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
FEBRUARY 10, 2005
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 001-09718
PENNSYLVANIA 25-1435979
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
ONE PNC PLAZA
249 FIFTH AVENUE
PITTSBURGH, PENNSYLVANIA 15222-2707
(Address of principal executive offices, including zip code)
(412) 762-2000
(Registrant's telephone number, including area code)
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:
[ X ] 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 10, 2005, The PNC Financial Services Group, Inc. ("PNC") and
Riggs National Corporation ("Riggs") amended and restated the Agreement and
Plan of Merger, dated July 16, 2004, between PNC and Riggs. A copy of the
Amended and Restated Agreement and Plan of Merger is attached hereto as
Exhibit 2.1.
The Amended and Restated Agreement and Plan of Merger, which is
substantially similar to the original agreement, values each share of Riggs
common stock at approximately $20.00 based on PNC's closing NYSE stock price
of $54.58 on February 7, 2005. The aggregate consideration is composed of a
fixed number of approximately 6.4 million shares of PNC common stock and $286
million in cash in exchange for all 31.8 million Riggs common shares
outstanding, subject to adjustment. Riggs stock options, currently with an
aggregate in-the-money value of approximately $16 million, will be cashed out
prior to closing, if not exercised.
The transaction is expected to close as soon as possible, and either
party may terminate the agreement after May 31, 2005 if the transaction has
not closed. The merger remains subject to customary closing conditions,
including regulatory approvals, the approval of Riggs shareholders, and the
receipt of exemptions from the Department of Labor and the SEC to mitigate
the potential business impact of Riggs Bank's plea agreement with the
Department of Justice. The exemption sought from the Department of Labor
would allow Riggs and PNC to retain "qualified professional asset manager"
status. The exemption sought from the Securities and Exchange Commission
would allow PNC to continue to advise registered mutual funds under Section 9
of the Investment Company Act of 1940, notwithstanding Riggs Bank's guilty
plea with the Department of Justice. Mr. Joe L. Allbritton's agreement to
vote 24.6% of the outstanding shares of Riggs in favor of the transaction
remains applicable.
A press release regarding the foregoing is attached hereto as Exhibit
99.1.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
2.1 Amended and Restated Agreement and Plan of Merger,
dated as of February 10, 2005, between The PNC
Financial Services Group, Inc. and Riggs National
Corporation.
99.1 Joint Press Release of The PNC Financial Services
Group, Inc. and Riggs National Corporation, dated
February 10, 2005.
EXHIBIT INDEX
Exhibit Number Description of Exhibits
2.1 Amended and Restated Agreement and Plan of Merger,
dated as of February 10, 2005, between The PNC
Financial Services Group, Inc. and Riggs National
Corporation
99.1 Joint Press Release of The PNC Financial Services
Group, Inc. and Riggs National Corporation, dated
February 10, 2005
SIGNATURE
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 hereunto duly authorized.
THE PNC FINANCIAL SERVICES GROUP, INC.
(REGISTRANT)
By: /s/ Samuel R. Patterson
---------------------------------
Samuel R. Patterson
Date: February 11, 2005 CONTROLLER