UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 0F 1934 For the Quarterly Period Ended March 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________ to _______________________. COMMISSION FILE NUMBER 1-9718 PNC BANK CORP. (Exact name of registrant as specified in its charter) PENNSYLVANIA 25-1435979 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)
ONE PNC PLAZA FIFTH AVENUE AND WOOD STREET PITTSBURGH, PENNSYLVANIA 15265 (Address of principal executive offices) (Zip Code) (412) 762-3900 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock ($5 par value): 228,536,110 shares outstanding at April 30, 1995. Exhibit Index appears on page 5 PART I--FINANCIAL INFORMATION ITEM 1. Financial Statements The following consolidated financial information of PNC Bank Corp. and subsidiaries ("Corporation") is incorporated herein by reference to the 1995 First Quarter Corporate Financial Review ("Financial Review") which is filed herewith as Exhibit 99. Page references set forth below are to such Financial Review.
Financial Information Page Reference --------------------- -------------- Consolidated Balance Sheet as of March 31, 1995 and December 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Consolidated Statement of Income for the three months ended March 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . 23 Consolidated Statement of Cash Flows for the three months ended March 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . 24 Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . 25-29
The statistical disclosure under the caption "Average Consolidated Balance Sheet and Net Interest Analysis" in the Financial Review at pages 30 and 31 is incorporated herein by reference. Certain other statistical disclosure is included below in Part I, Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations, as permitted by Guide 3, Statistical Disclosures by Bank Holding Companies. ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The information contained under the caption "Corporate Financial Review" in the Financial Review at pages 2 through 21 is incorporated herein by reference. 2 PART II--OTHER INFORMATION ITEM 1. Legal Proceedings The Corporation's Annual Report on Form 10-K for the year ended December 31, 1994 includes a description of a purported class action lawsuit filed against the Corporation and two of its executive officers, alleging violations of federal securities laws and common law relating to certain disclosures. On May 2, 1995, the Corporation filed a motion to dismiss the consolidated complaint. ITEM 6. Exhibits and Reports on Form 8-K (a) The exhibits listed on the Exhibit Index on Page 5 of this Form 10-Q are filed herewith. (b) A Current Report on Form 8-K dated as of April 17, 1995, was filed pursuant to Item 5 to report the Corporation's consolidated financial results for the three months ended March 31, 1995. (c) A Current Report on Form 8-K was filed on, and dated as of, January 6, 1995, pursuant to Item 5 to report (i) certain actions taken by the Corporation to reduce its interest rate sensitivity; (ii) to announce a charge to earnings related to the cost of consolidating existing telephone banking centers and continued rationalization of the branch network; and (iii) the authorization by the Corporation's Board of Directors to purchase up to 24 million shares of the Corporation's common stock over the next two years. (d) A Current Report on Form 8-K dated as of January 13, 1995, was filed on January 23, 1995, pursuant to Item 5 to report (i) the Corporation's consolidated financial results for the three months and twelve months ended December 31, 1994; and (ii) the completion of the acquisition of Indian River. (e) A Current Report on Form 8-K dated as of February 28, 1995, was filed on March 14, 1995, pursuant to Item 5 to report (i) the completion of the acquisition of BlackRock; (ii) the completion of the acquisition of Brentwood; and (iii) the entering into a definitive agreement to acquire Chemical Bank New Jersey. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PNC BANK CORP. (Registrant) Date: May 15, 1995 By /s/ Robert L. Haunschild ---------------------- Robert L. Haunschild SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER 4 EXHIBIT INDEX The following exhibits are filed herewith: 11 Calculation of Primary and Fully Diluted Earnings Per Common Share. 12.1 Computation of Ratio of Earnings to Fixed Charges. 12.2 Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends. 27 Financial Data Schedule. 99 1995 First Quarter Corporate Financial Review. 5