AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 1, 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________
PNC BANK CORP.
(Exact name of registrant as specified in its charter)
_______________
PENNSYLVANIA
(State or other jurisdiction of incorporation or organization)
25-1435979
(I.R.S. Employer Identification No.)
ONE PNC PLAZA
FIFTH AVENUE AND WOOD STREET
PITTSBURGH, PENNSYLVANIA 15265
(412) 762-1553
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
____________________
PNC BANK CORP. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
_____________________
WALTER E. GREGG, JR., ESQ.
EXECUTIVE VICE PRESIDENT
PNC BANK CORP.
ONE PNC PLAZA
FIFTH AVENUE AND WOOD STREET
PITTSBURGH, PENNSYLVANIA 15265
(412) 762-2281
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
____________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement.
____________________
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE AGGREGATE PRICE AGGREGATE OFFERING AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE* PRICE* REGISTRATION FEE
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Common Stock, par value $5.00 1,149,074 shares $25.8125 $29,660,472.00 $10,227.75
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* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average of the high and low
reported sales prices of the registrant's Common Stock on the New York Stock
Exchange on August 28, 1995.
Pursuant to Rule 429 under the Securities Act the Prospectus to be used under
this Registration Statement also applies to Registration Statement No.
2-83150. Pursuant to that Registration Statement, 48,939 shares of Common
Stock remain available for issuance and a filing fee was previously paid with
respect to such shares.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are hereby incorporated by reference in
this Registration Statement: Annual Report on Form 10-K for the year ended
December 31, 1994; Current Reports on Form 8-K dated as of April 17, 1995, July
10, 1995 (as amended) and July 20, 1995; Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 1995 and June 30, 1995; and the description of
the Registrant's Common Stock set forth in response to Item 1 of the
Registration Statement on Form 8-A of the Corporation filed pursuant to Section
12 of the Exchange Act, and any amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant after the effective
date of this Registration Statement pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all Common Stock offered hereby has been sold or which
deregisters such Common Stock then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of the filing of such documents. Any statement or
information contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement or information
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement or information. Any such statement or information so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
LEGAL OPINION
A legal opinion to the effect that the shares of Common Stock offered by
the Registration Statement, upon their issuance or sale in accordance with the
terms of the Plan shall be validly issued, fully paid and nonassessable has
been rendered by William F. Strome, Senior Vice President, Deputy General
Counsel and Corporate Secretary of the Corporation. As of August 31, 1995, Mr.
Strome owned 2,093 shares of the Corporation's Common Stock and held options
granted under the Corporation's incentive stock option plan covering
19,300 shares of the Corporation's Common Stock, 24,800 of which were
exercisable.
EXPERTS
The consolidated financial statements of the Registrant and subsidiaries
incorporated by reference in the Annual Report on Form 10-K of the Registrant
for the year ended December 31, 1994, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. On July 10, 1995, the Registrant announced
an Agreement and Plan of Reorganization with Midlantic Corporation
("Midlantic"). The consolidated financial statements of Midlantic and
subsidiaries, included in the Annual Report on Form 10-K of Midlantic for the
year
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ended December 31, 1994 have been audited by Coopers & Lybrand L.L.P.,
independent accountants, as set forth in their report dated January 18, 1995
and January 20, 1995 as to Note 28, which includes an explanatory paragraph
relating to changed methods of accounting for postemployment benefits and
investment securities in 1994 and postretirement benefits other than pensions
and income taxes in 1993, accompanying such financial statements, and are
incorporated herein by reference to Amendment No. 1 to the Current Report on
Form 8-K dated as of July 10, 1995, of the Corporation. Such consolidated
financial statements are incorporated herein by reference in reliance on such
reports given upon the authority of such firms as experts in accounting and
auditing.
Documents incorporated herein by reference in the future will include
financial statements, related schedules (if required) and independent auditors'
reports, which financial statements and schedules will have been audited to the
extent and for the periods set forth in such reports by the firm or firms
rendering such reports, and, to the extent so audited and consent to
incorporation by reference is given, will be incorporated herein by reference
in reliance upon such reports given upon the authority of such firms as experts
in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 1741-1743 of the Pennsylvania Business Corporation Law of 1988
(Act of December 21, 1988, P.L. 1444), as amended ("1988 BCL") provide that a
business corporation may indemnify 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 his 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.
The Corporation's 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. The
Corporation's 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. The
Corporation has purchased directors' and officers' liability insurance covering
certain liabilities which may be incurred by the officers and directors of the
Corporation in connection with the performance of their duties.
ITEM 8. EXHIBITS
The exhibits listed on the Exhibit Index on page 9 of this Registration
Statement are filed herewith or are incorporated herein by reference to other
filings.
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ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to the Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended ("Securities Act");
(b) 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;
(c) 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 (a) and (b) 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
registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act, that are incorporated by reference in the Registration
Statement.
2. That, for the purpose of determining any liability under the
Securities Act, 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 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, as amended, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions set forth in Item 6 hereof, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceedings) is asserted by such director, officer of controlling person in
connection with the securities being registered and the Commission
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remains of the same opinion, the Registrant will, unless in the opinion of its
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 policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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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 of the requirements for filing on Form S-8 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 1st day of September, 1995.
PNC BANK CORP.
/s/ Thomas H. O'Brien
By ____________________________________
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:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Thomas H. O'Brien
---------------------------------------- Chairman, Chief Executive September 1, 1995
Thomas H. O'Brien Officer and Director
(Principal Executive Officer)
/s/ Robert L. Haunschild
---------------------------------------- Senior Vice President September 1, 1995
Robert L. Haunschild and Chief Financial Officer
(Principal Financial Officer)
/s/ William J. Johns
---------------------------------------- Senior Vice President and September 1, 1995
William J. Johns Chief Accounting Officer
(Principal Accounting Officer)
*
---------------------------------------- Director September 1, 1995
Robert N. Clay
*
---------------------------------------- Director September 1, 1995
William G. Copeland
*
---------------------------------------- Director September 1, 1995
George A. Davidson, Jr.
*
---------------------------------------- Director September 1, 1995
Dianna L. Green
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*
---------------------------------------- Director September 1, 1995
C. G. Grefenstette
*
---------------------------------------- Director September 1, 1995
Thomas Marshall
*
---------------------------------------- Director September 1, 1995
W. Craig McClelland
*
---------------------------------------- Director September 1, 1995
Donald I. Moritz
*
--------------------------------------- Director September 1, 1995
Jackson H. Randolph
/s/ James E. Rohr
--------------------------------------- President and Director September 1, 1995
James E. Rohr
*
--------------------------------------- Director September 1, 1995
Roderic H. Ross
*
--------------------------------------- Director September 1, 1995
Vincent A. Sarni
*
--------------------------------------- Director September 1, 1995
Richard P. Simmons
*
--------------------------------------- Director September 1, 1995
Thomas J. Usher
*
--------------------------------------- Director September 1, 1995
Milton A. Washington
*
--------------------------------------- Director September 1, 1995
Helge H. Wehmeier
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/s/ Melanie S. Cibik
*By ____________________________________________________
Melanie S. Cibik, Attorney-in-Fact, pursuant to
Powers of Attorney filed herewith
Date: September 1, 1995
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INDEX OF EXHIBITS
Exhibit 4.1 Articles of Incorporation of PNC Bank Corp., incorporated herein by reference to
Exhibit 3.1 of the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1993 (Commission File No. 1-9718).
Exhibit 4.2 By-Laws of PNC Bank Corp., filed herewith.
Exhibit 4.3 PNC Bank Corp. Employee Stock Purchase Plan, incorporated by reference to
Exhibit 4.4 of Post-Effective Amendment No. 2 to Form S-8 Registration
Statement (No. 2-83150). See Exhibit 4.4 for amendments thereto.
Exhibit 4.4 Amendments to PNC Bank Corp. Employee Stock Purchase Plan, filed herewith.
Exhibit 4.5 Form of Authorization for Employee Stock Purchase Plan Bi-Weekly Payroll
Deduction, filed herewith.
Exhibit 4.6 Form of Employee Stock Purchase Plan Beneficiary Designation, filed herewith.
Exhibit 4.7 Form of Suspend Contributions/Sales Request, filed herewith.
Exhibit 4.8 Form of Request for Final Distribution, filed herewith.
Exhibit 4.9 Form of Certificate Request, filed herewith.
Exhibit 5 Opinion of William F. Strome, Esq., regarding validity of the Common Stock
being registered, filed herewith.
Exhibit 23.1 Consent of Ernst & Young LLP, independent auditors for the Corporation, filed
herewith.
Exhibit 23.2 Consent of Coopers & Lybrand L.L.P., independent auditors for Midlantic, filed
herewith.
Exhibit 23.3 Consent of William F. Strome, Esq., contained in the opinion filed herewith as
Exhibit 5.
Exhibit 24.1 Power of Attorney of certain officers and directors of the Corporation, filed
herewith.
Exhibit 24.2 Power of Attorney of Helge H. Wehmeier, filed herewith.
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