independent Auditors
Administrative Committee
PNC Bank Corp.
Incentive Savings Plan
We have audited the accompanying statements of net assets available for benefits
of the PNC Bank Corp. Incentive Savings Plan as of December 31, 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
December 31, 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 made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes and loans as of December 31, 1998, and reportable
transactions for the year ended December 31, 1998, are presented for purposes of
additional analysis and are not a required part of the 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. These supplemental schedules are the responsibility of the
Plan's management. The Fund Information in the statements of net assets
available for benefits and the statements 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 our audits of the financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
June 4, 1999
-5-
<PAGE> 6
PNC Bank Corp.
Incentive Savings Plan
Statement of Net Assets Available for Benefits, with Fund Information
December 31, 1998
<TABLE>
<CAPTION>
PNC PNC PNC BLACKROCK BLACKROCK
BALANCED AGGRESSIVE CONSERVATIVE MONEY LARGE CAP
PROFILE PROFILE PROFILE MARKET VALUE EQUITY
FUND FUND FUND PORTFOLIO PORTFOLIO
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investments at fair value:
Investments in Master Trust $2,237,920 $219,947,201 $1,770,165 $67,309,996 $3,124,070
Other investments:
PNC Bank Corp. common stock
Interest-bearing cash 1,890,050
Participant loans
----------------------------------------------------------------------------
Total investments 2,237,920 219,947,201 1,770,165 69,200,046 3,124,070
Accrued income 7,941
Due to (from) fund/other
assets (liabilities)
----------------------------------------------------------------------------
Total assets 2,237,920 219,947,201 1,770,165 69,207,987 3,124,070
ESOP note payable
Accrued interest payable
============================================================================
Net assets available for benefits $2,237,920 $219,947,201 $1,770,165 $69,207,987 $3,124,070
============================================================================
</TABLE>
<TABLE>
<CAPTION>
BLACKROCK BLACKROCK BLACKROCK
INDEX SMALL CAP INTERNATIONAL
EQUITY VALUE EQUITY EQUITY
PORTFOLIO PORTFOLIO PORTFOLIO
------------------------------------------------
<S> <C> <C> <C>
Investments at fair value:
Investments in Master Trust $13,764,628 $1,257,990 $469,292
Other investments:
PNC Bank Corp. common stock
Interest-bearing cash
Participant loans
------------------------------------------------
Total investments 13,764,628 1,257,990 469,292
Accrued income
Due to (from) fund/other
assets (liabilities)
------------------------------------------------
Total assets 13,764,628 1,257,990 469,292
ESOP note payable
Accrued interest payable
================================================
Net assets available for benefits $13,764,628 $1,257,990 $469,292
================================================
</TABLE>
See accompanying notes to financial statements.
-6-
<PAGE> 7
PNC Bank Corp.
Incentive Savings Plan
Statement of Net Assets Available for Benefits,
with Fund Information (continued)
December 31, 1998
<TABLE>
<CAPTION>
BLACKROCK BLACKROCK PNC
SMALL CAP CORE PNC BANK BANK CORP.
GROWTH EQUITY BOND CORP. STOCK ALLOCATED
PORTFOLIO PORTFOLIO FUND ESOP FUND
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investments at fair value:
Investments in Master Trust $1,739,005 $64,708,454
Other investments:
PNC Bank Corp. common stock $298,133,016 $226,642,586
Interest-bearing cash 17,322
Participant loans
--------------------------------------------------------------------
Total investments 1,739,005 64,708,454 298,133,016 226,659,908
Accrued income
Due to (from) fund/other assets 1,198,534
(liabilities)
--------------------------------------------------------------------
Total assets 1,739,005 64,708,454 298,133,016 227,858,442
ESOP note payable
Accrued interest payable
====================================================================
Net assets available for benefits $1,739,005 $64,708,454 $298,133,016 $227,858,442
====================================================================
</TABLE>
<TABLE>
<CAPTION>
PNC
BANK CORP.
UNALLOCATED LOAN
ESOP FUND FUND TOTAL
-----------------------------------------------------
<S> <C> <C> <C>
Investments at fair value:
Investments in Master Trust $ 376,328,721
Other investments:
PNC Bank Corp. common stock $76,655,106 601,430,708
Interest-bearing cash 1,907,372
Participant loans $30,193,660 30,193,660
-----------------------------------------------------
Total investments 76,655,106 30,193,660 1,009,860,461
Accrued income 7,526 15,467
Due to (from) fund/other assets (1,198,534)
(liabilities)
-----------------------------------------------------
Total assets 75,464,098 30,193,660 1,009,875,928
ESOP note payable (31,832,881) (31,832,881)
Accrued interest payable (1,171,917) (1,171,917)
=====================================================
Net assets available for benefits $42,459,300 $30,193,660 $ 976,871,130
=====================================================
</TABLE>
See accompanying notes to financial statements.
-7-
<PAGE> 8
PNC Bank Corp.
Incentive Savings Plan
Statement of Net Assets Available for Benefits, with Fund Information
December 31, 1997
<TABLE>
<CAPTION>
INTERMEDIATE-
TERM FIXED SHORT-TERM PNC BANK
EQUITY INCOME-- FIXED INCOME CORP. STOCK
FUND A FUND B --FUND C --FUND D
-------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investments at fair value:
PNC Bank common stock $347,536,137
PNC Bank preferred stock 61,333
Short-term investments Compass Capital Funds:
Interest-bearing cash $5,096,345 $ 1,550,429 $78,921,669 1,574,747
Registered investment companies PNC Funds:
Small Cap Growth Equity Portfolio 8,132,880
International Equity Portfolio 42,943,103
Small Cap Value Equity Portfolio 8,526,487
International Emerging Markets Portfolio 10,561,421
Mid Cap Growth Equity Portfolio 13,264,058
Mid Cap Value Equity Portfolio 12,841,875
Intermediate Term Bond Portfolio 24,944,759
Managed Income Portfolio 35,195,764
Large Cap Growth Equity Portfolio 33,845,359
Large Cap Value Equity Portfolio 35,082,767
Value Equity Portfolio 49,612,685
Core Bond Portfolio 320 4,349,727
Participant loans
Other 75,095
-------------------------------------------------------------------
Total investments 219,907,300 66,115,774 78,921,669 349,172,217
Contribution receivable
Accrued income 22,334 6,605 363,959 7,519
Due to (from) fund/other assets (liabilities) 2,262,896 (326,221) 20,466 1,403,906
-------------------------------------------------------------------
Total assets 222,192,530 65,796,158 79,306,094 350,583,642
ESOP note payable
Accrued employer match
Accrued interest payable
===================================================================
Net assets available for benefits $222,192,530 $65,796,158 $79,306,094 $350,583,642
===================================================================
</TABLE>
<TABLE>
<CAPTION>
PNC PNC
BANK CORP. BANK CORP.
ALLOCATED UNALLOCATED LOAN
ESOP FUND ESOP FUND FUND TOTAL
-------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investments at fair value:
PNC Bank common stock $214,752,364 $134,790,364 $ 697,078,865
PNC Bank preferred stock 61,333
Short-term investments Compass Capital Funds:
Interest-bearing cash 409 $ 446,628 87,590,227
Registered investment companies PNC Funds:
Small Cap Growth Equity Portfolio 8,132,880
International Equity Portfolio 42,943,103
Small Cap Value Equity Portfolio 8,526,487
International Emerging Markets Portfolio 10,561,421
Mid Cap Growth Equity Portfolio 13,264,058
Mid Cap Value Equity Portfolio 12,841,875
Intermediate Term Bond Portfolio 24,944,759
Managed Income Portfolio 35,195,764
Large Cap Growth Equity Portfolio 33,845,359
Large Cap Value Equity Portfolio 35,082,767
Value Equity Portfolio 49,612,685
Core Bond Portfolio 4,350,047
Participant loans 29,025,613 29,025,613
Other 75,095
-------------------------------------------------------------------
Total investments 214,752,364 134,790,773 29,472,241 1,093,132,338
Contribution receivable 13,890,529 13,890,529
Accrued income 6,259 31,893 438,569
Due to (from) fund/other assets (liabilities) 5,296,920 (5,323,315) (2,612,832) 721,820
-------------------------------------------------------------------
Total assets 233,946,072 129,499,351 26,859,409 1,108,183,256
ESOP note payable (47,600,000) (47,600,000)
Accrued employer match (13,890,529) (13,890,529)
Accrued interest payable (1,738,124) (1,738,124)
===================================================================
Net assets available for benefits $233,946,072 $ 66,270,698 $26,859,409 $1,044,954,603
===================================================================
</TABLE>
See accompanying notes to financial statements.
-8-
<PAGE> 9
PNC Bank Corp.
Incentive Savings Plan
Statement of Changes in Net Assets Available for Benefits,
with Fund Information
Year ended December 31, 1998
<TABLE>
<CAPTION>
PNC PNC PNC BLACKROCK
BALANCED AGGRESSIVE CONSERVATIVE MONEY
PROFILE PROFILE PROFILE MARKET
FUND FUND FUND PORTFOLIO
-------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net assets available for benefits
at January 1, 1998 $222,192,530 $ 79,306,094
Additions:
Interest and dividends $ 1,905 1,197,756 $ 1,094 3,868,694
Contributions:
Employer 1,239 342,245 557 402,223
Employee 37,157 18,012,613 14,322 4,455,008
Rollover 3,835 668,502 17,789 331,797
Deductions:
Distributions to participants or
Beneficiaries (32,073,276) (19,378,973)
Expenses (263) (54,098) (177) (16,366)
Net transfers 1,950,234 (20,829,952) 1,681,537 (123,896)
ESOP activity:
Interest expense
Other ESOP activity
Net realized and unrealized appreciation
(depreciation) 243,813 30,083,664 55,043
Net assets received in mergers 180,468 371,701
Other 226,749 (8,295)
-------------------------------------------------------------------
Net assets available for benefits
at December 31, 1998 $2,237,920 $219,947,201 $1,770,165 $ 69,207,987
===================================================================
</TABLE>
<TABLE>
<CAPTION>
BLACKROCK BLACKROCK BLACKROCK BLACKROCK
LARGE CAP INDEX SMALL CAP INTERNATIONAL
VALUE EQUITY EQUITY VALUE EQUITY EQUITY
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
-------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net assets available for benefits
at January 1, 1998
Additions:
Interest and dividends $ 118,873 $ 53,177 $ 45,140 $ 19,581
Contributions:
Employer 617 2,100 303
Employee 79,709 221,876 38,341 16,291
Rollover 14,793 19,939 5,118 3,273
Deductions:
Distributions to participants or
Beneficiaries (35,458)
Expenses (425) (1,686) (182) (58)
Net transfers 2,834,678 12,067,684 1,098,837 404,719
ESOP activity:
Interest expense
Other ESOP activity
Net realized and unrealized appreciation
(depreciation) 111,283 1,401,538 70,433 25,486
Net assets received in mergers
Other
-------------------------------------------------------------------
Net assets available for benefits
at December 31, 1998 $3,124,070 $13,764,628 $1,257,990 $469,292
===================================================================
</TABLE>
See accompanying notes to financial statements.
-9-
<PAGE> 10
PNC Bank Corp.
Incentive Savings Plan
Statement of Changes in Net Assets Available for Benefits,
with Fund Information (continued)
Year ended December 31, 1998
<TABLE>
<CAPTION>
BLACKROCK BLACKROCK PNC
SMALL CAP CORE PNC BANK BANK CORP.
GROWTH EQUITY BOND CORP. STOCK ALLOCATED
PORTFOLIO PORTFOLIO FUND ESOP FUND
------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net assets available for benefits
at January 1, 1998 $ 65,796,158 $350,583,642 $233,946,072
Additions:
Interest and dividends $2,111 5,420,866 9,436,717 6,443,779
Contributions:
Employer 406 137,066 2,187,166
Employee 57,285 4,581,028 8,111,042
Rollover 7,379 183,645 581,690
Deductions:
Distributions to participants or
Beneficiaries (10,672,276) (49,522,842) (26,276,861)
Expenses (200) (15,598) (71,931) (53,624)
Net transfers 1,369,832 (461,970) (4,177,237) (1,060,177)
ESOP activity:
Interest expense
Other ESOP activity 26,607,420
Net realized and unrealized appreciation
(depreciation) 302,192 (307,794) (17,040,087) (11,982,168)
Net assets received in mergers 71,780
Other (24,451) (1,955,144) 234,001
------------------------------------------------------------------
Net assets available for benefits
at December 31, 1998 $1,739,005 $ 64,708,454 $298,133,016 $227,858,442
==================================================================
</TABLE>
<TABLE>
<CAPTION>
PNC
BANK CORP.
UNALLOCATED LOAN
ESOP FUND FUND TOTAL
---------------------------------------------------
<S> <C> <C> <C>
Net assets available for benefits
at January 1, 1998 $ 66,270,698 $26,859,409 $1,044,954,603
Additions:
Interest and dividends 3,102,521 1,092,429 30,804,643
Contributions:
Employer 7,341,428 10,415,350
Employee 35,624,672
Rollover 1,837,760
Deductions:
Distributions to participants or
Beneficiaries (2,993,876) (140,953,562)
Expenses (214,608)
Net transfers 5,245,711
ESOP activity:
Interest expense (2,447,597) (2,447,597)
Other ESOP activity (26,607,420)
Net realized and unrealized appreciation
(depreciation) (6,383,732) (3,420,329)
Net assets received in mergers 103 624,052
Other 1,183,402 (10,116) (353,854)
---------------------------------------------------
Net assets available for benefits
at December 31, 1998 $ 42,459,300 $30,193,660 $ 976,871,130
===================================================
</TABLE>
See accompanying notes to financial statements.
-10-
<PAGE> 11
PNC Bank Corp.
Incentive Savings Plan
Statement of Changes in Net Assets Available for Benefits,
with Fund Information
Year ended December 31, 1997
<TABLE>
<CAPTION>
INTERMEDIATE- PNC
TERM FIXED SHORT-TERM PNC BANK BANK CORP.
EQUITY INCOME-- FIXED INCOME CORP. STOCK ALLOCATED
FUND A FUND B --FUND C --FUND D ESOP FUND
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net assets available for benefits
at January 1, 1997 $156,096,804 $55,417,543 $ 60,469,746 $218,354,703 $131,619,271
Additions:
Interest and dividends 18,615,296 4,645,389 4,765,536 12,038,018 5,370,382
Contributions:
Employer 460,196 193,618 304,917
Employee 16,876,580 5,002,814 5,204,913 7,171,907
Rollover 1,002,879 232,716 286,815 272,701
Deductions:
Distributions to participants or
beneficiaries (16,683,815) (6,564,618) (15,389,481) (32,448,430) (13,273,451)
Net transfers 6,048,460 (2,303,953) (842,499) (4,823,151) (869,890)
ESOP activity:
Interest expense
Other ESOP activity 39,219,467
Net realized and unrealized appreciation 17,471,782 919,225 117,854,617 71,861,813
Net assets received in mergers 22,304,348 8,253,424 24,506,147 32,163,277 18,480
Other
--------------------------------------------------------------------------------------
Net assets available for benefits
at December 31, 1997 $222,192,530 $65,796,158 $ 79,306,094 $350,583,642 $233,946,072
======================================================================================
</TABLE>
<TABLE>
<CAPTION>
PNC
BANK CORP.
UNALLOCATED LOAN
ESOP FUND FUND TOTAL
-------------------------------------------------
<S> <C> <C> <C>
Net assets available for benefits
at January 1, 1997 $ 44,437,399 $23,707,248 $ 690,102,714
Additions:
Interest and dividends 4,440,725 2,043,231 51,918,577
Contributions:
Employer 11,579,000 12,537,731
Employee 34,256,214
Rollover 1,795,111
Deductions:
Distributions to participants or
beneficiaries (1,986,724) (86,346,519)
Net transfers 2,791,033
ESOP activity:
Interest expense (3,515,249) (3,515,249)
Other ESOP activity (39,219,467)
Net realized and unrealized appreciation 48,548,290 256,655,727
Net assets received in mergers 13,116 87,258,792
Other 291,505 291,505
-------------------------------------------------
Net assets available for benefits
at December 31, 1997 $ 66,270,698 $26,859,409 $1,044,954,603
=================================================
</TABLE>
See accompanying notes to financial statements.
-11-
<PAGE> 12
PNC Bank Corp.
Incentive Savings Plan
Notes to Financial Statements
December 31, 1998
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. For certain investments that do not
have an established fair value, such value is established based on the opinion
of the trustee.
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 Incentive Savings Plan's (the Plan) assets are concentrated in the stock and
bond markets. Realization of the respective values shown on the statements 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 that affect the
amounts reported in the financial statements and accompanying notes. Actual
results could differ from such estimates.
2. DESCRIPTION OF THE PLAN
PNC Bank Corp. (PNC Bank) is the sponsor of the Plan. The Plan covers
substantially all eligible employees of PNC Bank and certain subsidiaries.
-12-
<PAGE> 13
PNC Bank Corp.
Incentive Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
The Plan allows participants to contribute from 1 to 15 percent of their
biweekly base compensation on a pretax 401(k) basis. PNC Bank matches 100
percent of employee contributions up to 6 percent of base compensation, subject
to Internal Revenue Service (IRS) limitations. For the plan year ended December
31, 1997, an additional 38 percent, $10.6 million, employer matching
contribution was made to eligible participants in accordance with the terms of
the Employee Stock Ownership Plan (ESOP) contained in the Plan document. This
allocation was the result of shares released from the ESOP that were in excess
of the amount required to satisfy the standard employer match on the first six
percent of elective deferrals. Participants are fully vested in their balances,
including the employer contributions. Prior to July 1, 1998, plan income was
allocated to participants based on an average participant investment balance on
a quarterly basis. Effective July 1, 1998, participants' accounts are valued on
a daily basis.
Prior to July 1998, participants could elect to invest any voluntary
contributions and balances rolled over from prior plans in any of the following
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). Effective July 1, 1998, balances in the old funds were
transferred or re-named to the following:
Old Fund New Fund as of July 1, 1998
-------- ---------------------------
Fund A - Equity PNC Aggressive Profile Fund
Fund B - Intermediate Term Fixed Income BlackRock Core Bond Portfolio
Fund C - Short-Term Fixed Income BlackRock Money Market Portfolio
Fund D - PNC Bank Corp. Common Stock PNC Bank Corp. Common Stock Fund
In addition, seven new investment fund options were added to the Plan as
follows: BlackRock Index Equity Portfolio, BlackRock Small Cap Growth Equity
Portfolio, BlackRock Large Cap Value Equity Portfolio, BlackRock Small Cap Value
Equity Portfolio, BlackRock International Equity Portfolio, PNC Conservative
Profile Fund, and PNC Balanced Profile Fund. Employer matching contributions for
participants whose age is under 55 are made in PNC Bank Corp. Common Stock.
Participants age 55 or older can choose to have their matching contribution made
in PNC Bank Corp. Common Stock or in cash to invest in the other ten funds.
Benefits to participants for withdrawals requested, but yet to be paid, were
$15,360,392 at December 31, 1997. There were no withdrawals requested but not
yet paid at December 31, 1998.
-13-
<PAGE> 14
PNC Bank Corp.
Incentive Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
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 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).
The Plan includes a leveraged employee stock ownership plan (ESOP). In January
1990, the ESOP borrowed $140 million from PNC Bank and purchased approximately
7,350,000 shares of PNC Bank Corp. Common Stock through open market purchases.
In December 1998, the balance of the remaining ESOP note was refinanced and the
new note extended to 2002. The unallocated shares of PNC Bank Corp. Common Stock
are pledged as security on the ESOP note. The ESOP shares are used to match a
portion of PNC Bank's matching contributions to the Plan.
PNC Bank is obligated to make annual contributions sufficient to fund principal
and interest payments on the ESOP note net of investment income and realized
gains and losses in the unallocated ESOP fund. Shares of PNC Bank Corp. Common
Stock allocated to participants totaled 631,400 in 1998 and 947,314 in 1997.
The effective interest rate on the ESOP fixed rate note was 5.36 % in 1998.
Principal payments are due on an annual basis and interest payments are due
quarterly. The following is a schedule of debt maturities:
<TABLE>
<S> <C>
1999 $ 9,000,000
2000 8,000,000
2001 8,600,000
2002 6,232,881
-----------
$31,832,881
===========
</TABLE>
At December 31, 1998, the ESOP held 1,419,539 unallocated shares of PNC Bank
Corp. Common Stock with a market value of $76,655,106. These assets will be used
to match future participant contributions.
-14-
<PAGE> 15
PNC Bank Corp.
Incentive Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
Certain of the Plan's investments are in a Master Trust which was established on
July 1, 1998 for the investment of assets of the Plan and the PNC Retirement
Savings Plan. Each participating retirement plan has an undivided interest in
the Master Trust. At December 31, 1998, the Plan's interest in the net assets of
the Master Trust was approximately 97%. Investment income and expenses are
allocated to the Plan based upon its pro rata share in the net assets of the
Master Trust.
The following table presents the fair value of investments in the Master Trust
at December 31, 1998.
<TABLE>
<CAPTION>
DECEMBER 31
1998
------------
<S> <C>
Investments at fair value:
PNC Balanced Profile Fund $ 2,255,414
PNC Aggressive Profile Fund 225,803,407
PNC Conservative Profile Fund 1,782,304
BlackRock Money Market Portfolio 69,039,596
BlackRock Large Cap Value Equity Portfolio 3,192,939
BlackRock Index Equity Portfolio 13,942,125
BlackRock Small Cap Value Equity Portfolio 1,278,676
BlackRock International Equity Portfolio 488,561
BlackRock Small Cap Growth Equity Portfolio 1,771,885
BlackRock Core Bond Portfolio 66,677,771
------------
$386,232,678
============
</TABLE>
-15-
<PAGE> 16
PNC Bank Corp.
Incentive Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
The following table presents income recorded by the Master Trust for the period
July 1, 1998 through December 31, 1998.
<TABLE>
<CAPTION>
JULY 1, 1998
THROUGH
DECEMBER 31
1998
------------
<S> <C>
Net appreciation (depreciation) in fair value of investments:
PNC Balanced Profile Fund $ 249,682
PNC Aggressive Profile Fund 1,278,007
PNC Conservative Profile Fund 56,325
BlackRock Large Cap Value Equity Portfolio 117,341
BlackRock Index Equity Portfolio 1,451,540
BlackRock Small Cap Value Equity Portfolio 75,572
BlackRock International Equity Portfolio 26,338
BlackRock Small Cap Growth Equity Portfolio 316,831
BlackRock Core Bond Portfolio (733,233)
-----------
2,838,403
Interest and dividend income 4,599,866
-----------
$ 7,438,269
===========
</TABLE>
3. TRANSACTIONS WITH PARTIES-IN-INTEREST
PNC Bank, N.A., a wholly owned subsidiary of PNC Bank, is the Plan's trustee.
Investments under the Plan are participant directed. Investment options include
various portfolios of the BlackRock Funds, which are registered investment
companies (mutual funds) from which PNC Bank affiliates, including BlackRock
Financial Management, Inc. and PFPC Inc., receive compensation for providing
services, such as investment advisory, custodial and transfer agency services,
to the mutual funds. Prior to February 12, 1998, PNC Bank paid administrative
costs incurred by the Plan. Effective February 12, 1998, certain plan
administrative expenses are paid by the Plan.
-16-
<PAGE> 17
PNC Bank Corp.
Incentive Savings Plan
Notes to Financial Statements (continued)
4. INCOME TAX STATUS
The Internal Revenue Service ruled June 21, 1995 that the Plan qualifies under
Section 401(a) of the Internal Revenue Code (IRC) and, therefore, the related
trust is not subject to tax under present income tax law. Once qualified, the
Plan is required to operate in conformity with the IRC to maintain its
qualification. The Plan was amended subsequent to the IRS determination letter.
Therefore, the amendments are not covered by the determination letter. The Plan
Administrator is not aware of any course of action or series of events that have
occurred that might adversely affect the Plan's qualified status.
5. PLAN MERGERS AND DIVESTITURES
In 1997, assets of approximately $85 million and $1.9 million were merged into
the Plan from Midlantic Bank N.A. and BancOne plans, respectively, as a result
of acquisitions.
6. SUBSEQUENT EVENTS
Effective January 1, 1999, eligible compensation under the Plan was amended to
include overtime and eligible variable compensation.
Effective April 1, 1999, participants who have attained the age of 50, versus
the current age of 55, can choose to have their matching contribution made in
PNC Bank Corp. Common Stock or in cash to invest in the other available
investment options.
Effective May 16, 1998, participants in the former Midland Services Inc. 401(k)
Plan became eligible to participate in the Plan. Assets of approximately $5.8
million from the Midland Services Inc. Plan were merged into the Plan during
January 1999.
-17-
<PAGE> 18
PNC Bank Corp.
Incentive Savings Plan
Notes to Financial Statements (continued)
7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
DECEMBER 31
1998 1997
------------------------------------------
<S> <C> <C>
Net assets available for benefits per the financial statements
$ 976,871,130 $ 1,044,954,603
Amounts allocated to withdrawing participants (15,360,392)
=============== ===============
Net assets available for benefits per the Form 5500 $ 976,871,130 $ 1,029,594,211
=============== ===============
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1998
-----------------
<S> <C>
Benefits paid to participants per the financial statements $ 140,953,562
Add: Amounts allocated to withdrawing participants at December 31, 1998
Less: Amounts allocated to withdrawing participants at December 31, 1997
(15,360,392)
=============
Benefits paid to participants per the Form 5500 $ 125,593,170
=============
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31 but not yet paid as of that date.
-18-
<PAGE> 19
PNC Bank Corp.
Incentive Savings Plan
EIN 25-1435979 Plan 001
Line 27a--Schedule of Assets Held for Investment Purposes
December 31, 1998
<TABLE>
<CAPTION>
IDENTITY OF ISSUER, BORROWER, DESCRIPTION OF
OR SIMILAR ENTITY INVESTMENT COST FAIR VALUE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Interest-Bearing Cash
- ---------------------
*BlackRock Money Market
Portfolio 1,890,050 shares $ 1,890,050 $ 1,890,050
PNC BANK CORP. STOCK FUND
Common Stock
- ------------
*PNC Bank Corp. 5,520,858 shares 139,431,065 298,126,332
Preferred Stock
- ---------------
*PNC Bank Corp. 87 shares 1,155 6,684
----------- -----------
Total PNC Bank Corp. Stock Fund
139,432,220 298,133,016
ESOP ACCOUNT
Common Stock
- ------------
*PNC Bank Corp:
Allocated Account 4,197,406 shares 97,471,142 226,642,586
*Unallocated Account 1,419,539 shares 26,205,357 76,655,106
Interest-Bearing Cash
- ---------------------
*PNC Money Market
Institutional Class 17,322 shares 17,322 17,322
----------- -----------
Total ESOP Account 123,693,821 303,315,014
</TABLE>
-19-
<PAGE> 20
PNC Bank Corp.
Incentive Savings Plan
EIN 25-1435979 Plan 001
Line 27a--Schedule of Assets Held for Investment Purposes (continued)
December 31, 1998
<TABLE>
<CAPTION>
IDENTITY OF ISSUER, BORROWER, DESCRIPTION OF
OR SIMILAR ENTITY INVESTMENT COST FAIR VALUE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
LOAN FUND
Participant Loans
- -----------------
Rates ranging from
6.00% to 12.40%;
maturing January 1,
1999 through June 5,
2014
30,193,660
----------------------------------------------
Total PNC Bank Corp.
Incentive Savings Plan $265,016,091 $633,531,740
=============================================
</TABLE>
* Party-in-interest
-20-
<PAGE> 21
PNC Bank Corp. Incentive Savings Plan
EIN 25-1435979 Plan No. 001
Line 27b--Schedule of Loans
December 31, 1998
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Zip Original Received Amount Unpaid Interest
Name City State Code Amount in 1998 Overdue Balance Rate Loan Date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BETTY J FAULKNER PITTSBURGH PA 15241 $10,000.00 $1,557.56 $1,047.20 $8,569.72 8.50% 21-Apr-98
VIENNA L MARSHALL CARNEY'S POINT NJ 08069 1,100.00 89.18 112.00 1,024.96 8.50 31-Mar-98
RICHARD J ECKHARDT COLLINGSWOOD NJ 08108 43,200.00 2,030.35 3,654.63 37,080.75 8.25 31-Mar-97
MARY KAY STRING BROWNS MILLS NJ 08015 1,800.00 260.90 234.81 1,226.47 8.25 31-Mar-97
MICHAEL J BATTAGLIA WEST CHESTER PA 19382 21,100.00 3,607.31 1,437.96 4,363.87 8.50 31-Mar-95
TAMMY L MORGAN PITTSBURGH PA 15207 3,200.00 2,130.37 664.37 658.11 8.50 30-Sep-97
MICHAEL C ROBINSON PITTSBURGH PA 15206 4,300.00 40.66 365.94 4,273.40 8.50 31-Dec-97
TERRI BETH EASTWOOD MT PLEASANT PA 15666 2,000.00 78.77 173.94 1,530.17 8.25 31-Mar-97
SANDRA E BAGWELL PHILADELPHIA PA 19121 1,800.00 - 153.18 1,286.81 8.50 31-Mar-96
REGINA MCHALE SECANE PA 19018 2,800.00 61.48 157.92 2,055.18 8.25 30-Jun-96
GRACE V GALASCHEWSKI PHILADELPHIA PA 19123 20,000.00 2,080.10 1,701.90 18,101.19 8.50 30-Sep-97
SHIRLYN D SWANN PHILADELPHIA PA 19150 5,000.00 632.81 344.04 1,920.65 9.00 30-Sep-95
BETTINA G MOULDEN PITTSBURGH PA 15205 3,000.00 489.34 376.08 1,614.71 8.25 31-Mar-97
MARVIN BAXTER WILMINGTON DE 19805 4,000.00 - 338.40 3,379.84 8.25 31-Dec-96
LESLIE A SHAFFER WAYNE NJ 07470 4,900.00 570.24 641.52 4,452.83 8.50 31-Dec-97
PAULETTE B WILLIAMS CINCINNATI OH 45223 4,000.00 426.92 226.92 2,801.46 8.50 31-Mar-96
JEAN M LEE CINCINNATI OH 45214 3,400.00 - 1.54 1.54 7.25 30-Sep-94
LESLIE G PATTERSON PITTSBURGH PA 15221 2,000.00 607.04 250.74 819.59 8.25 31-Mar-97
BARBARA L TERRY LOUISVILLE KY 40219 5,200.00 114.18 293.28 3,816.72 8.25 30-Jun-96
ANN LOUISE EMBRY LOUISVILLE KY 40212 5,500.00 462.25 373.08 3,992.25 8.25 31-Dec-96
CLENON GREEN,JR LOUISVILLE KY 40210 25,000.00 3,237.39 1,880.00 16,396.93 8.25 30-Jun-96
CHRISTINA E MILLER PORT CLINTON OH 43452 1,500.00 62.84 282.78 1,446.88 8.50 31-Dec-97
</TABLE>
-21-
<PAGE> 22
PNC Bank Corp.
Incentive Savings Plan
EIN 25-1435979 Plan 001
Line 27d--Schedule of Reportable Transactions
Year ended December 31, 1998
<TABLE>
<CAPTION>
FAIR VALUE
COST OF ASSETS ON NET
PURCHASE SELLING OF TRANSACTION GAIN
DESCRIPTION OF ASSETS PRICE PRICE ASSETS DATE (LOSS)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Category (i)--Single Transaction
- --------------------------------
BlackRock Core Bond Portfolio #7 Institutional Class
----------------------------------------------------
5,795,681 shares $57,435,196 $57,435,196 $57,435,196
BlackRock Money Market Portfolio #1
-----------------------------------
68,435,396 shares $68,435,396 68,435,396 68,435,396
Category (iii)--Series of securities transactions
- -------------------------------------------------
BlackRock Money Market Portfolio #1
-----------------------------------
99,528,297 shares 99,528,297 99,528,297 99,528,297
184,291,581 shares 184,291,581 184,291,581 184,291,581
BlackRock Fund #7 Institutional Class
-------------------------------------
6,059,152 shares 60,043,343 60,043,343 60,043,343
11,451 shares -- 113,596 113,253 113,596 $ 343
PNC Bank Corp. Common Stock
---------------------------
530,759 shares 28,607,634 28,607,634 28,607,634
560,964 shares 30,775,222 14,496,622 30,775,222 16,278,600
</TABLE>
There were no category (ii) or (iv) reportable transactions during 1998.
22
<PAGE> 23
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: June 29, 1999
<PAGE> 24
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Method of Filing +
- ------------ -------------------------------------------------------------------- --------------------------------------------
<S> <C> <C>
3.1 Articles of Incorporation of the Corporation, as amended. Incorporated herein by reference to
Exhibit 3.1 of the Annual Report on Form 10-K
for the year ended December 31, 1998 ("1998
Form 10-K").
3.2 By-Laws of the Corporation, as amended. Incorporated herein by reference to
Exhibit 99.2 of the Current Report on
Form 8-K dated January 19, 1999.
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 Incorporated herein as part of Exhibit 3.1.
Stock -- Series A.
4.3 Designation of Series: $1.80 Cumulative Convertible Preferred Incorporated herein as part of Exhibit 3.1.
Stock -- Series B.
4.4 Designation of Series: $1.60 Cumulative Convertible Preferred Incorporated herein as part of Exhibit 3.1.
Stock -- Series C.
4.5 Designation of Series: $1.80 Cumulative Convertible Preferred Incorporated herein as part of Exhibit 3.1.
Stock -- Series D.
4.6 Designation of Series: Fixed/Adjustable Rate Noncumulative Incorporated herein as part of Exhibit 3.1.
Preferred Stock - Series F.
10.1 Supplemental Executive Retirement Income and Disability Plan of Incorporated herein by reference to Exhibit 10.2
the Corporation. 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 Incorporated herein by reference to Exhibit 10.2
Disability Plan. of the Annual Report on Form 10-K for the year
ended December 31, 1996 ("1996 Form 10-K). *
10.3 Amendment to Supplemental Executive Retirement Income and Incorporated herein by reference to Exhibit 10.3
Disability Plan. of the 1998 Form 10-K. *
10.4 Supplemental Executive Life Insurance and Spouse's Benefit Plan of Incorporated herein by reference to Exhibit 10.3
the Corporation. of the 1990 Form 10-K. *
10.5 November 21, 1996 Amendment to Supplemental Executive Life Incorporated herein by reference to Exhibit 10.4
Insurance and Spouse's Benefit Plan. of the 1996 Form 10-K. *
10.6 1997 Long-Term Incentive Award Plan of the Corporation ("1997 Incorporated herein by reference to Exhibit 4.3
Award Plan"). of the Corporation's Post-Effective Amendment
No. 1 to Registration Statement on Form S-8 at
File No. 33-54960. *
10.7 Form of Nonstatutory Stock Option Agreement under 1997 Award Plan. Filed as Exhibit 10.6 to the 1997 Form 10-K. *
10.8 Form of Nonstatutory Stock Option Agreement under 1997 Award Incorporated herein by reference to Exhibit 10.8
Plan for options granted on or after February 17,1999. of the 1998 Form 10-K.*
10.9 Form of Incentive Share Agreement under 1992 Award Plan (June Incorporated herein by reference to Exhibit 10.7
1995), as amended November 21, 1996. of the 1996 Form 10-K. *
10.10 Form of Addendum to Nonstatutory Stock Option Agreement relating Filed as Exhibit 10.8 to the 1997 Form 10-K. *
to Reload Nonstatutory Stock Options.
10.11 Form of Reload Nonstatutory Stock Option Agreement. Filed as Exhibit 10.9 to the 1997 Form 10-K. *
10.12 Form of Incentive Share Agreement - Share Price, RSR and ROCE Filed as Exhibit 10.10 to the 1997 Form 10-K. *
Performance Goals.
</TABLE>
<PAGE> 25
<TABLE>
<CAPTION>
Exhibit No. Description Method of Filing +
- ------------ -------------------------------------------------------------------- --------------------------------------------
<S> <C> <C>
10.13 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"). *
10.14 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"). *
10.15 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. *
10.16 Amendment to PNC Bank Corp. and Affiliates Deferred Compensation Incorporated herein by reference to Exhibit 10.16
Plan to the 1998 Form 10-K.*
10.17 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. *
10.18 PNC Bank Corp. Supplemental Pension Plan, as amended. Incorporated herein by reference to Exhibit 10.12
of the 1996 Form 10-K. *
10.19 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. *
10.20 PNC Bank Corp. Directors Retirement Plan. Incorporated by reference to Exhibit 10.7
of the 1994 Form 10-K. *
10.21 PNC Bank Corp. Directors Deferred Compensation Plan. Incorporated by reference to Exhibit 10.1
of the 3Q 1996 Form 10-Q. *
10.22 Form of Change in Control Severance Agreement. Incorporated herein by reference to
Exhibit 10.17 of the 1996 Form 10-K. *
10.23 Amended and Restated Trust Agreement between the Corporation, Incorporated herein by reference to Exhibit
as Settlor, and NationsBank, N.A., as Trustee (who has been 10.18 of the 1996 Form 10-K. *
replaced by Hershey Trust Company, as successor Trustee).
12.1 Computation of Ratio of Earnings to Fixed Charges. Filed as Exhibit 12.1 to the 1998 Form 10-K.
12.2 Computation of Ratio of Earnings to Combined Fixed Charges and Filed as Exhibit 12.2 to the 1998 Form 10-K.
Preferred Dividends.
13 Excerpts from the Annual Report to Shareholders for the year ended Filed as Exhibit 13 to the 1998 Form 10-K.
December 31, 1998. 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 1998 Form 10-K.
23.1 Consent of Ernst & Young LLP, independent auditors for the Filed as Exhibit 23 to the 1998 Form 10-K.
Corporation.
23.2 Consent of Ernst & Young LLP, independent auditors for the PNC Filed herewith.
Plan.
24 Power of Attorney of directors and officers of the Corporation. Filed as Exhibit 24 to the 1998 Form 10-K.
27 Financial Data Schedule. Filed as Exhibit 27 to the 1998 Form 10-K.
</TABLE>
- --------------------------------------------
+ Except where otherwise expressly noted, incorporated document references are
to Commission File No. 1-9718.
* Denotes management contract or compensatory plan.
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-25140) pertaining to the PNC Bank Corp. Incentive Savings Plan and in
the related Prospectus of our report dated June 4, 1999, with respect to the
financial statements and schedules of the PNC Bank Corp. Incentive Savings Plan,
all of which are included in this Annual Report on Form 10-K/A (Amendment No. 1)
for the year ended December 31, 1998.
/s/ ERNST & YOUNG LLP
June 29, 1999
Pittsburgh, Pennsylvania
