-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NHwDt0cW/vQtrqXCxYr/Uor6vxtClXkFmv0UvGQwyIe/FYKpGo9y/CjFSISdd3dI ZtuXiOmXGtEKm6+XrTUe1A== 0000898822-07-000372.txt : 20070308 0000898822-07-000372.hdr.sgml : 20070308 20070308123941 ACCESSION NUMBER: 0000898822-07-000372 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070302 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070308 DATE AS OF CHANGE: 20070308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PNC FINANCIAL SERVICES GROUP INC CENTRAL INDEX KEY: 0000713676 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 251435979 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09718 FILM NUMBER: 07680036 BUSINESS ADDRESS: STREET 1: ONE PNC PLAZA STREET 2: 249 FIFTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 412-762-2000 MAIL ADDRESS: STREET 1: ONE PNC PLAZA STREET 2: 249 FIFTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER COMPANY: FORMER CONFORMED NAME: PNC BANK CORP DATE OF NAME CHANGE: 19930505 FORMER COMPANY: FORMER CONFORMED NAME: PNC BANK CORP /PA/ DATE OF NAME CHANGE: 19930428 FORMER COMPANY: FORMER CONFORMED NAME: PNC FINANCIAL CORP /PA/ DATE OF NAME CHANGE: 19930412 8-K 1 pnc8kmarch8.htm 8-K pnc8kmarch8.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 2, 2007

THE PNC FINANCIAL SERVICES GROUP, INC.

(Exact name of Registrant as Specified in Charter)

Pennsylvania   001-09718   25-1435979
(State or Other Jurisdiction   (Commission File Number)   (IRS Employer
of Incorporation)       Identification Number)

One PNC Plaza    
249 Fifth Avenue    
Pittsburgh, Pennsylvania   15222-2707
(Address of Principal Executive Offices)   (Zip Code)
 
                     Registrant’s telephone number, including area code: (412) 762-2000

Not Applicable

(Former Name or Former Address,
If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

¨     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

¨     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))


Item 2.01 Completion of Acquisition or Disposition of Assets.

     On March 2, 2007 at 11:59 p.m., pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of October 8, 2006 (the “Merger Agreement”), between Mercantile Bankshares Corporation (“Mercantile”) and The PNC Financial Services Group, Inc. (“PNC”), Mercantile and PNC completed the merger (the “Merger”) in which Mercantile merged with and into PNC, with PNC as the surviving corporation.

     Pursuant to the Merger Agreement, each share of Mercantile common stock outstanding at the effective time of the Merger was converted into the right to receive 0.4184 of a share of PNC common stock and $16.45 in cash, without interest, (collectively, “the Merger Consideration”). Each outstanding option to purchase shares of Mercantile common stock, whether vested or not, was cancelled at the effective time of the Merger in exchange for the right to receive a lump sum cash payment equal to the excess of the cash equivalent of the Merger Consideration over the exercise price per share of the option, subject to the terms of the Merger Agreement. Each outstanding restricted share and restricted stock unit of Mercantile common stock, whether vested or not, was cancelled at the effective time of the merger and converted into the right to receive, without restrictions, the Merger Consideration. Each phantom stock unit with respect to Mercantile common stock ceased to represent rights with respect to Mercantile common stock at the time of the Merger and was converted into the right to receive either the cash equivalent of the Merger Consideration, the Merger Consideration, or a number of phantom stock units of PNC based on the implied exchange ratio in the Merger, subject to the terms of the Merger Agreement. PNC will pay an aggregate of approximately $6 billion in PNC common stock and cash to Mercantile stockholders.

     This description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this report and is incorporated herein by reference.

  Item 9.01 Financial Statements and Exhibits.

  (d) Exhibits

  The following exhibits are filed herewith:

Exhibit No.   Description of Exhibit

 
2.1   Agreement and Plan of Merger, dated as of October 8, 2006, between Mercantile Bankshares Corporation and The PNC 
    Financial Services Group, Inc. (incorporated by reference from PNC’s Current Report on Form 8-K filed on October 10, 2006).
   
   

-2-


SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: March 8, 2007

  THE PNC FINANCIAL SERVICES GROUP, INC.
        /s/ Samuel R. Patterson                                
                                                                                              Name: Samuel R. Patterson
  Title:   Controller

-3-


EXHIBIT INDEX

Exhibit No.   Description of Exhibit

 
2.1   Agreement and Plan of Merger, dated as of October 8, 2006, between Mercantile Bankshares Corporation and The PNC 
    Financial Services Group, Inc. (incorporated by reference from PNC’s Current Report on Form 8-K filed on October 10, 2006).
     
   


-----END PRIVACY-ENHANCED MESSAGE-----