As filed with the Securities and Exchange Commission on December 6, 2001
Registration Statement No. 333-65042
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
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
(State or other jurisdiction of 25-1435979
incorporation or organization) (IRS Employer Identification No.)
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)
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THE PNC FINANCIAL SERVICES GROUP, INC. INCENTIVE SAVINGS PLAN
(FORMERLY, THE PNC FINANCIAL SERVICES GROUP, INC.
INCENTIVE SAVINGS PLAN AND PNC RETIREMENT SAVINGS PLAN)
(Full title of the plan)
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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
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EXPLANATORY STATEMENT
At the time this Registration Statement No. 333-65042 was filed, the title
of the plans under which registered securities are to be issued was: The PNC
Retirement Savings Plan ("RSP") and The PNC Financial Services Group, Inc.
Incentive Savings Plan. Effective as of September 28, 2001, the RSP was merged
into The PNC Financial Services Group, Inc. Incentive Savings Plan.
In order to reflect this plan merger, the present filing hereby amends the
title of the plan(s) under which registered securities are to be issued to be
The PNC Financial Services Group, Inc. Incentive Savings Plan (hereafter, the
"Plan").
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
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, 2000;
- PNC's Quarterly Reports on Form l0-Q for the quarters ended March 31, 2001,
June 30, 2001 and September 30, 2001;
- PNC's Current Reports on Form 8-K dated as of July 25, 2001 and as of
October 29, 2001; 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
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
registration statement 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 (other than information reported under Item 9 of a Current
Report), as well as Proxy Statements (other than information such as committee
reports that the SEC allows the Corporation not to incorporate by reference).
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
Pursuant to Sections 1741-1743 of the Pennsylvania Business Corporation Law
of 1988 (Act of December 21, 1988, P.L. 1444) ("PA 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, 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
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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, we have 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.
Our 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. 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.
We have 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
Exhibit 4.1 Articles of Incorporation of the Corporation, as amended and
restated as of April 24, 2001, incorporated by reference from
Exhibit 3.1 to the Corporation's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2001. (File
No. 1-9718).
Exhibit 4.2 By-Laws of the Corporation, as amended and restated, filed
herewith.
Exhibit 4.3 Rights Agreement, dated as of May 15, 2000, between the
Corporation 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
Corporation's Report on Form 8-A filed May 23, 2000.
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Exhibit 5.1 Determination Letter of the Internal Revenue Service, dated
June 21, 1995, with respect to the Corporation's Incentive
Savings Plan, incorporated by reference from Exhibit 5.3 to
Post-Effective Amendment No. 1 to the Corporation's
Registration Statement No. 33-25140 on Form S-8, filed on
November 22, 1995.
Exhibit 5.2* Determination Letter of the Internal Revenue Service, dated
May 28, 1998, with respect to The PNC Retirement Savings
Plan.
Exhibit 23 Consent of Ernst & Young, LLP, filed herewith.
Exhibit 24.1 Power of Attorney for one director, filed herewith.
Exhibit 24.1* Powers of Attorney.
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* Previously filed
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SIGNATURES
THE REGISTRANT. 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
Post-Effective Amendment No. 1 to Registration Statement No. 333-65042 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Pittsburgh, Commonwealth of Pennsylvania, on December 6, 2001.
THE PNC FINANCIAL SERVICES GROUP, INC.
By: /s/ Robert L. Haunschild
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Robert L. Haunschild
Senior Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to Registration Statement No. 333-65042 has been signed by the
following persons in the capacities and on the date(s) indicated:
SIGNATURE TITLE DATE
* Chairman, President, Chief Executive December 6, 2001
---------------------------------------- Executive Officer and Director
James E. Rohr (Principal Executive Officer)
/s/ Robert L. Haunschild Senior Vice President and Chief December 6, 2001
---------------------------------------- Financial Officer (Principal
Robert L. Haunschild Financial Officer)
* Controller (Principal Accounting Officer) December 6, 2001
----------------------------------------
Samuel R. Patterson
* Vice Chairman and Director December 6, 2001
----------------------------------------
Walter E. Gregg, Jr.
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* Director December 6, 2001
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Paul W. Chellgren
* Director December 6, 2001
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Robert N. Clay
* Director December 6, 2001
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George A. Davidson, Jr.
* Director December 6, 2001
----------------------------------------
David F. Girard-diCarlo
* Director December 6, 2001
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William R. Johnson
* Director December 6, 2001
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Bruce C. Lindsay
* Director December 6, 2001
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W. Craig McClelland
* Director December 6, 2001
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Thomas H. O'Brien
* Director December 6, 2001
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Jane G. Pepper
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* Director December 6, 2001
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Lorene K. Steffes
* Director December 6, 2001
----------------------------------------
Dennis F. Strigl
* Director December 6, 2001
----------------------------------------
Thomas J. Usher
* Director December 6, 2001
----------------------------------------
Milton A. Washington
* Director December 6, 2001
----------------------------------------
Helge H. Wehmeier
*By: /s/ Karen M. Barrett
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Karen M. Barrett, Attorney-in-Fact,
pursuant to Powers of Attorney previously
filed or filed herewith
Dated: December 6, 2001
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THE PLAN. Pursuant to the requirements of the Securities Act, the trustees
(or other persons who administer the employee benefits plan) have duly caused
this Post-Effective Amendment No. 1 to Registration Statement No. 333-65042 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Pittsburgh, Commonwealth of Pennsylvania, on this December 6, 2001.
THE PNC FINANCIAL SERVICES
GROUP, INC. INCENTIVE SAVINGS
PLAN
By: /s/ James S. Gehlke
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James S. Gehlke,
Plan Manager/Administrator
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INDEX TO EXHIBITS
Exhibit 4.1 Articles of Incorporation of the Corporation, as amended and
restated as of April 24, 2001, incorporated by reference
from Exhibit 3.1 to the Corporation's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2001. (File No.
1-9718).
Exhibit 4.2 By-Laws of the Corporation, as amended and restated, filed
herewith.
Exhibit 4.3 Rights Agreement, dated as of May 15, 2000, between the
Corporation 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
Corporation's Report on Form 8-A filed May 23, 2000.
Exhibit 5.1 Determination Letter of the Internal Revenue Service, dated
June 21, 1995, with respect to the Corporation's Incentive
Savings Plan, incorporated by reference from Exhibit 5.3 to
Post-Effective Amendment No. 1 to the Corporation's
Registration Statement No. 33-25140 on Form S-8, filed on
November 22, 1995.
Exhibit 5.2* Determination Letter of the Internal Revenue Service, dated
May 28, 1998, with respect to The PNC Retirement Savings
Plan.
Exhibit 23 Consent of Ernst & Young, LLP, filed herewith.
Exhibit 24.1 Power of Attorney for one director, filed herewith.
Exhibit 24.2* Powers of Attorney.
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* Previously filed
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