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As filed with the Securities and Exchange Commission on January 17, 2001
Registration No. 333-
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. 1997 LONG-TERM 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
<TABLE>
<CAPTION>
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Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered (1) offering price aggregate offering registration
per unit (2) price (2) fee
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<S> <C> <C> <C> <C>
Common Stock, $5.00 Par
Value (3) 22,000,000 (4) $70.0625 $1,541,375,000.00 $385,343.75
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</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also covers any additional securities which
may become issuable pursuant to anti-dilution provisions of the 1997
Long-Term Incentive Plan.
(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 January 12, 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.
(4) Pursuant to Rule 429 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), the prospectus relating to this
Registration Statement also relates to the shares registered under Form
S-8 Registration Statement No. 33-54960, and Post-Effective Amendment
No. 1 thereto. Shares issuable under the 1997 Long-Term Incentive Plan
have been previously registered under the Securities Act, of which
1,425,221 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
22,000,000 shares of Common Stock for issuance pursuant to The PNC Financial
Services Group, Inc. 1997 Long-Term Incentive Award Plan, as amended (the
"Plan"). Pursuant to General Instruction E to Form S-8, except as set forth
below, the contents of Registration Statement No. 33-54960, and Post-Effective
Amendment No. 1 thereto, are incorporated herein by reference.
ITEM 8. EXHIBITS
The following exhibits are filed as part of this Registration Statement
or, where so indicated, have been previously filed and are incorporated herein
by reference.
Exhibit 4.1 Articles of Incorporation, as amended and restated as
of March 14, 2000, incorporated by reference from
Exhibit 3.1 to the Registrant's Form 10-K for the
period ended December 31, 1999 (File No. 1-9718).
Exhibit 4.2 By-Laws, as amended, incorporated by reference from
Exhibit 99.2 of the Registrant's Current Report on
Form 8-K dated January 15, 1998.
Exhibit 4.3 Rights Agreement, dated as of May 15, 2000, between
The PNC Financial Services Group, Inc. 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 Registrant's
Report on Form 8-A filed May 23, 2000.
Exhibit 5 Opinion of Karen M. Barrett, Senior Counsel,
The PNC Financial Services Group, Inc., filed herewith.
Exhibit 23.1 Consent of Karen M. Barrett, 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.
Exhibit 99.1 The PNC Financial Services Group, Inc. 1997 Long-Term
Incentive Award Plan, as amended, incorporated by
reference from Exhibit 10.5 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000.
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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 January
17, 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
dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
* President, Chief Executive Officer and January 17, 2001
---------------------------------------- Director (Principal Executive Officer)
James E. Rohr
/s/ Robert L. Haunschild Senior Vice President and Chief Financial January 17, 2001
---------------------------------------- Officer (Principal Financial Officer)
Robert L. Haunschild
* Controller (Principal Accounting Officer) January 17, 2001
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Samuel R. Patterson
</TABLE>
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<TABLE>
<S> <C> <C>
* Chairman and Director January 17, 2001
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Thomas H. O'Brien
* Vice Chairman and Director January 17, 2001
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Walter E. Gregg, Jr.
* Director January 17, 2001
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Paul W. Chellgren
* Director January 17, 2001
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Robert N. Clay
* Director January 17, 2001
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Thomas A. Corcoran
* Director January 17, 2001
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David F. Girard-diCarlo
* Director January 17, 2001
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William R. Johnson
* Director January 17, 2001
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Bruce C. Lindsay
* Director January 17, 2001
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W. Craig McClelland
</TABLE>
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<TABLE>
<S> <C> <C>
* Director January 17, 2001
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Jane G. Pepper
* Director January 17, 2001
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Jackson H. Randolph
* Director January 17, 2001
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Roderic H. Ross
* Director January 17, 2001
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Lorene K. Steffes
* Director January 17, 2001
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Thomas J. Usher
* Director January 17, 2001
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Milton A. Washington
* Director January 17, 2001
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Helge H. Wehmeier
*By: /s/ Karen M. Barrett
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Karen M. Barrett, Attorney-in-Fact,
pursuant to Powers of Attorney filed
herewith
</TABLE>
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INDEX TO EXHIBITS
Exhibit 4.1 Articles of Incorporation, as amended and restated as
of March 14, 2000, incorporated by reference from
Exhibit 3.1 to the Registrant's Form 10-K for the
period ended December 31, 1999 (File No. 1-9718).
Exhibit 4.2 By-Laws, as amended, incorporated by reference from
Exhibit 99.2 of the Registrant's Report on Form 8-K
dated January 15, 1998.
Exhibit 4.3 Rights Agreement, dated as of May 15, 2000, between
The PNC Financial Services Group, Inc. 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 Registrant's
Report on Form 8-A filed May 23, 2000.
Exhibit 5 Opinion of Karen M. Barrett, Senior Counsel,
The PNC Financial Services Group, Inc., filed herewith.
Exhibit 23.1 Consent of Karen M. Barrett, Senior Counsel,
The PNC Financial Service 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
Exhibit 99.1 The PNC Financial Services Group, Inc. 1997 Long-Term
Incentive Award Plan, as amended, incorporated by
reference from Exhibit 10.5 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000.
