PENN ENGINEERING & MANUFACTURING CORP
SC 13G/A, 2000-02-11
BOLTS, NUTS, SCREWS, RIVETS & WASHERS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------
                                  SCHEDULE 13G
                                 (RULE 13D-102)

             INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 7)

                     PENN ENGINEERING & MANUFACTURING CORP.
                     --------------------------------------
                                (Name of Issuer)

                                  Common Stock
                                  ------------
                         (Title of Class of Securities)

                                    707389102
                                    ---------
                                 (CUSIP Number)

                                December 31, 1999
                                -----------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[ X ] Rule 13d-1(b)
[   ] Rule 13d-1(c)
[   ] Rule 13d-1(d)

CUSIP No.  707389102                                          Page 1 of 4 Pages

         1)  Names of Reporting Persons
             IRS Identification No. Of Above Persons

                  PNC Bank Corp.   25-1435979

         2)  Check the Appropriate Box if a Member of a Group (See Instructions)
               a)  [  ]
               b)  [  ]

         3)  SEC USE ONLY


         4)  Citizenship or Place of Organization    Pennsylvania

         Number of Shares           5)  Sole Voting Power                98,472

         Beneficially Owned         6)  Shared Voting Power             175,725

         By Each Reporting          7)  Sole Dispositive Power              -0-

         Person With                8)  Shared Dispositive Power        211,222

         9)  Aggregate Amount Beneficially Owned by Each Reporting Person
                                                                       274,197*
                                                   *See the response to Item 4.
         10)  Check if the Aggregate Amount in Row (9) Excludes Certain Shares
                 See Instructions                                          [  ]

         11)  Percent of Class Represented by Amount in Row (9)            16.4

         12)  Type of Reporting Person   (See Instructions)                  HC


<PAGE>   2



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------
                                  SCHEDULE 13G
                                 (RULE 13D-102)

             INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 7)

                     PENN ENGINEERING & MANUFACTURING CORP.
                     --------------------------------------
                                (Name of Issuer)

                                  Common Stock
                                  ------------
                         (Title of Class of Securities)

                                    707389102
                                    ---------
                                 (CUSIP Number)

                                December 31, 1999
                                -----------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[ X ] Rule 13d-1(b)
[   ] Rule 13d-1(c)
[   ] Rule 13d-1(d)

CUSIP No.  707389102                                          Page 2 of 4 Pages

         1)  Names of Reporting Persons
             IRS Identification No. Of Above Persons

                  PNC Bancorp, Inc.   51-0326854

         2)  Check the Appropriate Box if a Member of a Group (See Instructions)
               a)  [  ]
               b)  [  ]

         3)  SEC USE ONLY


         4)  Citizenship or Place of Organization    Delaware

         Number of Shares           5)  Sole Voting Power                98,472

         Beneficially Owned         6)  Shared Voting Power             175,725

         By Each Reporting          7)  Sole Dispositive Power              -0-

         Person With                8)  Shared Dispositive Power        211,222

         9)  Aggregate Amount Beneficially Owned by Each Reporting Person
                                                                       274,197*
                                                   *See the response to Item 4.
         10)  Check if the Aggregate Amount in Row (9) Excludes Certain Shares
                 See Instructions                                          [  ]

         11)  Percent of Class Represented by Amount in Row (9)            16.4

         12)  Type of Reporting Person   (See Instructions)                  HC


<PAGE>   3



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------
                                  SCHEDULE 13G
                                 (RULE 13D-102)

             INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 7)

                     PENN ENGINEERING & MANUFACTURING CORP.
                     --------------------------------------
                                (Name of Issuer)

                                  Common Stock
                                  ------------
                         (Title of Class of Securities)

                                    707389102
                                    ---------
                                 (CUSIP Number)

                                December 31, 1999
                                -----------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[ X ] Rule 13d-1(b)
[   ] Rule 13d-1(c)
[   ] Rule 13d-1(d)

CUSIP No.  707389102                                          Page 3 of 4 Pages

         1)  Names of Reporting Persons
             IRS Identification No. Of Above Persons

                  PNC Bank, National Association   22-1146430

         2)  Check the Appropriate Box if a Member of a Group (See Instructions)
               a)  [  ]
               b)  [  ]

         3)  SEC USE ONLY


         4)  Citizenship or Place of Organization    United States

         Number of Shares           5)  Sole Voting Power                98,472

         Beneficially Owned         6)  Shared Voting Power             175,725

         By Each Reporting          7)  Sole Dispositive Power              -0-

         Person With                8)  Shared Dispositive Power        211,222

         9)  Aggregate Amount Beneficially Owned by Each Reporting Person
                                                                       274,197*
                                                   *See the response to Item 4.
         10)  Check if the Aggregate Amount in Row (9) Excludes Certain Shares
                 See Instructions                                          [  ]

         11)  Percent of Class Represented by Amount in Row (9)            16.4

         12)  Type of Reporting Person   (See Instructions)                 BK


<PAGE>   4



                                                              Page 4 of 4 Pages

ITEM 4 - OWNERSHIP:

The following information is as of December 31, 1999:

(a)  Amount Beneficially Owned:                                 274,197 shares*

         *At December 31, 1999, PNC Bank, National Association also beneficially
         owned in one or more accounts 482,291 shares of nonvoting common stock
         of the Issuer.

(b) Percent of Class:                                                      16.4

(c)  Number of shares to which such person has:
           (i) sole power to vote or to direct the vote                  98,472
          (ii) shared power to vote or to direct the vote               175,725
         (iii) sole power to dispose or to direct the disposition of        -0-
         (iv)  shared power to dispose or to direct the disposition of  211,222


ITEM 10 - CERTIFICATION:

         By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.


                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


February 11, 2000
Date

By:  /s/ Robert L. Haunschild
- -----------------------------
Signature - PNC Bank Corp.
Robert L. Haunschild, Senior Vice President and Chief Financial Officer
Name & Title


February 11, 2000
Date

By:  /s/ James B. Yahner
- -----------------------------
Signature - PNC Bancorp, Inc.
James B. Yahner, Vice President
Name & Title


February 11, 2000
Date

By:  /s/ Thomas R. Moore
- -----------------------------
Signature - PNC Bank, National Association
Thomas R. Moore, Vice President and Secretary
Name & Title

                     AN AGREEMENT TO FILE A JOINT STATEMENT
             WAS PREVIOUSLY FILED AS EXHIBIT A TO AMENDMENT NO. 2.


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