AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 29, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PNC BANK CORP. PNC FUNDING CORP
(Exact name of registrants as specified in their charters)
PENNSYLVANIA PENNSYLVANIA
(State or other jurisdiction of incorporation or (State or other jurisdiction of incorporation or
organization) organization)
25-1435979 25-1234372
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
249 FIFTH AVENUE 1600 MARKET STREET
PITTSBURGH, PENNSYLVANIA 15222 PHILADELPHIA, PENNSYLVANIA 19101
(412) 762-1553 (215) 585-5000
(Address, including zip code, and telephone number, (Address, including zip code, and telephone number,
including area code, of registrant's principal executive including area code, of registrant's principal executive
offices) offices)
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ROBERT L. HAUNSCHILD
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
PNC BANK CORP.
249 FIFTH AVENUE
PITTSBURGH, PA 15222
(412) 762-5770
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
CATHERINE COLLINS MCCOY, ESQ.
ARNOLD & PORTER
555 TWELFTH STREET, N.W.
WASHINGTON, D.C. 20004
(202)942-5055
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement, as the
Registrants may determine.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
----------------
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AGGREGATE PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
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Debt Securities--to be issued by PNC Funding Corp
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Common Stock--to be issued by PNC Bank Corp.(2) $1,300,000,000(3) 100% $1,300,000,000 $393,939.40
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Preferred Stock--to be issued by PNC Bank Corp.
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Guarantees--constituting guarantees of the Debt
Securities by PNC Bank Corp. $1,300,000,000(3) (4) (4) None
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Depositary Shares--to be issued by PNC Bank Corp. (5) (4) (4) None
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Common Stock--to be issued by PNC Bank Corp. (6) (4) (4) None
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(1) This amount is estimated solely for the purpose of calculating the
registration fee. The proposed maximum offering price per unit will be
determined from time to time in connection with the issuance of securities
registered hereunder.
(2) The aggregate amount of Common Stock registered hereunder will be limited to
that which is permissible under Rule 415(a)(4) under the Securities Act of
1933.
(3) There is being registered hereunder such Debt Securities and such number of
shares of Common Stock and Preferred Stock as will result in aggregate
proceeds of $1,300,000,000; or, if any Debt Securities are issued at an
original issue discount, such greater amount as shall result in net proceeds
of $1,300,000,000 to PNC Funding Corp.
(4) No separate consideration will be received.
(5) There are being registered hereunder such indeterminate number of Depositary
Shares to be evidenced by Depositary Receipts issued pursuant to a Deposit
Agreement. In the event that the Registrant elects to offer to the public
fractional interests of the Preferred Stock registered hereunder, Depositary
Receipts will be distributed to those persons purchasing such fractional
interests and the underlying Preferred Stock will be issued to the
Depositary under the Deposit Agreement.
(6) There are also being registered hereunder shares of Common Stock, the number
of which has not been determined, issuable upon conversion of the Preferred
Stock registered hereunder, to the extent any of such Preferred Stock is by
its terms convertible into Common Stock.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED AUGUST 29, 1997
PROSPECTUS
PNC FUNDING CORP
DEBT SECURITIES
PNC BANK LOGO
PNC BANK CORP.
UNCONDITIONAL GUARANTEE OF PNC FUNDING CORP DEBT SECURITIES
AS TO PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST
COMMON STOCK ($5.00 PAR VALUE)
PREFERRED STOCK ($1.00 PAR VALUE)
PNC Funding Corp ("PNC Funding") from time to time may offer its unsecured
debt securities consisting of debentures, notes and/or other unsecured evidences
of indebtedness (the "Debt Securities") and PNC Bank Corp. ("PNC" or the
"Corporation") from time to time may offer shares of its common stock, $5.00 par
value per share ("Common Stock"), either originally issued or treasury shares,
and shares of its preferred stock, $1.00 par value per share ("Preferred
Stock"), up to an amount resulting in combined net proceeds to PNC Funding and
PNC of $1,300,000,000. The Debt Securities may be either senior (the "Senior
Debt Securities") or subordinated in priority of payment (the "Subordinated Debt
Securities"). All such Senior Debt Securities and Subordinated Debt Securities
will be unconditionally guaranteed on a senior or subordinated basis,
respectively, as to payment of principal, premium, if any, and interest (the
"Guarantees") by PNC. The Debt Securities, the Common Stock and the Preferred
Stock (collectively, the "Securities") may be offered separately or together, in
separate series in amounts, at prices and on terms to be set forth in
supplements to this Prospectus (a "Prospectus Supplement"), which will be
delivered together with this Prospectus at the time of the particular Securities
offering.
The Debt Securities, the Common Stock and the Preferred Stock may be offered
and sold to or through underwriters or dealers, directly to other purchasers or
through agents. Underwritten offerings of the Securities may involve
underwriting syndicates represented by managing underwriters, or underwriters
without a syndicate. See "Plan of Distribution." The names of, and the principal
amounts to be purchased by, underwriters or agents, if any, and the compensation
of such underwriters or agents, including applicable commissions and discounts,
will be set forth in the Prospectus Supplement. The aggregate net proceeds to
PNC Funding and PNC from the sale of the Debt Securities, the Common Stock and
the Preferred Stock will be the public offering or purchase price of the
Securities sold less the aggregate of any applicable commissions, discounts and
other expenses of issuance and distribution.
The applicable Prospectus Supplement for offered Debt Securities, among
other things and where applicable, will include the specific designation,
priority, aggregate principal amount, denominations, maturity, premium, interest
rate (which may be fixed or variable) and time of payment of interest,
redemption terms, terms for sinking fund payments, the initial public offering
price, terms relating to temporary or global securities, provisions regarding
repayment, provisions regarding convertibility, special provisions and
restrictions relating to Debt Securities, the principal, premium and interest of
which is denominated and payable in a foreign currency or currency unit,
provisions regarding original issue discount securities, and other terms of the
offer and sale of such Debt Securities.
The applicable Prospectus Supplement for offered Common Stock, among other
things, will include the number of shares and other terms of the offer and sale
of such Common Stock.
The applicable Prospectus Supplement for offered Preferred Stock, among
other things and where applicable, will include the specific designation, number
of shares, whether fractional interests will be offered through depositary
arrangements, dividend rate or method of calculation, dividend periods, dividend
payment dates, whether dividends are cumulative or noncumulative, liquidation
preference, any redemption, sinking fund, or conversion or exchange provisions,
voting or other rights, and other terms of the offer and sale of such Preferred
Stock.
The applicable Prospectus Supplement will also contain information, where
applicable, concerning United States federal income tax considerations relating
to, and as to any listing on a securities exchange of, the Securities covered by
such Prospectus Supplement.
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THESE SECURITIES AND THE GUARANTEES ARE NOT SAVINGS OR DEPOSIT ACCOUNTS OR OTHER
OBLIGATIONS OF ANY BANK. THEY ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER INSURER OR GOVERNMENTAL AGENCY.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS , 1997.
AVAILABLE INFORMATION
PNC is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Information, as of particular dates, concerning directors and
executive officers, their compensation, options granted to them, the principal
holders of securities of PNC and any material interest of such persons in
transactions with PNC is disclosed in proxy statements distributed to
shareholders of PNC and filed with the Commission. Such reports, proxy
statements and other information can be inspected and copied at the Public
Reference Room of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20459, and the Commission's Regional Offices at 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and Seven World Trade Center, 13th Floor, New
York, New York 10048. Copies of such materials can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20459 at prescribed rates. In addition, such material may be accessed
electronically at the Commission's site on the World Wide Web located at
http://www.sec.gov. Such reports, proxy statements and other materials
concerning PNC may also be inspected at the office of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005, on which exchange PNC's
Common Stock and certain series of Preferred Stock are listed.
PNC Funding and PNC have filed with the Commission a Registration Statement
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Securities being offered by this Prospectus. This Prospectus does
not contain all of the information set forth in the Registration Statement,
certain portions of which have been omitted as permitted by the rules and
regulations of the Commission. For additional information about PNC Funding, PNC
and the Securities, reference is made to the Registration Statement, including
the exhibits thereto. The Registration Statement may be inspected by anyone
without charge at the principal office of the Commission in Washington, D.C. and
copies of all or any part of it may be obtained from the Commission upon payment
of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by PNC with the Commission are incorporated
herein by reference:
(1) PNC's Annual Report on Form 10-K for the year ended December 31,
1996, as amended by Form 10-K/A (Amendment No. 1) filed on June 30, 1997;
(2) Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 1997 and June 30, 1997;
(3) Current Reports on Form 8-K dated as of April 15, 1997, July 9,
1997 and July 16, 1997; and
(4) Description of PNC's Common Stock and certain series of Preferred
Stock contained in the Form 8-A filed on September 24, 1987.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Securities shall be deemed to be incorporated
by reference into this Prospectus and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated by
reference 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 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. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
PNC will provide without charge to each person to whom this Prospectus is
delivered, on the written or oral request of such person, a copy of any or all
documents incorporated herein by reference (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference into
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 or "gdavies@usaor.net" on
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the Internet. Telephone requests may be directed to (412)762-1553. PNC's
Exchange Act filings are also electronically available to the public at its
World Wide Web site at http://www.pncbank.com.
PNC BANK CORP.
PNC is a bank holding company registered under the Bank Holding Company Act
of 1956, as amended (the "BHC Act"). PNC was incorporated under the laws of the
Commonwealth of Pennsylvania in 1983 with the consolidation of Pittsburgh
National Corporation and Provident National Corporation. Since 1983, PNC has
diversified its geographic presence and product capabilities through strategic
bank and nonbank acquisitions and the formation of various nonbank subsidiaries.
PNC is one of the largest diversified financial service companies in the
United States. The Corporation operates through five lines of business: Consumer
Banking, Corporate Banking, Real Estate Banking, Mortgage Banking and Asset
Management. Each line of business focuses on specific customer segments and
offers financial products and services in PNC's primary geographic markets in
Pennsylvania, New Jersey, Delaware, Ohio and Kentucky and nationally through
retail distribution networks and alternative delivery channels. At June 30,
1997, the Corporation's consolidated assets, loans (net of unearned income),
deposits, and shareholders' equity were $72.0 billion, $53.5 billion, $45.2
billion and $5.4 billion, respectively.
While the Corporation manages five lines of business, the corporate legal
structure consists of 10 subsidiary banks and over 110 active nonbank
subsidiaries. PNC Bank, National Association, headquartered in Pittsburgh,
Pennsylvania ("PNC Bank"), is the Corporation's principal bank subsidiary. At
June 30, 1997, PNC Bank had total assets of $57.5 billion, representing
approximately 80% of the Corporation's consolidated assets.
PNC's principal executive offices are located at One PNC Plaza, 249 Fifth
Avenue, Pittsburgh, Pennsylvania 15222, and its telephone number is
(412)762-1553.
PNC FUNDING CORP
PNC Funding is a wholly-owned indirect subsidiary of PNC. PNC Funding was
incorporated under the laws of the Commonwealth of Pennsylvania in 1972 and is
engaged in financing the activities of PNC and its subsidiaries through the
issuance of commercial paper and other debt guaranteed by PNC.
PNC Funding's principal executive offices are located at 1600 Market
Street, Philadelphia, Pennsylvania 19101, and its telephone number is
(215)585-5000.
SUPERVISION, REGULATION AND OTHER MATTERS
The Corporation and its subsidiaries are subject to extensive governmental
regulation. The coverage of the regulations range from activity, investment and
dividend limitations on the bank holding company and its subsidiaries to
consumer-related protections for loans, deposits, brokerage and mutual fund
customers. The following information is not intended to be an exhaustive
description of the statutes and regulations applicable to PNC. The discussion is
qualified in its entirety by reference to all particular statutory or regulatory
provisions. Additional information regarding supervision and regulation is
included in the incorporated documents. See "Incorporation of Certain Documents
by Reference."
As a bank holding company registered under the BHC Act, PNC's primary bank
regulatory authority is the Board of Governors of the Federal Reserve System
(the "Federal Reserve"). Under Federal Reserve policy, a bank holding company is
expected to act as a source of strength to each of its subsidiary banks and to
commit resources to support each such bank. As a result of that policy, PNC may
be required to commit resources to its subsidiary banks in circumstances where
it might not otherwise do so. Moreover, the actions and policy directives of the
Federal Reserve determine to a significant degree the cost and the availability
of funds obtained from money market sources for lending and investing. The
Federal Reserve's policies and regulations also influence, directly and
indirectly, the rates of interest paid by commercial banks on their time and
savings deposits. The nature and impact on PNC of future changes in monetary and
other policies of the
3
Federal Reserve are not predictable, as such changes also depend on economic
conditions and domestic and foreign governmental policies, among other factors.
PNC is a legal entity separate and distinct from PNC Funding, PNC Bank and
its other subsidiaries and affiliates. Such subsidiaries and affiliates are also
subject to supervision and examination by various federal and state regulatory
agencies, including the Office of the Comptroller of the Currency ("OCC") with
respect to PNC Bank. Because PNC is a holding company, its rights and the rights
of its creditors and shareholders, including the holders of the Securities, to
participate in the assets of any subsidiary upon the latter's liquidation or
recapitalization will be subject to the prior claims of the subsidiary's
creditors, except to the extent that PNC may itself be a creditor with
recognized claims against the subsidiary.
PNC derives substantially all of its income from payment of dividends by
its bank and non-bank subsidiaries. There are various legal limitations on the
extent to which PNC's bank subsidiaries may extend credit, pay dividends or
otherwise supply funds to PNC. For example, the approval of the OCC is required
if total dividends by a national bank in any calendar year exceed net profits
(as defined) for that year combined with its retained profits for the preceding
two years. In addition, dividends for such a bank may not be paid in excess of
the bank's undivided profits. State-chartered bank subsidiaries are subject to
dividend limitations imposed by applicable state law. The approval of the Office
of Thrift Supervision may be required if total dividends declared by PNC's
savings association subsidiary in any calendar year exceed amounts specified in
that agency's regulations. In determining whether and to what extent to pay
dividends, each bank subsidiary must also consider the effect of dividend
payments on applicable risk-based capital and leverage requirements (as
described below) as well as policy statements of the federal regulatory agencies
that indicate that banking organizations should generally pay dividends out of
current operating earnings. Contractual restrictions may also limit the ability
to pay dividends, such as those contained in documentation relating to
mandatorily redeemable capital securities in the event of a default.
The U.S. federal bank regulatory authorities have each adopted risk-based
capital guidelines to which the Corporation and its insured depository
institutions subsidiaries are subject. These guidelines are based on an
international agreement developed by the Basle Committee on Banking Regulations
and Supervisory Practices, which consists of representatives of central banks
and supervisory authorities in 12 countries including the United States of
America. The guidelines establish a systematic analytical framework that makes
regulatory capital requirements more sensitive to differences in risk profiles
among banking organizations, takes off-balance sheet exposures into explicit
account in assessing capital adequacy and minimizes disincentives to holding
liquid, low-risk assets. Risk-based assets are determined by allocating assets
and specified off-balance sheet commitments and exposures into four weighted
categories, with higher levels of capital being required for the categories
perceived as representing greater risk. From time to time, the federal
regulatory agencies propose amendments to and issue interpretations of their
risk-based capital guidelines and reporting instructions, which can affect
reported capital ratios and net risk-adjusted assets.
Each of the Corporation's subsidiary banks is required to maintain a
minimum total risk-based ratio of 8%, of which half (4%) must be "Tier I"
capital. In addition, U.S. federal bank regulators have established leverage
ratio (Tier I capital to average total adjusted assets) guidelines providing for
a minimum leverage ratio of 3% for banks meeting certain specified criteria,
including excellent asset quality, high liquidity, low interest rate exposure
and the highest regulatory rating. Institutions not meeting these criteria are
expected to maintain a ratio which exceeds the 3% minimum by at least 100 to 200
basis points. The federal bank regulatory authorities may, however, set higher
capital requirements when a bank's particular circumstances warrant.
The federal banking agencies possess broad powers to take corrective action
as deemed appropriate for an insured depository institution and its holding
companies. The extent of these powers depends upon whether the institution in
question is considered "well capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized" or "critically
undercapitalized." Generally, as an institution is deemed to be less well
capitalized, the scope and severity of the agencies' powers increase. The
agencies' corrective powers can include, among other things, requiring an
insured financial institution to adopt a capital restoration plan which cannot
be approved unless guaranteed by the institution's parent holding company;
placing limits on asset
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growth and restrictions on activities; placing restrictions on transactions with
affiliates; restricting the interest rates the institution may pay on deposits;
prohibiting the institution from accepting deposits from correspondent banks;
prohibiting the payment of principal or interest on subordinated debt;
prohibiting the holding company from making capital distributions without prior
regulatory approval; and, ultimately, appointing a receiver for the institution.
Business activities may also be influenced by an institution's capital
classification. For instance, only a "well capitalized" depository institution
may accept brokered deposits without prior regulatory approval and only an
"adequately capitalized" depository institution may accept brokered deposits
with prior regulatory approval. At June 30, 1997, each of the Corporation's
subsidiary banks exceeded the required ratios for classification as "well
capitalized."
The deposits of the Corporation's subsidiary banks are insured by the
Federal Deposit Insurance Corporation (the "FDIC") and are subject to FDIC
insurance assessments. The amount of FDIC assessments paid by individual insured
depository institutions is based on their relative risk as measured by
regulatory capital ratios and certain other factors. Currently, the
Corporation's bank subsidiaries are not assessed any premium for deposits
insured by either the Bank Insurance Fund or by the Savings Association
Insurance Fund. The Corporation's bank subsidiaries, however, continue to pay
premiums based on deposit levels to service debt on bonds issued by a
governmental entity.
Under U.S. federal law, a financial institution insured by the FDIC under
common ownership with a failed institution can be required to indemnify the FDIC
for its losses resulting from the insolvency of the failed institution, even if
such indemnification causes the affiliated institution also to become insolvent.
As a result, the Corporation's subsidiary banks could, under certain
circumstances, be obligated for the liabilities of its affiliates that are
FDIC-insured institutions. In addition, if any insured depository institution
becomes insolvent and the FDIC is appointed its conservator or receiver, the
FDIC may disaffirm or repudiate any contract or lease to which such institution
is a party, the performance of which is determined to be burdensome and the
disaffirmance or repudiation of which is determined to promote the orderly
administration of the institution's affairs. If federal law were construed to
permit the FDIC to apply these provisions to debt obligations of an insured
depository institution the result could be that such obligations would be
prepaid without premium even where by their terms they were not prepayable or
prepayable only with a premium. Federal law also accords the claims of a
receiver of an insured depository institution for administrative expenses and
the claims of holders of deposit liabilities of such an institution priority
over the claims of general unsecured creditors of such an institution in the
event of a liquidation or other resolution of such institution.
The BHC Act currently permits adequately capitalized and adequately managed
bank holding companies from any state to acquire banks and bank holding
companies located in any other state, subject to certain conditions. Effective
June 1, 1997, the Corporation's bank subsidiaries have the ability, subject to
certain restrictions, to consolidate with other banking subsidiaries of the
Corporation or to acquire by acquisition or merger branches outside of their
home state. The Corporation has taken advantage of such and certain related
state actions as evidenced by the September 6, 1996 merger of PNC Bank, National
Association and Midlantic Bank, National Association, and may do so again in the
future with its bank subsidiaries. Competition may increase as banks branch
across state lines and enter new markets.
5
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
The following unaudited table presents the consolidated ratio of earnings
to fixed charges of PNC. The consolidated ratio of earnings to fixed charges has
been computed by dividing income before income taxes and cumulative effect of
changes in accounting principles and fixed charges by fixed charges. Fixed
charges represent all interest expense (ratios are presented both excluding and
including interest on deposits), the portion of net rental expense which is
deemed to be equivalent to interest on debt, borrowed funds discount
amortization expense and distributions on trust preferred capital securities.
Interest expense (other than on deposits) includes interest on bank notes and
senior debt, federal funds purchased, repurchase agreements, other borrowed
funds and subordinated debt. Since PNC Funding is a provider of funds to PNC and
its subsidiaries, fixed charges ratios have been presented on a consolidated
basis.
YEAR ENDED DECEMBER 31,
SIX MONTHS ENDED ----------------------------------------
JUNE 30, 1997 1996 1995 1994 1993 1992
---------------- ---- ---- ---- ---- ----
Excluding interest on
deposits...................... 2.40x 2.39x 1.42x 2.10x 2.62x 2.35x
Including interest on
deposits...................... 1.62 1.60 1.21 1.53 1.67 1.37
CONSOLIDATED RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
The following unaudited table presents the consolidated ratio of earnings
to combined fixed charges and preferred stock dividends of PNC. The consolidated
ratio of earnings to combined fixed charges and preferred stock dividends has
been computed by dividing income before income taxes, cumulative effect of
changes in accounting principles and fixed charges by fixed charges and
preferred stock dividends. Fixed charges represent all interest expense (ratios
are presented both excluding and including interest on deposits), the portion of
net rental expense which is deemed to be equivalent to interest on debt,
borrowed funds discount amortization expense and distributions on trust
preferred capital securities. Interest expense (other than on deposits) includes
interest on bank notes and senior debt, federal funds purchased, repurchase
agreements, other borrowed funds and subordinated debt.
YEAR ENDED DECEMBER 31,
SIX MONTHS ENDED ----------------------------------------
JUNE 30, 1997 1996 1995 1994 1993 1992
---------------- ---- ---- ---- ---- ----
Excluding interest on
deposits...................... 2.36x 2.38x 1.42x 2.09x 2.60x 2.33x
Including interest on
deposits...................... 1.62 1.60 1.21 1.53 1.66 1.37
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USE OF PROCEEDS
Unless otherwise provided in the Prospectus Supplement, PNC Funding and PNC
will apply the net proceeds from the sale of the Securities offered hereby to
their general funds to be used for corporate financing purposes, including
advances to PNC (in the case of PNC Funding) and subsidiaries of PNC (including
its bank subsidiaries), financing of possible future acquisitions, repayment of
outstanding indebtedness and repurchases of issued and outstanding shares of
Common Stock under authorized programs of PNC. The amount and timing of advances
will depend on future growth and financing requirements of PNC and its
subsidiaries. Pending ultimate application, the net proceeds may be used to make
short-term investments or reduce borrowed funds. In view of anticipated funding
requirements, PNC Funding or PNC may from time to time engage in additional
financings of a character and in amounts to be determined.
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES
The Debt Securities will constitute either Senior Debt Securities of PNC
Funding or Subordinated Debt Securities of PNC Funding. The following
description of the terms of the Debt Securities sets forth certain general terms
and provisions of the Debt Securities to which any Prospectus Supplement may
relate. The particular terms of the Debt Securities and Guarantees offered by
any Prospectus Supplement ("Offered Debt Securities") and the extent, if any, to
which such general provisions may apply to the Debt Securities and Guarantees so
offered will be described in the Prospectus Supplement relating to such Offered
Debt Securities.
The Offered Debt Securities are to be issued under an Indenture, dated as
of December 1, 1991, as amended by a Supplemental Indenture dated as of February
15, 1993 (as amended, the "Indenture"), a copy of which has been filed with the
Commission. The Chase Manhattan Bank, formerly known as Chemical Bank and as
successor by merger to Manufacturers Hanover Trust Company, shall be the Trustee
under the Indenture ("Trustee"), unless a different Trustee for a series of Debt
Securities is named in the Prospectus Supplement. For each series of Debt
Securities, a supplemental indenture may be entered into among PNC Funding, PNC
and The Chase Manhattan Bank or such other Trustee as may be named in the
Prospectus Supplement relating to such series of Debt Securities. The following
summaries of certain provisions of the Indenture do not purport to be complete
and are subject to, and are qualified in their entirety by reference to, all the
provisions of the Indenture, including the definitions therein of certain terms.
Wherever particular sections or defined terms of the Indenture are referred to,
it is intended that such sections or defined terms shall be incorporated herein
by reference.
GENERAL
The Debt Securities will be unsecured obligations of PNC Funding.
Although the amount of Offered Debt Securities will be limited to the
amount that will result in net proceeds to PNC Funding as described on the cover
page of this Prospectus, the Indenture does not limit the aggregate principal
amount of debt securities that may be issued thereunder from time to time in one
or more series.
Reference is made to the Prospectus Supplement relating to the particular
series of Debt Securities offered thereby for the terms of the Offered Debt
Securities, including, where applicable; (1) the form, title and denomination of
the Debt Securities; (2) the aggregate principal amount of the Debt Securities;
(3) the date or dates on which Debt Securities may be issued; (4) the date or
dates on which the principal of, and premium, if any, on the Debt Securities
shall be payable; (5) the rate or rates, or the method of determination thereof,
at which the Debt Securities shall bear interest, if any, the date or dates from
which such interest shall accrue, and the Interest Payment Dates on which such
interest shall be payable; (6) the priority of payment of such Debt Securities
and thus whether they shall be designated as Senior Debt Securities or
Subordinated Debt Securities; (7) the place or places where the principal of,
and premium, if any, and interest on Debt Securities of the series shall be
payable; (8) the provisions, if any, for optional or mandatory redemption of the
Debt Securities, including any sinking fund provisions; (9) if other than the
principal amount thereof, the
7
portion of the principal amount of Debt Securities which shall be payable upon
declaration of acceleration of the Maturity thereof in accordance with the
provisions of the Indenture; (10) whether payment of the principal of, premium,
if any, and interest, if any, on the Debt Securities shall be with or without
deduction for taxes, assessments or governmental charges, and with or without
reimbursement of taxes, assessments or governmental charges paid by Holders;
(11) any Events of Default or Defaults with respect to the Debt Securities that
differ from those set forth in the Indenture; (12) whether the securities of
such series are to be issued in a form registered as to principal ("Registered
Securities") (with or without interest coupons ("Coupons")) or in a form
registered with regard to principal and interest ("Fully Registered Securities")
or in bearer form ("Unregistered Securities"), or as both Registered Securities
and Unregistered Securities; (13) the currency or currencies, or currency unit
or currency units in which the principal of, and premium, if any, and interest,
if any, on the Debt Securities are to be denominated, payable, redeemable or
repurchaseable, as the case may be; (14) if other than as set forth in the
Indenture, provisions the satisfaction and discharge of the indebtedness
represented by the Debt Securities; (15) whether the Debt Securities of such
series are issuable as a global security and, in such case, the identity of the
depositary for such series; (16) any trustees, paying agents, transfer agents or
registrars for the Debt Securities; (17) with regard to Debt Securities that do
not bear interest, the dates for certain required reports to the Trustee; (18)
any special federal income tax considerations applicable to any Offered Debt
Securities; and (19) any other terms of such Debt Securities.
Any Subordinated Debt Securities offered are intended to be included as
regulatory capital under recent interpretations of the Federal Reserve Board
and, as a result, contain subordination and acceleration provisions different
from, and covenants more limited than in, prior issuances of PNC Funding's
Subordinated Securities.
If any of the Debt Securities are sold for foreign currencies or foreign
currency units or if the principal of or any interest on any series of Debt
Securities is payable in foreign currencies or foreign currency units, the
restrictions, elections, tax consequences, specific terms and other information
with respect to such issue of Debt Securities and such currencies or currency
units will be set forth in the Prospectus Supplement relating thereto.
Although the Indenture provides that Debt Securities may be issued as
Registered Securities, with or without Coupons, or Unregistered Securities, each
series of Debt Securities will be issued as Fully Registered Securities unless
the Prospectus Supplement provides otherwise. Debt Securities that are not
registered as to interest shall have Coupons attached, unless issued as Original
Issue Discount Securities. All references to the Debt Securities shall, where
applicable, include the Coupons, if any, appertaining thereto.
Principal of, and premium, if any, and interest on Fully Registered
Securities will be payable at the Place of Payment designated for such Debt
Securities; provided that payment of interest may, at the option of PNC Funding,
be made by check mailed to the address of the person entitled thereto as it
appears in the Security Register at the close of business on the day or days
specified in the Prospectus Supplement relating to such Debt Securities. The
principal of, and premium, if any, and interest on any Debt Securities in other
forms will be payable in such manner and at such place or places as may be
designated by PNC Funding and specified in the Prospectus Supplement relating to
such Debt Securities. (Sections 3.01 and 5.01)
The Debt Securities may be exchanged, and Registered Securities may be
transferred, at the Corporate Trust Office of the Trustee for such series of
Debt Securities or at any other office or agency maintained by PNC Funding or
PNC for such purposes. Unregistered Securities and Coupons shall be transferred
by delivery. No service charge will be made for any transfer or exchange of the
Debt Securities, but PNC Funding may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
(Section 3.05)
Unless the Prospectus Supplement provides otherwise, each series of the
Debt Securities will be issued only in denominations of $1,000 or any integral
multiple thereof and payable in Dollars. (Section 3.02) Under the Indenture,
however, Debt Securities may be issued in any denomination and payable in a
foreign currency or currency unit. (Section 3.01)
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Debt Securities may be issued with "original issue discount" (within the
meaning of the Internal Revenue Code). Federal income tax consequences and other
special considerations applicable to any such securities issued with original
issue discount will be described in the Prospectus Supplement relating thereto.
SENIOR DEBT SECURITIES
The Senior Debt Securities will rank equally with all Senior Indebtedness
of PNC Funding. At June 30, 1997, such outstanding Senior Indebtedness of PNC
Funding was approximately $513.7 million.
Senior Indebtedness of PNC Funding, defined in the Indenture as "Senior
Company Indebtedness," means the principal of, and premium, if any, and interest
on (i) all indebtedness for money borrowed, whether outstanding on the date of
execution of the Indenture or thereafter created, assumed or incurred, except
(A) such indebtedness as is by its terms expressly stated not to be superior in
right of payment to the Subordinated Debt Securities or to rank pari passu with
the Subordinated Debt Securities, and (B) PNC Funding's 9 7/8% Subordinated
Notes Due 2001, 6 7/8% Subordinated Notes Due 2003, 6 1/8% Subordinated Notes
Due 2003, 7 3/4% Subordinated Notes Due 2004 and 6 7/8% Subordinated Notes Due
2007 and CCNB Corporation's 10.55% Equity Commitment Notes Due 1998 assumed by
PNC Funding and PNC in connection with the acquisition of CCNB Corporation on
October 23, 1992 and (ii) any deferrals, renewals or extensions of any such
Senior Indebtedness of PNC Funding. The term "indebtedness for money borrowed"
as used in the prior sentence means any obligation of, or any obligation
guaranteed by, PNC Funding for the repayment of money borrowed, whether or not
evidenced by bonds, debentures, notes or other written instruments, any
capitalized lease obligation and any deferred obligation for payment of the
purchase price of any property or assets. Senior Indebtedness of PNC Funding
would include any borrowings under the $500 million credit facility under an
Amended and Restated Credit Agreement dated as of March 18, 1996 (the "$500
Million Credit Facility"), under which no amounts are outstanding as of the date
of this Prospectus. There is no limitation under the Indenture on the issuance
of additional Senior Indebtedness of PNC Funding.
SUBORDINATED DEBT SECURITIES
The payment of the principal of and interest on the Subordinated Debt
Securities will, to the extent set forth in the Indenture, be subordinated in
right of payment to the prior payment in full of all Senior Indebtedness of PNC
Funding. (Section 12.01) In certain events of insolvency, the payment of the
principal of and interest on the Subordinated Debt Securities will, to the
extent set forth in the Indenture, also be effectively subordinated in right of
payment to the prior payment in full of all Other Company Obligations (as
defined in the Indenture). (Section 12.13) Other Company Obligations means
obligations of PNC Funding associated with derivative products such as interest
rate and currency exchange contracts, foreign exchange contracts, commodity
contracts or any similar arrangements, unless the instrument by which PNC
Funding incurred, assumed or guaranteed the obligation expressly provides that
it is subordinate or junior in right of payment to any other indebtedness or
obligations of PNC Funding. At June 30, 1997, there were no Other Company
Obligations of PNC Funding. (Section 1.01)
Upon any payment or distribution of assets to creditors upon any
liquidation, dissolution, winding up, reorganization, assignment for the benefit
of creditors, marshaling of assets or any bankruptcy, insolvency or similar
proceedings of PNC Funding, the holders of all Senior Indebtedness of PNC
Funding will first be entitled to receive payment in full of all amounts due or
to become due thereon before the Holders of the Subordinated Debt Securities
will be entitled to receive any payment in respect of the principal of or
interest on the Subordinated Debt Securities. If upon any such payment or
distribution of assets to creditors there remain, after giving effect to such
subordination provisions in favor of the holders of Senior Indebtedness of PNC
Funding, any amounts of cash, property or securities available for payment or
distribution in respect of Subordinated Debt Securities (as defined in the
Indenture, "Excess Proceeds"), and if, at such time, any creditors in respect of
Other Company Obligations have not received payment in full of all amounts due
or to become due on or in respect of such Other Company Obligations, then such
Excess Proceeds shall first be applied to pay or provide for the payment in full
of such Other Company Obligations before any payment or distribution may be made
in respect of the Subordinated Debt Securities. In addition, no payment may be
9
made of the principal of or interest on the Subordinated Debt Securities, or in
respect of any retirement, purchase or other acquisition of any of the
Subordinated Debt Securities at any time when (i) there is a default in the
payment of the principal of, or premium, if any, or interest on or otherwise in
respect of any Senior Indebtedness of PNC Funding or (ii) any event of default
with respect to any Senior Indebtedness of PNC Funding has occurred and is
continuing, or would occur as a result of such payment on the Subordinated Debt
Securities or any retirement, purchase or other acquisition of any of the
Subordinated Debt Securities permitting the holders of such Senior Indebtedness
of PNC Funding to accelerate the maturity thereof. Except as described above,
the obligation of PNC Funding to make payment of the principal of or interest on
the Subordinated Debt Securities will not be affected. By reason of such
subordination, in the event of insolvency, holders of the Subordinated Debt
Securities may recover less, ratably, than holders of Senior Indebtedness of PNC
Funding and Other Company Obligations and may also recover less, ratably, than
holders of Existing Company Subordinated Indebtedness and other creditors of PNC
Funding. (Sections 12.01, 12.02, 12.03, and 12.13)
Existing Company Subordinated Indebtedness means PNC Funding's 9 7/8%
Subordinated Notes Due 2001 and CCNB Corporation's 10.55% Equity Commitment
Notes Due 1998 assumed by PNC Funding and PNC in connection with the acquisition
of CCNB Corporation on October 23, 1992. (Section 1.01) At June 30, 1997, the
Existing Company Subordinated Indebtedness was approximately $101.3 million.
PNC Funding's obligations under the Subordinated Debt Securities shall rank
pari passu in right of payment with each other and with the Existing Company
Subordinated Indebtedness, subject to the obligations of the Holders of
Subordinated Debt Securities to pay over any Excess Proceeds to creditors in
respect of Other Company Obligations as provided in the Indenture. (Section
12.13)
GUARANTEES
PNC will unconditionally guarantee the due and punctual payment of the
principal of, premium, if any, and interest on the Debt Securities when and as
the same shall become due and payable, whether at maturity, upon redemption or
otherwise. (Section 3.12)
GUARANTEES OF SENIOR DEBT SECURITIES
The Guarantees of Senior Debt Securities will rank equally with all Senior
Indebtedness of PNC. At June 30, 1997, the outstanding Senior Indebtedness of
PNC was approximately $869.9 million, which is inclusive of the guarantee of
Senior Indebtedness of PNC Funding.
Senior Indebtedness of PNC, defined in the Indenture as "Senior Guarantor
Indebtedness," means the principal of, and premium, if any, and interest on (i)
all indebtedness of PNC for money borrowed, whether outstanding on the date of
execution of the Indenture or thereafter created, assumed or incurred, except
(A) such indebtedness as is by its terms expressly stated not to be superior in
right of payment to the Subordinated Guarantees or to rank pari passu with the
Subordinated Guarantees, (B) PNC's 8 1/4% Convertible Subordinated Debentures
Due 2008 and PNC's 8 1/2% Convertible Subordinated Debentures Due 2005
originally issued by Citizens Fidelity Corporation, and (C) PNC's Guarantee of
PNC Funding's 9 7/8% Subordinated Notes Due 2001, 6 7/8% Subordinated Notes Due
2003, 6 1/8% Subordinated Notes Due 2003, 7 3/4% Subordinated Notes Due 2004 and
6 7/8% Subordinated Notes Due 2007 and CCNB Corporation's 10.55% Equity
Commitment Notes Due 1998 assumed by PNC Funding and PNC in connection with the
acquisition of CCNB Corporation on October 23, 1992, and (ii) any deferrals,
renewals or extensions of any such Senior Indebtedness of PNC. The term
"indebtedness for money borrowed" as used in the prior sentence means any
obligation of, or any obligation guaranteed by, PNC for the repayment of money
borrowed, whether or not evidenced by bonds, debentures, notes or other written
instruments, any capitalized lease obligation and any deferred obligation for
payment of the purchase price of any property or assets. Senior Indebtedness of
PNC includes PNC's Guarantee of PNC Funding's 4.93% Senior Notes Due 1998, 5.43%
Senior Notes Due 2000 and 5.18% Senior Notes Due 1999 and the following joint
and several obligations of PNC and PNC Bancorp, Inc. assumed in connection with
the merger of Midlantic Corporation with PNC Bancorp, Inc. at December 31, 1996:
8 1/4% Convertible Subordinated Debentures Due 2010, 9.875% Subordinated Capital
10
Notes Due 1999, 9.20% Subordinated Capital Notes Due 2001 and 9.25% Senior Notes
Due 1999. Senior Indebtedness of PNC would also include PNC's Guarantee of any
borrowings under the $500 Million Credit Facility. There is no limitation under
the Indenture on the issuance of additional Senior Indebtedness of PNC.
GUARANTEES OF SUBORDINATED DEBT SECURITIES
The payment of the principal of and interest on the Subordinated Debt
Securities pursuant to the Guarantees of the Subordinated Debt Securities
("Subordinated Guarantees") will, to the extent set forth in the Indenture, be
subordinated in right of payment to the prior payment in full of all Senior
Indebtedness of PNC. (Section 12.04) In certain events of insolvency, the
payment of the principal of and interest on the Subordinated Guarantees will, to
the extent set forth in the Indenture, also be effectively subordinated in right
of payment to the prior payment in full of all Other Guarantor Obligations (as
defined in the Indenture). (Section 12.05) Other Guarantor Obligations means
obligations of PNC associated with derivative products such as interest rate and
currency exchange contracts, foreign exchange contracts, commodity contracts or
any similar arrangements, unless the instrument by which PNC incurred, assumed
or guaranteed the obligation expressly provides that it is subordinate or junior
in right of payment to any other indebtedness or obligations of PNC. (Section
1.01) At June 30, 1997, there were no Other Guarantor Obligations of PNC.
Upon any payment or distribution of assets to creditors upon any
liquidation, dissolution, winding up, reorganization, assignment for the benefit
of creditors, marshalling of assets or any bankruptcy, insolvency or similar
proceedings of PNC, the holders of all Senior Indebtedness of PNC will first be
entitled to receive payment in full of all amounts due or to become due thereon
before the Holders of the Subordinated Guarantees will be entitled to receive
any payment in respect of the principal of or interest on the Subordinated Debt
Securities pursuant to the Subordinated Guarantees. If upon any such payment or
distribution of assets to creditors there remain, after giving effect to such
subordination provisions in favor of the holders of Senior Indebtedness of PNC,
any amounts of cash, property or securities available for payment or
distribution in respect of Subordinated Guarantees (as defined in the Indenture,
"Excess Proceeds"), and if, at such time, any creditors in respect of Other
Guarantor Obligations have not received payment in full of all amounts due or to
become due on or in respect of such Other Guarantor Obligations, then such
Excess Proceeds shall first be applied to pay or provide for the payment in full
of such Other Guarantor Obligations before any payment or distribution may be
made in respect of the Subordinated Guarantees. In addition, no payment may be
made of the principal of or interest on the Subordinated Debt Securities
pursuant to the Subordinated Guarantees or in respect of any retirement,
purchase or other acquisition of any of the Subordinated Debt Securities
pursuant to the Subordinated Guarantees, at any time when (i) there is a default
in the payment of the principal of, premium, if any, or interest on or otherwise
in respect of any Senior Indebtedness of PNC or (ii) any event of default with
respect to any Senior Indebtedness of PNC has occurred and is continuing, or
would occur as a result of such payment on the Subordinated Debt Securities
pursuant to the Subordinated Guarantees or any retirement, purchase or other
acquisition of any of the Subordinated Debt Securities pursuant to the
Subordinated Guarantees, permitting the holders of such Senior Indebtedness of
PNC to accelerate the maturity thereof. Except as described above, the
obligation of PNC to make payment under the Subordinated Guarantees will not be
affected. By reason of such subordination, in the event of insolvency, holders
of Subordinated Guarantees of PNC may recover less, ratably, than holders of
Senior Indebtedness of PNC and Other Guarantor Obligations and may also recover
less, ratably, than holders of Existing Guarantor Subordinated Indebtedness (as
defined in the Indenture) and other creditors of PNC. (Section 3.12, 12.04,
12.05, 12.06 and 12.14)
Existing Guarantor Subordinated Indebtedness means the Guarantor's 8 1/4%
Convertible Subordinated Debentures Due 2008, PNC's Convertible Subordinated
Debentures Due 2005 originally issued by Citizens Fidelity Corporation, PNC's
Guarantee of PNC Funding's 9 7/8% Subordinated Notes Due 2001, and CCNB
Corporation's 10.55% Equity Commitment Notes Due 1998 assumed by PNC Funding and
PNC in connection with the acquisition of CCNB on October 23, 1992. (Section
1.01) At June 30, 1997, the Existing Guarantor Subordinated Indebtedness was
approximately $102.1 million. PNC's 8.315% Junior Subordinated Debentures Due
2027, in the aggregate principal amount of $300 million, issued on May 12, 1997
would be subordinated to the Debt Securities and the Existing Guarantor
Subordinated Indebtedness.
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PNC's obligations under the Subordinated Guarantees shall rank pari passu
in right of payment with each other and with the Existing Guarantor Subordinated
Indebtedness, subject to the obligations of the Holders of Subordinated
Guarantees to pay over any Excess Proceeds to creditors in respect of Other
Guarantor Obligations as provided in the Indenture. (Section 12.14)
Since PNC is a holding company separate from its subsidiaries, the rights
of PNC to share in the distribution of the assets of any subsidiary upon the
subsidiary's liquidation, reorganization or otherwise will be subject to the
prior claims of the subsidiary's creditors (including in the case of any bank
subsidiary, its depositors), except to the extent that PNC may itself be a
creditor with recognized claims against the subsidiary. In addition, there are
certain regulatory and other limitations on the payment of dividends and on
loans and other transfers of funds to PNC by its bank subsidiaries. See
"Supervision, Regulation and Other Matters."
CERTAIN COVENANTS
The Indenture contains certain covenants that impose various restrictions
on PNC Funding and PNC and, as a result, afford the holders of Debt Securities
certain protections. Although statements have been included as to the general
purpose and effect of the covenants, investors must review the full text of the
covenants to be able to meaningfully evaluate the covenants.
Restriction on Sale or Issuance of Voting Stock of a Principal Subsidiary Bank
The covenant described below is designed to ensure that, for so long as any
Senior Debt Securities are issued and outstanding, PNC will continue directly or
indirectly to own and thus serve as the holding company for its Principal
Subsidiary Banks (defined as each of (i) PNC Bank, (ii) any other Subsidiary
Bank the consolidated assets of which constitute 20% or more of the consolidated
assets of PNC and its subsidiaries, (iii) any other Subsidiary Bank designated
as a Principal Subsidiary Bank by the board of directors of PNC, or (iv) any
Subsidiary that owns any Voting Shares or certain rights to acquire Voting
Shares of any Principal Subsidiary Bank, and their respective successors,
provided any such successor is a Subsidiary Bank or a Subsidiary, as
appropriate). Principal Subsidiary Banks, in the past, have provided PNC income
in the form of dividends. See "Supervision, Regulation and Other Matters." The
Indenture prohibits PNC, unless debtholder consent is obtained from the holders
of Senior Debt Securities, from (i) selling or otherwise disposing of, and
permitting a Principal Subsidiary Bank to issue, Voting Shares or certain rights
to acquire Voting Shares of a Principal Subsidiary Bank, (ii) permitting the
merger or consolidation of a Principal Subsidiary Bank with or into any other
corporation, or (iii) permitting the sale or other disposition of all or
substantially all the assets of any Principal Subsidiary Bank, if after giving
effect to any one of such transactions and the issuance of the maximum number of
Voting Shares issuable upon the exercise of all such rights to acquire Voting
Shares of a Principal Subsidiary Bank, PNC would own directly or indirectly less
than 80% of the Voting Shares of such Principal Subsidiary Bank, with the
following exceptions: (i) transactions required by any law, or any regulation or
order of any governmental authority; (ii) transactions required as a condition
imposed by any governmental authority to the acquisition by PNC, directly or
indirectly, or any other corporation or entity if thereafter, (a) PNC would own
at least 80% of the Voting Shares of such other corporation or entity, (b) the
Consolidated Banking Assets of PNC would be at least equal to those prior
thereto, and (c) the board of directors of PNC shall have designated such other
corporation or entity a Principal Subsidiary Bank; (iii) transactions that do
not reduce the percentage of Voting Shares of such Principal Subsidiary Bank
owned directly or indirectly by PNC; and (iv) transactions where the proceeds
are invested within 180 days after such transaction in any one or more
Subsidiary Banks. However, the Indenture permits the merger of a Principal
Subsidiary Bank with and into a Principal Subsidiary Bank or PNC, the
consolidation of Principal Subsidiary Banks into a Principal Subsidiary Bank or
PNC, or the sale or other disposition of all or substantially all of the assets
of any Principal Subsidiary Bank to another Principal Subsidiary Bank or PNC,
if, in any such case in which the surviving, resulting or acquiring entity is
not PNC, PNC would own, directly or indirectly, at least 80% of the Voting
Shares of the Principal Subsidiary Bank surviving such merger, resulting from
such consolidation or acquiring such assets. (Section 5.06)
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Ownership of PNC Funding
The Indenture contains a covenant that, so long as any of the Debt
Securities are outstanding and subject to certain rights described below under
"Consolidation or Merger," PNC will continue to own, directly or indirectly, all
of the outstanding voting shares of PNC Funding. (Section 5.07)
Restriction on Liens
The purpose of the restriction on liens covenant is to preserve PNC's
direct or indirect interest in Voting Shares of Principal Subsidiary Banks free
of security interests of other creditors. The covenant permits certain specified
liens and liens where the Senior Debt Securities are equally secured. The
Indenture prohibits PNC and its subsidiaries from creating or permitting any
liens (other than certain tax and judgment liens) upon Voting Shares of any
Principal Subsidiary Bank to secure indebtedness for borrowed money without
making effective provision whereby the Senior Debt Securities shall be equally
and ratably secured, except that PNC may create or permit (i) purchase money
liens and liens on Voting Shares of any Principal Subsidiary Bank existing at
the time such Voting Shares are acquired or created within 120 days thereafter;
(ii) the acquisition of any Voting Shares of any Principal Subsidiary Bank
subject to liens at the time of acquisition or the assumption of obligations
secured by a lien on such Voting Shares; (iii) under certain circumstances,
renewals, extensions or refunding of the liens described in (i) and (ii) above;
and (iv) liens to secure loans or other extensions of credit under Section 23A
of the Federal Reserve Act or any successor or similar federal law or
regulation. (Section 5.08)
Consolidation or Merger
The covenant described below protects the holders of Debt Securities upon
certain transactions involving PNC Funding or PNC by requiring any successor to
PNC Funding or PNC to assume the predecessor's obligations under the Indenture,
and prohibits transactions that would result in an Event of Default, a Default
or an event which could become an Event of Default or Default under the
Indenture. PNC Funding or PNC may consolidate with, merge into, or transfer
substantially all of its properties to, any other corporation organized under
the laws of any domestic jurisdiction, provided that the successor corporation
assumes all obligations of PNC Funding or PNC, as the case may be, under the
Debt Securities and the Guarantees and under the Indenture, that after giving
effect to the transaction no Event of Default or Default, and no event which,
after notice or lapse of time, would become an Event of Default or Default,
shall have occurred and be continuing, and that certain other conditions are
met. (Sections 10.01 and 10.03)
Except as may be disclosed in a Prospectus Supplement and other than the
restrictions on liens on Voting Shares of Principal Subsidiary Banks and on
certain dispositions of Principal Subsidiary Banks described above, the
Indenture and the Debt Securities do not contain any covenants or other
provisions designed to afford holders of the Debt Securities protection in the
event of a highly leveraged transaction involving PNC.
MODIFICATION AND WAIVER
Modifications of the Indenture may be made by PNC Funding, PNC and the
Trustee with the consent of the Holders of the majority in aggregate principal
amount of Outstanding Debt Securities of each series affected thereby; provided,
however, that no such modification may, without the consent of the Holder of
each Outstanding Debt Security affected thereby: (i) change the Maturity of the
principal of, or the stated Maturity of any installment of interest on, any such
Debt Security; (ii) reduce the principal amount of, or the premium, if any, or
the interest on such Debt Security (including, in the case of an Original Issue
Discount Security, the amount payable upon acceleration of the maturity
thereof); (iii) change the place or currency of payment of principal of or
premium, if any, or interest on any such Debt Security; (iv) impair the right to
institute suit for the enforcement of any payment on or with respect to any such
Debt Security; (v) reduce the aforesaid percentage in principal amount of
Outstanding Debt Securities of any series necessary to modify the Indenture or
the percentage in principal amount of Outstanding Debt Securities necessary for
any waiver of compliance with conditions and defaults thereunder; or (vi) modify
or affect in any manner adverse to a Holder the terms and conditions of the
Guarantees. (Section 9.02)
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Modification and amendment of the Indenture may be made by PNC Funding,
PNC, and the Trustee without the consent of any Holder of Debt Securities for
any of the following purposes: (i) to evidence the succession of another
corporation to PNC Funding or PNC; (ii) to provide for the acceptance of
appointment of a successor Trustee; (iii) to add to the covenants of PNC Funding
or PNC for the benefit of the Holders of Debt Securities; (iv) to cure any
ambiguity, defect or inconsistency in the Indenture, provided such action does
not adversely affect the Holders of Debt Securities in any material respect; (v)
to secure the Debt Securities under applicable provisions of the Indenture; (vi)
to establish the form or terms of Debt Securities; (vii) to permit the payment
in the United States of principal, premium or interest on Unregistered
Securities; or (viii) to provide for the issuance of uncertificated Debt
Securities in place of certificated Debt Securities. (Section 9.01)
The Holders of a majority in principal amount of Outstanding Debt
Securities of any series may waive, insofar as that series is concerned,
compliance with certain covenants, including those described under the captions
above entitled "Restriction on Sale or Issuance of Capital Stock of a Principal
Subsidiary Bank," "Ownership of PNC Funding" and "Restriction on Liens."
(Section 5.09) No waiver by the Holders of any series of Subordinated Debt
Securities is required with respect to the covenant described under the caption
above entitled "Restriction on Sale or Issuance of Voting Stock of a Principal
Subsidiary Bank." (Section 5.10) Covenants concerning the payment of principal,
premium, if any, and interest on the Debt Securities, compliance with the terms
of the Indenture, maintenance of an agency and certain monies held in trust, may
only be waived pursuant to a supplemental indenture executed with the consent of
each Holder of Debt Securities affected by such waiver. The covenant concerning
certain reports required by federal law may not be waived.
EVENTS OF DEFAULT, DEFAULTS, WAIVERS
The Indenture defines an Event of Default with respect to any series of
Senior Debt Securities as being any one of the following events and such other
event as may be established for the Debt Securities of a particular series: (i)
default for 30 days in the payment of interest on such series; (ii) default in
any payment of principal of or premium, if any, on such series; (iii) default in
the payment of any sinking fund installment with respect to such series; (iv)
default for 90 days after appropriate notice in performance of any other
covenant or warranty in the Indenture (other than a covenant or warranty
included in the Indenture solely for the benefit of a series of Debt Securities
other than that series); (v) the occurrence of certain events relating to
bankruptcy, insolvency or reorganization of PNC, PNC Funding or any Principal
Subsidiary Bank; or (vi) any other Event of Default provided in the supplemental
indenture under which such Senior Debt Securities are issued. (Section 7.01(a))
The Indenture defines an Event of Default with respect to any series of
Subordinated Debt Securities as certain events involving the bankruptcy or
reorganization of PNC or any Principal Subsidiary Bank. There is no right of
acceleration in the case of events involving the bankruptcy, insolvency or
reorganization of PNC Funding or of a default in the payment of principal,
interest, premium, if any, or any sinking fund payment with respect to a series
of Subordinated Debt Securities or in the case of a default in the performance
of any other covenant of PNC Funding or PNC in the Indenture. The Indenture
defines a Default with respect to any series of Subordinated Debt Securities as
any of the items listed in (i) through (iv) of the above paragraph, events
involving the bankruptcy, insolvency or reorganization of PNC Funding and such
other Default as may be established for the Subordinated Debt Securities of a
particular series. A breach of the covenant described under the caption above
entitled "Restriction on Sale or Issuance of Voting Stock of a Principal
Subsidiary Bank" will not result in a default with respect to any Series of
Subordinated Debt Securities. (Sections 7.01(b) and (c))
In case an Event of Default shall occur and be continuing with respect to
any series of Debt Securities, either the Trustee or the Holders of not less
than 25% in principal amount of Outstanding Debt Securities of that series may
declare the principal of such series (or if Debt Securities of that series are
Original Issue Discount Securities, such portion of the principal as may be
specified in the terms of that series) to be due and payable immediately. At any
time after a declaration of acceleration has been made but before a judgment or
decree for payment of money due has been obtained by the Trustee, the Holders of
a majority in principal
14
amount of the Outstanding Debt Securities of such series may rescind any
declaration of acceleration and its consequences, if all payments due (other
than those due as a result of acceleration) have been made and all Events of
Default and Defaults have been remedied or waived. Any Event of Default or
Default with respect to a particular series of Debt Securities may be waived by
the Holders of a majority in principal amount of the Outstanding Debt Securities
of such series, except in each case of a failure to pay principal of, or
premium, if any, or interest on, or any sinking fund installment in respect of,
such Debt Securities or in respect of a covenant or provision of the Indenture
which cannot be modified without the consent of the Holder of each Outstanding
Debt Security affected. (Sections 7.02, 7.08 and 7.13)
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default or a Default shall occur and be continuing,
the Trustee will be under no obligation to exercise any of the rights or powers
in the Indenture at the request or direction of Holders of Debt Securities,
unless such Holders shall have offered to the Trustee reasonable security or
indemnity. Subject to such provisions for indemnification and certain
limitations contained in the Indenture, the Holders of a majority in principal
amount of the Outstanding Debt Securities of any series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee with respect to Debt Securities of such series.
(Sections 8.03 and 7.12)
The Indenture provides that in the event of a default of 30 days in the
payment of interest upon any Debt Security of any series, or defaults in the
payment of any principal of or premium, if any, or any sinking fund installment
with respect to any Debt Securities of any series, PNC Funding will, upon demand
of the Trustee, pay to it, for the benefit of the Holder of any such Debt
Security the whole amount then due and payable on such Debt Security for
principal and interest. The Indenture, as amended, further provides that if PNC
Funding fails to pay such amount forthwith upon such demand, the Trustee may,
among other things, institute a judicial proceeding for the collection thereof.
(Section 7.03)
The Indenture requires PNC Funding and PNC to file with the Trustee, on an
annual basis, certificates as to the absence of any default and as to compliance
with the terms of the Indenture. The Indenture provides that the Trustee may
withhold notice to the Holders of Debt Securities of any default (except in
payment of principal, premium, if any, interest or sinking fund installment) if
the Trustee considers it in the interest of the Holders of Debt Securities to do
so. (Sections 5.04 and 8.02)
No Holder of any Debt Security of any series will have any right to
institute any proceeding with respect to the Indenture or for any remedy
thereunder, unless such Holder shall have previously given to the Trustee
written notice of a continuing Event of Default or Default with respect to Debt
Securities of that series and unless the Holders of at least 25% in principal
amount of the Outstanding Debt Securities of that series shall have made written
request, and offered reasonable indemnity, to the Trustee to institute such
proceeding as trustee, and the Trustee shall not have received from the Holders
of a majority in principal amount of the Outstanding Debt Securities of that
series a direction inconsistent with such request and shall have failed to
institute such proceeding within 60 days. However, the Holder of any Debt
Security will have an absolute right to receive payment of the principal of, and
premium, if any, and interest on such Debt Security on the due dates expressed
in such Debt Security and to institute suit for the enforcement of any such
payment. (Sections 7.07 and 7.08)
DEFEASANCE
Except as may otherwise be provided in the applicable Prospectus Supplement
with respect to the Debt Securities of any series, the Indenture provides that
PNC Funding and PNC shall be discharged from their obligations under the Debt
Securities of a series at any time prior to the Stated Maturity or redemption
thereof when (a) PNC Funding or PNC has irrevocably deposited with the Trustee,
in trust, (i) sufficient funds to pay the principal of (and premium, if any),
and interest to Stated Maturity (or redemption) on, the Debt Securities of such
series, or (ii) such amount of government securities as will, together with the
predetermined and certain income to accrue thereon without consideration of any
reinvestment thereof, be sufficient to pay when due the principal of, and
premium, if any, and interest to Stated Maturity (or redemption) on, the Debt
Securities of such series, and (b) PNC Funding or PNC has paid all other sums
payable with respect to the
15
Debt Securities of such series. Deposited funds shall be in the currency or
currency unit in which the Debt Securities are denominated. Deposited government
securities shall be direct obligations of, or obligations the principal of and
interest on which are fully guaranteed by, the government which issued the
currency in which the Debt Securities are denominated, and which are not subject
to prepayment, redemption or call. Upon such discharge, the Holders of the Debt
Securities of such series shall no longer be entitled to the benefits of the
Indenture, except for the purposes of registration of transfer and exchange of
the Debt Securities of such series, and replacement of lost, stolen or mutilated
Debt Securities, and shall look only to such deposited funds or obligations for
payment. (Sections 11.01 and 11.02)
For federal income tax purposes, the deposit and discharge may, depending
on a variety of factors, result in a taxable gain or loss being recognized by
the Holders of the affected Debt Securities. Prospective investors are urged to
consult their own tax advisers as to the specific consequences of such a deposit
and discharge, including the applicability and effect of tax laws other than
federal income tax laws.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of a global security ("Global Security") that will be deposited with, or on
behalf, of, a depositary (the "Depositary"). Such Depositary will be The
Depository Trust Company ("DTC"), unless otherwise identified in the Prospectus
Supplement relating to such series. A Global Security may be issued as either a
Registered or Unregistered Security and in either temporary or permanent form.
Unless and until it is exchanged in whole or in part for individual certificates
evidencing Debt Securities in definitive form represented thereby, a Global
Security may not be transferred except as a whole by the Depositary for such
Global Security or any nominee thereof to a successor of such Depositary or a
nominee of such successor. (Section 2.05)
If DTC is the Depositary for a series of Debt Securities, such series will
be issued as fully-registered securities registered in the name of Cede & Co.
(DTC's partnership nominee). One fully-registered Global Security will be issued
for such series of Debt Securities, in the aggregate principal amount of such
series, and will be deposited with DTC. If, however, the aggregate principal
amount of such series of Debt Securities exceeds $200 million, one Global
Security will be issued with respect to each $200 million of principal amount
and an additional Global Security will be issued with respect to any remaining
principal amount of such series.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Participants") deposit
with DTC. DTC also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations. DTC is owned by a number
of its Direct Participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others such as
securities brokers and dealers, banks and trust companies that clear through or
maintain a custodial relationship with a Direct Participant, either directly or
indirectly ("Indirect Participants"). The rules applicable to DTC and its
Participants are on file with the Commission.
Purchases of a series of Debt Securities under the DTC system will need to
be made by or through Direct Participants, which will receive a credit for the
Debt Securities on DTC's records. The ownership interest of each actual
purchaser of each Debt Security ("Beneficial Owner") is in turn to be recorded
on the Direct Participants' and Indirect Participants' records. Beneficial
Owners will not receive written confirmation from DTC of their purchase, but
Beneficial Owners are expected to receive written confirmations providing
details of the transaction, as well as provide periodic statements of their
holdings, from the Direct Participants or Indirect Participants through which
the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Debt Securities are to be accomplished by entries made on the
books of the Participants acting
16
on behalf of Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interest in the Global Security or Global
Securities, except in the event that use of the book-entry system for such Debt
Securities is discontinued.
To facilitate subsequent transfers, all Global Securities deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Global Securities with DTC and their registration in
the name of Cede & Co. effect no change in beneficial ownership. DTC has advised
PNC and PNC Funding that DTC will have no knowledge of the actual Beneficial
Owners of the Global Securities, and that DTC's records reflect only the
identity of the Direct Participants to whose accounts Global Securities are
credited, which may or may not be the Beneficial Owners. Participants will
remain responsible for keeping account of their holdings on behalf of their
customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
To the extent any series of Debt Securities is redeemable, redemption
notices will be sent to DTC. If less than all of the Debt Securities within an
issue are being redeemed, DTC's practice is to determine by lot the amount of
the interest of each Direct Participant in such issue to be redeemed. The
applicable Prospectus Supplement for a series of Debt Securities will indicate
whether such series is redeemable.
To the extent applicable, neither DTC nor Cede & Co. will consent or vote
with respect to any Global Securities deposited with it. Under its usual
procedure, DTC will mail an Omnibus Proxy to the issuer as soon as possible
after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting and
voting rights to those Direct Participants to whose accounts the Debt Securities
are credited on the record date (identified in a listing attached to the Omnibus
Proxy).
Principal and interest payments on the Global Securities deposited with DTC
will be made to Cede & Co., as nominee of DTC. DTC's practice is to credit
Direct Participants' accounts, upon DTC's receipt of funds and corresponding
detail information from the issuer, on the payable date in accordance with their
respective holdings shown on DTC's records. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices, as in the case with securities held for the accounts of customers
registered in "street name", and will be the responsibility of such Participant
and not DTC or PNC Funding, subject to any statutory or regulatory requirements
as may be in effect from time to time. Payment of principal and interest to Cede
& Co. will be the responsibility of the Trustee, who unless otherwise indicated
in the applicable Pricing Supplement, will be PNC Funding's paying agent,
disbursements of such payments to Direct Participants will be the responsibility
of DTC, and disbursements of such payments to Beneficial Owners will be the
responsibility of Direct Participants and Indirect Participants. None of PNC
Funding, PNC, the Trustee, any paying agent, or the registrar for the Debt
Securities will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of the Global Security or Global Securities for any series of Debt
Securities or for maintaining, supervising or reviewing any records relating to
such beneficial interests.
If DTC is at any time unwilling, unable or ineligible to continue as the
Depositary and a successor depositary is not appointed by PNC Funding within 90
days, PNC Funding will issue certificated Debt Securities for each series in
definitive form in exchange for each Global Security. If PNC Funding determines
not to have a series of Debt Securities represented by a Global Security, which
it may do, it will issue certificated Debt Securities for such series in
definitive form in exchange for the Global Security. In either instance, a
Beneficial Owner will be entitled to physical delivery of certificated Debt
Securities for such series in definitive form equal in principal amount to such
Beneficial Owner's beneficial interest in the Global Security and to have such
certificated Debt Securities for such series registered in such Beneficial
Owner's name. Certificated Debt Securities so issued in definitive form will be
issued in denominations of $1,000 and integral multiples thereof and will be
issued in registered form only, without coupons.
17
Any other or differing terms of the depositary arrangement will be
described in the Prospectus Supplement relating to a series of Debt Securities.
REGARDING THE TRUSTEE
In the ordinary course of business, PNC Funding and PNC may maintain lines
of credit with one or more Trustees for a series of Debt Securities and the
Banks may maintain deposit accounts and conduct other banking transactions with
one or more Trustees for a series of Debt Securities.
TRUSTEE'S DUTY TO RESIGN UNDER CERTAIN CIRCUMSTANCES
PNC Funding may issue both Senior and Subordinated Debt Securities under
the Indenture. Because the Subordinated Debt Securities will rank junior in
right of payment to the Senior Debt Securities, the occurrence of a default
under the Indenture with respect to the Subordinated Debt Securities or any
Senior Debt Securities could create a conflicting interest under the Trust
Indenture Act of 1939, as amended ("1939 Act"), with respect to any Trustee who
serves as trustee for both Senior and Subordinated Debt Securities. In addition,
upon the occurrence of a default under the Indenture with respect to any series
of Debt Securities the Trustee of which maintains banking relationships with PNC
Funding or PNC, such Trustee would have a conflicting interest under the 1939
Act as a result of such business relationships. If a default has not been cured
or waived within 90 days after the Trustee has or acquires a conflicting
interest, the Trustee generally is required by the 1939 Act to eliminate such
conflicting interest or resign as Trustee with respect to the Subordinated Debt
Securities or the Senior Debt Securities. In the event of the Trustee's
resignation, PNC Funding and/or PNC shall promptly appoint a successor trustee
with respect to the affected securities.
DESCRIPTION OF COMMON STOCK
PNC is authorized to issue 450,000,000 shares of Common Stock. At June 30,
1997, there were 306,976,545 shares of Common Stock issued and outstanding and
40,407,600 shares held in treasury. For a description of authorized and issued
and outstanding shares of Preferred Stock of PNC, see "Description of Preferred
Stock--General."
Holders of Common Stock are entitled to one vote per share on all matters
submitted to shareholders. Holders of Common Stock have neither cumulative
voting rights nor any preemptive rights for the purchase of additional shares of
any class of stock of PNC, and are not subject to liability for further calls or
assessments. The Common Stock does not have any sinking fund, conversion or
redemption provisions.
Holders of Common Stock are entitled to receive such dividends as may be
declared by the Board of Directors of PNC out of funds legally available
therefor. The Board of Directors may not pay or set apart dividends on Common
Stock until dividends for all past dividend periods on any series of outstanding
preferred stock have been paid or declared and set apart for payment.
In the event of dissolution or winding up of the affairs of PNC, holders of
Common Stock will be entitled to share ratably in all assets remaining after
payments to all creditors and payments required to be made in respect of
outstanding preferred stock (including accrued and unpaid dividends thereon).
The Board of Directors of PNC may, except as otherwise required by
applicable law, cause the issuance of authorized shares of Common Stock without
shareholder approval to such persons and for such consideration as the Board of
Directors may determine in connection with acquisitions by PNC or for other
corporate purposes.
The Chase Manhattan Bank, New York, New York, is the transfer agent and
registrar for PNC's Common Stock. The shares of Common Stock are listed on the
New York Stock Exchange under the symbol "PNC". The outstanding shares of Common
Stock are, and the shares offered hereby will be, validly issued, fully paid and
nonassessable and the holders thereof are not and will not be subject to any
liability as shareholders.
18
DESCRIPTION OF PREFERRED STOCK
GENERAL
The Board of Directors of PNC (the "PNC Board") is authorized without
further shareholder action to cause the issuance, as of June 30, 1997, of up to
10,662,800 additional shares of Preferred Stock, and such Preferred Stock may be
issued in one or more series, each with such preferences, limitations,
designations, conversion rights, voting rights, dividend rights, voluntary and
involuntary liquidation rights and other rights as the PNC Board may determine
at the time of issuance.
Under such authority, PNC has previously designated six series of preferred
stock, of which, at June 30, 1997, five series were outstanding, including:
16,048 shares of $1.80 Cumulative Convertible Preferred Stock, Series A
("Preferred Stock-A"); 4,452 shares of $1.80 Cumulative Convertible Preferred
Stock, Series B ("Preferred Stock-B"); 319,865 shares of $1.60 Cumulative
Convertible Preferred Stock, Series C ("Preferred Stock-C"); 432,310 shares of
$1.80 Cumulative Convertible Preferred Stock, Series D ("Preferred Stock-D");
and 6,000,000 shares of Fixed/Adjustable Rate Noncumulative Preferred Stock,
Series F ("Preferred Stock-F"). All shares of a former series of Preferred
Stock, designated as $2.60 Cumulative NonVoting Preferred Stock, Series E, have
been redeemed and restored to the status of authorized but unissued Preferred
Stock. See "Description of Preferred Stock--Preferred Stock Currently
Outstanding" below.
The rights of the holders of PNC's Common Stock are subject to any rights
and preferences of such outstanding series of Preferred Stock, and the Preferred
Stock herein offered, and would be subject to the rights and preferences of any
additional shares of Preferred Stock, or any series thereof, which might be
issued in the future.
The existence of authorized but unissued Preferred Stock could have the
effect of discouraging an attempt to acquire control of PNC. For example,
Preferred Stock could be issued to persons, firms or entities known to be
friendly to management.
PREFERRED STOCK OFFERED HEREIN
General
The following description of the terms of the Preferred Stock sets forth
certain general terms and provisions of the Preferred Stock to which any
Prospectus Supplement may relate. The particular terms of any series of
Preferred Stock offered by any Prospectus Supplement and the extent, if any, to
which such general provisions may apply to the Preferred Stock so offered will
be described in the Prospectus Supplement relating to such Preferred Stock. If
so specified in the applicable Prospectus Supplement, the terms of any series of
Preferred Stock may differ from the terms set forth below. The description below
and in any Prospectus Supplement does not purport to be complete and is subject
to and qualified in its entirety by reference to the Designation of Series
relating to the Preferred Stock the form of which is incorporated by reference
as Exhibit 4.4 to the Registration Statement of which this Prospectus is a part
and the definitive form of which will be filed with the Commission.
The Preferred Stock will, when issued, be fully paid and nonassessable.
Unless otherwise specified in the applicable Prospectus Supplement, the shares
of each series of Preferred Stock will upon issuance rank on a parity in all
respects with PNC's existing series of Preferred Stock, described below, and
each other then outstanding series of preferred stock of PNC. Holders of the
Preferred Stock will have no preemptive rights to subscribe for any additional
securities which may be issued by PNC. Unless otherwise specified in the
applicable Prospectus Supplement, The Chase Manhattan Bank, New York, New York,
will be the transfer agent and registrar for the Preferred Stock.
Because PNC is a holding company, its rights and the rights of holders of
its securities, including the holders of Preferred Stock, to participate in the
assets of any PNC subsidiary upon the latter's liquidation or recapitalization
will be subject to the prior claims of such subsidiary's creditors and preferred
shareholders,
19
except to the extent PNC may itself be a creditor with recognized claims against
such subsidiary or a holder of preferred shares of such subsidiary. See
"Supervision, Regulation and Other Matters"
PNC may, at its option, elect to offer Depositary Shares ("Depositary
Shares") evidenced by depositary receipts ("Depositary Receipts"), each
representing a fractional interest (to be specified in the Prospectus Supplement
relating to the particular series of Preferred Stock) in a share of a particular
series of the Preferred Stock issued and deposited with a Depositary (as defined
below). See "Description of Depositary Shares" below.
Dividends
The holders of the Preferred Stock will be entitled to receive, when, as
and if declared by the Board of Directors of PNC or a duly authorized committee
thereof, out of funds legally available therefor, dividends at such rates and on
such dates as will be specified in the applicable Prospectus Supplement. Such
rates may be fixed or variable or both. If variable, the formula used for
determining the dividend rate for each dividend period will be specified in the
applicable Prospectus Supplement. Dividends will be payable to the holders of
record as they appear on the stock books of PNC on such record dates as will be
fixed by the Board of Directors of PNC or a duly authorized committee thereof.
Dividends may be paid in the form of cash, Preferred Stock (of the same or a
different series) or Common Stock of PNC, in each case as specified in the
applicable Prospectus Supplement.
Dividends on any series of Preferred Stock may be cumulative or
noncumulative, as specified in the applicable Prospectus Supplement. If the
Board of Directors of PNC fails to declare a dividend payable on a dividend
payment date on any Preferred Stock for which dividends are noncumulative
("Noncumulative Preferred Stock"), then the holders of such Preferred Stock will
have no right to receive a dividend in respect of the dividend period relating
to such dividend payment date, and PNC will have no obligation to pay the
dividend accrued for such period, whether or not dividends on such Preferred
Stock are declared or paid on any future dividend payment dates.
If dividends on a particular series shall have been determined to be
cumulative, no dividends shall be paid or set apart for payment or declared on
the Common Stock or on any class or series of stock of PNC ranking as to
dividends subordinate to such series (other than dividends payable in Common
Stock or in any class or series of stock of PNC ranking as to dividends and
assets subordinate to such series) and no payment shall be made or set apart for
the purchase, redemption or other acquisition for value of any shares of Common
Stock or of any class or series of stock of PNC ranking as to dividends or
assets subordinate to such series, until dividends (to the extent cumulative)
for all past dividend periods on all outstanding shares of such series have been
paid, or declared and set apart for payment, in full. In case dividends for any
dividend period are not paid in full on all shares of Preferred Stock ranking
equally as to dividends, all such shares shall participate ratably in the
payment of dividends for such period in proportion to the full amounts of
dividends to which they are respectively entitled.
Voting
Except as provided herein or in the applicable Prospectus Supplement, or as
required by applicable law, the holders of Preferred Stock have only such voting
rights with regard to matters submitted to a vote of the shareholders of PNC as
shall be fixed and determined by PNC's Board of Directors. Except as otherwise
required by law or provided by the Board of Directors and described in the
applicable Prospectus Supplement, holders of Preferred Stock having voting
rights and holders of Common Stock vote together as one class. Holders of
Preferred Stock do not have cumulative voting rights.
If PNC shall have failed to pay, or declare and set apart for payment,
dividends on all outstanding shares of Preferred Stock in an amount equal to six
quarterly dividends at the rates payable upon such shares (whether or not such
dividends are cumulative), the number of directors of PNC shall be increased by
two at the first annual meeting of the shareholders of PNC held thereafter, and
at such meeting and at each subsequent annual meeting until cumulative dividends
payable for all past dividend periods and continuous noncumulative dividends for
at least one year on all outstanding shares of Preferred Stock entitled thereto
20
shall have been paid, or declared and set apart for payment, in full, the
holders of shares of Preferred Stock of all series shall have the right, voting
as a class, to elect such two additional members of the Board of Directors to
hold office for a term of one year. Upon such payment, or such declaration and
setting apart for payment, in full, the terms of the two additional directors so
elected shall forthwith terminate, and the number of directors of PNC shall be
reduced by two, and such voting right of the holders of shares of Preferred
Stock shall cease, subject to increase in the number of directors as aforesaid
and to revesting of such voting right in the event of each and every additional
failure in the payment of dividends in an amount equal to six quarterly
dividends as aforesaid.
PNC shall not, without the affirmative vote at a meeting, or the written
consent with or without a meeting, of the holders of at least two-thirds of the
then outstanding shares of Preferred Stock of all series (a) create or increase
the authorized number of shares of any class of stock ranking as to dividends or
assets prior to the Preferred Stock; or (b) change the preferences,
qualifications, privileges, limitations, restrictions or special or relative
rights granted to or imposed upon the shares of Preferred Stock in any material
respect adverse to the holders thereof, provided that if any such change will
affect any particular series materially and adversely as contrasted with the
effect thereof upon any other series, no such change may be made without, in
addition, such vote or consent of the holders of at least two-thirds of the then
outstanding shares of the particular series which would be so affected.
Subject to such affirmative vote or consent of the holders of the
outstanding shares of Preferred Stock of any series, PNC may, by resolution of
its Board of Directors or as otherwise permitted by law, from time to time alter
or change the preferences, rights or powers of the Preferred Stock of such
series. The holders of the Preferred Stock of such series shall not be entitled
to participate in any such vote if, at or prior to the time when any such
alteration or change is to take effect, provision is made for the redemption of
all the Preferred Stock of such series at the time outstanding. See "Redemption
by PNC" below. Nothing in this section shall be taken to require a class vote or
consent in connection with the authorization, designation, increase or issuance
of any shares of any class or series (including additional Preferred Stock of
any series) that rank junior to or on a parity with the Preferred Stock of such
series as to dividends and liquidation rights or in connection with the
authorization, designation, increase or issuance of any bonds, mortgages,
debentures or other obligations of PNC.
Under interpretations adopted by the Federal Reserve or its staff, if the
holders of Preferred Stock of any series become entitled to vote for the
election of directors because dividends on such series are in arrears as
described above, such series may then be deemed a "class of voting securities"
and a holder of 25% or more of such series (or a holder of 5% or more if it
otherwise exercises a "controlling influence" over PNC) may then be subject to
regulation as a bank holding company in accordance with the BHC Act. In
addition, at such time as such series is deemed a class of voting securities,
any other bank holding company may be required to obtain the prior approval of
the Federal Reserve to acquire more than 5% of such series, and any person other
than a bank holding company may be required to obtain the prior approval of the
Federal Reserve to acquire 10% or more of such series.
Liquidation of PNC
In the event of voluntary or involuntary liquidation of PNC, the holders of
shares of each series of Preferred Stock shall be entitled to receive from the
assets of PNC (whether capital or surplus), prior to any payment to the holders
of Common Stock or of any class or series of stock of PNC ranking as to assets
subordinate to such series, the amount fixed by the Board of Directors for such
series and described in the applicable Prospectus Supplement, plus, in case
dividends on such series shall have been determined to be cumulative, an amount
equal to the accrued and unpaid dividends thereon (to the extent cumulative)
computed to the date on which payment thereof is made available, whether or not
earned or declared. After such payment to the holders of shares of such series,
any remaining balance shall be paid to the holders of Common Stock or of any
class or series of stock of PNC ranking as to assets subordinate to such series,
as they may be entitled. If, upon liquidation of PNC, its assets are not
sufficient to pay in full the amounts so payable to the holders of shares of all
series of Preferred Stock ranking equally as to assets, all such shares shall
participate ratably in the distribution of assets in proportion to the full
amounts to which they are
21
respectively entitled. Neither a merger nor a consolidation of PNC into or with
any other corporation nor a sale, transfer or lease of all or part of the assets
of PNC shall be deemed a liquidation of PNC within the meaning of this
paragraph.
Redemption by PNC
Except as otherwise provided by the Board of Directors and described in the
applicable Prospectus Supplement, PNC, at its option to be exercised by its
Board of Directors, may redeem the whole or any part of the Preferred Stock or
of any series thereof at such times and at the applicable amount for each share
which shall have been fixed and determined, plus, in case dividends shall have
been determined to be cumulative, an amount equal to the accrued and unpaid
dividends thereon (to the extent cumulative) computed to the date fixed for
redemption, whether or not earned or declared (hereinafter collectively called
the "redemption price"). If at any time less than all of the Preferred Stock
then outstanding is to be called for redemption, the Board may select one or
more series to be redeemed, and if less than all the outstanding Preferred Stock
of any series is to be called for redemption, the shares to be redeemed may be
selected by lot or by such other equitable method as the Board in its discretion
may determine.
Notice of redemption shall be published at least once in a newspaper of
general circulation in Philadelphia, Pennsylvania, or in the Borough of
Manhattan, New York, and copies of such notice shall be given by mailing the
same to each record holder of the Preferred Stock to be redeemed, not less than
30 nor more than 60 days prior to the date fixed for redemption thereof, to the
respective addresses of such holders as the same shall appear on the stock books
of PNC. Each notice shall state: (i) the redemption date; (ii) the number of
shares and series of the Preferred Stock to be redeemed; (iii) the redemption
price; and (iv) the place or places where certificates for such Preferred Stock
are to be surrendered for payment of the redemption price. If fewer than all the
shares of Preferred Stock of any series held by any holder are to be redeemed,
the notice mailed to such holder shall also specify the number of shares of
Preferred Stock to be redeemed from such holder.
If notice of redemption of any share of Preferred Stock has been given,
from and after the redemption date for such shares (unless default shall be made
by PNC in providing money for the payment of the redemption price of such
shares), dividends on such shares shall cease to accrue and such shares shall no
longer be deemed to be outstanding, and all rights of the holders thereof as
shareholders of PNC (except the right to receive the redemption price) shall
cease. Failure to give notice by mail or any defect therein or failure of any
addressee to receive it shall not affect the validity of the proceedings for
redemption. Conversion rights of shares called for redemption shall terminate at
the close of business on the date fixed for redemption or at such earlier time
as shall have been fixed by the Board of Directors. Upon surrender in accordance
with such notice of the certificates representing any such shares (properly
endorsed or assigned for transfer, if the Board of Directors of PNC shall so
require and the notice shall so state), the redemption price set forth above
shall be paid out of the funds provided by PNC. If fewer than all the shares
represented by any such certificate are redeemed, a new certificate representing
the unredeemed shares shall be issued without cost to the holder thereof.
Except as otherwise provided by the Board of Directors and described in the
applicable Prospectus Supplement, PNC shall have the right to acquire Preferred
Stock from time to time at such price or prices as PNC may determine, provided
that unless dividends (to the extent cumulative) payable for all past quarterly
dividend periods on all outstanding shares of Preferred Stock entitled to
cumulative dividends have been paid, or declared and set apart for payment, in
full, PNC shall not acquire for value any shares of Preferred Stock except in
accordance with an offer (which may vary as to terms offered with respect to
shares of different series but not with respect to shares of the same series)
made in writing or by publication (as determined by the Board of Directors) to
all holders of record of shares of Preferred Stock.
22
Conversion
The holders of any series of Preferred Stock will have such rights, if any,
to convert such shares into or to exchange such shares for, cash, shares of
PNC's Common Stock or any other class of capital securities of PNC as may be set
forth in the Prospectus Supplement relating to such series of Preferred Stock.
PREFERRED STOCK CURRENTLY OUTSTANDING
The following summaries of the outstanding Preferred Stock are qualified in
their entirety by reference to the corresponding Designations of Series and
description of Preferred Stock contained in PNC's Articles of Incorporation, as
amended, attached as Exhibits 99.1 and 99.2 (with respect to the Preferred
Stock-F) to PNC's Current Report on Form 8-K dated October 7, 1996 and PNC's
application for registration of securities on Form 8-A filed September 24, 1987
(File No. 1-9718) and incorporated herein by reference.
Holders of outstanding Preferred Stock are entitled to cumulative dividends
at the annual rate of $1.80 per share for Preferred Stock-A, Preferred Stock-B
and Preferred Stock-D and $1.60 per share for Preferred Stock-C, payable
quarterly when and as declared by the Board of Directors of PNC. The Board of
Directors may not pay or set apart dividends on Common Stock until dividends for
the current period and all past dividend periods on all series of outstanding
Preferred Stock have been paid or declared and set apart for payment. Dividends
on Preferred Stock-F are payable quarterly at a rate per share of 6.05% per
annum through September 29, 2001, and thereafter at the "Applicable Rate" (as
defined in the Designation of Series relating to the Preferred Stock-F), which
rate will not be less than 6.55% nor greater than 12.55% (unless there are
certain changes made to the Internal Revenue Code). Dividends on the Preferred
Stock-F are not cumulative and no rights accrue to the holders by reason of the
fact that PNC may fail to declare or pay dividends on the Preferred Stock-F in
any amount in any year.
Holders of outstanding Preferred Stock, other than Preferred Stock-F, are
entitled to a number of votes equal to the number of full shares of Common Stock
into which their Preferred Stock is at the time convertible. Holders of
outstanding Preferred Stock currently are entitled to the following conversion
privileges: (i) one share of Preferred Stock-A or Preferred Stock-B is
convertible into eight shares of Common Stock and (ii) 2.4 shares of Preferred
Stock-C or Preferred Stock-D are convertible into four shares of Common Stock.
Shares of Preferred Stock-F do not have voting rights, except in limited
circumstances.
On the liquidation of PNC, holders of outstanding Preferred Stock would be
entitled to receive, before any payments are made with respect to Common Stock,
a specified amount for each share held by them, plus all dividends accrued and
unpaid thereon, or such lesser amount remaining after the claims of all
creditors have been satisfied, ratably with holders of other series of Preferred
Stock ranking equally as to assets. The liquidation preference is $40 per share
for Preferred Stock-A and Preferred Stock-B, $20 per share for Preferred Stock-C
and Preferred Stock-D and $50 per share for Preferred Stock-F.
Preferred Stock-A, Preferred Stock-C and Preferred Stock-D are redeemable
at any time at the option of PNC at redemption prices equal to the respective
liquidation preference amounts stated above, plus accrued and unpaid dividends,
if any. Preferred Stock-B is not redeemable. Prior to September 30, 2001,
Preferred Stock-F is not redeemable, except in limited circumstances by PNC upon
certain changes to the Internal Revenue Code at a declining redemption price
ranging from $52.20 to the liquidation preference amount, plus accrued and
unpaid dividends (whether or not earned or declared) from the immediately
preceding dividend payment date (but without any cumulation for unpaid dividends
for prior dividend periods) to the date fixed for redemption. On and after
September 30, 2001, Preferred Stock-F is redeemable at the option of PNC at its
liquidation preference amount, plus accrued and unpaid dividends (whether or not
earned or declared) from the immediately preceding dividend payment date (but
without any cumulation for unpaid dividends for prior dividend periods) to the
date fixed for redemption.
All outstanding series of Preferred Stock, other than Preferred Stock-F,
are convertible (unless called for redemption and not converted within the time
allowed therefor), at any time at the option of the holder. No adjustment will
be made for dividends on Preferred Stock converted or on Common Stock issuable
upon conversion. The conversion rate of each series of convertible Preferred
Stock will be adjusted in certain events,
23
including payment of stock dividends on, or splits or combinations of, the
Common Stock or issuance to holders of Common Stock of rights to purchase Common
Stock at a price per share less than 90% of Current Market Price as defined in
the Articles of Incorporation of PNC. Appropriate adjustments in the conversion
provisions also will be made in the event of certain reclassifications,
consolidations or mergers or the sale of substantially all of the assets of PNC.
Preferred Stock-F is not convertible into shares of Common Stock or any other
security of PNC.
PNC shall have the right to acquire outstanding Preferred Stock from time
to time at such price or prices as PNC may determine, provided that unless
dividends (to the extent cumulative) payable for all past quarterly dividend
periods on all outstanding shares of Preferred Stock entitled to cumulative
dividends have been paid, or declared and set apart for payment, in full, PNC
shall not acquire for value any shares of Preferred Stock except in accordance
with an offer (which may vary as to terms offered with respect to shares of
different series but not with respect to shares of the same series) made in
writing or by publication (as determined by the Board of Directors) to all
holders of record of shares of Preferred Stock.
Preferred Stock-A, Preferred Stock-B and Preferred Stock-F are currently
traded in the over-the-counter market. Preferred Stock-C and -D are listed and
traded on the New York Stock Exchange. The Chase Manhattan Bank, New York, New
York, is transfer agent and registrar for all outstanding series of Preferred
Stock.
DESCRIPTION OF DEPOSITARY SHARES
GENERAL
Certain general terms and provisions of the Deposit Agreement (as described
below), the Depositary Shares and the Depositary Receipts to which a Prospectus
Supplement may relate are set forth below. The particular terms of the Preferred
Stock offered by any Prospectus Supplement and the extent, if any, to which such
general provisions may apply to the Depositary Shares will be described in the
Prospectus Supplement relating to such Preferred Stock. The descriptions below
and in any Prospectus Supplement do not purport to be complete and are subject
to and qualified in their entirety by reference to the Deposit Agreement and the
Depositary Receipts, the forms of which are incorporated by reference as
Exhibits 4.5 and 4.6, respectively, to the Registration Statement of which this
Prospectus is a part and the definitive forms of which will be filed with the
Commission.
PNC may, at its option, elect to offer fractional interests in the
Preferred Stock, rather than whole shares of such securities. In the event such
option is exercised, PNC will provide for the issuance by a Depositary to the
public of receipts for Depositary Shares, each of which will represent a
fractional interest (to be set forth in the Prospectus Supplement relating to a
particular series of the Preferred Stock) in a share of a particular series of
the Preferred Stock as described below.
The shares of any series of the Preferred Stock underlying the Depositary
Shares will be deposited under a separate Deposit Agreement ("Deposit
Agreement") between PNC and a bank or trust company selected by PNC having its
principal office in the United States and having a combined capital and surplus
of at least $50,000,000 ("Depositary"). The Prospectus Supplement relating to a
series of Depositary Shares will set forth the name and address of the
Depositary, which may be one of the Banks. Subject to the terms of the Deposit
Agreement, each owner of a Depositary Share will be entitled, in proportion to
the applicable fractional interest in a share of Preferred Stock underlying such
Depositary Share, to all the rights and preferences of the Preferred Stock
underlying such Depositary Share (including dividend, voting, redemption,
conversion and liquidation rights).
The Depositary Shares will be evidenced by Depositary Receipts issued
pursuant to the Deposit Agreement. Depositary Receipts will be distributed to
those persons purchasing the fractional shares of the related series of
Preferred Stock in accordance with the terms of the offering described in a
related Prospectus Supplement.
24
Pending the preparation of definitive engraved Depositary Receipts, the
Depositary may, upon the written order of PNC, issue temporary Depositary
Receipts substantially identical to (and entitling the holders thereof to all
the rights pertaining to) the definitive Depositary Receipts but not in
definitive form. Definitive Depositary Receipts will be prepared thereafter
without unreasonable delay and temporary Depositary Receipts will be
exchangeable for definitive Depositary Receipts at PNC's expense.
Upon surrender of Depositary Receipts at the office of the Depositary
(unless the Depositary Shares have been previously called for redemption) and
upon payment of the charges provided in the Deposit Agreement and subject to the
terms thereof, a holder of Depositary Shares is entitled to have the Depositary
deliver to such holder the number of whole shares of the related Preferred Stock
underlying the Depositary Shares evidenced by the surrendered Depositary
Receipts. Partial shares of Preferred Stock will not be issued. Holders of
Depositary Shares will be entitled to receive shares of the related series of
Preferred Stock as set forth in a related Prospectus Supplement, but holders of
such whole shares of such Preferred Stock thus withdrawn will not thereafter be
entitled to receive Depositary Shares therefor. If the Depositary Receipts
delivered by the holder evidence a number of Depositary Shares in excess of the
number of Depositary Shares representing the number of whole shares of the
related series of Preferred Stock to be withdrawn, the Depositary will deliver
to such holder at the same time a new Depositary Receipt evidencing such excess
number of Depositary Shares. PNC does not expect that there will be any public
trading market for the withdrawn shares.
DIVIDENDS AND OTHER DISTRIBUTIONS
The Depositary will distribute all cash dividends or other cash
distributions received in respect of the Preferred Stock to the record holders
of Depositary Shares relating to such Preferred Stock in proportion to the
numbers of such Depositary Shares owned by such holders on the relevant record
date. The Depositary shall distribute only such amount, however, as can be
distributed without attributing to any holder of Depositary Shares a fraction of
one cent, and any balance not so distributed shall be added to and treated as
part of the next sum received by the Depositary for distribution to record
holders of Depositary Shares.
In the event of a distribution other than in cash, the Depositary will
distribute property received by it to the record holders of Depositary Shares
entitled thereto, unless the Depositary determines that it is not feasible to
make such distribution, in which case the Depositary may, with the approval of
PNC, sell such property and distribute the net proceeds from such sale to such
holders.
REDEMPTION OF DEPOSITARY SHARES
If a series of the Preferred Stock underlying the Depositary Shares is
subject to redemption, the Depositary Shares will be redeemed from the proceeds
received by the Depositary resulting from the redemption, in whole or in part,
of such series of the Preferred Stock held by the Depositary. The Depositary
shall mail notice of redemption not less than 30 and not more than 60 days prior
to the date fixed for redemption to the record holders of the Depositary Shares
to be so redeemed at their respective addresses appearing in the Depositary's
books. The redemption price per Depositary Share will be equal to the applicable
fraction of the redemption price per share payable with respect to such series
of the Preferred Stock. Whenever PNC redeems Preferred Stock held by the
Depositary, the Depositary will redeem as of the same redemption date the number
of Depositary Shares relating to the shares of Preferred Stock so redeemed. If
less than all the Depositary Shares are to be redeemed, the Depositary Shares to
be redeemed will be selected by lot or pro rata as may be determined by the
Depositary.
After the date fixed for redemption, the Depositary Shares so called for
redemption will no longer be deemed to be outstanding and all rights of the
holder of the Depositary Shares will cease, except the right to receive the
monies payable upon such redemption and any money or other property to which the
holders of such Depositary Shares were entitled upon such redemption upon
surrender to the Depositary of the Depositary Receipts evidencing such
Depositary Shares.
25
VOTING THE PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of the Preferred
Stock are entitled to vote, the Depositary will mail the information contained
in such notice of meeting to the record holders of the Depositary Shares
relating to such Preferred Stock. Each record holder of such Depositary Shares
on the record date (which will be the same date as the record date for the
Preferred Stock) will be entitled to instruct the Depositary as to the exercise
of the voting rights pertaining to the amount of Preferred Stock underlying such
holder's Depositary Shares. The Depositary will endeavor, insofar as
practicable, to vote the amount of Preferred Stock underlying such Depositary
Shares in accordance with such instructions, and PNC will agree to take all
action which may be deemed necessary by the Depositary in order to enable the
Depositary to do so. The Depositary will abstain from voting Preferred Stock to
the extent it does not receive specific instructions from the holders of
Depositary Shares relating to such Preferred Stock.
CONVERSION OF PREFERRED STOCK
If a series of the Preferred Stock underlying the Depositary Shares is
convertible into shares of PNC's Common Stock or any other class of capital
securities of PNC, PNC will accept the delivery of Depositary Receipts for
purposes of effecting conversions of the Preferred Stock utilizing the same
procedures as those provided for delivery of certificates for the Preferred
Stock pursuant to the terms of the series of Preferred Stock. If the Depositary
Shares represented by a Depositary Receipt are to be converted in part only, a
new Depositary Receipt or Depositary Receipts will be issued by the Depositary
for the Depositary Shares not to be converted.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of Depositary Receipt evidencing the Depositary Shares and any
provision of the Deposit Agreement may at any time be amended by agreement
between PNC and the Depositary. However, any amendment which materially and
adversely alters the rights of the existing holders of Depositary Shares will
not be effective unless such amendment has been approved by the record holders
of at least a majority of the Depositary Shares then outstanding. A Deposit
Agreement may be terminated by PNC or the Depositary only if (i) all outstanding
Depositary Shares relating thereto have been redeemed or (ii) there has been a
final distribution in respect of the Preferred Stock of the relevant series in
connection with any liquidation, dissolution or winding up of PNC.
CHARGES OF DEPOSITARY
PNC will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. PNC will also pay
charges of the Depositary in connection with the initial deposit of the
Preferred Stock and any redemption of the Preferred Stock. Holders of Depositary
Shares will pay other transfer and other taxes and governmental charges and such
other charges as are expressly provided in the Deposit Agreement to be for their
accounts.
MISCELLANEOUS
The Depositary will forward to the holders of Depositary Shares all reports
and communications from PNC which are delivered to the Depositary and which PNC
is required to furnish to the holders of the Preferred Stock.
Neither the Depositary nor PNC will be liable if it is prevented or delayed
by law or any circumstance beyond its control in performing its obligations
under the Deposit Agreement. The obligations of PNC and the Depositary under the
Deposit Agreement will be limited to performance in good faith of their
respective duties thereunder and they will not be obligated to prosecute or
defend any legal proceeding in respect of any Depositary Shares or shares of
Preferred Stock unless satisfactory indemnity is furnished. They may rely upon
written advice of counsel or accountants, or information provided by persons
presenting Preferred Stock for deposit, holders of Depositary Shares or other
persons believed to be competent and on documents believed to be genuine.
26
RESIGNATION AND REMOVAL OF DEPOSITARY
The Depositary may resign at any time by delivering to PNC notice of its
election to do so, and PNC may at any time remove the Depositary, any such
resignation or removal to take effect only upon the appointment of a successor
Depositary and its acceptance of such appointment. Such successor Depositary
must be a bank or trust company having its principal office in the United States
and having a combined capital and surplus of at least $50,000,000.
PLAN OF DISTRIBUTION
PNC Funding may offer and sell Debt Securities to or through underwriters,
acting as principals for their own accounts or as agents, and also may offer and
sell Debt Securities directly to other purchasers. PNC may offer and sell Common
Stock and Preferred Stock to or through underwriters, acting as principals for
their own accounts or as agents, and also may offer and sell Common Stock and
Preferred Stock directly to other purchasers. Any underwriters in connection
with Offered Debt Securities, Common Stock or Preferred Stock will be named in
the related Prospectus Supplement and any underwriting compensation paid to such
underwriters will be set forth therein. Underwritten offerings may involve
underwriting syndicates represented by managing underwriters, or underwriters
without a syndicate.
The distribution of Securities may be effected from time to time in one or
more transactions at a fixed price or prices, which may be changed, or at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices.
In connection with the sale of Securities, underwriters or agents acting on
PNC's behalf may receive compensation from PNC Funding, PNC or from purchasers
of Securities for whom they may act as agents, in the form of discounts,
concessions or commissions. The underwriters, dealers or agents that participate
in the distribution of Securities may be deemed to be underwriters and any
discounts or commissions received by them and any profit on the resale of
Securities by them may be deemed to be underwriting discounts and commissions
under the Securities Act. Any such underwriter will be identified and any such
compensation will be described in the Prospectus Supplement.
Under agreements which may be entered into with PNC Funding and PNC,
underwriters, dealers and agents may be entitled to indemnification by PNC
Funding or PNC against certain liabilities, including liabilities under the
Securities Act, and to contributions from PNC Funding or PNC in respect of such
liabilities. Underwriters, dealers and agents may be customers of, engage in
transactions with, or perform services for PNC Funding or PNC in the ordinary
course of business.
If so indicated in the Prospectus Supplement, PNC Funding and/or PNC will
authorize underwriters or other persons acting as PNC Funding's agents and/or
PNC's agents to solicit offers by certain institutions to purchase Debt
Securities from PNC Funding and/or Preferred Stock from PNC pursuant to
contracts providing for payment and delivery on a future date or dates stated in
the applicable Prospectus Supplement. Institutions with which such contracts may
be made include commercial and savings banks, insurance companies, pension
funds, investment companies, educational and charitable institutions and others,
but in all cases such institutions must be approved by PNC Funding or PNC. The
obligations of any purchaser under any such contract will not be subject to any
conditions, except that (1) the purchase of the Debt Securities, or the Common
Stock or the Preferred Stock shall not at the time of delivery be prohibited
under the laws of the jurisdiction to which such purchaser is subject, and (2)
if Debt Securities or Common Stock or Preferred Stock are also being sold to
underwriters, PNC Funding or PNC shall have sold to such underwriters the Debt
Securities or the Common Stock or the Preferred Stock not sold for delayed
delivery. The underwriters and such other persons will not have any
responsibility in respect of the validity or performance of such contracts.
27
LEGAL OPINIONS
The validity of the Securities and related Guarantees and the Common Stock,
the Preferred Stock and the Depositary Shares will be passed upon for PNC
Funding and PNC by Melanie S. Cibik, Senior Counsel of PNC, One PNC Plaza, 249
Fifth Avenue, Pittsburgh, Pennsylvania 15222. As of June 30, 1997, Miss Cibik
beneficially owned 908 shares of PNC's Common Stock under PNC's employee plans.
If the Securities are being distributed in an underwritten offering, the
validity of the Securities and related Guarantees and the Common Stock, the
Preferred Stock and the Depositary Shares will be passed upon for the
underwriters by counsel identified in the Prospectus Supplement.
EXPERTS
The consolidated financial statements of PNC incorporated by reference into
the Annual Report on Form 10-K of PNC for the year ended December 31, 1996, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon incorporated by reference therein and herein. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report 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 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.
28
======================================================
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THE PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED. NEITHER THE DELIVERY OF THE PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE UNDER THE PROSPECTUS SUPPLEMENT
AND THE PROSPECTUS SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF PNC FUNDING CORP OR PNC BANK CORP.
SINCE THE DATE HEREOF. THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT
CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.
------------------------
TABLE OF CONTENTS
PAGE
---
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
PNC Bank Corp......................... 3
PNC Funding Corp...................... 3
Supervision, Regulation and
Other Matters....................... 3
Consolidated Ratio of Earnings to
Fixed Charges....................... 6
Consolidated Ratio of Earnings to
Combined Fixed Charges and Preferred
Stock Dividends..................... 6
Use of Proceeds....................... 7
Description of Debt Securities and
Guarantees.......................... 7
Description of Common Stock........... 18
Description of Preferred Stock........ 19
Description of Depositary Shares...... 24
Plan of Distribution.................. 27
Legal Opinions........................ 28
Experts............................... 28
======================================================
======================================================
PNC FUNDING CORP
DEBT SECURITIES
PNC BANK CORP.
UNCONDITIONAL GUARANTEES OF
PNC FUNDING CORP
DEBT SECURITIES, AS TO PAYMENT OF
PRINCIPAL, PREMIUM, IF ANY, AND
INTEREST
COMMON STOCK ($5.00 PAR VALUE)
PREFERRED STOCK ($1.00 PAR VALUE)
------------
PROSPECTUS
------------
, 1997
======================================================
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
distribution of the Debt Securities, Common Stock, and Preferred Stock being
registered, other than underwriting discounts and commissions:
To be borne by PNC Bank Corp. and PNC Funding Corp:
Registration Fee.................................................. $ 393,939.40
Legal Fees and Expenses........................................... 150,000.00*
Indenture Trustee Fees and Expenses............................... 100,000.00*
Printing and Engraving............................................ 200,000.00*
Rating Fees....................................................... 200,000.00*
Accounting Fees................................................... 150,000.00*
Blue Sky and Legal Investment Fees and Expenses................... 50,000.00*
Listing Fees...................................................... 25,000.00*
Miscellaneous..................................................... 31,060.60*
-------------
Total........................................................... $1,300,000.00*
============
* 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) ("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 such person's 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.
Each of PNC Bank Corp.'s and PNC Funding Corp'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. Each of PNC Bank Corp.'s and PNC Funding Corp'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.
PNC Bank Corp. has purchased directors' and officers' liability insurance
covering certain liabilities which may be incurred by its respective officers
and directors in connection with the performance of their duties. Such insurance
covers PNC Funding Corp's directors and officers as well.
ITEM 16. EXHIBITS
The exhibits listed on the Exhibit Index beginning on page II-6 of this
Registration Statement are filed herewith, will be filed by amendment, or are
incorporated herein by reference to other filings.
II-1
ITEM 17. UNDERTAKINGS
The undersigned Registrants hereby undertake:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a) (3) of the Securities
Act of 1933;
(ii) 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 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 end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with 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;
(iii) 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 (i) and (ii) 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
Registrants pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, that are incorporated by reference in the
Registration Statement.
2. That, for the purpose of determining any liability under the Securities Act
of 1933, 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 the 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 of
1933, each filing of the Registrants' annual reports pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934, 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;
5. For the purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrants pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it is declared effective; and
6. For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus 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 of
1933 may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the provisions set forth in Item 15, or otherwise, the
Registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrants of expenses incurred or paid by a director, officer or
controlling person of the Registrants in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrants will, unless
in the opinion of their 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 public policy as expressed in the
Securities Act of 1933, and will be governed by the final adjudication of such
issue.
II-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 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
29th day of August, 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 Officer and August 29, 1997
- ----------------------------------------- Director (Principal Executive
Thomas H. O'Brien Officer)
/s/ ROBERT L. HAUNSCHILD Senior Vice President and Chief August 29, 1997
- ----------------------------------------- Financial Officer (Principal
Robert L. Haunschild Financial Officer)
/s/ WILLIAM J. JOHNS Senior Vice President and Chief August 29, 1997
- ----------------------------------------- Accounting Officer (Principal
William J. Johns Accounting Officer)
* Director August 29, 1997
- -----------------------------------------
Paul W. Chellgren
* Director August 29, 1997
- -----------------------------------------
Robert N. Clay
* Director August 29, 1997
- -----------------------------------------
George A. Davidson, Jr.
* Director August 29, 1997
- -----------------------------------------
David F. Girard-diCarlo
* Director August 29, 1997
- -----------------------------------------
C.G. Grefestette
* Director August 29, 1997
- -----------------------------------------
William R. Johnson
* Director August 29, 1997
- -----------------------------------------
Bruce C. Lindsay
* Director August 29, 1997
- -----------------------------------------
Thomas Marshall
* Director August 29, 1997
- -----------------------------------------
W. Craig McClelland
* Director August 29, 1997
- -----------------------------------------
Jackson H. Randolph
/s/ JAMES E. ROHR President and Director August 29, 1997
- -----------------------------------------
James E. Rohr
II-3
SIGNATURE TITLE DATE
- ----------------------------------------- -------------------------------------- -----------------
* Director August 29, 1997
- -----------------------------------------
Roderic H. Ross
* Director August 29, 1997
- -----------------------------------------
Vincent A. Sarni
* Director August 29, 1997
- -----------------------------------------
Garry J. Scheuring
* Director August 29, 1997
- -----------------------------------------
Richard P. Simmons
* Director August 29, 1997
- -----------------------------------------
Thomas J. Usher
* Director August 29, 1997
- -----------------------------------------
Milton A. Washington
* Director August 29, 1997
- -----------------------------------------
Helge H. Wehmeier
*By: /s/ MELANIE S. CIBIK
-----------------------------------------------------
Melanie S. Cibik, Attorney-in-Fact,
pursuant to Powers of Attorney filed herewith
Date: August 29, 1997
II-4
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 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
29th day of August, 1997.
PNC FUNDING CORP
By: /s/ ROBERT L. HAUNSCHILD
------------------------------------
Robert L. Haunschild
President
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/ PAUL L. AUDET Chairman and Director August 29, 1997
- -----------------------------------------
Paul L. Audet
/s/ ROBERT L. HAUNSCHILD President and Director August 29, 1997
- -----------------------------------------
Robert L. Haunschild
/s/ RANDALL C. KING Senior Vice President and Director August 29, 1997
- -----------------------------------------
Randall C. King
/s/ ROBERT C. BARRY, JR. Senior Vice President and August 29, 1997
- ----------------------------------------- Chief Financial Officer
Robert C. Barry, Jr.
/s/ TARA A. HUGHES Accounting Officer and Assistant August 29, 1997
- ----------------------------------------- Controller
Tara A. Hughes
II-5
EXHIBIT INDEX
EXHIBIT
NO. NAME OF DOCUMENT METHOD OF FILING
- ------- ------------------------------------------------------ ---------------------------
1.1 Form of Underwriting Agreement for Debt Securities. Filed herewith.
1.2 Form of Underwriting Agreement for Common Stock, Filed herewith.
Preferred Stock and Depositary Shares.
3.1 Articles of Incorporation of PNC Bank Corp., as Incorporated herein by
amended. reference to Exhibits 99.1
and 99.2 to Current Report
on Form 8-K dated October
7, 1996 of PNC Bank Corp.
(File No. 1-9718).
3.2 By-laws of PNC Bank Corp., as amended. Incorporated herein by
reference to Exhibit 99 to
Current Report on Form 8-K
dated July 9, 1997 of PNC
Bank Corp. (File No.
1-9718).
3.3 Articles of Incorporation of PNC Funding Corp, as Filed herewith.
amended.
3.4 By-laws of PNC Funding Corp, as amended. Filed herewith.
4.1 Form of Certificate for Common Stock. Filed herewith.
4.2 Form of Certificate for Preferred Stock (with Incorporated herein by
references to PNC Financial Corp now being PNC Bank reference to Exhibit 4.1 to
Corp.). the Registration Statement
on Form S-3 at File No.
33-40602, in Pre-Effective
Amendment No. 2, filed
September 24, 1991.
4.3 Article Sixth and Article Seventh of PNC Bank Corp.'s Included in Exhibit 99.1 to
Articles of Incorporation, as amended. Current Report on Form 8-K
dated October 7, 1996 of
PNC Bank Corp., which is
incorporated herein by
reference through Exhibit
3.1 to this Registration
Statement.
4.4 Form of Statement of Designation with respect to To be filed in documents
Preferred Stock. incorporated herein by
reference.
4.5 Form of Deposit Agreement. Filed herewith.
4.6 Form of Depositary Receipt. Filed herewith.
4.7 Indenture dated as of December 1, 1991, among PNC Filed herewith.
Funding Corp, as Issuer, PNC Financial Corp (now PNC
Bank Corp.), as Guarantor, and Manufacturers Hanover
Trust Company, as Trustee (of which The Chase
Manhattan Bank, formerly known as Chemical Bank, is
successor trustee).
4.8 Supplemental Indenture dated as of February 15, 1993, Filed herewith.
among PNC Funding Corp, as Issuer, PNC Bank Corp., as
Guarantor, and Chemical Bank, as successor by merger
to Manufacturers Hanover Trust Company and now known
as The Chase Manhattan Bank.
II-6
EXHIBIT
NO. NAME OF DOCUMENT METHOD OF FILING
- ------- ------------------------------------------------------ ---------------------------
4.9 Form of Debt Security and related Guarantee. To be filed in documents
incorporated herein by
reference.
4.10 Form of Subordinated Note and related Guarantee. Filed herewith.
5 Opinion of Melanie S. Cibik, Esquire, as to the Filed herewith.
legality of the securities being registered.
12.1 Computation of Consolidated Ratio of Earnings to Fixed Filed herewith.
Charges.
12.2 Computation of Consolidated Ratio of Earnings to Filed herewith.
Combined Fixed Charges and Preferred Stock Dividends.
23.1 Consent of Ernst & Young LLP. Filed herewith.
23.2 Consent of Melanie S. Cibik. Filed as part of Exhibit 5
to this Registration
Statement.
24.1 Power of Attorney of certain directors and officers of Filed herewith.
PNC Bank Corp.
24.2 Power of Attorney of certain directors and officers of Filed herewith.
PNC Funding Corp.
24.3 Power of Attorney of Robert N. Clay (a director of PNC Filed herewith.
Bank Corp.)
25 Form T-1--Statement of Eligibility Under the Trust Filed herewith.
Indenture Act of 1939 of The Chase Manhattan Bank to
Act as Trustee.
II-7