8-K: Current report filing

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


AUGUST 27, 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 August 27, 1999, PNC Funding Corp ("Funding") and PNC Bank Corp. (the
"Corporation") entered into an Underwriting Agreement with Salomon Smith Barney
Inc., as representative of the several underwriters, relating to the public
offering of $300,000,000 aggregate principal amount (the "2002 Principal
Amount") of 6.95% Notes Due 2002 of Funding (the "2002 Notes"), at a purchase
price of 99.968% of the 2002 Principal Amount, plus accrued interest, if any,
from September 1, 1999, and $300,000,000 aggregate principal amount (the "2004
Principal Amount") of 7.00% Notes Due 2004 of Funding (the "2004 Notes", and
together with the 2002 Notes, the "Notes"), at a purchase price of 99.569% of
the 2004 Principal Amount, plus accrued interest, if any, from September 1,
1999. The Notes are guaranteed as to payment of principal and interest by the
Corporation (the "Guarantees"). The closing is expected to occur on September 1,
1999.

The Underwriting Agreement is attached to this Current Report on Form 8-K as
Exhibit 1. The Notes are being issued pursuant to a Registration Statement on
Form S-3 (No. 333-34709), filed with the Securities and Exchange Commission on
August 29, 1997 (the "SEC") and declared effective on September 9, 1997. A
Prospectus Supplement dated August 27, 1999, relating to the Notes was filed
with the SEC pursuant to Rule 424(b)(5) and Rule 424(c) under the Securities Act
of 1933, as amended, on August 31, 1999.

The form of 2002 Notes and 2004 Notes and the related form of Guarantees are
attached hereto as Exhibits 4.1 and 4.2.

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.









2


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: August 31, 1999 By: /s/ ROBERT L. HAUNSCHILD
--------------------------
Robert L. Haunschild
Senior Vice President and
Chief Financial Officer






EXHIBIT INDEX

1 Underwriting Agreement dated as of August 27, 1999, among PNC Funding
Corp, PNC Bank Corp., and the underwriters named therein, filed
herewith. (See Item 5).

4.1 Form of 2002 Note and related Guarantee. (See Item 5).

4.2 Form of 2004 Note and related Guarantee. (See Item 5).









3