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 December 23, 1998 ------------------------------------------------ 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 Developments Regarding Credit Card Business On December 23, 1998, PNC Bank Corp. ("Corporation") announced a definitive agreement to sell its credit card business, including PNC National Bank, Wilmington, Delaware, to MBNA Corporation. The Corporation will receive a 15 percent premium on outstanding credit card receivables of approximately $2.9 billion. The transaction is expected to close in the first quarter of 1999, subject to regulatory approvals, and is expected to result in the recognition of a substantial gain. A copy of the press release issued by the Corporation is attached hereto as Exhibit 99 and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits The exhibit listed on the Exhibit Index on page 3 of this Form 8-K is 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: January 5, 1999 By: /s/ Robert L. Haunschild -------------------------- Robert L. Haunschild Senior Vice President and Chief Financial Officer 2 EXHIBIT INDEX 99 Press release issued by the Corporation on December 23, 1998 with respect to the announcement of the definitive agreement for MBNA Corporation to acquire the credit card business of the Corporation, filed herewith. 3