UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT 0F 1934
FOR THE YEAR ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT 0F 1934
For the transition period from _________________ to __________________
COMMISSION FILE NUMBER 1-9718
PNC BANK CORP.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1435979
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE PNC PLAZA
249 FIFTH AVENUE
PITTSBURGH, PENNSYLVANIA 15222-2707
(Address of principal executive offices)
(Zip Code)
(412) 762-1553
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
By filing this amendment ("Amendment No. 1"), the undersigned
registrant hereby amends its Annual Report on Form 10-K for the year
ended December 31, 1997 ("1997 Form 10-K"), to include, as permitted by
Rule 15d-21 under the Securities Exchange Act of 1934, as amended
("Exchange Act"), the financial statements and exhibits required by
Form 11-K with respect to the PNC Bank Corp. Incentive Savings Plan, as
amended ("PNC Plan").
In accordance with Rule 12b-15 of the Exchange Act, Item 14 of Part IV
of the 1997 Form 10-K is hereby amended and restated to read in its
entirety as follows:
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
The following report of independent auditors of the Corporation and
consolidated financial information of the Corporation included in the
Annual Report to Shareholders are incorporated herein by reference.
PAGE OF
FINANCIAL STATEMENTS ANNUAL REPORT
---------------------------------------------------------------------------------------------------------------------
Report of Ernst & Young LLP, Independent Auditors 53
Consolidated Statement of Income for the three years ended December 31, 1997 54
Consolidated Balance Sheet as of December 31, 1997 and 1996 55
Consolidated Statement of Changes in Shareholders' Equity for the three years ended
December 31, 1997 56
Consolidated Statement of Cash Flows for the three years ended December 31, 1997 57
Notes to Consolidated Financial Statements 58-74
Selected Quarterly Financial Data 76
As permitted by Rule 15d-21 of the Exchange Act, the following
financial statements of the PNC Plan and reports of independent
auditors thereon are filed with Amendment No. 1 at the page indicated.
PAGE OF
FINANCIAL STATEMENTS AMENDMENT NO. 1
---------------------------------------------------------------------------------------------------------------------
Report of Independent Auditors 4
Statements of Net Assets Available for Benefits 5
Statements of Changes in Net Assets Available for Benefits 7
Notes to Financial Statements 9
Schedule of Assets Held for Investment Purposes 14
Schedule of Loans 20
Schedule of Reportable Transactions 23
FINANCIAL STATEMENT SCHEDULES
-----------------------------------------------------------------------
Not applicable.
REPORTS ON FORM 8-K
-----------------------------------------------------------------------
The following reports on Form 8-K were filed during the quarter ended
December 31, 1997, or thereafter:
Form 8-K dated as of October 15, 1997, reporting the Corporation's
consolidated financial results for the three and nine months ended
September 30, 1997, filed pursuant to Item 5.
Form 8-K dated as of January 15, 1998, reporting the Corporation's
consolidated financial results for the three months and year ended
December 31, 1997, filed pursuant to Item 5.
EXHIBITS
-----------------------------------------------------------------------
The exhibits listed on the Exhibit Index on pages 25 and 26 of this
Form 10-K/A are filed herewith or are incorporated herein by reference.
2
PNC Bank Corp.
Incentive Savings Plan
Audited Financial Statements
Years ended December 31, 1997 and 1996
CONTENTS
Report of Independent Auditors ..............................................4
Audited Financial Statements
Statements of Net Assets Available for Benefits .............................5
Statements of Changes in Net Assets Available for Benefits ..................7
Notes to Financial Statements ...............................................9
Schedules
Line 27a--Schedule of Assets Held for Investment Purposes ...................14
Line 27b--Schedule of Loans .................................................20
Line 27d--Schedule of Reportable Transactions ...............................23
3
REPORT OF INDEPENDENT AUDITORS
Administrative Committee
PNC Bank Corp.
Incentive Savings Plan
We have audited the accompanying statements of net assets available for benefits
of the PNC Bank Corp. Incentive Savings Plan (Plan) as of December 31, 1997 and
1996, and the related statements of changes in net assets available for benefits
for the years then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1997 and 1996, and the changes in its net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes and schedule of loans as of December 31, 1997, and
reportable transactions for the year ended December 31, 1997, are presented for
purposes of complying with the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974, and are not a required part of the financial statements. The Fund
Information in the statements of net assets available for benefits and the
statements of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the net assets available
for benefits and changes in net assets available for benefits of each fund. The
supplemental schedules and Fund Information have been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, are fairly stated in all material respects in relation to the financial
statements taken as a whole.
June 5, 1998
4
PNC Bank Corp.
Incentive Savings Plan
Statement of Net Assets Available for Benefits with Fund Information
December 31, 1997
INTERMEDIATE-
TERM FIXED SHORT-TERM PNC BANK
EQUITY INCOME-- FIXED INCOME CORP. STOCK
FUND A FUND B --FUND C --FUND D
----------------------------------------------------------
Investments at fair value:
PNC Bank common stock $ - $ - $ - $347,536,137
PNC Bank preferred stock - - - 61,333
Short-term investments Compass
Capital Funds:
Money Market Portfolio 5,096,345 1,550,429 78,921,669 1,574,747
Registered investment companies PNC
Funds:
Small Cap Growth Equity Portfolio 8,132,880 - - -
International Equity Portfolio 42,943,103 - - -
Small Cap Value Equity Portfolio 8,526,487 - - -
International Emerging Markets
Portfolio 10,561,421 - - -
Mid Cap Growth Equity Portfolio 13,264,058 - - -
Mid Cap Value Equity Portfolio 12,841,875 - - -
Intermediate Term Bond Portfolio - 24,944,759 - -
Managed Income Portfolio - 35,195,764 - -
Large Cap Growth Equity Portfolio 33,845,359 - - -
Large Cap Value Equity Portfolio 35,082,767 - - -
Value Equity Portfolio 49,612,685 - - -
Core Bond Portfolio 320 4,349,727 - -
Participant loans - - - -
Other - 75,095 - -
----------------------------------------------------------
Total investments 219,907,300 66,115,774 78,921,669 349,172,217
Contribution receivable - - - -
Accrued income 22,334 6,605 363,959 7,519
Due to (from) fund/other assets
(liabilities) 2,262,896 (326,221) 20,466 1,403,906
----------------------------------------------------------
Total assets 222,192,530 65,796,158 79,306,094 350,583,642
ESOP note payable - - - -
Accrued employer match - - - -
Accrued interest payable - - - -
==========================================================
Net assets available for benefits $222,192,530 $65,796,158 $79,306,094 $350,583,642
==========================================================
PNC PNC
BANK CORP. BANK CORP.
ALLOCATED UNALLOCATED LOAN
ESOP FUND ESOP FUND FUND TOTAL
-------------------------------------------------------------
Investments at fair value:
PNC Bank common stock $214,752,364 $134,790,364 $ - $ 697,078,865
PNC Bank preferred stock - - - 61,333
Short-term investments Compass
Capital Funds:
Money Market Portfolio - 409 446,628 87,590,227
Registered investment companies PNC
Funds:
Small Cap Growth Equity Portfolio - - - 8,132,880
International Equity Portfolio - - - 42,943,103
Small Cap Value Equity Portfolio - - - 8,526,487
International Emerging Markets
Portfolio - - - 10,561,421
Mid Cap Growth Equity Portfolio - - - 13,264,058
Mid Cap Value Equity Portfolio - - - 12,841,875
Intermediate Term Bond Portfolio - - - 24,944,759
Managed Income Portfolio - - - 35,195,764
Large Cap Growth Equity Portfolio - - - 33,845,359
Large Cap Value Equity Portfolio - - - 35,082,767
Value Equity Portfolio - - - 49,612,685
Core Bond Portfolio - - - 4,350,047
Participant loans - - 29,025,613 29,025,613
Other - - - 75,095
-------------------------------------------------------------
Total investments 214,752,364 134,790,773 29,472,241 1,093,132,338
Contribution receivable 13,890,529 - - 13,890,529
Accrued income 6,259 31,893 - 438,569
Due to (from) fund/other assets
(liabilities) 5,296,920 (5,323,315) (2,612,832) 721,820
-------------------------------------------------------------
Total assets 233,946,072 129,499,351 26,859,409 1,108,183,256
ESOP note payable - (47,600,000) - (47,600,000)
Accrued employer match - (13,890,529) - (13,890,529)
Accrued interest payable - (1,738,124) - (1,738,124)
=============================================================
Net assets available for benefits $233,946,072 $ 66,270,698 $26,859,409 $1,044,954,603
=============================================================
See accompanying notes to financial statements.
5
PNC Bank Corp.
Incentive Savings Plan
Statement of Net Assets Available for Benefits with Fund Information
December 31, 1996
INTERMEDIATE-
TERM FIXED SHORT-TERM PNC BANK
EQUITY INCOME-- FIXED INCOME CORP. STOCK
FUND A FUND B --FUND C --FUND D
-----------------------------------------------------------------
Investments at fair value:
PNC Bank common stock $ - $ - $ - $214,097,952
PNC Bank preferred stock - - - 42,607
Short-term investments Compass
Capital Funds:
Money Market Portfolio 3,608,542 1,269,510 55,791,123 1,270,280
Registered investment companies PNC
Funds:
Small Cap Growth Equity Portfolio 5,915,193 - - -
International Equity Portfolio 30,722,695 - - -
Small Cap Value Equity Portfolio 5,851,453 - - -
International Emerging Markets
Portfolio 7,252,467 - - -
Growth Equity Portfolio 28,051,743 - - -
Mid Cap Growth Equity Portfolio 8,734,800 - - -
Mid Cap Value Equity Portfolio 8,700,000 - - -
Intermediate Term Bond Portfolio - 20,412,876 - -
Managed Income Portfolio - 32,755,855 - -
Core Equity Portfolio 28,136,804 - - -
Value Equity Portfolio 24,843,512 - - -
Participant loans - - - -
Other - 329,144 - -
-----------------------------------------------------------------
Total investments 151,817,209 54,767,385 55,791,123 215,410,839
Contribution receivable - - - -
Accrued income 14,716 9,334 246,281 4,858
Due to (from) fund/other assets
(liabilities) 4,264,879 640,824 4,432,342 2,939,006
-----------------------------------------------------------------
Total assets 156,096,804 55,417,543 60,469,746 218,354,703
ESOP note payable - - - -
Accrued interest payable - - - -
=================================================================
Net assets available for benefits $156,096,804 $55,417,543 $60,469,746 $218,354,703
=================================================================
PNC PNC
BANK CORP. BANK CORP.
ALLOCATED UNALLOCATED LOAN
ESOP FUND ESOP FUND FUND TOTAL
------------------------------------------------------------------
Investments at fair value:
PNC Bank common stock $128,402,725 $119,810,191 $ - $462,310,868
PNC Bank preferred stock - - - 42,607
Short-term investments Compass
Capital Funds:
Money Market Portfolio 1,082,118 2,160,954 262,250 65,444,777
Registered investment companies PNC
Funds:
Small Cap Growth Equity Portfolio - - - 5,915,193
International Equity Portfolio - - - 30,722,695
Small Cap Value Equity Portfolio - - - 5,851,453
International Emerging Markets
Portfolio - - - 7,252,467
Growth Equity Portfolio - - - 28,051,743
Mid Cap Growth Equity Portfolio - - - 8,734,800
Mid Cap Value Equity Portfolio - - - 8,700,000
Intermediate Term Bond Portfolio - - - 20,412,876
Managed Income Portfolio - - - 32,755,855
Core Equity Portfolio - - - 28,136,804
Value Equity Portfolio - - - 24,843,512
Participant loans - - 27,423,234 27,423,234
Other - - - 329,144
------------------------------------------------------------------
Total investments 129,484,843 121,971,145 27,685,484 756,928,028
Contribution receivable 1,669,984 - 1,669,984
Accrued income 28,843 15,812 1,217 321,061
Due to (from) fund/other assets
(liabilities) 435,601 (7,710,115) (3,979,453) 1,023,084
------------------------------------------------------------------
Total assets 131,619,271 114,276,842 23,707,248 759,942,157
ESOP note payable - (67,700,000) - (67,700,000)
Accrued interest payable - (2,139,443) - (2,139,443)
==================================================================
Net assets available for benefits $131,619,271 $ 44,437,399 $23,707,248 $690,102,714
==================================================================
See accompanying notes to financial statements.
6
PNC Bank Corp.
Incentive Savings Plan
Statement of Changes in Net Assets Available for Benefits with Fund Information
Year ended December 31, 1997
INTERMEDIATE-
TERM FIXED SHORT-TERM PNC BANK
EQUITY INCOME-- FIXED INCOME CORP. STOCK
FUND A FUND B --FUND C --FUND D
-------------------------------------------------------------------------
Net assets available for benefits
at January 1, 1997 $156,096,804 $55,417,543 $60,469,746 $218,354,703
Additions:
Interest and dividends 18,615,296 4,645,389 4,765,536 12,038,018
Contributions:
Employer 460,196 193,618 304,917 -
Employee 16,876,580 5,002,814 5,204,913 7,171,907
Rollover 1,002,879 232,716 286,815 272,701
Deductions:
Distributions to participants
or beneficiaries (16,683,815) (6,564,618) (15,389,481) (32,448,430)
Net transfers 6,048,460 (2,303,953) (842,499) (4,823,151)
ESOP activity:
Interest expense - - - -
Other ESOP activity - - - -
Net realized and unrealized
appreciation 17,471,782 919,225 - 117,854,617
Net assets received in mergers 22,304,348 8,253,424 24,506,147 32,163,277
Other - - - -
-------------------------------------------------------------------------
Net assets available for benefits
at December 31, 1997 $222,192,530 $65,796,158 $79,306,094 $350,583,642
=========================================================================
PNC PNC
BANK CORP. BANK CORP.
ALLOCATED UNALLOCATED LOAN
ESOP FUND ESOP FUND FUND TOTAL
---------------------------------------------------------------------
Net assets available for benefits
at January 1, 1997 $131,619,271 $44,437,399 $23,707,248 $ 690,102,714
Additions:
Interest and dividends 5,370,382 4,440,725 2,043,231 51,918,577
Contributions:
Employer - 11,579,000 - 12,537,731
Employee - - - 34,256,214
Rollover - - - 1,795,111
Deductions:
Distributions to participants
or beneficiaries (13,273,451) - (1,986,724) (86,346,519)
Net transfers (869,890) - 2,791,033 -
ESOP activity:
Interest expense - (3,515,249) - (3,515,249)
Other ESOP activity 39,219,467 (39,219,467) - -
Net realized and unrealized
appreciation 71,861,813 48,548,290 - 256,655,727
Net assets received in mergers 18,480 - 13,116 87,258,792
Other - - 291,505 291,505
---------------------------------------------------------------------
Net assets available for benefits
at December 31, 1997 $233,946,072 $66,270,698 $26,859,409 $1,044,954,603
=====================================================================
See accompanying notes to financial statements.
7
PNC Bank Corp.
Incentive Savings Plan
Statement of Changes in Net Assets Available for Benefits with Fund Information
Year ended December 31, 1996
INTERMEDIATE-
TERM FIXED SHORT-TERM PNC BANK
EQUITY INCOME-- FIXED INCOME CORP. STOCK
FUND A FUND B --FUND C --FUND D
-------------------------------------------------------------------------
Net assets available for benefits
at January 1, 1996 $117,765,737 $50,564,837 $56,466,541 $196,432,822
Additions:
Interest and dividends 14,223,180 3,117,454 2,986,829 8,485,432
Contributions:
Employer 388,627 210,492 334,079 -
Employee 12,168,014 4,732,087 4,339,927 5,962,823
Rollover 621,723 174,936 117,984 125,740
Deductions:
Distributions to participants
or beneficiaries (10,373,636) (4,327,773) (7,096,642) (18,739,547)
Net transfers 9,393,905 363,674 1,066,451 (8,850,524)
ESOP activity:
Interest expense - - - -
Other ESOP activity - - - 274,593
Net realized and unrealized
appreciation (depreciation) 10,559,150 (1,148,495) - 31,567,066
Net assets received in mergers
(transfers) 1,350,104 1,730,331 2,254,577 3,096,298
-------------------------------------------------------------------------
Net assets available for benefits
at December 31, 1996 $156,096,804 $55,417,543 $60,469,746 $218,354,703
=========================================================================
PNC PNC
BANK CORP. BANK CORP.
ALLOCATED UNALLOCATED LOAN
ESOP FUND ESOP FUND FUND TOTAL
----------------------------------------------------------------------
Net assets available for benefits
at January 1, 1996 $ 97,118,726 $39,162,212 $22,921,041 $580,431,916
Additions:
Interest and dividends 4,468,745 5,111,344 1,884,616 40,277,600
Contributions:
Employer - 11,365,000 - 12,298,198
Employee - - - 27,202,851
Rollover - - - 1,040,383
Deductions:
Distributions to participants
or beneficiaries (9,177,493) - (337,222) (50,052,313)
Net transfers (1,013,995) - (959,511) -
ESOP activity:
Interest expense - (4,309,434) - (4,309,434)
Other ESOP activity 22,536,507 (22,811,100) - -
Net realized and unrealized
appreciation (depreciation) 18,801,955 15,919,377 - 75,699,053
Net assets received in mergers
(transfers) (1,115,174) - 198,324 7,514,460
----------------------------------------------------------------------
Net assets available for benefits
at December 31, 1996 $131,619,271 $44,437,399 $23,707,248 $690,102,714
======================================================================
See accompanying notes to financial statements.
8
PNC Bank Corp.
Incentive Savings Plan
Notes to Financial Statements
December 31, 1997
1. SIGNIFICANT ACCOUNTING POLICIES
VALUATION
Marketable securities are stated at fair value. Securities are valued at the
last public sale price of the securities listed on the New York Stock Exchange.
If no sales were reported, and in the case of securities traded over the
counter, the last bid price at the close of business is used. The value of any
security not listed or quoted on any exchange is determined by the last closing
bid price, reference to the bid price of any published quotations in common use,
or by the quotation of a reputable broker. For certain investments that do not
have an established fair value, such value is established based on the opinion
of the trustee.
The fair value of the participation units in the short-term investment funds and
registered investment companies are based on quoted redemption values on the
last business day of the plan year. Loans are valued at the amount of principal
outstanding.
The Incentive Savings Plan's (Plan) assets are concentrated in the stock and
bond markets. Realization of the respective values shown on the statements of
net assets available for benefits is subject to the results of these markets.
The preparation of financial statements, in conformity with generally accepted
accounting principles, requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Actual results may differ from such estimates and such differences may be
material to the financial statements.
2. DESCRIPTION OF THE PLAN
PNC Bank Corp. (PNC Bank) is the sponsor of the Plan. The Plan covers
substantially all eligible salaried employees of PNC Bank and certain
subsidiaries.
9
PNC Bank Corp.
Incentive Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
The Plan allows participants to contribute from 1 to 15 percent of their
biweekly base compensation on a pretax 401(k) basis. PNC Bank matches 100
percent of employee contributions up to 6 percent of base compensation, subject
to Internal Revenue Service (IRS) limitations. For the plan year ended December
31, 1997, an additional 38 percent, $10.6 million, employer matching
contribution was made to eligible participants in accordance with the terms of
the Employee Stock Ownership Plan (ESOP) contained in the Plan document. This
allocation was the result of shares released from the ESOP that were in excess
of the amount required to satisfy the standard employer match on the first 6
percent of elective deferrals. Participants are fully vested in their balances,
including the employer contributions. Plan income is allocated to participants
based on an average participant investment balance on a quarterly basis.
Participants in the Plan may invest any voluntary contributions and balances
rolled over from any prior plans in any of four investment options: Fund A (an
equity fund), Fund B (an intermediate-term fixed income fund), Fund C (a
short-term fixed income fund), and Fund D (PNC Bank Corp. common stock fund).
Employer matching contributions for participants whose age is 55 years or under
are made in PNC Bank Common Stock. Participants over age 55 can choose to have
their matching contribution made in PNC Bank. Common Stock or in cash to
invest in the other three funds.
Benefits to participants for withdrawals requested but yet to be paid were
$15,360,392 and $17,096,542 at December 31, 1997 and 1996, respectively.
The Plan has a loan feature that allows participants to borrow against their
balance in accordance with the loan policies established by the Administrative
Committee. Such borrowings are reflected in the Loan Fund. At December 31, 1997,
the Plan was committed to fund approximately $4.0 million in participant loans,
of which approximately $1.5 million represents existing loan refinances. Under
certain circumstances, the Plan permits withdrawals by participants.
Although it has not expressed an interest to do so, PNC Bank has the right under
the Plan to discontinue contributions at any time and to terminate the Plan
subject to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
10
PNC Bank Corp.
Incentive Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
The Plan includes a leveraged employee stock ownership plan (ESOP). In January
1990, the ESOP borrowed $140 million from PNC Bank and purchased approximately
7,350,000 shares of PNC Bank Common Stock through open market purchases. The
unallocated shares of PNC Bank Common Stock are pledged as security on the ESOP
note. The ESOP shares are used to match a portion of PNC Bank's matching
contributions to the Plan.
PNC Bank is obligated to make annual contributions sufficient to fund principal
and interest payments on the ESOP note net of investment income and realized
gains and losses in the unallocated ESOP fund. Shares of PNC Bank Common Stock
allocated to participants totaled 947,314 in 1997 and 640,782 in 1996.
The effective interest rate on the ESOP fixed rate note was 5.25% in 1997.
Principal payments are due on an annual basis and interest payments are due on a
semiannual basis. The following is a schedule of debt maturities:
1998 $23,900,000
1999 23,700,000
---------------------
$47,600,000
=====================
At December 31, 1997, the ESOP held 2,367,339 unallocated shares of PNC Bank
Common Stock with a market value of $134,790,364. These assets will be used to
match future participant contributions.
3. TRANSACTIONS WITH PARTIES-IN-INTEREST
The asset management group of PNC Bank, N.A., a wholly-owned indirect subsidiary
of PNC Bank, administers the Plan assets, maintains discretionary investment
power, administers the ESOP assets of the Plan, and is the safekeeping agent.
PNC Bank pays administrative costs incurred by the Plan. The Plan also holds
shares of registered investment companies (Compass Capital Funds, formerly PNC
Funds) which are administered by PNC Bank, N.A. or certain of its subsidiaries.
11
PNC Bank Corp.
Incentive Savings Plan
Notes to Financial Statements (continued)
4. INCOME TAX STATUS
The Internal Revenue Service ruled June 21, 1995 that the Plan qualifies under
Section 401(a) of the Internal Revenue Code (IRC) and, therefore, the related
trust is not subject to tax under present income tax law. Once qualified, the
Plan is required to operate in conformity with the IRC to maintain its
qualification. The Plan Administrator is not aware of any course of action or
series of events that have occurred that might adversely affect the Plan's
qualified status.
5. PLAN MERGERS AND DIVESTITURES
During 1997, assets of approximately $85 million and $1.9 million were merged
into the Plan from Midlantic Bank N.A. and BancOne plans, respectively, as a
result of acquisitions.
In 1996, defined contribution plans for Chemical Bank NJ, N.A. and Project
Management Systems were merged into the Plan, with assets of $14 million and
$0.2 million, respectively.
As of July 1, 1996, a new defined contribution plan, known as the PNC Retirement
Savings Plan, was developed for employees of PNC Mortgage Corp. of America, a
wholly-owned indirect subsidiary of PNC Bank, and its related affiliates. These
employees were previously eligible to participate in the Plan. Assets previously
invested through the Plan were transferred to the PNC Retirement Savings Plan
for all applicable employees who did not meet the grandfathering requirements
set forth by the Plan and those grandfathered employees who elected to
participate in the PNC Retirement Savings Plan. As participants are not
permitted to contribute to both plans, all contributions subsequent to June 30,
1996, are included in the PNC Retirement Savings Plan assets. Approximately $7.1
million in assets held for 2,246 participants were transferred from the Plan to
the PNC Retirement Savings Plan effective July 1, 1996.
6. SUBSEQUENT EVENTS
Effective January 31, 1998, Compass Capital Funds changed its name to BlackRock
Funds.
Effective February 12, 1998, certain Plan administrative costs, including the
expenses of the trustee, are generally paid by the Plan. Previously, these
expenses were paid by PNC Bank.
Effective July 1, 1998, the Plan's investment options will be expanded from 4 to
11 funds and will be valued on a daily basis.
12
PNC Bank Corp.
Incentive Savings Plan
Notes to Financial Statements (continued)
7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
DECEMBER 31
1997 1996
---------------------------------------------------
Net assets available for benefits per the financial
statements $1,044,954,603 $690,102,714
Amounts allocated to withdrawing participants (15,360,392) (17,096,542)
---------------------------------------------------
Net assets available for benefits per the Form 5500 $1,029,594,211 $673,006,172
===================================================
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
YEAR ENDED
DECEMBER 31, 1997
-------------------------
Benefits paid to participants per the financial statements $86,346,519
Add: Amounts allocated to withdrawing participants at December 31, 1997 15,360,392
Less: Amounts allocated to withdrawing participants at December 31, 1996 (17,096,542)
-------------------------
Benefits paid to participants per the Form 5500 $84,610,369
=========================
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31 but not yet paid as of that date.
13
PNC Bank Corp.
Incentive Savings Plan
Line 27a--Schedule of Assets Held for Investment Purposes
December 31, 1997
IDENTITY OF ISSUER, BORROWER, DESCRIPTION OF
OR SIMILAR ENTITY INVESTMENT COST FAIR VALUE
- -----------------------------------------------------------------------------------------------------------------
EQUITY--FUND A
Registered Investment Companies
- -------------------------------
*Compass Capital Funds--Small Cap
Growth Equity Portfolio
Fund 093 Institutional Class 397,307 shares $ 5,856,061 $ 8,132,880
*Compass Capital Funds--International
Equity Portfolio Fund 065
Institutional Class 3,188,055 shares 41,939,428 42,943,103
*Compass Capital Funds--Small Cap
Value Equity Portfolio Fund 046
Institutional Class 468,231 shares 6,992,882 8,526,487
*Compass Capital Funds--International
Emerging Markets
Portfolio Fund 015
Institutional Class 1,369,834 shares 11,944,863 10,561,421
*Compass Capital Funds--Large Cap Growth
Equity Portfolio Fund 029
Institutional Class 2,087,931 shares 27,521,033 33,845,359
*Compass Capital Funds--Value
Equity Portfolio Fund 095
Institutional Class 2,988,716 shares 42,522,807 49,612,685
14
Schedule of Assets Held for Investment Purposes (continued)
IDENTITY OF ISSUER, BORROWER, DESCRIPTION OF
OR SIMILAR ENTITY INVESTMENT COST FAIR VALUE
- -----------------------------------------------------------------------------------------------------------------
*Compass Capital Funds--Large Cap Value
Equity Portfolio Fund 089
Institutional Class 2,250,338 shares 30,217,789 35,082,767
*Compass Capital Funds--Mid Cap
Growth Equity Portfolio Fund 044
Institutional Class 1,161,476 shares 11,985,759 13,264,058
*Compass Capital Funds--Mid Cap Value
Equity Portfolio Fund 035
Institutional Class 1,039,828 shares 10,947,856 12,841,875
*Compass Capital Funds
Core Bond Portfolio Fund 7
Institutional Class 33 shares 320 320
Interest-Bearing Cash
- ---------------------
*Compass Capital Money Market
Institutional Class 5,096,345 shares 5,096,345 5,096,345
---------------------------------------------
Total Equity--Fund A 195,025,143 219,907,300
15
Schedule of Assets Held for Investment Purposes (continued)
IDENTITY OF ISSUER, BORROWER, DESCRIPTION OF
OR SIMILAR ENTITY INVESTMENT COST FAIR VALUE
- -----------------------------------------------------------------------------------------------------------------
INTERMEDIATE-TERM FIXED
INCOME--FUND B
Registered Investment Companies
- -------------------------------
*Compass Capital Funds--Intermediate
Term Bond Portfolio
Fund 090 Institutional Class 2,636,867 shares 24,460,920 24,944,759
*Compass Capital Funds--Managed
Income Portfolio Fund 013
Institutional Class 3,364,796 shares 34,023,127 35,195,764
*Compass Capital Funds
Core Bond Portfolio Fund 7
Institutional Class 443,397 shares 4,271,645 4,349,727
Interest-Bearing Cash
- ---------------------
*PNC Money Market
Institutional Class 1,550,429 shares 1,550,429 1,550,429
Other 75,095 75,095
- -----
---------------------------------------------
Total Intermediate-Term Fixed
Income--Fund B 64,381,216 66,115,774
16
Schedule of Assets Held for Investment Purposes (continued)
IDENTITY OF ISSUER, BORROWER, DESCRIPTION OF
OR SIMILAR ENTITY INVESTMENT COST FAIR VALUE
- -----------------------------------------------------------------------------------------------------------------
SHORT-TERM FIXED INCOME--FUND C
Interest-Bearing Cash
- ---------------------
*PNC Money Market
Institutional Class 78,921,669 shares 78,921,669 78,921,669
PNC BANK CORP. STOCK--FUND D
Common Stock
- ------------
*PNC Bank Corp. 6,103,818 shares 148,744,675 347,536,137
Preferred Stock
- ---------------
*PNC Bank Corp. 646 shares 6,714 61,333
Interest-Bearing Cash
- ---------------------
*PNC Money Market
Institutional Class 1,574,747 shares 1,574,747 1,574,747
---------------------------------------------
Total PNC Bank Corp. Stock--
Fund D 150,326,136 349,172,217
17
\
Schedule of Assets Held for Investment Purposes (continued)
IDENTITY OF ISSUER, BORROWER, DESCRIPTION OF
OR SIMILAR ENTITY INVESTMENT COST FAIR VALUE
- -------------------------------------------------------------------------------------------------------------------
ESOP ACCOUNT
Common Stock
- ------------
*PNC Bank Corp:
Allocated Account 3,771,721 shares 72,062,995 214,752,364
*Unallocated Account 2,367,339 shares 44,212,585 134,790,364
Interest-Bearing Cash
- ---------------------
*PNC Money Market
Institutional Class 409 shares 409 409
-----------------------------------------------
Total ESOP Account 116,275,989 349,543,137
LOAN FUND
Installment Loans
- -----------------
February 1990 through
December 1997; rates
ranging from 6.00% to
10.00%; maturing
January 1, 1998 through
January 17, 2002 - 24,324,009
18
Schedule of Assets Held for Investment Purposes (continued)
IDENTITY OF ISSUER, BORROWER, DESCRIPTION OF
OR SIMILAR ENTITY INVESTMENT COST FAIR VALUE
- -------------------------------------------------------------------------------------------------------------------
Mortgage Loans
- --------------
January 1989 through
December 1997; rates
ranging from 6.00%
to 11.50%; maturing
January 1, 1998
through January 19,
2012 - 4,701,604
---------------------- -----------------------
- 29,025,613
PNC Money Market
Institutional Class 446,628 shares 446,628 446,628
---------------------- -----------------------
Total Loan Fund 446,628 29,472,241
---------------------- -----------------------
Total PNC Bank Corp. Incentive Savings
Plan $605,376,781 $1,093,132,338
====================== =======================
* Party-in-interest
19
PNC Bank Corp.
Incentive Savings Plan
Line 27b--Schedule of Loans
December 31, 1997
AMOUNT RECEIVED DURING
1997 AMOUNT OVERDUE DESCRIPTION
---------------------- --------------------- --------------------
ORIGINAL UNPAID ORIGINAL
AMOUNT OF BALANCE AT INTEREST LOAN
IDENTITY AND ADDRESS OF OBLIGOR LOAN PRINCIPAL INTEREST PRINCIPAL INTEREST END OF YEAR RATE BALANCE
- ------------------------------------------------------------------------------------------------------------------------------------
Keith Callwood
P. O. Box 8856
Wilkinsburg, PA 15221 $ 3,200.00 $ - $ - $ 3,200.00 $ 284.88 $ 3,484.88 8.50% 9/30/97
Susan Shipley
721 Roselawn Avenue
Pittsburgh, PA 15228 16,100.00 2,623.86 165.10 3,069.20 67.70 3,136.90 6.00% 3/31/94
Lynn Griffin
6420 Trinity Street
Philadelphia, PA 19142 900.00 - - 483.46 19.09 502.55 7.25% 9/30/94
Charles Lanigan
525 South Braddock Avenue
Pittsburgh, PA 15221 2,000.00 106.67 18.70 1,893.33 153.97 2,047.30 8.50% 3/31/97
Quartence Cameron
6582 Cobbs Creek Parkway
Philadelphia, PA 19142 4,400.00 276.28 139.82 4,123.72 868.04 4,991.76 8.50% 6/30/97
Thomas Stevenson
1808 Westmont Avenue
Pittsburgh, PA 15210 11,600.00 - - 11,376.89 2,148.64 13,525.53 7.25% 9/30/94
20
Line 27b--Schedule of Loans (continued)
AMOUNT RECEIVED DURING
1997 AMOUNT OVERDUE DESCRIPTION
---------------------- --------------------- --------------------
ORIGINAL UNPAID ORIGINAL
AMOUNT OF BALANCE AT INTEREST LOAN
IDENTITY AND ADDRESS OF OBLIGOR LOAN PRINCIPAL INTEREST PRINCIPAL INTEREST END OF YEAR RATE BALANCE
- ------------------------------------------------------------------------------------------------------------------------------------
Joanne Raynak
20 Devitt Lane
Irwin, PA 15642 3,000.00 1,243.89 49.16 32.86 - 32.86 9.00% 9/30/95
Christine Purdy
1300 Rose Lane, Apt. B-3
Flourtown, PA 19031 4,000.00 - - 4,000.00 916.39 4,916.39 8.50% 6/30/97
Melissa Rossi
131 Moraine Drive
Lake Arthur States
Portersville, PA 16051 2,000.00 - - 2,000.00 458.19 2,458.19 8.50% 9/30/97
John Covington
2820 Deerfield Drive
Villa Hilla, KY 41017-4470 17,500.00 91.08 221.68 17,408.92 12,845.18 30,254.10 8.25% 3/31/97
Richard Delonanzo
2108 Spring Street
Philadelphia, PA 19103 22,100.00 - - 22,100.00 17,083.48 39,183.48 8.50% 9/30/97
Charlene Gentry
194 Spruce Court
Winchester, KY 40391 6,200.00 349.71 177.87 5,850.29 1,242.67 7,092.96 8.50% 6/30/97
Deborah Mitchell
1131 King Avenue
Pittsburgh, PA 15206 4,000.00 934.71 155.32 1,944.14 118.76 2,062.90 8.75% 12/31/95
21
Line 27b--Schedule of Loans (continued)
AMOUNT RECEIVED DURING
1997 AMOUNT OVERDUE DESCRIPTION
---------------------- --------------------- --------------------
ORIGINAL UNPAID ORIGINAL
AMOUNT OF BALANCE AT INTEREST LOAN
IDENTITY AND ADDRESS OF OBLIGOR LOAN PRINCIPAL INTEREST PRINCIPAL INTEREST END OF YEAR RATE BALANCE
- ------------------------------------------------------------------------------------------------------------------------------------
Rebecca Kaminsky
122 Candlelite Drive
McMurray, PA 15217 11,500.00 2,269.27 108.81 111.31 - 111.31 10.00% 11/30/90
Eugene Stridiron
2101 Chestnut Street, Apt. 1617
Philadelphia, PA 19103 7,000.00 1,711.04 248.94 2,730.35 129.82 2,860.17 9.00% 9/30/95
----------- --------- --------- ---------- ---------- -----------
$115,500.00 $9,606.51 $1,285.40 $80,324.47 $36,336.81 $116,661.28
=========== ========= ========= ========== ========== ===========
22
PNC Bank Corp.
Incentive Savings Plan
Line 27d--Schedule of Reportable Transactions
Year ended December 31, 1997
FAIR VALUE
COST OF ASSETS ON NET
PURCHASE SELLING OF TRANSACTION GAIN
DESCRIPTION OF ASSETS PRICE PRICE ASSETS DATE (LOSS)
- -------------------------------------------------------------------------------------------------------------------
Category (i)--Single Transaction
- --------------------------------
PNC Money Market Portfolio #1 Institutional Class
-------------------------------------------------
42,094,756 shares $ 42,094,756 $ - $ 42,094,756 $ 42,094,756 $ -
Category (iii)--Series of securities transactions
- -------------------------------------------------
PNC Money Market Portfolio #1 Institutional Class
-------------------------------------------------
211,218,812 shares $211,218,812 $ - $211,218,812 $211,218,812 $ -
185,838,541 shares $ - $185,838,541 $185,838,541 $185,838,541 $ -
PNC Fund #7 Institutional Class
-------------------------------
1,464,001 shares $ 52,739,484 $ - $ 52,739,484 $ 52,739,484 $ -
1,082,102 shares $ - $ 42,145,807 $ 24,177,988 $ 42,145,807 $17,967,819
There were no category (ii) or (iv) reportable transactions during 1997.
23
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, PNC Bank Corp. has duly caused this amendment to
be signed on its behalf by the undersigned, thereunto duly authorized.
PNC BANK CORP.
(Registrant)
By /s/ ROBERT L. HAUNSCHILD
---------------------------------
Robert L. Haunschild
Senior Vice President and
Chief Financial Officer
Date: June 24, 1998
24
EXHIBIT INDEX
Exhibit
No. Description Method of Filing +
- ------------------------------------------------------------------------------------------------------------------------------------
3.1 Articles of Incorporation of the Corporation, as amended. Incorporated herein by reference to
Exhibit 99.1 and 99.2 of the Current
Report on Form 8-K dated October 7,
1996.
3.2 By-Laws of the Corporation, as amended. Incorporated herein by reference to
Exhibit 99.2 of the Current Report on
Form 8-K dated January 15, 1998.
4.1 Instruments defining the rights of holders of long-term debt of the
Corporation and its subsidiaries are not filed as Exhibits because
the amount of debt under each instrument is less than 10 percent
of the consolidated assets of the Corporation. The Corporation
undertakes to file these instruments with the Commission on request.
4.2 Designation of Series: $1.80 Cumulative Convertible Preferred Stock -- Incorporated herein as part of Exhibit 3.1.
Series A.
4.3 Designation of Series: $1.80 Cumulative Convertible Preferred Stock -- Incorporated herein as part of Exhibit 3.1.
Series B.
4.4 Designation of Series: $1.60 Cumulative Convertible Preferred Stock -- Incorporated herein as part of Exhibit 3.1.
Series C.
4.5 Designation of Series: $1.80 Cumulative Convertible Preferred Stock -- Incorporated herein as part of Exhibit 3.1.
Series D.
4.6 Designation of Series: Fixed/Adjustable Rate Noncumulative Preferred Incorporated herein as part of Exhibit 3.1.
Stock - Series F.
10.1 Supplemental Executive Retirement Income and Disability Plan of the Incorporated herein by reference to Exhibit
Corporation. 10.2 of the Annual Report on Form 10-K
for the year ended December 31, 1990
("1990 Form 10-K"). *
10.2 Amendments to Supplemental Executive Retirement Income and Disability Incorporated herein by reference to Exhibit
Plan. 10.2 of the Annual Report on Form 10-K
for the year ended December 31, 1996
("1996 Form 10-K"). *
10.3 Supplemental Executive Life Insurance and Spouse's Benefit Plan of the Incorporated herein by reference to Exhibit
Corporation. 10.3 of the 1990 Form 10-K. *
10.4 November 21, 1996 Amendment to Supplemental Executive Life Insurance Incorporated herein by reference to Exhibit
and Spouse's Benefit Plan. 10.4 of the 1996 Form 10-K. *
10.5 1997 Long-Term Incentive Award Plan of the Corporation ("1997 Award Incorporated herein by reference to Exhibit
Plan"). 4.3 of the Corporation's Post-Effective
Amendment No. 1 to Registration Statement
on Form S-8 at File No. 33-54960. *
10.6 Form of Nonstatutory Stock Option Agreement under 1997 Award Plan. Filed as Exhibit 10.6 to the 1997 Form
10-K. *
10.7 Form of Incentive Share Agreement under 1992 Award Plan (June 1995), as Incorporated herein by reference to Exhibit
amended November 21, 1996. 10.7 of the 1996 Form 10-K. *
10.8 Form of Addendum to Nonstatutory Stock Option Agreement relating to Filed as Exhibit 10.8 to the 1997 Form
Reload Nonstatutory Stock Options. 10-K.*
10.9 Form of Reload Nonstatutory Stock Option Agreement. Filed as Exhibit 10.9 to the 1997 Form
10-K.*
10.10 Form of Incentive Share Agreement - Share Price, RSR and ROCE Filed as Exhibit 10.10 to the 1997 Form
Performance Goals. 10-K.*
25
10.11 PNC Bank Corp. 1994 Annual Incentive Award Plan. Incorporated by reference to Exhibit 10.6
of the Annual Report on Form 10-K for the
year ended December 31, 1994 ("1994 Form
10-K").*
10.12 PNC Bank Corp. 1996 Executive Incentive Award Plan. Incorporated by reference to Exhibit 10.2
of the Quarterly Report on Form 10-Q for
the quarter ended September 30, 1996
("3Q 1996 Form 10-Q").*
10.13 PNC Bank Corp. and Affiliates Deferred Compensation Plan. Incorporated by reference to Exhibit 4.2
to the Corporation's Registration
Statement on Form S-8 at File No.
333-18069.*
10.14 PNC Bank Corp. Supplemental Incentive Savings Plan as amended. Incorporated by reference to Exhibit 4.1
to the Corporation's Registration
Statement on Form S-8 at File No.
333-18069.*
10.15 PNC Bank Corp. Supplemental Pension Plan, as amended. Incorporated herein by reference to Exhibit
10.12 of the 1996 Form 10-K.*
10.16 1992 Director Share Incentive Plan. Incorporated herein by reference to
Exhibit 10.6 of the Annual Report on Form
10-K for the year ended December 31,
1992.*
10.17 PNC Bank Corp. Directors Retirement Plan. Incorporated by reference to Exhibit 10.7
of the 1994 Form 10-K.*
10.18 PNC Bank Corp. Directors Deferred Compensation Plan. Incorporated by reference to Exhibit 10.1
of the 3Q 1996 Form 10-Q.*
10.19 Form of Change in Control Severance Agreement. Incorporated herein by reference to
Exhibit 10.17 of the 1996 Form 10-K.*
10.20 Amended and Restated Trust Agreement between the Corporation, Incorporated herein by reference to
as Settlor, and NationsBank, N.A., as Trustee (who has been Exhibit 10.18 of the 1996 Form 10-K.*
replaced by Hershey Trust Company, as successor Trustee).
12.1 Computation of Ratio of Earnings to Fixed Charges. Filed as Exhibit 12.1 to the 1997 Form
10-K.
12.2 Computation of Ratio of Earnings to Combined Fixed Charges and Filed as Exhibit 12.2 to the 1997 Form
Preferred Dividends. 10-K.
13 Excerpts from the Annual Report to Shareholders for the year Filed as Exhibit 13 to the 1997 Form 10-K.
ended December 31, 1997. Such Annual Report, except for those
portions thereof that are expressly incorporated by reference
herein, is furnished for information of the SEC only and is not
deemed to be "filed" as part of this Form 10-K.
21 Schedule of Certain Subsidiaries of the Corporation. Filed as Exhibit 21 to the 1997 Form 10-K.
23.1 Consent of Ernst & Young LLP, independent auditors for the Filed as Exhibit 23 to the 1997 Form 10-K.
Corporation.
23.2 Consent of Ernst & Young LLP, independent auditors for the Filed herewith.
PNC Plan.
24 Power of Attorney of directors and officers of the Corporation. Filed as Exhibit 24 to the 1997 Form 10-K.
27.1 Financial Data Schedule. Filed as Exhibit 27.1 to the 1997 Form
10-K.
27.2 Restated Financial Data Schedule. Filed as Exhibit 27.2 to the 1997 Form
10-K.
27.3 Restated Financial Data Schedule. Filed as Exhibit 27.3 to the 1997 Form
10-K.
- -------------------------------------------------
+ Except where otherwise expressly noted, incorporated document references are
to Commission File No. 1-9718.
* Denotes management contract or compensatory plan.
26