-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AtNQ9IBpvGMk23twKLTtKtljzhpl0ZcWM+ZHJV2jKM68EyGzf//6IVV48e3KIuJ8 VMBzN7jGQu+1pqO7TApMIQ== 0000950128-98-001183.txt : 19981222 0000950128-98-001183.hdr.sgml : 19981222 ACCESSION NUMBER: 0000950128-98-001183 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981221 FILED AS OF DATE: 19981221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PNC BANK CORP CENTRAL INDEX KEY: 0000713676 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 251435979 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-09718 FILM NUMBER: 98772622 BUSINESS ADDRESS: STREET 1: ONE PNC PLAZA STREET 2: 249 FIFTH AVE CITY: PITTSBURGH STATE: PA ZIP: 15265 BUSINESS PHONE: 4127621553 MAIL ADDRESS: STREET 1: ONE PNC PLAZA STREET 2: FIFTH AVENUE & WOOD STREET CITY: PITTSBURGH STATE: PA ZIP: 15265 FORMER COMPANY: FORMER CONFORMED NAME: PNC BANK CORP /PA/ DATE OF NAME CHANGE: 19930428 FORMER COMPANY: FORMER CONFORMED NAME: PNC FINANCIAL CORP DATE OF NAME CHANGE: 19920703 10-K/A 1 PNC BANK CORP. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (AMENDMENT NO. 2) (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 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) 2 By filing this amendment ("Amendment No. 2"), the undersigned registrant hereby further amends its Annual Report on Form 10-K for the year ended December 31, 1997, ("1997 Form 10-K"), as amended by Form 10-K/A (Amendment No. 1) ("Amendment No. 1") 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 Retirement Savings Plan ("Retirement Plan"). Effective November 30, 1997, PNC Mortgage Bank, N.A., one of the Retirement Plan's participating subsidiaries, merged with and into PNC Bank, National Association. Employees of PNC Bank, National Association do not participate in the Retirement 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 at the page indicated, 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 Quarterly Selected Financial Data 76
As permitted by Rule 15d-21 of the Exchange Act, the following financial statements of the PNC Bank Corp. Incentive Savings Plan, as amended and report of independent auditors thereon are filed with Amendment No. 1 at the page indicated and are incorporated herein by reference.
PAGE OF FINANCIAL STATEMENTS AMENDMENT NO. 1 ----------------------------------------------------------------------------------------------------------------- Report of Independent Auditors 4 Statements of Net Assets Available for Benefits with Fund Information 5 Statements of Changes in Net Assets Available for Benefits with Fund Information 7 Notes to Financial Statements 9 Schedule of Assets Held for Investment Purposes 14 Schedule of Loans 20 Schedule of Reportable Transactions 23
2 3 As permitted by Rule 15d-21 of the Exchange Act, the following financial statements of the Retirement Plan and reports of independent auditors thereon are filed with Amendment No. 2 at the page indicated.
PAGE OF FINANCIAL STATEMENTS AMENDMENT NO. 2 ----------------------------------------------------------------------------------------------------------------- Report of Independent Auditors 5 Statements of Net Assets Available for Benefits with Fund Information 6 Statements of Changes in Net Assets Available for Benefits with Fund Information 10 Notes to Financial Statements 12 Schedule of Assets Held for Investment Purposes 16 Schedule of (Overdue) Loans or Fixed Income Obligations 19 Schedule of Reportable Transactions 21
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 23 and 24 of this Amendment No. 2 are filed herewith or are incorporated herein by reference. 3 4 PNC Retirement Savings Plan Audited Financial Statements Years ended June 30, 1998 and 1997 CONTENTS Report of Independent Auditors ....................................................5 Audited Financial Statements Statements of Net Assets Available for Benefits with Fund Information..............6 Statements of Changes in Net Assets Available for Benefits with Fund Information..10 Notes to Financial Statements ....................................................12 Schedules Line 27a-Schedule of Assets Held for Investment Purposes .........................16 Line 27b-Schedule of (Overdue) Loans or Fixed Income Obligations .................19 Line 27d-Schedule of Reportable Transactions .....................................21
4 5 Report of Independent Auditors Administrative Committee PNC Bank Corp. Retirement Savings Plan We have audited the accompanying statements of net assets available for benefits of the PNC Retirement Savings Plan as of June 30, 1998 and 1997, 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 June 30, 1998 and 1997, 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 performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes, (overdue) loans or fixed income obligations and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statement of net assets available for benefits and the statement 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 the audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. December 2, 1998 /s/ Ernst & Young LLP 5 6 PNC Retirement Savings Plan Statement of Net Assets Available for Benefits with Fund Information June 30, 1998
PNC BANK INTERMEDIATE- SHORT-TERM CORP. TERM FIXED FIXED COMMON EQUITY-- INCOME-- INCOME-- STOCK-- FUND A FUND B FUND C FUND D LOAN FUND TOTAL ---------------------------------------------------------------------------------- Investments at fair value: PNC Bank Corp. common stock $ -- $ -- $ -- $10,346,788 $ -- $10,346,788 Short-term investment funds -- -- 1,290,446 188,870 9,541 1,488,857 Registered Investment Companies-- PNC Funds: Small Cap Growth Equity Portfolio 253,609 -- -- -- -- 253,609 International Equity Portfolio 1,245,815 -- -- -- -- 1,245,815 International Emerging Markets Portfolio 306,023 -- -- -- -- 306,023 Small Cap Value Equity Portfolio 251,663 -- -- -- -- 251,663 Large Cap Growth Equity Portfolio 1,001,269 -- -- -- -- 1,001,269 Large Cap Value Equity Portfolio 994,620 -- -- -- -- 994,620 Mid Cap Growth Equity Portfolio 374,922 -- -- -- -- 374,922 Mid Cap Value Equity Portfolio 379,135 -- -- -- -- 379,135
6 7 Statement of Net Assets Available for Benefits with Fund Information (continued)
PNC BANK INTERMEDIATE- SHORT-TERM CORP. TERM FIXED FIXED COMMON EQUITY-- INCOME-- INCOME-- STOCK-- FUND A FUND B FUND C FUND D LOAN FUND TOTAL ------------------------------------------------------------------------------------ Intermediate Bond Portfolio -- 741,515 -- -- -- 741,515 Managed Income Portfolio -- 1,179,947 -- -- -- 1,179,947 Core Bond Portfolio -- 49,328 -- -- -- 49,328 Select Equity Portfolio 1,434,861 -- -- -- -- 1,434,861 Participants' loans -- -- -- -- 877,177 877,177 ------------------------------------------------------------------------------------ Total investments 6,241,917 1,970,790 1,290,446 10,535,658 886,718 20,925,529 Receivables: Accrued income 819 147 5,513 1,442 40 7,961 Employer matching contribution 290,845 107,764 234,041 3,723,540 -- 4,356,190 Other (21,532) (4,088) 57,216 9,717 -- 41,313 ------------------------------------------------------------------------------------ Total assets 6,512,049 2,074,613 1,587,216 14,270,357 886,758 25,330,993 Payable: Refund of excess participants' contributions -- -- -- -- -- -- ------------------------------------------------------------------------------------ Net assets available for benefits $6,512,049 $2,074,613 $1,587,216 $14,270,357 $886,758 $25,330,993 =====================================================================================
See accompanying notes. 7 8 PNC Retirement Savings Plan Statement of Net Assets Available for Benefits with Fund Information June 30, 1997
PNC BANK INTERMEDIATE- SHORT-TERM CORP. TERM FIXED FIXED COMMON EQUITY-- INCOME-- INCOME-- STOCK-- FUND A FUND B FUND C FUND D LOAN FUND TOTAL ----------------------------------------------------------------------------------- Investments at fair value: PNC Bank Corp. common stock $ -- $ -- $ -- $5,154,713 $ -- $5,154,713 Short-term investment funds 158,416 43,403 888,086 182,922 31,955 1,304,782 Registered Investment Companies-- PNC Funds: Small Cap Growth Equity Portfolio 167,113 -- -- -- -- 167,113 International Equity Portfolio 796,241 -- -- -- -- 796,241 International Emerging Markets Portfolio 202,529 -- -- -- -- 202,529 Small Cap Value Equity Portfolio 162,320 -- -- -- -- 162,320 Large Cap Growth Equity Portfolio 669,449 -- -- -- -- 669,449 Large Cap Value Equity Portfolio 664,719 -- -- -- -- 664,719 Mid Cap Growth Equity Portfolio 201,454 -- -- -- -- 201,454 Mid Cap Value Equity Portfolio 198,581 -- -- -- -- 198,581
8 9 Statement of Net Assets Available for Benefits with Fund Information (continued)
PNC BANK INTERMEDIATE- SHORT-TERM CORP. TERM FIXED FIXED COMMON EQUITY-- INCOME-- INCOME-- STOCK-- FUND A FUND B FUND C FUND D LOAN FUND TOTAL ---------------------------------------------------------------------------------- Intermediate Bond Portfolio -- 507,884 -- -- -- 507,884 Managed Income Portfolio -- 800,598 -- -- -- 800,598 Core Bond Portfolio 237,098 -- -- -- -- 237,098 Select Equity Portfolio 589,105 -- -- -- -- 589,105 Participants' loans -- -- -- -- 526,108 526,108 ---------------------------------------------------------------------------------- Total investments 4,047,025 1,351,885 888,086 5,337,635 558,063 12,182,694 Receivables: Accrued income 415 132 3,807 2,366 125 6,845 Employer matching contribution 268,985 111,754 217,043 2,137,495 -- 2,735,277 Other 57,143 59,583 18,138 95,548 -- 230,412 ---------------------------------------------------------------------------------- Total assets 4,373,568 1,523,354 1,127,074 7,573,044 558,188 15,155,228 Payable: Refund of excess participants' contributions 216,568 48,626 24,877 78,467 -- 368,538 ---------------------------------------------------------------------------------- Net assets available for benefits $4,157,000 $1,474,728 $1,102,197 $7,494,577 $558,188 $14,786,690 ==================================================================================
See accompanying notes. 9 10 PNC Retirement Savings Plan Statement of Changes in Net Assets Available for Benefits with Fund Information Year ended June 30, 1998
PNC BANK INTERMEDIATE- SHORT-TERM CORP. TERM FIXED FIXED COMMON EQUITY-- INCOME-- INCOME-- STOCK-- FUND A FUND B FUND C FUND D LOAN FUND TOTAL ---------------------------------------------------------------------------------- Net assets available for benefits at July 1, 1997 $4,157,000 $1,474,728 $1,102,197 $7,494,577 $558,188 $14,786,690 Additions: Interest and dividends 375,975 115,241 77,194 282,886 50,393 901,689 Contributions: Employer 290,845 107,764 234,041 3,723,540 -- 4,356,190 Employee 1,733,225 587,857 413,113 926,065 -- 3,660,260 Rollover 193,762 100,867 48,454 190,080 -- 533,163 Net transfers (144,014) (106,055) (113,532) (23,422) 387,023 -- Net realized and unrealized appreciation 444,612 37,529 - 2,528,189 -- 3,010,330 Other, net (13,030) (20,434) (4,798) 10,608 -- (27,654) ---------------------------------------------------------------------------------- Total additions 2,881,375 822,769 654,472 7,637,946 437,416 12,433,978 Deductions: Payments to participants or beneficiaries (526,326) (222,884) (169,453) (862,166) (108,846) (1,889,675) ---------------------------------------------------------------------------------- Net assets available for benefits at June 30, 1998 $6,512,049 $2,074,613 $1,587,216 $14,270,357 $886,758 $25,330,993 ==================================================================================
See accompanying notes. 10 11 PNC Retirement Savings Plan Statement of Changes in Net Assets Available for Benefits with Fund Information Year ended June 30, 1997
PNC BANK INTERMEDIATE- SHORT-TERM CORP. TERM FIXED FIXED COMMON EQUITY-- INCOME-- INCOME-- STOCK-- FUND A FUND B FUND C FUND D LOAN FUND TOTAL ---------------------------------------------------------------------------------- Additions: Interest and dividends $247,529 $65,871 $38,836 $189,756 $356 $542,348 Contributions: Employer 268,986 112,189 217,044 2,156,527 -- 2,754,746 Employee 1,296,812 512,403 381,735 528,220 -- 2,719,170 Rollover 87,499 38,600 30,894 32,232 -- 189,225 Net transfers 204,665 (20,151) (64,187) 122,731 (243,058) -- Net realized and unrealized appreciation 405,946 15,820 - 1,448,031 -- 1,869,797 Initial transfer from PNC Incentive Savings Plan 2,004,935 915,990 612,636 3,549,111 380,977 7,463,649 ---------------------------------------------------------------------------------- Total additions 4,516,372 1,640,722 1,216,958 8,026,608 138,275 15,538,935 Deductions: Payments to participants or beneficiaries (359,372) (165,994) (114,761) (532,031) 419,913 (752,245) ---------------------------------------------------------------------------------- Net assets available for benefits at June 30, 1997 $4,157,000 $1,474,728 $1,102,197 $7,494,577 $558,188 $14,786,690 ==================================================================================
See accompanying notes. 11 12 PNC Retirement Savings Plan Notes to Financial Statements June 30, 1998 and 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. 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 Plan's assets are concentrated in the stock and bond markets. Realization of the respective values shown on the statement 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 could differ from those estimates. 2. DESCRIPTION OF THE PLAN The following description of the PNC Retirement Savings Plan (the Plan) provides only general information. Participants should refer to the plan agreement for a more complete description of the Plan's provisions. PNC Bank Corp. (PNC Bank) is the sponsor of the Plan. The Plan, which was established on July 1, 1996, covers substantially all eligible employees of the following PNC Bank subsidiaries: PNC Mortgage Bank, N.A., PNC Mortgage Corp. of America, PNC Mortgage Securities Corp. and Spectra Services Corporation. Effective November 30, 1997, PNC Mortgage Bank, N.A. was merged with and into PNC Bank, N.A. Former employees of PNC Mortgage Bank, N.A. were transferred to other subsidiaries that participate in the Plan. 12 13 PNC Retirement Savings Plan Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) Account balances of eligible employees who formerly participated in PNC Bank Corp. Incentive Savings Plan (ISP) sponsored by PNC Bank prior to the effective date of the Plan, were automatically transferred to this Plan. Certain eligible employees who were deemed grandfathered as defined in the ISP and PNC Bank Corp. Pension Plan (Pension Plan) had the option to remain in the ISP and Pension Plan or transfer their accumulated balance to this Plan. The Plan allows participants to contribute from 1% to 12% of their biweekly compensation as defined in the Plan on a pretax 401(k) basis subject to Internal Revenue Service limitations. PNC Bank will match 100% of employee contributions up to 6% of compensation as defined in the Plan and will contribute 2% of base compensation (as defined in the Plan) if certain criteria as specified in the Plan are met. Effective for plan years beginning after July 1,1997, the 6% matching contributions will be made by the ISP. As such, participants in the Plan are participants in the ISP with respect to such matching contributions. In addition, PNC Bank may make discretionary contributions to the Plan. No discretionary contributions were made for the year ended June 30, 1997. For the year ended June 30, 1998, an additional matching contribution of $892,000 was made to eligible participants. This match was the result of shares released from the ESOP that were in excess of the amount required to satisfy the employer match on the first 6% of elective deferrals. Participants are fully vested in their balances, including 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, employer basic 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. 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. Under certain circumstances, the Plan permits hardship withdrawals by participants. 13 14 PNC Retirement Savings Plan Notes to Financial Statements (continued) 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). 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, and is the safekeeping agent. The Plan also holds shares of registered investment companies (BlackRock FundsSM, formerly Compass Capital Funds) which are sponsored and administered by wholly owned subsidiaries of PNC Bank or its subsidiaries. 4. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated May 26, 1998, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax-exempt. 5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits at June 30, 1998 and 1997 per the financial statements to the Form 5500:
JUNE 30 1998 1997 --------------------------------- Net assets available for benefits per the financial statements $25,330,993 $14,786,690 Amounts allocated to withdrawn participants (429,936) (181,290) --------------------------------- Net assets available for benefits per the Form 5500 $24,901,057 $14,605,400 =================================
14 15 PNC Retirement Savings Plan Notes to Financial Statements (continued) 5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 (CONTINUED) The following is a reconciliation of benefits paid to participants per the financial statements for the years ended June 30, 1998 and 1997 to the Form 5500:
YEAR ENDED JUNE 30 1998 1997 --------------------------- Benefits paid to participants per the financial statements $1,889,675 $752,245 Add amounts allocated on Form 5500 to withdrawn participants at June 30, 1998 429,936 181,290 Deduct amounts allocated on Form 5500 to withdrawn participants at June 30, 1997 (181,290) --------------------------- Benefits paid to participants per the Form 5500 $2,138,321 $933,535 ===========================
Amounts allocated to withdrawn participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to June 30 but not yet paid. 6. SUBSEQUENT EVENTS Effective July 1, 1998, the Plan's investment options were expanded from 4 to 11 funds which will be valued on a daily basis. Effective July 1, 1998, participants that receive a hardship withdrawal will be suspended from making elective contributions and receiving matching contributions for a period of 12 months from the effective date of the hardship distribution. Effective September 21, 1998, participants can have two loans outstanding at the same time. 15 16 PNC Retirement Savings Plan Plan 003 EIN 25-1674164 Line 27a--Schedule of Assets Held for Investment Purposes June 30, 1998
IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF OR SIMILAR ENTITY INVESTMENT COST FAIR VALUE - -------------------------------------------------------------------------------------------- EQUITY--FUND A Registered Investment Companies *BlackRock Funds--Select Equity Portfolio Fund 095 Institutional Class 74,616 shares $1,123,333 $1,434,861 *BlackRock Funds--International Equity Portfolio Fund 065 Institutional Class 80,272 shares 1,085,394 1,245,815 *BlackRock Funds--Small Cap Value Equity Portfolio Fund 046 Institutional Class 13,574 shares 221,880 251,663 *BlackRock Funds--Large Cap Growth Equity Portfolio Fund 029 Institutional Class 49,715 shares 718,879 1,001,269 *BlackRock Funds--Large Cap Value Equity Portfolio Fund 089 Institutional Class 57,894 shares 842,424 994,620 *BlackRock Funds--Mid Cap Growth Equity Portfolio Fund 044 Institutional Class 28,796 shares 306,904 374,922 *BlackRock Funds--Mid Cap Value Equity Portfolio Fund 035 Institutional Class 29,390 shares 331,368 379,135
16 17 Line 27a--Schedule of Assets Held for Investment Purposes (continued)
IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF OR SIMILAR ENTITY INVESTMENT COST FAIR VALUE - -------------------------------------------------------------------------------------------- EQUITY--FUND A (CONTINUED) Registered Investment Companies (continued) *BlackRock Funds--International Emerging Markets Portfolio Fund 015 Institutional Class 51,519 shares 403,971 306,023 *BlackRock Funds--Small Cap Growth Equity Portfolio Fund 093 Institutional Class 11,747 shares 210,211 253,609 ----------------------- Total Equity--Fund A 5,244,364 6,241,917 INTERMEDIATE-TERM FIXED INCOME-- FUND B Registered Investment Companies *BlackRock Funds--Intermediate Bond Portfolio Fund 090 Institutional Class 78,136 shares 731,256 741,515 *BlackRock Funds--Managed Income Portfolio Fund 013 Institutional Class 111,737 shares 1,143,819 1,179,947 *BlackRock Funds--Core Bond Portfolio Fund 07 Institutional Class 4,983 shares 49,328 49,328 ----------------------- Total Intermediate-Term Fixed Income--Fund B 1,924,403 1,970,790
17 18 Line 27a--Schedule of Assets Held for Investment Purposes (continued)
IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF OR SIMILAR ENTITY INVESTMENT COST FAIR VALUE - -------------------------------------------------------------------------------------------- SHORT-TERM FIXED INCOME--FUND C Interest-Bearing Cash *BlackRock Money Market Institutional Class 1,290,446 shares 1,290,446 1,290,446 PNC BANK CORP. COMMON STOCK-- FUND D Common Stock *PNC Bank Corp. 192,052 shares 6,777,221 10,346,788 Interest-Bearing Cash *BlackRock Money Market Institutional Class 188,870 shares 188,870 188,870 -------------------------- Total PNC Bank Corp. Common Stock--Fund D 6,966,091 10,535,658 LOAN FUND Installment Loans 6-1/4% to 9% -- 877,177 *BlackRock Money Market Institutional Class 9,541 shares 9,541 9,541 -------------------------- Total Loan Fund 9,541 886,718 -------------------------- $15,434,845 $20,925,529 ==========================
*Party-in-interest 18 19 PNC Retirement Savings Plan Plan 003 EIN 25-1674164 Line 27b--Schedule of (Overdue) Loans or Fixed Income Obligations June 30, 1998
AMOUNT RECEIVED DURING 1998 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 - ------------------------------------------------------------------------------------------------------------------------------- John D. Maldonado 100 Grand Cove Way Edgewater, NJ 07020 $30,000 $503 $1,265 $384 $159 $29,497 8.50% 9/97 Richard James Nelson 25 Meadow Avenue Monmouth Beach, NJ 07750 7,000 791 349 386 139 5,721 8.25% 12/96 Jacqueline K. Boston 84 West 20th Street Bayonne, NJ 07002 3,100 - - 334 163 3,100 8.50% 9/97 Terri L. Marano 25 Berkeley Place Somerset, NJ 08873 6,000 620 75 403 160 5,229 8.25% 3/97 Karen Monterosa 703 Commons at Kingwood East Brunswick, NJ 08816 5,000 410 204 129 59 4,590 8.50% 9/97
19 20 Line 27b--Schedule of (Overdue) Loans or Fixed Income Obligations (continued)
AMOUNT RECEIVED DURING 1998 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 - ------------------------------------------------------------------------------------------------------------------------------- Shawn T. Pack 1716 Yorkhouse Road Waukegan, IL 60087 7,500 186 97 332 164 7,314 8.50% 12/97 Sandra R. Dettori 210 Stevens Street North Brunswick, NJ 08902 6,000 205 290 335 115 4,702 8.25% 9/96 Julie Ann Owens 3431 Kedzie Street Pittsburgh, PA 15204 6,500 1,253 444 56 17 5,247 8.50% 6/97 Julie T. Tomenbang 710 Western Street Hoffman Estates, IL 60194 1,000 -- -- 540 45 765 8.25% 9/96 Judith M. Rogers 3067 N. Clybourn Avenue Chicago, IL 60618 5,300 120 33 1,765 385 5,180 8.25% 3/97 Francis Lyons 6 Hoyt Avenue Glens Falls, NY 12801 2,300 316 84 108 25 1,984 8.50% 9/97 Terry L. Follensbee 6 Timberlane Vernon Hills, IL 60061 5,200 470 179 219 75 4,730 8.50% 9/97 -------------------------------------------------------------------- $84,900 $4,874 $3,020 $4,991 $1,506 $78,059 ====================================================================
20 21 PNC Retirement Savings Plan Plan 003 EIN 25-1674164 Line 27d--Schedule of Reportable Transactions Year ended June 30, 1998
CURRENT VALUE OF ASSET ON PURCHASE SELLING COST OF TRANSACTION NET GAIN DESCRIPTION OF ASSET PRICE PRICE ASSET DATE (LOSS) - ---------------------------------------------------------------------------------------------------------------- Category (i)---Single transaction BlackRock Funds Money Market Fund 01 2,686,848 shares $2,686,848 $2,686,848 $2,686,848 2,768,903 shares $2,768,903 2,768,903 2,768,903 PNC Bank Corp. Common Stock 63,211 shares 2,639,059 2,639,059 2,639,059 Category (iii)--Series of securities transactions PNC Bank Corp. Common Stock 107,233 shares 4,847,446 4,847,446 4,847,446 39,122 shares 1,907,738 1,258,574 1,907,738 649,164 BlackRock Funds Money Market Fund 01 4,847,097 shares 4,847,097 4,847,097 4,847,097 4,663,022 shares 4,663,022 4,633,022 4,633,022
There were no category (ii) or (iv) reportable transactions during the year ended June 30, 1998. 21 22 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: December 21, 1998 22 23 EXHIBIT INDEX 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 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 -- Series A, incorporated herein as part of Exhibit 3.1. 4.3 Designation of Series: $1.80 Cumulative Convertible Preferred Stock -- Series B, incorporated herein as part of Exhibit 3.1. 4.4 Designation of Series: $1.60 Cumulative Convertible Preferred Stock -- Series C, incorporated herein as part of Exhibit 3.1. 4.5 Designation of Series: $1.80 Cumulative Convertible Preferred Stock -- Series D, incorporated herein as part of Exhibit 3.1. 4.6 Designation of Series: Fixed/Adjustable Rate Noncumulative Preferred Stock - Series F, incorporated herein as part of Exhibit 3.1. 10.1 Supplemental Executive Retirement Income and Disability Plan of the Corporation, incorporated herein by reference to Exhibit 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 Plan, incorporated herein by reference to Exhibit 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 Corporation, incorporated herein by reference to Exhibit 10.3 of the 1990 Form 10-K.* 10.4 November 21, 1996 Amendment to Supplemental Executive Life Insurance and Spouse's Benefit Plan, filed as Exhibit 10.4 to the 1996 Form 10-K.* 10.5 1997 Long-Term Incentive Award Plan of the Corporation ("1997 Award Plan"), incorporated herein by reference to Exhibit 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, incorporated herein by reference to Exhibit 10.6 of the Annual Report on Form 10-K for the year ended December 31, 1997 ("1997 Form 10-K").* 10.7 Form of Incentive Share Agreement under 1992 Award Plan (June 1995), as amended November 21, 1996, filed as Exhibit 10.7 to the 1996 Form 10-K.* 10.8 Form of Addendum to Nonstatutory Stock Option Agreement relating to Reload Nonstatutory Stock Options, incorporated herein by reference to Exhibit 10.8 of the 1997 Form 10-K.* 10.9 Form of Reload Nonstatutory Stock Option Agreement, incorporated herein by reference to Exhibit 10.9 of the 1997 Form 10-K.* 10.10 Form of Incentive Share Agreement - Share Price, RSR and ROCE Performance Goals, incorporated herein by reference to Exhibit 10.10 of the 1997 Form 10-K.* 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.* 23 24 10.15 PNC Bank Corp. Supplemental Pension Plan, as amended, incorporated herein by reference to Exhibit 10.12 to 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 herein by reference to Exhibit 10.7 of the 1994 Form 10-K.* 10.18 PNC Bank Corp. Directors Deferred Compensation Plan, incorporated herein 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 to the 1996 Form 10-K.* 10.20 Amended and Restated Trust Agreement between the Corporation, as Settlor, and NationsBank, N.A., as Trustee, incorporated herein by reference to Exhibit 10.18 to the 1996 Form 10-K.* 12.1 Computation of Ratio of Earnings to Fixed Charges, incorporated herein by reference to Exhibit 12.1 to the 1997 Form 10-K. 12.2 Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends, incorporated herein by reference to Exhibit 12.2 to the 1997 Form 10-K. 13 Excerpts from the Annual Report to Shareholders for the year ended December 31, 1997, incorporated herein by reference to Exhibit 13 to the 1997 Form 10-K. 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/A. 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 Corporation, incorporated herein by reference to Exhibit 23 to the 1997 Form 10-K. 23.2 Consent of Ernst & Young LLP, independent auditors for the PNC Plan, incorporated herein by reference to Exhibit 23.2 to the 1997 Form 10-K/A (Amendment No. 1). 23.3 Consent of Ernst & Young LLP, independent auditors for the PNC Retirement Savings Plan, filed herewith. 24 Power of Attorney of directors and officers of the Corporation, incorporated herein by reference to Exhibit 24 to the 1997 Form 10-K. 27.1 Financial Data Schedule, incorporated herein by reference to Exhibit 27 to the 1997 Form 10-K. 27.2 Restated Financial Data Schedule, incorporated herein by reference to Exhibit 27.2 to the 1997 Form 10-K. 27.3 Restated Financial Data Schedule, incorporated herein by reference to Exhibit 27.3 to the 1997 Form 10-K. - ------------------------- * Denotes management contract or compensatory plan. Except where otherwise expressly noted, incorporated document references are to Commission File No. 1-9718. 24 EX-23.3 2 PNC BANK CORP. 1 Exhibit 23.3 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-03901) pertaining to the PNC Retirement Savings Plan and in the related Prospectus of our report dated December 2, 1998 with respect to the financial statements and schedules of the PNC Retirement Savings Plan, all of which are included in this Annual Report on Form 10-K/A (Amendment No. 2) for the year ended December 31, 1997. /s/ ERNST & YOUNG LLP Pittsburgh, Pennsylvania December 21, 1998 25 -----END PRIVACY-ENHANCED MESSAGE-----