SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE 13G (RULE 13d-102) INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) Great Financial Corp. - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock - ------------------------------------------------------------------------------ (Title of Class of Securities) 390516-102 - ------------------------------------------------------------------------------ (CUSIP Number) ---------- CUSIP No. 390516-102 Page 1 of 6 Pages 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of above persons PNC Bank Corp. 25-1435979 2) Check the Appropriate Box if a Member of a Group (See Instructions) a) [ ] b) [ ] 3) SEC USE ONLY 4) Citizenship or Place of Organization Pennsylvania Number of Shares 5) Sole Voting Power 1,283,487 Beneficially Owned By Each Reporting Person With 6) Shared Voting Power 809,580 7) Sole Dispositive Power 130,625 8) Shared Dispositive Power 1,129,637 9) Aggregate Amount Beneficially Owned by Each Reporting Person 2,093,067 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11) Percent of Class Represented by Amount in Row (9) 14.0 12) Type of Reporting Person (See Instructions) HC SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE 13G (RULE 13d-102) INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) Great Financial Corp. - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock - ------------------------------------------------------------------------------ (Title of Class of Securities) 390516-102 - ------------------------------------------------------------------------------ (CUSIP Number) ---------- CUSIP No. 390516-102 Page 2 of 6 Pages 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of above persons PNC Bancorp, Inc. 51-0326854 2) Check the Appropriate Box if a Member of a Group (See Instructions) a) [ ] b) [ ] 3) SEC USE ONLY 4) Citizenship or Place of Organization Delaware Number of Shares 5) Sole Voting Power 1,283,487 Beneficially Owned By Each Reporting Person With 6) Shared Voting Power 809,580 7) Sole Dispositive Power 130,625 8) Shared Dispositive Power 1,129,637 9) Aggregate Amount Beneficially Owned by Each Reporting Person 2,093,067 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11) Percent of Class Represented by Amount in Row (9) 14.0 12) Type of Reporting Person (See Instructions) HC - 2 - SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE 13G (RULE 13d-102) INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) Great Financial Corp. - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock - ------------------------------------------------------------------------------ (Title of Class of Securities) 390516-102 - ------------------------------------------------------------------------------ (CUSIP Number) ---------- CUSIP No. 390516-102 Page 3 of 6 Pages 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of above persons PNC Bank, Kentucky, Inc. 61-0191580 2) Check the Appropriate Box if a Member of a Group (See Instructions) a) [ ] b) [ ] 3) SEC USE ONLY 4) Citizenship or Place of Organization Kentucky Number of Shares 5) Sole Voting Power 1,282,487 Beneficially Owned By Each Reporting Person With 6) Shared Voting Power 809,580 7) Sole Dispositive Power 130,625 8) Shared Dispositive Power 1,129,637 9) Aggregate Amount Beneficially Owned by Each Reporting Person 2,092,067 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11) Percent of Class Represented by Amount in Row (9) 14.0 12) Type of Reporting Person (See Instructions) BK - 3 - ITEM 4 - OWNERSHIP: The following information is as of December 31, 1996: (a) Amount Beneficially Owned: 2,093,067 shares* (b) Percent of Class: 14.0 (c) Number of shares to which such person has: (i) sole power to vote or to direct the vote 1,283,487 (ii) shared power to vote or to direct the vote 809,580 (iii) sole power to dispose or to direct the disposition of 130,625 (iv) shared power to dispose or to direct the disposition of 1,129,637 * See the response to Item 6. - 4 - ITEM 6 - OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Substantially all of the shares held by PNC Bank, Kentucky, Inc. ("PNC-KY") are held by PNC-KY in a trustee capacity relating to various employee benefit plans. Of the shares held in trusts, certain other persons as provided in trust documents may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares. At December 31, 1996, 1,313,639 shares were subject to the Great Financial Bank, FSB Employee Stock Ownership Plan, for which PNC-KY serves as trustee. At such date, PNC-KY had sole voting power with respect to 1,129,637 shares, and with respect to the remaining 184,002 shares had the power to vote such shares to the extent it did not receive direction from participants. ITEM 10 - CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. - 5 - SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 14, 1997 -------------------------------------------- Date /s/ ROBERT L. HAUNSCHILD -------------------------------------------- Signature - PNC Bank Corp. Robert L. Haunschild, Senior Vice President and Chief Financial Officer -------------------------------------------- Name/Title February 14, 1997 -------------------------------------------- Date /s/ PAUL L. AUDET -------------------------------------------- Signature - PNC Bancorp, Inc. Paul L. Audet, Vice President -------------------------------------------- Name/Title February 14, 1997 -------------------------------------------- Date /s/ JAMES M. KINSMAN, JR. -------------------------------------------- Signature - PNC Bank, Kentucky, Inc. James M. Kinsman, Jr., Senior Vice President -------------------------------------------------------------------- Name/Title AN AGREEMENT TO FILE A JOINT STATEMENT WAS PREVIOUSLY FILED AS EXHIBIT A TO THE SCHEDULE 13G FILED ON FEBRUARY 14, 1995. - 6 -