As filed with the Securities and Exchange Commission on December 6, 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.
1996 EXECUTIVE INCENTIVE AWARD PLAN
(Full title of the plan)
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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
----------------------------- ------------------- ------------------- ---------------------- ---------------------------
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of registration
registered registered(1) offering price aggregate offering fee
per share(2) price(2)
----------------------------- ------------------- ------------------- ---------------------- ---------------------------
Common Stock, $5.00
Par Value(3) 250,000 $56.56 $14,140,000.00 $3,379.46
----------------------------- ------------------- ------------------- ---------------------- ---------------------------
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (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.
(2) 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 December 3, 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.
(3) Each share of Common Stock includes a Preferred Share Purchase Right
pursuant to the Registrant's Rights Agreement.
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EXPLANATORY STATEMENT
The purpose of this Registration Statement on Form S-8 is to register
250,000 shares of Common Stock for issuance pursuant to The PNC Financial
Services Group, Inc. 1996 Executive Incentive Award Plan, as amended (the
"Plan").
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, each as filed by The PNC Financial Services
Group, Inc. (the "Corporation" or "PNC") with the Securities and Exchange
Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated herein by reference:
- PNC's Annual Report on Form 10-K for the year ended December 31, 2000;
- PNC's Quarterly Reports on Form l0-Q for the quarters ended March 31, 2001,
June 30, 2001 and September 30, 2001;
- PNC's Current Reports on Form 8-K dated as of July 25, 2001 and as of
October 29, 2001; and
- The description of PNC Common Stock contained in the Form 8-A that was
filed by the Corporation in September 1987 and the Form 8-A filed on May
23, 2000.
The Corporation also incorporates by reference any additional documents
subsequently filed by the Corporation with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act prior to the filing of a post-effective
registration statement which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, and each such
document shall be a part of this Registration Statement from the respective date
of filing of each such document. These documents may include periodic reports,
such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current
Reports on Form 8-K (other than information reported under Item 9 of a Current
Report), as well as Proxy Statements (other than information such as committee
reports that the SEC allows the Corporation not to incorporate by reference).
Information in any documents that the Corporation subsequently files with the
SEC will automatically update and replace the information previously filed with
the information incorporated by reference into this Registration Statement. Any
statement or information so modified or replaced shall not be deemed, except as
so modified or replaced, to be part of this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Sections 1741-1743 of the Pennsylvania Business Corporation
Law of 1988 (Act of December 21, 1988, P.L. 1444) ("PA BCL"), we have the power
to indemnify our directors and officers against liabilities they may incur in
such capacities provided certain standards are met, including good faith and the
belief that the particular action is in, or not opposed to, the best interests
of the Corporation and, with respect to a criminal proceeding, had no reasonable
cause to believe his or her conduct was unlawful. In general, this power to
indemnify does not exist in the case of actions against a director or officer by
or in the right of the Corporation if the person entitled to indemnification
shall have been adjudged to be liable to the Corporation unless and to the
extent that the person is adjudged to be fairly and reasonably entitled to
indemnity. A corporation is required to
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indemnify directors and officers against expenses they may incur in defending
actions against them in such capacities if they are successful on the merits or
otherwise in the defense of such actions. Pursuant to Section 1745 of the PA
BCL, we have the power to pay expenses (including attorneys' fees) incurred by a
director or officer in a proceeding in advance of the final disposition of the
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined that he or she is not
entitled to be indemnified by the Corporation.
Section 1746 of the PA BCL provides that the foregoing provisions shall
not be deemed exclusive of any other rights to which a person seeking
indemnification may be entitled under, among other things, any by-law provision,
provided that no indemnification may be made in any case where the act or
failure to act giving rise to the claim for indemnification is determined by a
court to have constituted willful misconduct or recklessness.
Our By-Laws generally provide for the mandatory indemnification of
directors and officers in accordance with and to the full extent permitted by
the laws of the Commonwealth of Pennsylvania as in effect at the time of such
indemnification and for mandatory advancement of expenses upon receipt of the
required undertaking. Our By-Laws also eliminate, to the maximum extent
permitted by the laws of the Commonwealth of Pennsylvania, the personal
liability of directors for monetary damages for any action taken, or any failure
to take any action as a director, except in any case such elimination is not
permitted by law.
We have purchased directors' and officers' liability insurance covering
certain liabilities that may be incurred by the Corporation's directors and
officers in connection with the performance of their duties.
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 and restated,
incorporated by reference from Exhibit 4.2 to Post-Effective
Amendment No. 1 to the Corporation's Registration Statement
No. 333-65042 on Form S-8 filed on December 6, 2001.
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.
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Exhibit 23 Consent of Ernst & Young, LLP, filed herewith.
Exhibit 24 Powers of Attorney, filed herewith.
Exhibit 99 The PNC Financial Services Group, Inc. 1996 Executive
Incentive Award Plan, as amended, incorporated by reference
from Exhibit 10.6 to the Corporation's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2001.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement to include any material
information with respect to the plan of distribution not
previously disclosed in the Registration Statement or
any material change to such information in the
Registration Statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering; and
(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
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proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES
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 December
6, 2001.
THE PNC FINANCIAL SERVICES GROUP, INC.
By: /s/ Robert L. Haunschild
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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 December 6, 2001
---------------------------- Officer and Director (Principal Executive
James E. Rohr Officer)
/s/ Robert L. Haunschild Senior Vice President and Chief Financial December 6, 2001
---------------------------- Officer (Principal Financial Officer)
Robert L. Haunschild
* Controller (Principal Accounting Officer) December 6, 2001
----------------------------
Samuel R. Patterson
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* Vice Chairman and Director December 6, 2001
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Walter E. Gregg, Jr.
* Director December 6, 2001
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Paul W. Chellgren
* Director December 6, 2001
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Robert N. Clay
* Director December 6, 2001
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George A. Davidson, Jr.
* Director December 6, 2001
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David F. Girard-diCarlo
* Director December 6, 2001
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William R. Johnson
* Director December 6, 2001
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Bruce C. Lindsay
* Director December 6, 2001
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W. Craig McClelland
* Director December 6, 2001
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Thomas H. O'Brien
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* Director December 6, 2001
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Jane G. Pepper
* Director December 6, 2001
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Lorene K. Steffes
* Director December 6, 2001
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Dennis F. Strigl
* Director December 6, 2001
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Thomas J. Usher
* Director December 6, 2001
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Milton A. Washington
* Director December 6, 2001
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Helge H. Wehmeier
*By: /s/ Karen M. Barrett
-------------------------------------
Karen M. Barrett, Attorney-in-Fact,
pursuant to Powers of Attorney filed
herewith
Dated: December 6, 2001
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INDEX TO 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 and restated,
incorporated by reference from Exhibit 4.2 to
Post-Effective Amendment No. 1 to the Corporation's
Registration Statement No. 333-65042 on Form S-8 filed
on December 6, 2001.
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 23 Consent of Ernst & Young, LLP, filed herewith.
Exhibit 24 Powers of Attorney, filed herewith.
Exhibit 99 The PNC Financial Services Group, Inc. 1996 Executive
Incentive Award Plan, as amended, incorporated by
reference from Exhibit 10.6 to the Corporation's
Quarterly Report on Form 10-Q for the quarter ended June
30, 2001.
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