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 September 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to _______________________
COMMISSION FILE NUMBER 1-9718
PNC BANK CORP.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1435979
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE PNC PLAZA
FIFTH AVENUE AND WOOD STREET
PITTSBURGH, PENNSYLVANIA 15265
(Address of principal executive offices)
(Zip Code)
(412) 762-1553
(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 practical date.
Common Stock ($5 par value): 229,224,530 shares outstanding at October 31, 1995.
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 Third Quarter Corporate Financial Review ("Financial
Review") which is filed herewith as Exhibit 99.1. Page references
are to such Financial Review.
FINANCIAL INFORMATION PAGE REFERENCE
--------------------- --------------
Consolidated Balance Sheet as of September 30, 1995
and December 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Consolidated Statement of Income for the three months
and nine months ended September 30, 1995 and 1994 . . . . . . . . . . . . . . . 25
Consolidated Statement of Cash Flows for the
nine months ended September 30, 1995 and 1994 . . . . . . . . . . . . . . . . . 26
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . 27-33
The statistical disclosure under the caption "Average Consolidated
Balance Sheet and Net Interest Analysis" in the Financial Review
at pages 34 and 35 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 23 is
incorporated herein by reference.
2
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Corporation's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1995, included a description of a
purported class action lawsuit filed against Midlantic Corporation
("Midlantic"), Midlantic's chief executive officer and its directors
and the Corporation, relating to the proposed merger with Midlantic.
On October 5, 1995, the Corporation filed a motion to dismiss the
amended complaint.
ITEM 5. OTHER INFORMATION
As previously reported, on July 10, 1995, the Corporation
entered into a definitive merger agreement with Midlantic, a
regional bank holding company headquartered in Edison, New Jersey.
The agreement, provides, among other things, for (i) the merger (the
"Merger") of Midlantic with and into a wholly-owned subsidiary of
the Corporation and (ii) the exchange of each outstanding share of
Midlantic common stock for 2.05 shares of the Corporation's common
stock. The Corporation has received all required regulatory approvals
for the Merger, which is targeted to be completed by year-end 1995,
pending approval by shareholders of both companies.
Pro forma consolidated financial information, which gives effect
to the proposed Merger of Midlantic with and into a wholly-owned
subsidiary of the Corporation, is attached hereto as Exhibit 99.2 and
incorporated herein by reference.
3
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The exhibits listed below are filed herewith or incorporated
herein by reference:
2 Amendment Agreement dated as of August 16, 1995, by and
among Midlantic Corporation, PNC Bank Corp. and PNC
Bancorp, Inc.
3 By-laws of the Corporation, as amended, incorporated
herein by reference to Exhibit 4.2 to the Corporation's
Registration Statement on Form S-8 (Commission File
No. 33-62311).
11 Calculation of primary and fully diluted earnings per
common share for the three months and nine months ended
September 30, 1995 and 1994, filed herewith.
12.1 Computation of Earnings to Fixed Charges for the nine
months ended September 30, 1995 and for each of the five
years in the period ended December 31, 1994, for PNC
Bank Corp., Midlantic Corporation, and PNC Bank Corp.
Pro Forma Giving Effect to the Midlantic Merger,
filed herewith.
12.2 Computation of Earnings to Combined Fixed Charges and
Preferred Stock Dividends for the nine months ended
September 30, 1995 and for each of the five years in the
period ended December 31, 1994, for PNC Bank Corp.,
Midlantic Corporation, and PNC Bank Corp. Pro Forma
Giving Effect to the Midlantic Merger, filed herewith.
27 Financial Data Schedule, filed herewith.
99.1 1995 Third Quarter Corporate Financial Review as of and
for the three months and nine months ended September 30,
1995 and 1994, filed herewith.
99.2 Pro forma consolidated financial information (unaudited)
giving effect to the proposed merger of Midlantic with
and into a wholly-owned subsidiary of the Corporation,
filed herewith.
(b) The following Current Reports on Form 8-K were filed by the
Corporation:
A Current Report on Form 8-K dated as of July 10, 1995,
was filed pursuant to Item 5 to report the execution of an
Agreement and Plan of Reorganization dated as of July 10, 1995,
by and among Midlantic, the Corporation and PNC Bancorp, Inc.,
a wholly-owned subsidiary of the Corporation, and related
matters.
A Current Report on Form 8-K/A, Amendment No. 1 to the
Form 8-K dated as of July 10, 1995, was filed pursuant to Item
5 to report unaudited pro forma consolidated financial
information giving effect to the proposed Merger. Such report
also included audited consolidated financial statements of
Midlantic as of December 31, 1994 and 1993, and for each of
the three years in the period ended December 31, 1994, and the
unaudited consolidated financial statements of Midlantic as of
March 31, 1995 and 1994.
A Current Report on Form 8-K dated as of July 20, 1995,
was filed pursuant to Item 5 to report the Corporation's
consolidated financial results for the three months and six
months ended June 30, 1995.
A Current Report on Form 8-K dated as of September 26,
1995, was filed pursuant to Item 5 to report the Corporation's
consolidated financial results for the three months and nine
months ended September 30, 1995, the receipt of regulatory
approvals in connection with the Merger and other
Merger-related matters, and the appointment of an additional
director to the Corporation's Board of Directors.
4
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: November 8, 1995 By /s/ Robert L. Haunschild
----------------------
Robert L. Haunschild
Senior Vice President and
Chief Financial Officer
5
EXHIBIT INDEX
The following exhibits are filed herewith:
2 Amendment Agreement dated as of August 16, 1995 by and among Midlantic
Corporation, PNC Bank Corp. and PNC Bancorp, Inc.
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.
99.1 1995 Third Quarter Corporate Financial Review.
99.2 Pro forma consolidated financial information (unaudited).
6