AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 29, 2005
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE PNC FINANCIAL SERVICES GROUP, INC.
(Exact name of Registrant as Specified in Its Charter)
PENNSYLVANIA 25-1435979
(State or Other (I.R.S. Employer
Jurisdiction of Identification Number)
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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RICHARD J. JOHNSON
SENIOR VICE PRESIDENT 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)
COPY TO:
NICHOLAS G. DEMMO, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1381
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
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If this Form is a registration statement pursuant to General Instruction I.D.
or a post-effective amendment thereto that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. /X/
If this Form is post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities
Act, check the following box. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT TO MAXIMUM MAXIMUM
BE OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES REGISTERED PRICE OFFERING REGISTRATION
TO BE REGISTERED (2) PER SHARE PRICE(3) FEE
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Common Stock, $5.00 par value (1)... 701,622 N/A $45,016,067.52 $4,816.72
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(1) Each share of common stock includes a Preferred Share Purchase Right
pursuant to Registrant's Rights Agreement. Prior to the occurrence of
certain events, none of which have occurred as of the date hereof, the
Preferred Share Purchase Rights will not be exercisable or evidenced
separately from the common stock.
(2) This registration statement relates to the resale by the selling
shareholders named herein of the shares of common stock listed above.
Pursuant to Rule 416 under the Securities Act, the shares being
registered hereunder include such indeterminate number of shares of
common stock as may be issuable with respect to the shares being
registered hereunder as a result of stock splits, stock dividends or
similar transactions.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Section 457(c) of the Securities Act, as amended. The
proposed maximum aggregate offering price is based on the number of
shares of common stock listed above and $64.16, the average of the
high and low sales prices per share of The PNC Financial Services
Group, Inc. common stock as reported on The New York Stock Exchange on
December 23, 2005.
THE PNC FINANCIAL SERVICES GROUP, INC.
COMMON STOCK
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This prospectus relates to 701,622 shares of common stock of The PNC
Financial Services Group, Inc. that may be offered for sale from time to time by
some of our current shareholders. The selling shareholders acquired the shares
of PNC common stock that may be offered and sold under this prospectus in
connection with our acquisition of Harris Williams & Co., a leading mergers and
acquisitions advisor to middle market companies.
The selling shareholders will receive all of the proceeds from the sale of
shares under this prospectus; we will not receive any proceeds from those sales.
After registration, the selling shareholders may sell the shares of common
stock at various times and in various types of transactions, including sales in
the open market, sales in negotiated transactions and sales by a combination of
these methods. The shares of common stock may be sold at the market price at the
time of such sale, at prices relating to the market price over a period of time
or at prices negotiated with the buyers of the shares.
Our common stock is listed on the New York Stock Exchange under the symbol
"PNC." On December 28, 2005, the closing price of our common stock on the New
York Stock Exchange was $62.99 per share.
These securities are not savings or deposit accounts or other obligations
of any bank, and they are not insured by the Federal Deposit Insurance
Corporation or any other insurer or governmental agency.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES
COMMISSION, NOR ANY OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR DETERMINED WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS DECEMBER 29, 2005.
TABLE OF CONTENTS
PAGE
ABOUT THIS PROSPECTUS.................................................... 3
WHERE YOU CAN FIND MORE INFORMATION...................................... 3
INCORPORATED DOCUMENTS................................................... 4
CAUTIONARY STATEMENT REGARDING FORWARD-
LOOKING INFORMATION...................................................... 5
THE PNC FINANCIAL SERVICES GROUP, INC.................................... 7
SELLING SHAREHOLDERS; PLAN OF DISTRIBUTION............................... 7
USE OF PROCEEDS.......................................................... 10
INDEMNIFICATION PROVISIONS............................................... 10
LEGAL OPINIONS........................................................... 11
EXPERTS.................................................................. 11
2
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission using a "shelf" registration process. Under
this shelf process, the selling shareholders may from time to time sell the
shares of PNC common stock described in this prospectus.
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not, and the selling shareholders have
not, authorized anyone to provide you with information different from that
contained in this prospectus. The selling shareholders are offering to sell, and
seeking offers to buy, shares of our common stock only in jurisdictions where it
is lawful to do so. The information in this prospectus is accurate only as of
the date of this prospectus, regardless of the time of delivery of this
prospectus or any sale of our common stock. Neither the delivery of this
prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in our affairs since the date of
this prospectus or that the information contained or incorporated by reference
in this prospectus or any accompanying prospectus supplement is correct as of
any time subsequent to the date of such information.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement with the Securities and Exchange
Commission, or SEC, under the Securities Act of 1933, as amended, that registers
the offer and sale of PNC common stock by the selling shareholders. This
prospectus constitutes part of the registration statement. The registration
statement, including the exhibits and schedules attached to the registration
statement and the information incorporated by reference, contains additional
relevant information about us and the securities not included in this
prospectus. The rules and regulations of the SEC allow us to omit from this
prospectus certain information included in the registration statement. In
addition, PNC files annual, quarterly and current reports, proxy statements and
other information with the SEC.
You may read and copy this information and the registration statement at
the SEC's Public Reference Room, located at 100 F Street, N.E., Room 1580,
Washington, D.C. 20549. You may also obtain copies of this information by mail
from the Public Reference Section of the SEC, 100 F Street, N.E., Room 1580,
Washington, D.C. 20549, at prescribed rates. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 800-SEC-0330.
The SEC also maintains an Internet worldwide web site that contains
reports, proxy statements and other information about issuers of securities,
like us, who file such material electronically with the SEC. The address of that
web site is http://www.sec.gov. You also can inspect such reports, proxy
statements and other information about us at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005. Our common stock and
certain series of our preferred stock are listed on the New York Stock Exchange.
3
INCORPORATED DOCUMENTS
The SEC allows us to "incorporate by reference" into this prospectus. This
means that we can disclose important information to you by referring you to
another document filed separately with the SEC. The information incorporated is
considered part of this prospectus, except for any information that is
superseded by information that is included in this document or in a later filed
document.
This prospectus incorporates by reference the documents listed below that
PNC previously filed with the SEC. They contain important information about us.
COMPANY SEC FILINGS PERIOD
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Annual Report on Form 10-K Year ended December 31, 2004 (as updated by
our Current Report on Form 8-K filed on
December 29, 2005)
Quarterly Report on Form 10-Q Periods ended March 31, 2005, June 30, 2005
and September 30, 2005
Current Reports on Form 8-K Date of event: February 10, 2005, February
15, 2005, March 10, 2005, April 26, 2005,
July 19, 2005, August 25, 2005, December 9,
2005, December 14, 2005 and December 28,
2005 (the Current Report dated December 28,
2005 updates the historical financial
statements and related notes included in our
Annual Report on Form 10-K for the fiscal
year ended December 31, 2004 to reflect
updated business segment reporting
disclosures)
The description of PNC common
stock set forth in the
registration statement on
Form 8-A filed pursuant to
Section 12 of the Exchange Act,
including any amendment or report
filed with the SEC for the purpose
of updating this description.
The description of the rights
agreement, contained in a
registration statement on Form
8-A filed pursuant to Section
12 of the Exchange Act, including
any amendment or report filed
with the SEC for the purpose of
updating this description.
We also incorporate by reference additional documents that we file with the
SEC pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange
Act of 1934 between the date of this prospectus and the termination of this
offering. Any report, document or portion thereof that is furnished to, but not
filed with, the SEC is not incorporated by reference.
You can obtain any of the documents incorporated by reference in this
prospectus from us without charge, excluding any exhibits to those documents
unless the exhibit is specifically incorporated by reference in the document.
You can obtain documents incorporated by reference by requesting them from us,
either orally or in writing. Requests for such documents should be directed to:
Computershare Investor Services, LLC, P.O. Box 3504, Chicago, Illinois
60690-3504, or via email at web.queries@computershare.com, or by calling
800-982-7652. You can also obtain these documents on or through our Internet
website at www.pnc.com, and from the sources referenced above under "Where You
Can Find More Information."
4
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
We make statements in this prospectus, in accompanying prospectus
supplements, if any, and in the SEC filings incorporated by reference into this
prospectus regarding our outlook or expectations for earnings, revenues,
expenses and/or other matters regarding or affecting PNC that are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act. Forward-looking statements are typically identified by
words such as "believe," "expect," "anticipate," "intend," "outlook,"
"estimate," "forecast," "project" and other similar words and expressions.
Forward-looking statements are subject to numerous assumptions, risks and
uncertainties, which change over time. Forward-looking statements speak only as
of the date they are made. We do not assume any duty and do not undertake to
update our forward-looking statements. Actual results or future events could
differ, possibly materially, from those that we anticipated in our
forward-looking statements, and future results could differ materially from our
historical performance.
In addition to factors that we disclose elsewhere in this prospectus, in
accompanying prospectus supplements and in our SEC filings incorporated by
reference into this prospectus, our forward-looking statements are subject to,
among others, the following risks and uncertainties, which could cause actual
results or future events to differ materially from those that we anticipated in
our forward-looking statements or from our historical performance:
o changes in political, economic or industry conditions, the interest
rate environment, or the financial and capital markets (including as a
result of actions of the Federal Reserve Board affecting interest
rates, the money supply, or otherwise reflecting changes in monetary
policy), which could affect: (a) credit quality and the extent of our
credit losses; (b) the extent of funding of our unfunded loan
commitments and letters of credit; (c) our allowances for loan and
lease losses and unfunded loan commitments and letters of credit; (d)
demand for our credit or fee-based products and services; (e) our net
interest income; (f) the value of assets under management and assets
serviced, of private equity investments, of other debt and equity
investments, of loans held for sale, or of other on-balance sheet or
off-balance sheet assets; or (g) the availability and terms of funding
necessary to meet our liquidity needs;
o the impact on us of legal and regulatory developments, including the
following: (a) the resolution of legal proceedings or regulatory and
other governmental inquiries; (b) increased litigation risk from
recent regulatory and other governmental developments; (c) the results
of the regulatory examination process, our failure to satisfy the
requirements of agreements with governmental agencies, and regulators'
future use of supervisory and enforcement tools; (d) legislative and
regulatory reforms, including changes to tax laws; and (e) changes in
accounting policies and principles, with the impact of any such
developments possibly affecting our ability to operate our businesses
or our financial condition or results of operations or our reputation,
which in turn could have an impact on such matters as business
generation and retention, our ability to attract and retain
management, liquidity and funding;
5
o the impact on us of changes in the nature and extent of our
competition;
o the introduction, withdrawal, success and timing of our business
initiatives and strategies;
o customer acceptance of our products and services, and our customers
borrowing, repayment, investment and deposit practices;
o the impact on us of changes in the extent of customer or counterparty
delinquencies, bankruptcies or defaults, which could affect, among
other things, credit and asset quality risk and our provision for
credit losses;
o the ability to identify and effectively manage risks inherent in our
businesses;
o how we choose to redeploy available capital, including the extent and
timing of any share repurchases and acquisitions or other investments
in our businesses;
o the impact, extent and timing of technological changes, the adequacy
of intellectual property protection, and costs associated with
obtaining rights in intellectual property claimed by others;
o the timing and pricing of any sales of loans or other financial assets
held for sale;
o our ability to obtain desirable levels of insurance and to
successfully submit claims under applicable insurance policies;
o the relative and absolute investment performance of assets under
management; and
o the extent of terrorist activities and international hostilities,
increases or continuations of which may adversely affect the economy
and financial and capital markets generally or us specifically.
In addition, we grow our business from time to time by acquiring other
financial services companies. Acquisitions in general present us with a number
of risks and uncertainties related both to the acquisition transactions
themselves and to the integration of the acquired businesses into PNC after
closing. In particular, acquisitions may be substantially more expensive to
complete (including the integration of the acquired company) and the anticipated
benefits, including anticipated cost savings and strategic gains, may be
significantly harder or take longer to achieve than expected. As a regulated
financial institution, our pursuit of attractive acquisition opportunities could
be negatively impacted due to regulatory delays or other regulatory issues.
Regulatory and/or legal issues of an acquired business may cause reputational
harm to PNC following the acquisition and integration of the acquired business
into ours and may result in additional future costs and expenses arising as a
result of those issues. Recent acquisitions, including our acquisition of Riggs
National Corporation, continue to present the integration and other post-closing
risks and uncertainties described above.
6
Also, risks and uncertainties that could affect the results anticipated in
forward-looking statements or from historical performance relating to our
majority-owned subsidiary, BlackRock, Inc., are discussed in more detail in
BlackRock's filings with the SEC, accessible on the SEC's website and
BlackRock's website at www.blackrock.com.
THE PNC FINANCIAL SERVICES GROUP, INC.
IN THIS PROSPECTUS, REFERENCES TO PNC, "WE" AND "US" REFER TO THE PNC
FINANCIAL SERVICES GROUP, INC. AND, WHERE APPLICABLE, ITS SUBSIDIARIES ON A
CONSOLIDATED BASIS.
PNC is a bank holding company registered under the Bank Holding Company
Act of 1956, as amended, and a financial holding company under the
Gramm-Leach-Bliley Act. PNC was incorporated under Pennsylvania law in 1983 with
the consolidation of Pittsburgh National Corporation and Provident National
Corporation. Since 1983, PNC has diversified its geographic presence, business
mix and product capabilities through strategic bank and nonbank acquisitions and
the formation of various nonbanking subsidiaries.
PNC is one of the largest diversified financial services companies in the
United States, operating businesses engaged in consumer banking, institutional
banking, asset management and global fund processing services. PNC operates
directly and through numerous subsidiaries, providing many of our products and
services nationally and others in our primary geographic markets in
Pennsylvania, New Jersey, Delaware, Ohio, Kentucky and the greater Washington,
D.C. region. PNC and its subsidiaries also provide certain asset management and
global fund processing services internationally. At September 30, 2005, PNC and
its subsidiaries' consolidated assets, deposits, and shareholders' equity were
$93.2 billion, $60.2 billion, and $8.3 billion, respectively.
PNC's principal executive offices are located at One PNC Plaza, 249 Fifth
Avenue, Pittsburgh, Pennsylvania 15222-2707, and its telephone number is
412-762-2000.
SELLING SHAREHOLDERS; PLAN OF DISTRIBUTION
SELLING SHAREHOLDERS. The selling shareholders acquired the shares of PNC
common stock that may be offered and sold under this prospectus from us in
connection with our acquisition of Harris Williams & Co., a leading mergers and
acquisitions advisor to middle market companies. As part of our agreement with
the selling shareholders in connection with that acquisition, we agreed to file
this registration statement relating to the offer and sale by the selling
shareholders of the shares of PNC common stock that they received in the
acquisition. Our registration of these shares for sale by the selling
shareholders does not necessarily mean that the selling shareholders will sell
any or all of the shares.
The following table sets forth certain information about the beneficial
ownership of each selling shareholder. The tabular information below assumes
that all of the shares listed below will be offered and sold by the selling
shareholders to unaffiliated third parties. However, because the selling
shareholders may offer all or a portion of the shares covered by this prospectus
at any time and from time to time hereafter, the exact number of shares that
each selling shareholder may hold after completion of the offering cannot be
determined at this time. Information concerning the selling shareholders may
change from time to time and, to the extent
7
required, will be set forth in supplements or amendments to this prospectus or
in information incorporated by reference into this prospectus.
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SHARES NUMBER OF SHARES
NAME BENEFICIALLY SHARES BENEFICIALLY
OWNED BEING OWNED
BEFORE OFFERING OFFERED AFTER OFFERING
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NUMBER PERCENT NUMBER PERCENT
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H. Hiter Harris III 94,813 * 94,813 0 *
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Christopher H. Williams 94,813 * 94,813 0 *
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Dena Frith Moore 51,803 * 51,803 0 *
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Tiffany B.Armstrong 116,523 * 116,523 0 *
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Edward W. Valentine 116,523 * 116,523 0 *
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William E. Roman 30,780 * 30,780 0 *
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Turner A.M. Bredrup 32,023 * 32,023 0 *
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R. Giles Tucker 29,506 * 29,506 0 *
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Jeffery M. Bistrong 9,904 * 9,904 0 *
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Peter H. Bowles 9,397 * 9,397 0 *
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Michael J. Hogan 9,397 * 9,397 0 *
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Todd D. Morris 9,397 * 9,397 0 *
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Bram C. Hall 9,397 * 9,397 0 *
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Derek M. Lewis 9,397 * 9,397 0 *
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J. Cheairs Porter 8,211 * 8,211 0 *
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Patrick J. Crocker 8,448 * 8,448 0 *
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John Neuner 8,297 * 8,297 0 *
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Philip M. Ivey 8,297 * 8,297 0 *
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Robert M. Baltimore 8,448 * 8,448 0 *
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Gregory M. Creamer 8,297 * 8,297 0 *
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John G. Arendale 8,297 * 8,297 0 *
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James T. Clark 7,604 * 7,604 0 *
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Paul A. Meyer 2,410 * 2,410 0 *
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M. Peter Feer 2,410 * 2,410 0 *
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Derek M. Swaim 2,410 * 2,410 0 *
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John C. Dickinson 2,410 * 2,410 0 *
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Andrew G. Spitzer 2,410 * 2,410 0 *
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* LESS THAN ONE PERCENT.
8
PLAN OF DISTRIBUTION. As used below, "selling shareholders" includes the
individuals listed in the table above and donees, pledges, transferees or other
successors in interest selling shares received from a selling shareholder
(including the named selling shareholders) after the date of this prospectus.
Selling shareholders from time to time may sell the shares being offered hereby
on the New York Stock Exchange, in the over-the-counter market, in privately
negotiated transactions or otherwise. The shares may be sold by the selling
shareholders by one or more of the following methods, without limitation:
o block trades in which the broker or dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
o purchases by a broker or dealer as principal and resale by such broker
or dealer for its account pursuant to this prospectus;
o an exchange distribution in accordance with the rules of such
exchange;
o ordinary brokerage transactions and transactions in which a broker
solicits purchasers;
o privately negotiated transactions;
o short sales;
o through the writing of options on the shares;
o in one or more underwritten offerings on a firm commitment or best
efforts basis; and
o a combination of any such methods of sale.
The shares may be sold at fixed prices, at market prices prevailing at the
time of sale, at prices related to such market prices or at negotiated prices.
Such transactions may or may not involve brokers or dealers. The selling
shareholders may effect such transactions by selling shares directly to
purchasers or to or through broker-dealers, which may act as agents or
principals. Such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the selling shareholders or the
purchasers of shares for whom such broker-dealers act as agent or to whom they
sell as principal, or both (which compensation as to a particular broker-dealer
might be in excess of customary commissions). In effecting sales, brokers and
dealers engaged by the selling shareholders may arrange for other brokers or
dealers to participate. Broker-dealers may agree with the selling shareholders
to sell a specified number of such shares at a stipulated price per share, and
to the extent such broker-dealer is unable to do so, acting as agent for a
selling shareholder, such broker-dealer may purchase, as principal, any unsold
shares at the stipulated price. Broker-dealers who acquire shares as principals
may thereafter resell such shares from time to time in transactions on the New
York Stock Exchange at prices and on terms then prevailing at the time of sale,
at prices related to the then-current
9
market price or in negotiated transactions. Broker-dealers may use block
transactions and sales to and through broker-dealers, including transactions of
the nature described above.
From time to time, one or more of the selling shareholders may pledge,
hypothecate or grant a security interest in some or all of the shares owned by
them. The pledges, secured parties or persons to whom such securities have been
hypothecated will, upon foreclosure in the event of default, be deemed to be
selling shareholders. The number of a selling shareholder's shares offered under
this prospectus will decrease as and when it takes such actions. The plan of
distribution for such selling shareholder's shares will otherwise remain
unchanged. In addition, a selling shareholder may, from time to time, sell short
PNC common stock, and in such instances, this prospectus may be delivered in
connection with such short sales and the shares offered under this prospectus
may be used to cover such short sales.
A selling shareholder may enter into hedging transactions with
broker-dealers and the broker-dealers may engage in short sales of PNC common
stock in the course of hedging the positions they assume with such selling
shareholder, including, without limitation, in connection with distributions of
the common stock by such broker-dealers. A selling shareholder may enter into
option or other transactions with broker-dealers. A selling shareholder may
enter into option or other transactions with broker-dealers that involve the
delivery of the shares offered hereby to the broker-dealers, who may then resell
or otherwise transfer such shares. A selling shareholder may also loan or pledge
the shares offered hereby to a broker-dealer, and the broker-dealer may sell the
shares offered hereby so loaned or upon a default may sell or otherwise transfer
the pledged shares offered hereby.
The selling shareholders and any broker-dealers or agents that act in
connection with the sale of shares might be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any commissions received
by such broker-dealers and any profit on the resale of the shares sold by them
while acting as principals might be deemed to be underwriting discounts and
commissions under the Securities Act. The selling shareholders may agree to
indemnify any agent, dealer or broker-dealer that participates in transactions
involving sales of the shares against certain liabilities, including liabilities
arising under the Securities Act.
Costs, expenses and fees to be incurred by the selling shareholders in
connection with the sale of the shares offered hereby, including all brokerage
commissions and similar selling expenses, if any, attributable to the sale of
shares will be borne by the selling shareholders. We will pay the fees and
expenses relating to the registration with the SEC of the sale of the shares by
the selling shareholders.
USE OF PROCEEDS
All shares of common stock sold pursuant to this prospectus will be
sold by the selling shareholders and PNC will not receive any of the proceeds
from such sales.
INDEMNIFICATION PROVISIONS
Pursuant to Sections 1741-1743 of the Pennsylvania Business Corporation
Law of 1988, which we refer to as the PBCL, we have the power to indemnify our
directors and officers against liabilities they may incur in such capacities
provided certain standards are met, including
10
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, that the director or officer 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.
Section 1746 of the PBCL provides that these statutory indemnification
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.
Our By-Laws 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.
Our 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling us pursuant
to these indemnification provisions, we have been informed that in the opinion
of the SEC such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
LEGAL OPINIONS
The validity of the shares of common stock described in this prospectus
will be passed upon for us by George P. Long, III, Esq., Senior Counsel of PNC,
One PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222. Mr. Long
beneficially owns, or has rights to acquire, an aggregate of less than 1% of
PNC's common stock.
EXPERTS
The consolidated financial statements and management's report on the
effectiveness of internal control over financial reporting incorporated in this
prospectus by reference from PNC's Current Report on Form 8-K filed on December
28, 2005 have been audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in their reports, which are
incorporated herein by reference, and have been so incorporated in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing.
11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following expenses will be incurred by The PNC Financial Services
Group, Inc. in connection with the issuance and distribution of the securities
being registered, other than underwriting discounts and commissions:
Registration fee $ 4,817
Legal Fees and Expenses 20,000*
Printing 1,000*
Accounting Fees 10,000*
Miscellaneous 5,000*
------------
Total $ 40,817
------------
------------
------------------------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Sections 1741-1743 of the Pennsylvania Business Corporation
Law of 1988 (Act of December 21, 1988, P.L. 1444) ("1988 BCL"), we have the
power to indemnify our 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, that
the director or officer 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.
Section 1746 of the 1988 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.
Our By-Laws 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.
Our By-Laws also eliminate, to the maximum extent permitted by the laws of the
Commonwealth of Pennsylvania, the personal
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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.
PNC has purchased directors' and officers' liability insurance covering
certain liabilities that may be incurred by its directors and officers in
connection with the performance of their duties. That insurance covers PNC
Funding's directors and officers as well.
ITEM 16. EXHIBITS
The exhibits listed on the Exhibit Index beginning on page II-7 of this
registration statement are filed herewith, will be filed by amendment, or are
incorporated herein by reference to other filings.
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement, or that is contained in a form of prospectus filed
pursuant to Rule 424(b) that is part of this Registration Statement.
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(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial BONA FIDE offering thereof; and
(3) To remove from the registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purpose of determining liability under the
Securities Act to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration statement as
of the date the filed prospectus was deemed part of and included in
the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii), or (x) for the purpose of providing the
information required by Section 10(a) of the Securities Act shall be
deemed to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities
in the offering described in the prospectus. As provided in Rule 430B,
for liability purposes of the issuer and any person that is at that
date an underwriter, such date shall be deemed to be a new effective
date of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof. PROVIDED, HOWEVER, that no
statement made in a registration statement or incorporated by
reference into the registration statement or prospectus that is part
of the registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify any
statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such
document immediately prior to such effective date.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned Registrant certifies that it has reasonable grounds to believe that
it meets all the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pittsburgh, and Commonwealth of Pennsylvania, on
the 28th day of December, 2005.
THE PNC FINANCIAL SERVICES
GROUP, INC.
By: /s/ Richard J. Johnson
----------------------------------------------
Richard J. Johnson
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
POWER OF ATTORNEY
Each person whose signature appears below appoints James E. Rohr, Richard
J. Johnson, and each and either of them, such individual's true and lawful
attorney-in-fact and agent, with full power or substitution in such person's
name, place and stead, in any and all capacities to sign any amendments to this
Registration Statement on Form S-3 and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact, or their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof. This Power of Attorney is valid as of its
execution, until its withdrawal.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------------------------- ------------------------- -----------------
/s/ James E. Rohr
--------------------------- Chairman, Chief Executive December 28, 2005
James E. Rohr Officer and Director
(Principal Executive
Officer)
/s/ Richard J. Johnson
--------------------------- Senior Vice President and December 28, 2005
Richard J. Johnson Chief Financial Officer
(Principal Financial
Officer)
/s/ Samuel R. Patterson
--------------------------- Controller December 28, 2005
Samuel R. Patterson (Principal Accounting
Officer)
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SIGNATURE TITLE DATE
--------------------------- ------------------------- -----------------
/s/ Paul W. Chellgren
--------------------------- Director December 28, 2005
Paul W. Chellgren
/s/ Robert N. Clay
--------------------------- Director December 28, 2005
Robert N. Clay
/s/ J. Gary Cooper
--------------------------- Director December 28, 2005
J. Gary Cooper
/s/ George A. Davidson, Jr.
--------------------------- Director December 28, 2005
George A. Davidson, Jr.
/s/ Richard B. Kelson
--------------------------- Director December 28, 2005
Richard B. Kelson
/s/ Bruce C. Lindsay
--------------------------- Director December 28, 2005
Bruce C. Lindsay
/s/ Anthony A. Massaro
--------------------------- Director December 28, 2005
Anthony A. Massaro
/s/ Thomas H. O'Brien
--------------------------- Director December 28, 2005
Thomas H. O'Brien
--------------------------- Director December , 2005
Jane G. Pepper
/s/ Lorene K. Steffes
--------------------------- Director December 28, 2005
Lorene K. Steffes
II-5
SIGNATURE TITLE DATE
--------------------------- ------------------------- -----------------
/s/ Dennis F. Strigl
--------------------------- Director December 28, 2005
Dennis F. Strigl
/s/ Stephen G. Thieke
--------------------------- Director December 28, 2005
Stephen G. Thieke
/s/ Thomas J. Usher
--------------------------- Director December 28, 2005
Thomas J. Usher
/s/ Milton A. Washington
--------------------------- Director December 28, 2005
Milton A. Washington
/s/ Helge H. Wehmeier
--------------------------- Director December 28, 2005
Helge H. Wehmeier
II-6
EXHIBIT INDEX
EXHIBIT
NO NAME OF DOCUMENT METHOD OF FILING
-------- ----------------------------- ----------------------------------
3.1 Articles of Incorporation of Incorporated herein by
The PNC Financial Services reference to Exhibit 3.3 of
Group, Inc., as amended the Current Report on Form
8-K dated August 25, 2005
(File No. 001-09718).
3.2 By-laws of The PNC Financial Incorporated herein by
Services Group, Inc., as reference to Exhibit 3.5 of
amended the Quarterly Report on Form
10-Q for the Quarter ended
September 30, 2005 (File No.
001-09718).
4.1 Form of Certificate for Incorporated herein by
Common Stock reference to Exhibit 4.1 of
the Registration Statement
on Form S-3 filed September
18, 2001 (Registration No.
333-69576).
4.2 Rights Agreement between The Incorporated herein by
PNC Financial Services Group reference to Exhibit 1 of
Inc. and JP Morgan Bank, the Form 8-A that was filed
N.A. dated May 15, 2000 on May 23, 2000 (File No.
001-09718).
4.3 First Amendment to Rights Incorporated herein by
Agreement between the reference to Exhibit 4.8 of
Corporation, the Chase the Annual Report on Form
Manhattan Bank, and 10-K for the year ended
Computershare Investor December 31, 2002.
Services, LLC dated January
1, 2003
5.1 Opinion of George P. Long, Filed herewith.
III, Esquire, as to the
legality of the securities
being registered
23.1 Consent of Deloitte & Touche Filed herewith.
LLP
23.2 Consent of George P. Long, Incorporated as part of
III, Esquire Exhibit 5
24.1 Power of Attorney of certain Included on the signature
directors and officers of page hereto.
The PNC Financial Services
Group, Inc.
II-7