AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 25, 1997 REGISTRATION NO. 33-54960 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- POST-EFFECTIVE AMENDMENT NO. 1 TO 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 (412) 762-1553 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ---------- PNC BANK CORP. 1997 LONG-TERM INCENTIVE AWARD PLAN (Full title of the Plan) ---------- WALTER E. GREGG, JR., ESQ. SENIOR 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. ---------- =============================================================================== EXPLANATORY NOTE: This Post-Effective Amendment No. 1 to Form S-8 Registration Statement (No. 33-54960) (the "Registration Statement") of PNC Bank Corp. (the "Corporation") is being filed to reflect the renaming of the "PNC Bank Corp. 1992 Long-Term Incentive Award Plan" to the "PNC Bank Corp. 1997 Long-Term Incentive Award Plan." On April 22, 1997, the Corporation's shareholders at the 1997 Annual Meeting approved the renaming, amendment and restatement of the Plan, a copy of which is filed herewith as Exhibit 4.3. "Item 8. Exhibits" in Part II of the Registration Statement is hereby amended and restated in its entirety to read as set forth below: "ITEM 8. EXHIBITS The exhibits listed below are filed herewith or are incorporated herein by reference to other filings: 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 at Registration No. 33-62311. Exhibit 4.3 PNC Bank Corp. 1997 Long-Term Incentive Award Plan, filed herewith. Exhibit 5 Opinion of William F. Strome, Esq., previously filed as Exhibit 5 to the Registration Statement on Form S-8 at Registration No. 33-54960. Exhibit 23.1 Consent of Ernst & Young LLP, independent auditors of the Corporation, previously filed as Exhibit 23 to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1996 (Commission File No. 1-9718). Exhibit 23.2 Consent of William F. Strome, Esq., contained in the opinion filed 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, filed herewith. Exhibit 24.3 Power of Attorney of Jackson H. Randolph, filed herewith. Exhibit 24.4 Power of Attorney of Vincent A. Sarni, filed herewith." 2 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-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 25th day of April, 1997. 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 April 25, 1997 Thomas H. O'Brien Officer and Director (Principal Executive Officer) /s/ ROBERT L. HAUNSCHILD - ------------------------ Senior Vice President April 25, 1997 Robert L. Haunschild and Chief Financial Officer (Principal Financial Officer) /s/ WILLIAM J. JOHNS - ------------------------ Senior Vice President and April 25, 1997 William J. Johns Chief Accounting Officer (Principal Accounting Officer) * - ------------------------ Director April 25, 1997 Robert N. Clay * - ------------------------ Director April 25, 1997 George A. Davidson, Jr. * - ------------------------ Director April 25, 1997 David F. Girard-diCarlo * - ------------------------ Director April 25, 1997 Dianna L. Green 3 * - ----------------------- Director April 25, 1997 C. G. Grefenstette * - ----------------------- Director April 25, 1997 Bruce Lindsay * - ----------------------- Director April 25, 1997 Thomas Marshall * - ----------------------- Director April 25, 1997 W. Craig McClelland * - ----------------------- Director April 25, 1997 Jackson H. Randolph * - ----------------------- President and Director April 25, 1997 James E. Rohr * - ----------------------- Director April 25, 1997 Roderic H. Ross * - ----------------------- Director April 25, 1997 Vincent A. Sarni * - ----------------------- Director April 25, 1997 Garry J. Scheuring * - ----------------------- Director April 25, 1997 Richard P. Simmons * - ----------------------- Director April 25, 1997 Thomas J. Usher * - ----------------------- Director April 25, 1997 Milton A. Washington 4 * - ----------------------- Director April 25, 1997 Helge H. Wehmeier *By /s/ MELANIE S. CIBIK -------------------------------- Melanie S. Cibik, Attorney-in-Fact, pursuant to Powers of Attorney filed herewith Date: April 25, 1997 5 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 at Registration No. 33-62311. Exhibit 4.3 PNC Bank Corp. 1997 Long-Term Incentive Award Plan, filed herewith. Exhibit 5 Opinion of William F. Strome, Esq., previously filed as Exhibit 5 to the Registration Statement on Form S-8 at Registration No. 33-54960. Exhibit 23.1 Consent of Ernst & Young LLP, independent auditors of the Corporation, previously filed as Exhibit 23 to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1996 (Commission File No. 1-9718). Exhibit 23.2 Consent of William F. Strome, Esq., 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, filed herewith. Exhibit 24.3 Power of Attorney of Jackson H. Randolph, filed herewith. Exhibit 24.4 Power of Attorney of Vincent A. Sarni, filed herewith. 6