Edgar Filing: PNC FINANCIAL SERVICES GROUP INC

1
As filed with the Securities and Exchange Commission on July 13, 2001
Registration Statement No. ____________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------------

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

THE PNC FINANCIAL SERVICES GROUP, INC.
(Exact name of registrant as specified in its charter)

----------------

Pennsylvania 25-1435979
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)

One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707
(412) 762-1553
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)

----------------

THE PNC FINANCIAL SERVICES GROUP, INC.
SUPPLEMENTAL INCENTIVE SAVINGS PLAN
THE PNC FINANCIAL SERVICES GROUP, INC.
AND AFFILIATES DEFERRED COMPENSATION PLAN
(Full title of the plans)

----------------

Walter E. Gregg, Jr.
Vice Chairman
The PNC Financial Services Group, Inc.
One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707
(412) 762-2281
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copy to:
Steven Kaplan, Esq.
Arnold & Porter
555 Twelfth Street, N.W.
Washington, D.C. 20004
(202) 942-5000

---------------------

Calculation of Registration Fee

-------------------------------------------------------------------------------------------------------------
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered (1)(2) offering price aggregate offering registration
per share price (1) fee
-------------------------------------------------------------------------------------------------------------

Deferred Compensation
Obligations (3) $50,000,000 N/A $50,000,000 $12,500
-------------------------------------------------------------------------------------------------------------
Deferred Compensation
Obligations (4) $67,000,000 N/A $67,000,000 $16,750
-------------------------------------------------------------------------------------------------------------
Total Registration Fee $29,250
-------------------------------------------------------------------------------------------------------------

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Securities Act of 1933, as amended (the "Securities Act"), Rule
457(h).

(2) In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan(s) described
herein.

(3) The Deferred Compensation Obligations are unsecured obligations of The PNC
Financial Services Group, Inc. to pay deferred compensation in the future
in accordance with the terms of The PNC Financial Services Group, Inc.
Supplemental Incentive Savings Plan.

(4) The Deferred Compensation Obligations are unsecured obligations of The PNC
Financial Services Group, Inc. to pay deferred compensation in the future
in accordance with the terms of The PNC Financial Services Group, Inc. and
Affiliates Deferred Compensation Plan.

INTRODUCTION

The PNC Financial Services Group, Inc. (the "Registrant") is filing
this Registration Statement because of the uncertainty as to whether the
Deferred Compensation Obligations would or should be considered "securities" or
be subject to registration under the Securities Act. The filing of this
Registration Statement is not an admission by the Registrant that the Deferred
Compensation Obligations are securities or are subject to the registration
requirements of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The purpose of this Registration Statement is to register an additional
$50,000,000 of Deferred Compensation Obligations in The PNC Financial Services
Group, Inc. Supplemental Incentive Savings Plan, an additional $67,000,000 of
Deferred Compensation Obligations in The PNC Financial Services Group, Inc. and
Affiliates Deferred Compensation Plan, and an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan(s) described herein.
Pursuant to General Instruction E to Form S-8, except as set forth below, the
contents of Registration Statement No. 333-18069 are incorporated herein by
reference.

ITEM 8. EXHIBITS

Exhibit 4.1 The PNC Financial Services Group, Inc. Supplemental Incentive
Savings Plan, incorporated by reference from Exhibit 10.4 to
the Corporation's Annual Report on Form 10-K for the year
ended December 31, 1999. (File No. 1-9718).

Exhibit 4.2 The PNC Financial Services Group, Inc. and Affiliates Deferred
Compensation Plan, incorporated by reference from Exhibit
10.11 to the Corporation's Annual Report on Form 10-K for the
year ended December 31, 1999.

Exhibit 5 Opinion of Henry Howarth III, Senior Counsel, The PNC
Financial Services Group, Inc., filed herewith.

Exhibit 23.1 Consent of Henry Howarth III, Senior Counsel, The PNC
Financial Services Group, Inc., included in the opinion filed
as Exhibit 5 hereto.

Exhibit 23.2 Consent of Ernst & Young, LLP, filed herewith.

Exhibit 24 Powers of Attorney, filed herewith.

-2-
3

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on July
13th, 2001.

THE PNC FINANCIAL SERVICES GROUP, INC.
(Registrant)

By: /s/ Robert L. Haunschild
----------------------------------------
(Signature and Title)
Robert L. Haunschild,
Senior Vice President and
Chief Financial Officer

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date(s) indicated:

SIGNATURE TITLE DATE

* Chairman, President, Chief Executive July 5, 2001
------------------------------- Officer and Director
James E. Rohr (Principal Executive Officer)

/s/ Robert L. Haunschild Senior Vice President and Chief July 13, 2001
------------------------------- Financial Officer (Principal
Robert L. Haunschild Financial Officer)

* Controller July 5, 2001
------------------------------- (Principal Accounting Officer)
Samuel R. Patterson

-3-
4

SIGNATURE TITLE DATE

* Vice Chairman and Director July 5, 2001
-------------------------------
Walter E. Gregg, Jr.

* Director July 5, 2001
-------------------------------
Paul W. Chellgren

* Director July 5, 2001
-------------------------------
Robert N. Clay

* Director July 5, 2001
-------------------------------
George A. Davidson, Jr.

* Director July 5, 2001
-------------------------------
David F. Girard-diCarlo

* Director July 5, 2001
-------------------------------
William R. Johnson

* Director July 5, 2001
-------------------------------
Bruce C. Lindsay

* Director July 5, 2001
-------------------------------
W. Craig McClelland

* Director July 5, 2001
-------------------------------
Thomas H. O'Brien

-4-
5

SIGNATURE TITLE DATE

* Director July 5, 2001
-------------------------------
Jane G. Pepper

* Director July 5, 2001
-------------------------------
Lorene K. Steffes

* Director July 5, 2001
-------------------------------
Thomas J. Usher

* Director July 5, 2001
-------------------------------
Milton A. Washington

* Director July 5, 2001
-------------------------------
Helge H. Wehmeier

*By: /s/ Thomas R. Moore
-------------------------------------
Thomas R. Moore, Attorney-in-Fact,
pursuant to Powers of Attorney filed
herewith

-5-
6

The Plan. Pursuant to the requirements of the Securities Act, the
trustees (or other persons who administer the employee benefits plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth
of Pennsylvania, on this July 13th, 2001.

THE PNC FINANCIAL SERVICES
GROUP, INC. SUPPLEMENTAL
INCENTIVE SAVINGS PLAN
(Plan)

By: /s/ James S. Gehlke
------------------------------
(Signature and Title)
James S. Gehlke,
Plan Manager/Administrator

-6-
7

THE PNC FINANCIAL SERVICES
GROUP, INC. AND AFFILIATES
DEFERRED COMPENSATION PLAN
(Plan)

By: /s/ James S. Gehlke
---------------------------------
(Signature and Title)
James S. Gehlke,
Plan Manager/Administrator

-7-
8

INDEX TO EXHIBITS

Exhibit 5 Opinion of Henry Howarth III, Senior Counsel, The PNC
Financial Services Group, Inc., filed herewith.

Exhibit 23.1 Consent of Henry Howarth III, Senior Counsel, The PNC
Financial Services Group, Inc., included in the opinion filed
as Exhibit 5 hereto.

Exhibit 23.2 Consent of Ernst & Young, LLP, filed herewith.

Exhibit 24 Powers of Attorney, filed herewith.