UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 JULY 20, 1999 ------------------------------------------------ DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) PNC BANK CORP. ------------------------------------------------------ (Exact name of registrant as specified in its charter) COMMISSION FILE NUMBER 1-9718 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) ITEM 5. OTHER EVENTS On July 20, 1999, the Corporation announced an agreement to acquire First Data Investor Services Group, Inc. (ISG), the mutual fund servicing subsidiary of First Data Corp. for $1.1 billion in cash. The transaction is expected to close in the fourth quarter of 1999, pending regulatory approvals and satisfaction of customary closing conditions. A copy of the press release issued by the Corporation is attached hereto as Exhibit 99.1 and incorporated herein by reference. Certain information made available by the Corporation with respect to the acquisition of ISG is attached hereto as Exhibit 99.2 and incorporated herein by reference. The information in Exhibits 99.1 and 99.2 contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act, which are based upon numerous assumptions and estimates relating to future operations and are subject to the risks and uncertainties described therein, among others. Many of these matters are difficult to predict and may change over time. Forward-looking statements contained within Exhibits 99.1 and 99.2 are not guarantees of future performance. Actual results may differ materially from the Corporation's current expectations. The Corporation assumes no obligation to correct or update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking statements or if the Corporation later becomes aware that they are not likely to be achieved. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits The exhibits listed on the Exhibit Index on page 3 of this Form 8-K are filed herewith. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PNC BANK CORP. (Registrant) Date: July 21, 1999 By: /s/ Robert L. Haunschild --------------------------------- Robert L. Haunschild Senior Vice President and Chief Financial Officer EXHIBIT INDEX 99.1 Press release issued by the Corporation on July 20, 1999, with respect to the announcement of an agreement to acquire ISG, filed herewith. 99.2 Certain information made available by the Corporation with respect to the acquisition of ISG, filed herewith.