-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, l6fkX38BPuF1KxmyRcb7n/W7FRlqq8tHlvmBo+h0AlK8n/jfQEQRg0Fq66VdAY4J ZDqb+Fv9SoX9JYazDms4xw== 0000950128-95-000001.txt : 19950110 0000950128-95-000001.hdr.sgml : 19950110 ACCESSION NUMBER: 0000950128-95-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950106 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950106 SROS: NYSE 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09718 FILM NUMBER: 95500624 BUSINESS ADDRESS: STREET 1: ONE PNC PLAZA STREET 2: FIFTH AVE & WOOD ST CITY: PITTSBURGH STATE: PA ZIP: 15265 BUSINESS PHONE: 4127622666 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 8-K 1 PNC BANK CORP. 1 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 JANUARY 6, 1995 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) 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 FIFTH AVENUE AND WOOD STREET PITTSBURGH, PENNSYLVANIA 15265 (Address of principal executive offices) (Zip Code) (412) 762-3900 (Registrant's telephone number, including area code) (Former name or former address, if changed since last report) 2 ITEM 5. OTHER EVENTS On January 6, 1995, PNC Bank Corp. issued a press release announcing certian actions, a copy of which is attached as Exhibit 99 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits The exhibit listed on the Exhibit Index on page 4 of this Form 8-K is filed herewith. 2 3 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 6, 1995 By /s/ Robert L. Haunschild -------------------------- Robert L. Haunschild SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER 3 4 EXHIBIT INDEX 99 Copy of the press release issued by the Corporation on January 6, 1995, filed herewith. 4 EX-99 2 PNC BANK 8-K 1 EXHIBIT 99 PNC BANK CORP. REDUCES INTEREST RATE SENSITIVITY AND AUTHORIZES STOCK REPURCHASE PITTSBURGH, Jan. 6, 1995--PNC Bank Corp. (NYSE: PNC) today announced actions taken in the fourth quarter of 1994 to continue to reduce the company's sensitivity to rising interest rates and to downsize its investment portfolio. In addition, the company announced it would record a charge reflecting initiatives to deliver consumer banking services more efficiently. Actions taken during the quarter included: - The purchase of interest rate caps and pay-fixed swaps with a combined notional value of $10.5 billion, designed to mitigate the impact on net interest income of rising interest rates. - The sale of approximately $1.8 billion of fixed-rate securities from the available-for-sale portfolio, resulting in an after-tax loss of approximately $79 million. - Restructuring and other related charges of $31 million after tax, principally to cover the cost of consolidating existing telephone banking centers and continued rationalization of the branch network. The company estimates earnings for 1994 of approximately $610 million, or $2.56 per fully diluted share. The return on average assets and return on common shareholders' equity are anticipated to be approximately 1 percent and 14 percent, respectively. Thomas H. O'Brien, chairman and chief executive officer, said "The actions we have taken are part of a continuing plan to reduce PNC Bank's interest sensitivity and align our balance sheet with our business strategies. As a result, we have eliminated the company's liability sensitivity at one year and mitigated the impact of significantly higher interest rates on net interest income." The company also announced that its board of directors has authorized the repurchase of up to 24 million common shares in open market or privately negotiated transactions over the next two years. The company has already purchased 2.8 million shares under prior authorization. There were approximately 236 million fully diluted common shares outstanding at Dec. 31, 1994. The share repurchases would be accompanied by a reduction in PNC Bank's investment portfolio as it matures. The investment portfolio was $22.9 billion at Sept. 30, 1994, and is expected to decline to approximately $17 billion at year-end 1995. PNC Bank Corp., headquartered in Pittsburgh, is one of the largest banking organizations in the United States. It operates community banking offices across Pennsylvania, Delaware, Ohio, Kentucky and Indiana and mortgage offices in 31 states. PNC Bank's major businesses include consumer banking; mortgage banking; corporate banking; investment management and trust; mutual funds; and investment banking. -----END PRIVACY-ENHANCED MESSAGE-----