UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (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. This Amendment No. 1 to Form 10-Q for the quarterly period ended September 30, 1995, of PNC Bank Corp. (the "Corporation") is being filed to incorporate by reference unaudited consolidated interim financial statements of Midlantic Corporation ("Midlantic") from its Form 10-Q for the quarterly period ended September 30, 1995. Accordingly, "Item 5. Other Information" under "Part II - Other Information" is hereby amended in its entirety to read as follows: 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. Unaudited consolidated interim financial statements of Midlantic as of September 30, 1995 and for the three months and nine months ended September 30, 1995 and 1994 are incorporated herein by reference to Midlantic's Form 10-Q for the quarterly period ended September 30, 1995 (File No. 0-15870). Pro forma consolidated financial information, which gives effect to the proposed Merger of Midlantic with and into a wholly-owned subsidiary of the Corporation, was previously filed as Exhibit 99.2 and is incorporated herein by reference. 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: November 13, 1995 By /s/ Robert L. Haunschild ------------------------- Robert L. Haunschild Senior Vice President and Chief Financial Officer