-----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, Wmfu79A7YmTWDnd0BWsrH1m/kxhgPow0qZ79fdlZJbes1bHHsKqMiRxPa4Z7xqw4 lDL1+tUm9yK0cfDaVhsKPg== 0000950128-02-000619.txt : 20020814 0000950128-02-000619.hdr.sgml : 20020814 20020814153221 ACCESSION NUMBER: 0000950128-02-000619 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20020814 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020814 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: 033-35026 FILM NUMBER: 02735895 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 /PA/ DATE OF NAME CHANGE: 19930428 FORMER COMPANY: FORMER CONFORMED NAME: PNC FINANCIAL CORP /PA/ DATE OF NAME CHANGE: 19930412 FORMER COMPANY: FORMER CONFORMED NAME: PNC BANK CORP DATE OF NAME CHANGE: 19930505 8-K 1 j9578101e8vk.txt THE PNC FINANCIAL SERVICES GROUP, INC. UNITED STATES 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 AUGUST 14, 2002 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) THE PNC FINANCIAL SERVICES GROUP, INC. (Exact name of registrant as specified in its charter) COMMISSION FILE NUMBER 1-9718 PENNSYLVANIA 25-1435979 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ONE PNC PLAZA 249 FIFTH AVENUE PITTSBURGH, PENNSYLVANIA 15222-2707 (Address of principal executive offices, including zip code) (412) 762-1553 (Registrant's telephone number, including area code) (Former name or former address, if changed since last report) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) The exhibits listed on the Exhibit Index accompanying this Form 8-K are furnished herewith. ITEM 9. REGULATION FD DISCLOSURE On August 14, 2002, The PNC Financial Services Group, Inc. (the "Corporation") filed with the Securities and Exchange Commission ("Commission") its Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 accompanied by the certifications of James E. Rohr, Chairman and Chief Executive Officer, and Robert L. Haunschild, Senior Vice President and Chief Financial Officer, required pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Conformed copies of such certifications are attached hereto as Exhibits 99.1 and 99.2. In accordance with the Order issued by the Commission on June 27, 2002 ("Order Requiring the Filing of Sworn Statements Pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934," File No. 4-460), James E. Rohr, principal executive officer of the Corporation, and Robert L. Haunschild, principal financial officer of the Corporation, executed and delivered on August 14, 2002 for filing with the Commission their sworn written statements required by such Order. Conformed copies of such sworn written statements are attached hereto as Exhibits 99.3 and 99.4. 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. THE PNC FINANCIAL SERVICES GROUP, INC. (Registrant) Date: August 14, 2002 By: /s/ Robert L. Haunschild --------------------------------- Robert L. Haunschild Senior Vice President and Chief Financial Officer EXHIBIT INDEX
Number Description Method of Filing - ------ ----------- ---------------- 99.1 Certification of James E. Rohr pursuant to 18 U.S.C. Section 1350 Filed Herewith 99.2 Certification of Robert L. Haunschild pursuant to 18 U.S.C. Section 1350 Filed Herewith 99.3 Sworn written statement of James E. Rohr Filed Herewith 99.4 Sworn written statement of Robert L. Haunschild Filed Herewith
EX-99.1 3 j9578101exv99w1.txt SECTION 906 CERTIFICATION Exhibit 99.1 CERTIFICATION BY CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with The PNC Financial Services Group, Inc.'s (the Corporation) Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, James E. Rohr, Chairman and Chief Executive Officer of the Corporation, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge that: (1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation for the dates and periods covered by this Report. This certification is being made for the exclusive purpose of compliance by the chief executive officer of the Corporation with the requirements of Section 906 of the Sarbanes-Oxley Act of 2002, and may not be used by any person or for any reason other than as specifically required by law. /s/ James E. Rohr James E. Rohr Chairman and Chief Executive Officer August 14, 2002 EX-99.2 4 j9578101exv99w2.txt SECTION 906 CERTIFICATION Exhibit 99.2 CERTIFICATION BY THE CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with The PNC Financial Services Group, Inc.'s (the Corporation) Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Robert L. Haunschild, Senior Vice President and Chief Financial Officer of the Corporation, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best on my knowledge that: (1) The Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation for the dates and periods covered by this Report. This certification is being made for the exclusive purpose of compliance by the chief financial officer of the Corporation with the requirements of Section 906 of the Sarbanes-Oxley Act of 2002, and may not be used by any person or for any reason other than as specifically required by law. /s/ Robert L. Haunschild Robert L. Haunschild Senior Vice President and Chief Financial Officer August 14, 2002 EX-99.3 5 j9578101exv99w3.txt EXHIBIT 99.3 EXHIBIT 99.3 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, James E. Rohr, Chairman and Chief Executive Officer, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of The PNC Financial Services Group, Inc. (the "Company"), and, except as corrected or supplemented in a subsequent covered report: - no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - the Annual Report on Form 10-K of The PNC Financial Services Group, Inc. for the fiscal year ended December 31, 2001 filed with the Commission; - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of The PNC Financial Services Group, Inc., filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. /S/ James E. Rohr Subscribed and sworn to - --------------------------------- James E. Rohr before me this 14th day of August, 2002 Date: August 14, 2002 /s/ Jonathan A. Salzman - ---------------------- ------------------------- Notary Public My Commission Expires: October 31, 2005 ------------------------- [Embossed Notarial Seal] [Stamped Notarial Seal] EX-99.4 6 j9578101exv99w4.txt EXHIBIT 99.4 EXHIBIT 99.4 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Robert L. Haunschild, Senior Vice President and Chief Financial Officer, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of The PNC Financial Services Group, Inc. (the "Company"), and, except as corrected or supplemented in a subsequent covered report: - no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - the Annual Report on Form 10-K of The PNC Financial Services Group, Inc. for the fiscal year ended December 31, 2001 filed with the Commission; - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of The PNC Financial Services Group, Inc., filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. /s/ Robert L. Haunschild Subscribed and sworn to - --------------------------- Robert L. Haunschild before me this 14th day of August, 2002 Date: August 14, 2002 - ------------------------ /s/ Jonathan A. Salzman ------------------------- Notary Public My Commission Expires: October 31, 2005 ------------------------- [Embossed Notarial Seal] [Stamped Notarial Seal] -----END PRIVACY-ENHANCED MESSAGE-----