As filed with the Securities and Exchange Commission on November 25, 2003
Registration No. 333-[ ]
UNITED STATES 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) 762-2000
(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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William S. Demchak
Vice Chairman and Chief Financial Officer
The PNC Financial Services Group, Inc.
One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707
(412) 762-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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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 share (2) price (2) fee
------------------------- -------------- ---------------- ------------------ ------------
Common Stock, $5.00
Par Value (3) 20,000,000 (4) $52.96 $1,059,200,000.00 $85,689.28
(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 Award 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 November 19, 2003 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) 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, and to the shares registered under Form S-8
Registration Statement No. 333-53896. Shares issuable under the 1997
Long-Term Incentive Award Plan have been previously registered under
the Securities Act of 1933, of which 18,852,536 (including shares
relating to outstanding unexercised options) are being carried forward
pursuant to this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The purpose of this Registration Statement is to register an additional
20,000,000 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 3. INCORPORATION OF DOCUMENTS BY REFERENCE
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The following documents, each as filed by The PNC Financial Services
Group, Inc. (the "Corporation" or "PNC") with the Securities and Exchange
Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated herein by reference:
- PNC's Annual Report on Form 10-K for the year ended December 31, 2002, as
amended by Form 10-K/As filed May 15, 2003 and October 23, 2003;
- PNC's Quarterly Reports on Form l0-Q for the quarters ended March 31,
2003, June 30, 2003 and September 30, 2003;
- PNC's Current Reports on Form 8-K filed June 2, 2003, September 2, 2003,
September 15, 2003, September 29, 2003, October 1, 2003, October 16, 2003
and November 3, 2003; and
- The description of PNC Common Stock contained in the Form 8-A that was
filed by the Corporation in September 1987 and the Form 8-A filed on May
23, 2000.
The Corporation also incorporates by reference any additional documents,
other than information in such documents that the SEC allows us to furnish
rather than file and any other information that the SEC allows us not to
incorporate by reference, subsequently filed by the Corporation with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, and each
such document shall be a part of this Registration Statement from the respective
date of filing of each such document. These documents may include periodic
reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,
and Current Reports on Form 8-K, as well as Proxy Statements. Information in any
documents that the Corporation subsequently files with the SEC will
automatically update and replace the information previously filed with the
information incorporated by reference into this Registration Statement. Any
statement or information so modified or replaced shall not be deemed, except as
so modified or replaced, to be part of this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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Pursuant to Sections 1741-1743 of the Pennsylvania Business Corporation
Law of 1988 (Act of December 21, 1988, P.L. 1444) ("PA BCL"), PNC has the power
to indemnify its directors and officers against liabilities they may incur in
such capacities provided certain standards are met, including good faith and the
belief that the particular action is in, or not opposed to, the best interests
of the corporation and, with respect to a criminal proceeding, had no reasonable
cause to believe his or her conduct was unlawful. In general, this power to
indemnify does not exist in the case of actions against a director or officer by
or in the right of the corporation if the person entitled to indemnification
shall have been adjudged to be liable to the corporation unless and to the
extent that the person is adjudged to be fairly and reasonably entitled to
indemnity. A corporation is required to indemnify directors and officers against
expenses they may incur in defending actions against them in such capacities if
they are successful on the merits or otherwise in the defense of such actions.
Pursuant to Section 1745 of the PA BCL, PNC has the power to pay expenses
(including attorneys' fees) incurred by a director or officer in a proceeding in
advance of the final disposition of the proceeding upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount if it
is ultimately determined that he or she is not entitled to be indemnified by the
corporation.
Section 1746 of the PA BCL provides that the foregoing provisions shall
not be deemed exclusive of any other rights to which a person seeking
indemnification may be entitled under, among other things, any by-law provision,
provided that no indemnification may be made in any case where the act or
failure to act giving rise to the claim for indemnification is determined by a
court to have constituted willful misconduct or recklessness.
PNC's By-Laws generally provide for the mandatory indemnification of
directors and officers in accordance with and to the full extent permitted by
the laws of the Commonwealth of Pennsylvania as in effect at the time of such
indemnification and for mandatory advancement of expenses upon receipt of the
required undertaking. PNC's By-Laws also eliminate, to the maximum extent
permitted by the laws of the Commonwealth of Pennsylvania, the personal
liability of directors for monetary damages for any action taken, or any failure
to take any action as a director, except in any case such elimination is not
permitted by law. Section 18 of the Plan (Exhibit 99.1 of this Registration
Statement) also provides for indemnification of members of the Plan Committee.
PNC has purchased directors' and officers' liability insurance covering certain
liabilities that may be incurred by the Corporation's directors and officers in
connection with the performance of their duties.
ITEM 8. EXHIBITS
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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. Incorporated document references to filings by the Registrant are
to SEC File No. 1-9718.
Exhibit 4.1 Articles of Incorporation of the Registrant, as amended and restated as of
April 24, 2001, are incorporated by reference to Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31,
2001.
Exhibit 4.2 By-Laws of the Registrant, as amended and restated, are incorporated by
reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 2002, as amended.
Exhibit 4.3 Rights Agreement between the Registrant and The Chase Manhattan Bank dated
May 15, 2000, which includes the form of Right Certificate as Exhibit B and
the Summary of Rights to Purchase Preferred Shares as Exhibit C, is
incorporated by reference to Exhibit 1 to the Registrant's Report on Form 8-A
filed May 23, 2000.
Exhibit 4.4 First Amendment to Rights Agreement between the Registrant, The Chase
Manhattan Bank, and Computershare Investor Services, LLC dated January 1,
2003 is incorporated by reference to Exhibit 4.8 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 2002, as amended.
Exhibit 23.1 Consent of Deloitte & Touche LLP, independent auditors for the Registrant, is
filed herewith.
Exhibit 23.2 Consent of Ernst & Young LLP, former independent auditors for the Registrant,
is filed herewith.
Exhibit 24 Power of Attorney is filed herewith.
Exhibit 99.1 The PNC Financial Services Group, Inc. 1997 Long-Term Incentive Award Plan,
as amended, is incorporated by reference to Exhibit 10.5 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 2002, as amended.
SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, 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 November
25, 2003.
THE PNC FINANCIAL SERVICES GROUP,
INC.
By: /s/ Samuel R. Patterson
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Samuel R. Patterson
Controller
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
* Chairman, Chief Executive Officer and November 25, 2003
---------------------------------------- Director (Principal Executive Officer)
James E. Rohr
* Vice Chairman and Chief Financial Officer November 25, 2003
---------------------------------------- (Principal Financial Officer)
William S. Demchak
/s/ Samuel R. Patterson Controller (Principal Accounting Officer) November 25, 2003
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Samuel R. Patterson
* Director November 25, 2003
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Paul W. Chellgren
* Director November 25, 2003
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Robert N. Clay
* Director November 25, 2003
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J. Gary Cooper
* Director November 25, 2003
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George A. Davidson, Jr.
* Director November 25, 2003
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Richard B. Kelson
* Director November 25, 2003
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Bruce C. Lindsay
* Director November 25, 2003
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Anthony A. Massaro
* Director November 25, 2003
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Thomas H. O'Brien
* Director November 25, 2003
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Jane G. Pepper
* Director November 25, 2003
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Lorene K. Steffes
* Director November 25, 2003
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Dennis F. Strigl
* Director November 25, 2003
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Stephen G. Thieke
* Director November 25, 2003
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Thomas J. Usher
* Director November 25, 2003
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Milton A. Washington
* Director November 25, 2003
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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
INDEX TO EXHIBITS
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Exhibit 4.1 Articles of Incorporation of the Registrant, as amended and restated as of
April 24, 2001, are incorporated by reference to Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31,
2001.
Exhibit 4.2 By-Laws of the Registrant, as amended and restated, are incorporated by
reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 2002, as amended.
Exhibit 4.3 Rights Agreement between the Registrant and The Chase Manhattan Bank dated
May 15, 2000, which includes the form of Right Certificate as Exhibit B and
the Summary of Rights to Purchase Preferred Shares as Exhibit C, is
incorporated by reference to Exhibit 1 to the Registrant's Report on Form 8-A
filed May 23, 2000.
Exhibit 4.4 First Amendment to Rights Agreement between the Registrant, The Chase
Manhattan Bank, and Computershare Investor Services, LLC dated January 1,
2003 is incorporated by reference to Exhibit 4.8 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 2002, as amended.
Exhibit 23.1 Consent of Deloitte & Touche LLP, independent auditors for the Registrant, is
filed herewith.
Exhibit 23.2 Consent of Ernst & Young LLP, former independent auditors for the Registrant,
is filed herewith.
Exhibit 24 Power of Attorney is filed herewith.
Exhibit 99.1 The PNC Financial Services Group, Inc. 1997 Long-Term Incentive Award Plan,
as amended, is incorporated by reference to Exhibit 10.5 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 2002, as amended.