SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 PNC BANK CORP. (Name of Issuer) Common Stock, $5.00 par value (Title of Class of Securities) 693475105 (CUSIP Number) Joseph H. Kott Executive Vice President and General Counsel Midlantic Corporation 499 Thornall Street, Metro Park Plaza P.O. Box 600 Edison, New Jersey 08818 (908) 321-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: William S. Rubenstein, Esq. Skadden, Arps, Slate, Meagher & Flom 919 Third Avenue New York, New York 10022 (212) 735-3000 July 10, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ] Check the following box if a fee is being paid with this statement: [ X ] CUSIP No. 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. Midlantic Corporation I.R.S. Identification No. 22-2699903 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)____ (b)____ 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) _____ 6. CITIZENSHIP OR PLACE OF ORGANIZATION State of New Jersey NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 45,500,000* 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 45,500,000* 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 45,500,000* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (X) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.6 % 14. TYPE OF REPORTING PERSON CO _________________ * Beneficial ownership of 45,500,000 shares of PNC Bank Corp.'s Common Stock reported hereunder is being reported solely as a result of the option granted pursuant to the PNC Stock Option Agreement described in Item 4 hereof. However, Midlantic Corporation expressly disclaims any beneficial ownership of the 45,500,000 shares of PNC Common Stock which are obtainable by Midlantic upon exercise of the option, because the option is exercisable only in the circumstances set forth in Item 4, none of which has occurred as of the date hereof. Item 1. Security and Issuer. This statement relates to the common stock, par value $5.00 per share (the "PNC Common Stock"), of PNC Bank Corp., a Pennsylvania corporation (the "Company"). The principal executive offices of the Company are located at One PNC Plaza, Pittsburgh, Pennsylvania 15265. Item 2. Identity and Background. (a)-(c) and (f) This statement is being filed by Midlantic Corporation, a New Jersey corporation ("Midlantic"). The principal executive offices of Midlantic are located at 499 Thornall Street, Metro Park Plaza, Edison, New Jersey 08818. The principal business of Midlantic is to provide, through its bank subsidiary, comprehensive corporate, commercial and individual banking services, as well as personal and corporate trust services. Information as to each of the executive officers and directors of Midlantic is set forth on Schedule I hereto. Each of such persons is a citizen of the United States. (d) During the last five years, neither Midlantic nor, to the best of Midlantic's knowledge, any of the individuals named in Schedule I hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither Midlantic nor, to the best of Midlantic's knowledge, any of the individuals named in Schedule I hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. As more fully described in Item 4 below, pursuant to the terms of the PNC Stock Option Agreement (as defined below), Midlantic will have the right, upon the occurrence of specified events, to purchase up to 45,500,000 shares of PNC Common Stock from the Company at $35.00 per share. Should Midlantic purchase PNC Common Stock pursuant to the PNC Stock Option Agreement, Midlantic intends to finance such purchase from the following sources: cash on hand and dividends from Midlantic subsidiaries. With respect to other transactions being reported pursuant to this Schedule 13D, this item is regarded as not applicable. Item 4. Purpose of Transaction. On July 10, 1995, Midlantic, the Company and PNC Bancorp, Inc. ("PNC Sub"), entered into an Agreement and Plan of Reorganization (the "Reorganization Agreement") and an Agreement and Plan of Merger (the "Merger Agreement") providing, among other things, for the merger (the "Merger") of Midlantic with and into PNC Sub, with Merger Sub surviving the Merger. Pursuant to the Merger Agreement, each share of the common stock, par value $3.00 per share (the "Midlantic Common Stock"), of Midlantic outstanding on the date of the Merger (excluding shares of Midlantic Common Stock held by Midlantic as treasury stock or shares held by the Company or any of its subsidiaries, but including shares of Midlantic Common Stock (i) held directly or indirectly by the Company or Midlantic or any of their respective subsidiaries in a fiduciary capacity that are beneficially owned by third parties and (ii) held by the Company or Midlantic or any of their respective subsidiaries in respect of a debt previously contracted) will be converted into 2.05 shares of PNC Common Stock. No fractional shares of PNC Common Stock will be issued in the Merger, and Midlantic's stockholders who otherwise would be entitled to receive a fractional share of PNC Common Stock will receive a cash payment in lieu thereof. Consummation of the Merger is subject to certain standard conditions, including, but not limited to, approval of the Merger Agreement by the holders of a majority of the shares of the Midlantic Common Stock cast at a meeting of such holders, approval of the issuance of shares of the PNC Common Stock in the Merger by the holders of a majority of the votes cast at a meeting of the holders of PNC Common Stock and the receipt of all required regulatory approvals without the imposition of a condition or requirement which in the reasonable opinion of the Board of Directors of the Company or Midlantic so materially and adversely affects the anticipated economic and business benefits to the Company or Midlantic, respectively, of the transactions contemplated by the Reorganization Agreement as to render consummation of such transactions inadvisable. Following the Merger, the Company will increase the number of directors serving on its Board of Directors by four and will elect Garry J. Scheuring, the Chairman, President and Chief Executive Officer of Midlantic and three directors of Midlantic, selected by Midlantic and subject to approval by the Company, to serve on the Board of Directors of the Company. The Merger Agreement and the Reorganization Agreement are attached hereto as Exhibit 1 and Exhibit 2, respectively, and are incorporated herein by reference in its entirety. The foregoing summaries of the Merger Agreement and the Reorganization Agreement do not purport to be complete and are qualified in its entirety by reference to such exhibits. As a condition to the execution and delivery of the Merger Agreement and the Reorganization Agreement, on July 10, 1995, Midlantic and the Company entered into a Stock Option Agreement (the "PNC Stock Option Agreement"), a copy of which is attached hereto as Exhibit 3 and is incorporated herein by reference. Pursuant to the PNC Stock Option Agreement, the Company granted Midlantic an option (the "Option") to purchase up to 45,500,000 authorized but unissued shares of PNC Common Stock for $35.00 per share. The Option will become exercisable in whole or in part at any time prior to its expiration if (i) the Company or any of its subsidiaries, without the prior written consent of Midlantic and except as permitted by the Reorganization Agreement, enters into an agreement with any person (other than Midlantic or any of its subsidiaries) to effect (a) a merger, consolidation or similar transaction involving the Company or any subsidiary of the Company, (b) the purchase, lease or other acquisition of all or substantially all of the assets of the Company or any subsidiary of the Company or (c) a purchase or other acquisition (including by way of merger, consolidation, share exchange or otherwise) of securities representing 20% or more of the voting power of the Company or any subsidiary of the Company (other than mergers, consolidations, purchases or similar transactions involving only the Company and its subsidiaries), (ii) any person (other than the Company, Midlantic or any of their respective subsidiaries and affiliates) acquires beneficial ownership of 20% or more of the then outstanding shares of PNC Common Stock, (iii) any person (other than the Company, Midlantic or any of their respective subsidiaries and affiliates) (x) shall have made a bona fide proposal to the Company by public announcement or written communication that is or becomes the subject of public disclosure to acquire the Company or any of its subsidiaries by merger, consolidation, purchase of all or substantially all of its assets or any other similar transaction, (y) shall have commenced a bona fide tender or exchange offer to purchase shares of the PNC Common Stock such that upon consummation of such offer such person would own or control 20% or more of the outstanding shares of the PNC Common Stock or (z) shall have filed an application or notice with the Federal Reserve Board or any other federal or state regulatory agency for clearance or approval to engage in any transaction described in clause (i) or (ii) above, and thereafter the holders of the PNC Common Stock shall have not approved the Merger Agreement, the Reorganization Agreement and the transactions contemplated thereby at the meeting of such stockholders held for such purpose or such meeting shall not have been held or shall have been cancelled prior to termination of the Merger Agreement and the Reorganization Agreement. Except as set forth in this Item 4, the Merger Agreement, the Reorganization Agreement or the PNC Stock Option Agreement, neither Midlantic nor, to the best of Midlantic's knowledge, any of the individuals named in Schedule I hereto, has any plans or proposals which relate to or which would result in any of the actions specified in Clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a)-(b) By reason of its execution of the PNC Stock Option Agreement, pursuant to Rule 13d-3(d)(1)(i) promulgated under the Exchange Act, Midlantic may be deemed to have sole voting and dispositive power with respect to the PNC Common Stock subject to the Option and, accordingly, may be deemed to beneficially own 45,500,000 shares of PNC Common Stock, or approximately 16.6% of the PNC Common Stock outstanding on June 30, 1995 assuming exercise of the Option. However, Midlantic expressly disclaims any beneficial ownership of the 45,500,000 shares of PNC Common Stock which are obtainable by Midlantic upon exercise of the Option, because the Option is exercisable only in the circumstances set forth in Item 4, none of which has occurred as of the date hereof. As of the date hereof, Arthur J. Kania, a director of Midlantic, Donald W. Ebbert, Jr., an executive officer of Midlantic, and James E. Kelly, an executive officer of Midlantic, own 50,000, 4,288 and 100 shares of PNC Common Stock, respectively; each representing less than 1% of the PNC Common Stock outstanding on June 30, 1995. Except as set forth above, neither Midlantic nor, to the best of Midlantic's knowledge, any of the individuals named in Schedule I hereto, owns any PNC Common Stock. (c) Mr. Kelly sold 200 shares of PNC Common Stock on May 24, 1995 in an open-market transaction at a price of $26.125 per share. Except as set forth above, neither Midlantic nor, to the best of Midlantic's knowledge, any of the individuals named in Schedule I hereto, has effected any transaction in the PNC Common Stock during the past 60 days. (d) So long as Midlantic has not purchased the PNC Common Stock subject to the Option, Midlantic does not have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the PNC Common Stock. Each of Mr. Kania, Mr. Ebbert and Mr. Kelly has the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of the 50,000, 4,288 and 1000 shares of PNC Common Stock, respectively, that he owns. (e) Inapplicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reorganization Agreement contains certain customary restrictions on the conduct of the business of the Company pending the Merger, including certain customary restrictions relating to the PNC Common Stock. Except as provided in the Merger Agreement, the Reorganization Agreement or the PNC Stock Option Agreement or as set forth herein, neither Midlantic nor, to the best of Midlantic's knowledge, any of the individuals named in Schedule I hereto, has any contracts, arrangements, understandings or relationships (legal or otherwise), with any person with respect to any securities of the Company, including, but not limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. Item 7. Material to be filed as Exhibits. Exhibit 1-- Agreement and Plan of Merger, dated as of July 10, 1995 by and among Midlantic Corporation, PNC Bank Corp. and PNC Bancorp Inc. Exhibit 2-- Agreement and Plan of Reorganization, dated as of July 10, 1995 by and among Midlantic Corporation, PNC Bank Corp. and PNC Bancorp Inc. Exhibit 3-- PNC Stock Option Agreement, dated as of July 10, 1995 by and among Midlantic Corporation and PNC Bank Corp. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: July 20, 1995 MIDLANTIC CORPORATION By /s/ Joseph H. Kott _________________________ Joseph H. Kott Executive Vice President and General Counsel SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF MIDLANTIC CORPORATION The name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of Midlantic Corporation ("Midlantic") is set forth below. If no business address is given, the director's or officer's address is Midlantic Corporation, 499 Thornall Street, Metro Park Plaza, Edison, New Jersey 08818. Unless otherwise indicated, each occupation set forth opposite an executive officer's name refers to employment with Midlantic. Present Principal Occupation Name or Employment and Address Howard I. Atkins Executive Vice President & Chief Financial Officer Eugene R. Croisant Director Consultant Winnetka, Illinois Donald W. Ebbert, Jr. Senior Vice President & Treasurer Charles E. Ehinger Director Retired David F. Girard-diCarlo Director Managing Partner Blank, Rome, Comisky & McCauley Philadelphia, Pennsylvania Mary Ellen Gray Executive Vice President Jeffrey S. Griffie Executive Vice President Frederick C. Haab Director President F.C. Haab Co., Inc. Philadelphia, Pennsylvania Kevork S. Hovnanian Director Chairman and Chief Executive Officer Hovnanian Enterprises, Inc. Red Bank, New Jersey Arthur J. Kania Director Principal Tri-Kan Associates Bala Cynwyd, Pennsylvania James E. Kelly Controller Joseph H. Kott Executive Vice President & General Counsel Aubrey C. Lewis Director Consultant Montclair, New Jersey Bruce C. Lindsay Director Chairman and Managing Director Brind-Lindsay & Co., Inc. Philadelphia, Pennsylvania R. Ray Lockhart Senior Vice President & General Auditor James J. Lynch Executive Vice President 1500 Market Street Philadelphia, Pennsylvania David F. McBride Director Chief Executive Officer McBride Enterprises, Inc. Franklin Lakes, New Jersey Desmond P. McDonald Director Retired Eugene J. McNamara Senior Vice President Barbara Z. Parker Executive Vice President Roy T. Peraino Director Retired Ernest L. Ransome III Director Chairman Giles and Ransome, Inc. Bensalem, Pennsylvania B. P. Russell Director Consultant Morristown, New Jersey Garry J. Scheuring Director Chairman, President and Chief Executive Officer Midlantic Corporation Midlantic Bank, N.A. Edison, New Jersey Alfred J. Schiavetti, Jr. Executive Vice President & Chief Credit Officer Alan M. Silberstein Executive Vice President & Director of Retail Banking Marcy Syms President Syms Corp. Secaucus, New Jersey Frank T. Van Grofski Executive Vice President INDEX TO EXHIBITS Exhibit Number Exhibit Page 1 Agreement and Plan of Merger, dated as of July 10, 1995 by and among Midlantic Corporation, PNC Bank Corp. and PNC Bancorporation. 2 Agreement and Plan of Reorganization, dated as of July 10, 1995 by and among Midlantic Corporation, PNC Bank Corp. and PNC Bancorp Inc. 3 PNC Stock Option Agreement, dated as of July 10, 1995 by and among Midlantic Corporation and PNC Bank Corp.