AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 1996
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________
PNC BANK CORP.
(Exact name of registrant as specified in their charters)
_______________
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
(412) 762-1553
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
____________________
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)
____________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC: From time to time after the effective date of this
Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [x]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than Securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. [ ]
____________________
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE AGGREGATE PRICE AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED PER UNIT(1) OFFERING REGISTRATION
REGISTERED PRICE(1) FEE
- - -----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $5.00 (2) 6,000,000 $38.75 $232,500,000 $70,455
=======================================================================================================================
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) under the Securities Act of 1933, as
amended (the "Securities Act"), 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 December 24, 1996.
(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.
Pursuant to Rule 429 under the Securities Act the Prospectus contained
in this Registration Statement also applies to Registration Statement
No. 33-61083. Pursuant to that Registration Statement, 623,044 shares
of Common Stock remain available for issuance and a filing fee of
$5,263.65 was previously paid with respect to such shares.
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P R O S P E C T U S
LOGO
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DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
6,623,044 SHARES OF COMMON STOCK
($5.00 PAR VALUE)
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No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation should not be relied upon as having been
authorized by PNC Bank Corp. (the "Corporation" or "PNC Bank"). Neither the
delivery of this Prospectus nor any sale made pursuant hereto shall, under any
circumstances, create any implication that there has been no change in the
information set forth herein. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, any of the securities offered hereby
in any jurisdiction to any person to whom it is unlawful to make such offer in
such jurisdiction.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AUTHORITY NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURI-
TIES AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
------------------
It is suggested that this Prospectus be retained for future reference.
The date of this Prospectus is December 30, 1996.
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act") and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission ("Commission"). Such reports, proxy
statements and other information can be inspected and copied at the Commission's
public reference room located at 450 Fifth Street, N.W., Washington, D.C. 20549,
and the Commission's regional offices located at 7 World Trade Center, Suite
1300, New York, New York 10006, and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Copies of such material can be obtained at
prescribed rates by writing to the Commission, Public Reference Section,
Washington, D.C. 20549. Such material may also be accessed electronically by
means of the Commission's home page on the Internet at "http://www.sec.gov". In
addition, reports, proxy statements and other information filed by the
Corporation can be inspected at the offices of the New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005, on which exchange the
Corporation's Common Stock and two series of its Preferred Stock are listed. The
address of the principal executive offices of the Corporation is One PNC Plaza,
249 Fifth Avenue, Pittsburgh, Pennsylvania 15222-2707, and its telephone number
is (412) 762-1553.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Corporation with the Commission under
the Exchange Act are incorporated herein by reference: Annual Report on Form
10-K for the year ended December 31, 1995; Quarterly Reports on Form 10-Q for
the quarterly periods ended March 31, 1996, June 30, 1996 and September 30,
1996; Current Reports on Form 8-K dated as of April 17, 1996, July 15, 1996,
October 7, 1996 and October 10, 1996; and the description of the Corporation'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 Corporation after the date of this
Prospectus 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
Prospectus 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 Prospectus 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 Prospectus.
THE CORPORATION WILL PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL
REQUEST OF SUCH PERSON, A COPY OF ANY OR ALL DOCUMENTS INCORPORATED HEREIN BY
REFERENCE (OTHER THAN CERTAIN EXHIBITS TO SUCH DOCUMENTS). WRITTEN REQUESTS
SHOULD BE DIRECTED TO: GLENN DAVIES, VICE PRESIDENT-FINANCIAL REPORTING, PNC
BANK CORP., ONE PNC PLAZA, 249 FIFTH AVENUE, PITTSBURGH, PENNSYLVANIA
15222-2707, OR "GDAVIES @ USA OR.NET" ON THE INTERNET. TELEPHONE REQUESTS MAY BE
DIRECTED TO THE CORPORATION AT (412) 762-1553.
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THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The following, in a question and answer format, are the provisions of the
Dividend Reinvestment and Stock Purchase Plan (the "Plan") of the Corporation.
Those holders of the Corporation's Common Stock and Preferred Stock who do not
participate in the Plan will continue to receive cash dividends, if and when
declared.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide record holders of the Corporation's
common stock, $5.00 par value ("Common Stock"), and record holders of all series
of the Corporation's preferred stock, $1.00 par value ("Preferred Stock"), who
participate in the Plan ("Participants") with an attractive and convenient
method of investing cash dividends and voluntary cash payments in additional
shares of Common Stock. Since the shares will be newly-issued or treasury shares
purchased directly from the Corporation and not in the open market, the
Corporation will receive additional funds to be used for general corporate
purposes (See "Use of Proceeds"). EACH PARTICIPANT SHOULD RECOGNIZE THAT NEITHER
THE CORPORATION NOR THE PLAN ADMINISTRATOR (AS DEFINED IN NO. 3 BELOW) CAN
PROVIDE ANY ASSURANCE THAT SHARES PURCHASED UNDER THE PLAN WILL, AT ANY
PARTICULAR TIME, BE WORTH MORE OR LESS THAN THEIR PURCHASE PRICE.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
- Reinvest dividends and invest voluntary cash payments without brokerage
commissions or other charges (See No. 12 below).
- Invest the full available amount of all dividends as the Plan provides
for fractional interests in the shares held in the Plan (See No. 10
below).
- Avoid safekeeping requirements and record-keeping costs through the
custodial service and reporting provisions of the Plan (See No. 17
below).
- Receive a detailed statement of account transactions (See No. 16 below).
- Sell shares directly through the Plan (See No. 21 below).
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
The Chase Manhattan Bank ("Plan Administrator") administers the Plan as
agent for Participants, and in such capacity sends statements of account to
Participants and performs other duties relating to the Plan (See No. 26 below).
Telephone inquiries regarding the Plan should be directed to the Plan
Administrator at (800) 982-7652. All correspondence relating to the Plan should
include your account number and/or social security number and should be directed
to:
The Chase Manhattan Bank or The Chase Manhattan Bank
Dividend Reinvestment Department Dividend Reinvestment Department
P.O. Box 750 Third Floor, 4 Station Square
Pittsburgh, PA 15230 Pittsburgh, PA 15219
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PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE?
All record holders of Common Stock and Preferred Stock may become
Participants in the Plan. Record holders may participate in the Plan with
respect to all or any portion of their common or preferred shares. Beneficial
owners whose shares are held in the name of a nominee, such as a securities
depository, may participate by having the record holder (i.e., the nominee)
execute an authorization form as described in No. 5 below. To facilitate
participation in the Plan by all beneficial owners of Common Stock and Preferred
Stock, the Plan Administrator may accept dividend reinvestment instructions from
such nominees within a reasonable period after the record date established for
payment of a particular dividend, generally not to exceed five business days.
All of the other provisions set forth herein apply to participation in the
Plan by nominees. Without limiting the generality of this statement, voluntary
cash payments with respect to all shares of any record owner may not exceed
$5,000 per month (See No. 14 below). To avoid such limitation with respect to a
nominee, beneficial owners may elect to have their shares transferred into their
own name(s). In addition, voluntary cash payments made by a nominee must be
received by the Plan Administrator within the period described in No. 14 below
in order to be invested on a particular Investment Date.
5. HOW DOES AN ELIGIBLE SHAREHOLDER BECOME A PARTICIPANT?
An eligible shareholder may join the Plan at any time by completing and
signing the enrollment form included with this Prospectus ("Enrollment Form")
and returning it to the Plan Administrator. An envelope is provided for that
purpose. Additional Enrollment Forms may be obtained from the Plan
Administrator.
Enrollment Forms for new Participants must be received prior to a dividend
record date for eligible shareholders to reinvest the related dividend.
6. DOES A SHAREHOLDER HAVE TO AUTHORIZE DIVIDEND REINVESTMENT ON A MINIMUM
NUMBER OF SHARES?
A shareholder must authorize dividend reinvestment with respect to at least
one share of PNC Bank stock to participate in the Plan. Beyond that requirement,
record holders of Common Stock and Preferred Stock may authorize the
reinvestment of dividends on all or any portion of their shares (See Nos. 4
above and 7 below).
7. MAY A PARTICIPANT CHANGE THE NUMBER OF SHARES SUBJECT TO THE PLAN?
Yes. If a Participant wishes to change the number of shares of Common Stock
and/or Preferred Stock subject to the Plan, the Participant must notify the Plan
Administrator in writing to that effect. Any such notification received after a
dividend record date will not be effective until dividends paid for such record
date have been reinvested and the shares credited to the Participant's account.
4
PURCHASES
8. WHEN WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE PLAN?
Cash dividends will be used to purchase Common Stock on the date cash
dividends are paid to shareholders of record. Voluntary cash payments will be
invested on the first business day of each month and/or the next dividend
payment date, whichever comes first. Each date on which dividends are reinvested
and/or cash payments are invested is hereinafter referred to as an "Investment
Date."
9. AT WHAT PRICE WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE PLAN?
The price of shares of Common Stock purchased with reinvested cash
dividends or voluntary cash payments will be the average of the closing prices
of Common Stock in New York Stock Exchange composite transactions, as reported
in The Wall Street Journal or other authoritative source, for the two trading
days immediately preceding an Investment Date. No purchases may be made in the
event the purchase price would be less than the par value of the Common Stock.
In any such event, uninvested funds will be promptly returned to Participants.
10. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS?
The number of shares that will be purchased for each Participant will
depend on the amount of dividends to be reinvested, voluntary cash payments, or
both in a Participant's account and the applicable purchase price of the Common
Stock (See No. 9 above). Each Participant's account will be credited with that
number of shares, including any fractional interest computed to four decimal
places, equal to the total amount to be invested divided by the applicable
purchase price as described in No. 9 above.
11. WILL DIVIDENDS ON SHARES HELD IN A PARTICIPANT'S ACCOUNT BE USED TO PURCHASE
ADDITIONAL SHARES UNDER THE PLAN?
Yes. All dividends on shares held in a Participant's account, whether
purchased through dividend reinvestment or voluntary cash payments, will be
automatically reinvested in additional shares of Common Stock.
12. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES UNDER
THE PLAN?
No. Participants will incur no brokerage commissions or other charges for
purchases made under the Plan. However, certain other services offered through
the Plan may involve fees. See Nos. 17 and 21 below.
VOLUNTARY CASH PAYMENTS
13. WHO WILL BE ELIGIBLE TO MAKE VOLUNTARY CASH PAYMENTS?
All record holders of Common Stock or Preferred Stock who elect to have
dividends reinvested in accordance with the provisions of the Plan may also
elect to make voluntary cash payments.
14. ARE THERE LIMITATIONS ON VOLUNTARY CASH PAYMENTS?
Voluntary cash payments to be applied to the purchase of shares on any
given Investment Date must be received by the Plan Administrator no later than
the fifth business day prior to such Investment Date. Voluntary cash payments
received after such period will be held for investment on the succeeding
Investment Date for voluntary cash payments. Voluntary cash payments may not be
less than $50 per payment and such payments on
5
behalf of any Participant may not aggregate more than $5,000 per month. The
Corporation reserves the right in its sole discretion to determine whether
voluntary cash payments are made on behalf of a particular Participant.
15. HOW DOES THE VOLUNTARY CASH PAYMENT OPTION WORK?
A voluntary cash payment may be made by enclosing a check or money order
with the Enrollment Form (for new Participants) or by forwarding a check or
money order to the Plan Administrator with a payment form that will accompany
each statement of account. Checks and money orders should be made payable to
"The Chase Manhattan Bank, Plan Administrator" and should include the
Participant's account number and/or social security number.
Additionally, a Participant may choose to make voluntary cash payments
through monthly pre-authorized deductions from the Participant's checking or
savings account at no cost to the Participant. Forms to establish an automatic
MONTHLY deduction from a checking or savings account may be obtained by
contacting the Plan Administrator at either address and/or the phone number
listed in No. 3 above.
Any voluntary cash payment received by the Plan Administrator within the
period described in No. 14 above will be applied to the purchase of shares of
Common Stock on the following Investment Date at a price determined in
accordance with provisions of the Plan (See Nos. 8 through 10 above). No
interest will be paid on uninvested voluntary cash payments. A Participant may
obtain the return of any voluntary cash payment upon request received by the
Plan Administrator on or before the third business day prior to the Investment
Date on which it is to be invested.
REPORTS TO PARTICIPANTS
16. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
A statement of account transactions will be mailed to each Participant as
soon as practicable after each investment. These statements will provide a
record of cost information and should be retained for tax purposes. Each
Participant will also receive copies of the Corporation's annual and quarterly
(if any) reports to shareholders, proxy statements and information for income
tax reporting purposes. Participants who have deposited other PNC Bank stock
certificates for safekeeping with the Plan Administrator as discussed in No. 17
below will receive information with respect to such shares in their regular
statements of account.
SHARE CERTIFICATES/SAFEKEEPING
17. WILL CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED UNDER THE
PLAN?
Unless requested by a Participant, certificates for shares of Common Stock
purchased under the Plan will not be issued. The number of shares credited to a
Participant's account under the Plan will be shown on his or her statement of
account. This safekeeping feature protects against loss, theft or destruction of
stock certificates. A Participant may choose to have certificates for other
shares of PNC Bank stock owned by such Participant also held in safekeeping by
the Plan Administrator. There will be a $3.00 fee charged for each deposit of
additional PNC Bank shares, irrespective of the number of shares or the number
of certificates deposited at any one time. Participation in the Plan with
respect to any additional PNC Bank stock deposited for safekeeping is optional.
Certificates will be issued for shares withdrawn from the Plan (See No. 18
below).
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WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
18. HOW MAY A PARTICIPANT WITHDRAW SHARES PURCHASED UNDER THE PLAN?
A Participant may withdraw all or a portion of the shares of Common Stock
credited to his account by notifying the Plan Administrator in writing to that
effect and specifying in the notice the number of shares to be withdrawn, or by
completing and returning the form contained within the Participant's statement
of account. This notice or form should be mailed to the Plan Administrator at
either address shown in No. 3 above. Certificates for whole shares of Common
Stock so withdrawn will be registered in the name of and issued to the
Participant without charge, usually within 14 days of the receipt of such
notification by the Plan Administrator, except as described in the following
sentence. Any notice of withdrawal received after a dividend record date will
not be effective until dividends paid for such record date have been reinvested
and the shares purchased have been credited to the Participant's account. No
dividends will be reinvested on shares withdrawn from a Participant's account
unless an Enrollment Form is or has been submitted with respect to such shares.
19. WHAT HAPPENS TO ANY FRACTIONAL INTEREST WHEN A PARTICIPANT WITHDRAWS SHARES
PURCHASED UNDER THE PLAN?
Any fractional interest withdrawn will be liquidated by the Plan
Administrator on the basis of the then current market value of the Common Stock
and a check issued for the proceeds thereof. In no case will a certificate
representing a fractional interest be issued.
DISCONTINUATION OF DIVIDEND REINVESTMENT
20. HOW DOES A PARTICIPANT DISCONTINUE PARTICIPATION UNDER THE PLAN?
A Participant may discontinue participation under the Plan as to shares of
Common Stock and/or Preferred Stock by notifying the Plan Administrator in
writing to that effect, or by completing and returning the form contained within
the Participant's statement of account. Any notice of discontinuation received
after a dividend record date will not be effective until dividends paid for such
record date have been reinvested and the shares credited to the Participant's
account. If a Participant discontinues participation in the Plan, dividends on
shares held in such Participant's account will be automatically reinvested until
such shares are withdrawn (See No. 18 above). If, after discontinuation, less
than five shares remain in such Participant's account, the Corporation shall
have the right, but shall not be obligated, to issue certificates for such
shares and liquidate any fractional interest in accordance with provisions of
the Plan. Any Participant who elects to discontinue participation shall not be
eligible to make voluntary cash payments.
SALE OR TRANSFER OF SHARES
21. WHAT PROCEDURES SHOULD BE FOLLOWED IF A PARTICIPANT WISHES TO SELL SHARES?
When a Participant wishes to sell all or a portion of the shares credited
to his or her account, there are two options: (i) request the withdrawal of such
shares in accordance with the procedures outlined in No. 18 above and arrange to
sell the shares through a broker chosen by the Participant, or (ii) sell the
shares directly through the Plan by completing and returning the form contained
within the Participant's statement of account. Through the Plan, a Participant
may sell both the shares credited to the Participant's Plan account and any
shares which the Participant had deposited for safekeeping with the Plan
Administrator as discussed in No. 17 above. A Participant can sell shares as
frequently as two times a week through the Plan on dates to be selected by the
Plan Administrator. Shares
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sold in this manner will be sold through the facilities of PNC Brokerage Corp
and will be subject to applicable brokerage costs (currently 10 cents per share
sold) and a handling fee of $15.00 per transaction. PNC Brokerage Corp is a
registered broker-dealer and an affiliate of the Corporation.
Following each sale of shares through the Plan, a Participant will receive
a statement from the Plan Administrator showing the date of sale, number of
shares sold and sale price. As with other Plan statements received, Participants
should retain these sale statements for their tax records. Proceeds from each
sale of shares through the Plan will be remitted to the Participant less
brokerage commissions and applicable handling fees. Additional information
regarding the sale of shares through the Plan may be obtained from the Plan
Administrator.
22. WHAT PROCEDURES SHOULD BE FOLLOWED IF A PARTICIPANT WISHES TO MAKE A GIFT OR
TRANSFER SHARES?
A Participant may transfer without charge ownership of any number of PNC
Bank shares held in his or her Plan account (or in safekeeping) simply by
completing and signing the appropriate Gift/Transfer form and sending such form
to the Plan Administrator. Gift/Transfer forms may be obtained by contacting the
Plan Administrator at either address and/or the phone number listed in No. 3
above. A written notice of any such transfer of shares will be sent to the
recipient-transferee, who will be eligible to participate in the Plan upon
completion of the applicable Enrollment Form. Any shares so transferred will
continue to be held in safekeeping by the Plan Administrator unless a request
for withdrawal of such shares is submitted by the recipient.
SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES
23. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
The Internal Revenue Service has ruled that shareholders participating in
dividend reinvestment plans similar to the Plan are treated for federal income
tax purposes as having received a taxable stock distribution equal to the fair
market value of the amount of stock purchased with reinvested dividends. To the
extent distributions made by the Corporation to its shareholders are treated as
made from the Corporation's earnings and profits, the distributions will be
dividends taxable as ordinary income. The Corporation has sufficient earnings
and profits that participating shareholders can expect that the full amount of
any distribution under the Plan will be taxable as a dividend. Accordingly,
Participants who purchase shares under the Plan through dividend reinvestment
generally will recognize income in an amount equal to the fair market value of a
share of Common Stock on the Investment Date multiplied by the number of shares
purchased (including any fractional share). The tax basis for shares purchased
under these circumstances will be equal to the fair market value of the shares
on the Investment Date. The holding period for such shares will commence on the
day after the Investment Date.
The Internal Revenue Service also has ruled that purchases of stock with
voluntary cash payments under a dividend reinvestment plan that contained
provisions substantially similar to those for voluntary cash payments under the
Plan did not result in income to participants making such purchases.
Accordingly, Participants who purchase Common Stock under the Plan with
voluntary cash payments should not recognize income in connection with such
purchases. The tax basis of shares purchased under these circumstances will be
equal to the purchase price. The holding period for such shares will commence on
the day after the Investment Date.
In the case of any shareholder for whom federal income tax withholding on
dividends is required and in the case of a foreign shareholder whose income is
subject to federal income tax withholding, the Corporation will reinvest
dividends net of the amount of tax required to be withheld.
8
Dividends reinvested under the Plan by corporate shareholders may be
eligible for the 70% dividends-received deduction.
A Participant whose fractional interest in a share of Common Stock is
liquidated for cash under the Plan generally will recognize capital gain or loss
in an amount equal to the difference between the cash payment and the
Participant's tax basis in the fractional interest. Whether any such gain or
loss will be taxed as long-term or short-term capital gain or loss will depend
upon the Participant's holding period.
The foregoing summary of certain federal income tax consequences is general
and does not purport to cover every situation. Moreover, it does not include a
discussion of state and local income tax consequences of participation in the
Plan. Participants should consult their own tax advisers regarding the federal,
state and local tax consequences in their particular circumstances.
OTHER INFORMATION
24. WHAT HAPPENS IF THE CORPORATION ISSUES A STOCK DIVIDEND, DECLARES A STOCK
SPLIT OR HAS A RIGHTS OFFERING WITH RESPECT TO COMMON STOCK?
Any shares resulting from a stock dividend or stock split with respect to
Common Stock (whole shares and any fractional interest) in a Participant's
account will be credited to such account. The basis for any rights offering will
include the shares of Common Stock and any fractional interest credited to a
Participant's account. The number and class of shares subject to the Plan will
be adjusted to reflect such events as stock dividends, stock splits,
recapitalizations and like changes.
25. HOW WILL THE SHARES CREDITED TO A PARTICIPANT'S ACCOUNT BE VOTED AT A
MEETING OF SHAREHOLDERS?
If on a record date for a meeting of shareholders there are shares credited
to a Participant's account under the Plan, the Participant will be sent proxy
material for such meeting. A Participant will be entitled to vote all shares of
Common Stock (including fractional interests) credited to such Participant's
account. The Participant may vote by proxy or in person at any such meeting.
26. WHAT IS THE RESPONSIBILITY OF THE PLAN ADMINISTRATOR?
The Plan Administrator receives the Participants' dividend payments and
voluntary cash payments, invests such amounts in additional shares of Common
Stock, maintains continuing records of each Participant's account, and advises
Participants as to all transactions in and the status of their accounts. The
Plan Administrator acts in the capacity of agent for the Participants.
All notices from the Plan Administrator to a Participant will be addressed
to the Participant at such Participant's last address of record with the Plan
Administrator. The mailing of a notice to a Participant's last address of record
will satisfy the Plan Administrator's duty of giving notice to such Participant.
Therefore, Participants must promptly notify the Plan Administrator of any
change of address.
In administering the Plan, the Plan Administrator will not be liable for
any act or omission to act done in good faith, including, without limitation,
any claim for liability arising out of failure to terminate a Participant's
account upon such Participant's death prior to receipt of written notice of such
death. The Plan Administrator shall have no duties, responsibilities or
liabilities except such as are expressly set forth in the Plan.
9
All transactions in connection with the Plan shall be governed by the laws
of the Commonwealth of Pennsylvania.
27. MAY THE PLAN BE MODIFIED OR DISCONTINUED?
The Corporation reserves the right to suspend or terminate the Plan at any
time. It also reserves the right to make modifications to the Plan. The
Corporation will endeavor to notify Participants of any such suspension,
termination or modification, but the absence of notification will not affect the
effectiveness of the suspension, modification or termination. In addition, the
Corporation may adopt rules and procedures for the administration of the Plan,
interpret the provisions of the Plan and make any necessary determinations
relating thereto. Any such rules, procedures, interpretations and determinations
shall be final and binding.
28. MAY A PARTICIPANT PLEDGE SHARES HELD IN THE PARTICIPANT'S ACCOUNT UNDER THE
PLAN?
No. A Participant who wishes to pledge shares credited to such
Participant's account must request the withdrawal of such shares in accordance
with the procedures outlined in No. 18 above.
USE OF PROCEEDS
The net proceeds from the sale of the Common Stock offered pursuant to the
Plan will be used for general corporate purposes, including, without limitation,
investments in and advances to the Corporation's bank and nonbank subsidiaries.
The amounts and timing of the application of proceeds will depend upon the
funding requirements of the Corporation and its subsidiaries and the
availability of other funds. Based upon current business strategies and the
financial needs of the Corporation, management anticipates that the Corporation
from time to time will engage in additional financings of a character and in
amounts that have yet to be determined.
EXPERTS
The consolidated financial statements of the Corporation and subsidiaries
incorporated by reference in the Annual Report on Form 10-K of the Corporation
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 herein. Such financial statements are incorporated herein
by reference in reliance on the report of Ernst & Young LLP pertaining to such
financial statements 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.
10
LEGAL OPINION
A legal opinion to the effect that the shares of Common Stock offered
hereby, 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
Melanie S. Cibik, Senior Counsel to the Corporation. As of September 30, 1996,
Miss Cibik beneficially owned 693 shares of the Corporation's Common Stock under
the Corporation's employee plans.
INDEMNIFICATION
The Pennsylvania Business Corporation Law of 1988, as amended (the "PABCL")
provides that a corporation may indemnify directors and officers against
liabilities that 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, the power to indemnify does
not exist in the case of actions against a director or an 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 or her duties. A corporation is required to indemnify directors and officers
against expenses that 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. The PABCL provides that the foregoing indemnification provisions
are not exclusive of any other rights to which a director or officer seeking
indemnification may be entitled under any by-law provision, agreement or
otherwise, 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 wilful 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
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 directors and officers of the Corporation in connection
with the performance of their duties. Insofar as indemnification for liabilities
arising under the Securities Act of 1933, as amended (the "Securities Act"), may
be permitted to directors, officers or persons controlling the Corporation
pursuant to the foregoing provisions, the Corporation has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
11
- - -------------------------------------------------------
- - -------------------------------------------------------
THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET FORTH IN THE
REGISTRATION STATEMENT, CERTAIN PORTIONS OF WHICH HAVE BEEN OMITTED PURSUANT TO
THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, AND TO
WHICH PORTIONS REFERENCE IS HEREBY MADE FOR FURTHER INFORMATION WITH RESPECT TO
THE CORPORATION AND THE SECURITIES OFFERED HEREBY. THE REGISTRATION STATEMENT
MAY BE INSPECTED WITHOUT CHARGE BY ANYONE AT THE OFFICE OF THE COMMISSION, 450
FIFTH STREET, N.W., WASHINGTON, D.C. 20549, AND COPIES OF ALL OR ANY PART OF IT
MAY BE OBTAINED FROM THE COMMISSION AT ITS PRINCIPAL OFFICE, 450 FIFTH STREET,
N.W., WASHINGTON, D.C. 20549, UPON PAYMENT OF THE FEES PRESCRIBED BY IT. SUCH
MATERIAL MAY ALSO BE ACCESSED ELECTRONICALLY BY MEANS OF THE COMMISSION'S HOME
PAGE ON THE INTERNET AT "HTTP://WWW.SEC.GOV." SEE "AVAILABLE INFORMATION" AND
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
TABLE OF CONTENTS
Available Information.................. 2
Incorporation of Certain Documents
by Reference......................... 2
The Dividend Reinvestment and
Stock Purchase Plan.................. 3
Use of Proceeds........................ 10
Experts................................ 10
Legal Opinion.......................... 11
Indemnification........................ 11
- - -------------------------------------------------------
- - -------------------------------------------------------
- - -------------------------------------------------------
- - -------------------------------------------------------
LOGO
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
6,623,044 SHARES
COMMON STOCK
($5 PAR VALUE)
------------------
PROSPECTUS
------------------
DECEMBER 30, 1996
- - -------------------------------------------------------
- - -------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following expenses will be incurred in connection with the issuance
and sale of the securities being registered:
To be borne by the Corporation:
Registration Fee . . . . . . . . . . . . . . . . . . . . . . . . $ 70,455.00
New York Stock Exchange Listing Fee . . . . . . . . . . . . . . . 1,500.00
Legal Services . . . . . . . . . . . . . . . . . . . . . . . . . 10,000.00*
Printing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000.00*
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . . . . 5,000.00*
Accounting Fees . . . . . . . . . . . . . . . . . . . . . . . . . 15,000.00*
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . 3,000.00*
-----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . $124,955.00*
===========
*Estimated.
ITEM 15. 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
II-1
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 16. EXHIBITS
The exhibits listed on the Exhibit Index on page II-7 of this
Registration Statement are filed herewith or are incorporated herein by
reference to other filings.
ITEM 17. 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.
Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus
filed with the Securities Exchange Commission (the "Commission")
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 Securities
Exchange Act of 1934, as amended ("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.
II-2
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 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 15 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 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.
II-3
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-3 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 30th day of December, 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 December 30, 1996
- - --------------------------------- Officer and Director
Thomas H. O'Brien (Principal Executive Officer)
/s/ ROBERT L. HAUNSCHILD Senior Vice President and December 30, 1996
- - ----------------------------------- Chief Financial Officer
Robert L. Haunschild (Principal Financial Officer)
/s/ WILLIAM J. JOHNS Senior Vice President and December 30, 1996
- - ------------------------------------- Chief Accounting Officer
William J. Johns (Principal Accounting Officer)
* Director December 30, 1996
- - ----------------------------------------
Paul W. Chellgren
* Director December 30, 1996
- - ----------------------------------------
Robert N. Clay
* Director December 30, 1996
- - ----------------------------------------
George A. Davidson, Jr.
* Director December 30, 1996
- - ----------------------------------------
David F. Girard-diCarlo
II-4
* Director December 30, 1996
- - ----------------------------------------
Dianna L. Green
* Director December 30, 1996
- - ----------------------------------------
C. G. Grefenstette
* Director December 30, 1996
- - ----------------------------------------
Arthur J. Kania
* Director December 30, 1996
- - ----------------------------------------
Bruce Lindsay
* Director December 30, 1996
- - ----------------------------------------
Thomas Marshall
* Director December 30, 1996
- - ----------------------------------------
W. Craig McClelland
* Director December 30, 1996
- - ----------------------------------------
Donald I. Moritz
* Director December 30, 1996
- - ----------------------------------------
Jackson H. Randolph
* President and Director December 30, 1996
- - ----------------------------------------
James E. Rohr
* Director December 30, 1996
- - ----------------------------------------
Roderic H. Ross
* Director December 30, 1996
- - ----------------------------------------
Vincent A. Sarni
II-5
* Vice Chairman and Director December 30, 1996
- - ----------------------------------------
Garry J. Scheuring
* Director December 30, 1996
- - ----------------------------------------
Richard P. Simmons
* Director December 30, 1996
- - ----------------------------------------
Thomas J. Usher
* Director December 30, 1996
- - ----------------------------------------
Milton A. Washington
* Director December 30, 1996
- - ----------------------------------------
Helge H. Wehmeier
*By /s/ MELANIE S. CIBIK
-----------------------------------
Melanie S. Cibik, Attorney-in-Fact,
pursuant to Powers of Attorney
filed herewith
Date: December 30, 1996
II-6
INDEX OF EXHIBITS
Exhibit 4.1 Articles of Incorporation, as amended, of the Corporation,
incorporated herein by reference to Exhibits 99.1 and 99.2 of the
Corporation's Current Report on Form 8-K dated October 7, 1996
(Commission File No. 1-9718).
Exhibit 4.2 By-Laws, as amended, of the Corporation, incorporated herein by
reference to Exhibit 4.2 of the Corporation's Registration
Statement on Form S-8, relating to the PNC Bank Corp. Employee
Stock Purchase Plan (Commission File No. 33-62311).
Exhibit 4.3 Dividend Reinvestment and Stock Purchase Plan as set forth in
full in the Prospectus, to which reference is hereby made.
Exhibit 4.4 Dividend Reinvestment and Stock Purchase Plan Authorization Form,
filed herewith.
Exhibit 5 Opinion of Melanie S. Cibik, Esq., Senior Counsel to the
Corporation, 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 Melanie S. Cibik, Esq., Senior Counsel to the
Corporation, 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 Robert N. Clay, a Director of the
Corporation, filed herewith.
II-7