-----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, L1/1PLNIlLr0iBuY9zg8dKkPo/ZzeduDgGPQqBUMNod+Vrfy0q2Ewy1JekoOdlV6 q9Sd7Ylnj4yp4hdxf+0ZVQ== 0000950128-01-000031.txt : 20010123 0000950128-01-000031.hdr.sgml : 20010123 ACCESSION NUMBER: 0000950128-01-000031 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010117 EFFECTIVENESS DATE: 20010117 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: S-8 SEC ACT: SEC FILE NUMBER: 333-53806 FILM NUMBER: 1509919 BUSINESS ADDRESS: STREET 1: ONE PNC PLAZA STREET 2: 249 FIFTH AVE CITY: PITTSBURGH STATE: PA ZIP: 15265 BUSINESS PHONE: 4127621553 MAIL ADDRESS: STREET 1: ONE PNC PLAZA STREET 2: FIFTH AVENUE & WOOD STREET CITY: PITTSBURGH STATE: PA ZIP: 15265 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 DATE OF NAME CHANGE: 19920703 S-8 1 j8599001s-8.txt THE PNC FINANCIAL SERVICES GROUP, INC. FORM S-8 1 As filed with the Securities and Exchange Commission on January 17, 2001 Registration No. 333- 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. 1997 LONG-TERM INCENTIVE AWARD PLAN (Full title of the plan) ---------------- 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) offering price aggregate offering registration per unit (2) price (2) fee - ----------------------------------------------------------------------------------------------------------- Common Stock, $5.00 Par Value (3) 22,000,000 (4) $70.0625 $1,541,375,000.00 $385,343.75 - -----------------------------------------------------------------------------------------------------------
(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. 2 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. 3 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 ---------------------------------- 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:
SIGNATURE TITLE DATE * 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 - ---------------------------------------- Samuel R. Patterson
4 * Chairman and Director January 17, 2001 - ---------------------------------------- Thomas H. O'Brien * Vice Chairman and Director January 17, 2001 - ---------------------------------------- Walter E. Gregg, Jr. * Director January 17, 2001 - ---------------------------------------- Paul W. Chellgren * Director January 17, 2001 - ---------------------------------------- Robert N. Clay * Director January 17, 2001 - ---------------------------------------- Thomas A. Corcoran * Director January 17, 2001 - ---------------------------------------- David F. Girard-diCarlo * Director January 17, 2001 - ---------------------------------------- William R. Johnson * Director January 17, 2001 - ---------------------------------------- Bruce C. Lindsay * Director January 17, 2001 - ---------------------------------------- W. Craig McClelland
5 * Director January 17, 2001 - ---------------------------------------- Jane G. Pepper * Director January 17, 2001 - ---------------------------------------- Jackson H. Randolph * Director January 17, 2001 - ---------------------------------------- Roderic H. Ross * Director January 17, 2001 - ---------------------------------------- Lorene K. Steffes * Director January 17, 2001 - ---------------------------------------- Thomas J. Usher * Director January 17, 2001 - ---------------------------------------- Milton A. Washington * Director January 17, 2001 - ---------------------------------------- Helge H. Wehmeier *By: /s/ Karen M. Barrett -------------------- Karen M. Barrett, Attorney-in-Fact, pursuant to Powers of Attorney filed herewith
6 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. EX-5 2 j8599001ex5.txt OPINION OF KAREN M. BARRETT 1 EXHIBIT 5 January 16, 2001 The PNC Financial Services Group, Inc. 249 Fifth Avenue Pittsburgh, PA 15222-2707 Re: The PNC Financial Services Group, Inc. Common Stock, $5.00 par value 22,000,000 shares The PNC Financial Services Group, Inc. 1997 Long-Term Incentive Plan, as amended (the "Plan") Ladies and Gentlemen: This opinion is being submitted in connection with a Registration Statement on Form S-8 (the "Registration Statement") being filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, in respect of 22,000,000 shares of the Common Stock, par value $5.00 per share, of The PNC Financial Services Group, Inc. (the "Common Stock" and the "Company," respectively). I have examined and am familiar with the Restated Articles of Incorporation and the By-Laws, both as amended, of the Company, a Pennsylvania corporation. I am of the opinion that the Company is a duly organized and validly existing corporation under the laws of the Commonwealth of Pennsylvania. I am further of the opinion that the corporate proceedings to authorize the issuance of 22,000,000 shares of Common Stock for use under the Plan have been duly taken in accordance with the applicable law, and that said 22,000,000 shares of Common Stock have been duly authorized for issuance. In addition, I am of the opinion that the 22,000,000 shares reserved, when issued as provided in the Plan and the corporate proceedings related thereto, will be legally issued, fully paid and nonassessable. 2 I know that I am referred to in the Registration Statement relating to the Common Stock to be issued pursuant to the Plan, and I hereby consent to such use of my name in such Registration Statement and to the use of this opinion for filing as an exhibit to such Registration Statement as Exhibit 5 thereto. Very truly yours, /s/ Karen M. Barrett -------------------------------------- Karen M. Barrett, Senior Counsel, The PNC Financial Services Group, Inc. EX-23.2 3 j8599001ex23-2.txt CONSENT OF ERNST & YOUNG 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-_____) pertaining to The PNC Financial Services Group, Inc. 1997 Long-Term Incentive Award Plan of our report dated January 20, 2000, with respect to the consolidated financial statements of The PNC Financial Services Group, Inc. incorporated by reference in its Annual Report on Form 10-K for the year ended December 31, 1999, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP January 12, 2001 Pittsburgh, Pennsylvania EX-24 4 j8599001ex24.txt POWERS OF ATTORNEY 1 EXHIBIT 24 POWER OF ATTORNEY THE PNC FINANCIAL SERVICES GROUP, INC. 1997 LONG-TERM INCENTIVE AWARD PLAN Each of the undersigned directors and/or officers of The PNC Financial Services Group, Inc. ("PNC"), a Pennsylvania corporation, hereby names, constitutes and appoints Walter E. Gregg, Jr., Karen M. Barrett and Thomas R. Moore, and each of them individually, with full power to act without the others and with full power of substitution and resubstitution, the undersigned's true and lawful attorney-in-fact and agent to execute for the undersigned and in his or her name, place and stead, in any and all capacities, the Registration Statement on Form S-8 (or other appropriate form) to be filed for the offering of shares of PNC common stock in connection with the above-referenced plan, and any successor plan or plans, and any and all amendments (including post-effective amendments) to such registration statement, and any subsequent registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulating body, hereby granting to said attorneys-in-fact and agents, and each of them acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as the undersigned might or could do in person; And each of the undersigned hereby ratifies and confirms all that any said attorney-in-fact and agent, or any substitute, lawfully does or causes to be done by virtue hereof. IN WITNESS WHEREOF, the following persons have duly signed this Power of Attorney this 4th day of January, 2001. Name/Signature Capacity /s/ James E. Rohr President, Chief Executive Officer - ----------------------------------- and Director James E. Rohr /s/ Thomas H. O'Brien Chairman and Director - ----------------------------------- Thomas H. O'Brien /s/ Paul W. Chellgren Director - ----------------------------------- Paul W. Chellgren 2 /s/ Robert N. Clay Director - ----------------------------------- Robert N. Clay /s/ George A. Davidson, Jr. Director - ----------------------------------- George A. Davidson, Jr. /s/ David F. Girard-diCarlo Director - ----------------------------------- David F. Girard-diCarlo /s/ Walter E. Gregg, Jr. Vice Chairman and Director - ----------------------------------- Walter E. Gregg, Jr. /s/ Robert L. Haunschild Senior Vice President and - ----------------------------------- Chief Financial Officer Robert L. Haunschild /s/ Bruce C. Lindsay Director - ----------------------------------- Bruce C. Lindsay /s/ Samuel R. Patterson Controller (Principal Accounting - ----------------------------------- Officer) Samuel R. Patterson /s/ Jane G. Pepper Director - ----------------------------------- Jane G. Pepper /s/ Jackson H. Randolph Director - ----------------------------------- Jackson H. Randolph Roderic H. Ross Director - ----------------------------------- Roderic H. Ross /s/ Lorene K. Steffes Director - ----------------------------------- Lorene K. Steffes 3 /s/ Thomas J. Usher Director - ----------------------------------- Thomas J. Usher /s/ Milton A. Washington Director - ----------------------------------- Milton A. Washington /s/ Helge H. Wehmeier Director - ----------------------------------- Helge H. Wehmeier 4 POWER OF ATTORNEY THE PNC FINANCIAL SERVICES GROUP, INC. 1997 LONG-TERM INCENTIVE AWARD PLAN The undersigned director of The PNC Financial Services Group, Inc. ("PNC"), a Pennsylvania corporation, hereby names, constitutes and appoints Walter E. Gregg, Jr., Karen M. Barrett and Thomas R. Moore, and each of them individually, with full power to act without the others and with full power of substitution and resubstitution, the undersigned's true and lawful attorney-in-fact and agent to execute for the undersigned and in his name, place and stead, in any and all capacities, the Registration Statement on Form S-8 (or other appropriate form) to be filed for the offering of shares of PNC common stock in connection with the above-referenced plan, and any successor plan or plans, and any and all amendments (including post-effective amendments) to such registration statement, and any subsequent registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulating body, hereby granting to said attorneys-in-fact and agents, and each of them acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as the undersigned might or could do in person; And the undersigned hereby ratifies and confirms all that any said attorney-in-fact and agent, or any substitute, lawfully does or causes to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has duly signed this Power of Attorney this 10th day of January, 2001. Name/Signature Capacity - -------------- -------- /s/ W. Craig McClelland Director - ----------------------------------- W. Craig McClelland 5 POWER OF ATTORNEY THE PNC FINANCIAL SERVICES GROUP, INC. 1997 LONG-TERM INCENTIVE AWARD PLAN The undersigned director of The PNC Financial Services Group, Inc. ("PNC"), a Pennsylvania corporation, hereby names, constitutes and appoints Walter E. Gregg, Jr., Karen M. Barrett and Thomas R. Moore, and each of them individually, with full power to act without the others and with full power of substitution and resubstitution, the undersigned's true and lawful attorney-in-fact and agent to execute for the undersigned and in his name, place and stead, in any and all capacities, the Registration Statement on Form S-8 (or other appropriate form) to be filed for the offering of shares of PNC common stock in connection with the above-referenced plan, and any successor plan or plans, and any and all amendments (including post-effective amendments) to such registration statement, and any subsequent registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulating body, hereby granting to said attorneys-in-fact and agents, and each of them acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as the undersigned might or could do in person; And the undersigned hereby ratifies and confirms all that any said attorney-in-fact and agent, or any substitute, lawfully does or causes to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has duly signed this Power of Attorney this 9th day of January, 2001. Name/Signature Capacity - -------------- -------- /s/ William R. Johnson Director - ----------------------------------- William R. Johnson 6 POWER OF ATTORNEY THE PNC FINANCIAL SERVICES GROUP, INC. 1997 LONG-TERM INCENTIVE AWARD PLAN The undersigned director of The PNC Financial Services Group, Inc. ("PNC"), a Pennsylvania corporation, hereby names, constitutes and appoints Walter E. Gregg, Jr., Karen M. Barrett and Thomas R. Moore, and each of them individually, with full power to act without the others and with full power of substitution and resubstitution, the undersigned's true and lawful attorney-in-fact and agent to execute for the undersigned and in his name, place and stead, in any and all capacities, the Registration Statement on Form S-8 (or other appropriate form) to be filed for the offering of shares of PNC common stock in connection with the above-referenced plan, and any successor plan or plans, and any and all amendments (including post-effective amendments) to such registration statement, and any subsequent registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulating body, hereby granting to said attorneys-in-fact and agents, and each of them acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as the undersigned might or could do in person; And the undersigned hereby ratifies and confirms all that any said attorney-in-fact and agent, or any substitute, lawfully does or causes to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has duly signed this Power of Attorney this 10th day of January, 2001. Name/Signature Capacity - -------------- -------- /s/ Thomas A. Corcoran Director - ----------------------------------- Thomas A. Corcoran -----END PRIVACY-ENHANCED MESSAGE-----