AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 1996 REGISTRATION NO. 33-___________ =============================================================================== 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 249 FIFTH AVENUE PITTSBURGH, PENNSYLVANIA 15222-2707 (Address, including zip code, of registrant's principal executive offices) ____________________ PNC RETIREMENT SAVINGS PLAN (Full title of the Plan) _____________________ WALTER E. GREGG, JR., ESQ. EXECUTIVE VICE PRESIDENT PNC BANK CORP. ONE PNC PLAZA 249 FIFTH AVENUE PITTSBURGH, PENNSYLVANIA 15222-2707 (412) 762-2281 (Name, address, including zip code, and telephone number, including area code, of agent for service) _____________________ CALCULATION OF REGISTRATION FEE
================================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT TO BE AGGREGATE PRICE AGGREGATE OFFERING AMOUNT OF TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED(1)(2) PER SHARE(3) PRICE(3) REGISTRATION FEE Common Stock, par value $5.00 1,000,000 shares $ 29.875 $ 29,875,000 $ 10,302 ==================================================================================================================================
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. (2) The Common Stock offered hereby will be adjusted to reflect stock splits, stock dividends or similar transactions pursuant to Rule 416(a) under the Securities Act, without the need for any post-effective amendment. (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act on the basis on the average of the high and low reported sales prices of the registrant's Common Stock on the New York Stock Exchange on May 13, 1996. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by PNC Bank Corp. (the "Registrant" or the "Corporation") 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: (1) Annual Report on Form 10-K for the year ended December 31, 1995; (2) Current Report on Form 8-K dated as of April 17, 1996; (3) Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1996; and (4) 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 on September 24, 1987 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 and the PNC Retirement Savings Plan (the "Plan") 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 securities offered hereby have been sold or which deregisters such securities 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 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL LEGAL OPINIONS A legal opinion that (a) the shares of Common Stock offered by the Registration Statement, when issued or sold pursuant to and in accordance with the terms of the Plan, shall be validly issued, fully paid and nonassessable and (b) the Plan Interests being registered by the Registration Statement, when issued pursuant to and in accordance with the terms of the Plan, shall be validly issued, has been rendered by William F. Strome, Senior Vice President, Deputy General Counsel and Corporate Secretary of the Corporation. As of April 30, 1996, Mr. Strome owned 2,547 shares of the Corporation's Common Stock and held options granted under the Corporation's stock option plan covering 29,900 shares of the Corporation's Common Stock, 23,300 of which were exercisable. A legal opinion that confirms compliance of the provisions of the Plan with the requirements of ERISA pertaining to such provisions has been rendered by the law firm Eckert Seamans Cherin & Mellott, Pittsburgh, Pennsylvania. Certain members of the firm of Eckert Seamans Cherin & Mellott may, now or in the future, own 2 securities of the Corporation, either individually or in a representative capacity. None of such securities have been or will be acquired in connection with the Plan offering. 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, 1995, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon incorporated by reference therein and incorporated herein by reference. Such financial statements are incorporated herein by reference in reliance upon the report of Ernst & Young LLP given upon the authority of such firm 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 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. 3 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. The Registrant undertakes that it will submit the Plan to the Internal Revenue Service ("IRS") in a timely manner and will make all changes required by the IRS in order to qualify the Plan under Section 401 of the Internal Revenue Code. 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; (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; and (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, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and each filing of the Plan's annual report pursuant to 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 4 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 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. 5 SIGNATURES The Registrant. 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 16th day of May, 1996. PNC BANK CORP. By /s/ THOMAS H. O'BRIEN --------------------------------- 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 May 16, 1996 - ---------------------------------------- Officer and Director Thomas H. O'Brien (Principal Executive Officer) /s/ ROBERT L. HAUNSCHILD Senior Vice President May 16, 1996 - ---------------------------------------- and Chief Financial Officer Robert L. Haunschild (Principal Financial Officer) /s/ WILLIAM J. JOHNS Senior Vice President and May 16, 1996 - ---------------------------------------- Chief Accounting Officer William J. Johns (Principal Accounting Officer) Director May 16, 1996 - ---------------------------------------- Paul W. Chellgren * Director May 16, 1996 - ---------------------------------------- Robert N. Clay * Director May 16, 1996 - ---------------------------------------- George A. Davidson, Jr. * Director May 16, 1996 - ---------------------------------------- David F. Girard-diCarlo
6 * Director May 16, 1996 - ---------------------------------------- Dianna L. Green * Director May 16, 1996 - ---------------------------------------- C. G. Grefenstette * Director May 16, 1996 - ---------------------------------------- Arthur J. Kania Director May 16, 1996 - ---------------------------------------- Bruce C. Lindsay Director May 16, 1996 - ---------------------------------------- Thomas Marshall * Director May 16, 1996 - ---------------------------------------- W. Craig McClelland * Director May 16, 1996 - ---------------------------------------- Donald I. Moritz * Director May 16, 1996 - ---------------------------------------- Jackson H. Randolph * President and Director May 16, 1996 - ---------------------------------------- James E. Rohr * Director May 16, 1996 - ---------------------------------------- Roderic H. Ross * Director May 16, 1996 - ---------------------------------------- Vincent A. Sarni * Vice Chairman and Director May 16, 1996 - ---------------------------------------- Garry J. Scheuring
7 * Director May 16, 1996 - ---------------------------------------- Richard P. Simmons * Director May 16, 1996 - ---------------------------------------- Thomas J. Usher Director May 16, 1996 - ---------------------------------------- Milton A. Washington * Director May 16, 1996 - ---------------------------------------- Helge H. Wehmeier
*By /s/ MELANIE S. CIBIK ----------------------------------- Melanie S. Cibik, Attorney-in-Fact, pursuant to Power of Attorney filed herewith Date: May 16, 1996 The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan Administrator has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on this May 16, 1996. PNC Retirement Savings Plan By: /s/ WILLIAM E. ROSNER ------------------------------------ William E. Rosner Member, PNC Retirement Savings Plan Administrative Committee 8 EXHIBIT INDEX Exhibit 5.1 Opinion of William F. Strome, Esq., regarding validity of the Common Stock and Plan Interests being registered, filed herewith. Exhibit 5.2 Opinion of Eckert Seamans Cherin & Mellott, regarding ERISA compliance, filed herewith. Exhibit 23.1 Consent of Ernst & Young LLP, independent auditors for the Corporation, filed herewith. Exhibit 23.2 Consent of William F. Strome, Esq., contained in the opinion filed as Exhibit 5.1. Exhibit 23.3 Consent of Eckert Seamans Cherin & Mellott, contained in the opinion filed as Exhibit 5.2. Exhibit 24 Power of Attorney of certain officers and directors of the Corporation, filed herewith. 9