01—Abstract
Summary
Summary of the 10-K/A filed June 29, 1994. Cited figures are marked; the original filing is the authoritative source.
This filing is not PNC's main annual financial statements.
It is Amendment No. 1 to PNC's 1993 Form 10-K, filed June 29, 1994, which adds the audited financial statements of the PNC Bank Corp. Incentive Savings Plan, a 401(k)-style employee savings and ESOP plan, as permitted by Rule 15d-21 of the Exchange Act. Corporate-level results for PNC are incorporated by reference from the 1993 Annual Report and are not contained in this document. The Plan's net assets available for benefits rose to $443.3 milliona at December 31, 1993, up from $391.2 million a year earlier, a gain of about 13%.
The increase came from $64.1 millionb in total additions, mainly employer and employee contributions and investment income, less $36.0 million in deductions, plus $13.1 million of net appreciation. Investment returns were much weaker than in 1992, when appreciation was $66.9 million. PNC Bank Corp. common stock was the dominant asset at $365.9 million, about 82% of net assets, which concentrates plan participants' retirement savings in one company's stock.
For investors, the key points are the scale of employee ownership, the remaining ESOP debt of $110.0 millionc, which is down from $130.7 million, and the Plan's pending IRS tax-qualification determination. The Plan has not yet requested an IRS letter of determination, though management expects to do so in 1994 and reports no events that would disqualify it. Ernst & Young issued an unqualified opinion dated June 7, 1994.
02—Key points
Key Highlights
- Net assets available for plan benefits grew to $443.3 million at year-end 1993, up about 13% from $391.2 million in 1992.
- Total additions of $64.1 million in 1993 included $19.3 million in cash employer contributions, up from $6.7 million in 1992, and $20.9 million in employee contributions.
- PNC Bank Corp. common stock made up about $365.9 million, roughly 82% of net assets, with a 1993 cost of $232.9 million, which concentrates participant savings in one stock.
- Net realized and unrealized appreciation fell to $13.1 million in 1993 from $66.9 million in 1992, reflecting weaker investment returns.
- The ESOP note payable to PNC Bank Corp. was reduced to $110.0 million from $130.7 million, and was refinanced in 1993 with medium-term fixed-rate notes at an effective rate of 4.76%.
- The ESOP held 5,231,028 unallocated PNC shares with a market value of $151.7 million at December 31, 1993, to be used to match future employee contributions.
- The Plan has not yet requested an IRS determination letter for tax qualification under Section 401(a), with a request expected in 1994, and management is not aware of any disqualifying events.
03—Questions
Frequently Asked Questions
Does this filing contain PNC's consolidated financial statements?
No. This is Amendment No. 1 to the 1993 Form 10-K and contains only the audited financial statements of the PNC Bank Corp. Incentive Savings Plan. The corporation's consolidated financial statements are incorporated by reference from the 1993 Annual Report to Shareholders, which was filed as Exhibit 13 to the original 10-K.
How large is the Plan and how much of it is invested in PNC stock?
The Plan's net assets available for benefits were $443.3 million at December 31, 1993. PNC Bank Corp. common stock, valued at $365.9 million including allocated and unallocated ESOP shares, represented roughly 82% of net assets. Fund D, the PNC stock fund, had 13,604 participants, and Fund A, the common stock fund, had 8,041.
What are the main obligations and risks the Plan faces?
The Plan carries a $110.0 million ESOP note payable to PNC Bank Corp., with principal and interest due semi-annually and scheduled maturities running through 1999 and beyond. PNC Bank is obligated to make annual contributions sufficient to service that debt, net of ESOP investment income. The heavy concentration in PNC stock means participants' balances are closely tied to the share price, and the Plan has not yet obtained its IRS determination letter.
How did employer and employee contributions work under the Plan?
Employees could contribute 1% to 15% of biweekly base pay on a pretax 401(k) basis. PNC Bank matched 100% of contributions up to 6% of base pay, with matches for employees aged 55 or under made in PNC stock. Participants were fully vested in their balances, including employer contributions. In 1993, cash employer contributions were $19.3 million, compared with $6.7 million in 1992.
04—Continue