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As filed with the Securities and Exchange Commission on July 13, 2001
Registration Statement No. ____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
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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)
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THE PNC FINANCIAL SERVICES GROUP, INC. INCENTIVE SAVINGS PLAN
PNC RETIREMENT SAVINGS PLAN
(Full title of the plans)
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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
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Calculation of Registration Fee
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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 (3) price (3) fee
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Common Stock, $5.00 Par
Value (4) 5,000,000 (5) $62.47 $312,350,000 $78,087.50
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (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.
(2) Pursuant to Rule 416 under the Securities Act, this Registration
Statement also covers any additional securities which may become
issuable pursuant to stock splits, stock dividends or similar
transactions, without the need for any post-effective amendment.
(3) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(h). Calculated on the basis of the average of
the high and low sale prices of the Registrant's Common Stock as
reported on July 11, 2001 on the New York Stock Exchange, which date is
within 5 business days prior to the date of the filing of this
Registration Statement.
(4) Each share of Common Stock includes a Preferred Share Purchase Right
pursuant to the Registrant's Rights Agreement.
(5) This Registration Statement also relates to the shares registered under
Form S-8 Registration Statement No. 33-25140, and Post-Effective
Amendment No. 1 thereto, and to the shares registered under Form S-8
Registration Statement No. 333-03901. Shares issuable under The PNC
Financial Services Group, Inc. Incentive Savings Plan and under the PNC
Retirement Savings Plan have been previously registered under the
Securities Act, of which 758,384 are being carried forward pursuant to
this Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The purpose of this Registration Statement is to register an additional
5,000,000 shares of Common Stock for issuance pursuant to The PNC Financial
Services Group, Inc. Incentive Savings Plan and the PNC Retirement Savings 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.
33-25140, and Post-Effective Amendment No. 1 thereto, are incorporated herein by
reference.
ITEM 8. EXHIBITS
Exhibit 4.1 Articles of Incorporation of the Corporation, as amended and
restated as of April 24, 2001, incorporated by reference from
Exhibit 3.1 to the Corporation's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2001. (File No. 1-9718).
Exhibit 4.2 By-Laws of the Corporation, as amended, incorporated by
reference from Exhibit 3.2 of the Corporation's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2000.
Exhibit 4.3 Rights Agreement, dated as of May 15, 2000, between the
Corporation and The Chase Manhattan Bank, which includes the
form of Right Certificate as Exhibit B and the Summary of
Rights to Purchase Preferred Shares as Exhibit C, incorporated
by reference from Exhibit 1 to the Corporation's Report on
Form 8-A filed May 23, 2000.
Exhibit 5.1* Determination Letter of the Internal Revenue Service, dated
June 21, 1995, with respect to the Corporation's Incentive
Savings Plan.
Exhibit 5.2 Determination Letter of the Internal Revenue Service, dated
May 28, 1998, with respect to the PNC Retirement Savings Plan,
filed herewith.
Exhibit 23 Consent of Ernst & Young, LLP, filed herewith.
Exhibit 24 Powers of Attorney, filed herewith.
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* Previously filed
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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
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(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 (Principal Executive
James E. Rohr Officer)
/s/ Robert L. Haunschild Senior Vice President and Chief Financial July 13, 2001
---------------------------------------- Officer (Principal Financial Officer)
Robert L. Haunschild
* Controller (Principal Accounting Officer) July 5, 2001
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Samuel R. Patterson
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SIGNATURE TITLE DATE
* Vice Chairman and Director July 5, 2001
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Walter E. Gregg, Jr.
* Director July 5, 2001
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Paul W. Chellgren
* Director July 5, 2001
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Robert N. Clay
* Director July 5, 2001
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George A. Davidson, Jr.
* Director July 5, 2001
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David F. Girard-diCarlo
* Director July 5, 2001
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William R. Johnson
* Director July 5, 2001
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Bruce C. Lindsay
* Director July 5, 2001
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W. Craig McClelland
* Director July 5, 2001
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Thomas H. O'Brien
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SIGNATURE TITLE DATE
* Director July 5, 2001
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Jane G. Pepper
* Director July 5, 2001
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Lorene K. Steffes
* Director July 5, 2001
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Thomas J. Usher
* Director July 5, 2001
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Milton A. Washington
* Director July 5, 2001
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Helge H. Wehmeier
*By: /s/ Thomas R. Moore
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Thomas R. Moore, Attorney-in-Fact,
pursuant to Powers of Attorney filed
herewith
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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. INCENTIVE SAVINGS PLAN
(Plan)
By: /s/ James S. Gehlke
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(Signature and Title)
James S. Gehlke,
Plan Manager/Administrator
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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.
PNC RETIREMENT SAVINGS PLAN
(Plan)
By: /s/ James S. Gehlke
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(Signature and Title)
James S. Gehlke,
Plan Manager/Administrator
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INDEX TO EXHIBITS
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Exhibit 4.1 Articles of Incorporation of the Corporation, as amended and
restated as of April 24, 2001, incorporated by reference from
Exhibit 3.1 to the Corporation's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2001. (File No. 1-9718).
Exhibit 4.2 By-Laws of the Corporation, as amended, incorporated by
reference from Exhibit 3.2 of the Corporation's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2000.
Exhibit 4.3 Rights Agreement, dated as of May 15, 2000, between the
Corporation and The Chase Manhattan Bank, which includes the
form of Right Certificate as Exhibit B and the Summary of
Rights to Purchase Preferred Shares as Exhibit C, incorporated
by reference from Exhibit 1 to the Corporation's Report on
Form 8-A filed May 23, 2000.
Exhibit 5.1* Determination Letter of the Internal Revenue Service, dated
June 21, 1995, with respect to the Corporation's Incentive
Savings Plan.
Exhibit 5.2 Determination Letter of the Internal Revenue Service, dated
May 28, 1998, with respect to the PNC Retirement Savings Plan,
filed herewith.
Exhibit 23 Consent of Ernst & Young, LLP, filed herewith.
Exhibit 24 Powers of Attorney, filed herewith.
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* Previously filed