<PAGE> 1
As filed with the Securities and Exchange Commission on October 5, 1999
Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
PNC BANK CORP. PNC FUNDING CORP
(Exact name of registrants as specified in their charters)
<TABLE>
<S> <C>
PENNSYLVANIA PENNSYLVANIA
(State or other jurisdiction of incorporation or (State or other jurisdiction of incorporation or
organization) organization)
25-1435979 25-1234372
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
249 FIFTH AVENUE 1600 MARKET STREET
PITTSBURGH, PENNSYLVANIA 15222 PHILADELPHIA, PENNSYLVANIA 19101
(412) 762-1553 (215) 585-5000
(Address, including zip code, and telephone number, Address, including zip code, and telephone number,
including area code, of registrant's principal including area code, of registrant's principal executive
executive offices) offices)
</TABLE>
------------------------
ROBERT L. HAUNSCHILD
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
PNC BANK CORP.
249 FIFTH AVENUE
PITTSBURGH, PA 15222
(412) 762-5770
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
STEVEN KAPLAN, ESQ.
ARNOLD & PORTER
555 TWELFTH STREET, N.W.
WASHINGTON, D.C. 20004
(202) 942-5998
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement, as the
Registrants may determine.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than Securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TO BE AGGREGATE PRICE AGGREGATE OFFERING
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Debt Securities -- to be issued by PNC Funding
Corp
- ------------------------------------------------
Common Stock -- to be issued by PNC Bank $1,500,000,000(3) 100% $1,500,000,000
Corp.(2)
- ------------------------------------------------
Preferred Stock -- to be issued by PNC Bank
Corp.
- ---------------------------------------------------------------------------------------------------------------
Guarantees -- constituting guarantees of the $1,500,000,000(3) (4) (4)
Debt Securities by PNC Bank Corp.
- ---------------------------------------------------------------------------------------------------------------
Depositary Shares -- to be issued by PNC Bank (5) (4) (4)
Corp.
- ---------------------------------------------------------------------------------------------------------------
Common Stock -- to be issued by PNC Bank Corp. (6) (4) (4)
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
<CAPTION>
- ------------------------------------------------ --------------------
- ------------------------------------------------ --------------------
AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTRATION FEE
- ------------------------------------------------ --------------------
<S> <C>
Debt Securities -- to be issued by PNC Funding
Corp
- ------------------------------------------------
Common Stock -- to be issued by PNC Bank $417,000
Corp.(2)
- ------------------------------------------------
Preferred Stock -- to be issued by PNC Bank
Corp.
- ----------------------------------------------------------------------
Guarantees -- constituting guarantees of the None
Debt Securities by PNC Bank Corp.
- ----------------------------------------------------------------------
Depositary Shares -- to be issued by PNC Bank None
Corp.
- ----------------------------------------------------------------------
Common Stock -- to be issued by PNC Bank Corp. None
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
</TABLE>
(1) This amount is estimated solely for the purpose of calculating the
registration fee. The proposed maximum offering price per unit will be
determined from time to time in connection with the issuance of securities
registered hereunder.
(2) The aggregate amount of common stock registered hereunder will be limited to
that which is permissible under Rule 415(a)(4) under the Securities Act of
1933.
(3) There is being registered hereunder such debt securities and such number of
shares of common stock and preferred stock as will result in aggregate
proceeds of $1,500,000,000; or, if any debt securities are issued at an
original issue discount, such greater amount as shall result in net proceeds
of $1,500,000,000 to PNC Funding Corp.
(4) No separate consideration will be received.
(5) There are being registered hereunder such indeterminate number of depositary
shares to be evidenced by depositary receipts issued pursuant to a deposit
agreement. In the event that the Registrant elects to offer to the public
fractional interests of the preferred stock registered hereunder, depositary
receipts will be distributed to those persons purchasing such fractional
interests and the underlying preferred stock will be issued to the
depositary under the deposit agreement.
(6) There are also being registered hereunder shares of common stock, the number
of which has not been determined, issuable upon conversion of the preferred
stock registered hereunder, to the extent any of such preferred stock is by
its terms convertible into common stock.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
<PAGE> 2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PROSPECTUS
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED OCTOBER 5, 1999
[PNC BANK LOGO]
$1,500,000,000
PNC BANK CORP.
COMMON STOCK, PREFERRED STOCK, GUARANTEES AND DEPOSITARY SHARES
PNC FUNDING CORP
DEBT SECURITIES
------------------------
We may offer, in one or more offerings, debt securities, common stock,
preferred stock, guarantees and depositary shares having an aggregate initial
public offering price of up to $1,500,000,000. We may also issue common stock
upon the conversion, exchange or exercise of any of the securities listed above.
When we decide to sell a particular series of securities, we will prepare a
prospectus supplement describing those securities and our plan of distribution.
You should read this prospectus and any applicable prospectus supplement
carefully before you invest.
The common stock of PNC Bank Corp. is listed on the New York Stock Exchange
under the symbol "PNC".
These securities are not savings or deposit accounts or other obligations
of any bank, and they are not insured by the Federal Deposit Insurance
Corporation or any other insurer or governmental agency.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined whether
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is , 1999.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
About This Prospectus....................................... 3
Where You Can Find More Information......................... 3
Incorporation Of Certain Documents By Reference............. 4
PNC Bank Corp............................................... 4
PNC Funding Corp............................................ 5
Use Of Proceeds............................................. 5
Consolidated Ratio Of Earnings To Fixed Charges............. 5
Consolidated Ratio Of Earnings To Combined Fixed Charges And
Preferred Stock Dividends................................. 6
Description Of Debt Securities And Guarantees............... 6
Description Of Common Stock................................. 20
Description Of Preferred Stock.............................. 21
Description Of Depositary Shares............................ 25
Plan Of Distribution........................................ 27
Legal Opinions.............................................. 28
Experts..................................................... 28
</TABLE>
2
<PAGE> 4
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission using a "shelf" registration process. Under
this shelf process, we may from time to time sell any combination of the
securities described in this prospectus in one or more offerings up to a total
dollar amount of $1,500,000,000. We may sell these securities either separately
or in units. We also may issue common stock upon the conversion, exchange or
exercise of any of the securities described in this prospectus.
This prospectus provides you with a general description of the securities
we may offer. Each time we sell securities, we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read both this prospectus and any
prospectus supplement together with the additional information described below
under the heading "Where You Can Find More Information."
The registration statement that contains this prospectus, including the
exhibits to the registration statement and the information incorporated by
reference, contains additional information about the securities offered under
this prospectus. That registration statement can be read at the Securities and
Exchange Commission, or SEC, web site or at the SEC offices mentioned below
under the heading "Where You Can Find More Information."
You should rely only on the information provided in this prospectus and in
any prospectus supplement, including the information incorporated by reference.
We have not authorized anyone to provide you with different information. You
should not assume that the information in this prospectus, or any supplement to
this prospectus, is accurate at any date other than the date indicated on the
cover page of these documents.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement under the Securities
Act of 1933, as amended, that registers the distribution of the securities
offered under this prospectus. The registration statement, including the
attached exhibits and schedules and the information incorporated by reference,
contains additional relevant information about us and the securities. For
example, the indenture relating to our debt securities is attached to the
registration statement as an exhibit. The rules and regulations of the SEC allow
us to omit from this prospectus certain information included in the registration
statement.
In addition, we file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy this
information and the registration statement at the following locations of the
SEC:
- Public Reference Room, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20459;
- Chicago Regional Office, Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661; and
- New York Regional Office, Seven World Trade Center, 13th Floor, New
York, New York 10048.
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20459, at prescribed rates. You may obtain information on the operation of
the public reference room by calling the SEC at 1-800-SEC-0330.
In addition, the SEC maintains an Internet World Wide Web site that
contains reports, proxy statements and other information about issuers of
securities, like us, who file such material electronically with the SEC. The
address of that web site is http://www.sec.gov. You also can inspect such
reports, proxy statements and other information about us at the offices of the
New York Stock Exchange, 20 Broad Street, New York, New York 10005. Our common
stock and certain series of our preferred stock are listed on the New York Stock
Exchange.
3
<PAGE> 5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This prospectus incorporates by reference the documents listed below that
we previously have filed with the SEC. These documents contain important
information about us.
- PNC Bank Corp.'s Annual Report on Form 10-K for the year ended
December 31, 1998, as amended by Form 10-K/A (Amendment No. 1) filed
on June 29, 1999;
- PNC Bank Corp.'s Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1999 and June 30, 1999;
- PNC Bank Corp.'s Current Reports on Form 8-K that were filed on
January 5, 1999, January 19, 1999, February 19, 1999, April 2, 1999,
April 28, 1999, July 21, 1999, July 26, 1999 and September 2, 1999;
and
- The description of PNC Bank Corp.'s common stock and certain series of
preferred stock contained in the Form 8-A that was filed on September
24, 1987.
We "incorporate by reference" any additional documents that we may file
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, between the date of this prospectus and the termination
of the offering of the securities. This means that we can disclose important
information to you by referring to those documents. These documents may include
periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K, as well as Proxy Statements. Any documents
that we subsequently file with the SEC will automatically update and replace the
information previously filed with the SEC. Thus, for example, in the case of a
conflict or inconsistency between information set forth in this prospectus and
information incorporated by reference into this prospectus, you should rely on
the information contained in the document that was filed later.
You can obtain a copy of any or all of the documents incorporated by
reference in this prospectus (other than an exhibit to a documents unless that
exhibit is specifically incorporated by reference into that document) from the
SEC on its web site at http://www.sec.gov. You also can obtain these documents
from us without charge by visiting our web site at http://www.pncbank.com or by
requesting them in writing, by email or by telephone at the following address:
Lynn F. Evans
Financial Reporting
PNC Bank Corp.
One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707
(412) 762-1553
[email protected]
PNC BANK CORP.
In this prospectus, we use "PNC" to refer to PNC Bank Corp. specifically
or, if the context requires, to PNC Bank Corp. together with its subsidiaries;
"PNC Funding" to refer to PNC Funding Corp specifically; and "we" or "us" to
refer collectively to PNC and PNC Funding.
PNC is a bank holding company organized under Pennsylvania law. PNC was
incorporated in 1983 with the consolidation of Pittsburgh National Corporation
and Provident National Corporation. Since 1983, PNC has diversified its
geographic presence and product capabilities through strategic bank and nonbank
acquisitions and the formation of various nonbanking subsidiaries.
PNC is one of the largest diversified financial services companies in the
United States and operates seven major businesses engaged in retail banking,
asset management and wholesale banking activities:
4
<PAGE> 6
PNC Regional Bank, PNC Advisors, BlackRock, PFPC Worldwide, PNC Institutional
Bank, PNC Secured Finance and PNC Mortgage.
PNC tailors its financial products and services to specific customer
segments and offers them both nationally and in its primary geographic markets
in Pennsylvania, New Jersey, Delaware, Ohio, and Kentucky. At June 30, 1999, PNC
had consolidated assets, deposits, and shareholders' equity of $75.6 billion,
$47.7 billion, and $5.8 billion, respectively.
PNC's corporate structure currently consists of four subsidiary banking and
savings institutions and over 100 active nonbank subsidiaries. PNC Bank,
National Association, headquartered in Pittsburgh, Pennsylvania ("PNC Bank"), is
our principal bank subsidiary. At June 30, 1999, PNC Bank had total consolidated
assets of $69.0 billion, representing approximately 91% of our consolidated
assets.
PNC's principal executive offices are located at:
One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2702
(412) 762-1553
PNC FUNDING CORP
PNC Funding is a wholly owned indirect subsidiary of PNC. PNC Funding was
incorporated under Pennsylvania law in 1972 and is engaged in financing the
activities of PNC and its subsidiaries through the issuance of commercial paper
and other debt guaranteed by PNC.
PNC Funding's principal executive offices are located at:
1600 Market Street
Philadelphia, Pennsylvania 19101
(215) 585-5000
USE OF PROCEEDS
Unless otherwise provided in the applicable prospectus supplement, we will
apply the net proceeds from the sale of the securities for general corporate
purposes, including:
- advances to PNC (in the case of PNC Funding) and subsidiaries of PNC
(including its bank subsidiaries),
- financing of possible future acquisitions,
- repayment of outstanding indebtedness, and
- repurchases of issued and outstanding shares of common stock under
authorized programs of PNC.
The amount and timing of advances will depend on future growth and
financing requirements of PNC and its subsidiaries. Pending ultimate
application, the net proceeds may be used to make short-term investments or
reduce borrowed funds. In view of anticipated funding requirements, we may from
time to time engage in additional financings of a character and in amounts to be
determined.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
The following unaudited table presents our consolidated ratio of earnings
to fixed charges. The consolidated ratio of earnings to fixed charges was
computed by dividing income before income taxes and cumulative effect of changes
in accounting principles and fixed charges by fixed charges. Fixed charges
represent all interest expense (ratios are presented both excluding and
including interest on deposits), the
5
<PAGE> 7
portion of net rental expense that is deemed to be equivalent to interest on
debt, borrowed funds discount amortization expense and distributions on trust
preferred capital securities. Interest expense (other than on deposits) includes
interest on bank notes and senior debt, federal funds purchased, repurchase
agreements, other borrowed funds and subordinated debt. Because PNC Funding is a
provider of funds to PNC and its subsidiaries, fixed charges ratios are
presented on a consolidated basis.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
SIX MONTHS ENDED --------------------------------
JUNE 30, 1999 1998 1997 1996 1995 1994
---------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Excluding interest on deposits................ 2.61x 2.25x 2.38x 2.39x 1.42x 2.10x
Including interest on deposits................ 1.75 1.60 1.62 1.60 1.21 1.53
</TABLE>
CONSOLIDATED RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
The following unaudited table presents our consolidated ratio of earnings
to combined fixed charges and preferred stock dividends. The consolidated ratio
of earnings to combined fixed charges and preferred stock dividends was computed
by dividing income before income taxes, cumulative effect of changes in
accounting principles and fixed charges by fixed charges and preferred stock
dividends. Fixed charges represent all interest expense (ratios are presented
both excluding and including interest on deposits), the portion of net rental
expense that is deemed to be equivalent to interest on debt, borrowed funds
discount amortization expense and distributions on trust preferred capital
securities. Interest expense (other than on deposits) includes interest on bank
notes and senior debt, federal funds purchased, repurchase agreements, other
borrowed funds and subordinated debt.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
SIX MONTHS ENDED --------------------------------
JUNE 30, 1999 1998 1997 1996 1995 1994
---------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Excluding interest on deposits................ 2.57x 2.23x 2.35x 2.38x 1.42x 2.09x
Including interest on deposits................ 1.74 1.60 1.61 1.60 1.21 1.53
</TABLE>
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES
This section describes the general terms and provisions of the debt
securities that PNC Funding may offer, and the guarantees of such debt
securities by PNC. The debt securities may be either senior debt securities or
subordinated debt securities. The prospectus supplement will describe the
specific terms of the debt securities and guarantees offered through that
prospectus supplement and any general terms outlined in this section that will
not apply to those debt securities and guarantees.
The debt securities will be issued under an indenture, dated as of December
1, 1991, as amended by a supplemental indenture dated as of February 15, 1993
(as amended, the "indenture"), a copy of which has been filed with the SEC. The
Chase Manhattan Bank, formerly known as Chemical Bank and as successor by merger
to Manufacturers Hanover Trust Company, is the trustee under the indenture,
unless a different trustee for a series of debt securities is named in the
prospectus supplement. For each series of debt securities, a supplemental
indenture may be entered into among PNC Funding, PNC and The Chase Manhattan
Bank or such other trustee as may be named in the prospectus supplement relating
to that series of debt securities.
We have summarized the material terms and provisions of the indenture in
this section. We encourage you to read the indenture for additional information
before you buy any debt securities. The summary that follows includes references
to section numbers of the indenture so that you can more easily locate these
provisions.
DEBT SECURITIES IN GENERAL
The debt securities will be unsecured obligations of PNC Funding.
6
<PAGE> 8
The indenture does not limit the amount of debt securities that we may
issue from time to time in one or more series.
We will specify in the prospectus supplement relating to a particular
series of debt securities being offered the terms relating to the offering. The
terms may include:
- the title and type of the debt securities;
- the aggregate principal amount of the debt securities;
- the purchase price of the debt securities;
- the date or dates on which debt securities may be issued;
- the date or dates on which the principal of and premium on the debt
securities will be payable;
- if the debt securities will be interest bearing:
- the interest rate on the debt securities or the method by which the
interest rate may be determined;
- the date from which interest will accrue;
- the record and interest payment dates for the debt securities;
- the first interest payment date; and
- any circumstances under which we may defer interest payments;
- the place or places where the principal of, and premium and interest
on, the debt securities will be payable;
- any optional redemption provisions that would permit us or the holders
of debt securities to elect redemption of the debt securities before
their final maturity;
- any sinking fund provisions that would obligate us to redeem the debt
securities before their final maturity;
- the portion of the principal amount of the debt securities that will
be payable upon an acceleration of the maturity of the debt
securities;
- whether payment of the principal of, premium, and interest on, the
debt securities will be with or without deduction for taxes,
assessments or governmental charges, and with or without reimbursement
of taxes, assessments or governmental charges paid by holders;
- any events of default which will apply to the debt securities that
differ from those contained in the indenture;
- whether the debt securities will be issued in registered form or in
bearer form, or in both registered form and bearer form;
- the currency or currencies in which the debt securities will be
denominated, payable, redeemable or repurchaseable;
- whether the debt securities of such series will be issued as a global
security and, if so, the identity of the depositary for such series;
- any trustees, paying agents, transfer agents or registrars for the
debt securities;
- any special federal income tax considerations applicable to the debt
securities; and
- any other terms of such debt securities.
We intend for any subordinated debt securities offered to be included as
regulatory capital under Federal Reserve Board interpretations. As a result,
these debt securities will contain subordination and
7
<PAGE> 9
acceleration provisions different from, and covenants more limited than in,
certain prior issuances of PNC Funding's subordinated debt securities.
If any of the debt securities are sold for, or if the principal of or any
interest on any series of debt securities is payable in, foreign currencies or
foreign currency units, the relevant restrictions, elections, tax consequences,
specific terms and other information will be set forth in the applicable
prospectus supplement.
Although the indenture provides that we may issue debt securities in
registered form, with or without coupons, or in bearer form, each series of debt
securities will be issued in fully registered form unless the prospectus
supplement provides otherwise. Debt securities that are not registered as to
interest will have coupons attached, unless issued as original issue discount
securities.
The principal of, and premium and interest on, fully registered securities
will be payable at the place of payment designated for such securities and
stated in the prospectus supplement. PNC Funding also has the right to make
interest payments by check mailed to the holder at its registered address. The
principal of, and premium, if any, and interest on any debt securities in other
forms will be payable in the manner and at the place or places as may be
designated by PNC Funding and specified in the applicable prospectus supplement.
(Sections 3.01 and 5.01)
You may exchange or transfer the debt securities at the corporate trust
office of the trustee for the applicable series of debt securities or at any
other office or agency maintained by us for those purposes. You may transfer
bearer debt securities by delivery. We will not require payment of a service
charge for any transfer or exchange of the debt securities, but PNC Funding may
require payment of a sum sufficient to cover any applicable tax or other
governmental charge. (Section 3.05).
Unless the prospectus supplement provides otherwise, each series of the
debt securities will be issued only in denominations of $1,000 or any integral
multiple thereof and payable in dollars. (Section 3.02). Under the indenture,
however, debt securities may be issued in any denomination and payable in a
foreign currency or currency unit. (Section 3.01).
We may issue debt securities with "original issue discount." Original issue
discount debt securities bear no interest or bear interest at below-market rates
and will be sold below their stated principal amount. The prospectus supplement
will describe any special federal income tax consequences and other special
considerations applicable to any securities issued with original issue discount.
SENIOR DEBT SECURITIES
The senior debt securities will rank equally with all senior indebtedness
of PNC Funding. At August 31, 1999, the outstanding senior indebtedness of PNC
Funding was approximately $918.5 million.
"Senior indebtedness of PNC Funding" means the principal of, and premium
and interest on, (i) all "indebtedness for money borrowed" of PNC Funding
whether outstanding on the date of execution of the indenture or thereafter
created, assumed or incurred, and (ii) any deferrals, renewals or extensions of
any such indebtedness. The following indebtedness of PNC Funding, however, is
not considered to be senior indebtedness of PNC Funding:
- 9 7/8% Subordinated Notes Due 2001,
- 6 7/8% Subordinated Notes Due 2003,
- 6 1/8% Subordinated Notes Due 2003,
- 7 3/4% Subordinated Notes Due 2004,
- 6 7/8% Subordinated Notes Due 2007,
- 6 1/2% Subordinated Notes Due 2008, and
- 6 1/8% Subordinated Notes Due 2009.
8
<PAGE> 10
The term "indebtedness for money borrowed" means:
- any obligation of, or any obligation guaranteed by, PNC Funding for
the repayment of money borrowed, whether or not evidenced by bonds,
debentures, notes or other written instruments,
- any capitalized lease obligation, and
- any deferred obligation for payment of the purchase price of any
property or assets. (Section 1.01).
Senior indebtedness of PNC Funding includes any borrowings under the $500
million credit facility under an Amended and Restated Credit Agreement dated as
of March 18, 1996, as amended, (the "$500 Million Credit Facility"), and
outstanding commercial paper issued by PNC Funding. No amounts are currently
outstanding under the $500 Million Credit Facility. There is no limitation on
the issuance of additional senior indebtedness of PNC Funding.
SUBORDINATED DEBT SECURITIES
The subordinated debt securities will be subordinated in right of payment
to all senior indebtedness of PNC Funding. (Section 12.01). In certain events of
insolvency of PNC Funding, the subordinated debt securities will also be
effectively subordinated in right of payment to all "other company obligations"
and will be subject to an obligation of PNC Funding to pay any "excess proceeds"
(as defined in the indenture) to creditors in respect of any unpaid other
company obligations. (Section 12.13).
"Other company obligations" means obligations of PNC Funding associated
with derivative products such as interest rate and currency exchange contracts,
foreign exchange contracts, commodity contracts, or any similar arrangements,
unless the instrument by which PNC Funding incurred, assumed or guaranteed the
obligation expressly provides that it is subordinate or junior in right of
payment to any other indebtedness or obligations of PNC Funding. (Section 1.01).
At August 31, 1999, there were no other company obligations of PNC Funding.
Upon the liquidation, dissolution, winding up, or reorganization of PNC
Funding, PNC Funding must pay to the holders of all senior indebtedness of PNC
Funding the full amounts of principal of, and premium and interest on, that
senior indebtedness before any payment is made on the subordinated debt
securities. If, after PNC Funding has made those payments on the senior
indebtedness
- (i) there are amounts available for payment on the subordinated debt
securities (as defined in the indenture, "excess proceeds"), and (ii)
at such time, any creditors in respect of "other company obligations"
have not received their full payments, then
- PNC Funding shall first use such excess proceeds to pay in full all
such other company obligations before PNC Funding makes any payment in
respect of the subordinated debt securities. (Section 12.02).
In addition, PNC Funding may not make any payment on the subordinated debt
securities in the event
- PNC Funding has failed to make full payment of the principal of, or
premium, if any, or interest on any senior indebtedness of PNC
Funding; or
- any event of default with respect to any senior indebtedness of PNC
Funding has occurred and is continuing, or would occur as a result of
such payment on the subordinated debt securities.
Because of the subordination provisions and the obligation to pay excess
proceeds, in the event of insolvency, holders of the subordinated debt
securities may recover less, ratably, than holders of senior indebtedness of PNC
Funding and other company obligations, and holders of existing company
subordinated indebtedness and other creditors of PNC Funding. (Sections 12.01,
12.02, 12.03, and 12.13).
PNC Funding's obligations under the subordinated debt securities will rank
equally in right of payment with each other and with the "existing company
subordinated indebtedness" (as defined in the
9
<PAGE> 11
indenture), subject to the obligations of the holders of subordinated debt
securities to pay over any excess proceeds to creditors in respect of other
company obligations as provided in the indenture. (Section 12.13).
As defined in the indenture, the existing company subordinated indebtedness
currently consists of PNC Funding's 9 7/8% Subordinated Notes Due 2001. (Section
1.01). At August 31, 1999, the outstanding existing company subordinated
indebtedness of PNC Funding was approximately $100 million.
GUARANTEES IN GENERAL
PNC will unconditionally guarantee the due and punctual payment of the
principal of, premium, if any, and interest on the debt securities when and as
the same shall become due and payable, whether at maturity, upon redemption or
otherwise. (Section 3.12).
PNC is a holding company that conducts substantially all its operations
through subsidiaries. As a result, claims of the holders of the guarantees will
generally have a junior position to claims of creditors of PNC's subsidiaries
(including in the case of any bank subsidiary, its depositors), except to the
extent that PNC may itself be a creditor with recognized claims against the
subsidiary. In addition, there are certain regulatory and other limitations on
the payment of dividends and on loans and other transfers of funds to PNC by its
bank subsidiaries.
GUARANTEES OF SENIOR DEBT SECURITIES
The guarantees of senior debt securities will rank equally with all senior
indebtedness of PNC (defined in the indenture as "senior guarantor
indebtedness"). At August 31, 1999, the outstanding senior indebtedness of PNC
was approximately $1,218.5 million, which is inclusive of the guarantee of
senior indebtedness of PNC Funding.
"Senior indebtedness of PNC" means the principal of, and premium, if any,
and interest on, (i) all "indebtedness for money borrowed" of PNC, whether
outstanding on the date of execution of the indenture or thereafter created,
assumed or incurred, and (ii) any deferrals, renewals or extensions of any such
indebtedness of PNC. (Section 1.01). However, the following indebtedness of PNC
is not considered to be senior indebtedness of PNC:
- PNC's 8 1/4% Convertible Subordinated Debentures Due 2008, and
- PNC's guarantee of the following indebtedness of PNC Funding:
- 9 7/8% Subordinated Notes Due 2001,
- 6 7/8% Subordinated Notes Due 2003,
- 6 1/8% Subordinated Notes Due 2003,
- 7 3/4%, Subordinated Notes Due 2004,
- 6 7/8% Subordinated Notes Due 2007,
- 6 1/2% Subordinated Notes Due 2008, and
- 6 1/8% Subordinated Notes Due 2009.
The term "indebtedness for money borrowed" means
- any obligation of, or any obligation guaranteed by, PNC for the
repayment of money borrowed, whether or not evidenced by bonds,
debentures, notes or other written instruments,
- any capitalized lease obligation, and
- any deferred obligation for payment of the purchase price of any
property or assets.
10
<PAGE> 12
"Senior indebtedness of PNC" includes PNC's guarantee of the following
senior notes of PNC Funding:
- 5.43% Senior Notes Due 2000,
- 6.95% Notes Due 2002, and
- 7.00% Notes Due 2004
and the following joint and several obligations of PNC and PNC Bancorp, Inc.
assumed in connection with the merger of Midlantic Corporation with PNC Bancorp,
Inc. on December 31, 1995:
- 9.25% Senior Notes Due 1999,
- 9.875% Subordinated Capital Notes Due 1999, and
- 9.20% Subordinated Capital Notes Due 2001.
"Senior indebtedness of PNC" also includes PNC's guarantee of any
borrowings under the $500 Million Credit Facility and of any outstanding
commercial paper issued by PNC Funding. There is no limitation under the
indenture on the issuance of additional senior indebtedness of PNC.
GUARANTEES OF SUBORDINATED DEBT SECURITIES
The guarantees of the subordinated debt securities ("subordinated
guarantees") will be subordinated in right of payment to all senior indebtedness
of PNC. (Section 12.04). In certain events of insolvency of PNC, the
subordinated guarantees will also be effectively subordinated in right of
payment to all "other guarantor obligations" (as defined in the indenture).
(Section 12.05). "Other guarantor obligations" means obligations of PNC
associated with derivative products such as interest rate and currency exchange
contracts, foreign exchange contracts, commodity contracts or any similar
arrangements, unless the instrument by which PNC incurred, assumed or guaranteed
the obligation expressly provides that it is subordinate or junior in right of
payment to any other indebtedness or obligations of PNC. (Section 1.01) At
August 31, 1999, there were no other guarantor obligations of PNC.
Upon the liquidation, dissolution, winding up, or reorganization of PNC,
PNC must pay to the holders of all senior indebtedness of PNC the full amounts
of principal of, and premium and interest on, that senior indebtedness before
any payment is made on the subordinated debt securities. If, after PNC has made
those payments on the senior indebtedness
- (i) there are amounts available for payment on the subordinated debt
securities (as defined in the indenture, "excess proceeds"), and (ii)
at such time, any creditors in respect of "other company obligations"
have not received their full payments, then
- PNC shall first use such excess proceeds to pay in full all such other
company obligations before PNC makes any payment in respect of the
subordinated debt securities. (Section 12.02).
In addition, PNC may not make any payment on the subordinated debt
securities in the event
- PNC has failed to make full payment of the principal of, or premium,
if any, or interest on any senior indebtedness of PNC; or
- any event of default with respect to any senior indebtedness of PNC
has occurred and is continuing, or would occur as a result of such
payment on the subordinated debt securities.
Because of the subordination provisions and the obligation to pay excess
proceeds, in the event of insolvency, holders of subordinated guarantees of PNC
may recover less, ratably, than holders of senior indebtedness of PNC and other
guarantor obligations, and existing guarantor subordinated indebtedness (as
defined in the indenture) and other creditors of PNC. (Section 3.12, 12.04,
12.05, 12.06 and 12.14)
11
<PAGE> 13
As defined in the indenture, the "existing guarantor subordinated
indebtedness" currently consists of:
- PNC's guarantee of PNC Funding's 9 7/8% Subordinated Notes Due 2001,
and
- PNC's 8 1/4% Convertible Subordinated Debentures Due 2008.
At August 31, 1999, $100 million and $298,000, respectively, in principal
amounts of such subordinated notes and debentures were outstanding.
As provided in the indenture, in the event of insolvency of PNC, the
holders of the subordinated guarantees are subject to an obligation to pay any
excess proceeds to creditors in respect of any unpaid other guarantor
obligations (as defined in the indenture).
The subordinated guarantees will also rank equally in right of payment with
PNC's guarantee of the following subordinated notes of PNC Funding:
- 6 7/8% Subordinated Notes Due 2003,
- 6 1/8% Subordinated Notes Due 2003,
- 7 3/4% Subordinated Notes Due 2004,
- 6 7/8% Subordinated Notes Due 2007,
- 6 1/2% Subordinated Notes Due 2008, and
- 6 1/8% Subordinated Notes Due 2009.
As with holders of the subordinated guarantees, the holders of such
guarantees of the subordinated notes of PNC Funding are subject to an obligation
to pay any excess proceeds to creditors in respect of any unpaid other guarantor
obligations. Therefore, in the event of insolvency of PNC, holders of the
subordinated guarantees will recover the same, ratably, as holders of PNC's
guarantees of such subordinated notes of PNC Funding.
EFFECT OF SUBORDINATION PROVISIONS
By reason of the subordination provisions described above and as described
more fully in the applicable prospectus supplement, in the event of insolvency
of PNC Funding, holders of subordinated notes may recover less, ratably, than
holders of senior indebtedness of PNC Funding and "other company obligations."
Holders of subordinated notes may also recover less, ratably, than holders of
"existing company subordinated indebtedness" and other creditors of PNC Funding.
Similarly, holders of subordinated guarantees may recover less, ratably, than
holders of senior indebtedness of PNC and "other guarantor obligations," and may
also recover less, ratably, than holders of "existing guarantor subordinated
indebtedness" and other creditors of PNC.
CERTAIN COVENANTS
The indenture contains certain covenants that impose various restrictions
on us and, as a result, afford the holders of debt securities certain
protections. Although statements have been included in this prospectus as to the
general purpose and effect of the covenants, investors must review the full text
of the covenants to be able to evaluate meaningfully the covenants.
Restriction on Sale or Issuance of Voting Stock of a Principal Subsidiary Bank
The covenant described below is designed to ensure that, for so long as any
senior debt securities are issued and outstanding, PNC will continue directly or
indirectly to own and thus serve as the holding
12
<PAGE> 14
company for its "principal subsidiary banks." When we use the term "principal
subsidiary banks," we mean each of:
- PNC Bank,
- any other subsidiary bank the consolidated assets of which constitute
20% or more of the consolidated assets of PNC and its subsidiaries,
- any other subsidiary bank designated as a principal subsidiary bank by
the board of directors of PNC, or
- any subsidiary that owns any voting shares or certain rights to
acquire voting shares of any principal subsidiary bank, and their
respective successors, provided any such successor is a subsidiary
bank or a subsidiary, as appropriate.
As of the date hereof, our only principal subsidiary bank is PNC Bank.
The indenture prohibits PNC, unless debtholder consent is obtained from the
holders of senior debt securities, from:
- selling or otherwise disposing of, and permitting a principal
subsidiary bank to issue, voting shares or certain rights to acquire
voting shares of a principal subsidiary bank,
- permitting the merger or consolidation of a principal subsidiary bank
with or into any other corporation, or
- permitting the sale or other disposition of all or substantially all
the assets of any principal subsidiary bank, if after giving effect to
any one of such transactions and the issuance of the maximum number of
voting shares issuable upon the exercise of all such rights to acquire
voting shares of a principal subsidiary bank, PNC would own directly
or indirectly less than 80% of the voting shares of such principal
subsidiary bank. This restriction does not apply to:
-- transactions required by any law, or any regulation or order of
any governmental authority;
-- transactions required as a condition imposed by any governmental
authority to the acquisition by PNC, directly or indirectly, or
any other corporation or entity if thereafter,
- PNC would own at least 80% of the voting shares of the other
corporation or entity,
- the consolidated banking assets of PNC would be at least
equal to those prior thereto, and
- the board of directors of PNC shall have designated the other
corporation or entity a principal subsidiary bank;
-- transactions that do not reduce the percentage of voting shares
of such principal subsidiary bank owned directly or indirectly
by PNC; and
-- transactions where the proceeds are invested within 180 days
after such transaction in any one or more subsidiary banks.
The indenture, however, does permit the following:
- the merger of a principal subsidiary bank with and into a principal
subsidiary bank or PNC,
- the consolidation of principal subsidiary banks into a principal
subsidiary bank or PNC, or
- the sale or other disposition of all or substantially all of the
assets of any principal subsidiary bank to another principal
subsidiary bank or PNC,
if, in any such case in which the surviving, resulting or acquiring entity is
not PNC, PNC would own, directly or indirectly, at least 80% of the voting
shares of the principal subsidiary bank surviving such merger, resulting from
such consolidation or acquiring such assets. (Section 5.06).
13
<PAGE> 15
Ownership of PNC Funding
The indenture contains a covenant that, so long as any of the debt
securities are outstanding, PNC will continue to own, directly or indirectly,
all of the outstanding voting shares of PNC Funding. (Section 5.07).
Restriction on Liens
The purpose of the restriction on liens covenant is to preserve PNC's
direct or indirect interest in voting shares of principal subsidiary banks free
of security interests of other creditors. The covenant permits certain specified
liens and liens where the senior debt securities are equally secured. The
indenture prohibits PNC and its subsidiaries from creating or permitting any
liens (other than certain tax and judgment liens) upon voting shares of any
principal subsidiary bank to secure indebtedness for borrowed money unless the
senior debt securities are equally and ratably secured. Notwithstanding this
prohibition, PNC may create or permit the following:
- purchase money liens and liens on voting shares of any principal
subsidiary bank existing at the time such voting shares are acquired
or created within 120 days thereafter;
- the acquisition of any voting shares of any principal subsidiary bank
subject to liens at the time of acquisition or the assumption of
obligations secured by a lien on such voting shares;
- under certain circumstances, renewals, extensions or refunding of the
liens described in the two preceding bullets; and
- liens to secure loans or other extensions of credit under Section 23A
of the Federal Reserve Act or any successor or similar federal law or
regulation. (Section 5.08).
Consolidation or Merger
The covenant described below protects the holders of debt securities upon
certain transactions involving PNC Funding or PNC by requiring any successor to
PNC Funding or PNC to assume the predecessor's obligations under the indenture.
In addition, the covenant prohibits transactions that would result in an event
of default, a default or an event which could become an event of default or
default under the indenture. PNC Funding or PNC may consolidate with, merge
into, or transfer substantially all of its properties to, any other corporation
organized under the laws of any domestic jurisdiction, if:
- the successor corporation assumes all obligations of PNC Funding or
PNC, as the case may be, under the debt securities and the guarantees
and under the indenture;
- immediately after the transaction, no event of default or default, and
no event which, after notice or lapse of time, would become an event
of default or default, exists; and
- certain other conditions are met. (Sections 10.01 and 10.03).
The indenture does not limit our ability to enter into a highly leveraged
transaction or provide you with any special protection in the event of such a
transaction.
MODIFICATION AND WAIVER
We and the trustee may modify the indenture with the consent of the holders
of the majority in aggregate principal amount of outstanding debt securities of
each series affected thereby. However, the following modifications and
amendments will not be effective against any holder without its consent:
- change the stated maturity of any payment of principal or interest;
- reduce the principal amount of, or the premium, if any, or the
interest on such debt security;
- reduce the portion of the principal amount of an original issue
discount debt security, payable upon acceleration of the maturity of
that debt security;
14
<PAGE> 16
- change the place or places where, or the currency in which, any debt
security or any premium or interest is payable;
- impair the right of a holder to institute suit for the enforcement of
any payment on or with respect to any such debt security;
- reduce the percentage in principal amount of securities debt
securities necessary to modify the indenture or the percentage in
principal amount of outstanding debt securities necessary to waive
compliance with conditions and defaults under the indenture; or
- modify or affect the terms and conditions of the guarantees in any
manner adverse to a holder. (Section 9.02).
We and the trustee may modify and amend the indenture without the consent
of any holder of debt securities for any of the following purposes:
- to evidence the succession of another corporation to PNC Funding or
PNC;
- to provide for the acceptance of appointment of a successor trustee;
- to add to the covenants of PNC Funding or PNC for the benefit of the
holders of debt securities;
- to cure any ambiguity, defect or inconsistency in the indenture, if
such action does not adversely affect the holders of debt securities
in any material respect;
- to secure the debt securities under applicable provisions of the
indenture;
- to establish the form or terms of debt securities;
- to permit the payment in the United States of principal, premium or
interest on unregistered securities; or
- to provide for the issuance of uncertificated debt securities in place
of certificated debt securities. (Section 9.01).
In addition, the holders of a majority in principal amount of outstanding
debt securities of any series may, on behalf of all holders of that series,
waive compliance with certain covenants, including those described under the
captions above entitled "Restriction on Sale or Issuance of Voting Stock of a
Principal Subsidiary Bank," "Ownership of PNC Funding" and "Restriction on
Liens." (Section 5.09). No waiver by the holders of any series of subordinated
debt securities is required with respect to the covenant described under the
caption above entitled "Restriction on Sale or Issuance of Voting Stock of a
Principal Subsidiary Bank." (Section 5.10). Covenants concerning the payment of
principal, premium, if any, and interest on the debt securities, compliance with
the terms of the indenture, maintenance of an agency and certain monies held in
trust, may only be waived pursuant to a supplemental indenture executed with the
consent of each affected holder of debt securities. The covenant concerning
certain reports required by federal law may not be waived.
EVENTS OF DEFAULT, DEFAULTS, WAIVERS
The indenture defines an event of default with respect to any series of
senior debt securities as being any one of the following events and such other
event as may be established for the debt securities of a particular series:
- failure to pay interest on such series for 30 days after the payment
is due;
- failure to pay the principal of or premium, if any, on such series
when due;
- failure to deposit any sinking fund payment with respect to such
series when due;
15
<PAGE> 17
- failure to perform any other covenant or warranty in the indenture
that applies to such series for 90 days after we have received written
notice of the failure to perform in the manner specified in the
indenture;
- the occurrence of certain events relating to bankruptcy, insolvency or
reorganization of either of us or any principal subsidiary bank; or
- any other event of default specified in the supplemental indenture
under which such senior debt securities are issued. (Section 7.01(a)).
The indenture defines an event of default with respect to any series of
subordinated debt securities as certain events involving the bankruptcy or
reorganization of PNC or any principal subsidiary bank, or any other event of
default specified in the supplemental indenture under which such subordinated
debt securities are issued or in the form of securities for such series. There
is no right of acceleration in the case of events involving the bankruptcy,
insolvency or reorganization of PNC Funding or of a default in the payment of
principal, interest, premium, if any, or any sinking fund payment with respect
to a series of subordinated debt securities or in the case of a default in the
performance of any other covenant of PNC Funding or PNC in the indenture.
Accordingly, payment of principal of any series of subordinated debt may be
accelerated only in the case of the bankruptcy or reorganization of PNC or any
principal subsidiary bank.
The indenture defines a default with respect to any series of subordinated
debt securities as:
- any of the items listed in the first four bullets above as events of
default with respect to senior debt securities,
- events involving the bankruptcy, insolvency or reorganization of PNC
Funding, and
- such other default as may be established for the subordinated debt
securities of a particular series. (Section 7.01(c)).
A breach of the covenant described under the caption above entitled "Restriction
on Sale or Issuance of Voting Stock of a Principal Subsidiary Bank" will not
result in a default with respect to any series of subordinated debt securities.
(Sections 7.01(b) and (c)).
If an event of default occurs and is continuing with respect to any series
of debt securities, either the trustee or the holders of at least 25% in
principal amount of outstanding debt securities of that series may declare the
principal of such series (or if debt securities of that series are original
issue discount securities, a specified amount of the principal) to be due and
payable immediately. Subject to certain conditions, the holders of a majority in
principal amount of the outstanding debt securities of such series may rescind
such declaration and waive certain defaults. Prior to any declaration of
acceleration, the holders of a majority in principal amount of the outstanding
debt securities of the applicable series may waive any past default or event of
default, except a payment default, or a past default or event of default in
respect of a covenant or provision of the indenture which cannot be modified
without the consent of the holder of each outstanding debt security affected.
(Sections 7.02, 7.08 and 7.13).
Other than its duties in the case of an event of default or a default, the
trustee is not obligated to exercise any of the rights or powers in the
indenture at the request or direction of holders of debt securities, unless such
holders offer the trustee reasonable security or indemnity. If reasonable
indemnification is provided, then, subject to the other rights of the trustee,
the holders of a majority in principal amount of the outstanding debt securities
of any series may direct the time, method and place of conducting any proceeding
for any remedy available to the trustee with respect to debt securities of such
series. (Sections 8.03 and 7.12).
The indenture provides that in the event of a payment default of 30 days
with respect to any debt securities of any series, PNC Funding will, upon demand
of the trustee, pay to it, for the benefit of the holder of any such debt
security the whole amount then due and payable on such debt security for
principal and interest. The indenture, as amended, further provides that if PNC
Funding fails to pay such
16
<PAGE> 18
amount immediately upon such demand, the trustee may, among other things,
institute a judicial proceeding for its collection. (Section 7.03).
The indenture requires us to furnish annually to the trustee certificates
as to the absence of any default under the indenture. The trustee may withhold
notice to the holders of debt securities of any default (except in payment of
principal, premium, if any, interest or sinking fund installment) if the trustee
determines that the withholding of the notice is in the interest of those
holders. (Sections 5.04 and 8.02).
The holder of any debt security of any series may institute any proceeding
with respect to the indenture or for any remedy thereunder if:
- a holder previously has given the trustee written notice of a
continuing event of default or default with respect to debt securities
of that series;
- the holders of at least 25% in principal amount of the outstanding
debt securities of that series have made a written request, and
offered reasonable indemnity, to the trustee to institute such
proceeding;
- the trustee has not received directions inconsistent with such request
from the holders of a majority in principal amount of the outstanding
debt securities of that series; and
- the trustee has not started such proceeding within 60 days after
receiving the request.
However, the holder of any debt security will have an absolute right to
receive payment of the principal of, and premium, if any, and interest on such
debt security when due and to institute suit to enforce any such payment.
(Sections 7.07 and 7.08).
DEFEASANCE
Except as may otherwise be provided in any applicable prospectus
supplement, the indenture provides that we will be discharged from our
obligations under the debt securities of a series at any time prior to the
stated maturity or redemption thereof when we have irrevocably deposited in
trust with the trustee money and/or government securities which through the
payment of principal and interest in accordance with their terms will provide
sufficient funds, without reinvestment, to repay in full the debt securities of
such series. Deposited funds will be in the currency or currency unit in which
the debt securities are denominated. Deposited government securities will be
direct obligations of, or obligations the principal of and interest on which are
fully guaranteed by, the government which issued the currency in which the debt
securities are denominated, and which are not subject to prepayment, redemption
or call. Upon such discharge, the holders of the debt securities of such series
will no longer be entitled to the benefits of the indenture, except for the
purposes of registration of transfer and exchange of the debt securities of such
series, and replacement of lost, stolen or mutilated debt securities, and may
look only to such deposited funds or obligations for payment. (Sections 11.01
and 11.02).
For federal income tax purposes, the deposit and discharge may, depending
on a variety of factors, result in a taxable gain or loss being recognized by
the holders of the affected debt securities. You are urged to consult your own
tax advisers as to the specific consequences of such a deposit and discharge,
including the applicability and effect of tax laws other than federal income tax
laws.
GLOBAL SECURITIES
We may issue the debt securities of a series in whole or in part in the
form of a global security that will be deposited with a depositary. Such
depositary will be The Depository Trust Company ("DTC"), unless otherwise
identified in the prospectus supplement relating to such series. A global
security may be issued as either a registered or unregistered security and in
either temporary or permanent form. Unless and until it is exchanged in whole or
in part for individual certificates evidencing debt securities in definitive
form represented thereby, a global security may not be transferred except as a
whole by the
17
<PAGE> 19
depositary for such global security or any nominee thereof to a successor of
such depositary or a nominee of such successor. (Section 2.05).
If DTC is the depositary for a series of debt securities, such series will
be issued as fully-registered securities registered in the name of Cede & Co.
(DTC's partnership nominee). One fully registered global security will be issued
for such series of debt securities, in the aggregate principal amount of such
series, and will be deposited with DTC. If, however, the aggregate principal
amount of such series of debt securities exceeds $200 million, one global
security will be issued with respect to each $200 million of principal amount
and an additional global security will be issued with respect to any remaining
principal amount of such series.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants deposit with DTC. DTC
also facilitates the settlement among participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct participants
include securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. DTC is owned by a number of its
direct participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc. and the National Association of Securities Dealers, Inc. Access
to the DTC system is also available to others such as securities brokers and
dealers, banks and trust companies that clear through or maintain a custodial
relationship with a direct participant, either directly or indirectly ("indirect
participants"). The rules applicable to DTC and its participants are on file
with the SEC.
Purchases of a series of debt securities under the DTC system will need to
be made by or through direct participants, which will receive a credit for the
debt securities on DTC's records. The ownership interest of each actual
purchaser of each debt security ("beneficial owner") is in turn to be recorded
on the direct participants' and indirect participants' records. Beneficial
owners will not receive written confirmation from DTC of their purchase, but
beneficial owners are expected to receive written confirmations providing
details of the transaction, as well as provide periodic statements of their
holdings, from the direct participants or indirect participants through which
the beneficial owner entered into the transaction. Transfers of ownership
interests in the debt securities are to be accomplished by entries made on the
books of the participants acting on behalf of beneficial owners. Beneficial
owners will not receive certificates representing their ownership interest in
the global security or global securities, except in the event that use of the
book-entry system for such debt securities is discontinued.
To facilitate subsequent transfers, all global securities deposited by
participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of global securities with DTC and their registration in
the name of Cede & Co. effect no change in beneficial ownership. DTC has advised
us that DTC will have no knowledge of the actual beneficial owners of the global
securities, and that DTC's records reflect only the identity of the direct
participants to whose accounts global securities are credited, which may or may
not be the beneficial owners. Participants will remain responsible for keeping
account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants and by direct
participants and indirect participants to beneficial owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
To the extent any series of debt securities is redeemable, redemption
notices will be sent to DTC. If less than all of the debt securities within an
issue are being redeemed, DTC's practice is to determine by lot the amount of
the interest of each direct participant in such issue to be redeemed. The
applicable prospectus supplement for a series of debt securities will indicate
whether such series is redeemable.
18
<PAGE> 20
To the extent applicable, neither DTC nor Cede & Co. will consent or vote
with respect to any global securities deposited with it. Under its usual
procedure, DTC will mail an omnibus proxy to the issuer as soon as possible
after the record date. The omnibus proxy assigns Cede & Co.'s consenting and
voting rights to those direct participants to whose accounts the debt securities
are credited on the record date (identified in a listing attached to the omnibus
proxy).
Principal and interest payments on the global securities deposited with DTC
will be made to Cede & Co., as nominee of DTC. DTC's practice is to credit
direct participants' accounts, upon DTC's receipt of funds and corresponding
detail information from the issuer, on the payable date in accordance with their
respective holdings shown on DTC's records. Payments by participants to
beneficial owners will be governed by standing instructions and customary
practices, as in the case with securities held for the accounts of customers
registered in "street name", and will be the responsibility of such participant
and not DTC or PNC Funding, subject to any statutory or regulatory requirements
as may be in effect from time to time. Payment of principal and interest to Cede
& Co. will be the responsibility of the trustee, who unless otherwise indicated
in the applicable pricing supplement, will be PNC Funding's paying agent,
disbursements of such payments to direct participants will be the responsibility
of DTC, and disbursements of such payments to beneficial owners will be the
responsibility of direct participants and indirect participants. None of PNC
Funding, PNC, the trustee, any paying agent, or the registrar for the debt
securities will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of the global security or global securities for any series of debt
securities or for maintaining, supervising or reviewing any records relating to
such beneficial interests.
If DTC is at any time unwilling, unable or ineligible to continue as the
depositary and a successor depositary is not appointed by PNC Funding within 90
days, PNC Funding will issue certificated debt securities for each series in
definitive form in exchange for each global security. If PNC Funding determines
not to have a series of debt securities represented by a global security, which
it may do, it will issue certificated debt securities for such series in
definitive form in exchange for the global security. In either instance, a
beneficial owner will be entitled to physical delivery of certificated debt
securities for such series in definitive form equal in principal amount to such
beneficial owner's beneficial interest in the global security and to have such
certificated debt securities for such series registered in such beneficial
owner's name. Certificated debt securities so issued in definitive form will be
issued in denominations of $1,000 and integral multiples thereof and will be
issued in registered form only, without coupons.
Any other or differing terms of the depositary arrangement will be
described in the prospectus supplement relating to a series of debt securities.
REGARDING THE TRUSTEE
In the ordinary course of business, we may maintain lines of credit with
one or more trustees for a series of debt securities and the principal
subsidiary banks and other subsidiary banks may maintain deposit accounts and
conduct other banking transactions with one or more trustees for a series of
debt securities.
TRUSTEE'S DUTY TO RESIGN UNDER CERTAIN CIRCUMSTANCES
PNC Funding may issue both senior and subordinated debt securities under
the indenture. Because the subordinated debt securities will rank junior in
right of payment to the senior debt securities, the occurrence of a default
under the indenture with respect to the subordinated debt securities or any
senior debt securities could create a conflicting interest under the Trust
Indenture Act of 1939, as amended, with respect to any trustee who serves as
trustee for both senior and subordinated debt securities. In addition, upon the
occurrence of a default under the indenture with respect to any series of debt
securities the trustee of which maintains banking relationships with PNC Funding
or PNC, such trustee would have a conflicting interest under the Trust Indenture
Act as a result of such business relationships. If a default has not been cured
or waived within 90 days after the trustee has or acquires a conflicting
interest, the
19
<PAGE> 21
trustee generally is required by the Trust Indenture Act to eliminate such
conflicting interest or resign as trustee with respect to the subordinated debt
securities or the senior debt securities. In the event of the trustee's
resignation, we will promptly appoint a successor trustee with respect to the
affected securities.
DESCRIPTION OF COMMON STOCK
As of the date of the prospectus, PNC is authorized to issue 450,000,000
shares of common stock. At August 31, 1999, PNC had 294,557,603 shares of common
stock issued and outstanding and 58,265,164 shares held in treasury.
The following summary is not complete. You should refer to the applicable
provisions of PNC's certificate of incorporation, including the certificates of
designation pursuant to which the outstanding series of preferred stock were
issued and to the Pennsylvania Business Corporation Law for a complete statement
of the terms and rights of the common stock.
Holders of common stock are entitled to one vote per share on all matters
submitted to shareholders. Holders of common stock have neither cumulative
voting rights nor any preemptive rights for the purchase of additional shares of
any class of stock of PNC, and are not subject to liability for further calls or
assessments. The common stock does not have any sinking fund, conversion or
redemption provisions.
Holders of common stock may receive dividends when declared by the Board of
Directors of PNC out of funds legally available to pay dividends. The Board of
Directors may not pay or set apart dividends on common stock until dividends for
all past dividend periods on any series of outstanding preferred stock have been
paid or declared and set apart for payment.
PNC currently has outstanding $300 million of 8.315% Junior Subordinated
Debentures Due 2027 and $200 million of Floating Rate Junior Subordinated
Debentures Due 2028. The terms of these debentures permit PNC to defer interest
payments on the debentures for up to five years. If PNC defers interest payments
on these debentures, PNC may not during the deferral period:
- declare or pay any cash dividends on any of its common stock;
- redeem any of its common stock;
- purchase or acquire any of its common stock; or
- make a liquidation payment on any of its common stock.
In the event of dissolution or winding up of the affairs of PNC, holders of
common stock will be entitled to share ratably in all assets remaining after
payments to all creditors and payments required to be made in respect of
outstanding preferred stock (including accrued and unpaid dividends thereon).
The Board of Directors of PNC may, except as otherwise required by
applicable law, cause the issuance of authorized shares of common stock without
shareholder approval to such persons and for such consideration as the Board of
Directors may determine in connection with acquisitions by PNC or for other
corporate purposes.
The Chase Manhattan Bank, New York, New York, is the transfer agent and
registrar for PNC's common stock. The shares of common stock are listed on the
New York Stock Exchange under the symbol "PNC." The outstanding shares of common
stock are, and the shares offered hereby will be, validly issued, fully paid and
nonassessable and the holders of the common stock are not and will not be
subject to any liability as shareholders.
20
<PAGE> 22
DESCRIPTION OF PREFERRED STOCK
This section describes the general terms and provisions of PNC's preferred
stock that may be offered by this prospectus. The prospectus supplement will
describe the specific terms of the series of the preferred stock offered through
that prospectus supplement and any general terms outlined in this section that
will not apply to that series of preferred stock.
We have summarized the material terms and provisions of the preferred stock
in this section. We have also filed PNC's articles of incorporation and the form
of certificate of preferred stock, which we will refer to as the "certificate of
designations" as exhibits to the registration statement. You should read PNC's
articles of incorporation and the certificate of designations relating to the
applicable series of the preferred stock for additional information before you
buy any preferred stock.
GENERAL
The Board of Directors of PNC (the "PNC board") is authorized without
further shareholder action to cause the issuance, as of August 31, 1999, of up
to 10,662,800 additional shares of preferred stock. Such preferred stock may be
issued in one or more series, each with such preferences, limitations,
designations, conversion rights, voting rights, dividend rights, voluntary and
involuntary liquidation rights and other rights as the PNC board may determine
at the time of issuance.
The rights of the holders of PNC's common stock are subject to any rights
and preferences of such outstanding series of preferred stock, and the preferred
stock offered in this prospectus. In addition, those rights would be subject to
the rights and preferences of any additional shares of preferred stock, or any
series thereof, which might be issued in the future.
The existence of authorized but unissued preferred stock could have the
effect of discouraging an attempt to acquire control of PNC. For example,
preferred stock could be issued to persons, firms or entities known to be
friendly to management.
PNC currently has outstanding $300 million of 8.315% Junior Subordinated
Debentures Due 2027 and $200 million of Floating Rate Junior Subordinated
Debentures Due 2028. The terms of these debentures permit PNC to defer interest
payments on the debentures for up to five years. If PNC defers interest payments
on these debentures, PNC may not during the deferral period:
- declare or pay any cash dividends on any of its preferred stock;
- redeem any of its preferred stock;
- purchase or acquire any of its preferred stock; or
- make a liquidation payment on any of its preferred stock.
PREFERRED STOCK OFFERED HEREIN
General
The preferred stock will, when issued, be fully paid and nonassessable.
Unless otherwise specified in the prospectus supplement, the shares of each
series of preferred stock will upon issuance rank on a parity in all respects
with PNC's currently existing series of preferred stock, described below, and
each other series of preferred stock of PNC outstanding at that time. Holders of
the preferred stock will have no preemptive rights to subscribe for any
additional securities that may be issued by PNC. Unless otherwise specified in
the applicable prospectus supplement, The Chase Manhattan Bank, New York, New
York, will be the transfer agent and registrar for the preferred stock.
Because PNC is a holding company, its rights and the rights of holders of
its securities, including the holders of preferred stock, to participate in the
assets of any PNC subsidiary upon its liquidation or recapitalization will be
subject to the prior claims of such subsidiary's creditors and preferred
shareholders,
21
<PAGE> 23
except to the extent PNC may itself be a creditor with recognized claims against
such subsidiary or a holder of preferred shares of such subsidiary.
PNC may elect to offer depositary shares evidenced by depositary receipts.
If PNC so elects, each depositary share will represent a fractional interest (to
be specified in the prospectus supplement relating to the particular series of
preferred stock) in a share of a particular series of the preferred stock issued
and deposited with a depositary (as defined below). See "Description of
Depositary Shares" below.
Dividends
The holders of the preferred stock will be entitled to receive dividends,
if declared by the PNC board or a duly authorized committee thereof. The
applicable prospectus supplement will specify the dividend rate and dates on
which dividends will be payable. The rate may be fixed or variable or both. If
the dividend rate is variable, the applicable prospectus supplement will
describe the formula used for determining the dividend rate for each dividend
period. PNC will pay dividends to the holders of record as they appear on the
stock books of PNC on the record dates fixed by the PNC board or a duly
authorized committee thereof. PNC may pay dividends in the form of cash,
preferred stock (of the same or a different series) or common stock of PNC, in
each case as specified in the applicable prospectus supplement.
The applicable prospectus supplement will also state whether dividends on
any series of preferred stock are cumulative or noncumulative. If the PNC board
does not declare a dividend payable on a dividend payment date on any
noncumulative preferred stock, then the holders of that preferred stock will not
be entitled to receive a dividend for that dividend period, and PNC will have no
obligation to pay the dividend for that dividend period even if the PNC board
declares a dividend on that series payable in the future.
The PNC board will not declare and pay a dividend on the common stock or on
any class or series of stock of PNC ranking as to dividends subordinate to a
series of cumulative preferred stock (other than dividends payable in common
stock or in any class or series of stock of PNC ranking as to dividends and
assets subordinate to such series), until PNC has paid in full dividends (to the
extent cumulative) for all past dividend periods on all outstanding shares of
such series. If PNC does not pay in full dividends for any dividend period on
all shares of preferred stock ranking equally as to dividends, all such shares
will participate ratably in the payment of dividends for that period in
proportion to the full amounts of dividends to which they are entitled.
Voting
Except as provided in this prospectus or in the applicable prospectus
supplement, or as required by applicable law, the holders of preferred stock
will not be entitled to vote. Except as otherwise required by law or provided by
the PNC board and described in the applicable prospectus supplement, holders of
preferred stock having voting rights and holders of common stock vote together
as one class. Holders of preferred stock do not have cumulative voting rights.
If, at the time of any annual meeting of PNC shareholders, PNC has not
paid, or declared and set apart for payment, dividends on all outstanding shares
of preferred stock in an amount equal to six quarterly dividends at the rates
payable upon such shares, the number of directors of PNC will be increased by
two, and the holders of all outstanding preferred stock voting together as a
class will be entitled to elect those two additional directors at that annual
meeting. After PNC pays the full amount of dividends to which the holders of
preferred stock are entitled, the terms of the two additional directors will
end, the number of directors of PNC will be reduced by two, and such voting
right of the holders of preferred stock will end.
22
<PAGE> 24
Unless PNC receives the consent of the holders of at least two-thirds of
the outstanding shares of preferred stock of all series, PNC will not:
- create or increase the authorized number of shares of any class of
stock ranking as to dividends or assets senior to the preferred stock;
or
- change the preferences, qualifications, privileges, limitations,
restrictions or rights of the preferred stock in any way that
materially and adversely affects the holders of the preferred stock.
If any change to the rights of the preferred stock will affect any
particular series materially and adversely as compared to any other series of
preferred stock, PNC first must obtain the consent of the holders of at least
two-thirds of the outstanding shares of that particular series of preferred
stock.
The holders of the preferred stock of a series will not be entitled to
participate in any vote regarding a change in the rights of the preferred stock
if PNC makes provision for the redemption of all the preferred stock of such
series. See "Redemption by PNC" below. PNC is not required to obtain any consent
of holders of preferred stock of a series in connection with the authorization,
designation, increase or issuance of any shares of preferred stock that rank
junior or equal to the preferred stock of such series with respect to dividends
and liquidation rights.
Under interpretations adopted by the Federal Reserve or its staff, if the
holders of preferred stock of any series become entitled to vote for the
election of directors because dividends on such series are in arrears as
described above, that series may then be deemed a "class of voting securities"
and a holder of 25% or more of such series (or a holder of 5% or more if it
otherwise exercises a "controlling influence" over PNC) may then be subject to
regulation as a bank holding company in accordance with the Bank Holding Company
Act. In addition, when the series is deemed a class of voting securities, any
other bank holding company may be required to obtain the prior approval of the
Federal Reserve to acquire more than 5% of that series, and any person other
than a bank holding company may be required to obtain the prior approval of the
Federal Reserve to acquire 10% or more of that series.
Liquidation of PNC
In the event of the voluntary or involuntary liquidation of PNC, the
holders of each outstanding series of preferred stock will be entitled to
receive liquidating distributions before any distribution is made to the holders
of common stock or of any class or series of stock of PNC ranking subordinate to
that series, the amount fixed by the PNC board for that series and described in
the applicable prospectus supplement, plus, if dividends on that series are
cumulative, accrued and unpaid dividends.
Redemption by PNC
PNC may redeem the whole or any part of the preferred stock at the times
and at the amount for each share set forth in the applicable prospectus
supplement.
PNC may acquire preferred stock from time to time at the price or prices
that PNC determines. If any cumulative dividends payable for all past quarterly
dividend periods have not been paid, or declared and set apart for payment, in
full, PNC may not acquire preferred stock except in accordance with an offer
made in writing or by publication to all holders of record of shares of
preferred stock.
Conversion
The prospectus supplement may set for the rights, if any, for a holder of
preferred stock to convert that preferred stock into common stock or any other
class of capital securities of PNC.
23
<PAGE> 25
PREFERRED STOCK CURRENTLY OUTSTANDING
At August 31, 1999, PNC had five series of preferred stock outstanding:
- 12,205 shares of $1.80 Cumulative Convertible Preferred Stock, Series
A ("preferred stock-A");
- 4,352 shares of $1.80 Cumulative Convertible Preferred Stock, Series B
("preferred stock-B");
- 264,076 shares of $1.60 Cumulative Convertible Preferred Stock, Series
C ("preferred stock-C");
- 374,532 shares of $1.80 Cumulative Convertible Preferred Stock, Series
D ("preferred stock-D"); and
- 6,000,000 shares of Fixed/Adjustable Rate Noncumulative Preferred
Stock, Series F ("preferred stock-F").
All shares of a former series of preferred stock, designated as $2.60
Cumulative Non Voting Preferred Stock, Series E, have been redeemed and restored
to the status of authorized but unissued preferred stock.
Holders of outstanding preferred stock are entitled to cumulative dividends
at the annual rates set forth below in the table titled "Summary of Certain Key
Terms of Preferred Stock," which are payable quarterly when and as declared by
the Board of Directors of PNC. The Board of Directors may not pay or set apart
dividends on common stock until dividends for the current period and all past
dividend periods on all series of outstanding preferred stock have been paid or
declared and set apart for payment.
Holders of outstanding preferred stock, other than preferred stock-F, are
entitled to a number of votes equal to the number of full shares of common stock
into which their preferred stock is convertible. Holders of outstanding
preferred stock currently are entitled to the conversion privileges set forth
below in the table titled "Summary of Certain Key Terms of Preferred Stock."
In the event of a liquidation of PNC, holders of outstanding preferred
stock are entitled to receive the amounts set forth below in the table titled
"Summary of Certain Key Terms of Preferred Stock," plus all dividends accrued
and unpaid thereon, before any payments are made with respect to common stock.
Preferred stock-A, preferred stock-C and preferred stock-D are redeemable
at any time at the option of PNC at redemption prices equal to the respective
liquidation preference amounts stated above, plus accrued and unpaid dividends,
if any. Preferred stock-B is not redeemable. Prior to September 30, 2001,
preferred stock-F is not redeemable, except in limited circumstances by PNC upon
certain changes to the Internal Revenue Code at a declining redemption price
ranging from $52.20 to the liquidation preference amount, plus accrued and
unpaid dividends (whether or not earned or declared) from the immediately
preceding dividend payment date (but without any cumulation for unpaid dividends
for prior dividend periods) to the date fixed for redemption. On and after
September 30, 2001, preferred stock-F is redeemable at the option of PNC at its
liquidation preference amount, plus accrued and unpaid dividends (whether or not
earned or declared) from the immediately preceding dividend payment date (but
without any cumulation for unpaid dividends for prior dividend periods) to the
date fixed for redemption.
All outstanding series of preferred stock, other than preferred stock-F,
are convertible (unless called for redemption and not converted within the time
allowed therefor), at any time at the option of the holder. No adjustment will
be made for dividends on preferred stock converted or on common stock issuable
upon conversion. The conversion rate of each series of convertible preferred
stock will be adjusted in certain events, including payment of stock dividends
on, or splits or combinations of, the common stock or issuance to holders of
common stock of rights to purchase common stock at a price per share less than
90% of current market price as defined in the Articles of Incorporation of PNC.
Appropriate adjustments in the conversion provisions also will be made in the
event of certain reclassifications, consolidations or mergers or the sale of
substantially all of the assets of PNC. Preferred stock-F is not convertible
into shares of common stock or any other security of PNC.
24
<PAGE> 26
Preferred stock-A, preferred stock-B and preferred stock-F are currently
traded in the over-the-counter market. Preferred stock-C and -D are listed and
traded on the New York Stock Exchange. The Chase Manhattan Bank, New York, New
York, is transfer agent and registrar for all outstanding series of preferred
stock.
SUMMARY OF CERTAIN KEY TERMS OF PREFERRED STOCK
<TABLE>
<CAPTION>
ANNUAL
DIVIDEND
RATE VOTING RIGHTS
PREFERRED (PAYABLE CUMULATIVE CONVERSION (BASED ON LIQUIDATION
SERIES QUARTERLY) DIVIDENDS RATE CONVERSION RATE) PREFERENCE REDEEMABLE
<C> <S> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
A $1.80 Y 1:8 Y $40/share Y
- --------------------------------------------------------------------------------------------------------
B $1.80 Y 1:8 Y $40/share Y
- --------------------------------------------------------------------------------------------------------
C $1.60 Y 2.4:4 Y $20/share Y
- --------------------------------------------------------------------------------------------------------
D $1.80 Y 2.4:4 Y $20/share Y
- --------------------------------------------------------------------------------------------------------
E None Currently Outstanding
- --------------------------------------------------------------------------------------------------------
F - 6.05% per N N/A N (except in $50/share Y (but not
year limited prior to
through circumstances) 9/30/01,
9/29/01 except in
- between limited
6.55% and circumstances)
12.55%
thereafter
</TABLE>
DESCRIPTION OF DEPOSITARY SHARES
GENERAL
PNC may, at its option, elect to offer fractional interests in the
preferred stock, rather than whole shares of preferred stock. If PNC does, PNC
will issue to the public receipts for depositary shares, and each of these
depositary shares will represent a fraction of a share of a particular series of
the preferred stock. We will specify that fraction in the prospectus supplement.
The shares of any series of the preferred stock underlying the depositary
shares will be deposited under a deposit agreement between PNC and a depositary
selected by PNC. The depositary will be a bank or trust company and will have
its principal office in the United States and a combined capital and surplus of
at least $50,000,000. The prospectus supplement relating to a series of
depositary shares will set forth the name and address of the depositary. Subject
to the terms of the deposit agreement, each owner of a depositary share will be
entitled, in proportion to the applicable fractional interest in a share of
preferred stock underlying that depositary share, to all the rights and
preferences of the preferred stock underlying that depositary share. Those
rights include dividend, voting, redemption, conversion and liquidation rights.
The depositary shares will be evidenced by depositary receipts issued under
the deposit agreement. PNC will issue depositary receipts to those persons who
purchase the fractional shares in the preferred stock underlying the depositary
shares, in accordance with the terms of the offering.
25
<PAGE> 27
DIVIDENDS AND OTHER DISTRIBUTIONS
The depositary will distribute all cash dividends or other cash
distributions received in respect of the preferred stock to the record holders
of related depositary shares in proportion to the number of depositary shares
owned by those holders.
If PNC makes a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary shares
that are entitled to receive the distribution, unless the depositary determines
that it is not feasible to make the distribution. If this occurs, the depositary
may, with the approval of PNC, sell the property and distribute the net proceeds
from the sale to the applicable holders.
REDEMPTION OF DEPOSITARY SHARES
Whenever PNC redeems shares of preferred stock that are held by the
depositary, the depositary will redeem, as of the same redemption date, the
number of depositary shares representing the shares of preferred stock so
redeemed. The redemption price per depositary share will be equal to the
applicable fraction of the redemption price per share payable with respect to
that series of the preferred stock. If fewer than all the depositary shares are
to be redeemed, the depositary will select the depositary shares to be redeemed
by lot or pro rata as may be determined by the depositary.
Depositary shares called for redemption will no longer be outstanding after
the applicable redemption date, and all rights of the holders of these
depositary shares will cease, except the right to receive any money or other
property upon surrender to the depositary of the depositary receipts evidencing
those depositary shares.
VOTING THE PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of preferred
stock are entitled to vote, the depositary will mail the information contained
in the notice of meeting to the record holders of the depositary shares
underlying that preferred stock. Each record holder of those depositary shares
on the record date (which will be the same date as the record date for the
preferred stock) will be entitled to instruct the depositary as to the exercise
of the voting rights pertaining to the amount of preferred stock underlying that
holder's depositary shares. The depositary will try, insofar as practicable, to
vote the number of shares of preferred stock underlying those depositary shares
in accordance with those instructions, and PNC will agree to take all action
which the depositary deems necessary in order to enable the depositary to do so.
The depositary will not vote the shares of preferred stock to the extent it does
not receive specific instructions from the holders of depositary shares
underlying the preferred stock.
CONVERSION OF PREFERRED STOCK
If a series of the preferred stock underlying the depositary shares is
convertible into shares of PNC's common stock or any other class of capital
securities of PNC, PNC will accept the delivery of depositary receipts to
convert the preferred stock using the same procedures as those for delivery of
certificates for the preferred stock. If the depositary shares represented by a
depositary receipt are to be converted in part only, the depositary will issue a
new depositary receipt or depositary receipts for the depositary shares not to
be converted.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
PNC and the depositary may amend the form of depositary receipt evidencing
the depositary shares and any provision of the deposit agreement at any time.
However, any amendment that materially and adversely alters the rights of the
holders of depositary shares will not be effective unless the amendment has been
approved by the holders of at least a majority of the depositary shares then
outstanding. PNC or the depositary may terminate the deposit agreement only if
(i) all outstanding depositary shares have been redeemed or (ii) there has been
a final distribution of the underlying preferred stock in connection with any
liquidation, dissolution or winding up of PNC.
26
<PAGE> 28
CHARGES OF DEPOSITARY
PNC will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. PNC will also pay
charges of the depositary in connection with the initial deposit of the
preferred stock and any redemption of the preferred stock. Holders of depositary
shares will pay other transfer and other taxes and governmental charges and such
other charges as are expressly provided in the deposit agreement to be for their
accounts.
RESIGNATION AND REMOVAL OF DEPOSITARY
The depositary may resign at any time by delivering to PNC notice of its
election to do so. PNC may remove the depositary at any time. Any such
resignation or removal will take effect only upon the appointment of a successor
depositary and its acceptance of its appointment. The successor depositary must
be a bank or trust company having its principal office in the United States and
having a combined capital and surplus of at least $50,000,000.
MISCELLANEOUS
The depositary will forward to the holders of depositary shares all reports
and communications from PNC that PNC delivers to the depositary and that PNC is
required to furnish to the holders of the preferred stock.
Neither the depositary nor PNC will be liable if it is prevented or delayed
by law or any circumstance beyond its control in performing its obligations
under the deposit agreement. The obligations of PNC and the depositary under the
deposit agreement will be limited to performance in good faith of their
respective duties under the deposit agreement. They will not be obligated to
prosecute or defend any legal proceeding relating to any depositary shares or
preferred stock unless satisfactory indemnity is furnished. They may rely upon
written advice of counsel or accountants, or upon information provided by
persons presenting preferred stock for deposit, holders of depositary shares or
other persons they believe to be competent and on documents they believe to be
genuine.
PLAN OF DISTRIBUTION
PNC Funding may offer and sell debt securities being offered by use of this
prospectus:
- through underwriters;
- through dealers;
- through agents; or
- directly to purchasers.
PNC may offer and sell common stock and preferred stock being offered by
use of this prospectus:
- through underwriters;
- through dealers;
- through agents; or
- directly to purchasers.
The applicable prospectus supplement will name any underwriters in
connection with offered debt securities, common stock or preferred stock and
will set forth any underwriting compensation paid to such underwriters.
Underwritten offerings may involve underwriting syndicates represented by
managing underwriters, or underwriters without a syndicate.
27
<PAGE> 29
The distribution of securities may be effected from time to time in one or
more transactions at a fixed price or prices, which may be changed, or at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices.
In connection with the sale of securities, underwriters or agents acting on
PNC's behalf may receive compensation from PNC Funding, PNC or from purchasers
of securities for whom they may act as agents, in the form of discounts,
concessions or commissions. The underwriters, dealers or agents that participate
in the distribution of securities may be deemed to be underwriters and any
discounts or commissions received by them and any profit on the resale of
securities by them may be deemed to be underwriting discounts and commissions
under the Securities Act. Any such underwriter will be identified and any such
compensation will be described in the prospectus supplement.
Under agreements which may be entered into with us, underwriters, dealers
and agents may be entitled to indemnification by us against certain liabilities,
including liabilities under the Securities Act, and to contributions from us in
respect of such liabilities. Underwriters, dealers and agents may be customers
of, engage in transactions with, or perform services for us in the ordinary
course of business.
If so indicated in the applicable prospectus supplement, PNC Funding and/or
PNC will authorize the underwriters or other persons acting as PNC Funding's
agents and/or PNC's agents to solicit offers by certain institutions to purchase
debt securities from PNC Funding and/or preferred stock from PNC pursuant to
contracts providing for payment and delivery on a future date or dates stated in
the applicable prospectus supplement. Institutions with which such contracts may
be made include commercial and savings banks, insurance companies, pension
funds, investment companies, educational and charitable institutions and others,
but in all cases such institutions must be approved by PNC Funding or PNC. The
obligations of any purchaser under any such contract will not be subject to any
conditions, except that (1) the purchase of the debt securities, or the common
stock or the preferred stock shall not at the time of delivery be prohibited
under the laws of the jurisdiction to which such purchaser is subject, and (2)
if debt securities or common stock or preferred stock are also being sold to
underwriters, PNC Funding or PNC shall have sold to such underwriters the debt
securities or the common stock or the preferred stock not sold for delayed
delivery. The underwriters and such other persons will not have any
responsibility in respect of the validity or performance of such contracts.
LEGAL OPINIONS
The validity of the debt securities and related guarantees and the common
stock, the preferred stock and the depositary shares will be passed upon for us
by Victor M. DiBattista, Chief Regional Counsel of PNC, One PNC Plaza, 249 Fifth
Avenue, Pittsburgh, Pennsylvania 15222. If the securities are being distributed
in an underwritten offering, the validity of the securities and related
guarantees and the common stock, the preferred stock and the depositary shares
will be passed upon for the underwriters by counsel identified in the applicable
prospectus supplement.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements incorporated by reference in PNC Bank Corp.'s Annual Report
on Form 10-K for the year ended December 31, 1998, as set forth in their report,
which is incorporated by reference in this registration statement. Our
consolidated financial statements are incorporated by reference in reliance on
Ernst & Young LLP's report, given their authority as experts in accounting and
auditing.
Such financial statements are, and audited financial statements to be
included in subsequently filed documents will be, incorporated herein in
reliance upon the reports of independent auditors pertaining to such financial
statements (to the extent covered by consents filed with the Securities and
Exchange Commission) given on the authority of such firm as experts in
accounting and auditing.
28
<PAGE> 30
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following expenses will be incurred in connection with the issuance and
distribution of the securities being registered, other than underwriting
discounts and commissions:
To be borne by PNC Bank Corp. and PNC Funding Corp:
<TABLE>
<S> <C>
Registration Fee............................................ $ 417,000.00
Legal Fees and Expenses..................................... $ 150,000.00*
Indenture Trustee Fees and Expenses......................... $ 100,000.00*
Printing and Engraving...................................... $ 200,000.00*
Rating Fees................................................. $ 200,000.00*
Accounting Fees............................................. $ 150,000.00*
Blue Sky and Legal Investment Fees and Expenses............. $ 50,000.00*
Listing Fees................................................ $ 25,000.00*
Miscellaneous............................................... $ 33,000.00*
-------------
Total............................................. $1,325,000.00*
=============
</TABLE>
- ---------------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Sections 1741-1743 of the Pennsylvania Business Corporation Law
of 1988 (Act of December 21, 1988, P.L. 1444) ("1988 BCL"), we have the power to
indemnify our directors and officers against liabilities they may incur in such
capacities provided certain standards are met, including good faith and the
belief that the particular action is in the best interests of the corporation.
In general, this power to indemnify does not exist in the case of actions
against a director or officer by or in the right of the corporation if the
person entitled to indemnification shall have been adjudged to be liable for
negligence or misconduct in the performance of such person's duties. A
corporation is required to indemnify directors and officers against expenses
they may incur in defending actions against them in such capacities if they are
successful on the merits or otherwise in the defense of such actions.
Section 1746 of the 1988 BCL provides that the foregoing provisions shall
not be deemed exclusive of any other rights to which a person seeking
indemnification may be entitled under, among other things, any by-law provision,
provided that no indemnification may be made in any case where the act or
failure to act giving rise to the claim for indemnification is determined by a
court to have constituted willful misconduct or recklessness.
Each of our By-Laws provide for the mandatory indemnification of directors
and officers in accordance with and to the full extent permitted by the Laws of
Pennsylvania as in effect at the time of such indemnification. Each of our
By-Laws also eliminate, to the maximum extent permitted by the laws of the
Commonwealth of Pennsylvania, the personal liability of directors for monetary
damages for any action taken, or any failure to take any action as a director
except in any case such elimination is not permitted by law.
PNC has purchased directors' and officers' liability insurance covering
certain liabilities that may be incurred by its directors and officers in
connection with the performance of their duties. That insurance covers PNC
Funding's directors and officers as well.
II-1
<PAGE> 31
ITEM 16. EXHIBITS
The exhibits listed on the Exhibit Index beginning on page II-7 of this
registration statement are filed herewith or are incorporated herein by
reference to other filings.
ITEM 17. UNDERTAKINGS
The undersigned Registrants hereby undertake:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a) (3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrants pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, that are incorporated by reference in the
Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof;
3. To remove from the registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering;
4. That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrants' annual reports
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934, that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof;
5. For the purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrants pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it is declared
effective; and
6. For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE> 32
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the provisions set forth in Item 15, or otherwise, the
Registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrants of expenses incurred or paid by a director, officer or
controlling person of the Registrants in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrants will, unless
in the opinion of their counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933, and will be governed by the final adjudication of such
issue.
II-3
<PAGE> 33
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pittsburgh, and Commonwealth of Pennsylvania, on the
4th day of October, 1999.
PNC BANK CORP.
By: /s/ THOMAS H. O'BRIEN
------------------------------------
Thomas H. O'Brien
Chairman and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ THOMAS H. O'BRIEN Chairman, Chief Executive Officer October 4, 1999
- ------------------------------------------------ and Director (Principal Executive
Thomas H. O'Brien Officer)
/s/ ROBERT L. HAUNSCHILD Senior Vice President and Chief October 4, 1999
- ------------------------------------------------ Financial Officer (Principal
Robert L. Haunschild Financial Officer)
/s/ SAMUEL R. PATTERSON Senior Vice President and Controller October 4, 1999
- ------------------------------------------------ (Principal Accounting Officer)
Samuel R. Patterson
* Director October 4, 1999
- ------------------------------------------------
Paul W. Chellgren
* Director October 4, 1999
- ------------------------------------------------
Robert N. Clay
* Director October 4, 1999
- ------------------------------------------------
George A. Davidson, Jr.
* Director October 4, 1999
- ------------------------------------------------
David F. Girard-diCarlo
* Vice Chairman and Director October 4, 1999
- ------------------------------------------------
Walter E. Gregg, Jr.
* Director October 4, 1999
- ------------------------------------------------
William R. Johnson
* Director October 4, 1999
- ------------------------------------------------
Bruce C. Lindsay
* Director October 4, 1999
- ------------------------------------------------
W. Craig McClelland
* Director October 4, 1999
- ------------------------------------------------
Jane G. Pepper
* Director October 4, 1999
- ------------------------------------------------
Jackson H. Randolph
* President, Chief Operating Officer October 4, 1999
- ------------------------------------------------ and Director
James E. Rohr
* Director October 4, 1999
- ------------------------------------------------
Roderic H. Ross
</TABLE>
II-4
<PAGE> 34
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Director October 4, 1999
- ------------------------------------------------
Richard P. Simmons
* Director October 4, 1999
- ------------------------------------------------
Thomas J. Usher
* Director October 4, 1999
- ------------------------------------------------
Milton A. Washington
* Director October 4, 1999
- ------------------------------------------------
Helge H. Wehmeier
</TABLE>
*By: /s/ RANDALL C. KING
-------------------------------------
Randall C. King, Attorney-in-Fact,
pursuant to Powers of Attorney
filed herewith
Date: October 4, 1999
II-5
<PAGE> 35
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pittsburgh, and Commonwealth of Pennsylvania, on the
4th day of October, 1999.
PNC FUNDING CORP
By: /s/ ROBERT L. HAUNSCHILD
------------------------------------
Robert L. Haunschild
Chairman and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ ROBERT L. HAUNSCHILD Chairman, President and Director October 4, 1999
- ------------------------------------------------ (Principal Executive Officer)
Robert L. Haunschild
/s/ RANDALL C. KING Senior Vice President and Director October 4, 1999
- ------------------------------------------------ (Principal Financial Officer)
Randall C. King
/s/ WALTER E. GREGG, JR. Director October 4, 1999
- ------------------------------------------------
Walter E. Gregg, Jr.
/s/ MARIA C. SCHAFFER Vice President and Controller October 4, 1999
- ------------------------------------------------ (Principal Accounting Officer)
Maria C. Schaffer
</TABLE>
II-6
<PAGE> 36
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. NAME OF DOCUMENT METHOD OF FILING
- ------- ---------------- ----------------
<C> <S> <C>
1.1 Form of Underwriting Agreement for Debt Filed herewith.
Securities.
1.2 Form of Underwriting Agreement for Common Incorporated herein by reference to
Stock, Preferred Stock and Depositary Exhibit 1.2 of the Registration Statement
Shares. on Form S-3 filed August 29, 1997
(Registration No. 333-34709)
3.1 Articles of Incorporation of PNC Bank Incorporated herein by reference to
Corp., as amended. Exhibit 3.1 of the Annual Report on Form
10-K for the year ended December 31, 1998
of PNC Bank Corp. (File No. 001-09718).
3.2 By-laws of PNC Bank Corp., as amended. Incorporated herein by reference to
Exhibit 99.2 of the Current Report on
Form 8-K dated January 15, 1998 of PNC
Bank Corp. (File No. 001-09718).
3.3 Articles of Incorporation of PNC Funding Incorporated herein by reference to
Corp, as amended. Exhibit 3.3 of the Registration Statement
on Form S-3 filed August 29, 1997
(Registration No. 333-34709)
3.4 By-laws of PNC Funding Corp, as amended. Incorporated herein by reference to
Exhibit 3.4 of the Registration Statement
on Form S-3 filed August 29, 1997
(Registration No. 333-34709)
4.1 Form of Certificate for Common Stock. Incorporated herein by reference to
Exhibit 4.1 of the Registration Statement
on Form S-3 filed August 29, 1997
(Registration No. 333-34709)
4.2 Form of Certificate for Preferred Stock Incorporated herein by reference to
(with references to PNC Financial Corp Exhibit 4.1 to the Registration Statement
now being PNC Bank Corp.). on Form S-3 at File No. 33-40602, in
Pre-Effective Amendment No. 2, filed
September 24, 1991.
4.3 Form of Statement of Designation with To be filed in documents incorporated
respect to Preferred Stock. herein by reference.
4.4 Form of Deposit Agreement. Incorporated herein by reference to
Exhibit 4.5 of the Registration Statement
on Form S-3 filed August 29, 1997
(Registration No. 333-34709)
4.5 Form of Depositary Receipt. Incorporated herein by reference to
Exhibit 4.6 of the Registration Statement
on Form S-3 filed August 29, 1997
(Registration No. 333-34709)
</TABLE>
II-7
<PAGE> 37
<TABLE>
<CAPTION>
EXHIBIT
NO. NAME OF DOCUMENT METHOD OF FILING
- ------- ---------------- ----------------
<C> <S> <C>
4.6 Indenture dated as of December 1, 1991, Incorporated herein by reference to
among PNC Funding Corp, as Issuer, PNC Exhibit 4.7 of the Registration Statement
Financial Corp (now PNC Bank Corp.), as on Form S-3 filed August 29, 1997
Guarantor, and Manufacturers Hanover (Registration No. 333-34709)
Trust Company, as Trustee (of which The
Chase Manhattan Bank, formerly known as
Chemical Bank, is successor trustee).
4.7 Supplemental Indenture dated as of Incorporated herein by reference to
February 15, 1993, among PNC Funding Exhibit 4.8 of the Registration Statement
Corp, as Issuer, PNC Bank Corp., as on Form S-3 filed August 29, 1997
Guarantor, and Chemical Bank, as (Registration No. 333-34709)
successor by merger to Manufacturers
Hanover Trust Company and now known as
The Chase Manhattan Bank.
4.8 Form of Debt Security and related To be filed in documents incorporated
Guarantee. herein by reference.
4.9 Form of Subordinated Note and related Incorporated herein by reference to
Guarantee. Exhibit 4.10 of the Registration
Statement on Form S-3 filed August 29,
1997 (Registration No. 333-34709)
5 Opinion of Victor M. DiBattista, Esquire, Filed herewith.
as to the legality of the securities
being registered.
12.1 Computation of Consolidated Ratio of Filed herewith.
Earnings to Fixed Charges.
12.2 Computation of Consolidated Ratio of Filed herewith.
Earnings to Combined Fixed Charges and
Preferred Stock Dividends.
23.1 Consent of Ernst & Young LLP. Filed herewith.
23.2 Consent of Victor M. DiBattista, Esquire. Filed as part of Exhibit 5 to this
Registration Statement.
24.1 Power of Attorney of certain directors Filed herewith.
and officers of PNC Bank Corp.
24.2 Power of Attorney of certain directors Filed herewith.
and officers of PNC Funding Corp.
24.3 Power of Attorney of Paul W. Chellgren (a Filed herewith.
director of PNC Bank Corp.).
25 Form T-1--Statement of Eligibility Under Filed herewith.
the Trust Indenture
</TABLE>
II-8
<PAGE> 1
Exhibit 1.1
PNC Funding Corp, Issuer
and
PNC Bank Corp., Guarantor
Underwriting Agreement
New York, New York
[date]
To the Representatives
named in Schedule I
hereto of the
Underwriters named in
Schedule II hereto
Dear Sirs:
PNC Funding Corp, a Pennsylvania corporation (the "Company"),
proposes to sell to the underwriters named in Schedule II hereto (the
"Underwriters"), for whom you are acting as representatives (the
"Representatives"), the principal amount of its securities identified in
Schedule I hereto (together with the guarantees mentioned below, the
"Securities") to be guaranteed by PNC Bank Corp., a Pennsylvania corporation
(the "Guarantor"), and to be issued under an indenture dated as of December 1,
1991, among the Company, the Guarantor and The Chase Manhattan Bank (formerly
known as Chemical Bank, successor by merger to Manufacturers Hanover Trust
Company), as trustee (the "Trustee"), as amended by a Supplemental Indenture
dated as of February 15, 1993, among the Company, the Guarantor and the Trustee
(as amended, the "Indenture"). If the firm or firms listed in Schedule II hereto
include only the firm or firms listed in Schedule I hereto, then the terms
"Underwriters" and "Representatives," as used herein, shall each be deemed to
refer to such firm or firms.
1. REPRESENTATIONS AND WARRANTIES. The Company and the
Guarantor represent and warrant to, and agree with, each Underwriter as set
forth below in this Section 1. Certain terms used in this Section 1 are defined
in paragraph (c) hereof.
(a) If the offering of the Securities is a Delayed Offering
(as specified in Schedule I hereto), paragraph (i) below is applicable
and, if the offering of the Securities is a Non-Delayed Offering (as so
specified), paragraph (ii) below is applicable.
(i) The Company and the Guarantor meet the
requirements for the use of Form S-3 under the Securities Act
of 1933 (the "Act") and have filed with the Securities and
Exchange Commission (the "Commission") a registration
statement (the file number of which is set forth in Schedule I
hereto), on such Form, including a basic prospectus, for
registration under the Act of the offering and sale of the
Securities. The Company and the Guarantor may have filed one
or more amendments thereto, and may have used a Preliminary
Final Prospectus, each of which has previously been furnished
to you. Such registration statement, as so amended, has become
effective. The offering of the Securities is a Delayed
Offering and, accordingly, it is not necessary that any
further information with respect to the Securities and the
offering thereof required by the Act and the rules thereunder
to be included in the Final Prospectus have been included in
an amendment to such registration statement prior to the
Effective Date. The Company and the Guarantor will next file
with the Commission pursuant to Rules 415 and 424(b)(2) or (5)
a final supplement to the form of prospectus included in such
registration statement relating to the Securities and the
offering thereof. As filed, such final prospectus supplement
shall include all required information with respect to the
Securities and the offering thereof and, except to the extent
the Representatives shall agree in writing to a modification,
shall be in all substantive respects in the form furnished to
you prior to the Execution Time or, to the extent not
completed at the Execution Time, shall contain only such
specific additional
<PAGE> 2
information and other changes (beyond that contained in the
Basic Prospectus and any Preliminary Final Prospectus) as the
Company has advised you, prior to the Execution Time, will be
included or made therein.
(ii) The Company and the Guarantor meet the
requirements for the use of Form S-3 under the Act and have
filed with the Commission a registration statement (the file
number of which is set forth in Schedule I hereto) on such
Form, including a basic prospectus, for registration under the
Act of the offering and sale of the Securities. The Company
and the Guarantor may have filed one or more amendments
thereto, including a Preliminary Final Prospectus, each of
which has previously been furnished to you. The Company and
the Guarantor will next file with the Commission either (x) a
final prospectus supplement relating to the Securities in
accordance with Rules 430A and 424(b)(1) or (4), or (y) prior
to the effectiveness of such registration statement, an
amendment to such registration statement, including the form
of final prospectus supplement. In the case of clause (x), the
Company and the Guarantor included in such registration
statement, as amended at the Effective Date, all information
(other than Rule 430A Information) required by the Act and the
rules thereunder to be included in the Final Prospectus with
respect to the Securities and the offering thereof. As filed,
such final prospectus supplement or such amendment and form of
final prospectus supplement shall contain all Rule 430A
Information, together with all other such required
information, with respect to the Securities and the offering
thereof and, except to the extent the Representatives shall
agree in writing to a modification, shall be in all
substantive respects in the form furnished to you prior to the
Execution Time or, to the extent not completed at the
Execution Time, shall contain only such specific additional
information and other changes (beyond that contained in the
Basic Prospectus and any Preliminary Final Prospectus) as the
Company has advised you, prior to the Execution Time, will be
included or made therein.
(b) On the Effective Date, the Registration Statement did or
will, and when the Final Prospectus is first filed (if required) in
accordance with Rule 424(b) and on the Closing Date, the Final
Prospectus (and any supplement thereto) will, comply in all material
respects with the applicable requirements of the Act and the Securities
Exchange Act of 1934 (the "Exchange Act") and the respective rules
thereunder; on the Effective Date, the Registration Statement did not
or will not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in
order to make the statements therein not misleading; and, on the
Effective Date, the Final Prospectus, if not filed pursuant to Rule
424(b), did not or will not, and on the date of any filing pursuant to
Rule 424(b) and on the Closing Date, the Final Prospectus (together
with any supplement thereto) will not, include any untrue statement of
a material fact or omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however, that the
Company and the Guarantor make no representations or warranties as to
(i) that part of the Registration Statement which shall constitute the
Statement of Eligibility and Qualification (Form T-1) under the Trust
Indenture Act of the Trustee or (ii) the information contained in or
omitted from the Registration Statement or the Final Prospectus (or any
supplement thereto) in reliance upon and in conformity with information
furnished in writing to the Company or the Guarantor by or on behalf of
any Underwriter through the Representatives specifically for use in
connection with the preparation of the Registration Statement or the
Final Prospectus (or any supplement thereto).
(c) The terms that follow, when used in this Agreement, shall
have the meanings indicated. The term "the Effective Date" shall mean
each date that the Registration Statement and any post effective
amendment or amendments thereto became or become effective. "Execution
Time" shall mean the date and time that this Agreement is executed and
delivered by the parties hereto. "Basic Prospectus" shall mean the
prospectus referred to in paragraph (a) above contained in the
Registration Statement at the Effective Date including, in the case of
a Non-Delayed Offering, any Preliminary Final Prospectus. "Preliminary
Final Prospectus" shall mean any preliminary prospectus supplement to
the Basic Prospectus which describes the Securities and the offering
2
<PAGE> 3
thereof and is used prior to filing of the Final Prospectus. "Final
Prospectus" shall mean the prospectus supplement relating to the
Securities that is first filed pursuant to Rule 424(b) after the
Execution Time, together with the Basic Prospectus or, if, in the case
of a Non-Delayed Offering, no filing pursuant to Rule 424(b) is
required, shall mean the form of final prospectus relating to the
Securities, including the Basic Prospectus, included in the
Registration Statement at the Effective Date. "Registration Statement"
shall mean the registration statement referred to in paragraph (a)
above, including incorporated documents, exhibits and financial
statements, as amended at the Execution Time (or, if not effective at
the Execution Time, in the form in which it shall become effective)
and, in the event any post effective amendment thereto becomes
effective prior to the Closing Date (as hereinafter defined), shall
also mean such registration statement as so amended. Such term shall
include any Rule 430A Information deemed to be included therein at the
Effective Date as provided by Rule 430A. "Rule 415," "Rule 424," "Rule
430A" and "Regulation S-K" refer to such rules or regulation under the
Act. "Rule 430A Information" means information with respect to the
Securities and the offering thereof permitted to be omitted from the
Registration Statement when it becomes effective pursuant to Rule 430A.
Any reference herein to the Registration Statement, the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus
shall be deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 which were filed
under the Exchange Act on or before the Effective Date of the
Registration Statement or the issue date of the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus, as the case may
be; and any reference herein to the terms "amend," "amendment" or
"supplement" with respect to the Registration Statement, the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus
shall be deemed to refer to and include the filing of any document
under the Exchange Act after the Effective Date of the Registration
Statement or the issue date of the Basic Prospectus, any Preliminary
Final Prospectus or the Final Prospectus, as the case may be, deemed to
be incorporated therein by reference. A "Non-Delayed Offering" shall
mean an offering of securities which is intended to commence promptly
after the effective date of a registration statement, with the result
that, pursuant to Rules 415 and 430A, all information (other than Rule
430A Information) with respect to the securities so offered must be
included in such registration statement at the effective date thereof.
A "Delayed Offering" shall mean an offering of securities pursuant to
Rule 415 which does not commence promptly after the effective date of a
registration statement, with the result that only information required
pursuant to Rule 415 need be included in such registration statement at
the effective date thereof with respect to the securities so offered.
Whether the offering of the Securities is a Non-Delayed Offering or a
Delayed Offering shall be set forth in Schedule I hereto.
2. PURCHASE AND SALE. Subject to the terms and
conditions and in reliance upon the representations and warranties herein set
forth, the Company agrees to, and the Guarantor agrees to cause the Company to,
sell to each Underwriter, and each Underwriter agrees, severally and not
jointly, to purchase from the Company, at the purchase price set forth in
Schedule I hereto the number of shares of the Securities set forth opposite such
Underwriter's name in Schedule II hereto, except that, if Schedule I hereto
provides for the sale of Securities pursuant to delayed delivery arrangements,
the respective principal amounts of Securities to be purchased by the
Underwriters shall be as set forth in Schedule II hereto less the respective
amounts of Contract Securities determined as provided below. Securities to be
purchased by the Underwriters are herein sometimes called the "Underwriters'
Securities" and Securities to be purchased pursuant to Delayed Delivery
Contracts as hereinafter provided are herein called "Contract Securities."
If so provided in Schedule I hereto, the Underwriters are
authorized to solicit offers to purchase Securities from the Company pursuant to
delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the
form of Schedule III hereto but with such changes therein as the Company and the
Guarantor may authorize or approve. The Underwriters will endeavor to make such
arrangements and, as compensation therefor, the Company will pay, and the
Guarantor will cause the Company to pay, to the Representatives, for the account
of the Underwriters, on the Closing Date, the percentage set forth in Schedule I
hereto of the principal amount of the Securities for which Delayed Delivery
Contracts are made. Delayed Delivery Contracts are to be with institutional
investors, including commercial and savings banks, insurance companies, pension
funds, investment companies and educational and charitable institutions. The
Company will enter into, and the Guarantor will cause the Company to enter into,
Delayed Delivery
3
<PAGE> 4
Contracts in all cases where sales of Contract Securities arranged by the
Underwriters have been approved by the Company but, except as the Company may
otherwise agree, each such Delayed Delivery Contract must be for not less than
the minimum principal amount set forth in Schedule I hereto and the aggregate
principal amount of Contract Securities may not exceed the maximum aggregate
principal amount set forth in Schedule I hereto. The Underwriters will not have
any responsibility in respect of the validity or performance of Delayed Delivery
Contracts. The principal amount of Securities to be purchased by each
Underwriter as set forth in Schedule II hereto shall be reduced by an amount
which shall bear the same proportion to the total principal amount of Contract
Securities as the principal amount of Securities set forth opposite the name of
such Underwriter bears to the aggregate principal amount set forth in Schedule
II hereto, except to the extent that you determine that such reduction shall be
otherwise than in such proportion and so advise the Company in writing;
PROVIDED, HOWEVER, that the total principal amount of Securities to be purchased
by all Underwriters shall be the aggregate principal amount set forth in
Schedule II hereto less the aggregate principal amount of Contract Securities.
3. DELIVERY AND PAYMENT. Delivery of and payment for the
Underwriters' Securities shall be made on the date and at the time specified in
Schedule I hereto (or such later date not later than five business days after
such specified date as the Representatives shall designate), which date and time
may be postponed by agreement among the Representatives, the Company and the
Guarantor or as provided in Section 8 hereof (such date and time of delivery and
payment for the Underwriters' Securities being herein called the "Closing
Date"). Delivery of the Underwriters' Securities shall be made to the
Representatives for the respective accounts of the several Underwriters against
payment by the several Underwriters through the Representatives of the purchase
price thereof to or upon the order of the Company by wire transfer of
immediately available funds. Delivery of the Underwriters' Securities shall be
made at such location in The City of New York as the Representatives shall
reasonably designate at least one business day in advance of the Closing Date
and payment for the Securities shall be made at the office specified in Schedule
I hereto. Certificates for the Underwriters' Securities shall be registered in
such names (including the nominee for any depositary which will hold Securities
to be established for "book entry" issuance and transfer) and in such
denominations as the Representatives may request not less than two full business
days in advance of the Closing Date.
The Company and the Guarantor agree to have the Underwriters'
Securities available for inspection, checking and packaging by the
Representatives in New York, New York, not later than 1:00 p.m.
on the business day prior to the Closing Date.
4. AGREEMENTS. The Company and the Guarantor jointly and
severally agree with the several Underwriters that:
(a) The Company and the Guarantor will use their best efforts
to cause the Registration Statement, if not effective at the Execution
Time, and any amendment thereto, to become effective. Prior to the
termination of the offering of the Securities, the Company and the
Guarantor will not file any amendment to the Registration Statement or
supplement (including the Final Prospectus or any Preliminary Final
Prospectus) to the Basic Prospectus unless the Company and the
Guarantor have furnished you a copy for your review prior to filing and
will not file any such proposed amendment or supplement to which you
reasonably object. Subject to the foregoing sentence, the Company and
the Guarantor will cause the Final Prospectus, properly completed, and
any supplement thereto to be filed with the Commission pursuant to the
applicable paragraph of Rule 424(b) within the time period prescribed
and will provide evidence satisfactory to the Representatives of such
timely filing. The Company and the Guarantor will promptly advise the
Representatives (i) when the Registration Statement, if not effective
at the Execution Time, and any amendment thereto, shall have become
effective, (ii) when the Final Prospectus, and any supplement thereto,
shall have been filed with the Commission pursuant to Rule 424(b),
(iii) when, prior to termination of the offering of the Securities, any
amendment to the Registration Statement shall have been filed or become
effective, (iv) of any request by the Commission for any amendment of
the Registration Statement or supplement to the Final Prospectus or for
any additional information, (v) of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration
Statement or the institution or threatening of any proceeding for
4
<PAGE> 5
that purpose and (vi) of the receipt by the Company or the Guarantor of
any notification with respect to the suspension of the qualification of
the Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose. The Company and the
Guarantor will use their best efforts to prevent the issuance of any
such stop order and, if issued, to obtain as soon as possible the
withdrawal thereof.
(b) If, at any time when a prospectus relating to the
Securities is required to be delivered under the Act, any event occurs
as a result of which the Final Prospectus as then supplemented would
include any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein in the light of
the circumstances under which they were made not misleading, or if it
shall be necessary to amend the Registration Statement or supplement
the Final Prospectus to comply with the Act or the Exchange Act or the
respective rules thereunder, the Company and the Guarantor promptly
will prepare and file with the Commission, subject to the second
sentence of paragraph (a) of this Section 4, an amendment or supplement
which will correct such statement or omission or effect such
compliance.
(c) As soon as practicable, the Guarantor will make generally
available to its security holders and to the Representatives an
earnings statement or statements of the Guarantor and its subsidiaries
which will satisfy the provisions of Section 11(a) of the Act and Rule
158 under the Act.
(d) The Company and the Guarantor will furnish to the
Representatives and counsel for the Underwriters, without charge,
copies of the Registration Statement (including exhibits thereto) and,
so long as delivery of a prospectus by an Underwriter or dealer may be
required by the Act, as many copies of any Preliminary Final Prospectus
and the Final Prospectus and any supplement thereto as the
Representatives may reasonably request. The Company and the Guarantor
will pay the expenses of printing or other production of all documents
relating to the offering.
(e) The Company and the Guarantor will use their best efforts
to arrange for the qualification of the Securities for sale under the
laws of such jurisdictions as the Representatives may designate, will
maintain such qualifications in effect so long as required for the
distribution of the Securities and will arrange for the determination
of the legality of the Securities for purchase by institutional
investors; provided, however, that neither the Company nor the
Guarantor shall be required to qualify to do business in any
jurisdiction where it is not now qualified or to take any action which
would subject it to general or unlimited service of process in any
jurisdiction where they are not now subject.
(f) Until the business day following the Closing Date, the
Company and the Guarantor will not, without the consent of the
Representatives, offer, sell or contract to sell, or announce the
offering of, any debt securities covered by the Registration Statement
or any other registration statement filed under the Act.
5. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS.
The obligations of the Underwriters to purchase the Underwriters' Securities
shall be subject to the accuracy in all material respects of the representations
and warranties on the part of the Company and the Guarantor contained herein as
of the Execution Time and the Closing Date, to the accuracy in all material
respects of the statements of the Company and the Guarantor made in any
certificates pursuant to the provisions hereof, to the performance in all
material respects by the Company and the Guarantor of their obligations
hereunder and to the following additional conditions:
(a) If the Registration Statement has not become effective
prior to the Execution Time, unless the Representatives agree in
writing to a later time, the Registration Statement will become
effective not later than (i) 6:00 p.m. New York City time, on the date
of determination of the public offering price, if such determination
occurred at or prior to 3:00 p.m. New York City time on such date or
(ii) 12:00 Noon on the business day following the day on which the
public offering
5
<PAGE> 6
price was determined, if such determination occurred after 3:00 p.m.
New York City time on such date; if filing of the Final Prospectus, or
any supplement thereto, is required pursuant to Rule 424(b), the Final
Prospectus, and any such supplement, shall have been filed in the
manner and within the time period required by Rule 424(b); and no stop
order suspending the effectiveness of the Registration Statement shall
have been issued and no proceedings for that purpose shall have been
instituted or threatened.
(b) The Company and the Guarantor shall have furnished to the
Representatives the opinion of [_____________], Esq., Counsel of the
Guarantor, dated the Closing Date, to the effect that:
(i) Each of the Company and the Guarantor is a
corporation validly organized and presently subsisting under
the laws of the Commonwealth of Pennsylvania with all
requisite corporate power and authority to own its properties
and conduct its business as described in the Final Prospectus,
except for such power and authority the absence of which would
not have a material adverse effect on the Guarantor or the
Company, as the case may be; and the Guarantor is duly
registered as a bank holding company under the Bank Holding
Company Act of 1956, as amended;
(ii) PNC Bank, National Association ("PNC Bank,
N.A.") is a national banking organization validly existing in
good standing under the laws of the United States, with all
requisite corporate power and authority to own, lease and
operate its properties and conduct its business as described
in the Final Prospectus, except for such power and authority
the absence of which would not have a material adverse effect
on PNC Bank, N.A.;
(iii) all the outstanding shares of capital stock of
PNC Bank, N.A. have been duly and validly authorized and
issued and (except as provided in 12 U.S.C. Section 55) are
fully paid and nonassessable, and, except as otherwise set
forth in the Final Prospectus, all outstanding shares of
capital stock of PNC Bank, N.A. are owned by the Guarantor
either directly or through wholly owned subsidiaries free and
clear of any perfected security interest and, to the knowledge
of such counsel, any other security interests, claims, liens
or encumbrances;
(iv) the Guarantor's authorized equity
capitalization, if set forth in the Final Prospectus, is as
set forth in the Final Prospectus; the Securities conform in
all material respects to the description thereof contained in
the Final Prospectus; and, if the Securities are to be listed
on any stock exchange, authorization therefor has been given,
subject to official notice of issuance and evidence of
satisfactory distribution, or the Company and the Guarantor
have filed a preliminary listing application and all required
supporting documents with respect to the Securities with such
stock exchange and nothing has caused such counsel to believe
that the Securities will not be authorized for listing,
subject to official notice of issuance and evidence of
satisfactory distribution;
(v) the Indenture has been duly authorized, executed
and delivered, has been duly qualified under the Trust
Indenture Act, and constitutes a legal, valid and binding
instrument enforceable against the Company in accordance with
its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, receivership, readjustment
of debt, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights
generally or general equitable principles (whether considered
in a proceeding in equity or at law); and the Securities have
been duly authorized and, when executed and authenticated in
accordance with the provisions of the Indenture and delivered
to and paid for by the Underwriters pursuant to this
Agreement, in the case of the Underwriters' Securities, or by
the purchasers thereof pursuant to Delayed Delivery Contracts,
in the case of any Contract Securities, will constitute legal,
valid and
6
<PAGE> 7
binding obligations of the Company and the Guarantor entitled
to the benefits of the Indenture;
(vi) to the best knowledge of such counsel, there is
no pending or threatened action, suit or proceeding before any
court or governmental agency, authority or body or any
arbitrator involving the Guarantor or any of its subsidiaries,
of a character required to be disclosed in the Registration
Statement which is not adequately disclosed in the Final
Prospectus, and there is no franchise, contract or other
document of a character required to be described in the
Registration Statement or Final Prospectus, or to be filed as
an exhibit, which is not described or filed as required; and
the statements included or incorporated in the Final
Prospectus describing any legal proceedings or material
contracts or agreements relating to the Guarantor or any of
its subsidiaries fairly summarize such matters in all material
respects;
(vii) the Registration Statement has become effective
under the Act; any required filing of the Basic Prospectus,
any Preliminary Final Prospectus and the Final Prospectus, and
any supplements thereto, pursuant to Rule 424(b) has been made
in the manner and within the time period required by Rule
424(b); to the best knowledge of such counsel, no stop order
suspending the effectiveness of the Registration Statement has
been issued, no proceedings for that purpose have been
instituted or threatened, and the Registration Statement and
the Final Prospectus (other than the financial statements and
other financial and statistical information contained or
incorporated therein, and that part of the Registration
Statement which constitutes the Statement of Eligibility and
Qualification (Form T-1) of the Trustee under the Trust
Indenture Act, as to which such counsel need express no
opinion) comply as to form in all material respects with the
applicable requirements of that Act and the Exchange Act and
the respective rules thereunder; and nothing has come to the
attention of such counsel that has caused such counsel to
believe that at the Effective Date the Registration Statement
contained any untrue statement of a material fact or omitted
to state any material fact required to be stated therein or
necessary to make the statements therein not misleading or
that the Final Prospectus includes any untrue statement of a
material fact or omits to state a material fact necessary to
make the statements therein, in the light of the circumstances
under which they were made, not misleading except that such
counsel does not express any opinion or belief as to the
financial statements or schedules or other data of a
statistical or financial nature included or incorporated
therein or as to that part of the Registration Statement which
constitutes the Statement of Eligibility and Qualification
(Form T-1) of the Trustee under the Trust Indenture Act;
(viii) this Agreement and any Delayed Delivery
Contracts have been duly authorized, executed and delivered by
the Company and the Guarantor;
(ix) no consent, approval, authorization or order of
any court or governmental agency or body is required for the
consummation of the transactions contemplated herein or in any
Delayed Delivery Contracts, except such as have been obtained
under the Act and such as may be required under the blue sky
laws of any jurisdiction in connection with the purchase and
distribution of the Securities by the Underwriters and such
other approvals (specified in such opinion) as have been
obtained;
(x) neither the issue and sale of the Securities, nor
the consummation of any other of the transactions herein
contemplated nor the fulfillment of the terms hereof or of any
Delayed Delivery Contracts will (A) violate the charter or
by-laws of the Company or the Guarantor, or (B) violate,
result in a breach of, or constitute a default under the terms
of any material indenture or other material agreement or
instrument known to such counsel and to which the Company, the
Guarantor or PNC Bank, N.A. is a party or bound, or (C)
violate any material order or regulation known to such counsel
to be applicable to the Company, the Guarantor or PNC Bank,
N.A. of any court, regulatory body, administrative
7
<PAGE> 8
agency, governmental body or arbitrator having jurisdiction
over the Company, or the Guarantor or PNC Bank, N.A.; and
(xi) no holders of securities of the Company have
rights to the registration of such securities under the
Registration Statement.
In rendering such opinion, such counsel will opine only as to matters
involving the application of the laws of the Commonwealth of
Pennsylvania or the United States and may rely (A) as to matters
involving the application of laws of any jurisdiction other than the
Commonwealth of Pennsylvania or the United States, to the extent deemed
proper and specified in such opinion, upon the opinion of other counsel
of good standing believed to be reliable and who are reasonably
satisfactory to counsel for the Underwriters, except that it will not
be required that such counsel obtain an opinion of New York counsel as
to matters of New York law in order to render such opinion or that such
counsel express an opinion as to matters arising under the laws of any
jurisdiction other than the laws of the Commonwealth of Pennsylvania
and matters of federal law arising under the laws of the United States
of America, and (B) as to matters of fact, to the extent deemed proper,
on certificates of responsible officers of the Company or the Guarantor
and public officials. References to the Final Prospectus in this
paragraph (b) include any supplements thereto at the Closing Date.
(c) The Representatives shall have received from Cravath,
Swaine & Moore, counsel for the Underwriters, such opinion or opinions,
dated the Closing Date, with respect to the issuance and sale of the
Securities, any Delayed Delivery Contracts, the Registration Statement,
the Final Prospectus (together with any supplement thereto) and other
related matters as the Representatives may reasonably require, and the
Company shall have furnished to such counsel such documents as they
reasonably request for the purpose of enabling them to pass upon such
matters.
(d) The Guarantor shall have furnished to the Representatives
a certificate of the Guarantor, signed by the Chairman of the Board,
the President, a Vice Chairman of the Board or any Executive or Senior
Vice President and the principal financial or accounting officer of the
Guarantor, dated the Closing Date, to the effect that the signers of
such certificate have carefully examined the Registration Statement,
the Final Prospectus, any supplement to the Final Prospectus and this
Agreement and that:
(i) the representations and warranties of the Company
and the Guarantor in this Agreement are true and correct in
all material respects on and as of the Closing Date with the
same effect as if made on the Closing Date and the Company and
the Guarantor have complied in all material respects with all
the agreements and satisfied in all material respects all the
conditions on its part to be performed or satisfied at or
prior to the Closing Date;
(ii) no stop order suspending the effectiveness of
the Registration Statement has been issued and no proceedings
for that purpose have been instituted or, to the Guarantor's
knowledge, threatened; and
(iii) since the date of the most recent financial
statements included in the Final Prospectus (exclusive of any
supplement thereto), there has been no material adverse change
in the condition (financial or other), earnings, business or
properties of the Guarantor and its subsidiaries taken as a
whole, whether or not arising from transactions in the
ordinary course of business, except as set forth in or
contemplated in the Final Prospectus (exclusive of any
supplement thereto).
(e) At the Closing Date, Ernst & Young shall have furnished to
the Representatives a letter or letters (which may refer to letters
previously delivered to one or more of the Representatives), dated as
of the Closing Date, in form and substance satisfactory to the
Representatives, confirming that they are independent accountants
within the meaning of the Act
8
<PAGE> 9
and the Exchange Act and the respective applicable published rules and
regulations thereunder and stating in effect that:
(i) in their opinion the audited consolidated
financial statements and financial statement schedules
included or incorporated in the Registration Statement and the
Final Prospectus and reported on by them comply in form in all
material respects with the applicable accounting requirements
of the Act and the Exchange Act and the related published
rules and regulations;
(ii) on the basis of a reading of the latest
unaudited consolidated financial statements made available by
the Guarantor and its subsidiaries; carrying out certain
specified procedures (but not an audit in accordance with
generally accepted auditing standards) which would not
necessarily reveal matters of significance with respect to the
comments set forth in such letter; a reading of the minutes of
the meetings of the shareholders and directors of the
Guarantor and the audit and executive committees thereof and
inquiries of certain officials of the Guarantor who have
responsibility for financial and accounting matters of the
Guarantor and its subsidiaries as to transactions and events
subsequent to the date of the most recent audited consolidated
financial statements in or incorporated in the Final
Prospectus, nothing came to their attention which caused them
to believe that: (1) any unaudited consolidated financial
statements included or incorporated in the Registration
Statement and the Final Prospectus do not comply in form in
all material respects with applicable accounting requirements
and with the published rules and regulations of the Commission
with respect to the financial statements included or
incorporated in quarterly reports on Form 10-Q under the
Exchange Act; and said unaudited consolidated financial
statements are not in conformity with generally accepted
accounting principles applied on a basis substantially
consistent with that of the audited consolidated financial
statements included or incorporated in the Registration
Statement and the Final Prospectus; or (2) with respect to the
period subsequent to the date of the most recent audited
consolidated financial statements incorporated in the
Registration Statement and the Final Prospectus, there were,
at a specified date not more than five business days prior to
the date of the letter, any increases in borrowed funds of the
Guarantor and its subsidiaries or any decreases in the capital
stock (defined as each of the individual dollar amounts of
preferred stock, common stock, and capital surplus) of the
Guarantor or the stockholders' equity of the Guarantor as
compared with the amounts shown on the most recent
consolidated balance sheet incorporated in the Registration
Statement and the Final Prospectus, or for the period from the
date of the most recent audited or unaudited consolidated
financial statements incorporated in the Registration
Statement and the Final Prospectus to such specified date
there were any decreases, as compared with the corresponding
period in the preceding year, in total or per share amounts of
consolidated net income of the Guarantor or consolidated net
interest income except in all instances for changes or
decreases set forth in such letter, in which case the letter
shall be accompanied by an explanation by the Guarantor as to
the significance thereof unless said explanation is not deemed
necessary by the Representative; and
(iii) they have performed certain other specified
procedures as a result of which they determined that certain
information of an accounting, financial or statistical nature
(which is limited to accounting, financial or statistical
information derived from the general accounting records of the
Guarantor and its subsidiaries) set forth in the Registration
Statement and the Final Prospectus, including the information
included or incorporated in Items 1, 5, 6 and 7 of the
Guarantor's Annual Report on Form 10-K for the most recent
fiscal year incorporated in the Registration Statement and the
Final Prospectus, and the information included in the
"Management's Discussion and Analysis of Financial Condition
and Results of Operations" included or incorporated in the
Guarantor's Quarterly Reports on Form 10-Q, incorporated in
the Registration Statement and Final Prospectus, agrees with
the accounting records of the Guarantor and its subsidiaries,
excluding any questions of legal interpretation.
9
<PAGE> 10
References to the Final Prospectus in this paragraph
(e) include any supplement thereto at the date of the letter.
If provided for in Schedule I hereto, at the
Execution Time, Ernst & Young shall have furnished to the
Representatives a letter or letters, dated as of the Execution Time, in
form and substance satisfactory to the Representatives, to the effect
set forth above.
(f) Subsequent to the Execution Time or, if earlier, the dates
as of which information is given in the Registration Statement
(exclusive of any amendment thereof) and the Final Prospectus
(exclusive of any supplement thereto), there shall not have been (i)
any change or decrease specified in the letter or letters referred to
in paragraph (e) of this Section 5 or (ii) any change, or any
development involving a prospective change, in or affecting the
business or properties of the Guarantor and its subsidiaries the effect
of which, in any case referred to in clause (i) or (ii) above, is, in
the judgment of the Representatives, so material and adverse as to make
it impractical or inadvisable to proceed with the offering or the
delivery of the Securities as contemplated by the Registration
Statement (exclusive of any amendment thereof) and the Final Prospectus
(exclusive of any supplement thereto).
(g) Subsequent to the Execution Time, there shall not have
been any decrease in the ratings of any of the Guarantor's debt
securities by Moody's Investors Service, Inc., or Standard & Poor's
Corporation, or any public announcement that any such organization has
under surveillance or review their ratings of any of the Guarantor's
debt securities (other than an announcement with positive implications
of a possible upgrading, and no implication of a possible downgrading,
of such rating), and if, in any such case, the effect thereof in the
judgment of the Representatives makes it impracticable or inadvisable
to proceed with the purchase of the Securities.
(h) Prior to the Closing Date, the Company and the Guarantor
shall have furnished to the Representatives such further information,
certificates and documents as the Representatives may reasonably
request in connection with the offering of the Securities.
(i) The Company and the Guarantor shall have accepted Delayed
Delivery Contracts in any case where sales of Contract Securities
arranged by the Underwriters have been approved by the Company.
If any of the conditions specified in this Section 5 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder may be canceled at,
or at any time prior to, the Closing Date by the Representatives. Notice of such
cancellation shall be given to the Company in writing or by telephone or
telegraph confirmed in writing.
6. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If the sale
of the Securities provided for herein is not consummated because any condition
to the obligations of the Underwriters set forth in Section 5 hereof is not
satisfied, because of any termination pursuant to Section 9 hereof or because of
any refusal, inability or failure on the part of the Company or the Guarantor to
perform any agreement herein or comply with any provision hereof other than by
reason of a default by any of the Underwriters, the Company and the Guarantor
will reimburse the Underwriters severally upon demand for all reasonable
out-of-pocket expenses (including reasonable fees and disbursements of counsel)
that shall have been incurred by them in connection with the proposed purchase
and sale of the Securities. In no event shall the Company or the Guarantor be
liable to the Underwriters for loss of anticipated profits from the transactions
contemplated by this Agreement.
7. INDEMNIFICATION AND CONTRIBUTION. (a) The Company and
the Guarantor agree to indemnify and hold harmless each Underwriter and each
person who controls any Underwriter within the meaning of either the Act or the
Exchange Act against any and all losses, claims, damages or liabilities, joint
or
10
<PAGE> 11
several, to which they or any of them may become subject under the Act, the
Exchange Act or other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in the registration
statement for the registration of the Securities as originally filed or in any
amendment thereof, or in the Basic Prospectus, any Preliminary Final Prospectus
or the Final Prospectus, or in any amendment thereof or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, and agrees to reimburse each such indemnified
party, as incurred, for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that (i) the Company and the Guarantor
will not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission made therein in
reliance upon and in conformity with written information furnished to the
Company and the Guarantor by or on behalf of any Underwriter through the
Representatives specifically for use in connection with the preparation thereof,
or that part of the Registration Statement constituting the "Statement of
Eligibility and Qualification" (Form T-1) of the Trustee under the Trust
Indenture Act, and (ii) such indemnity with respect to the Basic Prospectus or
any Preliminary Final Prospectus shall not inure to the benefit of any
Underwriter (or any person controlling such Underwriter) from whom the person
asserting any such loss, claim, damage or liability purchased the Securities
which are the subject thereof if such person did not receive a copy of the Final
Prospectus (or the Final Prospectus as supplemented) excluding documents
incorporated therein by reference at or prior to the confirmation of the sale of
such Securities, if any, to such person in any case where such delivery is
required by the Act and the untrue statement or omission of a material fact
contained in the Basic Prospectus or any Preliminary Final Prospectus was
corrected in the Final Prospectus (or the Final Prospectus as supplemented).
This indemnity agreement will be in addition to any liability which the Company
and the Guarantor may otherwise have.
(b) Each Underwriter severally agrees to indemnify and
hold harmless the Company and the Guarantor, each of their respective directors,
each of their respective officers who signs the Registration Statement, and each
person who controls the Company or the Guarantor within the meaning of either
the Act or the Exchange Act, to the same extent as the foregoing indemnity from
the Company and the Guarantor to each Underwriter, but only with reference to
written information relating to such Underwriter furnished to the Company and
the Guarantor by or on behalf of such Underwriter through the Representatives
specifically for use in the preparation of the documents referred to in the
foregoing indemnity. This indemnity agreement will be in addition to any
liability which any Underwriter may otherwise have. The Company and the
Guarantor acknowledge that the statements set forth in the last paragraph of the
cover page, and under the heading "Underwriting" or "Plan of Distribution" and,
if Schedule I hereto provides for sales of Securities pursuant to delayed
delivery arrangements, in the last sentence under the heading "Delayed Delivery
Arrangements" in any Preliminary Final Prospectus or the Final Prospectus
constitute the only information furnished in writing by or on behalf of the
several Underwriters for inclusion in the documents referred to in the foregoing
indemnity, and you, as the Representatives, confirm that such statements are
correct.
(c) Promptly after receipt by an indemnified party under
this Section 7 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the indemnifying
party under paragraph (a) or (b) of this Section 7, notify the indemnifying
party in writing of the commencement thereof; but the omission so to notify the
indemnifying party will not relieve it from any liability which it may have to
any indemnified party otherwise than under paragraph (a) or (b) of this Section
7. In case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein, and to the extent that it may
elect by written notice delivered to the indemnified party promptly after
receiving the aforesaid notice from such indemnified party, to assume the
defense thereof, with counsel satisfactory to such indemnified party; PROVIDED,
HOWEVER, that if the defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to those available to
the indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assert such legal defenses and to otherwise
participate in the defense of
11
<PAGE> 12
such action on behalf of such indemnified party or parties. Upon receipt of
notice from the indemnifying party to such indemnified party of its election so
to assume the defense of such action and approval by the indemnified party of
such counsel, the indemnifying party will not be liable to such indemnified
party under this Section 7 for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in accordance with the
proviso to the next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel (plus any local counsel), approved by the Representatives in
the case of paragraph (a) of this Section 7, representing the indemnified
parties under such paragraph (a) who are parties to such action), (ii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of the action or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the expense of
the indemnifying party; and except that, if clause (i) or (iii) is applicable,
such liability shall be only in respect of the counsel referred to in such
clause (i) or (iii).
(d) In order to provide for just and equitable
contribution in circumstances in which the indemnification provided for in
paragraph (a) or (b) of this Section 7 is unavailable, the Company and the
Guarantor, on the one hand, and the Underwriters severally, on the other hand,
shall contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with
investigating or defending same) to which the Company, the Guarantor and one or
more of the Underwriters may be subject in proportion to the relative benefits
received by the Company and the Guarantor on the one hand and the Underwriters
on the other from the offering of the Securities, such that the Underwriters are
responsible for that portion represented by the percentage that the underwriting
discount bears to the sum of such discount and the purchase price of the
Securities specified in Schedule I hereto and the Company and the Guarantor are
responsible for the balance; provided, however, that in no case shall any
Underwriter (except as may be provided in any agreement among underwriters
relating to the offering of the Securities) be responsible for any amount in
excess of the underwriting discount applicable to the Securities purchased by
such Underwriter hereunder. If the allocation provided by the immediately
preceding sentence is unavailable for any reason, the Company and the Guarantor,
on the one hand, and the Underwriters severally, on the other, shall contribute
in such proportion as is appropriate to reflect not only such relative benefits
as described in the immediately preceding sentence but also the relative fault
of the Company and the Guarantor on the one hand and of the Underwriters on the
other in connection with the statements or omissions which resulted in such
losses, claims, damages and liabilities as well as any other relevant equitable
considerations. Relative fault shall be determined by reference to, among other
things, whether any untrue or any alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to information
provided by the Company or the Guarantor on the one hand or the Underwriters on
the other, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. The Company, the Guarantor and the Underwriters agree that it would
not be just and equitable if contribution were determined by pro rata allocation
or any other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this
paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 7, each person who controls an Underwriter within the meaning of
the Act shall have the same rights to contribution as such Underwriter, and each
person who controls the Company within the meaning of either the Act or the
Exchange Act, each officer of the Company and the Guarantor who shall have
signed the Registration Statement and each director of the Company and the
Guarantor shall have the same rights to contribution as the Company and the
Guarantor, subject in each case to the applicable terms and conditions of this
paragraph (d). Any party entitled to contribution will, promptly after receipt
of notice of commencement of any action, suit or proceeding against such party
in respect of which a claim for contribution may be made against another party
or parties under this paragraph (d), notify such party or parties from whom
contribution may be sought, but the omission to so notify such party or parties
shall not relieve the party or parties from whom contribution may be sought from
any other obligation it or they may have hereunder or otherwise than under this
paragraph (d).
8. DEFAULT BY AN UNDERWRITER. If any one or more
Underwriters shall fail to purchase and pay for any of the Securities agreed to
be purchased by such Underwriter or Underwriters hereunder and
12
<PAGE> 13
such failure to purchase shall constitute a default in the performance of its or
their obligations under this Agreement, the remaining Underwriters shall be
obligated severally to take up and pay for (in the respective proportions which
the amount of Securities set forth opposite their names in Schedule II hereto
bears to the aggregate amount of Securities set forth opposite the names of all
the remaining Underwriters) the Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase; provided, however, that in the event
that the aggregate amount of Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase shall exceed 10% of the aggregate
amount of Securities set forth in Schedule II hereto, the remaining Underwriters
shall have the right to purchase all, but shall not be under any obligation to
purchase any, of the Securities, and if such non-defaulting Underwriters do not
purchase all the Securities, this Agreement will terminate without liability to
any non defaulting Underwriter or the Company or the Guarantor. In the event of
a default by any Underwriter as set forth in this Section 8, the Closing Date
shall be postponed for such period, not exceeding seven days, as the
Representatives shall determine in order that the required changes in the
Registration Statement and the Final Prospectus or in any other documents or
arrangements may be effected. Nothing contained in this Agreement shall relieve
any defaulting Underwriter of its liability, if any, to the Company and any
non-defaulting Underwriter for damages occasioned by its default hereunder.
9. TERMINATION. This Agreement shall be subject to
termination in the absolute discretion of the Representatives, by notice given
to the Company and the Guarantor prior to delivery of and payment for the
Securities, if prior to such time (i) trading in the Guarantor's Common Stock
shall have been suspended by the Commission or the New York Stock Exchange or
trading in securities generally on the New York Stock Exchange shall have been
suspended or limited or minimum prices shall have been established on such
Exchange, (ii) a banking moratorium shall have been declared either by Federal,
New York State or Pennsylvania authorities or (iii) there shall have occurred
any outbreak or escalation of hostilities, declaration by the United States of a
national emergency or war or other calamity or crisis the effect of which on
financial markets is such as to make it, in the judgment of the Representatives,
impracticable to market the Securities.
10. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The
respective agreements, representations, warranties, indemnities and other
statements of the Company, the Guarantor or their respective officers and of the
Underwriters set forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation made by or on behalf of any
Underwriter or the Company or the Guarantor or any of the officers, directors or
controlling persons referred to in Section 7 hereof, and will survive delivery
of and payment for the Securities. The provisions of Sections 6 and 7 hereof
shall survive the termination or cancellation of this Agreement.
11. NOTICES. All communications hereunder will be in
writing and effective only on receipt, and, if sent to the Representatives, will
be mailed, delivered or transmitted by any standard form of telecommunication,
at the address specified in Schedule I hereto; or, if sent to the Company or the
Guarantor, will be mailed, delivered or transmitted by any standard form of
telecommunication to it at One PNC Plaza, 249 Fifth Avenue, Pittsburgh,
Pennsylvania 15222, attention of the Senior Vice President and Chief Financial
Officer of the Guarantor.
12. SUCCESSORS. This Agreement will inure to the benefit
of and be binding upon the parties hereto and their respective successors and
the officers and directors and controlling persons referred to in Section 7
hereof, and no other person will have any right or obligation hereunder.
13. APPLICABLE LAW. This Agreement will be governed by and
construed in accordance with the laws of the State of New York.
-- END OF PAGE --
[signatures appear on following page]
13
<PAGE> 14
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company, the Guarantor and the several Underwriters.
Very truly yours,
PNC Funding Corp
By:
---------------------------
Name:
Title:
PNC Bank Corp.
By:
---------------------------
Name:
Title:
Confirmed and accepted,
intending to be legally
bound, as of the date specified
in Schedule I hereto.
By:
By:
----------------------------
Name:
Title:
For itself and the other
several Underwriters, if
any, named in Schedule II
to the foregoing Agreement.
14
<PAGE> 15
SCHEDULE I
Underwriting Agreement dated
Registration Statement No.
Representatives:
Title, Purchase Price and Description of Securities:
Title:
Principal Amount:
Public offering price:
Purchase price:
Sinking fund provisions:
Redemption provisions:
Other provisions:
Closing Date, Time and Location:
Type of Offering:
Delayed Delivery Arrangements:
Fee:
Minimum principal amount of each contract:
Maximum aggregate principal amount of all contracts:
Modification of items to be covered by the letter from Ernst & Young delivered
pursuant to Section 5(e):
<PAGE> 16
SCHEDULE II
Principal Amount
of Securities To
Underwriters Be Purchased
- ------------ ------------
------------
Total ...................
============
<PAGE> 17
SCHEDULE III
[to be included if applicable]
<PAGE> 1
Exhibit 5
[PNC Bank Corp. Letterhead]
October 1, 1999
Board of Directors
PNC Bank Corp.
One PNC Plaza
249 Fifth Avenue
Pittsburgh, PA 15222-2707
Gentlemen:
This opinion is issued in connection with the Registration Statement on Form S-3
(the "Registration Statement") of PNC Bank Corp. (the "Corporation") and PNC
Funding Corp ("PNC Funding") to be filed with the Securities and Exchange
Commission (the "Commission"), relating to the registration under the Securities
Act of 1933, as amended (the "Securities Act"), of unsecured debt securities of
PNC Funding ("Debt Securities"), guaranteed by the Corporation (the
"Guarantees"), shares of the Corporation's common stock, par value $5.00 per
share ("Common Stock"), and shares of the Corporation's preferred stock, par
value $1.00 per share ("Preferred Stock"), with a proposed maximum offering
price for such Debt Securities, Common Stock and Preferred Stock of
$1,500,000,000, plus an undetermined number of shares of Common Stock issuable
upon conversion of the Preferred Stock to the extent any of such shares of
Preferred Stock are by their terms convertible into Common Stock, and an
undetermined number of shares of Preferred Stock in the form of depositary
shares ("Depositary Shares") to be evidenced by depositary receipts to be issued
pursuant to a Deposit Agreement (in the form filed as Exhibit 4.4 to the
Registration Statement, the "Deposit Agreement") in the event the Corporation
elects to offer fractional interests in shares of Preferred Stock. The Common
Stock, the Preferred Stock and the Depositary Shares are collectively referred
to as the "Registered Equity Securities". The Prospectus contained in the
Registration Statement is referred to as the "Basic Prospectus". The term "Total
Prospectus" refers to the Basic Prospectus and the applicable supplement to such
Basic Prospectus with respect to a particular offering of Debt Securities or
Registered Equity Securities.
As Chief Regional Counsel to the Corporation, I have examined (1) the Articles
of Incorporation and By-laws, each as amended to date, of the Corporation; (2)
the Articles of Incorporation and By-laws, each as amended to date, of PNC
Funding; (3) the Indenture dated as of December 1, 1991, as amended and
supplemented by the Supplemental Indenture dated as of February 15, 1993, filed
as Exhibit 4.6 and Exhibit 4.7, respectively (as amended, the "Indenture"),
pursuant to which the Debt Securities and related Guarantees will be issued; (4)
the Deposit Agreement; (5) the Registration Statement, including the Basic
Prospectus and the Exhibits being filed with it and as of this date incorporated
therein by reference; (6) the resolutions adopted by the Corporation's Board of
Directors at a meeting held on August 19, 1999; and (7) the Written
<PAGE> 2
Action of the Board of Directors of PNC Funding dated as of August 19, 1999. I
have also examined such records, certificates and other documents relating to
the Corporation and PNC Funding that I have considered necessary or appropriate
for the purposes of this opinion.
In making such examination and rendering the opinions set forth below, I have
assumed: (i) the genuineness and authenticity of all signatures on original
documents; (ii) the authenticity of all documents submitted to me as originals;
and (iii) the conformity of originals of all documents submitted to me as
certified, telecopied, photostated or reproduced copies and the authenticity of
all originals of such documents.
I am admitted to practice law in the Commonwealth of Pennsylvania and do not
purport to be an expert on or to express any opinion on any laws other than laws
of the Commonwealth of Pennsylvania and the federal securities laws of the
United States of America. This opinion speaks as of today's date and is limited
to present statutes, regulations and judicial interpretations. In rendering this
opinion, I assume no obligation to revise or supplement this opinion should the
present laws be changed by legislative or regulatory action, judicial decision
or otherwise or should the agreements or other documents (or forms thereof) that
I have examined in connection with this opinion hereafter be changed.
With respect to any Common Stock held as treasury shares that may be sold, my
opinion is also subject to the condition that such shares had been validly
issued before they were reacquired by the Corporation and became treasury
shares. With respect to my opinion relating to Depositary Shares, I have assumed
that the Deposit Agreement has been duly authorized, executed and delivered by
the Corporation and the applicable depositary, and that the depositary receipts
have been duly countersigned by a registrar and the applicable depositary in
accordance with the Deposit Agreement. With respect to each of the Common Stock
and Preferred Stock, I have assumed that certificates evidencing such Registered
Equity Securities have been duly countersigned by the applicable registrar and
transfer agent.
Based upon the foregoing, and subject to the qualifications and limitations
stated herein, I am of the opinion that:
(1) When the Registration Statement has become effective in accordance with
applicable law, appropriate corporate action is taken with respect to Registered
Equity Securities being issued and sold, and the Registered Equity Securities
have been issued and sold upon the terms and conditions set forth in the
Registration Statement and the Total Prospectus, with payment having been made
therefor, then such Registered Equity Securities will be validly issued, fully
paid and nonassessable. To the extent such Registered Equity Securities are
shares of Preferred Stock that are convertible into Common Stock, when such
shares are converted pursuant to and in accordance with the terms of the
Preferred Stock, the shares of Common Stock so converted will be validly issued,
fully paid and nonassessable.
(2) When the Registration Statement has become effective in accordance with
applicable law, appropriate corporate action is taken with respect to the Debt
Securities and related Guarantees being issued and sold, and the Debt Securities
and related Guarantees are authenticated and issued pursuant to and in
accordance with the terms and conditions set forth in the Indenture and
delivered and sold as set forth in the Registration Statement and the Total
Prospectus, with payment having been made therefor, then such Debt Securities
and Guarantees will constitute valid and legally binding obligations of PNC
Funding and the Corporation, respectively, except as enforceability is limited
by applicable bankruptcy, insolvency, receivership, readjustment of
<PAGE> 3
debt, fraudulent conveyance, reorganization, moratorium and other laws relating
to or affecting creditors' rights generally or general equitable principles,
whether considered in a proceeding in equity or at law.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to me under the caption "Legal Opinions" in the
Prospectus included in Part I of the Registration Statement. In giving such
consent, I do not thereby admit that I come within the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ VICTOR M. DIBATTISTA
Victor M. DiBattista
Chief Regional Counsel
<PAGE> 1
PNC Bank Corp. and Subsidiaries
Computation of Ratio of Earnings Exhibit 12.1
to Fixed Charges
<TABLE>
<CAPTION>
Year ended December 31
Six months ended
---------------------------------------------------------------------------
Dollars in millions June 30, 1999 1998 1997 1996 1995 1994
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
EARNINGS
Income before taxes and
cumulative effect of changes
in accounting principles $ 967 $1,710 $1,618 $1,527 $ 627 $1,209
Fixed charges excluding interest
on deposits 602 1,366 1,171 1,098 1,487 1,104
-----------------------------------------------------------------------------------------
Subtotal 1,569 3,076 2,789 2,625 2,114 2,313
Interest on deposits 684 1,471 1,457 1,428 1,552 1,160
-----------------------------------------------------------------------------------------
Total $2,253 $4,547 $4,246 $4,053 $3,666 $3,473
===============================================================================================================================
FIXED CHARGES
Interest on borrowed funds $ 545 $1,267 $1,098 $1,065 $1,454 $1,071
Interest component of rentals 25 37 29 31 32 32
Amortization of notes and
debentures 2 1 1 1 1
Distributions on mandatorily
redeemable capital securities 32 60 43 1
-------------------------------------------------------------------------------------------
Subtotal 602 1,366 1,171 1,098 1,487 1,104
Interest on deposits 684 1,471 1,457 1,428 1,552 1,160
-------------------------------------------------------------------------------------------
Total $1,286 $2,837 $2,628 $2,526 $3,039 $2,264
===============================================================================================================================
RATIO OF EARNINGS TO FIXED CHARGES
Excluding interest on deposits 2.61x 2.25x 2.38x 2.39x 1.42x 2.10x
Including interest on deposits 1.75 1.60 1.62 1.60 1.21 1.53
===============================================================================================================================
</TABLE>
<PAGE> 1
PNC Bank Corp. and Subsidiaries Exhibit 12.2
Computation of Ratio of Earnings
to Fixed Charges and
Preferred Stock Dividends
<TABLE>
<CAPTION>
Year ended December 31
Six months ended
------------------------------------------------------------------------
Dollars in millions June 30, 1999 1998 1997 1996 1995 1994
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
EARNINGS
Income before taxes and
cumulative effect of changes
in accounting principles $967 $1,710 $1,618 $1,527 $627 $1,209
Fixed charges and preferred
stock dividends excluding
interest on deposits 617 1,395 1,201 1,106 1,492 1,112
- -------------------------------------------------------------------------------------------------------------------------------
Subtotal 1,584 3,105 2,819 2,633 2,119 2,321
Interest on deposits 684 1,471 1,457 1,428 1,552 1,160
- -------------------------------------------------------------------------------------------------------------------------------
Total $2,268 $4,576 $4,276 $4,061 $3,671 $3,481
===============================================================================================================================
FIXED CHARGES
Interest on borrowed funds $545 $1,267 $1,098 $1,065 $1,454 $1,071
Interest component of rentals 25 37 29 31 32 32
Amortization of notes and debentures 2 1 1 1 1
distributions on mandatorily redeemable
Capital Securities of subsidiary trusts 32 60 43 1
Preferred stock dividend requirements 15 29 30 8 5 8
- -------------------------------------------------------------------------------------------------------------------------------
Subtotal 617 1,395 1,201 1,106 1,492 1,112
Interest on deposits 684 1,471 1,457 1,428 1,552 1,160
-------------------------------------------------------------------------------------------
Total $1,301 $2,866 $2,658 $2,534 $3,044 $2,272
===============================================================================================================================
RATIO OF EARNINGS TO
FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS
Excluding interest on deposits 2.57x 2.23x 2.35x 2.38x 1.42x 2.09x
Including interest on deposits 1.74 1.60 1.61 1.60 1.21 1.53
===============================================================================================================================
</TABLE>
<PAGE> 1
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3, and related Prospectus of PNC Bank Corp.
and PNC Funding Corp for the registration of $1,500,000,000 of common stock,
preferred stock, guarantees, depositary shares, and debt securities and to the
incorporation by reference therein of our report dated January 22, 1999, with
respect to the consolidated financial statements of PNC Bank Corp. incorporated
by reference in its Annual Report on Form 10-K for the year ended December 31,
1998, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Pittsburgh, Pennsylvania
October 1, 1999
<PAGE> 1
Exhibit 24.1
POWER OF ATTORNEY
PNC Bank Corp.
Shelf Registration
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors and/or
Officers of PNC Bank Corp. (the "Corporation"), a Pennsylvania corporation,
hereby names, constitutes and appoints Randall C. King or Thomas R. Moore, or
either of them, individually, with full power of substitution, such person's
true and lawful attorney-in-fact and agent to execute in such person's name,
place and stead, in any and all capacities, a Registration Statement on Form S-3
(or other appropriate form) for the registration under the Securities Act of
1933, as amended, of (i) guarantees by the Corporation of PNC Funding Corp's
unsecured debt securities ("Debt Securities"), which Registration Statement
shall also relate to such Debt Securities, (ii) shares of the Corporation's
common stock, par value $5 per share ("Common Stock"), and (iii) shares of the
Corporation's preferred stock, par value $1 per share ("Preferred Stock"), with
a proposed maximum aggregate offering price for such Debt Securities, Common
Stock and Preferred Stock of $1,500,000,000, plus an undetermined number of
shares of the Corporation's Common Stock issuable upon conversion of shares of
the Preferred Stock to the extent any of such shares of Preferred Stock are by
their terms convertible into Common Stock, and an undetermined number of shares
of Preferred Stock in the form of depositary shares to be evidenced by
depositary receipts to be issued pursuant to a deposit agreement in the event
the Corporation elects to offer to the public fractional interests in shares of
Preferred Stock, and to execute in such person's name, place and stead, in any
and all capacities, any and all amendments to said Registration Statement.
And such persons hereby ratify and confirm all that any said attorney-in-fact or
agent, or any substitute, shall lawfully do or cause to be done by virtue
hereof.
Witness the due execution hereof by the following persons in the capacities
indicated as of this August 19, 1999.
Name/Signature Capacity
- ---------------------------- -------------
/s/ THOMAS H. O'BRIEN Chairman, Chief Executive Officer
- ---------------------------- and Director
Thomas H. O'Brien
Director
- ----------------------------
Paul W. Chellgren
/s/ ROBERT N. CLAY Director
- ----------------------------
Robert N. Clay
/s/ GEORGE A. DAVIDSON, JR. Director
- ----------------------------
George A. Davidson, Jr.
/s/ DAVID F. GIRARD-DICARLO Director
- ----------------------------
David F. Girard-diCarlo
/s/ WALTER E. GREGG, JR. Vice Chairman and Director
- ----------------------------
Walter E. Gregg
/s/ WILLIAM R. JOHNSON Director
- ----------------------------
William R. Johnson
<PAGE> 2
/s/ BRUCE LINDSAY Director
- -----------------------------
Bruce Lindsay
/s/ W. CRAIG MCCLELLAND Director
- -----------------------------
W. Craig McClelland
/s/ JANE G. PEPPER Director
- -----------------------------
Jane G. Pepper
/s/ JACKSON H. RANDOLPH Director
- -----------------------------
Jackson H. Randolph
/s/ JAMES E. ROHR President, Chief Operating Officer and
- ----------------------------- Director
James E. Rohr
/s/ RODERIC H. ROSS Director
- -----------------------------
Roderic H. Ross
/s/ RICHARD P. SIMMONS Director
- -----------------------------
Richard P. Simmons
/s/ THOMAS J. USHER Director
- -----------------------------
Thomas J. Usher
/s/ MILTON A. WASHINGTON Director
- -----------------------------
Milton A. Washington
/s/ HELGE H. WEHMEIER Director
- -----------------------------
Helge H. Wehmeier
Power of Attorney - 2
-2-
<PAGE> 1
Exhibit 24.2
POWER OF ATTORNEY
PNC FUNDING CORP
Shelf Registration
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors and/or
Officers of PNC Funding Corp (the "Corporation") hereby names, constitutes and
appoints Randall C. King or Thomas R. Moore, or either of them, individually,
with full power of substitution, such person's true and lawful attorney-in-fact
and agent to execute in such person's name, place and stead, in any and all
capacities, a Registration Statement on Form S-3 (or other appropriate form) for
the registration under the Securities Act of 1933, as amended, of up to
$1,500,000,000 principal amount of the Corporation's unsecured debt securities
(or if any such debt securities are issued at an original issue discount, such
greater amount as shall result in net proceeds of up to $1,500,000,000 to the
Corporation) and guarantees thereon of PNC Bank Corp., and to execute in such
person's name, place and stead, in any and all capacities, any and all
amendments to said Registration Statement.
And such persons hereby ratify and confirm all that any said attorney-in-fact or
agent, or any substitute, shall lawfully do or cause to be done by virtue
hereof.
Witness the due execution hereof by the following person in the capacities
indicated as of this 19th day of August, 1999.
Name/Signature Capacity
- ------------------------------- -------------
/s/ WALTER E. GREGG, JR. Director
- -------------------------------
Walter E. Gregg, Jr.
/s/ ROBERT L. HAUNSCHILD Chairman, President and Director
- -------------------------------
Robert L. Haunschild
/s/ RANDALL C. KING Senior Vice President and Director
- -------------------------------
Randall C. King
/s/ MARIA C. SCHAFFER Vice President and Controller
- -------------------------------
Maria C. Schaffer
<PAGE> 1
Exhibit 24.3
POWER OF ATTORNEY
PNC Bank Corp.
Shelf Registration
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of PNC Bank Corp.
(the "Corporation"), a Pennsylvania corporation, hereby names, constitutes and
appoints Randall C. King or Thomas R. Moore, or either of them, individually,
with full power of substitution, such person's true and lawful attorney-in-fact
and agent to execute in such person's name, place and stead, in any and all
capacities, a Registration Statement on Form S-3 (or other appropriate form) for
the registration under the Securities Act of 1933, as amended, of (i) guarantees
by the Corporation of PNC Funding Corp's unsecured debt securities ("Debt
Securities"), which Registration Statement shall also relate to such Debt
Securities, (ii) shares of the Corporation's common stock, par value $5 per
share ("Common Stock"), and (iii) shares of the Corporation's preferred stock,
par value $1 per share ("Preferred Stock"), with a proposed maximum aggregate
offering price for such Debt Securities, Common Stock and Preferred Stock of
$1,500,000,000, plus an undetermined number of shares of the Corporation's
Common Stock issuable upon conversion of shares of the Preferred Stock to the
extent any of such shares of Preferred Stock are by their terms convertible into
Common Stock, and an undetermined number of shares of Preferred Stock in the
form of depositary shares to be evidenced by depositary receipts to be issued
pursuant to a deposit agreement in the event the Corporation elects to offer to
the public fractional interests in shares of Preferred Stock, and to execute in
such person's name, place and stead, in any and all capacities, any and all
amendments to said Registration Statement.
And such person hereby ratifies and confirms all that any said attorney-in-fact
or agent, or any substitute, shall lawfully do or cause to be done by virtue
hereof.
Witness the due execution hereof by the following person in the capacity
indicated as of the 19th day of August, 1999.
Name/Signature Capacity
- ------------------------- -------------
/s/ PAUL W. CHELLGREN Director
- -------------------------
Paul W. Chellgren
<PAGE> 1
Exhibit 25
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
PNC FUNDING CORPORATION
(Exact name of obligor as specified in its charter)
PENNSYLVANIA 25-1234372
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1600 MARKET ST.
PHILADELPHIA, PENNSYLVANIA 19101
(Address of principal executive offices) (Zip Code)
--------------------------------------
DEBT SECURITIES
(Title of the indenture securities)
-------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
-2-
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 30th day of September, 1999.
THE CHASE MANHATTAN BANK
By /s/WILLIAM G. KEENAN
--------------------------
William G. Keenan
Trust Officer
-3-
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 1999,
in accordance with a call made by the Federal
Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
DOLLAR AMOUNTS
ASSETS IN MILLIONS
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin .......................................... $ 15,364
Interest-bearing balances .................................. 3,811
Securities: ....................................................
Held to maturity securities...................................... 1,084
Available for sale securities.................................... 49,894
Federal funds sold and securities purchased under
agreements to resell ....................................... 27,638
Loans and lease financing receivables:
Loans and leases, net of unearned income $131,839
Less: Allowance for loan and lease losses 2,642
Less: Allocated transfer risk reserve ...... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve ..................................... 129,197
Trading Assets .................................................. 45,483
Premises and fixed assets (including capitalized
leases)..................................................... 3,124
Other real estate owned ......................................... 242
Investments in unconsolidated subsidiaries and
associated companies........................................ 171
Customers' liability to this bank on acceptances
outstanding ................................................ 974
Intangible assets ............................................... 2,017
Other assets .................................................... 12,477
------
TOTAL ASSETS .................................................... $291,476
=========
-4-
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits
In domestic offices ......................................... $102,273
Noninterest-bearing ......................................... $ 39,135
Interest-bearing ............................................ 63,138
In foreign offices, Edge and Agreement,
subsidiaries and IBF's ...................................... 74,586
Noninterest-bearing.......................................... $ 4,221
Interest-bearing ............................................ 70,365
Federal funds purchased and securities sold under agree-
ments to repurchase .............................................. 41,039
Demand notes issued to the U.S. Treasury ......................... 1,000
Trading liabilities .............................................. 32,929
Otherborrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
With a remaining maturity of one year or less ............... 4,353
With a remaining maturity of more than one year
through three years...................................... 14
With a remaining maturity of more than three years........... 92
Bank's liability on acceptances executed and outstanding 974
Subordinated notes and debentures ................................ 5,427
Other liabilities ................................................ 9,684
TOTAL LIABILITIES ................................................ 272,371
-------
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock ..................................................... 1,211
Surplus (exclude all surplus related to preferred stock)......... 11,016
Undivided profits and capital reserves ........................... 7,040
Net unrealized holding gains (losses)
on available-for-sale securities ................................. (179)
Accumulated net gains (losses) on cash flow hedges............... 0
Cumulative foreign currency translation adjustments .............. 17
TOTAL EQUITY CAPITAL ............................................. 19,105
------
TOTAL LIABILITIES AND EQUITY CAPITAL ............................. $291,476
==========
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )
-5-
